SRRE 10-K/A
Sunrise Real Estate Group Inc (SRRE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
AMENDMENT NO. 1
(Mark One)
For the fiscal year ended:
Commission file number:
(Name of Small Business Issuer in its Charter)
6500 | ||
(State or Other Jurisdiction of | (Primary Standard Industrial Classification | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Issuer’s telephone number: +
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act of 1934. Yes ☐
Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 ☐
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 ☐
Indicate by check mark if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405 of this Chapter) is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
☒ | Smaller reporting company |
Emerging growth company |
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes
The aggregate market value of the common stock held by non-affiliates 15,334,803 shares was approximately $
The number of shares outstanding of the issuer’s Common Stock, $0.01 par value, as of May 31, 2024 was
EXPLANATORY NOTE
The purposes of this Amendment No. 1 to Form 10-K/A (the “Amended 10-K”) is to amend the previously filed Annual Report on Form 10-K of Sunrise Real Estate Group, Inc. (the “Company” or “us”) for the year ended December 31, 2017, filed with the Securities and Exchange Commission on June 5, 2024 (the “Form 10-K”), This Amendment No. 1 amends the following items:
Item 1. Business
The Company has added disclosure regarding the legal and operational risks of doing business in China and revised the Summary of Risks of Doing Business in China to provide cross references to the relevant risks in Item 1A – Risk Factors.
The Company has added disclosure regarding the amount of revenue generated by the Company’s operating subsidiaries during the fiscal year ended December 31, 2023.
The Company has added disclosure regarding government regulations on foreign-invested real estate enterprises.
Item 1A. Risk Factors
The Company has modified certain risk factors and added disclosure regarding the extent to which future laws and regulations regarding cybersecurity, data security and personal information protection could affect our operations.
There are no other changes to the Form 10-K other than those set forth in this amendment. This amendment does not reflect events occurring after the filing of the Form 10-K, other than the amendments noted above, the filing of consents of our independent registered public accounting firm, and the filing of certifications of our principal executive officer and principal financial officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934 and Section 906 of the Sarbanes-Oxley Act of 200, nor does it modify or update disclosures therein in any way other than as required to reflect the amended sections of the Form 10-K as set forth in this amendment. Among other things, forward-looking statements made in the Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Form 10-K, and such forward-looking statements should be read in their historical context.
TABLE OF CONTENTS
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PART I
ITEM 1. BUSINESS
Background
Sunrise Real Estate Group, Inc. (“SRRE”) is a Texas holding company and conducts business primarily through its operating subsidiaries in China. The principal activities of SRRE and its subsidiaries (collectively referred to as the “Company”) are real estate development including property leasing services; and property management services in the People’s Republic of China (“PRC”). Our investors hold shares of common stock in SRRE, the Texas holding company Our current ownership interests in our various subsidiaries and other entities are set forth in the organizational chart below.
We operate through our wholly owned subsidiaries, CY-SRRE and LRY. CY-SRRE and LRY do not have operations themselves but conduct operations in Mainland China through their respective subsidiaries that are based in the PRC. CY-SRRE operates through its wholly owned subsidiary, Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”). LRY operates primarily through its wholly owned subsidiary, Shanghai Shang Yang Investment Management and Consulting Company Limited (“SHSY”) and majority owned subsidiary, Huaian Zhanbao Industrial Co., Ltd. SHSY and SHXJY and are property agency businesses earning commission revenue from marketing and sales services to developers.
We and our subsidiaries do not have material contractual arrangements with one or more variable interest entities (VIEs) based in China. Pursuant to the Special Administrative Measures on the Access of Foreign Investment (Negative List) (2021 Edition), or the 2021 Negative List, jointly issued by the NDRC and the MOFCOM on December 27, 2021 and enforced on January 1, 2022, the foreign investment related to real estate development does not fall within the category of industries in which foreign investment is restricted or prohibited. See “Government Regulation -. Regulations on Foreign-Invested Real Estate Enterprise.
Legal and Operational Risks Associated With Being Based and Having Our Operations in China
The economy of the PRC differs from the economies of most developed countries in a number of respects, including the significant amount of government involvement and control of foreign exchange. The real estate industry is subject to extensive regulation, particularly local regulations, both on the development of properties and restrictions on the ability of individuals to finance and purchase residential units. Changes in PRC regulations applicable to our ability to distribute dividends from our Chinese subsidiaries to SRRE could adversely impact our traditional ability to distribute dividends to our shareholders and changes in government policy that affect the exchange rate between the Chinese and United States currencies could substantially affect the value of those dividends. We cannot predict whether any future changes in national and local political, economic and social conditions, laws, regulations and policies will have any material adverse effect on our current or future business, results of operations or financial condition.
While we do not currently plan to conduct any offerings of our securities in the United States, the Chinese government has promulgated regulations that require prior filings and approvals by the Chinese government. We believe that any offering in the U.S. is subject to the review or prior approval of the PRC government. We do not anticipate that such regulations will have a material impact on our ability to finance our operations as we presently intent to continue to finance our operations from internally generated capital in China. Uncertainties still exist, however, due to the possibility that laws, regulations or policies in the PRC could change or rapidly evolve in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the Chinese government could significantly limit or completely hinder our ability to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.
The PRC promulgated new rules in 2022 that require companies collecting or holding large amounts of data to undergo a cybersecurity review prior to listing in foreign countries, a move that will significantly tighten oversight over certain companies. In addition, the Cybersecurity Law, Data Security Law and Personal Information Protection Law lay down three legal mechanisms for cross-border data transfers out of China, including regulator-led security assessment, with regulations effective in March 2024.
As our business belongs to the real estate industry in China, and our business does not involve the collection of user data, any export of user data or involve any other type of restricted industry, our business is generally outside the scope of the measures for cybersecurity review. Our operations are conducted entirely within China, so we do not believe that these regulations will impact our business, but future laws and regulations that impact the use and management of personal information could have an adverse effect on our operations should we collect such information.
See “Risk Factors – Risks Relating to the Peoples Republic of China.”
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Corporate History
Sunrise Real Estate Development Group, Inc. (“CY-SRRE”), a wholly owned subsidiary of SRRE, was established in the Cayman Islands on April 30, 2004 as a limited liability company. Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”) was established in the PRC on August 20, 2001 as a limited liability company. SHXJY was originally owned by a Taiwanese company, the principal and controlling shareholder of which was Lin Chi-Jung. On June 8, 2004, all the fully paid-up capital of SHXJY was transferred to CY-SRRE. On June 25, 2004, SHXJY and two individuals established a subsidiary, namely, Suzhou Xin Ji Yang Real Estate Consultation Company Limited (“SZXJY”) in the PRC and SHXJY held 90% equity interest in SZXJY at the time.
On August 9, 2005, SHXJY sold 10% equity interest in SZXJY to a company owned by a director of SZXJY, and transferred 5% equity interest in SZXJY to CY-SRRE. Following the sale and transfer, CY-SRRE effectively held 80% equity interest in SZXJY. On November 24, 2006, CY-SRRE, SHXJY, a director of SZXJY and a third party established a subsidiary, namely, Suzhou Shang Yang Real Estate Consultation Company Limited (“SZSY”) in the PRC, with CY-SRRE holding 12.5% equity interest, SHXJY holding 26% equity interest and the director of SZXJY holding 12.5% equity interest in SZSY. At the date of incorporation, SRRE and the director of SZXJY entered into a voting agreement that provided that SRRE is entitled to exercise the voting right in respect of his 12.5% equity interest in SZSY. As a result of the voting agreement, SRRE effectively holds 51% of the voting power of SZSY. On September 24, 2007, CY-SRRE sold 5% equity interest in SZXJY to a company owned by a director of SZXJY. Following the sale, CY-SRRE held 75% equity interest in SZXJY.
In October 2011, SHXJY purchased a 24% interest in Linyi Shang Yang Real Estate Consultation Company Limited (“LYSY”) and acquired approximately 103,385 square meters of land for the purpose of developing the land into villa-style residential housing. On March 6, 2012, SHXJY established a wholly owned subsidiary, namely Linyi Rui Lin Construction and Design Company Limited (“LYRL”). SHXJY’s 24% equity interest in LYSY was then transferred to LYRL. On May 27, 2020, LYRL received 10% of the issued and outstanding shares of LYSY from Nanjing Longchang Real Estate Development Group. LYRL owned 34% of LYSY following the purchase. The Company and a shareholder of LYSY, Zhang Shu Qin, who holds 46% equity interest in LYSY, entered into a voting agreement that the Company is entitled to exercise the voting rights in respect of her 46% equity interest in LYSY. The Company effectively holds 80% voting rights in LYSY and therefore considers LYSY to be a subsidiary of the Company.
LIN RAY YANG Enterprise Ltd. (“LRY”), a wholly owned subsidiary of SRRE, was established in the British Virgin Islands on November 13, 2003 as a limited liability company. On February 5, 2004, LRY established a wholly owned subsidiary, Shanghai Shang Yang Investment Management and Consulting Company Limited (“SHSY”) in the PRC as a limited liability company. On January 10, 2005, LRY and a PRC third party established a subsidiary, Suzhou Gao Feng Hui Property Management Company Limited (“SZGFH”), in the PRC, with LRY holding 80% of the equity interest in SZGFH. On May 8, 2006, LRY acquired 20% of the equity interest in SZGFH from the third party. Following the acquisition, LRY effectively held 100% of the equity interest in SZGFH. The Company sold SZGFH in 2017.
In 2011, we acquired 49% ownership interest in Wuhan Yuan Yu Long Property Development Company Limited (“WHYYL”). The purpose of this project company is for a development project in Wuhan.
SRRE was initially incorporated in Texas on October 10, 1996, under the name of Parallax Entertainment, Inc. (“Parallax”). On December 12, 2003, Parallax changed its name to Sunrise Real Estate Development Group, Inc.
On August 31, 2004, SRRE, CY-SRRE and Lin Chi-Jung, an individual and agent for the beneficial shareholder of CY-SRRE, i.e., Ace Develop, entered into an exchange agreement under which SRRE issued 5,000,000 shares of common stock to the beneficial shareholder or its designees, in exchange for all outstanding capital stock of CY-SRRE. The transaction was closed on October 5, 2004. Lin Chi-Jung was Chairman of the Board of Directors of SRRE, the President of CY-SRRE and the principal and controlling shareholder of Ace Develop.
Also on August 31, 2004, SRRE, LRY and Lin Chi-Jung, an individual and agent for beneficial shareholders of LRY, i.e., Ace Develop, Planet Tech and Systems Tech, entered into an exchange agreement under which SRRE issued 10 million shares of common stock to the beneficial shareholders, or their designees, in exchange for all outstanding capital stock of LRY. The transaction closed on October 5, 2004. Lin Chi-Jung was Chairman of the Board of Directors of SRRE, the President of LRY and the principal and controlling shareholder of Ace Develop. Regarding the 10 million shares of common stock of SRRE issued in this transaction, SRRE issued 8.5 million shares to Ace Develop, 750,000 shares to Planet Tech and 750,000 shares to Systems Tech.
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As a result of the acquisition, the former owners of CY-SRRE and LRY hold a majority interest in the combined entity. Generally accepted accounting principles require in certain circumstances that a company whose shareholders retain the majority voting interest in the combined business be treated as the acquirer for financial reporting purposes. Accordingly, the acquisition was accounted for as a “reverse acquisition” arrangement whereby CY-SRRE and LRY are deemed to have purchased SRRE. However, SRRE remained the legal entity and the Registrant for Securities and Exchange Commission reporting purposes.
On May 23, 2006, Sunrise Real Estate Development Group, Inc. changed its name to Sunrise Real Estate Group, Inc.
Auditor
Our auditor, RH CPA, with headquarters at 38-25 Bell Blvd, Bayside, NY 11361, is an independent registered public accounting firm with the PCAOB, and as an auditor of publicly traded companies in the United States, is subject to United States laws providing for regular inspections by the PCAOB to assess its compliance with the applicable professional standards. The PCAOB has access to inspect the working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. In addition, on December 15, 2022, the PCAOB determined that it has secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. The PCAOB has voted to vacate the previous determinations to the contrary. Given that the accounting firm, RH CPA, is a U.S. based entity, the Holding Foreign Companies Accountable Act will not affect us.
Dividends and Cash Transfers
We transfer cash amongst our subsidiaries and SRRE through the general banking system as regulated by the Chinese government. We have been able to transfer cash from our subsidiaries to SRRE and distribute dividends to our shareholders in compliance with Chinese government restrictions on currency exchange and regulations. Chinese regulations generally restrict cross border fund transfers to dividend payments to upstream companies, such as SRRE, or a return of invested funds. Chinese companies can only transfer funds to their overseas parent companies through profit distribution and a withdrawal of investments. Before distributing earnings overseas to SRRE, a subsidiary needs to provide verification of its earnings, which usually involves an auditor issuing an audit report, and the subsidiary must pay the relevant income tax. Profit distributions require payment of a capital gains tax, typically at a rate of 10%.
In November 2022, SHSY paid a dividend to LRY in the amount of 200 million RMB. This dividend resulted in a capital gains tax of 20 million RMB. As a result, LRY received 180 million RMB ( $25,375,686) net of taxes. On March 2023, LRY transferred $10,303,789 to SRRE to pay a dividend to our shareholders, which funds initially came from SHSY. There are no Chinese tax consequences to pay dividends to United States investors
Foreign Companies – Government Regulation
We and our subsidiaries do not have material contractual arrangements with one or more variable interest entities (VIEs) based in China. Pursuant to the Special Administrative Measures on the Access of Foreign Investment (Negative List) (2021 Edition), or the 2021 Negative List, jointly issued by the NDRC and the MOFCOM on December 27, 2021 and enforced on January 1, 2022, the foreign investment related to real estate development does not fall within the category of industries in which foreign investment is restricted or prohibited.
We have not sought and do not presently intend to seek foreign investors that would makes us subject to these regulations, so we do not have special restrictions for our operations, although they could have an impact should we decide to sell our properties to a foreign investor. An initial amount of registered capital is required for all companies registered to commence business in China. All of SRRE’s subsidiaries have registered capital consistent with the existing regulations. The amount of registered capital is determined by us unless the subsidiary is established for a specific purpose, such as the purchase of a specific property. For such purchase, the registered capital needs to equal the purchase price of the property intended to be purchased.
Foreign companies operating in China typically require approval and authorization from the Chinese government to operate their businesses. China has a series of laws, regulations, and approval procedures to manage and regulate the business activities of foreign companies within its borders. Generally, foreign companies need to establish branches, subsidiaries, or representative offices in China and register them according to relevant regulations.
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The regulations that are applicable to our operations require:
1. Sufficient registered capital.
2. Tax registration and payment of taxes.
3. Various licenses and certificates applicable to real estate development companies such as us, including:
(a)Real Estate Development Certificate.
(b)Business License.
(c)Land Approval Documents issued by the land management department.
(d)Land Use Permit.
(e)Construction Project Planning Permit.
(f)Construction Project Construction Permit.
(g)Project Investment Permit.
(h)Commercial Housing Presale Permit.
The specific licenses required by real estate development companies may vary depending on factors such as the region, project scale, and type. Our subsidiaries have all of the required permissions and approvals, including approvals and permissions specifically required for subsidiaries of foreign holding companies, and we have not been denied any permissions or approvals. We and our subsidiaries are not required to obtain approvals from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC), or any governmental agency for their operations other than those that provide the approvals listed above.
If we do not maintain the required approvals or permissions to operate the business, consequences could include a government shutdown of the specific operations that are not in compliance. Such event will adversely affect us and our subsidiaries’ ability to do business in China.
In addition, if the industry in which we operate initially did not require government approval to conduct business, subsequent policy changes necessitate governmental approval, we are prepared to take the following steps:
1. Understand Policy Requirements: Thoroughly research new regulations and policies to understand the specific requirements and approval procedures that the government imposes on the industry.
2. Ensure Compliance Adjustments: Adjust our operations according to policy requirements to ensure compliance with relevant regulations. This may involve improving management systems, enhancing safety standards, and implementing environmental protection measures.
3. Apply for Licenses or Approval Documents: Prepare the necessary application materials according to government procedures and submit them to the relevant departments promptly. Ensure that the application materials are accurate and complete to increase the likelihood of approval.
4. Communicate with Government Departments: Actively communicate with relevant government departments to understand the progress of approvals, promptly address potential issues, and seek government support and guidance.
5. Train Employees: Ensure that employees understand the new policy requirements by providing relevant training to ensure that our operations comply with regulations.
6. Continuously Monitor Policy Changes: Establish an effective policy monitoring mechanism to stay informed about dynamic changes in industry policies, enabling us to prepare in advance and adjust its business strategies accordingly.
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Adapting to policy changes may require time and effort but operating in compliance is a crucial prerequisite for ensuring our sustainable development. If we can respond actively and make timely adjustments, there is an opportunity to smoothly obtain necessary licenses or approval documents and continue operating legally.
Summary of Risks Related to Doing Business in China
All of our business operations are in China. Accordingly, we face various legal and operational risks and uncertainties under the complex and evolving PRC laws and regulations, including the following:
| ● | Changes in Chinese political policies and economic and social policies or conditions may materially and adversely affect our business, results of operations and financial condition and may result in our inability to sustain our growth and expansion strategies. See “Risk Factors - Changes in social conditions, political and economic policies of the PRC government may affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.” |
| ● | Uncertainties with respect to the interpretation and enforcement of Chinese laws, rules and regulations could have a material adverse effect on us. See “Risk Factors - There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.” |
| ● | Changes in political, business, economic and trade relations between the United States and China may have a material adverse impact on our ability to raise capital and thereby on our business, results of operations and financial condition. See “Risk Factors - Changes in political, business, economic and trade relations between the United States and China may have a material adverse impact on our ability to raise capital and thereby on our business, results of operations and financial condition.” |
| ● | Local governments where we conduct business may impose regulations that could adversely affect our business. See “Risk Factors - We may fail to obtain or maintain, or may experience material delays in obtaining, necessary government approvals for any major property development, which will adversely affect our business.” and “Changes in social conditions, political and economic policies of the PRC government may affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.” |
| ● | Fluctuation in the value of RMB may result in foreign currency exchange losses. “See Risk Factors - “We may be subject to exchange rate fluctuations.” And “Fluctuation of the Renminbi could materially affect the value of, and dividends payable on, the common stock.” |
| ● | The increasing focus on environmental sustainability issues may create operational challenges for us, increase our costs and harm our reputation. See “Risk Factors - Concerns about global warming could adversely affect our business” and “We may be affected by global climate change or by legal, regulatory, or market responses to such change.” |
| ● | Interventions in or the imposition of restrictions and limitations by the PRC government on currency conversion and payments of foreign currency and RMB out of mainland China may limit our ability to utilize our cash balances effectively, including making funds held by our China-based subsidiaries unavailable for use outside of mainland China, which could limit or eliminate our ability to pay dividends and affect the value of your investment. See “Risk Factors - We are subject to PRC restrictions on currency exchange.” |
| ● | Changes in the laws and regulations of China or noncompliance with applicable laws and regulations may have a significant impact on our business, results of operations and financial condition, and may cause the value of our securities to decline. See “Risk Factors - The PRC legal system embodies uncertainties.” |
| ● | We rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries in China to fund offshore cash requirements. See Risk Factors – Dividends and Cash Transfers are subject to restrictions applicable to cross border fund transfers“ and “Changes in foreign exchange regulations may adversely affect our ability to pay dividends and could adversely affect our results of operations and financial condition.” |
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| ● | Under the Enterprise Income Tax Law, if we are classified as a China resident enterprise for Chinese enterprise income tax purposes, such classification would likely result in unfavorable tax consequences to us and our non-Chinese stockholders. See “Risk Factors - We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income.” |
| ● | We and our stockholders face uncertainty with respect to indirect transfers of equity interests in China resident enterprises through transfer of non-Chinese-holding companies. Enhanced scrutiny by the Chinese tax authorities may have a negative impact on potential acquisitions and dispositions we may pursue in the future. See “Risk Factors - Dividends paid to our foreign investors and gains on the sale or other disposition of ordinary shares by our foreign investors may become subject to PRC tax.” |
| ● | Given the lack of reciprocity and treaties in China and the fact that all of our directors and officers reside in China, there may be difficulties in effecting service of legal process, conducting investigations, collecting evidence, enforcing foreign judgments or bringing original actions in China and there are significant costs and time constraints associated with attempting to enforce civil liabilities in China based on United States or other foreign laws against us and our management. See “Risk Factors - You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based on United States or other foreign law against us or our management named in the annual report.” |
| ● | Chinese regulation of dividends payable to offshore entities may restrict loans to, and direct investment in, Chinese entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from making loans or additional capital contributions to our Chinese subsidiaries, which may materially and adversely affect our liquidity and our ability to fund and expand our business. See “Risk Factors - We may use dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements. Any limitation on the ability of our PRC operating subsidiaries to make payments to us could have an adverse effect on our ability to conduct our business.” |
| ● | The PRC government may intervene or influence operations at any time, which could result in a material change in our operations and or the value of our securities. See “Risk Factors - There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.” |
| ● | The PRC government has significant oversight and discretion to exert control over offerings of our securities conducted outside of China and foreign investment in China-based issuers and may limit or completely hinder our ability to offer securities to investors, which may cause the value of such securities to significantly decline or be worthless. See “Risk Factors -If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors outside of China and, as a result, cause the value of such securities to significantly decline or be worthless.” |
| ● | Future laws and regulations that impact the domestic use and management of personal information could affect our operations. See ‘Risk Factors - Uncertainties exist regarding recent regulations concerning cybersecurity due to the possibility that laws, regulations or policies in the PRC could change or rapidly evolve in the future” and “Future laws and regulations regarding cybersecurity, data security and personal information protection could affect our operations regarding cybersecurity, data security and personal information protection could affect our operations. “ |
For a more complete discussion of the above summary of risk factors, please see “Risk Factors – Risks Relating to the Peoples Republic of China.”
General Business Description
SRRE went through a series of transactions leading to the completion of a reverse merger on October 5, 2004. Prior to the closing of the exchange agreements described in “Corporate History” above, SRRE was an inactive “shell” company. Following the closing, SRRE, through its two wholly owned subsidiaries, CY-SRRE and LRY, has engaged in the property development, property leasing services and property management services in the PRC.
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The Company recognizes that in order to differentiate itself from the market, it should avoid direct competition with large-scale property developers who have their own marketing departments. Our objective is to develop a niche position with marketing alliances with mid-sized and smaller developers and become their outsourcing marketing and sales agents. This strategic plan is designed to expand our activities beyond our existing revenue base, enabling us to assume higher investment risk and giving us flexibility in collaborating with partnering developers. The plan was aimed at improving our capital structure, diversifying our revenue base, and creating higher values and equity returns.
SRRE operates through its wholly owned subsidiaries, CY-SRRE and LRY. CY-SRRE and LRY do not have operations themselves but conduct operations in Mainland China through their respective subsidiaries that are based in the PRC. CY-SRRE operates through its wholly owned subsidiary, SHXJY. LRY operates through its wholly owned subsidiaries, SHSY. SHXJY and SHSY are property agency business earning commission revenue from marketing and sales services to developers. Our company organization chart is as follows:
Figure 1: Company Organization Chart
| 1. | It was previously known as Shanghai Shang Yang Real Estate Consultation Co., Limited. The company changed its name to Shanghai Shang Yang Investment Management and Consulting Company Limited on May 28, 2013. |
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| 2. | Zhong Ji Pu Fa Real Estate Co., Ltd. (“SHGXL”) is consolidated into the Company’s financials because the Company controls the development rights and is beneficiary of the revenue that SHGXL generates. Given the inability of companies to buy and sell land rights from another company in China, proceeding with SHGXL’s project required profit-sharing agreements. According to the terms of the contract, our subsidiary pays the cost of the land, invests in development, sales, and taxation, and ultimately retains all profits obtained. Neither SHGXL nor any of our subsidiaries are VIEs. |
| 3. | The Company and a shareholder of LYSY, which holds 46% equity interest in LYSY, entered into a voting agreement that the Company is entitled to exercise the voting rights in respect of her 46% equity interest in LYSY. The Company effectively holds 80% voting rights in LYSY and therefore considers LYSY a subsidiary of the Company. On May 27, 2020, LYRL received 10% of the issued and outstanding shares of LYSY from Nanjing Longchang Real Estate Development Group. LYRL owned 34% of LYSY following the purchase. |
Our major business is real estate investments, property leasing services, property management services, and real estate development in the PRC. Additionally, we have expanded our business to financial activities such as entity investment, fund management, and financial services. The chart and accompanying narrative below provides the specific entities that conduct operations, as well as the approximate percentage of revenues generated by such entities:
| Company |
| Operation |
| % of Rev Based |
| Place of |
| Shareholder(s) |
| Place of |
| % |
| |
1 | Lin Ray Yang Enterprise Ltd. | Holding company | 0 | % | British Virgin Islands | Sunrise Real Estate Group Inc. | USA | 100 | % | ||||||
Company | Operation | % of Rev Based | Place of | Shareholder(s) | Place of | % | |||||||||
2 | Sunrise Real Estate Development Group Inc. | Holding company | 0 | % | Cayman Islands | Sunrise Real Estate Group Inc. | USA | 100 | % | ||||||
Company | Operation | % of Rev Based | Place of | Shareholder(s) | Place of | % | |||||||||
3 | Shangyang International PTE. LTD. | Holding company | 0 | % | Singapore | Sunrise Real Estate Group Inc. | USA | 100 | |||||||
Company | Operation | % of Rev Based | Place of | Shareholder(s) | Place of | % | |||||||||
4 | Shanghai Xin Ji Yang Real Estate Consultation Co., Ltd | Consultation service | 0 | % | China | Sunrise Real Estate Development Group Inc. | Cayman Islands | 100 | % | ||||||
Company | Operation | % of Rev Based | Place of | Shareholder(s) | Place of | % | |||||||||
5 | Shanghai Shangyang Investment Management and Consulting Co., Ltd | Consultation service | 2.38% (USD591,551) | China | Lin Ray Yang Enterprise Ltd. | British Virgin Islands | 100 | % | |||||||
Company | Operation | % of Rev Based | Place of | Shareholder(s) | Place of | % | |||||||||
6 | Zhong Ji Pu Fa Real Estate Co., Ltd | Property Development | 2.3% (USD571,437) | China | Shanghai Shangyang Investment Management and Consulting Co., Ltd | China |
| ||||||||
Company | Operation | % of Rev Based | Place of | Shareholder(s) | Place of | % | |||||||||
7 | Huai’an Zhan Bao Property Investment Co., Ltd | Holding Company | (0%) | China | Lin Ray Yang Enterprise Ltd. | British Virgin Islands | 78.46 | % | |||||||
Zhan Li (HK) Ltd. | Hong Kong | 10 | % | ||||||||||||
Beijing Zuitaoran Fashion Ltd. | China | 10 | % | ||||||||||||
Shanghai Ba A Management Centre (Limited Partnership) | China | 0.77 | % | ||||||||||||
Fang Ken Management Centre (Limited Partnership) | China | 0.77 | % | ||||||||||||
Company | Operation | % of Rev Based | Place of | Shareholder(s) | Place of | % | |||||||||
8 | Huai’an Tianxi Real Estate Development Co., Ltd | Property Development | 95.07% (USD23,610,056) ( | China | Huai’an Zhan Bao Property Investment Co., Ltd | China | 100 | % | |||||||
Company | Operation | % of Rev Based | Place of | Shareholder(s) | Place of | % | |||||||||
9 | Shanghai Ruijian Design Co., Ltd | Consultation service | 0 | % | China | Shanghai Shangyang Investment Management and Consulting Co., Ltd | China | 100 | % | ||||||
Company | Operation | % of Rev Based | Place of | Shareholder(s) | Place of | % | |||||||||
10 | Linyi Ruilin Design Co., Ltd | Consultation service | 0 | % | China | Shanghai Ruijian Design Co., Ltd | China | 100 | % | ||||||
Company | Operation | % of Rev Based | Place of | Place of | |||||||||||
11 | Linyi Shangyang Real Estate Development Co., Ltd | Property development | 0 | % | China | Zhang Shu Qing | Taiwan | 46 | % | ||||||
Linyi Ruilin Design Co., Ltd | China | 34 | % | ||||||||||||
Chen Jia Wei | Taiwan | 7 | % |
9
Huang Xin Hua | Taiwan | 8 | % | ||||||||||||
Guo Wei Chun | Taiwan | 5 | % | ||||||||||||
Company | Operation | % of Rev Based | Place of | Shareholder(s) | Place of | % | |||||||||
12 | Suzhou Xin Ji Yang Real Estate Consultation Co., Ltd | Consultation service, | 0.25%(USD60,819) | China | Shanghai Xin Ji Yang Real Estate Consultation Co., Ltd | China | 75 | % | |||||||
Jacky Pan Investment Inc | British Virgin Islands | 25 | % | ||||||||||||
Company | Operation | % of Rev Based | Place of | Shareholder(s) | Place of | % | |||||||||
13 | Suzhou Shang Yang Real Estate Consultation Co., Ltd | Consultation service, | 0 | % | Suzhou Xin Ji Yang Real Estate Consultation Co., Ltd | China | 49 | % |
| ||||||
Shanghai Xin Ji Yang Real Estate Consultation Co., Ltd | China | 26 | % | ||||||||||||
Jacky Pan Investment Inc | British Virgin Islands | 12.5 | % | ||||||||||||
Sunrise Real Estate Development Group Inc. | Cayman Islands | 12.5 | % | ||||||||||||
Company | Operation | % of Rev Based | Place of | Shareholder(s) | Place of | % | |||||||||
14 | Shanghai Xin Ji Yang Real Estate Brokerage Co., Ltd | Consultation service, | 0 | % | China | Suzhou Xin Ji Yang Real Estate Consultation Co., Ltd | China | 60 | % | ||||||
Jacky Pan Investment Inc | British Virgin Islands | 25 | % | ||||||||||||
Sunrise Real Estate Development Group Inc. | Cayman Islands | 15 | % | ||||||||||||
Company | Operation | % of Rev Based | Place of | Shareholder(s) | Place of | % | |||||||||
15 | Sanya Shang Yang Real Estate Consultation Co., Ltd | Consultation service, | 0 | % | China | Shanghai Shangyang Investment Management and Consulting Co., Ltd | China | 100 | % | ||||||
Company | Operation | % of Rev Based | Place of | Shareholder(s) | Place of | % | |||||||||
16 | Wuhan Yuan Yu Long Real Estate Dev. Co., Ltd. | Property development | 0 | % | China | Sanya Shang Yang Real Estate Consultation Co., Ltd | China | 49 | % | ||||||
Wang Zhi Qing | China | 51 | % | ||||||||||||
Company | Operation | % of Rev Based | Place of | Shareholder(s) | Place of | % | |||||||||
17 | Shanghai Huitian Wealth Mgmt. Co., Ltd | Consultation service, | 0 | % | China | Shanghai Shangyang Investment Management and Consulting Co., Ltd | China | 59 | % | ||||||
Pan Jian | China | 21 | % | ||||||||||||
Wang Zhan | China | 20 | % | ||||||||||||
Company | Operation | % of Rev Based | Place of | Shareholder(s) | Place of | % | |||||||||
18 | Shanghai Daerwei Trading Co., Ltd | Sales & wholesale. | 0 | % | China | Shanghai Guangpeng Investment & Managament Co., Ltd | China | 35.18 | % | ||||||
Shanghai Shenji Biological Tech. Co., Ltd | China | 31.86 | % | ||||||||||||
Shanghai Shangyang Investment Management and Consulting Co., Ltd | China | 12.61 | % | ||||||||||||
Linyi Ruilin Design Co., Ltd | China | 7.3 | % | ||||||||||||
Beijing Zuitaoran Clothes Co., Ltd | China | 4.7 | % | ||||||||||||
Xiamen Ruixu Investment Partnership (Limited Partnership) | China | 2.37 | % | ||||||||||||
Tao Hong | China | 1.93 | % | ||||||||||||
Kuang Gui Yuan | China | 1.24 | % | ||||||||||||
Xiamen Xuyao Investment Partnership (Limited Partnership) | China | 1.13 | % | ||||||||||||
Wang Wenhua | China | 0.74 | % | ||||||||||||
Shanghai YuanChong Managment & Consulting Partnership (Limited Partnership) | China | 0.56 | % | ||||||||||||
Shanghai Xuhao Management & Consulting Partnership (Limited Partnership) | China | 0.39 | % | ||||||||||||
Company | Operation | % of Rev Based | Place of | Shareholder(s) | Place of | % | |||||||||
19 | Shanghai Daerwei Industry Co., Ltd | Sales & wholesale. | 0 | % | China | Zhan Li (HK) Ltd. | Hong Kong, China | 41.91 | % | ||||||
Shanghai Tingran Tech. Development Co., Ltd | China | 36 | % | ||||||||||||
Shanghai Shangyang Investment Management and Consulting Co., Ltd | China | 19.58 | % | ||||||||||||
Shanghai Tingyang Commercial Consulting Partnership (Limited Partnership) | China | 0.95 | % | ||||||||||||
Shanghai Huotiancao Info. Tech. Co., Ltd. | China | 0.79 | % | ||||||||||||
Shanghai Fangken Management Central Partnership (Limited Partnership) | China | 0.77 | % |
We started our agency sales operations in 2001 but have phased out of the agency sales operations where we no longer have this business unit. We are currently focused on real estate development and property management.
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SHDEW was established in June 2013 as a skincare and cosmetic company. We own 19.91% of the common stock of SHDEW. As the Company does not have significant influence in SHDEW and the change of ownership to 19.91% from 20.38% due to certain SHDEW employee stock bonus having vested in December 2019, we changed our accounting method for the SHDEW investment from the equity method to the alternative measurement.
For the year ended December 31, 2023, the Company’s operating revenue was $24,833,863, which was generated by the following operating subsidiaries:
a. Huai’an Tianxi Real Estate Development Co., Ltd (“HATX”), in which SRRE has a 78.46% indirect ownership through its subsidiary, conducts real estate development and contributed $23,610,056 (approximately 95.07% of SRRE’s total operating revenue in 2023). HATX is 100% owned by Huaian Zhanbao Industrial Co., Ltd. (“HAZB”), which is 78.46% owned by Lin Ray Yang Enterprise Ltd., 10% owned by Zhan Li (HK) Ltd., 10% owned by Beijing Zui Tao Ran Fashion Ltd, 0.77% owned by Shanghai Ba A Management Centre (Limited Partnership), and 0.77% owned by Fang Ken Management Centre (Limited Partnership),
b. The financial information of Zhong Ji Pu Fa Real Estate Co., Ltd. (“SHGXL”) is consolidated into the SRRE’s financial statements because SRRE controls the development rights and is the beneficiary of the revenue that SHGXL generates. SHGXL conducts real estate management and contributed $571,437 (approximately 2.3% of SRRE’s total operating revenue in 2023);
c. Shanghai Shang Yang Investment Management and Consultation Company Limited (“SHSY”) has limited business operations. In 2021, SHSY’s revenue was mostly rental income, interest income and other minor revenue, and it contributed $591,551 (approximately 2.38% of SRRE’s total operating revenue in 2023). SHSY is 100% owned by Lin Ray Yang Enterprise Ltd. (“LRY”), which is 100% owned by SRRE. Suzhou Xin Ji Yang Real Estate Consultation Company Limited (“SZXJY”), in which SRRE has a 75% indirect ownership interest through its subsidiary Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”), conducts real estate sales and contributed $69,252 (approximately 0.09% of SRRE’s total operating revenue in 2021). SZXJY is 75% owned by SHXJY, and 25% owned by Jacky Pan Investment Inc.
d. SZXJY, which SRRE indirectly owns through its subsidiary SHXJY, conducts real estate consultancy and contributed $60,819 (approximately 0.25% of SRRE’s total operating revenue in 2023).
Business Activities
Our main operating subsidiary, SHSY, has real estate developments for residential properties as well as property management and leasing. We also have developed a network of landowners and developers, allowing us to explore opportunities in property investments.
Real Estate Development
In October 2011, we established LYSY and own 34% of the company. During the first quarter of 2012, we acquired approximately 103,385 square meters for the purpose of developing villa-style residential housing. The LYSY project has divided into three phases at this moment. Phase 1 has completed construction of 121 units in May 2015 and sold 119 units out of all 121 units. As of March 28, 2024. Phase 2 was divided into north and south area and completed construction of 84 units at the end of 2020. All 84 units have been sold during phase 2 as of March 28, 2024. Phase 3 began construction in the first quarter of 2021 and pre-sale 24 units out of 51 units. As of March 28, 2024. In September 2020, the Company expanded the Linyi project by purchasing an additional 54,312 square meters for 228 million RMB for future development.
In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030 square meters (“sqm”). In December 2018, we established HAZB with a 78.46% ownership for the purpose of real estate investment, and in March 2019, HAZB purchased 100% of HATX and its land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”) of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of March 28, 2024, the Company sold 665 units, respectively, out of 679 units of the first phase and sold 498 units out of 873 of the second phase.
Property Management and Leasing
The Company has two floors of office space encompassing 5,152 square meters in Huilong Tower in Suzhou. We manage these two floors to lease out to prospective tenants.
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We do leasing for the unsold units of the GXL project as stated above. Total leasing area for the GXL building is 3,611 square meters.
We also do leasing for the unsold commercial property of the HATX project. Total leasing area for the property is 8,268 square meters.
Mainland China’s Property Sector
The industry’s macro environment is improving, and the property sector is gradually becoming a more regulated market. Stable economic growth provides a solid and secure base for investment returns in the property sector.
GDP Growth of PRC for the period of 2019 through 2023:
| GDP GROWTH |
| ||
2019 |
| 6.1 | % | |
2020 |
| 2.3 | % | |
2021 |
| 8.4 | % | |
2022 |
| 3.0 | % | |
2023 |
| 5.2 | % | |
Source: National Bureau of Statistics of China
Government Regulation
Regulations on Foreign-Invested Real Estate Enterprise
Industrial Restriction
Pursuant to the Special Administrative Measures on the Access of Foreign Investment (Negative List) (2021 Edition), or the 2021 Negative List, jointly issued by the NDRC and the MOFCOM on December 27, 2021 and enforced on January 1, 2022, the foreign investment related to real estate development does not fall within the category of industries in which foreign investment is restricted or prohibited. The 2020 Negative List enumerates the restricted industries and the prohibited industries in relation to foreign investment, and the industries, such as real estate development industry, which do not fall within the 2021 Negative List, shall be administered under the principle of equal treatment to domestic and foreign investment. On March 15, 2019, the Foreign Investment Law of the People’s Republic of China, or the “FIL”, was issued by SCNPC and took effect on January 1, 2020, which also provides that the industries in which foreign investment is not restricted and prohibited shall be administered under the principle of equal treatment to domestic investment, however, where verification and record-filing of a foreign investment are required, relevant provisions of the State shall still be followed.
Considering the increasing foreign investment in the real estate industry in recent years, the MOHURD, the MOFCOM, the NDRC, the PBOC, the SAIC, and the SAFE jointly implemented the Opinions on Regulating the Entry and Administration of Foreign Investment in the Real Estate Market, or Circular No. 171, on July 11, 2006 and amended on August 19, 2015, which may impact foreign investment in the real estate industry in the following areas:
| ● | Foreign-invested real estate enterprises, or the FIREEs must have a registered capital in amounts pursuant to and consistent with existing regulations. |
| ● | Upon payment of the land use rights grant premium, the FIREE can apply to the land administration authority for a land use rights certificate. Upon obtaining the land use rights certificate, an FIREE may then obtain a recertification of its existing Foreign-Invested Enterprises Approval Certificate, or FIEAC, and the Business License, with the same validity period as that of such land use rights certificate, following which, the FIREE may apply to the tax administration for tax registration purposes. |
| ● | When a foreign investor merges with a domestic real estate enterprise, or acquires an FIREE’s equity or project, the investor is required to submit a guarantee which ensures the compliance with the provisions of the land use rights grant contract, construction site planning permit, construction work planning permit, the land use rights certificate, the modification certification issued by the construction authorities, and the tax payments certification issued by the relevant tax authorities. |
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| ● | Foreign investors which merge with domestic real estate development enterprises by share transfers or other methods, or which acquire the equity of a PRC party in joint venture enterprises, must allocate their employees appropriately, deal with bank debts and settle the lump sum payment of the transfer price through self-owned funds. However, a foreign investor with an unfavorable record may not be allowed to conduct any of the aforesaid activities. |
| ● | FIREEs which have failed to obtain a land use rights certificate, or which have under 35% of the total capital required for the project, will not be allowed to obtain a loan in or outside China, and foreign exchange administration departments will not approve any settlement of foreign loans by such enterprises. |
| ● | Any Chinese or foreign investors in an FIREE may not guarantee fixed profit returns or provide other arrangements to the same effect for any party in any form. |
Circular No. 50
On May 23, 2007, the MOFCOM and the SAFE issued the Notice on Further Strengthening and Standardizing the Approval and Administration of Foreign Direct Investments in Real Estate Enterprise, or Circular No. 50, and amended on October 28, 2015. Some of the key developments in this area are as follows:
| ● | the local governments/authorities that approve FIREE establishments are now required to file such approvals with the MOFCOM; |
| ● | prior to establishing an FIREE, foreign investors are required to obtain land use rights or the ownership of a real estate project, or the investor should have entered into an indicative land grant contract or indicative project purchase agreement with the land administrative department, developer of the land or owner of the property; |
| ● | the practice of allowing foreign investors taking over local project companies by way of roundtrip investment is strictly controlled; and |
| ● | foreign-invested enterprise that intends to engage in real estate development, or an existing FIREE which intends to undertake a new real estate development project, must first apply to the relevant authorities for such business scope and scale expansion in accordance with laws and regulations on foreign investments. |
Circular 122
On August 19, 2015, six PRC regulatory agencies, including the MOHURD and the SAFE, implemented the Notice on Adjusting Policies on Entry and Administration of Foreign Investment in the Real Estate Market, or Circular 122, among other things, according to which the requirement of full payment of its capital contributions of FIREE no longer exists when the FIREE applies to domestic loans, overseas loans and settlement of foreign exchange loans, and the FIREE may directly apply to the bank for the registration of foreign exchange regarding foreign direct investment in accordance with the relevant rules on foreign exchange administration. Similarly, Circular 122 does not de-regulate the Chinese real estate market. The previous material requirements for granting approval under Circular No. 171 and Circular No. 50 still apply.
Other Regulations
In 2017, the Shanghai Municipal Construction and Construction Commission issued the Opinions on the Clarification of Commercial and Office Project (Document 2017 No. 400). This regulation requires all commercial and office buildings be used in accordance to what it was originally intended for when the project registered its plans.
The State Taxation Administration issued the Regulation of Land Value-added Tax Clearing and Administration in May 2009, effective on June 1, 2009. It requires developers to clear the land value-added tax, which have completed development projects and have finished sale, or have sold development projects under construction, to clear the land value-added tax.
In December 2009, the Ministry of Finance, Ministry of Land and Resources, Ministry of Supervision, the Central Government, and five other agencies required issued “Notice Regarding Improving Land Sales and Responsible Management” and required that the initial payment of land purchases be increased to 50% of the purchase price and that the entire purchase price be paid in full within the year. Prior to the announcement, the initial payment was around 20% to 30% of the purchase price.
13
On January 1, 2010, the Ministry of Finance and the State Administration of Taxation re-imposed the business tax on total proceeds from the resale of certain residential properties held for less than five years. The China Banking Regulatory Authority withdrew its earlier policy and re-imposed a minimum of 40% down payment requirement for mortgages for second housing units purchased by families. On March 8, 2010, the Ministry of Land and Resources issued a circular to further strengthen the supervision on land supply, requiring a real estate developer to pay at least 50% of the land premium within one month and 100% within one year after the land use right contract is executed. On April 17, 2010, the State Council issued the Circular on Firmly Restraining Soaring Housing Prices in Certain Cities. Pursuant to this circular,
| ● | A down payment must be no less than 30% of the purchase price for first self-use housing unit purchases by a family with a gross construction area of more than 90 square meters; |
| ● | Down payment for the third or additional housing unit purchased by any family and the loan interest rate must be further increased significantly based on the rate for the first and second housing units, as determined by commercial banks based on their assessment of the risks; |
| ● | Commercial banks may suspend extending loans to families for their purchases of the third or additional housing units in regions where commercial housing unit prices are too high or have risen too fast or supply of housing units is insufficient. The banks may also suspend extending loans to individuals for their purchase of housing units outside of their registered residence if they cannot furnish evidence of their tax or social insurance premium payment for at least one year locally in the region where the subject housing units are located; and |
| ● | Local governments are allowed to limit the total number of housing units one can purchase in certain period in light of the local situation. |
On January 10, 2010, the government established eleven measures to strengthen management of the real estate market to address rising real estate prices. The measures called for an increasing supply of low-cost houses for low-income families and common residential houses, encouraging reasonably priced house buying while limiting purchases for speculation and investment, strengthening real estate project loan risk management and market supervision, speeding up construction of residential housing projects for low-income households, and specifying responsibilities of local governments.
In January 2011, the State Council released an additional eight new measures to put downward pressure on property prices by:
| 1) | Requiring local governments to set housing price targets in proportion to local income levels for 2011; |
| 2) | Requiring a business tax for housing sales within 5 years of purchase must be levied on total sales value; |
| 3) | Strengthening the management of land supply for housing; |
| 4) | Imposing purchase restrictions in all large and medium-sized cities. Families already owning a residential property are allowed to buy only one more, while those already owning two or more properties are prohibited from purchasing additional properties; |
| 5) | Accelerating the construction of social security residential housings; |
| 6) | Providing that the down payment ratio for second-home purchases must not be less than 60%, up from 50%, with an interest rate at least 1.1 times of the benchmark rate; |
| 7) | Improving guidance for the media’s housing market coverage; |
| 8) | Providing for implementation & accountability for local governments over the housing price control targets. |
In May 2011, the National Development and Reform Commission (“NDRC”) began the “one house, one price” policy which requires developers to enhance its disclosure of the residential properties’ offering prices and available supply volume. This policy is designed to prevent developers from posting false supply volume and prices to fuel speculative price volatility.
In July 2011, China’s State Council declared that it will continue to implement tightening policies and expand the housing purchase restrictions to second and third-tier cities.
14
In late February and March 2013, the PRC government issued the “New Five Policies” for administration of the housing market and detailed implementation rules, which signified the PRC government’s strong determination to curb the increase in housing prices by requiring more stringent implementation of the housing price control measures. For example, in the cities where there are existing restrictions on housing sale, if the housing prices are rising fast due to insufficient local housing supply, the local governments are required to take more stringent measures to restrict housing units from being sold to those households that own more than one housing unit. In these cities, the minimum down payment for the second housing unit purchased by a household may be further increased from 60% and the loan interest rate may be raised to be more than 110% of benchmark lending interest rate, as the local housing price control measures require. The New Five Policies also reiterated and emphasized the implementation of the 20% income tax on capital gain generated from housing unit sale. Following the request of the central government, Beijing, Shanghai and other major cities in China have announced detailed regulations to implement the New Five Policies in late March 2013 to further cool down the local real estate markets.
In July 2012, the Ministry of Land and Resources and the Ministry of Housing and Urban-Rural Development jointly issued a notice to further tighten the land use administration and seek stricter enforcement of the existing real estate market regulations, which include, in particular, enhanced control over the floor area and plot ratio of land for housing purpose, closer scrutiny on the qualification of land bidders, and strengthened investigation and punishment on land bidding winners who leave land idle for more than one year.
Such measures and policies by the government have negatively affected the real estate market and caused a reduction in transactions in the real estate market. While these measures and policies remain in effect, they may continue to depress the real estate market, dissuade would-be buyers from making purchases, reduce transaction volume, cause a decline in average selling prices, and prevent developers from raising the capital they need and increase developers’ costs to start new projects.
Enforcement of Civil Liabilities
We conduct all of our operations in China through our wholly owned subsidiaries and all of our assets are in China. All of our directors and senior executive officers reside in China and some or all of the assets of those persons are located outside of the United States. As a result, it may be difficult or impossible to effect service of process within the United States or elsewhere outside China upon us, our directors and executive officers, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. Even if you obtain a judgment against us, our directors, executive officers or the expert named in this prospectus in a U.S. court or other court outside China, you may not be able to enforce such judgment against us or them in China. China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts in the United States, the United Kingdom, Japan or most other western countries and regions. Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions may be difficult or impossible. In addition, you may not be able to bring original actions in China based on the U.S. or other foreign laws against us, our directors, executive officers or any expert named in any prospectus. As a result, shareholder claims that are common in the United States, including class actions based on securities law and fraud claims, are difficult or impossible to pursue as a matter of law and practicality in China. As a result of these barriers, any action by shareholders to enforce civil liabilities may be more expensive and time consuming that would apply to actions brought against companies or their executive officers or directors with more substantial contacts with the United States.
Moreover, regulatory cooperation mechanisms between Chinese authorities and the securities regulatory authorities in the Unities States have not been efficient in the absence of mutual and practical cooperation mechanisms. According to Article 177 of the PRC Securities Law which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas parties. While detailed interpretation of or implementation rules under Article 177 of the PRC Securities Law is not yet available, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by investors in protecting your interests. Therefore, you may not be able to effectively enjoy the protection offered by the U.S. laws and regulations that are intended to protect public investors. See “Risk Factors - You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based on United States or other foreign law against us or our management named in the annual report.”
15
Employees
As of December 31, 2023, we had the following number and categories of employees:
| Employees | |
SRRE | ||
Executive Dept. | 2 | |
Accounting Dept. | 1 | |
Investor Relations Dept. | 1 | |
SHXJY | ||
Administration Dept. | 1 | |
Accounting Dept. | 1 | |
Research & Development Dept. | 1 | |
SZXJY | ||
Administration Dept. | 6 | |
Research & Development Dept. | 1 | |
Accounting Dept. | 2 | |
Marketing Dept. | 12 | |
SHSY | ||
Administration Dept. | 2 | |
Accounting Dept. | 2 | |
Development Dept. | 4 | |
| ||
LYSY |
| |
Accounting Dept | 2 | |
Administration Dept. | 4 | |
Construction Dept. | 6 | |
Marketing Dept. | 2 | |
Executive Dept. | 1 | |
| ||
HATX |
| |
Administration Dept. | 10 | |
Accounting Dept. | 3 | |
Construction Dept. | 5 | |
Marketing Dept. | 8 | |
| ||
SHRJ |
| |
Administration Dept. |
| |
Design Dept. | 1 | |
Total | 78 |
None of our employees are represented by a labor union or bound by a collective bargaining unit. We believe that our relationship with our employees is satisfactory.
ITEM 1A. RISK FACTORS
RISK FACTORS
SRRE has identified a number of risk factors the Company faces. These factors, among others, may cause actual results, events or performance to differ materially from those expressed in this 10-K or in press releases or other public disclosures. You should be aware of the existence of these factors.
16
RISKS RELATING TO THE GROUP
SRRE is a holding company and depends on its subsidiaries’ cash flows to meet its obligations.
SRRE is a holding company and it conducts all of its operations through its subsidiaries. As a result, its ability to meet any obligations depends upon its subsidiaries’ cash flows and payment of funds as dividends, loans, advances or other payments. In addition, the payment of dividends or the making of loans, advances or other payments to SRRE may be subject to regulatory or contractual restrictions.
Development of new business may stretch our cash flow and strain our operation efficiency.
Business expansion and the need to integrate operations arising from the expansion may place a significant strain on our managerial, operational and financial resources, and will further contribute to a need to increase in our financial needs.
Our acquisition of new property may involve risks.
These acquisitions involve several risks including, but not limited to, the following:
| a. | The acquired properties may not perform as well as we expect or ever become profitable. |
| b. | Improvements to the properties may ultimately cost significantly more than we had originally estimated. |
Additional acquisitions might harm our business.
As part of our business strategy, we may seek to acquire or invest in additional businesses, products, services or technologies that we think could complement or expand our business. If we identify an appropriate acquisition opportunity, we might be unable to negotiate the terms of that acquisition successfully, finance it, or integrate it into our existing business and operations. We may also be unable to select, manage or absorb any future acquisitions successfully. Furthermore, the negotiation of potential acquisitions, as well as the integration of an acquired business, would divert management time and other resources. We may have to use a substantial portion of our available cash to consummate an acquisition. If we complete acquisitions through exchange of our securities, our shareholders could suffer significant dilution. In addition, we cannot assure that any particular acquisition, even if successfully completed, will ultimately benefit our business.
Our real estate investments are subject to numerous risks.
We are subject to risks that generally relate to investments in real estate. The investment returns available from equity investments in real estate depend in large part on the amount of income earned and capital appreciation generated by the related properties, as well as the expenses incurred. In addition, a variety of other factors affect income from properties and real estate values, including governmental regulations, insurance, zoning, tax and eminent domain laws, interest rate levels and the availability of financing. For example, new or existing real estate zoning or tax laws can make it more expensive and/or time-consuming to develop real property or expand, modify or renovate properties. When interest rates increase, the cost of acquiring, developing, expanding or renovating real property increases and real property values may decrease as the number of potential buyers decrease. Similarly, as financing becomes less available, it becomes more difficult both to acquire and to sell real property. Finally, governments can, under eminent domain laws, take real property. Sometimes this taking is for less compensation than the owner believes the property is worth. Any of these factors could have a material adverse impact on results of our operations or financial condition. In addition, equity real estate investments, such as the investments we hold and any additional properties that we may acquire, are relatively difficult to sell quickly. If our properties do not generate sufficient revenue to meet operating expenses, including debt servicing and capital expenditures, our income will be reduced.
Competition, economic conditions and similar factors affecting us, and the real estate industry in general, could affect our performance.
Our properties and business are subject to all operating risks common to the real estate industry. These risks include:
| a. | Adverse effects of general and local economic conditions; |
| b. | Increases in operating costs attributable to inflation and other factors; and |
| c. | Overbuilding in certain property sectors. |
17
These factors could adversely affect our revenues, profitability, and results of operations.
Our business is susceptible to fluctuations in the real estate market of China, especially in certain areas of eastern China where a significant portion of our operations are concentrated, which may adversely affect our revenues and results of operations.
We conduct our real estate services business in China. Our business depends substantially on the conditions of the PRC real estate market. Demand for private residential real estate in China has grown rapidly in the recent decade but such growth is often coupled with volatility in market conditions and fluctuation in real estate prices. Fluctuations of supply and demand in China’s real estate market are caused by economic, social, political and other factors. To the extent fluctuations in the real estate market adversely affect real estate transaction volumes or prices, our financial condition and results of operations may be materially and adversely affected.
As a significant portion of our operations is concentrated in Shanghai and Jiangsu Province, any decrease in demand or real estate prices or any other adverse developments in these regions may materially and adversely affect our total real estate transaction volumes and average selling prices, which may in turn adversely affect our revenues and results of operations. These economic uncertainties involve, among other things, conditions of supply and demand in local markets and changes in consumer confidence and income, employment levels, increase in mortgage interest rates and government regulations. These risks and uncertainties could periodically have an adverse effect on consumer demand for and the pricing of our homes, which could cause our operating revenues to decline. In addition, builders are subject to various risks, many of them outside the control of the homebuilder including competitive overbuilding, availability and cost of building lots, materials and labor, adverse weather conditions, cost overruns, changes in government regulations, and increases in real estate taxes and other local government fees. A reduction in our revenues could in turn negatively affect the market price of our securities.
Our net income is generated primarily from an investment in one of our unconsolidated affiliates, and we are dependent upon advances and expected distributions from such affiliate to operate and grow our business and satisfy our liabilities.
SHDEW, an unconsolidated affiliate, has generated the majority of our cash receipts through the payment of dividends and advances in the past few years. Any material decline in the business of SHDEW or in its expected ability to pay dividends would materially and adversely affect our business, our ability to service liabilities and to pay dividends on our common stock, unless we obtain other sources of financing, of which there can be no assurance. As of December 31, 2023, we owned 19.91% of SHDEW, but we do not control or have significant influence on its operations, the payment by SHDEW of dividends or other distributions to us. In addition, the payment of dividends or other distributions from SHDEW could be subject to restrictions on, or taxation of, dividends or repatriation of earnings under applicable law, monetary transfer restrictions, currency exchange regulations in jurisdictions in which our subsidiaries operate or any other restrictions imposed by current or future agreements to which SHDEW may be a party, including debt instruments. Events beyond our control, including changes in general business and economic conditions, could adversely impact the value of our investment and the ability of SHDEW to pay dividends or make other distributions to us.
In addition, a significant portion of our assets consist of ownership interests in SHDEW. If we were required to liquidate any of such securities in order to generate funds to satisfy our liabilities, we may be required to sell such securities at a time or times at which we would not be able to realize what we believe to be the long-term value of such assets and there might be a very limited market for such securities.
Our business may be materially and adversely affected by government measures aimed at China’s real estate industry.
The real estate industry in China is subject to government regulations. Until 2009, the real estate markets in a number of major cities in China had experienced rapid and significant growth. Before the global economic crisis hit all the major economies worldwide in 2009, the PRC government had adopted a series of measures to restrain what it perceived as unsustainable growth in the real estate market. From 2003 to the present, the PRC government introduced a series of specific administrative and credit-control measures including, but not limited to, setting minimum down payment requirements for residential and commercial real estate transactions, limiting availability of mortgage loans, and tightening governmental approval process for certain real estate transactions.
In cities such as Beijing and Shanghai, we have seen the effects of such policies and regulatory measures. The sales volumes for real properties in Beijing and Shanghai decreased significantly after the policy change. The sale prices for certain properties in such cities are also weakened. The PRC government’s policy and regulatory measures on the PRC real estate sector could adversely affect the property purchasers’ ability to obtain mortgage financing or significantly increase the cost of mortgage financing and reduce market demand for properties. These factors may materially and adversely affect our business, financial condition, results of operations and prospects.
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Despite the recent government measures aimed at maintaining the long-term stability of the real estate market, there is no assurance that the PRC government will not continue to adopt new measures in the future that may result in short-term downward adjustments and uncertainty in the real estate market.
Our business may be materially and adversely affected as a result of decreased transaction volumes or real estate prices that may follow these adjustments or market uncertainty.
We operate in a highly competitive environment.
Our competitors may be able to adapt more quickly to changes in customer needs or to devote greater resources than we can to developing and expanding our services. Such competitors could also attempt to increase their presence in our markets by forming strategic alliances with other competitors, by offering new or improved services or by increasing their efforts to gain and retain market share through competitive pricing. As the market for our services matures, price competition and penetration into the market will intensify. Such competition may adversely affect our gross profits, margins and results of operations. There can be no assurance that we will be able to compete successfully with existing or new competitors.
We may be unable to effectively manage our growth.
We will need to manage our growth effectively, which may entail devising and effectively implementing business and integration plans, training and managing our growing workforce, managing our costs, and implementing adequate control and reporting systems in a timely manner. We may not be able to successfully manage our growth or to integrate and assimilate any acquired business operations. Our failure to do so could affect our success in executing our business plan and adversely affect our revenues, profitability and results of operations.
If we fail to successfully manage our planned expansion of operations, our growth prospects will be diminished and our operating expenses could exceed budgeted amounts.
Our ability to offer our services in an evolving market requires an effective planning and management process. We have expanded our operations rapidly since inception, and we intend to continue to expand them in the foreseeable future. This rapid growth places significant demand on our managerial and operational resources and our internal training capabilities. In addition, we have hired a significant number of employees and plan to further increase our total work force. This growth will continue to substantially burden our management team. To manage growth effectively, we must:
| a. | Implement and improve our operational, financial and other systems, procedures and controls on a timely basis. |
| b. | Expand, train and manage our workforce, particularly our sales and marketing and support organizations. |
We cannot be certain that our systems, procedures and controls will be adequate to support our current or future operations or that our management will be able to handle such expansion and still achieve the execution necessary to meet our growth expectations. Failure to manage our growth effectively could diminish our growth prospects and could result in lost opportunities as well as operating expenses exceeding the amount budgeted.
We may be unable to maintain internal funds or obtain financing or renew credit facilities in the future.
Adequate financing is one of the major factors, which can affect our ability to execute our business plan in this regard. We finance our business mainly through internal funds, bank loans or raising equity funds. There is no guarantee that we will always have internal funds available for future developments or we will not experience difficulties in obtaining financing and renewing credit facilities granted by financial institutions in the future. In addition, there may be a delay in equity fundraising activities. Although in August and November 2014 we issued 40,000,000 shares of stock of the Company in aggregate for cash of approximately $3,400,000 to Ace Develop, with Lin Chi-Jung, our director and the sole shareholder of Ace Develop, our access to obtain debt or equity financing depends on the bank’s willingness to lend and on conditions in the capital markets, and we may not be able to secure additional sources of financing on commercially acceptable terms, if at all. If we cannot raise additional capital on acceptable terms, we may not be able to develop or enhance our services, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements. To fully realize our business objectives and potential, we may require additional financing. If we are unable to obtain any necessary additional financing, we will be required to substantially curtail our approach to implementing our business objectives. Additional financing may be debt, equity or a combination of debt and equity. If equity is used, it could result in significant dilution to our shareholders.
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We require substantial capital resources to fund our land use rights acquisition and property developments, which may not be available.
Property development is capital intensive. Our ability to secure sufficient financing for land use rights acquisition and property development depends on a number of factors that are beyond our control, including market conditions in the capital markets, the PRC economy and the PRC government regulations that affect the availability and cost of financing for real estate companies.
In order to strengthen liquidity management and regulate money and credit supply, the People’s Bank of China raised the RMB reserve requirement ratio for depository financial institutions. In 2020, the People’s Bank of China lowered the reserve requirement ratio by 0.5% to 12.5% and 10.5% for large and small financial institutions, respectfully. The reserve requirement ratio refers to the amount of funds that banks must hold in reserve against deposits made by their customers. These increases in the reserve requirement ratio have reduced the amount of commercial bank credit available to businesses in China, including us.
Our operations and growth prospects may be significantly impeded if we are unable to retain our key personnel or attract additional key personnel, particularly since experienced personnel and new skilled personnel are in short supply.
Competition for key personnel is intense. As a small company, our success depends on the service of our executive officers, and other skilled managerial and technical personnel, and our ability to attract, hire, train and retain personnel. There is always the possibility that certain of our key personnel may terminate their employment with us to work for one of our competitors at any time for any reason. There can be no assurance that we will be successful in attracting and retaining key personnel. The loss of services of one or more key personnel could have a material adverse effect on us and would materially impede the operation and growth of our business.
If our partnering developers experience financial or other difficulties, our business and revenues could be adversely affected.
As a service-based company, we greatly depend on the working relationships and agency contracts with its partnering developers. We are exposed to the risks that our partnering developers may experience financial or other difficulties, which may affect their ability or will to carry out any existing development projects or resell contracts, thus delaying or canceling the fulfillment of their agency contracts with us. Any of these factors could adversely affect our revenues, profitability and results of operations.
Our partnering developers are subject to extensive government regulation which could make it difficult for them to obtain adequate funding or additional funding. Various PRC regulations restrict developers’ ability to raise capital through external financings and other methods, including, but not limited to, the following:
| ● | developers cannot pre-sell uncompleted residential units in a project prior to achieving certain development milestones specified in related regulations; |
| ● | PRC banks are prohibited from extending loans to real estate companies to fund the purchase of land use rights; |
| ● | developers cannot borrow from a PRC bank for a particular project unless we fund at least 35% of the total investment amount of that project using our own capital; |
| ● | developers cannot borrow from a PRC bank for a particular project if we do not obtain the land use right certificate for that project; |
| ● | property developers are strictly prohibited from using the proceeds from a loan obtained from a local bank to fund property developments outside of the region where the bank is located; and |
| ● | PRC banks are prohibited from accepting properties that have been vacant for more than three years as collateral for a loan. |
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We may fail to obtain, or may experience material delays in obtaining necessary government approvals for any major property development, which will adversely affect our business.
The real estate industry is strictly regulated by the PRC government. Property developers in China must abide by various laws and regulations, including implementation rules promulgated by local governments to enforce these laws and regulations. Before commencing, and during the course of, development of a property project, we need to apply for various licenses, permits, certificates and approvals, including land use rights certificates, construction site planning permits, construction work planning permits, construction permits, pre-sale permits and completion acceptance certificates. We need to satisfy various requirements to obtain these certificates and permits. To date, we have not encountered serious delays or difficulties in the process of applying for these certificates and permits, but we cannot guarantee that we will not encounter serious delays or difficulties in the future. In the event that we fail to obtain the necessary governmental approvals for any of our major property projects, or a serious delay occurs in the government’s examination and approval progress, we may not be able to maintain our development schedule and our business and cash flows may be adversely affected.
We may be unable to complete our property developments on time or at all.
The progress and costs for a development project can be adversely affected by many factors, including, without limitation:
| ● | delays in obtaining necessary licenses, permits or approvals from government agencies or authorities; |
| ● | shortages of materials, equipment, contractors and skilled labor; |
| ● | disputes with our third-party contractors; |
| ● | failure by our third-party contractors to comply with our designs, specifications or standards; |
| ● | difficult geological situations or other geotechnical issues; |
| ● | on-site labor disputes or work accidents; and natural catastrophes or adverse weather conditions. |
Any construction delays, or failure to complete a project according to our planned specifications or budget, may delay our property sales, which could harm our revenues, cash flows and our reputation.
If we fail to establish and maintain strategic relationships, the market acceptance of our services, and our profitability, may suffer.
To offer services to a larger customer base, our direct sales force depends on strategic partnerships, marketing alliances, and partnering developers to obtain customer leads and referrals. If we are unable to maintain our existing strategic relationships or fail to enter into additional strategic relationships, we will have to devote substantially more resources to the marketing of our services. We would also lose anticipated customer introductions and co-marketing benefits. Our success depends in part on the success of our strategic partners and their ability to market our services successfully. In addition, our strategic partners may not regard us as significant for their own businesses. Therefore, they could reduce their commitment to us or terminate their respective relationships with us, pursue other partnerships or relationships, or attempt to develop or acquire services that compete with our services. Even if we succeed in establishing these relationships, they may not result in additional customers or revenues.
We are subject to the risks associated with projects operated through joint ventures.
Some of our projects are operated through joint ventures in which we have controlling interests. We may enter into similar joint ventures in the future. Any joint venture investment involves risks such as the possibility that the joint venture partner may seek relief under Chinese insolvency laws, or have economic or business interests or goals that are inconsistent with our business interests or goals. While the bankruptcy or insolvency of our joint venture partner generally should not disrupt the operations of the joint venture, we could be forced to purchase the partner’s interest in the joint venture, or the interest could be sold to a third party. Additionally, we may enter into joint ventures in the future in which we have non-controlling interests. If we do not have control over a joint venture, the value of our investment may be affected adversely by a third party that may have different goals and capabilities than ours. It may also be difficult for us to exit a joint venture that we do not control after an impasse. In addition, a joint venture partner may be unable to meet its economic or other obligations, and we may be required to fulfill those obligations.
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We are subject to risks relating to acts of God, terrorist activity and war.
Our operating income may be reduced by acts of God, such as natural disasters or acts of terror, in locations where we own and/or operate significant properties and areas from which we draw customers and partnering developers. Some types of losses, such as from earthquake, hurricane, pandemic, terrorism and environmental hazards, may be either uninsurable or too expensive to justify insuring against. Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of the capital we have invested in any particular property, as well as any anticipated future revenue from such property. In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property. Similarly, wars (including the potential for war), terrorist activity (including threats of terrorist activity), political unrest and other forms of civil strife as well as geopolitical uncertainty have caused in the past, and may cause in the future, our results to differ materially from anticipated results.
A pandemic, epidemic or outbreak of an infectious disease in the markets in which we operate or that otherwise impacts our facilities or advisors could adversely impact our business and/or our ability to complete financial reports to enable us to comply with our reporting obligation under the Exchange Act.
If a pandemic, epidemic, or outbreak of an infectious disease including the recent outbreak of respiratory illness caused by a novel coronavirus (COVID-19) or other public health crisis were to affect our markets or facilities or those of our suppliers or accountants or advisors, our business could be adversely affected. A pandemic typically results in social distancing, travel bans and quarantine, and this may limit access to our employees and professional advisors. These factors may hamper our efforts to comply with our filing obligations with the Securities and Exchange Commission.
We have limited business insurance coverage in China.
The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products. As a result, we do not have any business liability or disruption insurance coverage for our operations in China. Any business disruption, litigation or natural disaster might result in substantial costs and diversion of resources.
We may be affected by global climate change or by legal, regulatory, or market responses to such change.
There is a growing concern in regards to the global warming issues affecting the world. The changing weather patterns and abnormal conditions may affect the construction and logistics of developers and this may indirectly cause inverse effect to our operation. Extreme weather conditions may delay in construction of properties; this then may delay the sale of these properties and therefore delaying our future revenue stream. There may be regulations in manufacturing materials for property construction and new building codes in response to global warming that may delay construction and/or create further expenses to the developers. These possible changes may indirectly affect our business.
Our real estate development operating results may not achieve our goals.
As there are many variables to developing a real estate project, we face the risk of running out of funds mid construction and may have to delay or be unable to continue developing the project. We may also run into market downturn and not be able to sell any of the housings we’ve developed. If any of the above happens, we may face an extreme cash shortage and will directly affect our business.
The staff of our accounting department lack training and experience in the accounting principles generally accepted in the United States (the “U.S. GAAP”), which may result in accounting errors in the financial statements that we file with the Securities and Exchange Commission (the “SEC”).
Our executive offices are located in the PRC. Our entire bookkeeping and accounting staff is located there. Our books and records are maintained in Chinese, using Chinese accounting principles. Chinese accounting principles vary in many important respects from U.S. GAAP. To file our Company’s financial statements with the SEC, our accounting staff must convert the financial statements from Chinese accounting principles to U.S. accounting principles. However, none of the members of our accounting staff has extensive experience or training in the preparation of financial statements under U.S. accounting principles. Neither do we have any employee who has previous experience in accounting for a U.S. public company. This situation creates a risk that the financial statements we file with the SEC will fail to present our financial condition and/or results of operations as required by SEC rules and U.S. GAAP.
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We have identified material weaknesses in our internal control over financial reporting. If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results and prevent fraud. As a result, current and potential stockholders could lose confidence in our financial statements, which would harm the trading price of our common stock.
Companies that file reports with the SEC, including us, are subject to the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or SOX 404. SOX 404 requires management to establish and maintain a system of internal control over financial reporting and annual reports on Form 10-K filed under the Exchange Act to contain a report from management assessing the effectiveness of a company’s internal control over financial reporting. A report of our management is included under Item 9A. “Controls and Procedures” of this report. We are a smaller reporting company and, consequently, are not required to include an attestation report of our auditor in this annual report. However, if and when we become subject to the auditor attestation requirements under SOX 404, we can provide no assurance that we will receive an unqualified report from our independent auditors.
During its evaluation of the effectiveness of internal control over financial reporting as of December 31, 2023, management identified a material weakness relating to our lack of sufficient accounting personnel with an appropriate understanding of U.S. GAAP and SEC reporting requirements.
We are undertaking remedial measures, which measures will take time to implement and test, to address the material weakness. There can be no assurance that such measures will be sufficient to remedy the material weakness identified or that additional material weaknesses or other control or significant deficiencies will not be identified in the future. If we continue to experience material weaknesses in our internal controls or fail to maintain or implement required new or improved controls, such circumstances could cause us to fail to meet our periodic reporting obligations or result in material misstatements in our financial statements, or adversely affect the results of periodic management evaluations and, if required, annual auditor attestation reports. Each of the foregoing results could cause investors to lose confidence in our reported financial information and lead to a decline in our stock price. See Item 9A. “Controls and Procedures” for more information.
Concerns about global warming could adversely affect our business.
There is a growing concern regarding global warming. The changing weather patterns and abnormal conditions may affect the construction and logistics of developers and this may indirectly have adverse effect on our operations. Extreme weather conditions may cause delay in construction of properties, which may in turn delay the sale of these properties and our future revenue stream.
RISKS RELATING TO OUR SECURITIES
Our controlling shareholders could take actions that are not in the public shareholders’ best interests.
As of March 28, 2024, Ace Develop Properties directly controls 64.80% of our outstanding common stock and Lin Chi-Jung, our director, is the sole shareholder of Ace Develop. As of March 28, 2024, Robert Lin Investments directly controls 4.87% of our outstanding common stock and Lin Chao Chun, one of our directors, is the principal and controlling shareholder of Robert Lin Investments. Accordingly, pursuant to our Articles of Incorporation and bylaws, Ace Develop Properties and Lin Chi-Jung, and Robert Lin Investments and Lin Chao Chun, by virtue of their controlling ownership of share interests, will be able to exercise substantial influence over our business by directly or indirectly voting at either shareholders meetings or the board of directors meetings in matters of significance to us and our public shareholders, including matters relating to:
| a. | Election of directors and officers; |
| b. | The amount and timing of dividends and other distributions; |
| c. | Acquisition of or merger with another company; and |
| d. | Any proposed amendments to our Articles of Incorporation. |
Future sales of our common stock could adversely affect our stock price.
If our shareholders sell substantial amounts of our common stock in the public market, the market price of our common stock could be adversely affected. In addition, the sale of these shares could impair our ability to raise capital through the sale of additional equity securities.
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We are traded on the OTC Pink, which can be a volatile market.
Our common stock is quoted on the OTC Pink a quotation system for equity securities. It is a more limited trading market than the Nasdaq Capital Market, and timely and accurate quotations of the price of our common stock may not always be available. Investors may expect trading volume to be low in such a market. Consequently, the activity of only a few shares may affect the market and may result in wide swings in price and in volume.
We may be subject to exchange rate fluctuations.
A majority of our revenues are received, and a majority of our operating costs are incurred, in Renminbi. Because our financial statements are presented in U.S. Dollars, any significant fluctuation in the currency exchange rates between the Renminbi and the U.S. Dollar will affect our reported results of operations. We do not currently engage in currency-hedging transactions.
Trading of our common stock is limited, which may make it difficult for investors to sell their shares at times and prices that investors feel appropriate.
Trading of our common stock has been extremely limited. This adversely effects the liquidity of our common stock, not only in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions and reduction in security analysts’ and the media’s coverage of us. This may result in lower prices for our common stock than might otherwise be obtained and could also result in a larger spread between the bid and asked prices for our common stock.
There is a limited market for our common stock and an active trading market for our common stock may never develop.
Trading in our common stock has been limited and has been characterized by wide fluctuations in trading prices, due to many factors that may have little to do with a company’s operations or business prospects.
Because it may be a “penny stock,” it will be more difficult for shareholders to sell shares of our common stock.
In addition, our common stock may be considered a “penny stock” under SEC rules because it has been trading on the OTC Bulletin Board at prices lower than $5.00. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. This document provides information about penny stocks and the nature and level of risks involved in investing in the penny-stock market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser, and obtain the purchaser’s written agreement for the purchaser. Broker-dealers also must provide customers that hold penny stocks in their accounts with such broker-dealers a monthly statement containing price and market information relating to the penny stock. If a penny stock is sold to investors in violation of the penny stock rules, investors may be able to cancel the purchase and get the money back. The penny stock rules may make it difficult for investors to sell their shares of our stock, and because of these rules, there is less trading in penny stocks. Moreover, many brokers simply choose not to participate in penny-stock transactions. Accordingly, investors may not always be able to resell shares of our common stock publicly at times and at prices that investors feel are appropriate.
Our stock price is, and we expect it to remain, volatile, which could limit investors’ ability to sell stock at a profit.
Since the completion of the SRRE /CY-SRRE/LRY share exchange transactions the market price of our common stock has ranged from a high of $0.53 per share to a low of $0.18 per share in 2023. The volatile price of our stock makes it difficult for investors to predict the value of our investment, to sell shares at a profit at any given time, or to plan purchases and sales in advance. A variety of factors may affect the market price of our common stock. These include, but are not limited to:
| a. | Announcements of new technological innovations or new commercial services by our competitors or us; |
| b. | Developments concerning proprietary rights; |
| c. | Regulatory developments in Mainland China and foreign countries; |
| d. | Period-to-period fluctuations in our revenues and other results of operations; |
| e. | Economic or other crises and other external factors; |
| f. | Changes in financial estimates by securities analysts; and |
| g. | Sales of our common stock. |
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We will not be able to control many of these factors, and we believe that period-to-period comparisons of our financial results will not necessarily be indicative of our future performance.
The stock market in general has experienced extreme price and volume fluctuations that may have been unrelated and disproportionate to the operating performance of individual companies. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance.
Because we do not pay cash dividends on a regular basis, investors will not realize any income from an investment in our common stock unless and until investors sell their shares at profit.
We paid a cash dividend of $0.15 per share on our common stocks on April 5, 2023. Investors should not rely on an investment in our stock if they require dividend income. Further, investors will only realize income on an investment in our stock in the event they sell or otherwise dispose of their shares at a price higher than the price they paid for their shares. Such a gain would result only from an increase in the market price of our common stocks, which is uncertain and unpredictable.
We intend to retain all of our earnings for use in our business and do not anticipate paying any cash dividends in the near future.
The payment of any future dividends will be at the discretion of the Board of Directors and will depend upon a number of factors, including future earnings, the success of our business activities, general financial condition, future prospects, general business conditions and such other factors as our Board of Directors may deem relevant.
RISKS RELATING TO THE REAL ESTATE INDUSTRY IN YANGTZE DELTA AND OTHER AREAS OF THE PRC
The real estate market in Yangtze Delta and other areas of the PRC is a developing one.
We are subject to real estate market conditions in the PRC generally and Yangtze Delta in particular. Private ownership of property in the PRC is still at an early stage of development. Although there is a perception that economic growth in the PRC and the higher standard of living resulting from such growth will lead to a greater demand for private properties in the PRC, it is not possible to predict with certainty that such a correlation exists as many social, political, economic, legal and other factors may affect the development of the property market. The level of uncertainty is increased by the limited availability of accurate financial and market information as well as the overall low level of transparency in the PRC.
The PRC property market, including the Yangtze Delta property market, is volatile and may experience oversupply and property price fluctuations. The central and local governments frequently adjust monetary and other economic policies to prevent and curtail the overheating of the PRC and local economies, and such economic adjustments may affect the real estate market in Yangtze Delta and other parts of China. Furthermore, the central and local governments from time to time make policy adjustments and adopt new regulatory measures in a direct effort to control the over development of the real estate market in China, including Yangtze Delta. Such policies may lead to changes in market conditions, including price instability and an imbalance of supply and demand of residential properties, which may materially adversely affect our business and financial conditions. Also, there is no assurance that there will not be over development in the property sector in Yangtze Delta and other parts of China in the future. Any future over development in the property sector in Yangtze Delta and other parts of China may result in an oversupply of properties and a fall of property prices in Yangtze Delta or any of our other markets, which could adversely affect our business and financial condition. The lack of a liquid secondary market for residential property may discourage investors from acquiring new properties. The limited amount of property mortgage financing available to PRC individuals may further inhibit demand for residential developments.
Local government may issue further restrictive measures.
In January 2011, the Shanghai municipal government put forward a local restrictive policy. The policy prohibits residential housing purchases for (1) non-local residents, who are not able to provide a local tax payment or social security payment certificate over one year within the most recent two years, (2) local resident, who is already in possession of two residential units. The policy also limits residential housing purchases for (1) non-local residents, who are able to provide local tax payment certificate over one year, to only one unit, (2) local residents, who are already in possession of only one residential unit, to one additional residential unit.
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In 2017, the Shanghai Municipal Construction and Construction Commission issued the Opinions on the Clarification of Commercial and Office Project (Document 2017 No. 400). This new regulation requires all commercial and office buildings be used in accordance to what it was originally intended when the project registered its plans. Our GXL project was inspected by the government and was found to be in accordance with our originally registered plan. However, as of today, we are waiting for the proper authority to allow continued selling of the units.
We cannot assure you that the local government in Shanghai or Jiangsu Province will not issue further restrictive measures in the future. The local government’s restrictive regulations and measures could increase our operating costs in adapting to these regulations and measures, limit our access to capital resources or even restrict our business operations, which could further adversely affect our business and prospects.
We face increasing competition, which may adversely affect our revenues, profitability and results of operations.
In recent years, a large number of property companies have begun undertaking property sales and investment projects in Yangtze Delta and elsewhere in the PRC. Some of these property companies may have better track records and greater financial and other resources than we do. The intensity of the competition may adversely affect our business and financial position. In addition, the real estate market in Yangtze Delta and elsewhere in the PRC is rapidly changing. If we cannot respond to the changes in the market conditions more swiftly or effectively than our competitors do, our business and financial position will be adversely affected.
If the availability or attractiveness of mortgage financing were significantly limited, many of our prospective customers would not be able to purchase the properties, thus adversely affecting our business and financial position.
Mortgages are becoming increasingly popular as a means of financing property purchases in the PRC. An increase in interest rates may significantly increase the cost of mortgage financing, thus reducing the affordability of mortgages as a source of financing for residential property purchases. The PRC government has increased the down payment requirements and imposed certain other conditions that make mortgage financing unavailable or unattractive for some potential property purchasers. There is no assurance that the down payment requirements and other conditions will not be further revised. If the availability or attractiveness of mortgage financing is further significantly limited, many of our prospective customers would not be able to purchase the properties and, as a result, our business and future prospects would be adversely affected.
Our future prospects are heavily dependent on the performance of property sectors in specific geographical areas.
The properties we resell and intend to invest in are mainly based in Yangtze Delta. Our future prospects are, therefore, heavily dependent on the continued growth of the property sector around Yangtze Delta, and our business may be affected by any adverse developments in the supply and demand or housing prices in the property sector around Yangtze Delta.
The current level of property development and investment activity in Yangtze Delta and other markets is substantial. However, there is no assurance that such property resale and investment activity in Yangtze Delta or any of our other markets will continue at this level in the future or that we will be able to benefit from the future growth of these property markets.
Our revenues and operating income could be reduced by adverse conditions specific to our property locations.
The properties we resell and intend to invest in are concentrated geographically and are located predominately in Yangtze Delta. As a result, our business and our financial operating results may be materially affected by adverse economic, weather or business conditions in this area. Adverse conditions that affect these areas such as economic recession, changes in extreme weather conditions and natural disasters, may have an adverse impact on our operations.
RISKS RELATING TO THE PEOPLES REPUBLIC OF CHINA (“PRC”)
All of our current prospects and deals are generated in Mainland China; thus, all of our revenues are derived from our operations in the PRC. Accordingly, our business, financial condition, results of operations and prospects are subject, to a significant extent, to economic, political and legal developments in the PRC.
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PRC economic, political policies and social conditions could adversely affect our business.
The economy of PRC differs from the economies of most developed countries in a number of respects, including the amount of government involvement, level of development, growth rate and control of foreign exchange and allocation of resources.
The PRC Government has been reforming the PRC economic system from planned economy to market oriented economy for more than 20 years, and has also begun reforming the government structure in recent years. These reforms have resulted in significant economic growth and social progress. Although we believe these reforms will have a positive effect on our overall and long-term development, we cannot predict whether any future changes in PRC’s political, economic and social conditions, laws, regulations and policies will have any adverse effect on our current or future business, results of operations or financial condition.
Changes in foreign exchange regulations may adversely affect our ability to pay dividends and could adversely affect our results of operations and financial condition.
Substantially all of our revenues and operating expenses are denominated in Renminbi. Conversion of Renminbi is under strict government regulation in the PRC. The Renminbi is currently freely convertible under the “current account”, including trade and service-related foreign exchange transactions and payment of dividends, but not under the “capital account”, which includes foreign direct investment and loans. Under the existing foreign exchange regulations in the PRC, we will be able to pay dividends in foreign currencies without prior approval from the State Administration for Foreign Exchange by complying with certain procedural requirements. However, there is no assurance that the above foreign policies regarding payment of dividends in foreign currencies will continue in the future.
Fluctuation of the Renminbi could materially affect the value of, and dividends payable on, the common stock.
The value of the Renminbi is subject to changes in the PRC Government’s policies and depends to a large extent on China’s domestic and international economic and political developments, as well as supply and demand in the local market. Since 1994, the official exchange rate for the conversion of Renminbi to U.S. Dollars has generally been stable, and in 2005 the official exchange rate between U.S. Dollars and Renminbi had a little fluctuation. However, we cannot give any assurance that the value of the Renminbi will continue to remain stable against the U.S. Dollar or any other foreign currency. Since our income and profit are denominated in Renminbi, any devaluation of the Renminbi would adversely affect the value of, and dividends, if any, payable on, our shares in foreign currency terms.
The PRC legal system embodies uncertainties
The PRC legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little value as precedents. In 1979, the PRC Government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past years has significantly enhanced the protections afforded to various forms of foreign investment in Mainland China. Our PRC operating subsidiaries, wholly foreign-owned enterprises (“WFOEs”), are subject to laws and regulations applicable to foreign investment in the PRC in general and laws and regulations applicable to WFOEs in particular. However, these laws, regulations and legal requirements are constantly changing, and their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available to us and other foreign investors. In addition, we cannot predict the effect of future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws.
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Changes in social conditions, political and economic policies of the PRC government may affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.
Our results of operations, financial condition and prospects are influenced by social, economic, political and legal developments in China. China’s economy differs from the economies of most developed countries in manm, y respects, including with respect to the framework and style of government supervision, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. The PRC government also exercises significant control over China’s economic growth through strategically allocating resources, controlling the payment of foreign currency denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. The growth rate of the Chinese economy has gradually slowed since 2010, and the impact of COVID-19 on the Chinese economy in 2020, 2021 and 2022 is reported to be severe. Any prolonged slowdown in the Chinese economy may reduce the demand for our property and materially and adversely affect our business and results of operations.
The new, stricter regulations or interpretations of existing regulations imposed by the central or local governments may require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations, and if relevant regulations are issued and become effective in a short notice, we may not be able to take the required actions in a timely manner without allocating significant resource. Any changes in the political and economic policies of the PRC government may lead to changes in the laws and regulations or the interpretation of the same, as well as changes in the foreign exchange regulations, taxation and import and export restrictions, which may, in turn, adversely affect our financial performance. Policies of the PRC government to implement economic reform policies to encourage foreign investments and greater economic decentralization are uneven and uncertain. Therefore, we cannot predict whether changes in the PRC economic, political and social conditions, laws, regulations and policies will have any adverse effect on our current or future business, financial condition or results of operations.
We may be subject to fines or penalties if we fail to comply with any applicable laws, regulations or rules.
Historically, we experienced certain non-compliance incidents as some of our project companies commenced construction before obtaining construction work permits or construction work planning permits. We believe these non-compliances did not have a material operational and financial impact on us. There is no assurance that our internal control measures will be effective and there will not be any non-compliance incidents in the future.
In addition, PRC laws, regulations or rules governing our industry have been evolving rapidly. We cannot assure you that we will not be subject to fines or penalties arising from non-compliance incidents if we fail to adapt to the new regulatory regime in a timely manner, or at all, which may have a material adverse effect on our business, financial condition and results of operation.
There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.
Our core business is conducted within China and is governed by PRC laws and regulations. Our PRC subsidiaries are subject to laws, rules and regulations applicable to foreign investment in China. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value.
In 1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investment in China. However, China has not developed a fully integrated legal system, and recently enacted laws, rules and regulations may not sufficiently cover all aspects of economic activities in China or may be subject to significant degrees of interpretation by PRC regulatory agencies. In particular, because these laws, rules and regulations are relatively new, and because of the limited number of published decisions and the nonbinding nature of such decisions, and because the laws, rules and regulations often give the relevant regulator significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent and unpredictable. In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation.
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Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business, financial condition and results of operations.
In addition, the PRC government has significant oversight and discretion over the conduct of our operations and may intervene or influence our operations as the government deems appropriate to further regulatory, political and social goals. The PRC government has recently published new policies that significantly affected certain industries such as the internet industries and private education industries, and we cannot rule out the possibility that it will in the future release regulations or policies or take regulatory actions regarding our industry that could adversely affect our business, financial condition and results of operations.
We may fail to obtain or maintain, or may experience material delays in obtaining, necessary government approvals for any major property development, which will adversely affect our business.
The real estate industry in China is strictly regulated by the PRC government. Property developers in China must abide by various laws and regulations, including implementation rules implemented by local governments to enforce these laws and regulations. Before commencing, and during the course of, development of a property project, we need to apply for or renew various licenses, permits, certificates and approvals, including but not limited to, land use rights certificates, construction site planning permits, construction work planning permits, construction permits, pre-sale permits and completion acceptance certificates. We need to satisfy various requirements to obtain these approval certificates and permits, and to meet specific conditions in order for the government authorities to renew relevant approval certificates and permits. We cannot guarantee that we will not encounter serious delays or difficulties in the future. Some of our subsidiaries were not in compliance with certain construction or pre-sale PRC laws and regulations, such as commencing construction works and pre-sale before obtaining the requisite approvals or permits. Although we have improved our internal control procedures, we cannot guarantee that we will be able to adapt to new rules and regulations that may come into effect from time to time with respect to the property industry or that we will not encounter material delays or difficulties in fulfilling the necessary conditions to obtain and/or renew all necessary certificates or permits for our operations in a timely manner, or at all, in the future. In the event that we fail to obtain the necessary governmental approvals for any of our major property projects, or a serious delay occurs in the government’s examination and approval process, we may not be able to maintain our development schedule and our business and cash flows may be adversely affected.
Moreover, as the real estate industry is closely monitored by the PRC government, we anticipate that new policies will be promulgated from time to time in relation to the conditions for issuance or renewal of such approvals, licenses or permits. We cannot guarantee that such new policies will not present unexpected obstacles toward our ability to obtain or renew the required permits, licenses and certificates or that we will be able to overcome these obstacles in a timely manner, or at all. Loss of or failure to renew our permits, licenses and certificates may stall the progress of our major property development projects.
We may suffer a penalty or even forfeit land to the PRC government if we fail to comply with procedural requirements applicable to land grants from the government or the terms of the land use rights grant contracts.
According to the relevant PRC laws and regulations, if we fail to develop a property project according to the terms of the land use rights grant contract, including those relating to the payment of land premiums, specified use of the land and the time for commencement and completion of the property development, the PRC government may issue a warning, may impose a penalty or may order us to forfeit the land. Specifically, under current PRC laws and regulations, if we fail to pay land premiums in accordance with the payment schedule set forth in the relevant land use rights grant contract, the relevant PRC land bureau may issue a warning notice to us, impose late payment penalties or even require us to forfeit the related land to the PRC government. The late payment penalties are usually calculated based on the overdue days for the land premium payments. Furthermore, if we fail to commence development within one year after the commencement date stipulated in the land use rights grant contract, the relevant PRC land bureau may issue a warning notice to us and impose an idle land fee on the land of up to 20% of the land premium. If we fail to commence development within two years, the land will be subject to forfeiture to the PRC government without any compensation, unless the delay in development is caused by government actions or force majeure. Even if the commencement of the land development is compliant with the land use rights grant contract, if the developed GFA on the land is less than one-third of the total GFA of the project that should have been under construction and development or the total capital invested is less than one-fourth of the total investment of the project and the suspension of the development of the land continues for more than one year without government approval, the land will also be treated as idle land and be subject to penalty or forfeiture.
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We cannot assure you that circumstances leading to significant delays in our own land premium payments or development schedules or forfeiture of land will not arise in the future. If we pay a substantial penalty, we may not be able to meet pre-set investment targeted returns for a given project and our financial conditions could be adversely affected. If any of our land is forfeited, we will not only lose the opportunity to develop the property projects on such land, but may also lose a significant portion of the investment in such land, including land premium deposits and the development costs incurred.
Any non-compliant GFA of our uncompleted and future property developments will be subject to governmental approval and additional payments or even revocation of qualification certificate.
The local government authorities inspect property developments after their completion and issue the completion acceptance certificates if the developments are in compliance with the relevant laws and regulations. If the total constructed GFA of a property development exceeds the GFA originally authorized in the relevant land grant contracts or construction permit, or if the completed property contains built-up areas that do not conform with the plan authorized by the construction permit, the property developer may be required to pay additional amounts or take corrective actions with respect to such non-compliant GFA before a completion acceptance certificate can be issued to the property development. Furthermore, if the total constructed GFA of a property development exceeds the constructed GFA limitation specified in the real estate development qualification obtained by the property developer, the property developer may be fined up to RMB100,000, or even have its qualification certificate and business license revoked.
We obtained completion acceptance certificates for all of our completed properties as of December 31, 2021. However, we cannot be certain that local government authorities will not determine that the total constructed GFA upon completion of our existing projects under development or any future property developments exceed the relevant authorized GFA. Any such non-compliance could lead to additional payments or penalty, which would adversely affect our financial condition. We have not incurred material amounts of any such payments or penalties since the founding of our company.
We may not be able to continue obtaining qualification certificates, which will adversely affect our business.
Real estate developers in the PRC must obtain a formal qualification certificate in order to carry on a property development business in the PRC. According to the PRC regulations issued on the qualifications of property developers, a newly established property developer must first apply for a temporary qualification certificate with a one-year validity, which can be renewed for not more than two years. If, however, the newly established property developer fails to commence a property development project within the one-year period during which the temporary qualification certificate is in effect, it will not be allowed to renew its temporary qualification certificate. All qualification certificates are subject to inspection on an annual basis and shall be renewed upon expiration. Under government regulations, developers must fulfill all statutory requirements before they may obtain or renew their qualification certificates. In accordance with the provisions of the rules on the administration of qualifications, the real estate developer qualifications are classified into four classes and the approval system for each class is tiered. A real estate developer may only engage in the development and sale of real estate within the scope of its qualification certificate.
There can be no assurance that some of our project companies that are in the process of applying for or renewing proper qualification certificates will be able to obtain such certificates on a timely basis to commence their planned real estate projects development on schedule. There can be no further assurance that we and our project companies will continue to be able to extend or renew the qualification certificates or be able to successfully upgrade the current qualification class to a higher qualification. If we or our project companies are unable to obtain or renew qualification certificates, the PRC government will refuse to issue pre-sale and other permits necessary for the conduct of the property development business, and our results of operations, financial condition and cash flows will be adversely affected. In addition, if any of our project companies engages in the development and sale of real estate outside the scope of its qualification certificate, it may be ordered to rectify such conduct within a prescribed period, be fined up to RMB100,000, or even have its qualification certificate and business license revoked.
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Our failure to assist our customers in applying for property ownership certificates in a timely manner may lead to compensatory liabilities to our customers and our reputation and results of operations may be thus adversely affected.
We are statutorily required to assist our customers in their application process for property ownership certificates within 90 days after delivery of property, or such other period contracted with our customers, including in the way of submitting required materials to the real estate administration of the place where the house is located within 60 days from the day of delivery, passing various governmental clearances, formalities and procedures. If we failed to submit required materials for property right registration within such period, we may be given a disciplinary warning and be ordered to take remedial measures within specified time limit, or be fined not less than RMB20,000 but not more than RMB30,000. Besides, under our typical sales contract, we are liable for any delay in the submission of the required documents as a result of our failure to meet such requirements, and are required to compensate our customers for delays. In the case of delays of submission of required documents, we are required under contracts with our customers to pay compensation to our customers and our reputation and results of operations may be adversely affected.
We are subject to PRC restrictions on currency exchange.
We currently receive all of our revenues from operations in the PRC and such revenues are denominated in Renminbi. The Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans, including loans we may secure from our PRC subsidiaries. Currently, our PRC subsidiaries may purchase foreign currency for settlement of “current account transactions,” including payment of dividends to us, without the approval of the SAFE by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, the SAFE and other relevant PRC governmental authorities. Since a significant amount of our future revenues and cash flow will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize cash generated in Renminbi to fund our business activities outside of the PRC or pay dividends in foreign currencies to our shareholders, and may limit our ability service our foreign currency-denominated indebtedness and to obtain foreign currency through debt or equity financing for our PRC subsidiaries.
PRC regulations relating to investments in offshore companies by PRC residents may subject our PRC-resident beneficial owners or our PRC subsidiaries to liability or penalties or otherwise limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us or otherwise adversely affect us.
On July 4, 2014, the SAFE issued the Circular of the State Administration of Foreign Exchange on Issues Concerning the Foreign Exchange Administration over the Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles, or the SAFE Circular 37, which replaced the former circular commonly known as “Circular 75” implemented on October 21, 2005. The SAFE Circular 37 requires PRC residents to register with the competent local SAFE branch in connection with their direct establishment or indirect overseas investment activities. Under SAFE Circular 37, PRC residents who make, or have prior to the implementation of SAFE Circular 37 made, direct or indirect investments in offshore special purpose vehicles, or SPVs, are required to register such investments with SAFE or its local branches. In addition, any PRC resident who is a direct or indirect shareholder of an SPV, is required to update its registration with the local branch of SAFE with respect to that SPV, to reflect any material change. Moreover, any subsidiary of such SPV in China is required to urge the PRC resident shareholders to update their registration with the local branch of SAFE to reflect any material change. If any PRC resident shareholder of such SPV fails to make the required registration or to update the registration, the subsidiary of such SPV in China may be prohibited from distributing its profits or the proceeds from any capital reduction, share transfer or liquidation to the SPV, and the SPV may also be prohibited from making additional capital contributions into its subsidiaries in China. In February 2015, SAFE promulgated a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13. Under SAFE Notice 13, applications for foreign exchange registration of inbound foreign direct investments and outbound direct investments, including those required under SAFE Circular 37, must be filed with qualified banks instead of SAFE. Qualified banks should examine the applications and accept registrations under the supervision of SAFE.
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As there is uncertainty concerning the reconciliation of these notices with other approval or registration requirements and their interpretation and implementation has been constantly evolving, it remains unclear how these regulations, and any future legislation concerning offshore or cross-border investments and transactions, will be interpreted, amended and implemented by the relevant government authorities. For example, we may be subject to a more stringent review and approval process with respect to our foreign exchange activities, such as remittance of dividends and foreign-currency-denominated borrowings, which may adversely affect our financial condition and results of operations. In addition, as a publicly traded company in the United States, we may not at all times know of the identities of all of our beneficial owners, who are PRC citizens or residents, and we may have little control over either our present or prospective direct or indirect PRC resident beneficial owners or the outcome of such registration procedures. We cannot assure you that we have complied or will be able to comply with all applicable foreign exchange and outbound investment related regulations. The failure or inability of these PRC resident beneficial owners to comply with applicable SAFE registration requirements may subject us to the sanctions described above, including sanctions which may impede our ability to contribute the additional capital from our proceeds of any future offerings to our PRC subsidiaries, and our PRC subsidiaries’ ability to pay dividends or distribute profits to us. Furthermore, if we decide to acquire a PRC domestic company, we cannot assure you that we or the owners of such company, as the case may be, will be able to obtain the necessary approvals or complete the necessary filings and registrations required by the foreign exchange regulations. This may restrict our ability to implement our acquisition strategy and could adversely affect our business and prospects.
If the Chinese government were to impose new requirements for approval from the PRC Authorities to issue our common stock to foreign investors or list on a foreign exchange, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
While we do not currently plan to conduct any offerings of our securities in the U.S., the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems will be taken to deal with the risks and incidents of China-concept overseas listed companies, and cybersecurity and data privacy protection requirements and similar matters.
On February 17, 2023, the CSRC released the Trial Administrative Provisions of the State Council Regarding the Overseas Issuance and Listing of Securities by Domestic Enterprises and the Measures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises, which came into effect on March 31, 2023. The Rules Regarding Overseas Listing lay out the filing regulation arrangement for both direct and indirect overseas listing, and clarify the determination criteria for indirect overseas listing in overseas market.
The Rules Regarding Overseas Listing stipulate that the Chinese-based companies, or the issuer, shall fulfill the filing procedures within three working days after the issuer makes an application for initial public offering and listing in an overseas market. The required filing materials for an initial public offering and listing should include at least the following: record-filing report and related undertakings; regulatory opinions, record-filing, approval and other documents issued by competent regulatory authorities of relevant industries (if applicable); and security assessment opinion issued by relevant regulatory authorities (if applicable); PRC legal opinion; and prospectus.
In addition, an overseas offering and listing is prohibited under any of the following circumstances: (1) if the intended securities offering and listing is specifically prohibited by national laws and regulations and relevant provisions; (2) if the intended securities offering and listing may constitute a threat to or endangers national security as reviewed and determined by competent authorities under the State Council in accordance with law; (3) if there are material ownership disputes over the equity, major assets, and core technology, etc. of the issuer; (4) if, in the past three years, the domestic enterprise or its controlling shareholders or actual controllers have committed corruption, bribery, embezzlement, misappropriation of property, or other criminal offenses disruptive to the order of the socialist market economy, or are currently under judicial investigation for suspicion of criminal offenses, or are under investigation for suspicion of major violations; (5) if, in past three years, directors, supervisors, or senior executives have been subject to administrative punishments for severe violations, or are currently under judicial investigation for suspicion of criminal offenses, or are under investigation for suspicion of major violations; (6) other circumstances as prescribed by the State Council. The Administration Provisions defines the legal liabilities of breaches such as failure in fulfilling filing obligations or fraudulent filing conducts, imposing a fine between RMB 1 million and RMB 10 million, and in cases of severe violations, a parallel order to suspend relevant business or halt operation for rectification, revoke relevant business permits or operational license.
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Although the Rules Regarding Overseas Listing have gone into effect, it may subject us to additional compliance requirement in the future, and we cannot assure you that we will be able to get the clearance of filing procedures under the Rules Regarding Overseas List on a timely basis, or at all. If we do not receive any required approvals or record-filing or if we incorrectly conclude that approvals or record-filing are not required or if the CSRC or other regulatory agencies promulgate new rules, explanations or interpretations requiring that we obtain their prior approvals or ex-post record-filing for any follow-on offering, we may be unable to obtain such approvals and record-filing which could significantly limit or completely hinder our ability to offer or continue to offer securities to our investors.
Furthermore, the PRC government authorities may strengthen oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers like us. Such actions taken by the PRC government authorities may intervene or influence our operations at any time, which are beyond our control. Therefore, any such action may adversely affect our operations and significantly limit or hinder our ability to offer or continue to offer securities and reduce the value of such securities.
As of the date of this report, we and our PRC subsidiaries have not been involved in any investigations on cybersecurity review initiated by the Cyber Administration of China or related governmental regulatory authorities, and have not received any requirements to obtain permissions from any PRC authorities to issue our common stocks to foreign investors or were denied such permissions by any PRC authorities. However, given the current PRC regulatory environment, it is uncertain when and whether we or our PRC subsidiaries, will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded.
We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings. As of the date of this report, except for the potential uncertainties disclosed above, we have not received any inquiry, notice, warning, sanctions or regulatory objection from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities.
Uncertainties exist regarding recent regulations concerning cybersecurity due to the possibility that laws, regulations or policies in the PRC could change or rapidly evolve in the future.
The PRC has recently promulgated new rules that require companies collecting or holding large amounts of data to undergo a cybersecurity review prior to listing in foreign countries, a move that will significantly tighten oversight over China-based internet giants. The Measures for Cybersecurity Review (2021 version) was promulgated on December 28, 2021 and became effective on February 15, 2022. These measures specify that any “online platform operators” controlling the personal information of more than one million users which seek to list on a foreign stock exchange are subject to prior cybersecurity review.
As our business belongs to the real estate industry in China, and our business does not involve the collection of user data or involve any other type of restricted industry, our business is generally outside the scope of the Measures for Cybersecurity Review. Based on the advice of counsel and our understanding of currently applicable PRC laws and regulations, any offering in the U.S. is subject to the review or prior approval of the CAC or the CSRC. Uncertainties still exist, however, due to the possibility that laws, regulations or policies in the PRC could change or rapidly evolve in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.
Future laws and regulations regarding cybersecurity, data security and personal information protection could affect our operations.
China’s Cybersecurity Law, Data Security Law and Personal Information Protection Law lay down three legal mechanisms for cross-border data transfers out of China, including regulator-led security assessment, the China standard contractual clause and privacy protection certification. Regulations enacted on March 22, 2024 exempted from any security assessment the export of personal data necessary for performing a contract for which the individual is a contracting party, such as online shopping, cross-border delivery and cross-border payment. Our operations are conducted entirely within China, so we do not believe that these regulations will impact our business, but future laws and regulations that impact the use and management of personal information could have an adverse effect on our operations should we collect such information.
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Recent joint statement by the SEC and the PCAOB, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to the continued trading “over the counter” or future offerings of our securities in the U.S.
On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.
On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market,” (ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors. On October 4, 2021, the SEC approved Nasdaq’s revised proposal for the rule changes.
On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law.
On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the Holding Foreign Companies Accountable Act.
On June 22, 2021, the U.S. Senate passed a bill and the U.S. House of Representatives then signed into law, the Consolidated Appropriations Act of 2023, which amended the Holding Foreign Companies Accountable Act to decrease the number of consecutive non-inspection years required for triggering the prohibitions under the Holding Foreign Companies Accountable Act from three years to two years.
On September 22, 2021, the PCAOB adopted a final rule implementing the Holding Foreign Companies Accountable Act, which provides a framework for the PCAOB to use when determining, as contemplated under the Holding Foreign Companies Accountable Act, whether the board of directors of a company is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.
On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act.
On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken by PRC and Hong Kong authorities in those jurisdictions.
The lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China. As a result, the investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could cause investors and potential investors to lose confidence in the audit procedures and reported financial information and the quality of the financial statements of those companies who have China-based auditors.
On December 15, 2022, the PCAOB determined that it has secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. The PCAOB has voted to vacate the previous determinations to the contrary.
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Our auditor, RH CPA, is an independent registered public accounting firm with the PCAOB, and as an auditor of publicly traded companies in the U.S., is subject to laws in the U.S. pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. However, the recent developments would add uncertainties to our future offerings in the U.S., and we cannot assure you whether regulatory authorities would apply additional and more stringent criteria to us since and the majority of our operations are conducted in China. Furthermore, the Holding Foreign Companies Accountable Act, which requires that the PCAOB be permitted to inspect an issuer’s public accounting firm within three years, may result in the prohibition of trading in our common stocks in the future if the PCAOB is unable to inspect our accounting firm at such future time. The Accelerating Holding Foreign Companies Accountable Act, if passed by the U.S. House of Representatives and signed into law, would reduce the period of time for foreign companies to comply with PCAOB audits to two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.
Changes in political, business, economic and trade relations between the United States and China may have a material adverse impact on our ability to raise capital and thereby on our business, results of operations and financial condition.
Although we do presently intend to conduct any securities offerings in the United States, adverse relations between the United States and China may adversely affect the willingness of United States investors to purchase our securities and underwriters to offer our securities, and thereby adversely affect our ability to conduct offerings of securities in the United States, which could have an adverse impact on our business and financial condition.
Dividends and cash transfers are subject to restrictions applicable to cross border fund transfers
We transfer cash amongst our subsidiaries and SRRE through the general banking system as regulated by the Chinese government. We have been able to transfer cash from our subsidiaries to SRRE and distribute dividends to our shareholders in compliance with Chinese government restrictions on currency exchange and regulations. Chinese regulations generally restrict cross border fund transfers to dividend payments to upstream companies, such as SRRE, or a return of invested funds. Chinese companies can only transfer funds to their overseas parent companies through profit distribution and a withdrawal of investments. Before distributing earnings overseas to SRRE, a subsidiary needs to provide verification of its earnings, which usually involves an auditor issuing an audit report, and the subsidiary must pay the relevant income tax. Profit distributions require payment of a capital gains tax, typically at a rate of 10%.
While no dividends or distributions were made to the shareholders of SRRE during the fiscal year ended December 31, 2022, in November 2022, SHSY paid a dividend to LRY in the amount of 200 million RMB. This dividend resulted in a capital gains tax of 20 million RMB. As a result, LRY received 180 million RMB ($25,375,686) net of taxes. On March 2023, LRY transferred $10,303,789 to SRRE to pay a dividend to our shareholders, which funds initially came from SHSY. There are no Chinese tax consequences to pay dividends to United States investors.
35
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based on United States or other foreign law against us or our management named in the annual report.
We are incorporated in Texas and conduct all of our operations in China through our wholly owned subsidiaries. All of our assets are located in China. In addition, all of our directors and senior executive officers reside in China and some or all of the assets of those persons are located outside of the United States. As a result, it may be difficult or impossible to effect service of process within the United States or elsewhere outside China upon us, our directors and executive officers, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. Even if you obtain a judgment against us, our directors, executive officers or the expert named in this prospectus in a U.S. court or other court outside China, you may not be able to enforce such judgment against us or them in China. China does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts in the United States, the United Kingdom, Japan or most other western countries and regions. Therefore, recognition and enforcement in China of judgments of a court in any of these non-PRC jurisdictions may be difficult or impossible. In addition, you may not be able to bring original actions in China based on the U.S. or other foreign laws against us, our directors, executive officers or the any expert named in any prospectus. As a result, shareholder claims that are common in the United States, including class actions based on securities law and fraud claims, are difficult or impossible to pursue as a matter of law and practicality in China. Although the local authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the Unities States have not been efficient in the absence of mutual and practical cooperation mechanism. According to Article 177 of the PRC Securities Law which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC. Accordingly, without the consent of the competent PRC securities regulators and relevant authorities, no organization or individual may provide the documents and materials relating to securities business activities to overseas parties. While detailed interpretation of or implementation rules under Article 177 of the PRC Securities Law is not yet available, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by investors in protecting your interests. Therefore, you may not be able to effectively enjoy the protection offered by the U.S. laws and regulations that are intended to protect public investors and seeking such protections would likely be more expensive and take longer that would apply to actions brought against companies or their executive officers or directors with more substantial contacts with the United States.
The approval or record filing of the CSRC, or other PRC government authorities may be required in connection with future capital raising activities under the PRC laws.
On February 24, 2023, the CSRC, together with other PRC government authorities, released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises, or the Confidentiality and Archives Administration Provisions, which came into effect on March 31, 2023. The Confidentiality and Archives Administration Provisions require, among others, that PRC domestic enterprises seeking to offer and list securities in overseas markets, either directly or indirectly, shall establish the confidentiality and archives system, and shall complete approval and filing procedures with competent authorities, if such PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents or materials involving state secrets and work secrets of PRC government agencies to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals. It further stipulates that providing or publicly disclosing by domestic companies, or providing or publicly disclosing through its overseas listing entities, to the relevant securities companies, securities service agencies, overseas regulatory authorities and other entities or individuals documents and materials that may adversely affect national security or public interests after leakage, the domestic enterprise shall strictly go through the corresponding procedures in accordance with relevant laws and regulations. Where a domestic company provides to the relevant securities companies, securities service institutions, overseas regulatory authorities and other entities or individuals, any accounting records or duplicates of such accounting records, it shall complete relevant procedures according to the relevant regulations. The Confidentiality and Archives Administration Provisions were also newly published, and there remains uncertainty as to their interpretation, application and implementation.
Furthermore, if the CSRC, CAC or other regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals or complete the filing or reporting procedures for this offering or to maintain our listing status or for our future offshore securities offerings, we may be unable to obtain such approvals or complete such filing or reporting procedures in a timely manner, or at all, and such approvals may be rescinded even if obtained. Any such circumstance could significantly limit or completely hinder our ability to continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
36
We may use dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements. Any limitation on the ability of our PRC operating subsidiaries to make payments to us could have an adverse effect on our ability to conduct our business.
We are a holding company and may use dividends and other distributions on equity paid by our principal operating subsidiaries, for our offshore cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, fund inter-company loans, service any debt we may incur outside of China and pay our expenses. When our principal operating subsidiaries incur additional debt, the instruments governing the debt may restrict their ability to pay dividends or make other distributions or remittances to us. Furthermore, the laws, rules and regulations applicable to our PRC subsidiaries and certain other subsidiaries permit payments of dividends only out of their accumulated after-tax profits upon satisfaction of relevant statutory conditions and procedures, if any, determined in accordance with applicable accounting standards and regulations.
Under PRC laws, rules and regulations, each of our subsidiaries incorporated in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserves until the cumulative amount of such reserves reaches 50% of its registered capital. These reserves, together with the registered capital, are not distributable as cash dividends. As a result of these laws, rules and regulations, our subsidiaries incorporated in China are restricted in their ability to transfer a portion of their respective net assets to their shareholders as dividends, loans or advances. In addition, registered capital is also restricted from withdrawal in the PRC while the capital reserve accounts are prohibited from making up for losses. Furthermore, the incurrence of indebtedness by our PRC subsidiaries could result in operating and financing covenants and undertakings to creditors that would restrict the ability of our PRC subsidiaries to pay dividends to us.
The ability of U.S. authorities to bring actions for violations of U.S. securities law and regulations against us, our directors, executive officers or the expert named in this prospectus may be limited. Therefore, you may not be afforded the same protection as provided to investors in U.S. domestic companies.
The SEC, the U.S. Department of Justice, or the DOJ, and other U.S. authorities often have substantial difficulties in bringing and enforcing actions against non-U.S. companies such as us, and non-U.S. persons, such as our directors and executive officers in China. Due to jurisdictional limitations, matters of comity and various other factors, the SEC, the DOJ and other U.S. authorities may be limited in their ability to pursue bad actors, including in instances of fraud, in emerging markets such as China. We conduct our operations mainly in China and our assets are mainly located in China. In addition, all of our directors and executive officers reside within China. There are significant legal and other obstacles for U.S. authorities to obtain information needed for investigations or litigation against us or our directors, executive officers or other gatekeepers in case we or any of these individuals engage in fraud or other wrongdoing. In addition, local authorities in China may be constrained in their ability to assist U.S. authorities and overseas investors in connection with legal proceedings. As a result, if we, our directors, executive officers or other gatekeepers commit any securities law violation, fraud or other financial misconduct, the U.S. authorities may not be able to conduct effective investigations or bring and enforce actions against us, our directors, executive officers or other gatekeepers. Therefore, you may not be able to enjoy the same protection provided by various U.S. authorities as it is provided to investors in U.S. domestic companies.
37
We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income.
Under the Enterprise Income Tax Law and its implementing rules, enterprises established under the laws of jurisdictions outside of China with “de facto management bodies” located in China may be considered PRC tax resident enterprises for tax purposes and may be subject to the PRC enterprise income tax at the rate of 25% on their global income. “De facto management body” refers to a managing body that exercises substantial and overall management and control over the production and operations, personnel, accounting and assets of an enterprise. The State Administration of Taxation “ the SAT” issued the Notice Regarding the Determination of Chinese-Controlled Offshore-Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, on April 22, 2009, which was most recently amended on December 29, 2017. Circular 82 provides certain specific criteria for determining whether the “de facto management body” of a Chinese-controlled offshore-incorporated enterprise is located in China. Although Circular 82 only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by foreign enterprises or individuals, the determining criteria set forth in Circular 82 may reflect the State Administration of Taxation’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises or PRC enterprise groups. According to Circular 82, an offshore incorporated enterprise controlled by a PRC enterprise or a PRC enterprise group will be regarded as a PRC tax resident by virtue of having its “de facto management body” in China and will be subject to PRC enterprise income tax on its global income only if all of the following conditions are met: (i) the primary location of the day-to-day operational management and the management department is in the PRC; (ii) decisions relating to the enterprise’s financial and human resource matters are made or are subject to approval by organizations or personnel in the PRC; (iii) the enterprise’s primary assets, accounting books and records, company seals, and board and shareholder resolutions and minutes, are located or maintained in the PRC; and (iv) at least 50% of voting board members or senior executives habitually reside in the PRC. If we were to be considered a PRC resident enterprise, we would be subject to PRC enterprise income tax at the rate of 25% on our global income. In such case, our profitability and cash flow may be materially reduced as a result of our global income being taxed under the Enterprise Income Tax Law. In addition, our shareholders may be subject to PRC tax, as described in “— Dividends paid to our foreign investors and gains on the sale or other disposition of the ADSs or ordinary shares by our foreign investors may become subject to PRC tax” below. We believe that none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.”
Dividends paid to our foreign investors and gains on the sale or other disposition of ordinary shares by our foreign investors may become subject to PRC tax.
Under the Enterprise Income Tax Law and its implementation rules issued by the State Council, a 10% PRC withholding tax is applicable to dividends paid to investors that are non-resident enterprises, which do not have an establishment or place of business in the PRC or which have such establishment or place of business but the dividends are not effectively connected with such establishment or place of business, to the extent such dividends are derived from sources within the PRC. Any gain realized on the transfer of ordinary shares by such investors is also subject to PRC tax at a current rate of 10%, if such gain is regarded as income derived from sources within the PRC. If we are deemed a PRC resident enterprise (as discussed above under “— We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income”), dividends paid on our ordinary shares, and any gain realized from the transfer of our ordinary shares, would be treated as income derived from sources within the PRC and would as a result be subject to PRC taxation. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to individual investors who are non-PRC residents and any gain realized on the transfer of ordinary shares by such investors may be subject to PRC tax (which in the case of dividends may be withheld at source) at a rate of 20%. Any PRC tax liability may be reduced by an applicable tax treaty or under applicable tax arrangements between jurisdictions. However, if we or any of our subsidiaries established outside China are considered a PRC resident enterprise, it is unclear whether holders of ordinary shares would be able to obtain the benefit of income tax treaties or agreements entered into between China and other countries or areas. If dividends paid to our non-PRC investors, or gains from the transfer of ordinary shares by such investors, are deemed as income derived from sources within the PRC and thus are subject to PRC tax, the value of your investment in the ordinary shares may decline significantly.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not Applicable
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ITEM 1C. CYBERSECURITY
We believe cybersecurity is critical to us because we are conducting material operations. Cybersecurity threats have not affected our business strategy or results of operations. The Board of Directors will continue to assess the potential threat to future operations as such operations develop. The Board of Directors will oversee management’s processes for assessing, identifying and mitigating risks, including cybersecurity risks, to facilitate mitigating our risks involved with cybersecurity and help align our risk exposure with our strategic objectives. The Board relies on its executive officers to identify cybersecurity risks and retains oversight of cybersecurity. In the event of an incident, we intend to take appropriate steps from incident detection to mitigation, recovery and notification of appropriate parties. Management is responsible for day-to-day monitoring of cybersecurity, including detection and response and to report risks and incidents to the Board of Directors. We rely on computer software provided by third parties to protect our computer systems against cybersecurity threats.
ITEM 2. PROPERTY
Our headquarter office space is located at 18 Panlong Road, Qingpu District, Shanghai, PRC. We rent the office from SHDEW on a year to year basis for $30,788 per year in rent. We also rent regional field support offices in various cities in China, including Shanghai, Suzhou, Linyi and Huaian. We lease the facilities that house our regional field support offices. The terms of the leases do not contain rent escalation, contingent rent, renewal, or purchase options.
The Company also owns two floors and four units of the Sovereign Building in Suzhou, PRC. One floor is held for the Company’s own use, and the remaining properties are held for long term investment purposes.
ITEM 3. LEGAL PROCEEDINGS
We are not a party to any legal proceeding that could reasonably be expected to have a material impact on our operations or finances. However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in any such matter may harm our business.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is quoted on the OTC Market system under the symbol “SRRE.” The following table sets forth the high and low quotations of our common stock reported by the OTC Market system for the periods indicated. Effective in March, 2011, quotations for our common stock were reported by the OTC Market system.
Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commissions, and may not necessarily represent actual transactions.
(Expressed in U.S. Dollars based on Yahoo Finance)
| 2023 |
|
|
| 2022 | |||||||||
| High |
| Low |
|
| High |
| Low | ||||||
First quarter | $ | 0.47 | $ | 0.18 |
| First quarter | $ | 0.21 | $ | 0.16 | ||||
Second quarter | $ | 0.53 | $ | 0.25 |
| Second quarter | $ | 0.26 | $ | 0.17 | ||||
Third quarter | $ | 0.38 | $ | 0.25 |
| Third quarter | $ | 0.24 | $ | 0.17 | ||||
Fourth quarter | $ | 0.30 | $ | 0.23 |
| Fourth quarter | $ | 0.48 | $ | 0.17 | ||||
As of December 31, 2023, we have approximately 604 record holders of our common stock. On December 31, 2023, the closing price of our common stock was $0.28.
The Company did not repurchase any of its outstanding equity securities nor have any sales of unregistered securities during the year ended December 31, 2023.
ITEM 6. SELECTED FINANCIAL DATA
Not Applicable.
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand Sunrise Real Estate Group, Inc. (“SRRE”). MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes.
OVERVIEW
In October 2004, the former shareholders of Sunrise Real Estate Development Group, Inc. (Cayman Islands) (“CY-SRRE”) and LIN RAY YANG Enterprise Ltd. (“LRY”) acquired a majority of our voting interests in a share exchange. Before the completion of the share exchange, SRRE had no continuing operations, and its historical results would not be meaningful if combined with the historical results of CY-SRRE, LRY and their subsidiaries.
As a result of the acquisition, the former owners of CY-SRRE and LRY hold a majority interest in the combined entity. Generally accepted accounting principles require in certain circumstances that a company whose shareholders retain the majority voting interest in the combined business be treated as the acquirer for financial reporting purposes. Accordingly, the acquisition has been accounted for as a “reverse acquisition” arrangement whereby CY-SRRE and LRY are deemed to have purchased SRRE. However, SRRE remains the legal entity and the Registrant for Securities and Exchange Commission reporting purposes. The historical financial statements prior to October 5, 2004 are those of CY-SRRE and LRY and their subsidiaries. All equity information and per share data prior to the acquisition have been restated to reflect the stock issuance as a recapitalization of CY-SRRE and LRY.
SRRE and its subsidiaries, namely, CY-SRRE, LRY, Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”), Shanghai Shang Yang Investment Management and Consulting Company Limited (“SHSY”), Suzhou Shang Yang Real Estate Consultation Company Limited (“SZSY”), Suzhou Xin Ji Yang Real Estate Consultation Company Limited (“SZXJY”), Linyi Rui Lin Construction and Design Company Limited (“LYRL”), Linyi Shang Yang Real Estate Development Company Limited (“LYSY”), Wuhan Gao Feng Hui Consultation Company Limited (“WHGFH”), Sanya Shang Yang Real Estate Consultation Company Limited (“SYSY”), Shanghai Rui Jian Design Company Limited (“SHRJ”), Zhong Ji Pu Fa Real Estate Company Limited (“SHGXL”)，Huai An Zhan Bao Industrial Company Limited (“HAZB”)and its equity investments in affiliates, namely Wuhan Yuan Yu Long Real Estate Development Company Limited (“WHYYL”), are sometimes hereinafter collectively referred to as “the Company,” “our” or “us”.
The principal activities of the Company are real estate development, real estate investments, property leasing services and property management services in the PRC.
RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-K
In February 2016, the FASB issued ASU 2016-02 which establishes new accounting and disclosure requirements for leases. ASU No. 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASU 2016-02 in the first quarter of 2022 using the effective date approach to recognize and measure leases as of the adoption date. The Company has elected to utilize the available practical expedient to not separate lease components from non-lease components as well as the package of practical expedients that allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. At the date of adoption on January 1, 2022, this guidance had no impact to the Company’s condensed consolidated financial statements.
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, this ASU modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in this ASU are effective for the public companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard on January 1, 2022, which had no material impact to the Company’s condensed consolidated financial statements.
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APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenues and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to disclose the reported amounts of revenues and expenses incurred during the financial reporting period. The most significant estimates and assumptions include the collection of accounts receivable, and the useful lives and impairment of property and equipment, goodwill and intangible assets, the valuation of deferred tax assets and inventories and the provisions for income taxes. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this Form 10-K reflect the more significant judgments and estimates used in preparation of our consolidated financial statements. We believe there have been no material changes to our critical accounting policies and estimates.
The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our consolidated financial statements:
Revenue Recognition
Most of the Company’s revenue is derived from real estate sales in the PRC. The majority of the Company’s contracts contain a single performance obligation involving significant real estate development activities that are performed together to deliver a real estate property to customers. Revenues arising from real estate sales are recognized when or as the control of the asset is transferred to the customer. The control of the asset may transfer over time or at a point in time. For the sales of individual condominium units in a real estate development project, the Company has an enforceable right to payment for performance completed to date, revenue is recognized at a point in time when the customer obtains control of the asset.
All revenues represent gross revenues less sales and business tax.
ASC 606 requires an entity to recognize revenue when it transfers 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. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASC 606 also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, ASC 606 requires extensive disclosures.
The Company adopted ASC 606 on January 1, 2018 using the modified retrospective approach with no restatement of comparative periods and no cumulative-effect adjustment to retained earnings recognized as of the date of adoption. A significant portion of the Company’s revenue is derived from development and sales of condominium real estate property in the PRC, with revenue previously recognized using the percentage of completion method. Under the new standard, to recognize revenue over time is similar to the percentage of completion method, contractual provisions need to provide the Company with an enforceable right to payment and the Company has no alternative use of the asset. Historically, all contracts executed contained an enforceable right to home purchase payments and the Company had no alternative use of assets, therefore, the adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements.
Real Estate Property Under Development
Real estate property under development, which consists of residential unit sites and commercial and residential unit sites under development, is stated at the lower of carrying amounts or fair value less selling costs.
Expenditures for land development, including cost of land use rights, deed tax, pre-development costs and engineering costs, are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales value of units to the estimated total sales value times the total project costs.
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Costs of amenities transferred to buyers are allocated as common costs of the project that are allocated to specific units as a component of total construction costs. For amenities retained by the Company, costs in excess of the related fair value of the amenity are also treated as common costs. Results of operations of amenities retained by the Company are included in current operating results.
Real estate property under development is subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the asset is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the asset. The Company reviewed all of its real estate projects for future losses and impairment by comparing the estimated future undiscounted cash flows for each project to the carrying value of such project. For the year ended December 31, 2023, the Company recognized $19.6 million impairment for real estate property under development. Accumulated impairment losses totaled $19.6 million.
Impairment of Long-lived Assets
In accordance with ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company is required to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.
The Company tests long-lived assets, including property and equipment, investment properties and other assets, for recoverability when events or circumstances indicate that the net carrying amount is greater than its fair value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally determined by using the asset’s expected future discounted cash flows or market value. The Company estimates fair value of the assets based on certain assumptions such as budgets, internal projections, and other available information as considered necessary. There is no impairment of long-lived assets during the years ended December 31, 2023 and 2022.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company recognizes tax benefits that satisfy a greater than 50% probability threshold and provides for the estimated impact of interest and penalties for such tax benefits. The Company did not incur any interest or penalties related to potential underpaid income tax expenses during the years ended December 31, 2023 and 2022.
RESULTS OF OPERATIONS
We provide the following discussion and analyses of our changes in financial condition and results of operations for the year ended December 31, 2023 with comparisons to the historical year ended December 31, 2022.
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Net Revenues
The following table shows the detail for net revenues by line of business:
| Years Ended December 31, | ||||||||||||||
| 2023 |
| % to total |
| 2022 |
| % to total |
| % change | ||||||
Property management |
| 1,405,110 |
| 6 |
| 1,101,389 |
| 1 |
| 27 | |||||
House sales |
| 23,428,753 |
| 94 |
| 78,918,800 |
| 99 |
| (70) | |||||
Net revenues |
| 24,833,863 |
| 100 |
| 80,020,189 |
| 100 |
| (69) | |||||
The net revenue for 2023 was $24,833,863, a decrease of 69% from $80,020,189 in 2022. In 2023, property management and house sales represented 6%, and 94% of our total net revenue. The decrease in 2023 was mainly due to the less house sales of the HATX project in 2023.
Property Management
Property management represented 6% of our revenue in year of 2023 and revenue from property management increased by 27% compared with 2022.
House Sales
House sales represented 94% of our revenue in year of 2023. The company has recognized a proportion of net revenue from the HATX project.
Cost of Revenues
The following table shows the Cost of Revenues detail by line of business:
| Years Ended December 31, | ||||||||||||||
2023 |
| % to total |
| 2022 |
| % to total |
| % change | |||||||
Property management |
| 1,822,794 |
| 9 |
| 1,672,063 |
| 2 |
| 9 | |||||
House sales |
| 18,066,686 |
| 91 |
| 68,891,739 |
| 98 |
| (74) | |||||
Cost of revenues |
| 19,889,480 |
| 100 |
| 70,563,802 |
| 100 |
| (72) | |||||
The cost of revenues for 2023 was $19,889,480, a decrease of 72% from $70,563,802 for 2022. In 2023, property management and house sales represented 9%, and 91% of total cost of revenues. The decrease in cost of revenues is mainly due to the less recognition of cost of revenue of house sales from the HATX project in 2023.
Property Management
The cost of revenue from property management for 2023 was $1,822,794, an increase of 9% from $1,672,063 for 2022.
House Sales
House sales represented 91% of our cost of revenue in year of 2023. The Company has recognized its cost of revenue from the HATX project at a certain proportion.
Operating Expenses
The following table shows operating expenses detailed by line of business:
| Years Ended December 31, | ||||||||||||||
2023 |
| % to total |
| 2022 |
| % to total |
| % change | |||||||
Property management |
| 715,170 |
| 40 |
| 158,102 |
| 5 |
| 352 | |||||
House sales |
| 1,087,388 |
| 60 |
| 2,870,986 |
| 95 |
| (62) | |||||
Operating expenses |
| 1,802,558 |
| 100 |
| 3,029,088 |
| 100 |
| (40) | |||||
44
The operating expenses for 2023 were $1,802,558, a decrease of 40% from $3,029,088 in 2022. In 2023, the expenses related to property management and house sales represented 40%, and 60% of the total operating expenses.
Property Management
In 2023, the operating expenses for property management increased by 352% compared to the amount in 2022. The primary reason for the increase was due to relevant property renewing cost.
House sales
The operating expenses related to our house sales business in 2023 decreased by 62% compared to 2022. This decrease was mainly due to the less in our sales promotion activities in HATX project and Linyi project.
General and Administrative Expenses
The general and administrative expenses in 2023 were $3,755,767, which was a 56% decrease from $8,550,561 in 2022. The primary reason for the decrease in 2023 was due to the settlement of land value added tax (LVAT) of GXL project and LYSY project of the year 2022.
Operating Loss
In 2023, we had an operating loss of $613,942, representing a decreased loss from an operating loss of $2,123,262 in 2022.
The decrease in loss in 2023 was mainly due to the loss from settlement of LVAT of GXL project and LYSY project of the year 2022.
Major Related Party Transaction
A related party is an entity that can control or significantly influence the management or operating policies of another entity to the extent one of the entities may be prevented from pursuing its own interests. A related party may also be any party the entity deals with that can exercise that control.
Amount Due To Directors
The amounts due to directors as of December 31, 2023 were $472,104. The amounts due were as follows:
Amount Due To Lin Chi-Jung
The amount due to Lin Chi-Jung as of December 31, 2023 was $451,640, which is unpaid loan.
Amount Due To Lin Hsin Hung
The balance due to Lin Hsin Hung as of December 31, 2023 was $20,464, which is unsecured, interest-free and has no fixed term of repayment.
Amount Due From An Unconsolidated Affiliates
The unpaid portion of dividend announced of SHDEW, an unconsolidated affiliate, at the amount of $16,210,622.
Amount Due to Affiliates
As of December 31, 2023, the amount due to Shanghai Shengji (“SHSJ”) a shareholder of HATX, $31,568,727 and JXSY, $500,014, was an intercompany transfer for day-to-day operations.
45
Equity Stock Option
On December 28, 2021, the Board of Directors of the Company authorized the Company to issue options to purchase an aggregate of 3,000,000 shares of common stock as a bonus incentive to 13 individuals, who has each served the Company for a minimum of eight years. The options vested immediately and are exercisable until December 27, 2023 at an exercise price of $0.60 per share. The Directors and Executive Officers who were granted options include:
Lin Chi Jung |
| Director |
| 2,000,000 | shares |
Zhang Jian |
| Chief Executive Officer |
| 150,000 | shares |
Lin Hsin Hung |
| Chairman of the Board |
| 100,000 | shares |
Pan Yu Jen |
| Director |
| 100,000 | shares |
Mi Yong Jun | Chief Financial Officer | 150,000 | shares | ||
Wang Wen Hua |
| Director |
| 25,000 | shares |
None of the above persons exercised their options from December 21, 2021 to December 31, 2023.
LIQUIDITY AND CAPITAL RESOURCES
In 2023, our principal sources of cash were revenues from our receipts in advance from real estate development projects, property management business, as well as the dividend distribution from our affiliates. Most of our cash resources were used to fund our property development investment and revenue related expenses, such as salaries and commissions paid to the sales force, daily administrative expenses and the maintenance of regional offices.
We ended the period with a cash position of $20,453,464.
Net cash used in the Company’s operating activities in 2023 was $4,058,654, representing an increase of receipts in cash in the amount of $9,116,254 as compared to the cash provided for 2022. The increase was primarily attributable to the receipts in advance of $10,893,668.
Net cash used by the Company’s investment activities was $15,804,638, representing a decrease of $17,430,947 as compared to the cash received in investing activities for 2022. The decrease in cash from investment activities was primarily attributable to the net cash from transactional financial assets in 2023.
Net cash used by the Company’s financing activities was $24,296,584, representing a decrease from $NIL in 2022. This decrease was primarily attributable to repayments to an affiliate of $14,118,909 and dividends paid in 2023.
The cash needs for 2024 were for the funds required to finance the Company’s future projects in property agency and real estate developments.
If our business otherwise grows more rapidly than we predict, we plan to raise funds through the issuance of additional shares of our equity securities in one or more public or private offerings. We will also consider raising funds through credit facilities obtained with lending institutions and affiliates, as we have done previously, but there can be no guarantee that we will be able to obtain such funds through the issuance of debt or equity with terms satisfactory to management and our board of directors.
Management believes that the Company will generate sufficient cash flows to fund its operations and to meet its obligations on a timely basis for the next twelve months by successfully implementing its business plans, obtaining continued support from its lenders to roll over debts when they became due, and securing additional financing as needed. Based upon the equity income generated by SHDEW in 2023, we expect a substantial cash dividend from SHDEW in 2024, which will be our principal source of liquidity. We have been able to secure new bank lines of credit from banks and secure additional loans from affiliates to fund our operations to date. However, if events or circumstances occur such that the Company is unable to successfully implement its business plans, fails to obtain continued support from its lenders or to secure additional financing, the Company may be required to suspend operations or cease business entirely.
In 2021, the Market Supervisions Administration (“MSA”) of Baokang County, a county located within Hubei Province, investigated the business practices of SHDEW, a company in which we own a 19.91% interest, and some of its affiliates. SHDEW sells cosmetics and other consumer goods online. In September 2021, the MSA fined SHDEW 21 million RMB (approximately $3 million) for business practices that did not conform to government standards. The MSA required SHDEW to change its business model for the collection of commissions from downline distributors, which was found to resemble an unacceptable multi-level marketing program. Accordingly, SHDEW subsequently paid the fine and changed its business practices. We are not related to this investigation, and we do not have any control or influence over the business practices of SHDEW. We are unable to evaluate the merits of any allegations or conclusions by the MSA.
46
On November 4th, 2022, the MSA of Yuhua District, Shijiazhuang City, a city located within Hebei Province held a hearing regarding the proposed disgorgement of the proceeds of 19 entities and individuals including SHDEW, Shanghai Shangyang Investment Management and Consulting Co., Ltd. (“SHSY”), Linyi Ruilin Consulting and Design Co., Ltd (“LYRL”), Lin Chi Jung, and Wang Wenhua, regarding SHDEW’s online multi-level marketing program. SHSY and LYRL are our wholly-owned subsidiaries that own our interest in SHDEW. The MSA is evaluating the results of the hearing and has not determined the final amounts, if any, to be disgorged, which could be material. Our counsel believes that the Yu Hua District has no jurisdiction over this case and that the allegations are likely without merit, although there can be no assurance regarding the outcome. None of such individuals or entities have received any formal notification by Yu Hua District’s State Administration for Market Regulation of this action and no final decision has been made by the Yuhua District MSA against any party.
Indebtedness
The Company’s indebtedness is described under “Note 11-Promissory Notes Payable” and “Note 12- Amounts Due to Directors” to the Company’s accompanying consolidated financial statements for the years ended December 31, 2023 and 2022 in Item 8.
Promissory Notes: As of December 31, 2023, the Company had an aggregate amount due under outstanding promissory notes to parties other than banks in the amount of $1,411,891 bearing interest at a rate of 0%. The interest expense on promissory notes amounted to $NIL and $NIL as of December 31, 2023 and 2022, respectively.
Advances from Officers and Directors: The Company has also financed its operations in part with advances from officers and directors. The Company had loans with unpaid principals and interest expenses as of December 31, 2023 and December 31, 2022 totaling $472,104 and $480,109, respectively. The balances are unsecured and interest free.
Amount due to affiliates: As of December 31, 2023, the amount due to SHSJ and Jiaxing Shangyang (“JXSY”), in the amount of $32,068,951, was intercompany transfers for day-to-day operation.
OFF BALANCE SHEET ARRANGEMENTS
We do not have any outstanding derivative financial instruments, off-balance sheet guarantees, interest rate swap transactions or foreign currency forward contracts. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development services with us.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Not applicable.
47
ITEM 8. FINANCIAL STATEMENTSAND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
48
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Sunrise Real Estate Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Sunrise Real Estate Group, Inc. and subsidiaries (the Company) as of December 31, 2023 and 2022, and the related statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two years’ period ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
49
Real Estate Property Under Development Impairment
During the year ended December 31, 2023, the Company recorded impairment loss on real estate property under development totaling $19.6 million. As disclosed in Note 2 to the consolidated financial statements, real estate property under development is subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the asset is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the asset.
Significant judgment is exercised by management in evaluating the recoverability and fair value of the real estate property noted above. Given these factors, the related audit effort in evaluating these management judgments was challenging, subjective, and complex and required a high degree of auditor judgment.
How We Addressed the Matter in our Audit
To test management’s assessment for those real estate property where there were indicators of impairment, we performed audit procedures that included, evaluating the estimation methodology and testing the aforementioned significant assumptions and the completeness, accuracy, and relevance of underlying data used, giving consideration to management’s plans, comparing the significant data and assumptions used to estimate future cash flows to the Company’s accounting records, current industry and economic trends, or other third-party data and testing the mathematical accuracy of management’s calculations.
/s/
We have served as the Company’s auditor since 2017.
PCAOB ID:
May 22, 2024
50
SUNRISE REAL ESTATE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. Dollars)
| December 31, |
| December 31, | |||
2023 | 2022 | |||||
ASSETS |
|
|
|
| ||
Current assets |
|
|
|
| ||
Cash and cash equivalents | $ | | $ | | ||
Restricted cash (Note 3) |
| |
| | ||
Transactional financial assets (Note 4) |
| |
| | ||
Accounts receivable, net |
| |
| | ||
Real estate property under development (Note 5) |
| |
| | ||
Amount due from unconsolidated affiliates (Note 9) |
| |
| | ||
Other receivables and deposits, net (Note 6) |
| |
| | ||
Total current assets |
| |
| | ||
|
| |||||
Property and equipment, net (Note 7) |
| |
| | ||
Investment properties, net (Note 8) |
| |
| | ||
Deferred tax assets |
| — |
| — | ||
Investments in unconsolidated affiliates (Note 9) |
| |
| | ||
Other investments, net (Note 10) |
| |
| | ||
Goodwill |
| — |
| | ||
Total assets | $ | | $ | | ||
|
| |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
| ||
|
| |||||
Current liabilities |
|
|
|
| ||
Promissory notes payable (Note 11) |
| |
| | ||
Amounts due to directors (Note 12) |
| |
| | ||
Accounts payable (Note13) |
| |
| | ||
Customer deposits (Note 14) |
| |
| | ||
Amount due to an affiliate (Note 15) |
| |
| | ||
Other payables and accrued expenses (Note 16) |
| |
| | ||
Other taxes payable |
| |
| | ||
Dividends payables | — | | ||||
Income Taxes payable (Note 17) |
| |
| | ||
Total current liabilities |
| |
| | ||
|
| |||||
Long-term income tax payable (Note 17) |
| — |
| | ||
Total liabilities |
| |
| | ||
|
| |||||
Commitments and contingencies (Note 19) |
|
|
|
| ||
|
| |||||
Stockholders’ equity |
|
|
|
| ||
Common stock, par value $ |
| |
| | ||
Additional paid-in capital |
| |
| | ||
Statutory reserve (Note 18) |
| |
| | ||
Retained earnings |
| |
| | ||
Accumulated other comprehensive income |
| |
| | ||
Total equity of Sunrise Real Estate Group, Inc. |
| |
| | ||
Non-controlling interests |
| ( |
| | ||
Total stockholders’ equity |
| |
| | ||
|
| |||||
Total liabilities and stockholders’ equity | $ | | $ | | ||
See accompanying notes to consolidated financial statements.
51
SUNRISE REAL ESTATE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in U.S. Dollars)
| Years Ended December 31, | |||||
| 2023 |
| 2022 | |||
Net revenues | $ | |
| $ | | |
Cost of revenues |
| ( |
|
| ( | |
Gross profit |
| |
|
| | |
|
|
| ||||
Operating expenses |
| ( |
|
| ( | |
General and administrative expenses |
| ( |
|
| ( | |
Operating profit (loss) |
| ( |
|
| ( | |
|
| |||||
Other income (expenses) |
|
|
| |||
Interest income |
| |
|
| | |
Interest expense |
| ( |
|
| ( | |
Real estate property under development Impairment | ( | — | ||||
Goodwill impairment loss | ( | — | ||||
Other income (loss) |
| ( |
|
| ( | |
Total Other Income (Expenses) |
| ( |
|
| ( | |
|
| |||||
Income (Loss) before income taxes |
| ( |
|
| ( | |
Income taxes (Note 18) |
| ( |
|
| ( | |
Net income /(loss) |
| ( |
|
| ( | |
Less: Net (income) loss attributable to non-controlling interests |
| |
|
| | |
Net income (loss) attributable to stockholders of Sunrise Real Estate Group, Inc. | $ | ( |
| $ | ( | |
|
|
|
| |||
Earnings (loss) per share - basic and fully diluted | $ | ( |
| $ | ( | |
|
|
|
| |||
Weighted average common shares outstanding |
|
|
|
|
| |
- Basic and fully diluted |
| |
|
| | |
See accompanying notes to consolidated financial statements.
52
SUNRISE REAL ESTATE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Expressed in U.S. Dollars)
| Years Ended December 31, | |||||
| 2023 |
| 2022 | |||
Net income /(loss) | $ | ( | $ | ( | ||
|
| |||||
Other comprehensive income (loss) |
|
|
|
| ||
- Foreign currency translation adjustment |
| ( |
| ( | ||
Total comprehensive income (loss) |
| ( |
| ( | ||
Less: Comprehensive loss attributable to non-controlling interests |
| |
| | ||
|
| |||||
Total comprehensive income (loss) attributable to stockholders of Sunrise Real Estate Group, Inc. | $ | ( | $ | ( | ||
See accompanying notes to consolidated financial statements.
53
SUNRISE REAL ESTATE GROUP, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Expressed in U.S. Dollars)
| Common Stock |
|
|
|
| Accumulated |
|
| Total | ||||||||||||||
Number of | Additional | Retained | Other | Non- | Stockholders’ | ||||||||||||||||||
shares | Paid-in | Statutory | Earnings | Comprehensive | controlling | (Deficit) | |||||||||||||||||
issued |
| Amount | Capital | Reserve | (Deficits) | Income | Interests | Equity | |||||||||||||||
Balance, December 31, 2021 | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Profit (loss) for the year | — |
| — |
| — |
| — |
| ( |
| — |
| ( |
| ( | ||||||||
Company Cancellation | — |
| — |
| — |
| — |
| — |
| — |
| — |
| | ||||||||
Common stock issued to employees and consultants for services | — | — | | — | — | — | — | | |||||||||||||||
Dividend distributions | — | — | — | — | — | — | — | | |||||||||||||||
Translation of foreign operations | — |
| — |
| — |
| — |
| — |
| ( |
| ( |
| ( | ||||||||
Balance, December 31, 2022 | | | | | | | | | |||||||||||||||
Common Stock | Accumulated | Total | |||||||||||||||||||||
Number of | Additional | Retained | Other | Non- | Stockholders’ | ||||||||||||||||||
shares | Paid-in | Statutory | Earnings | Comprehensive | controlling | (Deficit) | |||||||||||||||||
| issued |
| Amount |
| Capital |
| Reserve |
| (Deficits) |
| Income |
| Interests |
| Equity | ||||||||
Balance, December 31, 2022 | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||
Profit (loss) for the year | — | — | — | — | ( | — | ( | ( | |||||||||||||||
Company Cancellation | — | — | — | — | — | — | — | — | |||||||||||||||
Common stock issued to employees and consultants for services |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | |||||||
Dividend distributions |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| — | |||||||
Translation of foreign operations |
| — |
| — |
| — |
| — |
| — |
| ( |
| ( |
| ( | |||||||
Balance, December 31, 2023 |
| |
| |
| |
| |
| |
| |
| ( |
| | |||||||
See accompanying notes to consolidated financial statements.
54
SUNRISE REAL ESTATE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)
Years ended December 31, | ||||||
| 2023 |
| 2022 | |||
Cash flows from operating activities |
|
|
|
| ||
Net income (loss) | $ | ( | $ | ( | ||
|
| |||||
Adjustments to reconcile net income (loss) to net cash used in operating activities |
|
|
|
| ||
Depreciation and amortization |
| |
| | ||
Loss (gain) on disposal of property and equipment |
| |
| | ||
Bad Debt |
| |
| — | ||
Real estate property under development Impairment | | — | ||||
Goodwill impairment loss | | — | ||||
Changes in assets and liabilities |
|
|
|
| ||
Accounts receivable |
| ( |
| ( | ||
Net Cash from directors |
| |
| ( | ||
Real estate property under development |
| |
| | ||
Customer deposits |
| ( |
| ( | ||
Amount due from unconsolidated affiliates |
| ( |
| | ||
Other receivables and deposits |
| |
| | ||
Deferred tax assets |
| — |
| | ||
Dividends | — | | ||||
Accounts payable |
| |
| ( | ||
Other payables and accrued expenses |
| ( |
| ( | ||
Taxes payable |
| ( |
| | ||
Other Tax payable |
| ( |
| ( | ||
Net cash provided by (used in) operating activities |
| ( |
| ( | ||
|
| |||||
Cash flows from investing activities |
|
|
|
| ||
Acquisition of property, plant and equipment |
| ( |
| ( | ||
Proceeds from disposal of plant and equipment |
| — |
| — | ||
Capital injection to unconsolidated affiliates, net |
| — |
| — | ||
Acquisition of investment |
| — |
| — | ||
Transactional financial assets |
| ( |
| | ||
Dividend distribution of affiliates |
| — |
| — | ||
Net cash provided by investing activities |
| ( |
| | ||
|
| |||||
Cash flows from financing activities |
|
|
|
| ||
Advances from an affiliate |
| ( |
| — | ||
Dividends paid |
| ( |
| — | ||
Restricted cash |
| — |
| | ||
Net cash (used in) financing activities |
| ( |
| | ||
|
| |||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
| ( |
| ( | ||
|
| |||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
| ( |
| ( | ||
Cash, cash equivalents, and restricted cash at beginning of year |
| |
| | ||
Cash, cash equivalents, and restricted cash at end of year | $ | | $ | | ||
Supplemental disclosure of cash flow information |
|
|
|
| ||
Income taxes paid | $ | | $ | | ||
Interest paid |
| |
| | ||
See accompanying notes to consolidated financial statements.
55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION AND DESCRIPTION OF BUSINESS
Sunrise Real Estate Group, Inc. (“SRRE”) and its subsidiaries (collectively referred to as “the Company”, “our” or “us”) was incorporated in Texas on October 10, 1996, under the name of Parallax Entertainment, Inc. (“Parallax”). On December 12, 2003, Parallax changed its name to Sunrise Real Estate Development Group, Inc. On April 25, 2006, Sunrise Estate Development Group, Inc. filed Articles of Amendment with the Texas Secretary of State, changing its name to Sunrise Real Estate Group, Inc., effective May 23, 2006.
As of December 31, 2023, the Company has the following major subsidiaries and equity investments.
|
|
| % of |
|
| |||||
Ownership | Relationship | |||||||||
Date of | Place of | held by the | with the | |||||||
Company Name | Incorporation | Incorporation | Company | Company | Principal Activity | |||||
Sunrise Real Estate Development Group, Inc. (CY-SRRE) |
|
| | % | Subsidiary |
| ||||
Lin Ray Yang Enterprise Limited (“LRY”) |
|
| | % | Subsidiary |
| ||||
Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”) |
|
| | % | Subsidiary |
| ||||
Shanghai Shang Yang Investment Management and consultation Company Limited (“SHSY”) |
|
| | % | Subsidiary |
| ||||
Suzhou Shang Yang Real Estate Consultation Company Limited (“SZSY”) |
|
| | %1 | Subsidiary |
| ||||
Suzhou Xi Ji Yang Real Estate Consultation Company Limited (“SZXJY”) |
|
| | % | Subsidiary |
| ||||
Linyi Shangyang Real Estate Development Company Limited (“LYSY”) |
|
| | %2 | Subsidiary |
| ||||
Sanya Shang Yang Real Estate Consultation Company Limited (“SYSY”) |
|
| | % | Subsidiary |
| ||||
Shanghai Rui Jian Design Company Limited (“SHRJ”) |
|
| | % | Subsidiary |
| ||||
Linyi Rui Lin Construction and Design Company Limited (“LYRL”) |
|
| | % | Subsidiary |
| ||||
Wuhan Yuan Yu Long Real Estate Development Company Limited (“WHYYL”) |
|
| | % | Equity investment |
| ||||
Shanghai Xin Xing Yang Real Estate Brokerage Company Limited (“SHXXY”) |
|
| | % | Equity investment |
| ||||
Shanghai Da Er Wei Trading Company Limited (“SHDEW”) |
|
| | %3 | Equity investment |
| ||||
Shanghai Hui Tian (“SHHT”) |
|
| | % | Subsidiary |
| ||||
Shanghai Shangyang Tianxi (“SHTX”) | | % | Subsidiary | |||||||
Huaian Zhanbao Industrial Co., Ltd. (“HAZB”) |
|
| | % 4 | Subsidiary |
| ||||
Huaian Tianxi Real Estate Development Co., Ltd (“HATX”) |
|
| | % 4 | Subsidiary |
| ||||
Shanghai Taobuting Media Co., Ltd. (“TBT”) | % | Subsidiary | ||||||||
Shangyang International PTE. LTD. | % | Subsidiary | ||||||||
Shanghai Da Er Wei Industry Co., Ltd. | % | Subsidiary |
| 1. | After an equity transaction in February 2015, the Company held equity in subsidiaries of SZSY as follows: SZXJY |
| 2. | The Company and a shareholder of LYSY, who holds |
| 3. | On January 28, 2013, CY-SRRE, SZXJY and an unrelated party established a subsidiary in the PRC, SHXJYB, with CY-SRRE holding |
| 4. | In December 2019, SHDEW had an employee stock bonus where its employees received their issued shares. This resulted in the dilution of our ownership of SHDEW from |
56
CY-SRRE was established in the Cayman Islands on April 30, 2004 as a limited liability company. CY-SRRE was wholly owned by Ace Develop Properties Limited (“Ace Develop”), a corporation, of which Lin Chi-Jung, an individual, is the principal and controlling shareholder. SHXJY was established in the People’s Republic of China (“PRC”) on August 20, 2001 as a limited liability company. SHXJY was originally owned by a Taiwanese company, of which the principal and controlling shareholder was Lin Chi-Jung. On June 8, 2004, all the fully paid up capital of SHXJY was transferred to CY-SRRE. On June 25, 2004, SHXJY and two individuals established a subsidiary, SZXJY in the PRC, at which point in time, SHXJY held a
LRY was established in the British Virgin Islands on November 13, 2003 as a limited liability company. LRY was owned by Ace Develop, Planet Technology Corporation (“Planet Tech”) and Systems & Technology Corporation (“Systems Tech”). On February 5, 2004, LRY established a wholly owned subsidiary, SHSY in the PRC as a limited liability company.
On August 31, 2004, SRRE, CY-SRRE and Lin Chi-Jung, an individual and agent for the beneficial shareholder of CY-SRRE, i.e., Ace Develop, entered into an exchange agreement under which SRRE issued
Also on August 31, 2004, SRRE, LRY and Lin Chi-Jung, an individual and agent for beneficial shareholders of LRY, i.e., Ace Develop, Planet Tech and SystemsTech, entered into an exchange agreement under which SRRE issued
As a result of the acquisition, the former owners of CY-SRRE and LRY hold a majority interest in the combined entity. Generally accepted accounting principles require in certain circumstances that a company whose shareholders retain the majority voting interest in the combined business be treated as the acquirer for financial reporting purposes. Accordingly, the acquisition has been accounted for as a “reverse acquisition” arrangement whereby CY-SRRE and LRY are deemed to have purchased SRRE. However, SRRE remains the legal entity and the Registrant for Securities and Exchange Commission reporting purposes. All shares and per share data prior to the acquisition have been restated to reflect the stock issuance as a recapitalization of CY-SRRE and LRY.
On January 10, 2005, LRY and a PRC third party established a subsidiary, SZGFH, a limited liability company in the PRC, with LRY holding
On November 24, 2006, CY-SRRE, SHXJY, a shareholder of SZXJY and a third party established a subsidiary, SZSY in the PRC, with CY-SRRE holding
On September 24, 2007, CY-SRRE sold
In October 2011, SHXJY purchased
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On March 6, 2012, SHXJY established a subsidiary in the PRC — LYRL. The equity interest in LYRL is held by three Chinese individuals in trust for SHXJY. At the date of its incorporation, SHXJY transferred its
On June 6, 2013, SHSY and LYRL together with 4 investors established a company, Shanghai Daerwei (“SHDEW”), in the PRC focusing on the cosmetics and skincare business. SHSY holds
On July 25, August 19 and October 15, 2014 respectively, the Company established three investment holding company separately, namely SHHT, SHSYTX and SZSYHT. These three companies were wholly owned subsidiary to the Company and have not commenced their operations. In the year 2017, SHSYTX has transferred its shares of
In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of
The principal activities of the Company are real estate development, including property marketing, leasing and management services in the PRC.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting and Principles of Consolidation
The Company’s consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).
The consolidated financial statements include the financial statements of Sunrise Real Estate Group, Inc. and its subsidiaries. All significant inter-company accounts and transactions have been eliminated on consolidation.
Investments in business entities, in which the Company does not have control but can exercise significant influence over operating and financial policies, are accounted for using the equity method.
Use of Estimates
The preparation of financial statements in accordance 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The Company follows the provisions of Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures (“ASC 820”). It 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.
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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 accompanying consolidated balance sheets for cash and cash equivalents, restricted cash, accounts receivable, promissory deposits, amount due from an unconsolidated affiliate, other receivables and deposits, deferred tax assets, bank loans, promissory notes payable, accounts payable, customer deposits, amounts due to directors, other payables and accrued expenses, other taxes payable and income taxes payable approximate their fair value based on the short-term maturity of these instruments.
The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2023.
Description |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||
| 10,167,965 |
| 10,167,965 | |||||||||
Wealth management investment products |
| |
|
|
|
| | |||||
Investment in transactional equity securities |
| — |
|
|
|
| — | |||||
Total | $ | | $ | — | $ | — | $ | | ||||
The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2022.
Description |
| Level 1 |
| Level 2 |
| Level 3 |
| Total | ||||
| 4,795,862 |
| 4,795,862 | |||||||||
Wealth management investment products |
| |
|
|
|
| | |||||
Investment in transactional equity securities |
| — |
|
|
|
| — | |||||
Total | $ | | $ | — | $ | — | $ | | ||||
Concentrations of Credit Risk
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, accounts receivable, other receivables and deposits, and amount due from an unconsolidated affiliate. The Company places its cash and cash equivalents with reputable financial institutions with high credit ratings.
The Company conducts credit evaluations of customers and generally does not require collateral or other security from customers. The Company establishes an allowance for doubtful accounts primarily based upon the age of the receivables and factors relevant to determining the credit risk of specific customers. The amount of receivables ultimately not collected by the Company has generally been consistent with management’s expectations and the allowance established for doubtful accounts.
Major Customers
During the year ended December 31, 2023 and 2022, there was
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and all high liquidity investments with an original maturity of three months or less.
The Company maintains cash and cash equivalents with various banks in the PRC which are not insured or otherwise protected. Should any of these banks holding the Company’s cash deposits become insolvent, or if the Company is otherwise unable to withdraw funds for any reason, the Company could lose the cash on deposit with that particular bank.
Foreign Currency Translation and Transactions
The functional currency of SRRE, CY-SRRE and LRY is U.S. dollars (“$”) and their financial records are maintained and the financial statements prepared in U.S. dollars. The functional currency of the Company’s subsidiaries and affiliates in China is Renminbi (“RMB”) and their financial records and statements are maintained and prepared in RMB.
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Foreign currency transactions during the year are translated into each company’s denominated currency at the exchange rates ruling at the transaction dates. Gain and loss resulting from foreign currency transactions are included in the consolidated statement of operations. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated into each company’s denominated currency at year-end exchange rates. All exchange differences are dealt with in the consolidated statements of operations.
The financial statements of the Company’s operations based outside of the United States have been translated into U.S. dollars in accordance with ASC830. Management has determined that the functional currency for each of the Company’s foreign operations is its applicable local currency. When translating functional currency financial statements into U.S. dollars, year-end exchange rates are applied to the consolidated balance sheets, while average exchange rates as to revenues and expenses are applied to consolidated statements of operations. The effect of foreign currency translation adjustments are included as a component of accumulated other comprehensive income in shareholders’ equity.
The exchange rates as of December 31, 2023 and December 31, 2022 were $
The RMB is not freely convertible into foreign currency and all foreign exchange transaction must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rate used in translation.
Real Estate Property under Development
Real estate property under development, which consists of residential unit sites and commercial and residential unit sites under development, is stated at the lower of carrying amounts or fair value.
Expenditures for land development, including cost of land use rights, deed tax, and pre-development costs and engineering costs, are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales value of units to the estimated total sales value times the total project costs.
Costs of amenities transferred to buyers are allocated as common costs of the project that are allocated to specific units as a component of total construction costs. For amenities retained by the Company, costs in excess of the related fair value of the amenity are also treated as common costs. Results of operations of amenities retained by the Company are included in current operating results.
Real estate property under development is subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the asset is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the asset. The Company reviewed all of its real estate projects for future losses and impairment by comparing the estimated future undiscounted cash flows for each project to the carrying value of such project. For the years ended December 31, 2023, the Company recognized $
Capitalization of Interest
Interest incurred during and directly related to real estate development projects is capitalized to the related real estate property under development during the active development period, which generally commences when borrowings are used to acquire real estate assets and ends when the properties are substantially complete or the property becomes inactive. Interest is capitalized based on the interest rate applicable to specific borrowings or the weighted average of the rates applicable to other borrowings during the period. Interest capitalized to real estate property under development is expensed as a component of cost of real estate sales when related units are sold. All other interest is expensed as incurred.
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Property and Equipment, Net
Property and equipment are stated at cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method to allocate the cost of depreciable assets over the estimated useful lives of the assets as follows:
| Estimated | |
Useful Life | ||
(in years) | ||
Furniture and fixtures |
| |
Computer and office equipment |
| |
Motor vehicles |
| |
Properties |
|
Maintenance, repairs and minor renewals are charged directly to the statement of operations as incurred. Additions and improvements are capitalized. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the accounts and any resulting gain or loss is included in the statement of operations.
Investment Properties, Net
Investment properties are stated at cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method to allocate the cost of depreciable assets over their respective estimated useful lives of
Significant additions that extend property lives are capitalized and are depreciated over their respective estimated useful lives. Routine maintenance and repair costs are expensed as incurred.
Impairment of Long-lived Assets
In accordance with ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“ASC 360”), the Company is required to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.
The Company tests long-lived assets, including property and equipment, investment properties and other assets, for recoverability when events or circumstances indicate that the net carrying amount is greater than its fair value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally determined by using the asset’s expected future discounted cash flows or market value. The Company estimates fair value of the assets based on certain assumptions such as budgets, internal projections, and other available information as considered necessary. There is
Goodwill
Goodwill represents the excess of the purchase price consideration from the LYSY merger in 2021 over the fair value of the assets acquired and liabilities assumed. Goodwill is not amortized, but instead tested for impairment on an annual basis, or more frequently if certain events or indicators of potential impairment exists, and goodwill is written down when it is determined to be impaired. In 2023, the annual goodwill impairment test performed by estimating the fair value of each reporting unit using projected future cash flows and comparing those estimated fair value with the carrying values, which include the allocated goodwill. The goodwill impairment test result in the carry value written down to its fair value with the related impairment charge of $
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Customer Deposits
Customer deposits consist of amounts received from customers relating to the sale of residential units in the PRC. In the PRC, customers will generally obtain permanent financing for the purchase of their residential unit prior to the completion of the project. The lending institution will provide the funding to the Company upon the completion of the financing rather than the completion of the project. The Company receives these funds and recognizes them as a liability until the revenue can be recognized.
Long Term Investments
The Company accounts for long term investments in equities as follows.
Investments in Unconsolidated Affiliates
Affiliates are entities over which the Company has significant influence, but which it does not control. The Company generally considers an ownership interest of
When the Company’s share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company does not recognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate.
The Company is required to perform an impairment assessment of its investments whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. An impairment loss is recorded when there has been a loss in value of the investment that is other than temporary.
During the years ended December 31, 2023 and 2022, the Company provided
Other Investments
Where the Company has no significant influence, the investment is classified as other investments in the balance sheet and is carried under the measurement alternative method. The measurement alternative measures the equity investment at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer.
During the year ended December 31, 2023 and 2022, the Company provided
Revenue Recognition
Most of the Company’s revenue is derived from real estate sales in the PRC. The majority of the Company’s contracts contain a single performance obligation involving significant real estate development activities that are performed together to deliver a real estate property to customers. Revenues arising from real estate sales are recognized when or as the control of the asset is transferred to the customer. The control of the asset may transfer over time or at a point in time. For the sales of individual condominium units in a real estate development project, the Company has an enforceable right to payment for performance completed to date, revenue is recognized at a point in time when the customer obtains control of the asset.
All revenues represent gross revenues less sales and business tax.
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ASC 606 requires an entity to recognize revenue when it transfers 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. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASC 606 also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, ASC 606 requires extensive disclosures.
The Company adopted ASC 606 on January 1, 2018 using the modified retrospective approach with no restatement of comparative periods and no cumulative-effect adjustment to retained earnings recognized as of the date of adoption. A significant portion of the Company’s revenue is derived from development and sales of condominium real estate property in the PRC, with revenue previously recognized using the percentage of completion method. Under the new standard, to recognize revenue over time similar to the percentage of completion method, contractual provisions need to provide the Company with an enforceable right to payment and the Company has no alternative use of the asset. Historically, all contracts executed contained an enforceable right to home purchase payments and the Company had no alternative use of assets, therefore, the adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements.
Comprehensive Income (Loss)
In accordance with ASC 220-10-55, comprehensive income (loss) is defined as all changes in equity except those resulting from investments by owners and distributions to owners. The Company’s only components of comprehensive loss during the years ended December 31, 2023 and 2022 were net loss and foreign currency translation adjustments.
Net Earnings (Loss) per Common Share
The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share” (“ASC 260”). Under the provisions of ASC 260, basic net earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net earnings (loss) per share recognizes common stock equivalents, however; potential common stock in the diluted EPS computation is excluded in net loss periods, as their effect is anti-dilutive.
Stock-Based Compensation
The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 (ASC 2018-07). The fair values of stock options were determined using the Black-Scholes options pricing model.
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”), which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The Company recognizes tax benefits that satisfy a greater than 50% probability threshold and provides for the estimated impact of interest and penalties for such tax benefits. The Company did not incur any interest or penalties related to potential underpaid income tax expenses during the years ended December 31, 2023 and 2022.
Recently Adopted Accounting Standards
In January 1, 2023, the Company adopted ASU 2022-02, Financial Instruments - Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, which requires disclosure of gross write-offs of finance receivables by year of origination. The adoption of this standard did not have a material impact on our disclosures.
63
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which would require additional transparency for income tax disclosures, including the income tax rate reconciliation table and cash taxes paid both in the United States and foreign jurisdictions. This standard is effective for annual periods beginning after December 15, 2024. We are currently assessing the impact this standard will have on our disclosures.
New Accounting Pronouncements
Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss new accounting pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
NOTE 3 — RESTRICTED CASH
The Company is required to maintain certain deposits with the bank for those home buyers that has applied for a housing loan from their bank. This deposit is a percentage to each home buyer’s bank loan for the purpose of purchasing in our project. Once we complete the handover to the buyer, these deposits become unrestricted. As of December 31, 2023 and December 31, 2022, the Company held cash deposits of $
NOTE 4 — TRANSACTIONAL FINANCIAL ASSETS
As of December 31, 2023, we have $
NOTE 5 — REAL ESTATE PROPERTY UNDER DEVELOPMENT
Real estate property under development represents the Company’s real estate development project in Linyi, the PRC (“Linyi Project”), which is located on the junction of Xiamen Road and Hong Kong Road in Linyi City Economic Development Zone, Shandong Province, PRC. This project covers a site area of approximately
In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of
As of December 31, 2023, land use rights included in real estate property under development totaled $
NOTE 6 — OTHER RECEIVABLES AND DEPOSITS
| December 31, |
| December 31, | |||
2023 | 2022 | |||||
Advances to staff | $ | | $ | | ||
Rental deposits |
| |
| | ||
Prepaid expense |
| |
| | ||
Prepaid tax |
| |
| | ||
Other receivables |
| |
| | ||
$ | | $ | | |||
Prepaid tax are taxes prepaid from the apartment sold but that have not been delivered to the owner of the HATX project in the amount of $
64
Other receivables and deposits as of December 31, 2023 are stated net of allowance for doubtful accounts of $
NOTE 7 — PROPERTY AND EQUIPMENT, NET
| December 31, |
| December 31, | |||
2023 | 2022 | |||||
Furniture and fixtures | $ | | $ | | ||
Computer and office equipment |
| |
| | ||
Motor vehicles |
| |
| | ||
Properties |
| |
| | ||
| |
| | |||
Less: Accumulated depreciation |
| |
| | ||
$ | | $ | | |||
During the year ended December 31, 2023, depreciation and amortization expense for property and equipment amounted to $
NOTE 8 – INVESTMENT PROPERTIES, NET
| December 31, |
| December 31, | |||
2023 | 2022 | |||||
Investment properties | $ | | $ | | ||
Less: Accumulated depreciation |
| ( |
| ( | ||
$ | | $ | | |||
During the year ended December 31, 2023, depreciation and amortization expense for investment properties amounted to $
NOTE 9 — INVESTMENTS IN AND AMOUNT DUE FROM UNCONSOLIDATED AFFILIATES
The investments in unconsolidated affiliates primarily consist of SHDEW (
SHDEW was established in June 2013 as a skincare and cosmetic company developing its own skincare products. SHDEW sells products for its own brands and under third parties. The products include skincare, cosmetics, personal care products such as soaps, shampoos, skin care devices and children’s apparel. SHDEW is improving its own online shopping platform where consumers can purchase its cosmetics and skincare products as well as products imported into China. The online shopping platform has been in operation since 2017.
NOTE 10 — OTHER INVESTMENTS, NET
According to ASU 2016-01, where the Company has no significant influence, the investment is classified as other investments in the balance sheet and is carried under the measurement alternative method. The measurement alternative measures the equity investment at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of December 31, 2023 and December 31, 2022, the carrying amount of the Company’s measurement alternative investments was $
The Company performs impairment assessment of its investments under the measurement alternative whenever events or changes in circumstances indicate that the carrying value of the investment may not be fully recoverable. Impairment charges in connection with the measurement alternative investments of NIL were recorded in others, net in the Consolidated Statements of Operations and Comprehensive Income/(Loss) for the years ended December 31, 2023 and 2022, respectively.
65
NOTE 11 — PROMISSORY NOTES PAYABLE
The promissory notes payable consists of the following unsecured notes to unrelated parties. Included in the balances are promissory notes with outstanding principal and unpaid interest of an aggregate of $
The promissory note with a principal as of December 31, 2023 amounting to $
The promissory note with a principal as of December 31, 2023 amounting to $
During the year ended December 31, 2023 and 2022, there were
NOTE 12 — AMOUNTS DUE TO DIRECTORS
| December 31, |
| December 31, | |||
2023 | 2022 | |||||
Lin Chi-Jung | $ | | $ | | ||
Lin Hsin-Hung |
| |
| | ||
$ | | $ | | |||
| (a) | The balance due to Lin Chi-Jung consists of temporary advances. |
The balances are unsecured, interest-free and have no fixed term of repayment.
| (b) | The balances due to Lin Hsin-Hung was unsecured, interest-free and have no fixed term of repayment. |
NOTE 13 — ACCOUNTS PAYABLE
As of December 31, 2023, and 2022, the balances of accounts payable were $
NOTE 14 — CUSTOMER DEPOSITS
Customer deposits consisted of the sales from real estate development project (the Linyi project and the HATX project) which cannot be recognized as revenue at the accounting period and deposits received for rental.
The Linyi project has started pre-sales in November 2013 and in the year of 2019, the Project has recognized its revenue along with customer deposit, as of December 31, 2023, the pre-sales amounted to $
NOTE 15 — AMOUNT DUE TO AFFILIATES
As of December 31, 2023, the amount due to Shanghai Shengji (“SHSJ”) a shareholder of HATX, $
66
NOTE 16 — OTHER PAYABLES AND ACCRUED EXPENSES
| December 31, |
| December 31, | |||
2023 | 2022 | |||||
Accrued staff commission and bonus | $ | | $ | | ||
Rental deposits received |
| |
| | ||
Bid bond |
| |
| | ||
Other payables |
| |
| | ||
Dividends payable to non-controlling interest |
| |
| | ||
$ | | $ | | |||
Other payables are advances from unrelated parties are unsecured, interest-free and have no fixed term of repayment, it’s mainly from the advance from SHSJ, our related party, at the amount of $
NOTE 17 — INCOME TAXES PAYABLE
The 2017 Tax Act was enacted on December 22, 2017. Due to the complexities involved in the accounting for the 2017 Tax Act, the SEC issued SAB 118, which provides guidance on the application of US GAAP for income taxes in the period of enactment. SAB 118 requires companies to include in their financial statements a reasonable estimate of the impact of the 2017 Tax Act, to the extent such an estimate has been determined. As a result, our financial results reflect the income tax effects of the 2017 Tax Act for which the accounting is complete, as well as provisional amounts for those impacts for which the accounting is incomplete but a reasonable estimate could be determined.
The Tax Legislation significantly revises the U.S. corporate income tax by, among other things, lowering the corporate income tax rate to 21%, implementing a modified territorial tax system and imposing a one-time repatriation tax on deemed repatriated earnings and profits of U.S.-owned foreign subsidiaries (the Toll Charge). As a fiscal-year taxpayer, certain provisions of the Tax Legislation impacted the Company in fiscal 2018, including the change in the corporate income tax rate and the Toll Charge, while other provisions will be effective starting at the beginning of fiscal 2019, including the implementation of a modified territorial tax system. The U.S. federal income tax rate reduction was effective as of January 1, 2018.
Year Ended December 31, | ||||||
| 2023 |
| 2022 | |||
Income /(loss) before income tax expense |
|
|
|
| ||
Income /(loss) from China operations | $ | ( | $ | | ||
Income /(loss) from non-China operations |
| |
| | ||
|
|
| ||||
Total income /(loss) before income tax expense |
| ( |
| | ||
|
|
| ||||
Income tax expense applicable to China operations |
|
|
|
| ||
Current tax |
| |
| | ||
Deferred tax |
| |
| | ||
|
|
| ||||
Subtotal income tax expense applicable to China operations |
| |
| | ||
Non-China income tax expense/(benefit) |
| |
| | ||
Total income tax expense | $ | | $ | | ||
In 2023, of the $NIL income tax expense, was for PRC tax, mainly attributable to the non-U.S. subsidiaries of the Company’s business operations and $
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Effective Tax Rate
The following is reconciliation between the U.S. federal statutory rate and the Company’s effective tax rate:
| 2023 |
| 2022 |
| |
PRC Statutory rate |
| | % | | % |
Effect of the U.S. Transition Tax under the 2017 TCJA |
| — | % | — | % |
Effect of income not taxable for PRC tax purposes |
| ( | % | | % |
Under (Over)-provision for income taxes in prior years |
| | % | — | % |
Effective income tax rate |
| ( | % | | % |
Deferred Tax Assets and Liabilities
Significant components of the Company’s deferred tax assets and liabilities consist of the following:
As of December 31, | ||||||
| 2023 |
| 2022 | |||
Deferred tax assets: |
|
|
|
| ||
Net operating loss from operations | $ | | $ | | ||
Total deferred tax assets |
| |
| | ||
Less: Valuation allowance |
| |
| | ||
|
| |||||
Net deferred tax assets | $ | | $ | | ||
In assessing the reliability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or are utilized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon an assessment of the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are tested whether they are deductible or can be utilized, the Company recorded the deferred tax assets resulting from net operating loss carry forwards of $NIL as of December 31, 2023 (2022: $NIL).
The Company adopted ASC 740-10-25 Accounting for Uncertainty in Income Taxes and such adoption did not have any material impact on the accompanying consolidated financial statements. The Company is subject to income taxes in the PRC. Tax regulations are subject to the interpretation of the related tax laws and regulations and require significant judgment to apply. All tax positions taken, or expected to be taken, continue to be more likely than not ultimately settled at the full amount claimed. The Company’s tax filings are subject to the PRC tax bureau’s examination for a period up to five years. The Company is not currently under any examination by the PRC tax bureau.
NOTE 18 — STATUTORY RESERVE
According to the relevant corporation laws in the PRC, a PRC company is required to transfer at least
According to the Law of the PRC on Enterprises with Wholly-Owned Foreign Investment, the Company PRC’s subsidiaries are required to make appropriations from after-tax profits as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) to non-distributable reserves. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion reserve and (iii) a staff bonus and welfare fund. A wholly-owned PRC subsidiary is not required to make appropriations to the enterprise expansion reserve but annual appropriations to the general reserve are required to be made at
68
In addition to the general reserve, the Company’s PRC subsidiaries are required to obtain approval from the local PRC government prior to distributing any registered share capital. Accordingly, both the appropriations to general reserve and the registered share capital of the Company’s PRC subsidiary are considered as restricted net assets and are not distributable as cash dividends. As of December 31, 2023, the Company’s statutory reserve fund was $
NOTE 19 — COMMITMENTS AND CONTINGENCIES
Operating Lease Commitments
The Company leases certain of its office properties under non-cancellable operating lease arrangements. Payments under operating leases are expensed on a straight-line basis over the periods of their respective terms, and the terms of the leases do not contain rent escalation, or contingent rent, renewal, or purchase options. There are no restrictions placed upon the Company by entering into these leases. Rental expenses under operating leases for the year ended December 31, 2023 and 2022 were $
As of December 31, 2023, the Company had the following operating lease obligations falling due.
| Amount | ||
Year Ending |
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Within one year | $ | | |
Two to five years |
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$ | | ||
NOTE 20 — SEGMENT INFORMATION
The Company’s Chief Executive Officer and Chief Operating Officer have been identified as the chief operating decision makers. The Company’s chief operating decision makers direct the allocation of resources to operating segments based on the profitability and cash flows of each respective segment.
The Company evaluates performance based on several factors, including net revenue, cost of revenue, operating expenses, and income from operations. The following tables show the operations of the Company’s operating segments:
Year Ended December 31, 2023 | |||||||||||||||
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Income (loss) before income taxes |
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69
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Cost of revenues |
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Income tax |
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Net Income (loss) | $ | ( | $ | | $ | | $ | ( | $ | ( | |||||
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As of December 31, 2023 |
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NOTE 21 — RELATED PARTY TRANSACTIONS
A related party is an entity that can control or significantly influence the management or operating policies of another entity to the extent one of the entities may be prevented from pursuing its own interests. A related party may also be any party the entity deals with that can exercise that control.
We rent an office of about
We have paid interest for the loan with SHSJ, our related party of $
NOTE 22 — SUBSEQUENT EVENTS
None
70
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls or procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues are instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2023, the end of the annual period covered by this report. The evaluation of our disclosure controls and procedures included a review of the disclosure controls’ and procedures’ objectives, design, implementation and the effect of the controls and procedures on the information generated for use in this report. In the course of our evaluation, we sought to identify errors, control problems or acts of fraud and to confirm the appropriate corrective actions, including process improvements, were being undertaken. Our Chief Executive Officer and our Chief Financial Officer have concluded that the Company had a material weakness in its internal control over financial reporting as of December 31, 2023 because the Company’s accounting department personnel had limited knowledge and experience in U.S. GAAP and SEC reporting requirements.
Based on the foregoing, our Chief Executive Officer and our Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were ineffective as of December 31, 2023.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and our Chief Financial Officer, the Company has conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2023, based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
During this evaluation, the Company’s management, including our Chief Executive Officer and our Chief Financial Officer, has identified one material weakness in the control environment of the Company. The material weakness is related to the Company’s accounting department personnel having limited knowledge and experience in U.S. GAAP and SEC reporting requirements.
A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. As a result of the material weakness identified above, management concluded that the Company’s internal control over financial reporting was ineffective as of December 31, 2023.
71
To remediate the material weakness identified in internal control over financial reporting of the Company, we have begun to:
| ● | recruit additional personnel with sufficient knowledge and experience in U.S. GAAP and SEC reporting requirements; and |
| ● | provide ongoing training courses in U.S. GAAP to existing personnel, including our Chief Financial Officer and our Financial Controller. |
The Company believes that the consolidated financial statements fairly present, in all material respects, the Company’s consolidated balance sheets as of December 31, 2023 and 2022 and the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the years ended December 31, 2023 and 2022, in conformity with U.S. GAAP, notwithstanding the material weakness we identified.
This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act that permit the Company to provide only management’s report in this Annual Report.
Changes in Internal Control Over Financial Reporting.
During our fiscal year 2023, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.
ITEM 9B. OTHER INFORMATION
During the quarter ended December 31, 2023,
72
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Date of Appointment |
| Name of Individual |
| Age | Position with Company |
| |
October 28, 2003 | LIN CHI-JUNG | 64 | Director | ||||
July 20, 2022 | LIN YUAN-CHIANG | 48 | Director | ||||
July 20, 2022 | CHANG SHU-CHEN | 56 | Director | ||||
November 28, 2006 | LIN HSIN-HUNG | 69 | Chairman | ||||
November 23, 2004 | LI XIAO-GANG | 65 | Director | ||||
July 20, 2022 | GU LIANG | 49 | Director | ||||
December 28, 2021 | WANG WEN HUA | 58 | Director | ||||
November 8, 2019 | ZHANG JIAN | 57 | Chief Executive Officer | ||||
June 24, 2013 | MI YONG JUN | 50 | Chief Financial Officer |
Following is biographical information for each of the seven directors consisting of the age, principal occupation, and other relevant information. The designation of “Affiliated” noted beside the director’s name indicates that the director is an officer or employee of Sunrise. The designation of “Independent” noted beside the director’s name indicates that the director is considered an independent director within the meaning of the Marketplace Rules of the Nasdaq Stock Market, Inc., which is the independence standard that we have chosen to report under.
Lin Chi-Jung, Director (Affiliated)
Lin Chi-Jung, age 64, was the Chairman of the Board of Directors of SRRE until October 29, 2018. Mr. Lin began serving as a Director of SRRE on October 28, 2003 and was appointed Chairman on October 11, 2004. He founded Shanghai Xin Ji Yang Real Estate Consultation Co., Ltd. (“SHXJY”) in late 2001, Shanghai Shang Yang Investment Management and Consulting Co., Ltd. (“SHSY”) in early 2004 and Suzhou Gao Feng Hui Property Management Co., Ltd. (“SZGFH”) in early 2005. Under his leadership and management, SHXJY, SHSY and SZGFH have grown rapidly. Prior to establishing this property business, Mr. Lin invested in the film making and publishing businesses. In his younger days, Mr. Lin was a well-known actor in Chinese communities around the world, including Mainland China, Taiwan, North America and South East Asia. The Board believes that Mr. Lin has the experience and qualification as a member of the Board of Directors because of his experience in the real estate industry, his leadership and strategic direction for the Company and his public personality, which makes him an invaluable asset to the Company. Mr. Lin is not a member of the Board of any other public company or any investment company, neither has he been a member of the boards of directors of such companies for the past five years. Mr. Lin stepped down as CEO on January 30, 2018.
Lin Yuan-Chiang, Director (Affiliated)
Mr. Lin, age 48, is the Vice President of Administration for Linyi Shangyang Real Estate, a position that he has held since 2012. Previously, he was the Sales Manager for one of our real estate projects based in Sanya from 2008 to 2012. He graduated from Nanqiang Highschool in 1993 and has been affiliated with the Company as an employee for many years, where he obtained an in-depth insight on the Company’s workings and operations. Mr. Lin is not a member of the Board of any other public company or any investment company, neither has he been a member of the boards of directors of such companies for the past five years.
Chang Shu-Chen, Director (Affiliated)
Mrs. Chang, age 56, is the Director of Internal Auditing and Finance for Shanghai Daerwei Trading Limited, a position that she has held since 2016. Prior to joining Daerwei, she was the Secretary of the General Manager at Sansha Electric Manufacturing from 2010 to 2016. Mrs. Chang holds a bachelor’s degree in Japanese from the Utsunomiya University. The Company is confident that Mrs. Chang’s exemplary internal auditing skills will be beneficial to our operations. Mrs. Chang is the sister-in-law to our founder and director, Mr. Lin Chi Jung. Mrs. Chang is not a member of the Board of any other public company or any investment company, neither has she been a member of the boards of directors of such companies for the past five years.
73
Lin Hsin-Hung, Chairman (Affiliated)
Lin Hsin Hung, age 69, was appointed as an executive director on November 28, 2006 and Chairman of the Board on October 29, 2018. He graduated from the Economics Department of Taiwan Wen Hua College in 1981. Mr. Lin has served as the Chairman of the Board of Tian Li Manufacture Corporation, Ding Kai Industry Corporation, Hua Wei Development Corporation and an executive Director of Di Heng Capital Management Corporation. The Board believes Mr. Lin has the knowledge and expertise in the capital markets that will benefit to the Company. Mr. Lin is not a member of the board of any other public company or any investment company in the US, neither has he been a member of the boards of directors of such companies for the past five years.
Wang Wen Hua, Director (Independent)
Mrs. Wang Wenhua, aged 58, had previously worked at the Company’s subsidiary, Shanghai Xin Ji Yang Real Estate Consultation Company (“SHXJY”) from 2001 to 2016. She was the financial controller of SHXJY from 2001 to 2010 and subsequently became the vice president of administration in 2010. While she was the financial controller of SHXJY, she was also involved in the Company’s internal management and operation. From 2017 to 2020, she served as a part-time consultant for Shanghai Da Er Wei Trading Company Limited (“SHDEW”), a company in which the Company has 19.91% ownership interest. The Company believes that Ms. Wang’s extensive knowledge of the Company’s operations and internal management as well as her accounting expertise will be a key asset to the Company. Ms. Wang received a technical degree in accounting from the Shanghai Lixin University of Accounting and Finance in 1984.
Gu Liang, Director (Independent)
Mr. Gu, age 49, is a partner with Shanghai Wolun Investment Management, a position he held since 2016. Mr. Liang also served as Vice President at Shanghai Xuan Lun Investment Consultancy from 2012 to 2015. Mr. Gu graduated from Shanghai Jiao Tong University with a bachelor’s degree in Economics in 1997. Through his experiences, Mr. Liang developed a deep understanding of capital markets and investment strategies, thereby making him a beneficial member of the Board. Mr. Gu is not a member of the Board of any other public company or any investment company, neither has he been a member of the boards of directors of such companies for the past five years.
Li Xiao-Gang, Director (Independent)
Li Xiao-Gang, age 65, was appointed an independent director on November 23, 2004, and serves on our Audit, Compensation, and Governance and Nominating Committees. Mr. Li graduated from Shanghai Finance and Economics University in 1984, and joined the Shanghai Academy of Social Science. In 1992, he was appointed the deputy director of the Economics Law Consultation Center of the Shanghai Academy. In 2000, he was the Director of the Foreign Investment Research Center of the Academy. From 1992 to the present, Mr. Li has served as a Director cum Deputy Secretary-General of the Shanghai Consultation Association. The Board believes Mr. Li’s contribution of his views on economy as well as his knowledge of the real estate movement in China invaluable to the Company. Mr. Li is not a member of the Board of any other public company or any investment company, neither has he been a member of the boards of directors of such companies for the past five years.
Zhang Jian, Chief Executive Officer
Mr. Zhang, age 57, has more than 23 years of experiences in the business sector. Since 2017, Mr. Zhang has been a senior consultant at the Company’s subsidiary, Shanghai Shang Yang Investment Management and Consulting Co., Ltd, where he has been advising the Company’s operations as a group. Previously, Mr. Zhang was the Deputy General Manager at Chongqing Nongxin Shangyang Equity Investment Fund Management Co., Ltd., where he was in charge of its risk management. Prior to that, Mr. Zhang was the Chief Financial Officer at Beijing Kaizhe Fashion Technology Co., Ltd, from 2010 to 2015, and the Head of Credit Portfolio Management at ABN AMRO Bank in China, where he was focusing on the transaction originations, risk management, and balance sheet control for the bank’s credit portfolios. Mr. Zhang received a Bachelor of Economics from Fudan University in China in 1992, and a Master of Business Administration from Shanghai Jiaotong University in China in 2001.
Mi Yong Jun, Chief Financial Officer
Mr. Mi, age 50, was the Chief Financial Officer of Wanbang from 2010 until his appointment as our CFO on June 24, 2013. From 2009 to 2010, he worked for the Company as the financial controller. Prior to 2009, he worked for Macquarie Banking Limited, as a senior finance manager. Mr. Mi graduated from East China Normal University in 2012 with an MBA degree.
74
Family Relationships
Mr. Lin Yuan-Chiang is the nephew of Mr. Lin Chi Jung. Mrs. Chang Shu-Chen is Mr. Lin Chi Jung’s sister-in-law.
Involvement in Certain Legal Proceedings
None of our directors, executive officers, or control persons has been involved in any of the following events during the past ten years:
| ● | Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of bankruptcy or within two years prior to that time; or |
| ● | Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); or |
| ● | Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or |
| ● | Being found by a court of competent jurisdiction (in a civil violation), the SEC or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; or |
| ● | Being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: any Federal or State securities or commodities law or regulation; or any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity. This violation does not apply to any settlement of a civil proceeding among private litigants; or |
| ● | Being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Code of Ethics
On October 8, 2005, we adopted a code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. The Company will provide to any person without charge, upon request, a copy of the corporate code of ethics. Any person wishing a copy should write to Alice Wang, Sunrise Real Estate Group, Inc., 18 Panlong Road, Qingpu District, Shanghai, PRC 201702.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of these filings must be furnished to the Company. Based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ending December 31, 2023, all Section 16(a) filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners have been met on a timely basis.
75
Information Concerning our Board and Committees of our Board
The Company’s Board has three standing committees: an Audit Committee, Governance and Nominating Committee, and a Compensation Committee. We have a written Audit Committee Charter, Governance and Nominating Committee Charter and Compensation Committee Charter. Except for Lin Chao-Chin, all of our directors serving on our committees are “independent” within the meaning of the Marketplace Rules of the Nasdaq Stock Market, Inc., which is the independence standard that we have chosen to report under.
Audit Committee and Audit Committee Financial Expert
Our Board established the Audit Committee on August 23, 2005 and was revised on August 8, 2022. The Audit Committee consists of three members, Wang Wen Hua, Li Xiao Gang and Gu Liang all of whom are “independent” within the meaning of the Marketplace Rules of the Nasdaq Stock Market, Inc., which is the independence standard that we have chosen to report under. With Mrs Wang Wen Hua as the Audit Committee’s financial expert under Item 407(d)(5) of Regulation S-B.
Governance and Nominating Committee
The Governance and Nominating Committee of the Board consists of Mrs. Wang Wen Hua, Mr. Li Xiao-Gang and Mr. Lin Yuan-Chiang. The primary duties of the Governance and Nominating Committee are to identify and review candidates for the Board and recommend candidates for election to the Board, periodically review the skills and characteristics required of Board members in the context of the current Board, and periodically review the Company’s corporate governance policies and recommend modifications to the Board as appropriate. The Governance and Nominating Committee operates pursuant to a charter that was approved by our Board, a current copy of which is available on our website at www.sunrise.sh under the heading “Investor” and subheading “Corporate Governance.”
Our shareholders may recommend director nominees, and the Governance and Nominating Committee will consider nominees recommended by shareholders. We anticipate that nominees recommended by shareholders will be evaluated in the same manner as nominees recommended by anyone else, although the Governance and Nominating Committee may prefer nominees who are personally known to the existing directors and whose reputations are highly regarded. The Governance and Nominating Committee will consider all relevant qualifications as well as the needs of the company in terms of compliance with SEC rules.
While the selection of qualified directors is a complex, subjective process that requires consideration of many intangible factors, the Governance and Nominating Committee and the Board takes into account the following criteria, among others, in considering directors and candidates for the board: judgment, experience, skills and personal character of the candidate, and the needs of the Board.
The Governance and Nominating Committee conducts a process of making a preliminary assessment of each proposed nominee based upon the resume and biographical information, an indication of the individual’s willingness to serve and other background information. This information is evaluated against the criteria set forth above and our specific needs at that time. Based upon a preliminary assessment of the candidate(s), those who appear best suited to meet our needs may be invited to participate in a series of interviews, which are used as a further means of evaluating potential candidates. On the basis of information learned during this process, the Governance and Nominating Committee determines which nominee(s) to recommend to the Board to submit for election at the next annual meeting. The Governance and Nominating Committee uses the same process for evaluating all nominees, regardless of the original source of the nomination.
Compensation Committee
The Compensation Committee of the Board consists of Mr Li Xiaogang, Mrs Wang Wenhua and Mrs Chang Shu Chen. The primary duties of the Compensation Committee are to annually review and approve the Company’s compensation strategy to ensure that employees are rewarded appropriately; review annually and approve corporate goals and objectives relevant to executive compensation; annually review and determine elements of compensation of the CEO and other officers; and review and recommend compensation for non-employee members of our Board. The Compensation Committee operates pursuant to a charter that was approved by our Board, a current copy of which is available on our website at www.sunrise.sh under the heading “Investor” and subheading “Corporate Governance.”
76
ITEM 11. EXECUTIVE COMPENSATION
Compensation Philosophy
The Company has established a compensation committee to ensure that employees are rewarded appropriately based on performance and the Company reviews the compensation of the CEO and other executive managers annually. Our compensation program for our executive officers and all other employees is designed such that it will not incentivize unnecessary risk-taking as our compensation consists primarily of base salaries without bonuses or stock awards.
The following table reflects the compensation paid to the Company’s Chief Executive Officer and each of the Company’s compensated executive officers whose compensations exceeded $100,000 in fiscal years 2023, 2022 and 2021 for services rendered to the Company and its subsidiaries.
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| Change in |
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Pension | ||||||||||||||||||
Value | ||||||||||||||||||
and | ||||||||||||||||||
Non-Equity | Nonqualified | |||||||||||||||||
Incentive | Deferred | |||||||||||||||||
Stock | Option | Plan | Compensation | All Other | ||||||||||||||
Name and Principal | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | ||||||||||
Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | |||||||||
(a) |
| (b) |
| (c) |
| (d) |
| (e) |
| (f) |
| (g) |
| (h) |
| (i) |
| (j) |
Zhang Jian | 2023 | 68,917 | — | — | — | — | — | — | 68,917 | |||||||||
CEO (since November 8, 2019 | 2022 | 68,917 | 6,461 | — | — | — | — | — | 75,378 | |||||||||
2021 | 35,000 | — | — | — | — | — | — | 35,000 | ||||||||||
Mi Yong Jun |
| 2023 |
| 43,074 |
| 2,611 |
|
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| 45,685 | |||||
CFO (since June 24, 2013) |
| 2022 |
| 43,074 |
| 5,312 |
|
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| 48,386 | |||||
| 2021 |
| 24,500 |
| 295 |
| 24,795 |
Option/SAR Grants
On December 28, 2021, the Board of Directors of the Company authorized the Company to issue options to purchase an aggregate of 3,000,000 shares of common stock as a bonus incentive to 13 employees and consultants that have each served the Company for a minimum of eight years. The options vested immediately and were exercisable until December 27, 2023 at an exercise price of $0.60 per share. The options were not exercised and expired on December 27, 2023. The Directors and Executive Officers who were granted options include:
Lin Chi Jung |
| Director |
| 2,000,000 | shares |
Zhang Jian |
| Chief Executive Officer |
| 150,000 | shares |
Lin Hsin Hung |
| Chairman of the Board |
| 100,000 | shares |
Pan Yu Jen |
| Director |
| 100,000 | shares |
Mi Yong Jun |
| Chief Financial Officer |
| 150,000 | shares |
The Company has no formal stock option plan or other equity incentive plan in place. Accordingly, except for the issuance on December 28, 2021, no individual grants of stock options, whether or not in tandem with Stock Appreciation Rights (“SARs”) and freestanding SARs have been made to any executive officer or any director since the Company’s inception. No stock options have been exercised by the Company’s officers or directors in any fiscal year.
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DIRECTOR COMPENSATION
|
|
|
|
| Change in |
|
| |||||||
Pension Value | ||||||||||||||
and | ||||||||||||||
Fees Earned | Non-Equity | Nonqualified | ||||||||||||
or Paid in | Stock | Option | Incentive Plan | Deferred | All Other | |||||||||
Cash | Awards | Awards | Compensation | Compensation | Compensation | Total | ||||||||
Name | ($) | ($) | ($) | ($) | Earnings | ($) | ($) | |||||||
(a) |
| (b) |
| (c) |
| (d) |
| (e) |
| (f) |
| (g) |
| (h) |
LIN CHI-JUNG | 252,000 | — | — | — | — | — | 252,000 | |||||||
LIN HSIN-HUNG |
| 42,773 |
| — |
| — |
| — |
| — |
| — |
| 42,773 |
LIN YUAN-CHIANG |
| 50,828 |
| — |
| — |
| — |
| — |
| — |
| 50,828 |
CHANG SHU-CHEN |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
LI XIAO-GANG | 17,229 | — | — | — | — | — | 17,229 | |||||||
GU LIANG | 17,229 | — | — | — | — | — | 17,229 | |||||||
WANG WEN HUA | — | — | — | — | — | — | — |
| (1) | On December 28, 2021, the Board of Directors issued options to the following Directors. The options vested immediately and are exercisable until December 27, 2023 at an exercise price of $0.60 per share. |
Lin Chi Jung |
| Director |
| 2,000,000 | shares |
Lin Hsin Hung |
| Chairman of the Board |
| 100,000 | shares |
Pan Yu Jen |
| Director |
| 100,000 | shares |
Wang Wen Hua |
| Director |
| 25,000 | shares |
As of December 27, 2023, the option/SAR grants expired and no options were exercised.
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ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as of April 30, 2023, the number and percentage of our 68,691,925 shares of common stock outstanding that were beneficially owned by (1) each person known to the Company to be the beneficial owner of five percent or more of our common stock, (2) each director and named executive officer, and (3) all of the Company’s directors and executive officers as a group. Unless otherwise indicated, the person listed in the table is the beneficial owner of, and has sole voting and investment power with respect to, the shares indicated.
|
| Amount and Nature of |
| |||||
Title of Class | Name and Address | Beneficial Ownership | Percent of Class | |||||
Common | Lin Chi-Jung Hengfeng Road, No. 638, 5th Fl., Bldg A | 44,511,400 | (1) | 64.80 | % | |||
| ||||||||
Common |
| Lin Hsin-Hung Hengfeng Road, No. 638, 5th Fl., Bldg A |
| 334,750 | (2) | 0.49 | % | |
| ||||||||
Common |
| Lin Chao Chun Hengfeng Road, No. 638, 5th Fl., Bldg A |
| 1,511,400 | (3) | 2.2 | % | |
| ||||||||
Common |
| Bryan Lin Hengfeng Road, No. 638, 5th Fl., Bldg A |
| 25,000 | 0.03 | % | ||
All Directors and Officers As a Group |
| 46,357,550 | (4) | 67.52 | % | |||
Common |
| Better Time International |
| 3,530,000 | (5) | 5.14 | % | |
Common |
| Good Speed Service Limited |
| 3,469,572 | (6) | 5.05 | % | |
Non-Officers and Directors |
| 6,999,572 | 10.19 | % | ||||
| (1) | These shares are owned by Ace Develop Properties Limited, of which Mr. Lin Chi-Jung is the sole beneficial owner. |
| (2) | These shares are owned by Glorystar International Enterprise Limited, of which Mr. Lin Hsing Hung is a minority shareholder and an officer. |
| (3) | These shares are owned by Robert Lin Investments, Inc., of which Mr. Lin Chao Chun is the sole beneficial owner. |
| (4) | Except reported herein, other directors and officers do not own any Company’s common stocks. |
| (5) | The beneficiary owner of Better Time International is Wang Chun-Chieh. |
| (6) | The beneficiary owner of Good Speed Services Limited is Yuan Chi Lung. |
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Certain Relationships
A related party is an entity that can control or significantly influence the management or operating policies of another entity to the extent one of the entities may be prevented from pursuing its own interests. A related party may also be any party the entity deals with that can exercise that control.
Amounts Due To (From) Directors
The amounts due to directors as of December 31, 2023 were $472,104. The amounts due are as follows:
Amount Due to Lin Chi-Jung
The amount due to Lin Chi-Jung as of December 31, 2023 was $451,640, which includes unsecured advances and unpaid interest.
Amount Due to Lin Hsin-Hung
The balance due to Lin Hsin-Hung as of December 31, 2023 was $20,464, which is unsecured, interest-free and payable on demand.
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Director Independence
Li Xiao-Gang, Wang wen hua and Gu liang are members of the Board of Directors and are each “independent” within the meaning of the Marketplace Rules of the Nasdaq Stock Market, Inc.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
For the years ended December 31, 2023 and 2022, the fees billed from RH. CPA were $121,658 and $121,658, respectively.
Audit-Related Fees
None.
Tax Fees
None.
All Other Fees
R.H CPA did not bill the Company any additional fees for professional services rendered to the Company during the fiscal years ended December 31, 2023 and 2022.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors
According to the charter of the Audit Committee, the Company’s policy on pre-approval of audit and permissible non-audit services of independent auditors is to pre-approve all audit services and permissible non-audit services by the independent accountants, as set forth in Section 10A of the Exchange Act and the rules and regulations promulgated thereunder by the SEC. The Audit Committee may establish pre-approval policies and procedures, as permitted by Section 10A of the Exchange Act and the rules and regulations promulgated thereunder by the SEC, for the engagement of independent accountants to render services to the Company, including but not limited to policies that would allow the delegation of pre-approval authority to one or more members of the Audit Committee, provided that any pre-approvals delegated to one or more members of the Audit Committee are reported to the Audit Committee at its next scheduled meeting.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) | Financial Statements and Schedules |
The financial statements filed as part of this filing are listed on the index to the Financial Statements, Item 8 of Part II.
Exhibit Index
Exhibit |
| Description |
2.1 | ||
2.2 | ||
3.1 | ||
3.1a | Amendments to the Articles of Incorporation, incorporated by reference to Exhibits 3.1a and 3.1b to Form-10-KSB for the fiscal year ended December 31, 2003 filed on April 14, 2004. | |
3.1b | ||
3.2 | Bylaws, incorporated by reference to Exhibit 3.2 of Form-10SB filed on April 23, 2001. | |
4.1 | ||
7.1 | ||
7.2 | ||
10.1 | ||
10.2 | ||
10.21 | ||
10.22 | ||
10.23 | ||
14 | Code of Ethics (Incorporated by reference from Form 10-K dated December 31, 2016) | |
21.1 |
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31.1 | ||
31.2 | ||
32.1 | ||
32.2 | ||
99.1 | ||
101.1NS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definitions Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Sunrise Real Estate Group, Inc.
/s/ Zhang, Jian | |
By: Zhang Jian | |
Principal Executive Officer and Director |
DATE: October 22, 2024
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
/s/ Lin Chi-Jung | Director | October 22, 2024 | ||
Lin Chi-Jung | ||||
/s/ Chang Shu-Chen | Director | October 22, 2024 | ||
Chang Shu-Chen | ||||
/s/ Lin Yuan-Chiang | Director | October 22, 2024 | ||
Lin Yuan-Chiang | ||||
/s/ Lin Hsin-Hung | Chairman | October 22, 2024 | ||
Lin Hsin-Hung | ||||
/s/ Gu liang | Director | October 22, 2024 | ||
Gu liang | ||||
/s/ Li Xiao-Gang | Director | October 22, 2024 | ||
Li Xiao-Gang | ||||
/s/ Wang Wen Hua | Director | October 22, 2024 | ||
Wang Wen Hua |
83