6-K
YSX Tech Co., Ltd (YSXT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2025
Commission File Number: 001-42444
YSX TECH. CO., LTD
401, 4 / F, Building 12, 1601 South Guangzhou Avenue, Haizhu District,
Guangzhou, Guangdong, PRC
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Explanatory Note
YSX TECH. CO., LTD (the “Registrant”) is filing this current report on Form 6-K to report its financial results for the six months ended September 30, 2024 and to discuss its recent corporate developments.
Attached as exhibits to this current report on Form 6-K are:
| (1) | the unaudited condensed interim consolidated financial statements and related notes as Exhibit 99.1; |
|---|---|
| (2) | Management’s Discussion and Analysis of Financial Condition and Results of Operations as Exhibit 99.2; and |
| --- | --- |
| (3) | a press release dated February 24, 2025, titled “YSX TECH. CO., LTD Reports Financial Results for the First Six Months of Fiscal Year 2025” as Exhibit 99.3. |
| --- | --- |
1
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Statements in this current report with respect to the Company’s current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of the Company. Forward-looking statements include, but are not limited to, those statements using words such as “believe,” “expect,” “plans,” “strategy,” “prospects,” “forecast,” “estimate,” “project,” “anticipate,” “aim,” “intend,” “seek,” “may,” “might,” “could” or “should,” and words of similar meaning in connection with a discussion of future operations, financial performance, events or conditions. From time to time, oral or written forward-looking statements may also be included in other materials released to the public. These statements are based on management’s assumptions, judgments and beliefs in light of the information currently available to it. The Company cautions investors that a number of risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, including but not limited to, product and service demand and acceptance, changes in technology, economic conditions, the impact of competition and pricing, government regulations, and other risks contained in reports filed by the Company with the U.S. Securities and Exchange Commission. Therefore, investors should not place undue reliance on such forward-looking statements. Actual results may differ significantly from those set forth in the forward-looking statements.
All such forward-looking statements, whether written or oral, and whether made by or on behalf of the company, are expressly qualified by the cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.
2
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Unaudited Consolidated Financial Statements and Related Notes As of September 30, 2024 and for the Six Months Ended September 30, 2024 and 2023 |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 99.3 | Press Release – YSX TECH. CO., LTD Reports Financial Results the First Six Months of Fiscal Year 2025 |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | YSX TECH. CO., LTD | |
|---|---|---|
| Date: February 24, 2025 | | |
| | By: | /s/ Jie Xiao |
| | Name: | Jie Xiao |
| | Title: | Chief Executive Officer |
4
YSX Tech Co., Ltd_2024-09-30
Table of Contents Exhibit 99.1
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
YSX TECH. CO., LTD AND SUBSIDIARIES
TABLE OF CONTENTS
| | ||
|---|---|---|
| Unaudited Consolidated Financial Statements | ||
| | | |
| Condensed Consolidated Balance Sheets as of September 30, 2024 (Unaudited) and March 31, 2024 | | F-2 |
| Condended Consolidated Statements of Income and Comprehensive Income for the Six Months ended September 30, 2024 and 2023 | | F-3 |
| Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Six Months ended September 30, 2024 and 2023 | | F-4 |
| Condensed Consolidated Statements of Cash Flows for the Six Months ended September 30, 2024 and 2023 | | F-5 |
| Notes to Unaudited Condensed Consolidated Financial Statements | | F-6 |
Table of Contents YSX TECH. CO., LTD AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
| | | | | | | |
|---|---|---|---|---|---|---|
| | **** | As of | ||||
| | **** | September 30, 2024 | **** | March 31, 2024 | ||
| | (Unaudited) | | | | ||
| ASSETS | | | ||||
| CURRENT ASSETS | | | ||||
| Cash | | $ | 5,444,920 | | $ | 4,283,794 |
| Short-term investment | | 437,115 | | 2,103,762 | ||
| Accounts receivable, net of $657,014 and $382,731, respectively | | 9,858,094 | | 9,163,752 | ||
| Accounts receivable, related parties | | 4,024,951 | | 2,871,872 | ||
| Advances to vendors | | 10,690,258 | | 8,123,120 | ||
| Due from related parties | | — | | 2,197 | ||
| Deferred initial public offering costs | | 153,987 | | 118,103 | ||
| Other current assets | | 757,038 | | 848,185 | ||
| TOTAL CURRENT ASSETS | | 31,366,363 | | 27,514,785 | ||
| | | | | | | |
| Property and equipment, net | | 44,560 | | 54,486 | ||
| Right-of-use operating lease assets | | 190,240 | | 224,835 | ||
| Deferred tax assets | | 116,609 | | 76,821 | ||
| TOTAL NONCURRENT ASSETS | | 351,409 | | 356,142 | ||
| TOTAL ASSETS | | $ | 31,717,772 | | $ | 27,870,927 |
| | | | | | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | ||||
| CURRENT LIABILITIES | | | ||||
| Short-term bank loans | | $ | 1,635,887 | | $ | 1,563,452 |
| Current portion of long-term loans | | 142,499 | | 138,481 | ||
| Accounts payable | | 1,845,371 | | 1,525,192 | ||
| Deferred revenue | | 8,010 | | 14,099 | ||
| Taxes payable | | 3,110,014 | | 2,579,976 | ||
| Due to related parties | | 562,644 | | 417,557 | ||
| Operating lease liabilities, current | | 91,387 | | 83,477 | ||
| Accrued expenses and other current liabilities | | 1,257,021 | | 883,805 | ||
| TOTAL CURRENT LIABILITIES | | 8,652,833 | | 7,206,039 | ||
| | | | | | | |
| Operating lease liabilities, non-current | | 118,076 | | 160,706 | ||
| Long-term loans | | 427,497 | | 484,684 | ||
| Long term loan, related party | | 1,353,739 | | 1,384,811 | ||
| TOTAL NONCURRENT LIABILITIES | | 1,899,312 | | 2,030,201 | ||
| | | | | | | |
| TOTAL LIABILITIES | | 10,552,145 | | 9,236,240 | ||
| | | | | | | |
| COMMITMENTS AND CONTINGENCIES | | | ||||
| | | | | | | |
| SHAREHOLDERS’ EQUITY | | | ||||
| Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 22,000,000 shared issued and outstanding, including:* | | — | | — | ||
| Class A ordinary shares, $0.0001 par value, 470,000,000 shares authorized, 20,822,675 shares issued and outstanding as of September 30, 2024 and March 31, 2024 | | 2,082 | | 2,082 | ||
| Class B ordinary shares, $0.0001 par value, 30,000,000 shares authorized, 1,177,325 shares issued and outstanding as of September 30, 2024 and March 31, 2024 | | 118 | | 118 | ||
| Additional paid-in capital | | 5,346,674 | | 5,346,674 | ||
| Statutory reserve | | 818,465 | | 741,584 | ||
| Retained earnings | | 15,570,667 | | 13,720,353 | ||
| Accumulated other comprehensive loss | | (572,379) | | (1,176,124) | ||
| TOTAL SHAREHOLDERS’ EQUITY | | 21,165,627 | | 18,634,687 | ||
| | | | | | | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 31,717,772 | | $ | 27,870,927 |
| * | The share numbers and amounts are presented on a retrospective basis, see Note 10. |
|---|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. F-2
Table of Contents YSX TECH. CO., LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
| | | | | | | |
|---|---|---|---|---|---|---|
| | **** | For the Six Months ended September 30, | ||||
| | **** | 2024 | **** | 2023 | ||
| REVENUES: | | | ||||
| Revenues | | $ | 24,747,746 | | $ | 22,199,058 |
| Revenues, related parties | | 9,346,622 | | 4,298,763 | ||
| Total revenue | | **** | 34,094,368 | | **** | 26,497,821 |
| | | | | | | |
| COST OF REVENUES: | | | ||||
| Cost of revenues | | 30,493,854 | | 19,362,131 | ||
| Cost of revenues, related parties | | — | | 3,757,075 | ||
| Total cost of revenues | | 30,493,854 | | 23,119,206 | ||
| Gross profit | | 3,600,514 | | 3,378,615 | ||
| | | | | | | |
| OPERATING EXPENSES: | | | ||||
| Selling and marketing | | 66,471 | | 57,991 | ||
| General and administrative | | 1,064,198 | | 400,617 | ||
| Research and development | | 113,652 | | 102,331 | ||
| Total operating expenses | | 1,244,321 | | 560,939 | ||
| | | | | | | |
| INCOME FROM OPERATIONS | | 2,356,193 | | 2,817,676 | ||
| | | | | | | |
| OTHER INCOME (EXPENSES): | | | ||||
| Interest expense | | (62,438) | | (50,324) | ||
| Interest income | | 654 | | 819 | ||
| Investment income | | 20,282 | | 13,731 | ||
| Other income | | 64,598 | | 181,885 | ||
| Other non-operating expenses, net | | (17,393) | | (6,243) | ||
| Total other income, net | | 5,703 | | 139,868 | ||
| | | | | | | |
| INCOME BEFORE INCOME TAX PROVISION | | 2,361,896 | | 2,957,544 | ||
| | | | | | | |
| PROVISION FOR INCOME TAXES | | 434,701 | | 485,787 | ||
| | | | | | | |
| NET INCOME | | 1,927,195 | | 2,471,757 | ||
| | | | | | | |
| OTHER COMPREHENSIVE INCOME | | | ||||
| Foreign currency translation adjustment | | 603,745 | | (920,145) | ||
| COMPREHENSIVE INCOME | | $ | 2,530,940 | | $ | 1,551,612 |
| | | | | | | |
| Earnings per ordinary share- basic and diluted | | $ | 0.09 | | $ | 0.11 |
| | | | | | | |
| Weighted average number of ordinary shares- basic and diluted | | 22,000,000 | | 22,000,000 |
| * | The share numbers are presented on a retrospective basis, see Note 10. |
|---|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
Table of Contents YSX TECH. CO., LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
| | | | | | | | | | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | Ordinary shares*, 0.0001 par value | | | | | Accumulated | | | |||||||||||||||
| | | Class A | | Class B | | Additional | | | | | | | | other | | Total | ||||||||
| | | ordinary shares | | ordinary shares | | paid-in | | Statutory | | Retained | | comprehensive | | shareholders' | ||||||||||
| | **** | Shares | Amount | **** | Shares | **** | Amount | **** | capital | **** | reserve | **** | earnings | **** | income (loss) | **** | equity | |||||||
| Balance at March 31, 2023 | **** | 20,822,675 | $ | 2,082 | **** | 1,177,325 | | $ | 118 | | $ | 5,346,674 | | $ | 492,992 | | $ | 9,402,977 | | $ | (425,082) | | $ | 14,819,761 |
| | | | | | | | ||||||||||||||||||
| Appropriation to statutory reserve | — | — | — | | — | | — | | 191,063 | | (191,063) | | — | | — | |||||||||
| Net income | — | — | — | | — | | — | | — | | 2,471,757 | | — | | 2,471,757 | |||||||||
| Foreign currency translation adjustment | — | — | — | | — | | — | | — | | — | | (920,145) | | (920,145) | |||||||||
| | | | | | | | ||||||||||||||||||
| Balance at September 30, 2023 | **** | 20,822,675 | $ | 2,082 | **** | 1,177,325 | | $ | 118 | | $ | 5,346,674 | | $ | 684,055 | | $ | 11,683,671 | | $ | (1,345,227) | | $ | 16,371,373 |
| | | | | | | | ||||||||||||||||||
| Balance at March 31, 2024 | **** | 20,822,675 | $ | 2,082 | **** | 1,177,325 | | $ | 118 | | $ | 5,346,674 | | $ | 741,584 | | $ | 13,720,353 | | $ | (1,176,124) | | $ | 18,634,687 |
| | | | | | | | ||||||||||||||||||
| Appropriation to statutory reserve | — | — | — | | — | | | 76,881 | | (76,881) | | — | | — | ||||||||||
| Net income | — | — | — | | — | | — | | — | | 1,927,195 | | — | | 1,927,195 | |||||||||
| Foreign currency translation adjustment | — | — | — | | — | | — | | — | | — | | 603,745 | | 603,745 | |||||||||
| | | | | | | | ||||||||||||||||||
| Balance at September 30, 2024 | **** | 20,822,675 | $ | 2,082 | **** | 1,177,325 | | $ | 118 | | $ | 5,346,674 | | $ | 818,465 | | $ | 15,570,667 | | $ | (572,379) | | $ | 21,165,627 |
All values are in US Dollars.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
Table of Contents YSX TECH. CO., LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | |
|---|---|---|---|---|---|---|
| | **** | For the six months ended September 30, | ||||
| | **** | 2024 | **** | 2023 | ||
| | | | | | | |
| Cash flows from operating activities: | | | ||||
| Net income | | $ | 1,927,195 | | $ | 2,471,757 |
| Adjustments to reconcile net income to net cash used in operating activities: | | | ||||
| Depreciation and amortization | | 12,685 | | 14,026 | ||
| Amortization of operating lease right-of-use assets | | 43,179 | | 30,841 | ||
| Allowance for doubtful accounts | | 286,081 | | (188,845) | ||
| Deferred tax provision | | (36,595) | | 33,711 | ||
| Changes in operating assets and liabilities: | | | ||||
| Accounts receivable | | (673,890) | | (1,394,491) | ||
| Accounts receivable, related parties | | (1,042,282) | | 368,400 | ||
| Advance to vendors | | (2,271,580) | | (6,086,274) | ||
| Other current assets | | 61,924 | | (156,001) | ||
| Due from related parties | | 2,203 | | 11 | ||
| Other non-current assets | | — | | (2,892) | ||
| Net changes in operating right-of-use assets and lease liabilities | | (43,848) | | (30,485) | ||
| Accounts payable | | 268,842 | | 692,459 | ||
| Deferred revenue | | (6,331) | | (39,241) | ||
| Deferred revenue, related parties | | — | | (50,983) | ||
| Taxes payable | | 443,494 | | 614,111 | ||
| Accrued expense and other current liabilities | | 340,282 | | 1,094 | ||
| Net cash used in operating activities | | (688,641) | | (3,722,802) | ||
| | | | ||||
| Cash flows from investing activities: | | | ||||
| Purchase of property and equipment | | (1,474) | | (543) | ||
| Proceeds from termination of the long-term investment | | — | | 493,171 | ||
| Purchase of short-term investment | | — | | (2,805,403) | ||
| Proceeds upon maturity of short-term investment | | 1,683,307 | | 2,104,052 | ||
| Net cash provided by (used in) investing activities | | 1,681,833 | | (208,723) | ||
| | | | ||||
| Cash flows from financing activities: | | | ||||
| Proceeds from short-term bank loans | | 1,943,743 | | 4,279,643 | ||
| Repayment of short-term bank loans | | (1,917,363) | | (2,175,590) | ||
| Proceeds from long-term bank loans | | — | | 701,351 | ||
| Repayment of long-term bank loans | | (69,419) | | (589,135) | ||
| Repayment of long-term loan, related party | | (69,419) | | (841,621) | ||
| Proceeds from short-term loan-related party | | — | | 1,402,702 | ||
| Proceeds from borrowing from related parties | | 141,000 | | 177,023 | ||
| Payment for deferred initial public offering costs | | (32,042) | | (179,432) | ||
| Net cash (used in) provided by financing activities | | (3,500) | | 2,774,941 | ||
| | | | ||||
| Effect of exchange rate change on cash | | 171,434 | | (193,039) | ||
| Net increase (decrease) in cash | | 1,161,126 | | (1,349,623) | ||
| Cash, beginning of period | | 4,283,794 | | 3,386,386 | ||
| Cash, end of period | | $ | 5,444,920 | | $ | 2,036,763 |
| | | | ||||
| Supplemental disclosures of cash flow information: | | | ||||
| Cash paid for income tax | | $ | 23,824 | | $ | 19,868 |
| Cash paid for interest | | $ | 62,438 | | $ | 50,324 |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
Table of Contents YSX TECH. CO., LTD AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION
Business
YSX TECH. CO., LTD (“YSX Cayman” or the “Company”), through its wholly-owned subsidiaries and entities controlled through contractual arrangements, is primarily engaged in providing comprehensive business solutions to its customers, mainly insurance companies and brokerages in China. Based on its in-depth knowledge of the Chinese insurance industry accumulated from years of servicing its customers, the Company specializes in auto insurance aftermarket value-added services, software development and information technology services, as well as other scenario-based customized services. Unless otherwise specified, the Company’s substantial business operations are located in the People’s Republic of China (“PRC”).
Organization
YSX Cayman was incorporated as an exempt company with limited liability under the laws of the Cayman Islands on November 9, 2022.
YSX Cayman owns 100% of the equity interests of YSX (HK) Holding Co., Limited (“YSX HK”), a limited liability company formed under the laws of Hong Kong on November 29, 2022.
On December 30, 2022, Yishengxin (Guangzhou) International Holding Co., Ltd. (“ WFOE”) was incorporated pursuant to PRC laws as a wholly foreign owned enterprise of YSX HK.
YSX Cayman, YSX HK, and WFOE are currently not engaging in any active business operations and merely acting as holding companies.
Prior to the reorganization described below, the Company’s business was operated by the following entities: (1) Xinjiang Yishengxin Network Technology Co., Ltd. (“Xinjiang YSX”), formed in Xinjiang Uygur Autonomous Region of China on July 16, 2015. Xinjiang YSX has three 100% controlled subsidiaries including Xinjiang Yishengxin Chuangzhan Technology Co., Ltd. (“Chuangzhan”), formed in Guangzhou city of China on July 2, 2017, Xinjiang Agilent Information Technology Co., Ltd. (“Anjielun”), formed in Kashi city of Xinjiang Uygur Autonomous Region of China on June 27, 2016 and Guangzhou Yishengxin Network Technology Co., Ltd. (“ YSX Network”),formed in Guangzhou city on July 12, 2019. Xinjiang YSX also has a branch company, Xinjiang Yishengxin Network Technology Co., Ltd. Guangzhou branch (“Guangzhou YSX”), organized under the laws of the PRC on December 9, 2015; and (2) Guangzhou Xihang Information Technology Co., Ltd. (“Xihang”), formed in Guangzhou City, China on August 4, 2011. Xinjiang YSX, Guangzhou YSX, YSX Network, Chuangzhan, Anjielun and Xihang were all formed as limited companies pursuant to PRC laws to provide auto insurance aftermarket value-added services, software development and information technology services, as well as other scenario-based customized services to customers in the PRC, and are collectively referred to as the “YSX Operating Companies” and Xinjiang YSX and Xihang are collectively referred to as the variable interest entities (the “VIEs”).
Reorganization
A reorganization of our legal structure (“Reorganization”) was completed on December 31, 2022. The Reorganization involved the formation of YSX Cayman, YSX HK and WFOE, and entering into certain contractual arrangements among WFOE the VIEs and the shareholders of the VIEs. Consequently, the Company became the ultimate holding company of YSX HK, WFOE, and the YSX Operating Companies.
On December 31, 2022, WFOE entered into a series of contractual arrangements with the YSX Operating Companies. These agreements include Exclusive Business Cooperation and Service Agreements, Share Disposal and Exclusive Option to Purchase Agreements, Equity Interest Pledge Agreements, Proxy Agreements and Spousal Consent (collectively the “VIE Agreements”). Pursuant to the VIE Agreements, WFOE has the exclusive right to provide to YSX Operating Companies consulting services related to business operations, including technical and management consulting services. The VIE Agreements are designed to provide WFOE with the power, rights, and obligations equivalent in all material respects to those it would possess as the sole equity holder of YSX Operating Companies, F-6
Table of Contents including absolute control rights and the rights to the assets, property, and revenue of YSX Operating Companies, for accounting purposes. We believe that YSX Operating Companies should be treated as Variable Interest Entities (“VIEs”) under the Statements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 Consolidation and we are regarded as the primary beneficiary of the VIEs for accounting purposes, to the extent that we consolidate the financial results of the VIEs in our consolidated statements under U.S. GAAP. We treat the VIEs as our consolidated entities under U.S. GAAP.
The consolidation of the Company, its subsidiaries, the VIEs and the subsidiaries of the VIEs have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying unaudited condensed consolidated financial statements.
The unaudited condensed consolidated financial statements of the Company include the following entities:
| Name of Entity | Date of<br>Formation | Place of<br>Incorporation | % of<br>Ownership | Principal Activities |
|---|---|---|---|---|
| YSX Cayman | November 9, 2022 | Cayman Islands | Parent, 100% | Investment holding |
| YSX HK | November 29, 2022 | Hong Kong | 100% | Investment holding |
| WFOE | December 30, 2022 | Guangzhou, PRC | 100% | WFOE, Consultancy and information technology support |
| YSX Operating Companies: | ||||
| Xinjiang YSX | July 16, 2015 | Kashi, PRC | VIE | Auto insurance aftermarket value-added services, and software development and information technology services |
| Guangzhou YSX | December 9, 2015 | Guangzhou, PRC | A branch company of Xinjiang YSX | Auto insurance aftermarket value-added services, and software development and information technology services |
| Chuangzhan | July 2, 2017 | Kashi, PRC | Subsidiary of Xinjiang YSX | Software development and information technology services |
| Anjielun | June 27, 2016 | Kashi, PRC | Subsidiary of Xinjiang YSX | Auto insurance aftermarket value-added services, and software development and information technology services |
| YSX Network | July 12, 2019 | Guangzhou, PRC | Subsidiary of the Xinjiang YSX | Auto insurance aftermarket value-added services, and software development and information technology services |
| Xihang | August 4, 2011 | Guangzhou, PRC | VIE | Auto insurance aftermarket value-added services, and software development and information technology services |
The VIE contractual arrangements
The Company’s main operating entities, Xinjiang YSX, its subsidiaries, Chuangzhan, Anjielun and Guangzhou YSX Network, its branch company, Guangzhou YSX, and Xihang (or the “YSX Operating Companies”), are controlled through contractual arrangements in lieu of direct equity ownership by the Company.
A VIE is an entity which has a total equity investment that is insufficient to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to F-7
Table of Contents receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary of, and must consolidate, the VIE, for accounting purposes, because it met the condition under U.S. GAAP to consolidate the VIE.
WFOE, is deemed to have a controlling financial interest in and be the primary beneficiary of the YSX Operating Companies for accounting purposes because it has both of the following characteristics:
| ● | The power to direct activities of the YSX Operating Companies that most significantly impact such entities’ economic performance, and |
|---|---|
| ● | The right to receive benefits from, the YSX Operating Companies that could potentially be significant to such entities. |
| --- | --- |
Pursuant to these contractual arrangements, the YSX Operating Companies shall pay service fees equal to all of their net profits after tax payments to WFOE. Such contractual arrangements are designed so that the operations of the YSX Operating Companies are solely for the benefit of WFOE and ultimately, the Company, and therefore the Company consolidates the YSX Operating Companies under U.S. GAAP.
Risks associated with the VIE structure
The Company believes that the contractual arrangements with the VIEs are in compliance with PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could:
●revoke the business and operating licenses of the Company’s PRC subsidiary and VIEs;
●discontinue or restrict the operations of any related-party transactions between the Company’s PRC subsidiary and VIEs;
●limit the Company’s business expansion in China by way of entering into contractual arrangements;
●impose fines or other requirements with which the Company’s PRC subsidiary and VIEs may not be able to comply;
●require the Company or the Company’s PRC subsidiary and VIEs to restructure the relevant ownership structure or operations; or
●restrict or prohibit the Company’s use of the proceeds from public offering to finance the Company’s business and operations in China.
The Company’s ability to conduct its businesses may be negatively affected if the PRC government were to carry out of any of the aforementioned actions. In such case, the Company may not be able to consolidate the VIEs and the VIEs’ subsidiaries in its consolidated financial statements as it may lose the ability to exert effective control over the VIEs and its shareholders and it may lose the ability to receive economic benefits from the VIE and the VIEs’ subsidiaries for accounting purposes under U.S. GAAP. The Company, however, does not believe such actions would result in the liquidation or dissolution of the Company, its PRC subsidiary and the VIEs and the VIEs’ subsidiaries.
The Company, YSX HK and WFOE are essentially holding companies and did not have material operations. During the six months ended September 30, 2024, YSX Cayman, YSX HK and WFOE only recorded immaterial amount of assets and liabilities (including cash of $6,271, other receivable of $21,318, deferred initial public offering costs of $14,981, property and equipment of $1,513, due to related parties of $417,586, taxes payable of $120, and other payable and accrued liabilities of $66,337 as of September 30, 2024). In addition, there was no revenue generated by YSX Cayman, YSX HK and the WFOE during the six months ended September 30, 2024, operating expenses and net loss reported by YSX Cayman, YSX HK and the WFOE amounted to approximately $262,606 for the six months ended September 30, 2024. As a result, total assets and liabilities presented on the consolidated balance sheets and revenue, expenses, and net income presented on the consolidated statement of comprehensive income as well as the cash flows from operating, investing and financing activities presented on the consolidated statement of cash flows are substantially the financial position, operation F-8
Table of Contents results and cash flows of the VIEs and the VIEs’ subsidiaries as of September 30, 2024 and for the six months ended September 30, 2024 and 2023, respectively. The Company has not provided any financial support to the VIEs and the VIEs’ subsidiaries during the six months ended September 30, 2024 and 2023. Additionally, pursuant to the VIE Agreements, WFOE has the right to receive service fees equal to the VIEs’ net profits after tax payments. None of these fees were paid to WFOE as of September 30, 2024. Accordingly, as of September 30, 2024 and March 31, 2024, WFOE had approximately $6.5 million and $4.6 million consulting fee receivables due from the VIEs and the VIEs’ subsidiaries, respectively. These receivables were fully eliminated upon consolidation.
The following financial statement amounts and balances of the VIEs were included in the accompanying unaudited condensed consolidated financial statements after elimination of intercompany transactions and balances:
| | | | | | | |
|---|---|---|---|---|---|---|
| | **** | September 30, | **** | March 31, | ||
| | | 2024 | | 2024 | ||
| | (Unaudited) | | | |||
| Current assets | | $ | 31,554,142 | | $ | 27,596,175 |
| Non-current assets | | 349,896 | | 356,142 | ||
| Total assets | | $ | 31,904,038 | | $ | 27,952,317 |
| Current liabilities | | $ | 8,168,790 | | $ | 6,885,996 |
| Non-current liabilities | | 1,899,312 | | 2,030,201 | ||
| Total liabilities | | $ | 10,068,102 | | $ | 8,916,197 |
| | | | | | | |
|---|---|---|---|---|---|---|
| | | For the Six months Ended | ||||
| | | September 30, | ||||
| | 2024 | 2023 | ||||
| | (Unaudited) | | (Unaudited) | |||
| Net revenue | $ | 34,094,368 | $ | 26,497,821 | ||
| Net income | | $ | 2,189,802 | | $ | 2,561,544 |
| | | | | | | |
|---|---|---|---|---|---|---|
| | | For the Six Months Ended | ||||
| | | September 30, | ||||
| | | 2024 | | 2023 | ||
| | (Unaudited) | (Unaudited) | ||||
| Net cash used in operating activities | $ | (655,122) | $ | (3,722,802) | ||
| Net cash provided by (used in) investing activities | | $ | 1,683,307 | | $ | (208,723) |
| Net cash (used in) provided by financing activities | | $ | (141,394) | | $ | 2,597,355 |
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and the notes thereto for the fiscal years ended March 31,2024 and 2023 included in the Company’s Registration Statement on Form F-1. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the unaudited condensed consolidated financial statements not misleading have been included. Operating results for the interim period ended September 30, 2024 are not necessarily indicative of the results that may be expected for the fiscal year ending March 31, 2025.
The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company, its wholly owned subsidiaries, and entities whose operation and financial results it consolidates through the respective VIE agreements. All inter-company balances and transactions are eliminated upon consolidation. F-9
Table of Contents Uses of estimates
In preparing the unaudited condensed consolidated financial statements in conformity U.S. GAAP, the management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the unaudited condensed consolidated financial statements. Significant estimates required to be made by management include, but are not limited to, the estimated credit loss of accounts receivable, realizability of advance to vendors, useful lives of property and equipment, the recoverability of long-lived assets, estimates used in lease accounting, and realization of deferred tax assets. Actual results could differ from those estimates.
Risks and Uncertainties
The main operations of the Company are located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the economy in the PRC. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Such risks and uncertainties include, but are not limited to interest rate risk, concentration of credit risk, risks associated with concentration of customers and vendors and VIE risk (see Note 9). Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, such experience may not be indicative of future results.
The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations.
The COVID-19 pandemic negatively affected the Company’s business and financial results in fiscal year 2023, but did not materially affect its business operations in fiscal year 2024 and for the six months ended September 30, 2024. In early December 2022, China announced a nationwide loosening of its zero-COVID policy, and after that, the overall demand for YSX Operating Companies’ services, particularly, the auto insurance aftermarket value-added services, increased significantly since then.
Although the spread of COVID-19 appears to be under control, the extent to which the COVID-19 pandemic may impact the Company’s future financial results will depend on future developments, such as new information on the effectiveness of the mitigation strategies, the duration, spread, severity, and recurrence of COVID-19 and COVID-19 variants, if any, any related travel advisories and restrictions, and the overall impact of the COVID-19 pandemic on the global economy and capital markets, all of which remain uncertain and unpredictable. Given this uncertainty, the Company is currently unable to quantify the expected impact of the COVID-19 pandemic on its future operations, financial condition, liquidity, and results of operations.
Cash
Cash includes currency on hand and deposits held by banks that can be added or withdrawn without limitation. The Company maintains all of its bank accounts in the PRC. The Company’s cash balances in the PRC are insured by the PRC financial institution deposit insurance program up to a limit of RMB 500,000 per each bank account. The PRC financial institution pays compensation up to a limit of RMB 500,000 per each bank account if the bank with which an individual/a company hold its eligible deposit fails. As of September 30, 2024 and March 31, 2024, cash balance of $5,439,426 and $4,278,045, respectively, were maintained at financial institutions in PRC and approximately $4,857,299 and $3,787,797, respectively, were not insured by the PRC financial institution deposit insurance program.
Short-term investment
The Company’s short-term investments consist of wealth management financial products purchased from PRC banks or financial institution with maturities within one year. The banks or financial institution invest the Company’s funds in certain financial instruments including money market funds, bonds or mutual funds, with average rate of return on these investments of 1.95% to 2.25% per annual. The carrying values of the Company’s short-term investments approximate fair value because of their short-term maturities. The interest earned is recognized in the consolidated statements of comprehensive income over the contractual term of these investments. F-10
Table of Contents Short-term investment consisted of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | September 30, | | March 31, | ||
| | | 2024 | | 2024 | ||
| | | (Unaudited) | | | | |
| Beginning balance | $ | 2,103,762 | $ | 1,461,807 | ||
| Add: purchase additional wealth management financial products | | — | | 2,096,934 | ||
| Less: proceeds received upon maturity of short-term investment | | (1,683,307) | | (1,397,956) | ||
| Interest receivable | | — | | 19,146 | ||
| Foreign currency translation adjustments | | 16,660 | | (76,169) | ||
| Ending balance of short-term investment | | $ | 437,115 | | $ | 2,103,762 |
The Company recorded investment income of $20,282 and $13,731 for the six months ended September 30, 2024 and 2023, respectively. The short-trem investment held as of September 30, 2024 has been redempted on October 9, 2024. The Company did not purchase additional short-term investment as of the date of the condensed consolidated financial statements were issued.
Accounts receivable, net
Accounts receivable include service fees generated from the Company’s auto insurance aftermarket value-added services, other scenario-based customized services and software development and information technology services.
Accounts receivable represent balances due from customers and are recorded net of allowance for credit loss.
On April 1, 2023, the Company adopted ASC 326, Credit Losses, which replaced previously issued guidance regarding the impairment of financial instruments with an expected loss methodology that will result in more timely recognition of credit losses. The Company used a modified retrospective approach and did not restate the comparable prior periods.
The allowance for credit losses reflects the Company’s current estimate of credit losses expected to be incurred over the life of the receivables and is measured in accordance with ASC 326. The Company assesses the collectability by reviewing receivables on a collective basis where similar characteristics exist, primarily based on size, nature and on an individual basis when the Company identifies specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the receivable balances, credit quality of the Company’s customer based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. Receivables are written off after all collection efforts have ceased. As of September 30, 2024 and March 31, 2024, allowance for credit loss on the Company’s outstanding accounts receivable amounted to $657,014 and $382,731, respectively.
Advances to vendors
Advances to vendors consist of balances paid to various vendors for outsourcing the Company’s value-added services. Advances to vendors also include prepayment to external media channel operators in order to help customers to post their ads. Advances to vendors are reviewed periodically to determine whether their carrying value has become impaired. The Company considers the assets to be impaired if the realization of the advance becomes doubtful. The Company uses the aging method to estimate the allowance for unrealizable balances. In addition, at each reporting date, the Company generally determines the adequacy of allowance for credit loss by evaluating all available information, and then records specific allowances for those advances based on the specific facts and circumstances. As of September 30, 2024 and March 31, 2024, there was no allowance for credit loss recorded as management believed that all of the advance to vendor balances fully realizable F-11
Table of Contents Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization of property and equipment are provided using the straight-line method over their expected useful lives, as follows:
| | | |
|---|---|---|
| | **** | Useful life |
| Office equipment | 3-5 years | |
| Electronic equipment | 3 years | |
| Leasehold improvement | Lesser of useful life and lease term |
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of comprehensive income in other income(expenses).
Impairment of long-lived Assets
Long-lived assets with finite lives, primarily property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value. There were no impairments of these assets as of September 30, 2024 and March 31, 2024.
Deferred initial public offering (“IPO”) costs
The Company complies with the requirement of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A — “Expenses of Offering”. Deferred offering costs consist of underwriting, legal, and other expenses incurred through the balance sheet date that are directly related to the intended IPO. Deferred offering costs will be charged to shareholders’ equity upon the completion of the IPO. Should the IPO prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Deferred initial public offering costs amounted to $153,987 and $118,103 as of September 30, 2024 and March 31, 2024, respectively.
Leases
The Company leases office space, which is classified as operating leases in accordance with ASC 842. Under ASC 842, lessees are required to recognize the following for all leases (with the exception of short-term leases, usually with an initial term of 12 months or less) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.
At the commencement date, the Company recognizes the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease. The ROU asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All ROU assets are reviewed for impairment annually. There was no impairment for ROU lease assets as of September 30, 2024 and March 31, 2024 (see Note 5).
Fair value of financial instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| ● | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
|---|
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Table of Contents
| ● | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. |
|---|---|
| ● | Level 3 — inputs to the valuation methodology are unobservable. |
| --- | --- |
Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash, accounts receivable, due from related parties, short-term investment, other current assets, short-term loans, accounts payable, taxes payable and accrued expenses and other current liabilities approximate the fair value of the respective assets and liabilities as of September 30, 2024 and March 31, 2024 based upon the short-term nature of the assets and liabilities.
The Company believes that the carrying amount of long-term loans approximates fair value at September 30, 2024 and March 31, 2024 based on the terms of the borrowings and current market rates as the rates of the borrowings are reflective of the current market rates.
Foreign currency translation
The functional currency for YSX Cayman is the U.S Dollar (“US$”). YSX HK uses the Hong Kong dollar as its functional currency. However, YSX Cayman and YSX HK currently only serve as the holding companies and did not have active operations as of September 30, 2024. The Company operates its business through its VIEs and subsidiaries of the VIEs in the PRC as of September 30, 2024. The functional currency of the WFOE and the Company’s VIEs and subsidiaries of the VIEs is the Chinese Yuan (“RMB”). The Company’s unaudited condensed consolidated financial statements have been translated into US$. Assets and liabilities accounts are translated using the exchange rate at each reporting period end date. Equity accounts are translated at historical rates. Income and expense accounts are translated at the average rate of exchange during the reporting period. The resulting translation adjustments are reported under other comprehensive income. Gains and losses resulting from the translations of foreign currency transactions and balances are reflected in the results of operations.
The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.
The following table outlines the currency exchange rates that were used in creating the unaudited condensed consolidated financial statements in this report:
| | | | | |
|---|---|---|---|---|
| | **** | September 30, 2024 | March 31, 2024 | September 30, 2023 |
| Year-end spot rate | US1= RMB 7.0176 | US1=RMB 7.2212 | US$1= RMB 7.3010 | |
| | ||||
| Average rate | US1= RMB 7.2026 | US1=RMB 7.1533 | US$1= RMB 7.1291 |
All values are in US Dollars.
Revenue recognition
In accordance with ASC 606, to determine revenue recognition for contracts with customers, the Company performs the following five steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance obligation.
The Company currently generates its revenue from the following main sources:
Revenue from auto insurance aftermarket value-added services
The Company obtains service contracts from various insurance companies and brokerages when they successfully secured the insurance policy or contracts with their customers (the “Insurance Policy Holders). Pursuant to the service contracts with insurance companies and brokerages (the “Customers”), the Company is to provide the following auto insurance value-added services to the auto insurance policy holders on behalf of these insurance companies and brokerages: (i) vehicle safety inspection and check services (such as gearbox inspection, transmission inspection, steering system inspection, multi-point inspection, vehicle electronic system inspection, and brake F-13
Table of Contents system inspection, etc.); (ii) vehicle driving risk screening services; (iii) designated driver and rescuing services (such as arranging designated drivers to drive alcohol drinkers home safely and car jump-start and towing services); and (iv) vehicle maintenance and other value-added services (such as car wash, windshield and windscreen wiper maintenance, four wheel positioning, tire repair and rotation, vehicle body paint, air conditioning system maintenance, engine inspection and maintenance, oil change, car waxing, and battery services, etc.). The Company’s performance obligations are to utilize its intermediary platform to identify and find appropriate external service providers to render above mentioned value-added services to insurance policy holders, coordinating and monitoring third-party vendors for related service rendering and reporting the results to the Customers. The Company’s agreements with the Customers for providing auto insurance aftermarket value-added services are fixed-price contracts. For each of the auto insurance aftermarket value-added services including vehicle safety inspection and check, vehicle driving risk screening, designated driver and rescuing and vehicle maintenance, there is a corresponding service rate as agreed upon between the Company and the Customers, as well as agreed between the Company and each of the individual external vendor who perform these services. The Company is required to concurrently monitor and manage these value-added services to be entitled to receive the fixed service fee. There is no separate service return, discount, or service volume incentive involved. As a result, there is no variable consideration in the contract. Once a specific auto insurance aftermarket value-added service is rendered on time, the Company’s service obligation related to such service is satisfied. The Company recognizes revenue at point when the designated services are rendered and completed.
Upon assessing of ASC 606-10-55-37A when an external party is involved in providing goods or services to a customer, the Company believes that it serves as a principal in this type of transaction, because the Company is primarily responsible for fulfilling the promises to the customers. The Company selects qualified external vendors, coordinates, monitors and inspects the services rendered by the external vendors, resolves disputes and complaints claimed by the insurance policy holders who use the auto insurance aftermarket value-added services, and reports the service rendering results to the customers on time. The Company has the right and ability to direct the external vendors to provide the services and is responsible for ensuring that the services performed are acceptable to the insurance companies and brokerages. Further, the Company has the latitude in establishing service prices with the external vendors and taking credit risk in terms of service fee collection and payments, and is primarily responsible for taking the risk for service arrangement with external parties to render the designated services to the insurance policy holders.
Contract fulfillment costs associated with auto insurance aftermarket value-added services primarily consist of employee salary, bonus and business travel costs incurred by the Company to fulfill its performance obligations. Contract fulfillment costs are only capitalized when the costs generate or enhance resources that will be used in satisfying future performance obligations of the contract and the costs are expected to be recovered. For the six months ended September 30, 2024 and 2023, the Company did not capitalize contract fulfillment costs, but expensed as incurred, due to immateriality of such costs.
Revenue from other scenario-based customized services
For other scenario-based customized services, the Company utilizes its sales and marketing team to provide services for insurance companies or brokerages and other enterprise customers, such as customer development, product or services introduction, sales strategy and skills education, and to help customers to post their advertisements on social media platforms, plan and organize seasonal on-the-ground sales and promotional campaigns at the 4S stores (automobile dealership stores who are authorized by automobile manufacturers to engage in the businesses relating to sales, spare parts, service and survey) where insurance products and services are sold to targeted consumers or customer designated locations. The Company’s contracts with customers for scenario-based customized services are fixed-price contracts. The Company also believes that it serves as a principal in this type of transaction because it has the latitude in establishing prices with customers, and is responsible for bearing the related costs to complete the designated services. From signing the contract, to the preparation of the scenario-based customized service plan to event execution, it typically takes a few days up to a month. The Company recognizes revenue at the point when the designated services are rendered, completed and accepted by the customers.
Revenue from software development and information technology services
For software development and information technology services, the Company’s performance obligations are to provide customized IT solutions to help customers optimize their IT software and application (such as data storage, mobile search application, etc.). Such IT consulting services are fixed-price contracts, and it normally takes up to several months for the Company to provide the proposals, solutions and completed designated services. The Company believes that it serves as a principal in this type of transaction because it has the latitude in establishing prices, and is responsible rendering the designated services. Related service fees are recognized as revenue at point when designated IT solution, design and management services are rendered, completed and accepted by customers. F-14
Table of Contents Contract Assets and Liabilities
The Company did not have contract assets as of September 30, 2024 and March 31, 2024.
Contract liabilities are recognized for contracts where payment has been received in advance of delivery. The Company’s contract liabilities, which are reflected in its unaudited condensed consolidated balance sheets as deferred revenue of $8,010 and $14,099 from customers as of September 30, 2024 and March 31, 2024, respectively, consist primarily of fees received from customers in advance of services performed. These amounts represented the Company’s unsatisfied performance obligations as of the balance sheet dates. The amounts of revenue recognized in the six months ended September 30, 2024 and 2023 that were included in the opening deferred revenue were $14,099 and $93,986, respectively.
Disaggregation of revenue
The Company disaggregates its revenue from contracts by service types, as the Company believes it best depicts how the nature, amount, timing and uncertainty of the revenue and cash flows are affected by economic factors. The Company’s disaggregation of revenues for the six months ended September 30, 2024 and 2023 are as follows:
Revenue by service types
The Company’s revenue derived from different service types are set forth below:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | For the six months ended | ||||
| | | September 30, | ||||
| | | 2024 | | 2023 | ||
| | | (Unaudited) | | (Unaudited) | ||
| Revenue from auto insurance aftermarket value-added services | $ | 28,210,396 | $ | 21,410,507 | ||
| Revenue from other scenario-based customized services | | 5,579,468 | | 4,253,639 | ||
| Revenue from software development and information technology services | | 304,504 | | 833,675 | ||
| Total revenue | | $ | 34,094,368 | | $ | 26,497,821 |
Revenue by customer types
The Company’s revenue by customer types is set forth below:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | For the six months ended | ||||
| | | September 30, | ||||
| | **** | 2024 | **** | 2023 | ||
| | | (Unaudited) | | (Unaudited) | ||
| Revenue from third-party customers | | $ | 24,747,746 | | $ | 22,199,058 |
| Revenue from related party customers | | 9,346,622 | | 4,298,763 | ||
| Total revenues | | $ | 34,094,368 | | $ | 26,497,821 |
Income taxes
The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
An uncertain tax position is recognized only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. No significant penalties or interest relating to income taxes have been incurred during the six months ended September 30, 2024 and 2023. The Company does not believe that there was any F-15
Table of Contents uncertain tax provision on September 30, 2024 and March 31, 2024. The Company’s subsidiary and VIEs in China are subject to the income tax laws of the PRC. No significant income was generated outside the PRC for the six months ended September 30, 2024 and 2023. As of September 30, 2024 and March 31, 2024, all of the tax returns of the Company’s PRC subsidiary, VIEs and subsidiaries of the VIEs remain available for statutory examination by PRC tax authorities.
Value added tax (“VAT”)
The Company is a general taxpayer and is subject to applicable VAT tax rate of 6%. VAT is reported as a deduction to revenue when incurred. Entities that are VAT general taxpayers are allowed to offset qualified input VAT tax paid to suppliers against their output VAT liabilities.
Earnings per Share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. During the six months ended September 30, 2024 and 2023, there were no dilutive shares.
Comprehensive income
Comprehensive income consists of two components, net income and other comprehensive income (loss). The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to US$ is reported in other comprehensive income in the unaudited condensed consolidated statements of comprehensive income.
Research and development expenses
The Company conducts research and development activities in order to provide software development and information technology services to help insurance companies and brokerages to optimize their IT software and applications. Research and development costs are expensed as incurred unless such costs qualify for capitalization as software development costs. In order to qualify for capitalization, (i) the preliminary project should be completed, (ii) management has committed to funding the project and it is probable that the project will be completed and the software will be used to perform the function intended, and (iii) it will result in significant additional functionality in the Company’s intermediary platform. There was no capitalized research and development costs for the six months ended September 30, 2024 and 2023. The Company expenses all internal research and development costs, in connection to intermediary platform and other projects as incurred, which primarily comprise employee costs, internal and external costs related to execution of studies, including facility costs of the research center, and amortization and depreciation to property and equipment used in the research and development activities. For the six month ended September 30, 2024 and 2023, total research and development expenses were approximately $113,652 and $102,331, respectively.
Employee benefit expenses
The Company’s subsidiary, VIE and VIEs’ subsidiaries in the PRC participate in a government-mandated employer social insurance plan pursuant to which certain social security benefits, work-related injury benefits, maternity leave insurance, medical insurance, unemployment benefit and housing fund are provided to eligible full-time employees. The relevant labor regulations require the Company’s subsidiaries in the PRC to pay the local labor and social welfare authorities monthly contributions based on the applicable benchmarks and rates stipulated by the local government. The contributions to the plan are expensed as incurred. Employee social security and welfare benefits included as expenses in the accompanying unaudited condensed consolidated statements of income and comprehensive income amounted to $69,312 and $37,090 for the six months ended September 30, 2024 and 2023, respectively. F-16
Table of Contents Statement of Cash Flows
In accordance with ASC 230, “Statement of Cash Flows”, cash flows from the Company’s operations are formulated based upon the local currencies using the average exchange rate in the period. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheets.
Segment Reporting
In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the CODM or decision-making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s CODM for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the CODM, reviews operating results by the revenue of different services. Based on management’s assessment, the Company has determined that it has three operating segments as defined by ASC 280 (see Note 12).
Related parties and transactions
The Company identifies related parties, and accounts for, discloses related party transactions in accordance with ASC 850, “Related Party Disclosures” and other relevant ASC standards.
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Transactions between related parties commonly occurring in the normal course of business are considered to be related party transactions. Transactions between related parties are also considered to be related party transactions even though they may not be given accounting recognition. While ASC does not provide accounting or measurement guidance for such transactions, it nonetheless requires their disclosure.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU clarifies that an acquirer of a business should recognize and measure contract assets and contract liabilities in a business combination in accordance with ASC Topic 606, “Revenue from Contracts with Customers”. This ASU is expected to improve comparability for both the recognition and measurement of acquired revenue contracts with customers at the date of and after a business combination. The new guidance is effective for public companies for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all other entities, it is effective for fiscal years beginning after December 31, 2023, including interim periods within those fiscal years. The Company does not believe the adoption of this new guidance will have material impact on its consolidated financial statements.
On November 27, 2023, FASB issued Accounting Standards Update No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the chief operating decision maker. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments in ASU 2023-07 are required to be adopted for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is in the process of evaluation the impact of adopting this new guidance on its consolidated financial statements. F-17
Table of Contents On December 14, 2023, the FASB issued Accounting Standards Update No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 requires that entities disclose specific categories in their rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The new standard is effective for the Company beginning December 15, 2024, with early adoption permitted effective for fiscal years beginning January 1, 2024. The Company is in the process of evaluation the impact of adopting this new guidance on its consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (Subtopic 220-40). The ASU requires disclosure of specified information about certain costs and expenses. This includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization. In January 2025, the FASB issued ASU 2025-01, which revises the effective date of ASU 2024-03, “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU. This ASU will likely result in the required additional disclosures being included in our consolidated financial statements once adopted.
Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on, or are unrelated to, its consolidated financial condition, results of operations, cash flows or disclosures.
NOTE 3 — ACCOUNTS RECEIVABLE, NET
Accounts receivable from third-party customers, net, consist of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| | **** | September 30, | **** | March 31, | ||
| | | 2024 | | 2024 | ||
| | | (Unaudited) | | | ||
| Accounts receivable, third-party customers | $ | 10,515,108 | $ | 9,546,483 | ||
| Less: allowance for doubtful account | | | (657,014) | | | (382,731) |
| Accounts receivable from third-party customers, net | $ | 9,858,094 | $ | 9,163,752 |
Approximately 97.9% of the March 31, 2024 gross accounts receivable balance has been collected. Approximately $6.6 million or 63.2% of the September 30, 2024 gross accounts receivable balance has been subsequently collected and the remaining balance is expected to be collected by March 2025.
The following table summarizes the Company’s outstanding gross accounts receivable and subsequent collection by aging bucket:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Balance as of | | Subsequent | | % of subsequent | **** | ||
| Accounts receivable by aging bucket | **** | September 30, 2024 | **** | collection | **** | collection | **** | ||
| Less than 6 months | | $ | 9,753,637 | | $ | 6,490,856 | 66.5 | % | |
| From 7 to 9 months | | 116,735 | | 116,735 | 100.0 | % | |||
| From 10 to 12 months | | 66,048 | | 33,675 | 51.0 | % | |||
| Over 1 year | | 578,688 | | 0.0 | % | ||||
| Total gross accounts receivable | | $ | 10,515,108 | | $ | 6,641,266 | 63.2 | % |
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Balance as of | | Subsequent | | % of subsequent | | ||
| Accounts receivable by aging bucket | **** | March 31, 2024 | **** | collection | **** | collection | **** | ||
| Less than 6 months | | $ | 8,834,530 | | $ | 8,834,530 | 100.0 | % | |
| From 7 to 9 months | | 212,590 | | 212,590 | 100.0 | % | |||
| From 10 to 12 months | | 298,518 | | 298,518 | 100.0 | % | |||
| Over 1 year | | 200,845 | | — | 0.0 | % | |||
| Total gross accounts receivable | | $ | 9,546,483 | | $ | 9,345,638 | 97.9 | % |
F-18
Table of Contents Allowance for doubtful accounts movement is as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | September 30, | | March 31, | ||
| | **** | 2024 | **** | 2024 | ||
| | (Unaudited) | | | | ||
| Beginning balance | | $ | 382,731 | | $ | 529,003 |
| Additions | | 286,081 | | — | ||
| Bad debt recovery | | — | | (137,831) | ||
| Foreign currency translation adjustments | | (11,798) | | (8,441) | ||
| Ending balance | | $ | 657,014 | | $ | 382,731 |
NOTE 4 —ADVANCES TO VENDORS
Advances to vendors, net, consist of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | September 30, | | March 31, | ||
| | **** | 2024 | **** | 2024 | ||
| | (Unaudited) | | | | ||
| Advances to vendors for outsourcing the value-added services | | $ | 10,690,258 | | $ | 8,123,120 |
| Less: allowance for doubtful accounts | | — | | — | ||
| Advances to vendors, net | | $ | 10,690,258 | | $ | 8,123,120 |
Advances to vendors represents balance paid to various vendors for performing the auto insurance aftermarket value-added services (such as car wash, car towing and car inspection, etc.) that the Company outsources to them, and such services have not been completed as of the balance sheet dates. Advances to vendors also include prepayment to external media channel operators in order to help customers to post their ads. These advances are interest free, unsecured and short-term in nature and are reviewed periodically to determine whether their carrying value has become impaired. As of September 30, 2024 and March 31, 2024, there was no allowance recorded as the Company considers all of the advance to vendors balance fully realizable.
The March 31, 2024 advance to supplier balance has been fully realized when the vendors have rendered the value-added services for the Company. For the balance as of September 30, 2024, approximately $10.7 million or 99.9% of advances to vendors balance has been realized subsequently when the vendors have rendered the value-added services for the Company.
NOTE 5 —LEASES
Effective on April 1, 2021, the Company adopted Topic 842. At the inception of a contract, the Company determines if the arrangement is, or contains, a lease. ROU assets represent the Company’s right to use an underlying asset over the lease term and lease liabilities represent the Company’s obligation to make lease payments derived from the lease.
Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease terms. Rent expense is recognized on a straight-line basis over the lease terms.
Balance sheet information related to operating leases ROU assets and lease liabilities is as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | As of | ||||
| | | September 30, | | March 31, | ||
| | **** | 2024 | **** | 2024 | ||
| | (Unaudited) | | | | ||
| Operating lease right-of-use assets | | $ | 406,810 | | $ | 463,253 |
| Operating lease right-of-use assets- accumulated amortization | | (216,570) | | (238,418) | ||
| Operating lease right-of-use assets, net | | 190,240 | | 224,835 | ||
| | | | | | | |
| Operating lease liabilities, current | | 91,387 | | 83,477 | ||
| Operating lease liabilities, non-current | | 118,076 | | 160,706 | ||
| Total operating lease liabilities | | $ | 209,463 | | $ | 244,183 |
F-19
Table of Contents The weighted average remaining lease terms and discount rates for the operating lease as of September 30, 2024 and March 31, 2024 are as follows:
| | | | | | |
|---|---|---|---|---|---|
| | | September 30, | | March 31, | |
| | **** | 2024 | **** | 2024 | **** |
| Remaining lease term and discount rate: | | ||||
| Weighted average remaining lease term (years) | 2.18 | 2.58 | | ||
| Weighted average discount rate | 4.42 | % | 4.72 | % |
For the six months ended September 30, 2024 and 2023, the Company reported total operating lease expenses of $44,983 and $46,154, respectively.
The following table summarizes the maturity of operating lease liabilities and future minimum payments of operating leases as of September 30, 2024:
| | | | |
|---|---|---|---|
| | **** | Amounts | |
| Twelve months ending September 30, | | ||
| 2025 | | $ | 99,576 |
| 2026 | | 84,582 | |
| 2027 | | 13,901 | |
| 2028 | | 9,674 | |
| 2029 | | 9,674 | |
| Thereafter | | 6,449 | |
| Total lease payments | | 223,856 | |
| Less: imputed interest | | (14,393) | |
| Total operating lease liabilities | | $ | 209,463 |
NOTE 6— DEBT
The Company borrowed from PRC banks, other financial institutions and related parties as working capital funds. As of March 31, 2024 and 2023, the Company’s debt consisted of the following:
(a) Short-term loans:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | **** | September 30, | | | March 31, | |||
| | | | | 2024 | | | 2024 | |
| | | (Unaudited) | | | ||||
| China Construction Bank (“CCB”) | (1) | | $ | 1,635,887 | | $ | 1,451,282 | |
| Xin Wang Bank (“XW”) | (2) | | — | | 112,170 | |||
| Total short-term loans | | $ | 1,635,887 | | $ | 1,563,452 |
(1)On May 15, 2023, Xinjiang YSX entered into a loan agreement with CCB to borrow the RMB 2 million (approximately $276,962) loan as working capital for one year, with a loan maturity date on May 15, 2024, and an effective interest rate of 3.95% per annum. On May 7, 2024, Xinjiang YSX repaid RMB 2 million loan to CCB immediate before the loan maturity date and entered new loan agreement with CCB to borrow the RMB 2 million (approximately $284,988) loan as working capital for an additional year, with a loan maturity date on May 7, 2025 and an effective interest rate of 3.95% per annum.
On June 8, 2023, Xinjiang YSX entered into another short-term loan agreement with CCB to borrow an aggregate of RMB 2 million (approximately $276,962) as working capital for one year, with original loan maturity date on June 8, 2024 and effective interest rate of 3.86% per annum. There was no collateral and other loan covenant requirement on these loans. Upon maturity of the loan, on June 7, 2024, Xinjiang YSX renewed this loan with CCB to extend the loan maturity date to June 7, 2025, with effective interest rate of 3.86% per annum. The loan was fully repaid.
On June 14, 2024, Xinjiang YSX entered into a new agreement with CCB to borrow RMB 2 million (approximately $284,988) as working capital for one year, with the loan maturity date to June 14, 2025 and effective interest rate of 3.96% per annum. F-20
Table of Contents In addition, on August 24, 2023, Xihang, entered into a revolving line of credit agreement with CCB to borrow a maximum of RMB 8 million (approximately $1,107,849) loan as working capital. The loan can be borrowed anytime during the period from August 24, 2023 to August 24, 2026. Xihang has the right to repay the loan and borrow again anytime within the loan period. The loan bears variable interest rates based on the prevailing interest rates set by the People’s Bank of China at the time of borrowing, plus 40 basis points, at an effective interest rate of 3.95% per annum. As of September 30, 2024 and March 31, 2024, the outstanding loan balance that Xihang borrowed from CCB amounted to RMB 7.48 million (approxiametly $1,065,891) and RMB 6.48 million (approximately $897,358), respectively..
As of September 30, 2024 and March 31, 2024, the loans payable to CCB amounted to $1,635,887 and $1,451,282, respectively.
(2)From June 29, 2023 to December 18, 2023, Xinjiang YSX, entered into multiple revolving loan agreements with Sichuan XW Bank to borrow an aggregate of loans of RMB 10.97 million (approximately $1,519,138) as working capital for four months, with loan maturity date ranging between October 21, 2023 to April 21, 2024. The loans bear variable interest rates based on the prevailing interest rates set by the People’s Bank of China at the time of borrowing, plus 395 basis points, at an effective interest rate of 7.50% per annum. A third party, Guangdong Youshanghui Fiancing Guarantee Co., Ltd., provided guarantee to a maximum loan of RMB 10 million (approximately $1.4 million) that Xinjiang YSX may borrow from Sichuan WX Bank within one year. As of March 31, 2024, the outstanding loan payable to Sichuan XW Bank amounted to RMB 0.81 million (approximately $112,170), which was fully repaid on April 9, 2024.
(b) Long-term loans:
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | **** | September 30, | **** | March 31, | ||||
| | | | | 2024 | | 2024 | ||
| | | (Unaudited) | | | ||||
| Bank of China (“BOC”) | (3) | | $ | 569,996 | | $ | 623,165 | |
| Less: current portion of long-term loans | | (142,499) | | (138,481) | ||||
| Total long-term loans, non-current | | $ | 427,497 | | $ | 484,684 |
(4)On September 13, 2023, Xihang, entered into a loan agreement with BOC to borrow RMB 3.4 million (approximately $470,836) as working capital for two years, with loan maturity date on September 12, 2025 and multiple loan repayment with first loan repayment of RMB 340,000 starting January 2, 2024 and additional RMB 340,000 repayment on a semi-annual basis thereon. In addition, on September 15, 2023, Xihang entered into another loan agreement with BOC to borrow additional RMB 1.6 million (approximately $221,570) as working capital for two years, with loan maturity date on September 14, 2025 and multiple loan repayment with first loan repayment of RMB 160,000 starting January 2, 2024 and additional RMB 160,000 repayment on a semi-annual basis thereon. The loans variable interest rates are based on the prevailing interest rates set by the People’s Bank of China at the time of borrowing, plus 25 basis points, and the effective interest rate is 3.70% per annum. Pursuant to loan agreements, Xihang is (i) required to maintain the asset-liability ratio less than 70%; (ii) must obtain a written consent from the bank if the borrower conducts any activities associated with business merger, acquisition, spinoff, reduction of the registered capital, share transfer, investment to external parties, significant transfer of assets and liabilities, etc.; (iii) subject to the inspection and monitoring by BOC bank and must provide a fund usage report to BOC on a monthly basis; (iv) must prioritize repayment of bank borrowing in the event of any other liquidation transaction; (v) not allowed to declare shareholder dividends until repayment of the loan; and (vi) not allowed to dispose of its assets through lowering down its debt payment ability and promise to maintain the maximum external guarantee amount below the limit as set forth in the borrower’s articles of incorporation. If there is any violation of any of these loan covenant requirements, BOC has the right to terminate the loan agreements and request Xihang to repay the loans in advance before the maturity dates. There is no other guarantee or collateral requirements on these loans. Based on the loan repayment schedule, the current portion of long-term loan borrowed from BOC amounted to $142,499 and $138,481, and non-current portion of long-term loans amounted to $427,497 and $484,684 as of September 30, 2024 and March 31, 2024, respectively.
(c) Long-term loan, related party:
F-21
Table of Contents
| | | | | | | | | |
|---|---|---|---|---|---|---|---|---|
| | **** | | **** | September 30, | March 31, | |||
| | | | | 2024 | | 2024 | ||
| | | (Unaudited) | | | ||||
| Loan borrowed from Mr. Jie Xiao, CEO, Chairman of the Board and controlling shareholder of the Company | (4) | | $ | 1,353,739 | | $ | 1,384,811 | |
| Less: current portion of long-term loan, a related party | | | | — | | — | ||
| Total long-term loan, a related party, non-current | | | | $ | 1,353,739 | | $ | 1,384,811 |
(5)Because of certain restrictions from the PRC financial institutions, on June 2, 2023, Mr. Jie Xiao, entered into a loan agreement with Guangzhou Rural Commercial Bank Co. Ltd. (“GZ Rural Bank”) to borrow RMB 10 million (approximately $1,424,989) for three years, with loan maturity date on June 2, 2026. The loan bears interest at a variable rate calculated based on the prevailing interest rates set by the People’s Bank of China at the time of borrowing, plus 55 basis points, and the effective interest rate is 4.10% per annum. Xinjiang YSX and its branch company Guangzhou YSX provided guarantee to this loan. The Company’s shareholder Mr. Weiqiang Zhen pledged his personal assets as collateral with GZ Rural Bank to further secure this loan. At the same time, the Company signed a loan agreement with Mr. Jie Xiao to borrow the RMB 10 million (approximately $1,424,989) with the same borrowing terms and interest rate. The purpose of this borrowing is to obtain funds to support the Company’s working capital needs, especially for making payments to external vendors to perform the outsourced value-added services. Based on the loan repayment schedule, Mr. Jie Xiao is required to make a repayment of RMB 10 million (approximately $1,424,989) to GZ Rural Bank upon maturity. Therefore, the Company is also required to make the same amount of repayment to Mr. Jie Xiao. There was no other loan collateral or covenant requirement on this loan. During the six months ended September 30, 2024, the Company repaid RMB 500,000 (approximately $71,250) to Mr. Jie Xiao and Mr. Jie Xiao repaid the same amount to GZ Rural Bank. As of September 30, 2024, the outstanding balance of long-term loan payable to a related party amounted to $1,353,739.
For the above-mentioned short-term and long-term loans from PRC banks, financial institutions and related party, interest expense amounted to $62,438 and $50,324 for the six months ended September 30, 2024 and 2023, respectively.
NOTE 7 — TAXES
**(a)**Corporate Income Taxes (“CIT”)
Cayman Islands
Under the current tax laws of the Cayman Islands, the Company is not subject to tax on its income or capital gains. In addition, no Cayman Islands withholding tax will be imposed upon the payment of dividends by the Company to its shareholders.
Hong Kong
YSX HK was incorporated in Hong Kong and is subject to profit taxes in Hong Kong at a rate of 16.5%. However, YSX HK did not generate any assessable profits arising in or derived from Hong Kong for the six months ended September 30, 2024 and 2023, and accordingly no provision for Hong Kong profits tax has been made in these periods.
PRC
Under the Enterprise Income Tax (“EIT”) Law of the PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are normally subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays, or exemptions may be granted on a case-by-case basis. The Company’s VIE entity Xinjiang YSX and its subsidiaries Anjielun and Chuangzhan are all incorporated in Kashi city of Xinjiang Uygur Autonomous Region, where tax reduction and exemption policies were adopted and promulgated by local government to grant qualified enterprises enterprise income tax exemption for the first five years and a reduced corporate income tax of 10% to 15% thereafter, as an incentive to attract enterprises to establish their business operations in such region and to stimulate local economic development. As a result, Xinjiang YSX is entitled to income tax exemption from 2015 to 2020 and then subject to 15% income tax rate starting from January 2021. Anjielun is entitled to income tax exemption from 2018 to 2022 and then subject to 10% income tax rate since January 2023, and Chuangzhan is entitled to income tax exemption from 2021 to 2025 and will be subject to 15% income tax rate starting from January 2026. Xinjiang YSX’s subsidiary, YSX Network, is located in Guangzhou city of Guangdong province as general taxpayer and is subject to 25% income tax rate. In addition, EIT grants preferential tax treatment to High and New Technology Enterprises (“HNTEs”). Under this preferential tax treatment, HNTEs are entitled to an income tax rate of 15%, subject to F-22
Table of Contents a requirement that they re-apply for their HNTE status every three years. EIT is typically governed by the local tax authority in PRC. Each local tax authority at times may grant tax holidays to local enterprises as a way to encourage entrepreneurship and stimulate local economy. The Company’s another VIE, Xihang, was approved as a HNTE on December 20, 2021 and is now entitled to a reduced income tax rate of 15% with a term of three years.
As a result of the above, the Company’s corporate income taxes for the six months ended September 30, 2024 and 2023 were reported at a blended reduced rate. The impact of the tax holidays and exemptions noted above decreased PRC corporate income taxes by $155,773 and $253,599 for the six months ended September 30, 2024 and 2023, respectively. The benefit of the tax holidays on net income per share (basic and diluted) of $0.01 and $0.01 for the six months ended September 30, 2024 and 2023, respectively.
*(i)*The components of the income tax provision from Cayman Islands, Hong Kong, and China are as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | For the Six Months Ended | ||||
| | | September 30, | ||||
| | 2024 | 2023 | ||||
| | | (Unaudited) | | (Unaudited) | ||
| Current tax provision | | | ||||
| Cayman Islands | | $ | — | | $ | — |
| Hong Kong | | — | | — | ||
| China | | 471,296 | | 452,076 | ||
| | | 471,296 | | 452,076 | ||
| Deferred tax provision | | | ||||
| Cayman Islands | | — | | — | ||
| Hong Kong | | — | | — | ||
| China | | (36,595) | | 33,711 | ||
| | | (36,595) | | 33,711 | ||
| Income tax provision | | $ | 434,701 | | $ | 485,787 |
The following table reconciles the Company’s effective income tax rate for the years ended March 31, 2024 and 2023:
| | | | | | |
|---|---|---|---|---|---|
| | **** | For the six months ended | |||
| | | September 30, | | ||
| | **** | 2024 | **** | 2023 | **** |
| | (Unaudited) | (Unaudited) | | ||
| China statutory income tax rate | 25.0 | % | 25.0 | % | |
| Effect of tax holiday and preferential tax rate | (7.9) | % | (7.9) | % | |
| Effect of tax rates in foreign jurisditions | 1.8 | % | 0.0 | % | |
| Effect of credit loss | 1.6 | % | 0.0 | % | |
| Effect of non-deductible expense | 0.2 | % | 0.0 | % | |
| Research and development tax credit | (1.0) | % | (0.6) | % | |
| Change in valuation allowance | (1.2) | % | (0.1) | % | |
| Effective income tax rate | 18.4 | % | 16.4 | % |
F-23
Table of Contents Deferred tax assets
The Company’s deferred tax assets are comprised of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| | **** | September 30, | **** | | March 31, | |
| | | 2024 | | | 2024 | |
| | (Unaudited) | | | | ||
| Deferred tax assets: | | | ||||
| Net operating loss carry-forwards | | $ | — | $ | — | |
| Allowance for doubtful accounts | | 116,609 | 76,821 | |||
| Total | | 116,609 | 76,821 | |||
| Valuation allowance | | — | — | |||
| Total deferred tax assets | | $ | 116,609 | $ | 76,821 |
The Company periodically evaluates the likelihood of the realization of deferred tax assets, and reduces the carrying amount of the deferred tax assets by a valuation allowance to the extent it believes a portion will not be realized. Management considers new evidence, both positive and negative, that could affect the Company’s future realization of deferred tax assets including its recent cumulative earnings experience, expectation of future income, the carry forward periods available for tax reporting purposes and other relevant factors. Based on the Company’s current profitability, management believes that the Company will continue to generate sufficient taxable income in the future and therefore the Company can utilize its remaining deferred tax assets to offset future taxable income. No valuation allowance was reserved for the six months ended September 30, 2024 and for the year ended March 31, 2024.
**(b)**Taxes payable
Taxes payable consist of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| | **** | September 30, 2024 | **** | March 31, 2024 | ||
| | | (Unaudited) | | | ||
| Income tax payable | | $ | 3,099,253 | | $ | 2,565,551 |
| Value added tax payable | | 5,009 | | 8,956 | ||
| Other taxes payable | | 5,752 | | 5,469 | ||
| Total taxes payable | | $ | 3,110,014 | | $ | 2,579,976 |
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of September 30, 2024 and March 31, 2024, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest or penalties tax for the six months ended September 30, 2024 and 2023. The Company does not anticipate any significant increases or decreases in unrecognized tax benefits in the next twelve months from September 30, 2024. The Company continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. As of September 30, 2024 and March 31, 2024, all of the tax returns of the Company’s PRC subsidiaries, VIEs and subsidiaries of the VIEs remain available for statutory examination by PRC tax authorities.
F-24
Table of Contents NOTE 8 — RELATED PARTY TRANSACTIONS
a. Nature of relationships with related parties
| Name | Relationship with the Company |
|---|---|
| Mr. Jie Xiao | Chairman of the Board, Chief Executive Officer (“CEO”) of the Company |
| Ms. Meiqi Chen | One of the shareholders of Xinjiang YSX |
| Mr. Bin Wang | Supervisor of Anjielun, Xinjiang YSX and Guangdong Hengding Technology Co., Ltd. (“Hengding”) |
| Ms. Ruomei Wu | Largest shareholder of Xihang |
| Mr. Yizhuo Tan | Director of Xinjiang YSX and also one of the shareholders of Xinjiang YSX |
| Guangzhou Yinqi Refrigeration Decoration Engineering Co., Ltd. (“Guangzhou Yinqi”) | Mr. Yizhuo Tan holds 40% ownership interest in this entity and also is the general manager, executive director and legal representative of this entity |
| Chongqing Yinzhi Business Service Co. Ltd. (“ Chongqing Yinzhi”) | Mr. Yizhuo Tan is the legal representative, executive director and general manager of this entity |
| Guangzhou Dayong Insurance Agency Co. Ltd. (“Dayong”) | An entity affiliated with one of the shareholders of Xinjiang YSX, Ms. Qian Zeng |
| Mr. Geran Xiao | Chief Financial Officer (“CFO) of the Company and one of the shareholders of Xinjiang YSX |
| Guangzhou Tea Source Technology Co. Ltd. (“Tea Source”) | An entity controlled by Mr. Geran Xiao |
| Guangzhou Auto Service Technology Co., Ltd. (“GZ Auto Service”) | Ms. Meiqi Chen holds 40% ownership interest in this entity and also is the supervisor of this entity |
b. Revenue and accounts receivable by related parties
Revenue and accounts receivable from related parties consists of the following:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Revenue | | Accounts receivable | ||||||||||
| | | | | For the six months ended | | | ||||||||
| | | | | September 30, | | As of | ||||||||
| | | | **** | | **** | | **** | ‘September 30, | **** | ‘March 31, | ||||
| | | | | 2024 | | 2023 | | 2024 | | 2024 | ||||
| Name | Nature of service contract | (Unaudited) | (Unaudited) | (Unaudited) | | | ||||||||
| Guangzhou Dayong Insurance Agency Co. Ltd. (“Dayong”) | Auto insurance aftermarket value-added services | | $ | 9,346,622 | | $ | 4,298,763 | | $ | 4,024,951 | | $ | 2,871,872 | |
| Total | | $ | 9,346,622 | | $ | 4,298,763 | | $ | 4,024,951 | | $ | 2,871,872 |
During the six months ended September 30, 2024 and 2023, the Company provided auto insurance aftermarket value-added services and software development and information technology services to certain related parties and generated related service revenue. As of September 30, 2024 and March 31, 2024, the outstanding accounts receivable from related parties amounted to $4,024,951 and $2,871,872, respectively. The March 31, 2024 accounts receivable from related parties have been fully collected. Approximately 99.5% of the September 30, 2024 accounts receivable from related parties have been collected by December 31, 2024.
For the six months ended September 30, 2024, cost of revenue associated with revenue from a related party, Dayong, amounted to $8,353,493. F-25
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c. Due from related parties
Due from related parties consists of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| | **** | September 30, | **** | March 31, | ||
| Name | | 2024 | | 2024 | ||
| Ms. Ruomei Wu | | — | | 2,197 | ||
| Total due from related parties | | $ | — | | $ | 2,197 |
The Company has, in the past, advanced cash to related parties for business purpose and recorded advances as due from related parties in the consolidated financial statements. Such advances were non-interest bearing and due upon demand. For amounts due from related parties, 100% of the March 31, 2024 balances have been subsequently collected. There was no such balance as of September 30, 2024. The Company does not have the intention to make cash advances to related parties in the future.
d. Due to related parties
Due to related parties consists of the following:
| | | | | | | |
|---|---|---|---|---|---|---|
| | **** | September 30, | **** | March 31, | ||
| Name | | 2024 | | 2024 | ||
| | (Unaudited) | | | |||
| Mr. Jie Xiao | | $ | 560,086 | | $ | 416,068 |
| Mr. Bin Wang | | 2,558 | | 1,489 | ||
| Total due to related parties | | $ | 562,644 | | $ | 417,557 |
As of September 30, 2024 and March 31, 2024, the balance of due to related parties was comprised of advance from the Company’s related parties and was used for working capital during the Company’s normal course of business. Such advance was non-interest bearing and due on demand.
e. Purchases and accounts payable, related party
The purchase by a certain related party during the six months ended September 30, 2024 and 2023, and the outstanding accounts payable to a certain related party as of September 30, 2024 and March 31, 2024 consisted of the following:
| | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | | | Purchases | | Accounts payable | ||||||||
| | | | | For the six months | | | | | | | ||||
| | | | | ended September 30, | | As of | ||||||||
| | | | | | | | | | | September 30, | | March 31, | ||
| | **** | | **** | 2024 | **** | 2023 | **** | 2024 | 2024 | |||||
| Name | Nature of contract | (Unaudited) | (Unaudited) | | (Unaudited) | | | | ||||||
| Chongqing Yinzhi Business Service Co. Ltd. (“ Chongqing Yinzhi”) | Costs associated with auto insurance aftermarket value-added services | | $ | — | | $ | 3,757,075 | | $ | — | | $ | — | |
| Total | | | | $ | — | | $ | 3,757,075 | | $ | — | | $ | — |
f. Loan borrowed from a related party
As disclosed in Note 6 above, in connection with the RMB 10 million (approximately $1,384,811) loan that Mr. Jie Xiao borrowed from GZ Rural Bank, the Company signed a loan agreement with Mr. Jie Xiao to borrow the same amount from him under the same borrowing terms and interest rate (see Note 6).
g. Loan guarantees provided by related parties
In connection with the RMB 10 million loan that Mr. Jie Xiao, borrowed from GZ Rural Bank, Xinjiang YSX and its branch company Guangzhou YSX provided guarantee to this loan. The Company’s shareholder, Mr. Weiqiang Zhen, pledged his personal assets as collateral with GZ Rural Bank to further secure this loan (see Note 6). F-26
Table of Contents NOTE 9— Risks and Concentration
a)Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s interest rate risk arises primarily from short-term and long-term borrowings. Borrowings issued at variable rates expose the Company to cash flow interest rate risk and fair value interest rate risk respectively.
b)Concentration of credit risk
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. As of September 30, 2024 and March 31, 2024, approximately $5.4 million and $4.3 million were deposited with financial institutions located in the PRC, respectively, among which, $4,857,299 and $3,787,797 are not covered by insurance, respectively. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.
The Company is also exposed to risk from its accounts receivable and advances to vendors. These assets are subjected to credit evaluations. An allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.
A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at the exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to process the remittance.
The Company’s functional currency is the RMB whose reporting currency is the U.S. dollars. The RMB depreciated by 4.4% from the year ended March 31, 2023 to the year ended March 31, 2024. RMB futther deprecaited by 0.7% from March 31, 2024 to September 30, 2024. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. The change in the value of the RMB relative to the U.S. dollar may affect its financial results reported in the U.S. dollar terms without giving effect to any underlying changes in its business or results of operations. Currently, the Company’s assets, liabilities, revenues and costs are denominated in RMB.
To the extent that the Company needs to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollar for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company.
c)Concentration of customers and vendors
Substantially all revenue was derived from customers located in China. For the six months ended September 30, 2024, three third-party customers accounted for 22.4%, 19.7% and 16.8% of the Company’s total revenues, and one related party customer accounted for 27.4% of the Company’s total revenue, respectively. For the six months ended September 30, 2023, three third-party customers accounted for 21.5%, 16.7% and 10.8% of the Company’s total revenues, and one related party customer accounted for 16.2% of the Company’s total revenue, respectively.
As of September 30, 2024, four customers accounted for 27.7%, 22.8%, 21.9%, and 17.4% of the total accounts receivable balance, respectively. As of March 31, 2024, four customers accounted for 23.1%, 16.7%, 16.5%, and 12.8% of the total accounts receivable balance, respectively.
For the six months ended September 30, 2024, four vendors accounted for 21.8%, 21.8%, 14.1% and 11.3% of the Company’s total purchases, respectively. For the six months ended September 30, 2023, three vendors accounted for 20.0%, 19.0% and 13.3% of the Company’s total purchases, respectively. F-27
Table of Contents As of September 30, 2024, four vendors accounted for 27.0%, 21.0%, 20.4% and 15.0% of the total advances to vendors’ balance, respectively. As of March 31, 2024, four vendors accounted for 31.8%, 17.5%, 16.3% and 15.6% of the total advances to vendors’ balance, respectively.
d)VIE risk
Under the Contractual Agreements with the consolidated VIEs, the Company has the power to direct activities of the consolidated VIEs and subsidiaries of the VIEs through the Company’s relevant PRC subsidiary, and can have assets transferred freely out of the consolidated VIEs and subsidiaries of the VIEs without restrictions. Therefore, the Company considers that there is no asset of the consolidated VIEs that can only be used to settle obligations of the respective consolidated VIEs, except for the registered capital of the consolidated VIEs amounting to approximately $5.4 million and $5.4 million as of September 30, 2024 and March 31, 2024, respectively. Since the consolidated VIEs and VIEs’ subsidiaries are incorporated as limited liability companies under the PRC Law, creditors of the consolidated VIEs and VIEs’ subsidiaries do not have recourse to the general credit of the Company.
The Company believes that the Company’s relevant PRC subsidiaries’ Contractual Arrangements with the consolidated VIEs are in compliance with PRC laws and regulations, as applicable, and are legally binding and enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce these Contractual Arrangements.
In addition, if the current structure or any of the Contractual Arrangements were found to be in violation of any existing or future PRC law, the Company may be subject to penalties, which may include, but not limited to, cancellation or revocation of the Company’s business and operating licenses and being required to restructure the Company’s operations or terminate the Company’s operating activities. The imposition of any of these or other penalties may result in a material and adverse effect on the Company’s ability to conduct its operations. In such case, the Company may not be able to operate or control the VIEs, which may result in deconsolidation of the VIEs.
NOTE 10 — SHAREHOLDERS’ EQUITY
Ordinary shares
YSX Cayman was incorporated as an exempted company with limited liability under the laws of the Cayman Islands on November 9, 2022. The share capital of YSX Cayman is $50,000 divided into (i) 470,000,000 Class A ordinary shares and (ii) 30,000,000 Class B ordinary shares, with par value of $0.0001 per share. The total number of shares of ordinary shares issued and outstanding is 22,000,000, which consists of 20,822,675 shares of Class A ordinary shares and 1,177,325 shares of Class B ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. In respect of matters requiring the votes of stockholders, each share of Class A ordinary shares is entitled to one vote, and each share of Class B ordinary shares is entitled to five votes. Class B ordinary share is convertible into Class A ordinary share at any time after issuance at the option of the holder on a one-to-one basis. The shares of Class A ordinary shares are not convertible into shares of any other class. The numbers of authorized and outstanding ordinary shares were retroactively applied as if the transaction occurred at the beginning of the period presented (see Note 1).
Capital contribution
During the years ended March 31, 2023, the shareholders of the Company’s VIE entity, Xinjiang YSX, contributed $828,056 (approximately RMB 5.9 million), to increase the paid in capital and additional paid-in capital of Xinjiang YSX, to support its business operations. There was no additional capital contribution from shareholders during fiscal year 2024 and during the six months ended September 30, 2024.
Statutory reserves
The Company’s PRC subsidiary and VIEs are required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. The statutory reserve as determined pursuant to PRC statutory laws totaled approximately $818,465 and $741,584 as of September 30, 2024 and March 31, 2024, respectively. F-28
Table of Contents Restricted assets
The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its PRC subsidiary and VIEs. Relevant PRC statutory laws and regulations permit payments of dividends by WFOE, the VIEs and subsidiaries of the VIEs (collectively, “YSX PRC entities”) only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the accompanying consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of YSX PRC entities.
The YSX PRC entities are required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, the YSX PRC entities may allocate a portion of their after-tax profits based on PRC accounting standards to enterprise expansion fund and staff bonus and welfare fund at their discretions. The YSX PRC entities may allocate a portion of their after-tax profits based on PRC accounting standards to a discretionary surplus fund at their discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by State Administration of Foreign Exchange.
As a result of the foregoing restrictions, the YSX PRC entities are restricted in their ability to transfer their assets to the Company. Foreign exchange and other regulation in the PRC may further restrict the YSX PRC entities from transferring funds to the Company in the form of dividends, loans and advances. As of September 30, 2024 and March 31, 2024, amounts restricted are the paid-in-capital and statutory reserve of YSX PRC entities, which amounted to approximately $6.2 million and $6.1 million, respectively.
NOTE 11 — COMMITMENTS AND CONTINGENCIES
Contingencies
From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate to have a material adverse impact on the Company’s consolidated financial position, results of operations and cash flows.
Guarantees
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | Amount of | ||
| | | | | | | | | | | | | Financial | | bank loans | ||
| | | | Maximum | | | institution | guaranteed as | |||||||||
| | | Guarantee (party | | | | guarantee | | Guarantee | | Guarantee | | issuing | | of September 30, | ||
| Guarantor | | being guaranteed) | | Relationship | | amount | | starting date | | expiration date | | loans | | 2024 | ||
| Xinjiang YSX | Tanbao Network Technology (Guangzhou) Co., Ltd. (borrower) | Third-party customer of the Company | $ | 1,424,989 | January 1, 2021 | December 31, 2029 | Bank of China Yuexiu Branch | $ | 1,399,339 | |||||||
| Xinjiang YSX | Guangzhou Zhuohang Information Technology Co., Ltd. (borrower) | Third-party customer of the Company | $ | 1,424,989 | January 1, 2021 | December 31, 2029 | Bank of China Yuexiu Branch | $ | 1,382,239 | |||||||
| Xinjiang YSX and its branch company Guangzhou YSX | Mr. Jie Xiao (borrower) | Related party | $ | 2,137,483 | June 2, 2023 | June 2, 2026 | GZ Rural Bank | $ | 1,424,989 |
As of September 30, 2024 and March 31, 2024, Xinjiang YSX held several guarantee agreements with PRC banks to provide credit guarantee of approximately $4.2 million (RMB 29.52 million) in bank loans that two unrelated parties and one related party borrowed from the banks, including:
(1).In connection with the RMB 9.82 million (approximately $1,399,339) loan that third-party customer Tanbao Network Technology (Guangzhou) Co., Ltd. (“Tanbao Technology”) borrowed from Bank of China (“BOC”) Yuexiu Branch, Xinjiang YSX signed a guarantee agreement with BOC to provide a maximum credit guarantee of RMB 10 million (approximately $1,424,989) that Tanbao Technology may borrow from BOC during the period from January 1, 2021 to December 31, 2029. Tanbao Technology started to draw funds under the line of credit during the year ended March 31, 2024, with a loan balance of RMB 9.82 million (approximately $1,399,339) as of September 30, 2024.
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(2).In connection with the RMB 9.7 million (approximately $1,382,239) loan that third-party customer Zhuohang Information Technology Co., Ltd. (“Zhuohang”) borrowed from Bank of China (“BOC”) Yuexiu Branch, Xinjiang YSX signed a guarantee agreement with BOC to provide a maximum credit guarantee of RMB 10 million (approximately $1,424,989) that Zhuohang may borrow from BOC during the period from January 1, 2021 to December 31, 2029. Zhuohang started to draw funds under the line of credit during the year ended March 31, 2024, with a loan balance of RMB 9.7 million (approximately $1,382,239) as of September 30, 2024.
(3).As disclosed in Note 6 and Note 8, in connection with the RMB 10 million (approximately $1,424,989) loan that Mr. Jie Xiao, borrowed from GZ Rural Bank, Xinjiang YSX and its branch company Guangzhou YSX signed a guarantee agreement with GZ Rural Bank to provide a maximum credit guarantee of RMB 15 million (approximately $2,137,483) that Mr. Jie Xiao may borrow from GZ Rural Bank during the period from June 2, 2023 to June 2, 2026.
The Company did not, however, accrue any liability in connection with these guarantees because the above-mentioned borrowers have been current in their loan repayment obligation and the Company has not experienced any losses from providing such guarantees. As of the date of this report, the Company has evaluated the guarantees and has concluded that the likelihood of having to make any payments under the guarantee agreements are remote because both Tanbao Technology and Zhuohang have been the Company’s long-term customers and they are currently in good financial conditions and are not likely to default the loans. In addition, the loan that Mr. Jie Xiao borrowed from GZ Rural Bank is now being used by the Company as its working capital. In the opinion of the management, it is not probable that the Company will incur losses caused by the guarantees within the foreseeable future. However, if the borrowers are unable to repay the loans upon maturity, the Company may be required to pay back the loans, in which case, the Company’s business, prospects, financial condition and results of operations may be adversely affected.
Variable interest entity structure
It is the opinion of management that (i) the corporate structure of the Company is in compliance with existing PRC laws and regulations; (ii) the Contractual Arrangements are valid and binding, and do not result in any violation of PRC laws or regulations currently in effect; and (iii) the business operations of YSX WOFE and the VIEs are in compliance with existing PRC laws and regulations in all material respects.
However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, the Company cannot be assured that PRC regulatory authorities will not ultimately take a contrary view to the foregoing opinion of the Company’s management. If the current corporate structure of the Company or the Contractual Arrangements is found to be in violation of any existing or future PRC laws and regulations, the Company may be required to restructure its corporate structure and operations in the PRC to comply with changing and new PRC laws and regulations. In the opinion of management, the likelihood of loss in respect of the Company’s current corporate structure or the Contractual Arrangements is remote based on current facts and circumstances.
NOTE 12 — SEGMENT REPORTING
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, and is identified on the basis of the internal financial reports that are provided to and regularly reviewed by the Company’s chief operating decision maker in order to allocate resources and assess performance of the segment.
The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different services. Based on management’s assessment, the Company has determined that it has three operating segments by service type as defined by ASC 280, including Auto Insurance Aftermarket Value-added Services, Other Scenario-based Customized Services and Software Development and Information Technology Services. F-30
Table of Contents As of September 30, 2024 and March 31, 2024, the main operations of the Company are located in the PRC. Substantially all of the Company’s assets are located in China and all revenue was derived from customers located in China. The following tables present summary information by segment for six months ended September 30, 2024 and 2023, respectively:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | For the six months ended September 30, | ||||||||||
| | | | | | | | Software | | | | ||
| | | | | | | | | Development | | | | |
| | | Auto Insurance | | Other | | and | | | | |||
| | | Aftermarket | | Scenario-based | | Information | | | | |||
| | | Value-added | | Customized | | Technology | | | | |||
| | | Services | | Service | | Services | | Total | ||||
| | **** | (Unaudited) | **** | (Unaudited) | **** | (Unaudited) | **** | | | |||
| | | | | | | | | | | | | |
| Revenues | | $ | 28,210,396 | $ | 5,579,468 | $ | 304,504 | $ | 34,094,368 | |||
| Cost of revenues | | 25,415,097 | 4,841,962 | 236,795 | 30,493,854 | |||||||
| Gross profit | | 2,795,299 | 737,506 | 67,709 | 3,600,514 | |||||||
| Operating expenses | | 1,029,577 | 203,631 | 11,113 | 1,244,321 | |||||||
| Income from operations | | 1,765,722 | 533,875 | 56,596 | 2,356,193 | |||||||
| Income tax provision | | 359,682 | 71,138 | 3,881 | 434,701 | |||||||
| Net income | | 1,594,602 | 315,381 | 17,212 | 1,927,195 | |||||||
| Depreciation | | 10,496 | 2,076 | 113 | 12,685 | |||||||
| Capital expenditure | | 1,220 | 241 | 13 | 1,474 | |||||||
| Total assets | | $ | 26,243,951 | $ | 5,190,543 | $ | 283,278 | $ | 31,717,772 |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | For the six months ended September 30, | ||||||||||
| | | | | | | | | Software | | | | |
| | | | | | | | | Development | | | | |
| | | Auto Insurance | | Other | | and | | | | |||
| | | Aftermarket | | Scenario-based | | Information | | | | |||
| | | Value-added | | Customized | | Technology | | | | |||
| | | Services | | Service | | Services | | Total | ||||
| | **** | (Unaudited) | **** | (Unaudited) | **** | (Unaudited) | **** | | | |||
| | | | | | | | | | | | | |
| Revenues | $ | 21,410,507 | $ | 4,253,639 | $ | 833,675 | $ | 26,497,821 | ||||
| Cost of revenues | 18,680,552 | 3,711,277 | 727,377 | 23,119,206 | ||||||||
| Gross profit | 2,729,955 | 542,362 | 106,298 | 3,378,615 | ||||||||
| Operating expenses | 453,245 | 90,046 | 17,648 | 560,939 | ||||||||
| Income from operations | 2,276,710 | 452,316 | 88,650 | 2,817,676 | ||||||||
| Income tax provision | 392,521 | 77,982 | 15,284 | 485,787 | ||||||||
| Net income | 1,997,205 | 396,786 | 77,766 | 2,471,757 | ||||||||
| Depreciation | 11,333 | 2,252 | 441 | 14,026 | ||||||||
| Capital expenditure | 543 | — | — | 543 | ||||||||
| Total assets | $ | 21,023,743 | $ | 4,176,800 | $ | 818,615 | $ | 26,019,158 |
F-31
Table of Contents NOTE 13 — SUBSEQUENT EVENTS
The Comapny’s Ordinary Shares commenced trading on Nasdaq Capital Market on December 18, 2024, under the ticker symbol “YSXT”.
On December 19, 2024, the Company closed its initial public offering (the “Offering”) of 1,250,000 Class A ordinary shares (the “Ordinary Shares”) at a public offering price of $4.00 per share for total gross proceeds of approximately $5,000,000, before deducting underwriting discounts and other offering expenses. On the Closing Date, the Company also closed the sale of an additional 187,500 Ordinary Shares, pursuant to the full exercise of the over-allotment option granted to the underwriters in connection with the Offering, at the public offering price of $4.00 per share. As a result, the Company has raised additional gross proceeds of $750,000, before deducting underwriting discounts and offering expenses.
The Company has performed an evaluation of subsequent events through February [ ], 2025, which was the date of the unaudited condensed consolidated financial statements are available for release, and determined that no other events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.
NOTE 14 — CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY
Rule 12-04(a), 5-04(c) and 4-08(e)(3) of Regulation S-X require the condensed financial information of the parent company to be filed when the restricted net assets of consolidated subsidiaries exceed 25% of consolidated net assets as of the end of the most recently completed fiscal year. The Company performed a test on the restricted net assets of consolidated subsidiaries in accordance with such requirement and concluded that it was applicable to the Company as the restricted net assets of the Company’s PRC subsidiary and VIEs exceeded 25% of the consolidated net assets of the Company, therefore, the condensed financial statements for the parent company are included herein.
For purposes of the above test, restricted net assets of consolidated subsidiaries and VIEs shall mean that amount of the Company’s proportionate share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries and VIEs in the form of loans, advances or cash dividends without the consent of a third party.
The condensed financial information of the parent company has been prepared using the same accounting policies as set out in the Company’s consolidated financial statements except that the parent company used the equity method to account for investment in its subsidiaries and VIEs. Such investment is presented on the condensed balance sheets as “Investment in subsidiaries and VIEs” and the respective profit or loss as “Equity in earnings of subsidiaries and VIEs” on the condensed statements of comprehensive income.
The footnote disclosures contain supplemental information relating to the operations of the Company and, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Company. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S GAAP have been condensed or omitted.
The Company did not pay any dividend for the periods presented. As of September 30, 2024 and March 31, 2024, there were no material contingencies, significant provisions for long-term obligations, or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any. F-32
Table of Contents YSX TECH. CO., LTD
PARENT COMPANY BALANCE SHEETS
| | | | | | | |
|---|---|---|---|---|---|---|
| | | September 30, | | March 31, | ||
| | **** | 2024 | **** | 2024 | ||
| ASSETS | | | | | | |
| Non-current assets | | | ||||
| Investment in subsidiaries and VIEs | | $ | 21,165,627 | | $ | 18,634,687 |
| | | | | | | |
| Total assets | | $ | 21,165,627 | | $ | 18,634,687 |
| | | | | | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | ||||
| | | | | | | |
| LIABILITIES | | $ | — | | $ | — |
| | | | | | | |
| COMMITMENTS AND CONTINGENCIES | | | ||||
| | | | | | | |
| SHAREHOLDERS’ EQUITY | | | ||||
| Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 22,000,000 shares issued and outstanding as of September 30, 2024 and March 31, 2024, including: | | | ||||
| Class A ordinary shares, $0.0001 par value, 470,000,000 shares authorized, 20,822,675 shares issued and outstanding | | 2,082 | | 2,082 | ||
| Class B ordinary shares, $0.0001 par value, 30,000,000 shares authorized, 1,177,325 shares issued and outstanding | | 118 | | 118 | ||
| Additional paid-in capital | | 5,346,674 | | 5,346,674 | ||
| Retained earnings | | 16,389,132 | | 14,461,937 | ||
| Accumulated other comprehensive loss | | (572,379) | | (1,176,124) | ||
| Total shareholders’ equity | | $ | 21,165,627 | | $ | 18,634,687 |
| | | | | | | |
| Total liabilities and shareholders’ equity | | $ | 21,165,627 | | $ | 18,634,687 |
*The share amounts are presented on a retrospective basis, see Note 10
F-33
Table of Contents YSX TECH. CO., LTD
PARENT COMPANY STATEMENTS OF COMPREHENSIVE INCOME
| | | | | | | |
|---|---|---|---|---|---|---|
| | | For the Six Months | ||||
| | **** | Ended September 30, | ||||
| | | 2024 | | 2023 | ||
| EQUITY IN EARNINGS OF SUBSIDIARIES AND VIES | | $ | 1,927,195 | | $ | 2,471,757 |
| | | | | | | |
| NET INCOME | | 1,927,195 | | 2,471,757 | ||
| FOREIGN CURRENCY TRANSLATION ADJUSTMENTS | | 603,745 | | (920,145) | ||
| COMPREHENSIVE INCOME ATTRIBUTABLE TO THE COMPANY | | $ | 2,530,940 | | $ | 1,551,612 |
F-34
Table of Contents YSX TECH. CO., LTD
PARENT COMPANY STATEMENTS OF CASH FLOWS
| | | | | | | |
|---|---|---|---|---|---|---|
| | | For the Six Months | ||||
| | **** | Ended September 30, | ||||
| | **** | 2024 | **** | 2023 | ||
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | ||||
| Net income | | $ | 1,927,195 | | $ | 2,471,757 |
| Adjustments to reconcile net cash flows from operating activities: | | | ||||
| Equity in earnings of subsidiary and VIEs | | (1,927,195) | | (2,471,757) | ||
| Net cash used in operating activities | | — | | — | ||
| | | | | | | |
| CHANGES IN CASH | | — | | — | ||
| | | | | | | |
| CASH, beginning of period | | — | | — | ||
| | | | | | | |
| CASH, end of period | | $ | — | | $ | — |
F-35
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.
Overview
We are an offshore holding company incorporated in Cayman Islands, conducting our operation in the People’s Republic of China (“PRC”) through the YSX Operating Companies, via the VIE structure. We are the primary beneficiary of the VIEs for accounting purposes, to the extent that we consolidate the financial results of the VIEs in our consolidated statements under U.S. GAAP, through the VIE Agreements dated December 31, 2022. We do not own equity interest in the VIEs and their subsidiaries. Our corporate structure is subject to risks relating to the VIE structure. If the PRC government finds the VIE Agreements non-compliant with the relevant PRC laws, regulations, and rules or the interpretation thereof change in the future, we could be subject to severe penalties or be forced to relinquish our interests in the VIEs and their subsidiaries or forfeit our rights under the contractual arrangements. We face various legal and operational risks and uncertainties relating to doing business in China. We operate our business primarily in China, and are subject to complex and evolving PRC laws and regulations. For example, we face risks relating to regulatory approvals on overseas listings and oversight on cybersecurity and data privacy. Uncertainties in the PRC legal system and the interpretation and enforcement of PRC laws and regulations could materially affect our business operations, and in certain circumstances, may significantly limit or completely hinder our ability to offer or continue to offer the Class A ordinary shares, which might further cause our Class A ordinary shares to significantly decline in value or become worthless.
We, through the YSX Operating Companies, provide comprehensive business solutions to enterprise customers, mainly insurance companies and brokerages in China. Based on the in-depth knowledge of the Chinese insurance industry accumulated from years of servicing enterprise customers, the YSX Operating Companies specialize in auto insurance aftermarket value-added services, software development and information technology services, as well as other scenario-based customized services.
Built upon the proprietary industry knowledge, the YSX Operating Companies are committed to working with clients to understand their needs and challenges and offering suitable services to help them meet their respective goals.
Our organization
YSX Cayman was incorporated as an exempted company with limited liability under the laws of the Cayman Islands on November 9, 2022.
YSX Cayman owns 100% of the equity interests of YSX (HK) Holding Co., Limited (“YSX HK”), a limited liability company formed under the laws of Hong Kong on November 29, 2022.
On December 30, 2022, Yishengxin (Guangzhou) International Holding Co., Ltd. (“WFOE”) was incorporated pursuant to PRC laws as a wholly foreign owned enterprise of YSX HK.
YSX Cayman, YSX HK, and WFOE are currently not engaging in any active business operations and merely act as holding companies.
Prior to the reorganization described below, the Company’s business was operated by the following entities (1) Xinjiang Yishengxin Network Technology Co., Ltd., formed in Xinjiang Uygur Autonomous Region of China on July 16, 2015. Xinjiang YSX has three 100% controlled subsidiaries including Xinjiang Yishengxin Chuangzhan Technology Co., Ltd., formed in Guangzhou city of China on July 2, 2017, Xinjiang Agilent Information Technology Co., Ltd., formed in Kashi city of Xinjiang Uygur Autonomous Region of China on June 27, 2016 and Guangzhou Yishengxin Network Technology Co., Ltd., formed in Guangzhou city on July 12, 2019. Xinjiang YSX also has a branch company, Xinjiang Yishengxin Network Technology Co., Ltd. Guangzhou branch, organized under the laws of the PRC on December 9, 2015; and (2) Guangzhou Xihang Information Technology Co., Ltd., formed in Guangzhou City, China on August 4, 2011. Xinjiang YSX, Guangzhou YSX, Anjielun and Xihang were all formed as limited companies pursuant to PRC laws, and are collectively referred to as the “YSX Operating Companies”. Xinjiang YSX and Xihang are collectively referred to as the “VIEs”. 1
Reorganization
A reorganization of our legal structure (“Reorganization”) was completed on December 31, 2022. The Reorganization involved the formation of YSX Cayman, YSX HK and WFOE, and the entering into certain contractual arrangements among WFOE, the VIEs and the shareholders of the VIEs. Consequently, the Company became the ultimate holding company of YSX HK, WFOE, and the YSX Operating Companies.
On December 31, 2022, WFOE entered into a series of contractual arrangements with the shareholders of the VIEs. These agreements include the Exclusive Business Cooperation and Service Agreements, the Share Disposal and Exclusive Option to Purchase Agreements, the Equity Interest Pledge Agreements, and the Proxy Agreements (collectively the “VIE Agreements”). Pursuant to the VIE Agreements, WFOE has the exclusive right to provide to YSX Operating Companies consulting services related to business operations, including technical and management consulting services. The VIE Agreements are designed to provide WFOE with the power, rights, and obligations equivalent in all material respects to those it would possess as the sole equity holder of YSX Operating Companies, including absolute control rights and the rights to the assets, property, and revenue of YSX Operating Companies, for accounting purposes. We believe that the YSX Operating Companies should be treated as Variable Interest Entities (“VIEs”) under the Statements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 Consolidation and we are regarded as the primary beneficiary of the VIEs for accounting purposes to the extent that we consolidate the financial results of the VIEs in our consolidated statements under U.S. GAAP. We treat the VIEs as our consolidated entities under U.S. GAAP.
The consolidation of the Company, its subsidiaries, the VIEs and the VIEs’ subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.
Our revenues increased by $7,596,547, or 28.7%, from $26,497,821 for the six months ended September 30, 2023 to $34,094,368 for the six months ended September 30, 2024.
The following tables illustrate the amount and percentage of our revenue by service type for the six months ended September 30, 2024 and 2023, respectively:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the six months ended September 30, | **** | |||||||||||||
| | | 2024 | | 2023 | | Variance | **** | |||||||||
| | Amount | % | Amount | % | Amount | % | **** | |||||||||
| | | | | | | | | | | | | | | | | |
| Revenue from auto insurance aftermarket value-added services | | $ | 28,210,396 | | 82.7 | % | $ | 21,410,507 | | 80.8 | % | $ | 6,799,889 | | 31.8 | % |
| Revenue from other scenario-based customized services | | 5,579,468 | 16.4 | % | 4,253,639 | 16.1 | % | 1,325,829 | 31.2 | % | ||||||
| Revenue from software development and information technology services | | 304,504 | 0.9 | % | 833,675 | 3.1 | % | (529,171) | (63.5) | % | ||||||
| Total revenue | | $ | 34,094,368 | **** | 100.0 | % | $ | 26,497,821 | **** | 100.0 | % | $ | 7,596,547 | **** | 28.7 | % |
The following tables illustrate the amount and percentage of our revenue by customer types for the six months ended September 30, 2024 and 2023, respectively:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | For the six months ended September 30, | **** | |||||||||||||
| | | 2024 | | 2023 | | Variance | **** | |||||||||
| | **** | Amount | **** | % | **** | Amount | **** | % | **** | Amount | **** | % | | |||
| Revenues | | | | | ||||||||||||
| Revenue from third-party customers | | $ | 24,747,746 | 72.6 | % | $ | 22,199,058 | 83.8 | % | $ | 2,548,688 | 11.5 | % | |||
| Revenue from related party customers | | 9,346,622 | 27.4 | % | 4,298,763 | 16.2 | % | | 5,047,859 | 117.4 | % | |||||
| Total revenue | | $ | 34,094,368 | 100.0 | % | $ | 26,497,821 | 100.0 | % | $ | 7,596,547 | 28.7 | % |
Key Factors That Affect Our Results of Operations
We believe the following key factors may affect our financial condition and results of operations: 2
The YSX Operating Companies’ Ability to Establish and Retain Long Term Strategic Relationship with Insurance Companies and Brokerages
The YSX Operating Companies provide substantial services to insurance companies and brokerages, including some of the top brand-name insurance companies and brokerages. Maintaining good relationships with these insurance companies and brokerages and procuring auto insurance aftermarket value-added insurance services from them on favorable terms are important to the growth of our business. However, there can be no assurance that the currently partnered insurance companies and brokerages with the YSX Operating Companies will continue to outsource auto insurance aftermarket value-added services to the YSX Operating Companies on terms acceptable, or that the YSX Operating Companies will be able to establish new or extend current business relationships to ensure a steady supply of auto insurance aftermarket value-added services in a timely and cost-efficient manner. If the YSX Operating Companies are unable to develop and maintain good relationships with insurance companies and brokerage clients, the YSX Operating Companies may not be able to offer auto insurance aftermarket value-added services to customers, or to offer them in sufficient quantities and at acceptable prices. In addition, if partnered insurance companies and brokerages cease to provide the YSX Operating Companies with favorable pricing or payment terms, the YSX Operating Companies’ working capital requirements may increase and their operations may be materially and adversely affected. Any deterioration in the YSX Operating Companies’ relationship with major insurance companies and brokerages, or a failure to timely resolve disputes with or complaints from major partnered insurance companies and brokerages, could materially and adversely affect our business, prospects and results of operations.
The YSX Operating Companies’ Ability to Control Costs and Expenses and Improve Their Operating Efficiency
Our business growth is dependent on the YSX Operating Companies’ ability to improve their operating efficiency, which is determined by their abilities to monitor and adjust costs and expenses. Specifically, the YSX Operating Companies’ ability to monitor and adjust staffing costs (including payroll and employee benefit expenses) and administrative expenses is essential to the success of our business. As we expand our business, if the YSX Operating Companies enter into more service agreements with insurance companies and brokerages for auto insurance aftermarket value-added services, or with more customers for scenario-based customized services and software development and information technology services, the staffing costs of the YSX Operating Companies are likely to rise. If the staffing costs and administrative expenses exceed the estimated budget and the YSX Operating Companies are unable to increase the revenue as expected, their operational efficiency might decrease, having an adverse impact on our business, results of operation, and financial condition.
The YSX Operating Companies’ Ability to Compete Successfully
The insurance service market in China is intensely competitive. The YSX Operating Companies face competition from larger companies, many of which possess significant brand recognition, sales volume and customer bases. Some of the current and potential competitors have significantly greater financial, technical or marketing resources than we do. In addition, some of the competitors or new entrants may be acquired by, receive investment from, or enter into strategic relationships with, well-established and well-financed companies or investors which would help enhance their competitive positions. The YSX Operating Companies’ failure to properly respond to increased competition and the above challenges may reduce our operating margins, market share and brand recognition, or force us to incur losses, which will have a material adverse effect on our business, prospects, financial condition and results of operations.
A Severe or Prolonged Slowdown in the Global or Chinese Economy Could Materially and Adversely Affect Our Business and Our Financial Condition
The rapid growth of the Chinese economy has slowed down since 2012 and this slowdown may continue in the future. There is considerable uncertainty over trade conflicts between the United States and China and the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China. The withdrawal of these expansionary monetary and fiscal policies could lead to a contraction. There continue to be concerns over unrest and terrorist threats in the Middle East, Europe, and Africa, which have resulted in volatility in oil and other markets. Potential conflicts in relation to territorial disputes among Asian countries, if any, may worsen the relationship between the affected countries. The eruption of armed conflict could adversely affect global or Chinese discretionary spending, either of which could have a material and adverse effect on our business, results of operation in financial condition. Economic conditions in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the global or Chinese economy would likely materially and adversely affect our business, results of operations and financial condition. In addition, continued turbulence in the international markets may adversely affect our ability to access capital markets to meet liquidity needs. 3
Impact of COVID-19 on Our Business
The COVID-19 pandemic had negatively affected our business and financial results in fiscal year 2023, but did not materially affect our business operations for the six months ended September 30, 2024 and 2023.
Although the COVID-19 pandemic appears to be under control as of the date of this prospectus, the extent to which the COVID-19 pandemic may impact our future financial results will depend on future developments, such as new information on the effectiveness of the mitigation strategies, the duration, spread, severity, and recurrence of COVID-19 and COVID-19 variants, if any, any related travel advisories and restrictions, and the overall impact of the COVID-19 pandemic on the global economy and capital markets, all of which remain uncertain and unpredictable. Given this uncertainty, the Company is currently unable to quantify the expected impact of the COVID-19 pandemic on its future operations, financial condition, liquidity, and results of operations.
Key Financial Performance Indicators
In assessing our financial performance, we consider a variety of financial performance measures, including growth in net revenue and gross profit, our ability to control costs and operating expenses to improve our operating efficiency and net income. Our review of these indicators facilitates timely evaluation of the performance of our business and effective communication of results and key decisions, allowing our business to respond promptly to competitive market conditions and different demands and preferences from our customers. The key measures that we use to evaluate the performance of our business are set forth below and are discussed in greater detail under “Results of Operations”. 4
Net Revenue
Our net revenue is driven by changes in the mix of services provided to customers, service volume, average price charged for services rendered and number of customers for our services.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the six months ended September 30, | ||||||||||
| | | | | | | | | | | | % of | |
| | | | | | | | | | | | increase | |
| | 2024 | 2023 | Variances | (decrease) | ||||||||
| | | | | | | | | | | | | |
| Revenue from auto insurance aftermarket value-added services: | | | | | ||||||||
| Vehicle safety inspection and check services | | $ | 1,391,642 | | $ | 335,396 | | $ | 1,056,246 | 314.9 | % | |
| Vehicle driving risk screening services | | 25,390,818 | | 2,593,145 | | 22,797,673 | 879.2 | % | ||||
| Substitute driver and rescuing services | | 555,737 | | 261,194 | | 294,543 | 112.8 | % | ||||
| Vehicle maintenance and other value-added services | | 872,199 | | 18,220,772 | | (17,348,573) | (95.2) | % | ||||
| Total revenue from value-added services | | 28,210,396 | | 21,410,507 | | 6,799,889 | 31.8 | % | ||||
| | | | | | ||||||||
| Revenue from other scenario-based customized services | | 5,579,468 | | 4,253,639 | | 1,325,829 | 31.2 | % | ||||
| | | | | | ||||||||
| Revenue from software development and information technology services | | 304,504 | | 833,675 | | (529,171) | (63.5) | % | ||||
| Total revenues | | $ | 34,094,368 | | $ | 26,497,821 | | $ | 7,596,547 | **** | 28.7 | % |
| | | | | | ||||||||
| Number of value-added services performed (service volume) | | | | | ||||||||
| Vehicle safety inspection and check services | | 77,123 | | 17,511 | | 59,612 | 340.4 | % | ||||
| Vehicle driving risk screening services | | 1,932,767 | | 65,531 | | 1,867,236 | 2,849.4 | % | ||||
| Substitute driver and rescuing services | | 27,218 | | 3,999 | | 23,219 | 580.6 | % | ||||
| Vehicle maintenance services | | 62,377 | | 1,227,403 | | (1,165,026) | (94.9) | % | ||||
| Total number of value-added services performed (service volume) | | 2,099,485 | | 1,314,444 | | 785,041 | 59.7 | % | ||||
| | | | | | ||||||||
| Number of insurance companies and brokerages for value-added services | | 25 | | 28 | | (3) | (10.7) | % | ||||
| Numver of customers for scenario-based customized services | | 17 | | 14 | | 3 | 21.4 | % | ||||
| Number of customers for software development and information technology services | | 7 | | 7 | | 0 | 0.0 | % | ||||
| Total number of customers | | 49 | | 49 | | 0 | 0.0 | % | ||||
| | | | | | ||||||||
| Average price for value-added services | | $ | 13.4 | | $ | 16.3 | | $ | (2.9) | (17.5) | % | |
| Average prioce charged to customers for scenario-based customized services | | $ | 328,204 | | $ | 303,831 | | $ | 24,373 | 8.0 | % | |
| Average price charged to customers for software development and information technology services | | $ | 43,501 | | $ | 119,096 | | $ | (75,595) | (63.5) | % |
For the six months ended September 30, 2024 and 2023, our revenue generated from providing auto insurance aftermarket value-added services to auto insurance policy holders on behalf of insurance companies and brokerages accounted for 82.7% and 80.8% of our total revenue, respectively, while revenue from providing other scenario-based customized services to customers accounted for 16.4% and 16.1% of our total revenue, respectively, and revenue from providing software development and information technology services to customers accounted for 0.9% and 3.1% of our total revenue, respectively.
Our total revenue increased by approximately $7.6 million, or 28.7%, when comparing the six months ended September 30, 2024 to the six months ended September 30, 2023, primarily due to the YSX Operating Companies having obtained more service contracts from various insurance companies and brokerages. Pursuant to such service contracts, the YSX Operating Companies provide the following value-added services to their vehicle insurance policy holders on behalf of these insurance companies and brokerages: (i) vehicle safety inspection and check services (such as gearbox inspection, transmission inspection, steering system inspection, multi-point inspection, vehicle electronic system inspection, and brake system inspection, etc.); (ii) vehicle driving risk screening services; (iii) designated driver and rescue services (such as arranging designated drivers to drive alcohol drinkers home safely, car jump-start and towing services); and (iv) vehicle maintenance and other value-added services (such as car wash, windshield and windscreen wiper maintenance, four wheel positioning, tire repair and rotation, vehicle body paint, air conditioning system maintenance, engine inspection and maintenance, oil change, car waxing, and battery services, etc.). The total service volume for the above mentioned auto insurance 5
aftermarket value-added services increased by approximately 785,041 service calls, or 59.7%, from approximately 1.31 million service calls in the six months ended September 30, 2023 to approximately 2.1 million service calls in the six months ended September 30, 2024.
Our revenue generated from providing other scenario-based customized services to customers increased by approximately $1.3 million, or 31.2%, from approximately $4.3 million in the six months ended September 30, 2023 to approximately $5.6 million in the six months ended September 30, 2024. The increase in our revenue from other scenario-based customized services was driven by an increased average service price the YSX Operating Companies charged customers for such services by approximately 8.0%, and an increase in the number of customers for such services, which increased by 21.4%, from the six months ended September 30, 2023 to the six months ended September 30, 2024.
Our revenue from providing software development and information technology services to customers decreased by approximately $0.5 million, or 63.5%, from approximately $0.8 million in the six months ended September 30, 2023 to approximately $0.3 million in the six months ended September 30, 2024, primarily because the average service price we charged customers for such services decreased by approximately $75,595, or 63.5%, from $119,096 in the six months ended September 30, 2023 to $43,501 in the six months ended September 30, 2024.
Gross Profit
Gross profit is equal to net revenue minus cost of revenues. Our cost of revenues primarily includes subcontract costs, service management and maintenance costs, labor costs and sales taxes. The cost of revenue generally changes as affected by factors including the availability of the external vendors to perform certain auto insurance aftermarket value-added services we outsource to them, subcontract costs, service volume and service mix changes. Our cost of revenues accounted for 89.4% and 87.3% of our total revenue for the six months ended September 30. 2024 and 2023, respectively. We expect our cost of revenues to increase as we further expand our operations in the foreseeable future.
Our gross margin was 10.6% for the six months ended September 30, 2024, a decrease by 2.1% from the gross margin of 12.7% in the six months ended September 30, 2023. Our gross profit and gross margin are affected by sales of different service mix during each reporting period. Our gross margin increases when more revenue comes from our service offerings with lower costs and higher margin, while our gross margin decreases when more revenue comes from service offering with higher costs and lower margin. In the six months ended September 30, 2024, we earned more revenue from value-added services with higher costs and lower margin. As a result, our total gross profit increased by 6.6% and gross margin decreased by 2.1% when comparing the the six months ended September 30, 2024 to the six months ended September 30, 2023.
Operating Expenses
Our operating expenses consist of selling expenses, general and administrative expenses and research and development expenses.
Our selling expenses primarily include salary and welfare benefit expenses paid to the YSX Operating Companies’ sales personnel, office rental expense, business travel, meals and entertainment expenses, and other sales and marketing activity-related expenses. Our selling expenses accounted for 0.2% and 0.2% of our total revenue for the six months ended September 30, 2024 and 2023, respectively.
Our general and administrative expenses primarily consist of employee salaries, welfare and insurance expenses, depreciation and amortization, bad debt reserve expenses, rent expense, office supply and utility expenses, and professional service expenses. General and administrative expenses were 3.1% and 1.5% of our revenue for the six months ended September 30, 2024 and 2023, respectively. In terms of dollar amount, our total general and administrative expenses increased by $663,581, or 165.6%, in the six months ended September 30, 2024 compared to the six months ended September 30, 2023, and the increase was largely due to the increased professional and consulting expenses and increase bad debt expenses on uncollectible receivables. We expect our general and administrative expenses, including, but not limited to, salaries and business consulting expenses, to continue to increase in the foreseeable future, as we plan to hire additional personnel and incur additional expenses in connection with the expansion of our business operations.
The YSX Operating Companies conduct research and development activities in order to provide software development and information technology services to help customers to optimize their IT software and applications. The research and development expenses primarily consist of salaries, welfare and insurance expenses paid to employees involved in the research and development activities, office rental expenses and other miscellaneous expenses. Research and development expenses were 0.3% and 0.4% of our revenue for the six months ended September 30, 2024 and 2023, respectively. As the YSX Operating Companies continue to enhance their ability to provide more friendly services to satisfy customer demand, we expect the research and development expenses to continue to increase in the foreseeable future. 6
Results of Operations
The following table summarizes our operating results as reflected in our statements of income during the six months ended September 30, 2024 and 2023, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such periods.
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the six months ended September 30, | **** | |||||||||||||
| | | 2024 | | 2023 | | Variances | **** | |||||||||
| | **** | Amount | **** | % | **** | Amount | **** | % | **** | Amount | **** | % | **** | |||
| Revenues | | | | | ||||||||||||
| Revenue from third-party customers | | $ | 24,747,746 | 72.6 | % | $ | 22,199,058 | 83.8 | % | $ | 2,548,688 | 11.5 | % | |||
| Revenue from related party customers | | 9,346,622 | 27.4 | % | 4,298,763 | 16.2 | % | 5,047,859 | 117.4 | % | ||||||
| Total revenue | | 34,094,368 | 100.0 | % | 26,497,821 | 100.0 | % | 7,596,547 | 28.7 | % | ||||||
| | | | | | ||||||||||||
| Cost pf revenues | | | | | ||||||||||||
| Cost of revenue, third-party customers | | 30,493,854 | 89.4 | % | 19,362,131 | 73.1 | % | 11,131,723 | 57.5 | % | ||||||
| Cost of revenue, related parties | | — | 0.0 | % | 3,757,075 | 14.2 | % | (3,757,075) | (100.0) | % | ||||||
| Total cost of revenue | | 30,493,854 | 89.4 | % | 23,119,206 | 87.3 | % | 7,374,648 | 31.9 | % | ||||||
| | | | | | ||||||||||||
| Gross profit | | 3,600,514 | 10.6 | % | 3,378,615 | 12.7 | % | 221,899 | 6.6 | % | ||||||
| | | | | | ||||||||||||
| Operating expenses: | | | | | ||||||||||||
| Selling expenses | | 66,471 | 0.2 | % | 57,991 | 0.2 | % | 8,480 | 14.6 | % | ||||||
| General and administrative expenses | | 1,064,198 | 3.1 | % | 400,617 | 1.5 | % | 663,581 | 165.6 | % | ||||||
| Research and development expenses | | 113,652 | 0.3 | % | 102,331 | 0.4 | % | 11,321 | 11.1 | % | ||||||
| Total operating expenses | | 1,244,321 | 3.6 | % | 560,939 | 2.1 | % | 683,382 | 121.8 | % | ||||||
| | | | | | ||||||||||||
| Income from operations | | 2,356,193 | 7.0 | % | 2,817,676 | 10.6 | % | (461,483) | (16.4) | % | ||||||
| | | | | | ||||||||||||
| Other income (expenses) | | | | | ||||||||||||
| Interest expense | | (62,438) | (0.2) | % | (50,324) | (0.2) | % | (12,114) | 24.1 | % | ||||||
| Interest income | | 654 | 0.0 | % | 819 | 0.0 | % | (165) | (20.1) | % | ||||||
| Investment income | | 20,282 | 0.1 | % | 13,731 | 0.1 | % | 6,551 | 47.7 | % | ||||||
| Other income | | 64,598 | 0.2 | % | 181,885 | 0.7 | % | (117,287) | (64.5) | % | ||||||
| Other non-operating expenses | | (17,393) | (0.1) | % | (6,243) | 0.0 | % | (11,150) | 178.6 | % | ||||||
| Total other income (expense), net | | 5,703 | 0.0 | % | 139,868 | 0.5 | % | (134,165) | (95.9) | % | ||||||
| | | | | | ||||||||||||
| Income before income tax provisions | | 2,361,896 | 7.0 | % | 2,957,544 | 11.1 | % | (595,648) | (20.1) | % | ||||||
| | | | | | ||||||||||||
| Income tax provision | | 434,701 | 1.3 | % | 485,787 | 1.8 | % | (51,086) | (10.5) | % | ||||||
| | | | | | ||||||||||||
| Net income | | $ | 1,927,195 | **** | 5.7 | % | $ | 2,471,757 | **** | 9.3 | % | $ | (544,562) | **** | (22.0) | % |
Revenue
Our total revenues increased by $7,596,547, or 28.7%, to $34,094,368 in the six months ended September 30, 2024 from $26,497,821 in the six months ended September 30, 2023. The increase in our revenue was primarily due to (1) our revenue from value-added services increased by approximately $6.8 million because the YSX Operating Companies obtained more auto insurance aftermarket value-added service contracts from various insurance companies and brokerages and provided an increased volume of auto insurance aftermarket value-added services to auto insurance policy holders in the six months ended September 30, 2024 as compared to the six months ended September 30, 2023; and (ii) an increase in our revenue from other scenario-based customized services by approximately $1.3 million, since the number of customers for such services increased by 21.4%, from 14 customers in the six months ended September 30, 2023 to 17 customers in the six months ended September 30, 2024. 7
Our revenue by service type is as follows:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the six months ended September 30, | | |||||||||||||
| | | 2024 | | 2023 | | Variance | ||||||||||
| | Amount | % | Amount | % | Amount | % | | |||||||||
| | | | | | | | | | | | | | | | | |
| Revenue from auto insurance aftermarket value-added services | | $ | 28,210,396 | 82.7 | % | $ | 21,410,507 | 80.8 | % | $ | 6,799,889 | 31.8 | % | |||
| Revenue from other scenario-based customized services | | 5,579,468 | 16.4 | % | 4,253,639 | 16.1 | % | 1,325,829 | 31.2 | % | ||||||
| Revenue from software development and information technology services | | 304,504 | 0.9 | % | 833,675 | 3.1 | % | (529,171) | (63.5) | % | ||||||
| Total revenue | | $ | 34,094,368 | **** | 100.0 | % | $ | 26,497,821 | **** | 100.0 | % | $ | 7,596,547 | **** | 28.7 | % |
Revenue from Auto Insurance Aftermarket Value-added Services
The YSX Operating Companies obtained auto insurance aftermarket value-added service contracts from insurance companies and brokerages, pursuant to which, the YSX Operating Companies provide the following aftermarket value-added services to their vehicle insurance policy holders on behalf of these insurance companies and brokerages: (i) vehicle safety inspections and check services (such as gearbox inspection, transmission inspection, steering system inspection, multi-point inspection, vehicle electronic system inspection, and brake system inspection, etc.); (ii) vehicle driving risk screening services; (iii) designated driver and rescue services (such as arranging designated drivers to drive alcohol drinkers home safely and car jump-start and towing services); and (iv) vehicle maintenance and other value-added services (such as car wash, windshield and windscreen wiper maintenance, four wheel positioning, tire repaid and rotation, vehicle body paint, air conditioning system maintenance, engine inspection and maintenance, oil change, car waxing, and battery services, etc.)
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the six months ended September 30, | | |||||||||
| | | | | | | | | % of | **** | |||
| | | | | | | | | | | | increase | |
| | 2024 | **** | 2023 | **** | Variances | (decrease) | | |||||
| Revenue from auto insurance aftermarket value-added services: | | | | | ||||||||
| Vehicle safety inspection and check services | | $ | 1,391,642 | | $ | 335,396 | | $ | 1,056,246 | 314.9 | % | |
| Vehicle driving risk screening services | | 25,390,818 | | 2,593,145 | | 22,797,673 | 879.2 | % | ||||
| Substitute driver and rescuing services | | 555,737 | | 261,194 | | 294,543 | 112.8 | % | ||||
| Vehicle maintenance and other value-added services | | 872,199 | | 18,220,772 | | (17,348,573) | (95.2) | % | ||||
| Total revenue from value-added services | | $ | 28,210,396 | | $ | 21,410,507 | | $ | 6,799,889 | **** | 31.8 | % |
Total revenue from auto insurance aftermarket value-added services increased by $6,799,889, or 31.8%, from $21,410,507 in the six months ended September 30, 2023 to $28,210,396 in the six months ended September 30, 2024, primarily due to increased service volume of various value-added services performed by approximately 785,041 service calls, or 59.7%, from 1,314,444 service calls in the six months ended September 30, 2023 to 2,099,485 service calls in the six months ended September 30, 2024.
The volume for vehicle driving risk screening services increased by 1,867,236 service calls, or 2849.4%, and the related service revenue increased by approximately $22.8 million, or 879.2%, in the six months ended September 30, 2024 as compared to the six months ended September 30, 2023. Service volume for safety inspection and check services and substitute driver and rescuing services also increased by 59,612 service calls and 23,219 service calles respectively, and related service revenue increased by approximately $1.1 million and $0.3 million, respectively, when comparing six months ended September 30, 2024 to six months ended September 30, 2023. However, the service volume for vehicle maintenance related services decreased by 1,165,026 service calls, or 94.9%, in six months ended September 30, 2024 as compared to six months ended September 30, 2023, and as a result, revenue from this service decreased by $17,348,573 or 95.2%. In the six months ended September 30 2024, we obtained more service contracts from insurance brokerages, instead of insurance companies, and our service contracts with insurance brokerages require YSX Operating Companies to provide more vehicle driving risk screening services, safety inspection and check services and substitute driver and rescuing services to auto insurance policy holders, than vehicle maintenance related services. Due to the change in our service mix during the six months ended September 30, 2024, our revenues from vehicle driving risk screening services, safety inspection and check services and substitute driver and rescuing services increased, but revenue from vehicle maintenance related servuces decreased as compared to the six months ended September 30, 2023 8
A single insurance company can only offer its own products (whether that could be life insurance, property and casualty, liability, health, commercial policies, workers’ compensation or some combination thereof) at higher prices and, accordingly, gives more back to insurance product consumers in terms of value-added services. An insurance brokerage, on the other hand, can offer insurance coverage from many different insurance companies. This flexibility not only impacts the types of policies a customer can choose but also how affordable those policies are. However, although insurance companies may offer their product consumers in the form of value-added services, such value-added services may be restricted to tailor only the insurance products offered by these insurance companies, which may limit the auto insurance aftermarket value-added service provider, such as the YSX Operating Companies, to rapidly expand our business operations to increase our market shares. On the other hand, insurance brokerages can offer more diversified value-added services to insurance policy holders because these insurance brokerages can offer insurance products from multiple insurance companies. As a result, establishing business cooperation with insurance brokerages may lead to increased value-added service volume than solely cooperation with specific insurance companies. For the six months ended September 30, 2023, approximately 61% of our auto insurance aftermarket value-added service contracts were obtained from various insurance brokerages. For the six months ended September 30, 2024, approximately 73% of the YSX Operating Companies’ auto insurance aftermarket value-added service contracts were obtained from insurance brokerages and only approximately 9% of our contracts were obtained from insurance companies. Because of this business development, we increased our auto insurance aftermarket value-added service volume by providing services to more insurance policy holders located in expanded geographic markets. However, because more auto insurance aftermarket value-added service contracts were obtained from various insurance brokerages to diversify our service mix, although we expanded our market, our average price decreased by approximately $2.9 per service call, or 17.5%, from six months ended September 30, 2023 as a result of change in service mix. The overall increase in our revenue generated from providing auto insurance aftermarket value-added services reflected the above combined factors.
For the six months ended September 30, 2024 and 2023, the YSX Operating Companies provided an aftermarket value-added service contract to a related party, Guangzhou Dayong Insurance Agency Co., Ltd. (“Dayong”), an entity affiliated with Ms. Qian Zeng, one of the shareholders of Xinjiang YSX, and generated revenue of $9,346,622 and $4,298,763, respectively, in such periods. Such revenue accounted for approximately 27.4% of our total revenue for the six months ended September 30, 2024 and accounted for 16.2% of our total revenue for the six months ended September 30, 2023. The auto insurance aftermarket value-added service fees charged to related parties were determined using the same standard we use for our third-party insurance companies and brokerages. As we plan to expand the operations to other geographic areas, we expect to provide more auto insurance aftermarket value-added services to a growing number of third party insurance companies and brokerages and do not expect to continue to derive a substantial amount of value-added service revenue from related parties in future periods.
Revenue from Other Scenario-based Customized Services
Our revenue generated from providing other scenario-based customized services to customers increased by approximately $1.3 million, or 31.2%, from approximately $4.3 million in the six months ended September 30, 2023 to approximately $5.6 million in the six months ended September 30, 2024. For scenario-based customized services, we utilize our sales and marketing team to provide services for insurance companies, brokerages and other enterprise customers, such as customer development, product or services introduction, sales strategy and skills education, to help customers to post their advertisements through various external social media platforms, and to help customers to plan and organize seasonal on-the-ground sales and promotional campaigns at 4S dealer stores, where insurance products and services are sold to targeted consumers or customer designated locations. In the six months ended September 30, 2024, insurance companies and brokerages strengthened their marketing campaigns to target more consumers, and we were engaged by insurance companies and brokerages to post their ads through various social media platforms such as Douyin and WeChat, etc. This led to an increase in the average service price the YSX Operating Companies charged customers for other scenario-based customized services by approximately $24,373, or 8.0%, from $303,831 in the six months ended September 30, 2023 to $328,204 in the six months ended September 30, 2024. In addition, the number of customers for such services increased by 3 or 21.4%, from 14 customers in the six months ended September 30, 2023 to 17 customers in the six months ended September 30, 2024.
Revenue from Software Development and Information Technology Services
Our revenue from providing software development and information technology services to customers decreased by approximately $0.5 million, or 63.5%, from approximately $833,675 in the six months ended September 30, 2023 to approximately $304,504 in the six months ended September 30, 2024, primarily because average service price charged to customers for such services decreased by approximately $75,595, or 63.5%, from $119,096 in the six months ended September 30, 2023 to $43,501 in the six months ended September 30, 2024. 9
Cost of Revenue
Our cost of revenues primarily includes subcontract costs, service management and maintenance costs, labor costs and sales taxes. The cost of revenue is generally affected by factors including the availability of the third-parties vendors to perform certain auto insurance aftermarket value-added services, subcontract costs, service volume and service mix changes.
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the six months ended September 30, | | |||||||||||||
| | | 2024 | | 2023 | | Variance | | |||||||||
| | **** | Amount | **** | % | **** | Amount | **** | % | **** | Amount | **** | % | | |||
| | | | | | | | | | | | | | | | | |
| Cost of revenue from auto insurance aftermarket value-added services | | $ | 25,415,096 | 83.3 | % | $ | 18,943,702 | 81.9 | % | $ | 6,471,394 | 34.2 | % | |||
| Cost of revenue from other scenario-based customized services | | 4,841,962 | 15.9 | % | 3,562,384 | 15.4 | % | 1,279,578 | 35.9 | % | ||||||
| Cost of revenue from software development and information technology services | | 236,796 | 0.8 | % | 613,120 | 2.7 | % | (376,324) | (61.4) | % | ||||||
| Total cost of revenue | | $ | 30,493,854 | 100.0 | % | $ | 23,119,206 | 100.0 | % | $ | 7,374,648 | 31.9 | % |
The following table further breakdown the component of our cost of revenue for the six months ended September 30, 2024 and 2023:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the six months ended September 30, | | |||||||||
| | | | | | | | | | | | % of | |
| | **** | 2024 | **** | 2023 | **** | Variances | **** | variances | **** | |||
| Subcontract costs associated with auto insurance aftermarket value-added services: | | | | | ||||||||
| Vehicle safety inspection and check services | | $ | 1,255,471 | | $ | 295,748 | | $ | 959,723 | 324.5 | % | |
| Vehicle driving risk screening services | | 22,859,315 | | 2,301,806 | | 20,557,509 | 893.1 | % | ||||
| Designated driver and rescuing services | | 500,164 | | 230,977 | | 269,187 | 116.5 | % | ||||
| Vehicle maintenance services | | 695,961 | | 16,037,736 | | (15,341,775) | (95.7) | % | ||||
| Subcontract costs associated with other scenario-based customized services | | 4,838,961 | | 3,559,760 | | 1,279,201 | 35.9 | % | ||||
| Subcontract costs associated with software development and information technology services | | 230,384 | | 606,293 | | (375,909) | (62.0) | % | ||||
| Subtotal of subcontract costs | | 30,380,256 | | 23,032,320 | | 7,347,936 | 31.9 | % | ||||
| Service management and maintenance costs | | 89,019 | | 64,232 | | 24,787 | 38.6 | % | ||||
| Labor cost | | 6,248 | | 6,312 | | (64) | (1.0) | % | ||||
| Sales taxes | | 18,331 | | 16,342 | | 1,989 | 12.2 | % | ||||
| Total cost of revenues | | $ | 30,493,854 | | $ | 23,119,206 | | $ | 7,374,648 | 31.9 | % |
Our cost of revenues primarily consists of subcontract costs, service management and monitoring costs, labor costs and business taxes. Other overhead costs were immaterial, which was mainly due to the Company’s light-asset business model. We have relatively few capital assets, and we have kept a lean corporate structure to remain flexible and efficient in our operation. We have adopted a strategy to outsource auto insurance aftermarket value-added services to external vendors, who are typically automobile service platforms, dealerships, brick and mortar service and maintenance shops, to perform the value-added services for the insurance policy holders to efficiently work on contracts obtained from insurance companies and brokerages. For the six months ended September 30, 2024 and 2023, more auto insurance aftermarket value-added insurance service tasks were outsourced to external services providers that serve as our sub-contractors providing such services. Our cost of revenues increased by $7,374,648, or 31.9%, from $23,119,206 in the six months ended September 30, 2023 to $30,493,854 in the six months ended September 30, 2024, primarily due to the increased subcontract costs as a result of the service volume of car wash, car towing, vehicle inspection and maintenance services, etc. increasing by 785,041 service calls, or 59.7%, from the six months ended September 30, 2023 to the six months ended September 30, 2024. As a result of an increase in service volume, we engaged more external vendors to serve as our subcontractors which led to significant increase in our subcontract costs. In addition, during the six months ended September 30, 2024, our subcontract costs associated with providing other scenario-based customized services also increased by approximately $1.3 million, or 35.9%, because the number of our customers for other scenario-based customized services increased by 21.4% from 14 customers in the six months ended September 30, 2023 to 17 customers in the six months ended September 30, 2024.
For the six months ended September 30, 2023, the YSX Operating Companies outsourced certain auto insurance aftermarket value-added service to a related party, Chongqing Yinzhi Business Service Co. Ltd. (“Chongqing Yinzhi”), an entity affiliated with Mr. Yizhuo Tan, director of Xinjiang YSX and also one of the shareholders of Xinjiang YSX, and accordingly, we reported a total of $3,757,075 10
cost of revenue paid to the related party for the six months ended September 30, 2023. For the six months ended September 30, 2024, cost of revenue paid to a related party, Guangzhou Dayong Insurance Agency Co., Ltd. (“Dayong”), amounted to $8,353,493. As we plan to expand our operations to other geographic areas, we expect to subcontract with a growing number of third-party vendors and do not expect to continue to derive a substantial amount of costs of revenue from related parties in future periods.
Gross profit
Our gross profit increased by $221,899, or 6.6%, from $3,378,615 in the six months ended September 30, 2023 to $3,600,514 in the six months ended September 30 2024. Our gross margin decreased by 2.1% from 12.7% in the six months ended September 30, 2023 to 10.6% in the six months ended September 30, 2024. Our gross profit and gross margin were affected by changes in average service price we charge our customers for our services, changes in our subcontract costs with various external vendors who performed our outsourced services, and changes in service volume and different service mix during each reporting period. The increase in our gross profit from the six months ended September 30, 2023 to the six months ended September 30, 2024 was largely due to our increased revenue.
The decrease in our gross margin was primarily attributable to the decrease in the average service price as the YSX Operating Companies obtained more service contracts from various insurance brokerages paying us lower service fees to perform the value-added services. Our gross profit and gross margin were also affected by different service mixes during each reporting period. In the six months ended September 30, 2024, we earned more revenue from services with higher costs and lower margin than we did on the six months ended September 30, 2023. These factors led to the decrease in our gross margin in the six months ended September 30, 2024.
Operating expenses
The following table sets forth the breakdown of our operating expenses for the six months ended September 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the six months ended September 30, | | |||||||||||||
| | | 2024 | | 2023 | | Variance | ||||||||||
| | **** | Amount | **** | % | Amount | **** | % | Amount | **** | % | | |||||
| | | | | | | | | | | | | | | | | |
| Total revenue | | $ | 34,094,368 | | 100.0 | % | $ | 26,497,821 | **** | 100.0 | % | $ | 7,596,547 | **** | 28.7 | % |
| Operating expenses: | | | ||||||||||||||
| Selling expenses | | 66,471 | 0.2 | % | 57,991 | 0.2 | % | 8,480 | 14.6 | % | ||||||
| General and adminsitrative expenses | | 1,064,198 | 3.1 | % | 400,617 | 1.5 | % | 663,581 | 165.6 | % | ||||||
| Research and development expenses | | 113,652 | 0.3 | % | 102,331 | 0.4 | % | 11,321 | 11.1 | % | ||||||
| Total operating expenses | | $ | 1,244,321 | 3.6 | % | $ | 560,939 | 2.1 | % | $ | 683,382 | 121.8 | % |
Selling expenses
Our selling expenses primarily include salary and employee benefit expenses paid to our sales personnel, office rental expense, business travel, meals and entertainment expense and other sales promotion and marketing activities related expenses.
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the six months ended September 30, | ||||||||||||||
| | **** | 2024 | **** | 2023 | **** | Variance | ||||||||||
| | **** | Amount | **** | % | **** | Amount | | % | | Amount | **** | % | | |||
| | | | | | | | | | | | | | | | | |
| Salary and employee benefit expenses | | $ | 53,917 | 81.1 | % | $ | 45,380 | 78.3 | % | | 8,537 | 18.8 | % | |||
| Office rental expense | | 12,554 | 18.9 | % | 12,339 | 21.3 | % | | 215 | 1.7 | % | |||||
| Travel, meals and entertainment expenses | | — | 0.0 | % | 272 | 0.5 | % | | (272) | (100.0) | % | |||||
| Total selling expenses | | $ | 66,471 | 100.0 | % | $ | 57,991 | 100.0 | % | $ | 8,480 | 14.6 | % |
Our selling expenses increased by $8,480, or 14.6%, from $57,991 in six months ended September 30, 2023 to $66,471 for six months ended September 30, 2024, primarily attributable to the increase in salary, employee benefit, and sales commission paid to our sales personnel by $8,537, or 18.8%, from $45,380 in six months ended September 30, 2023 to $53,917 in six months ended September 30, 2024. As a percentage of revenues, selling expenses were 0.2% and 0.2% of our total revenues for the six months ended September 30, 2024 and 2023, respectively.
11
General and Administrative Expenses
Our general and administrative expenses primarily consist of employee salaries, welfare and insurance expenses, bad debt expenses, depreciation and amortization, rent expenses, office supply and utility expenses and professional service and consulting expenses.
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the six months ended September 30, | ||||||||||||||
| | | 2024 | | 2023 | | Variance | ||||||||||
| | **** | Amount | **** | % | **** | Amount | **** | % | **** | Amount | **** | % | | |||
| | | | | | | | | | | | | | | | | |
| Salary and employee benefit expenses | | $ | 180,933 | 17.0 | % | $ | 167,389 | 41.8 | % | $ | 13,544 | 8.1 | % | |||
| Professional and consulting expenses | | 463,775 | 43.6 | % | 329,747 | 82.3 | % | 134,028 | 40.6 | % | ||||||
| Bad debt recovery (expenses) | | 286,081 | 26.9 | % | (215,208) | (53.7) | % | 501,289 | (232.9) | % | ||||||
| Rent and property management expense | | 48,123 | 4.5 | % | 41,882 | 10.5 | % | 6,241 | 14.9 | % | ||||||
| Depreciation and amortization expenses | | 4,097 | 0.4 | % | 4,354 | 1.1 | % | (257) | (5.9) | % | ||||||
| Office expenses | | 17,344 | 1.6 | % | 20,357 | 5.1 | % | (3,013) | (14.8) | % | ||||||
| Entertainment and transportation expenses | | 59,726 | 5.6 | % | 47,954 | 12.0 | % | 11,772 | 24.5 | % | ||||||
| Other expenses | | 4,119 | 0.4 | % | 4,142 | 1.0 | % | (23) | (0.6) | % | ||||||
| Total general and administrative expenses | | 1,064,198 | 100.0 | % | 400,617 | 100.0 | % | 663,581 | 165.6 | % |
Our general and administrative expenses increased by $663,581, or 165.6%, from $400,617 in the six months ended September 30, 2023 to $1,064,198 in the six months ended September 30, 2024, primarily attributable to (i) our professional and consulting service fees that increased significantly by $134,028, or approximately 40.6%, from $329,747 in the six months ended September 30, 2023 to $463,775 in the six months ended September 30, 2024, mainly due to the increased professional expenses we paid to third-party professionals for business strategy and planning purposes and increased audit fees in connection with our proposed IPO; (ii) our salaries, welfare expenses and insurance expenses paid to administrative employees increased by $13,544, or 8.1%, because the number of our administrative employees increased in the six months ended September 30, 2024, which led to an increase in our salary and employee benefit expenses in the six months ended September 30, 2024; (iii) the amount of bad debt expenses increased by $501,289, or 232.9%, from $215,208 of net bad debt recovery in 2023 to $286,081 of net bad debt expenses in fiscal year 2024. Our entertainment and transportation expenses increased by $11,772, or 24.5%, from $47,954 in the six months ended September 30, 2023 to $59,726 in the six months ended September 30, 2024 primarily due to the increased number of administrative employees to support our expanded business operations in the six months ended September 30, 2024. The overall increase in our general and administrative expenses in the six months ended September 30, 2024 as compared to the six months ended September 30, 2023 reflected the above-mentioned factors combined. As a percentage of revenues, general and administrative expenses were 3.1% and 1.5% of our revenue for the the six months ended September 30, 2024 and 2023, respectively.
Research and development expenses
Our research and development expenses primarily consist of salaries, welfare and insurance expenses paid to our employees involved in the research and development activities associated with our IT platform, rent expenses and other miscellaneous expenses.
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | For the six months ended September 30, | ||||||||||||||
| | **** | 2024 | **** | 2023 | **** | Variance | ||||||||||
| | **** | Amount | **** | % | **** | Amount | **** | % | **** | Amount | **** | % | | |||
| | | | | | | | | | | | | | | | | |
| Salary and welfare expenses | | $ | 93,045 | 81.9 | % | $ | 81,884 | 80.0 | % | $ | 11,161 | 13.6 | % | |||
| Rent expenses | | 20,267 | 17.8 | % | 19,690 | 19.2 | % | 577 | 2.9 | % | ||||||
| Other expenses | | 340 | 0.3 | % | 757 | 0.7 | % | (417) | (55.1) | % | ||||||
| Total research and development expenses | | $ | 113,652 | 100.0 | % | $ | 102,331 | 100.0 | % | $ | 11,321 | 11.1 | % |
Our research and development activities primarily related to software development in order to provide IT solutions to help customers to optimize their data management system and mobile app. Research and development expenses increased by $11,321, or 11.1%, from $102,331 for the six months ended September 30, 2023 to $113,652 for the six months ended September 30, 2024. As a percentage of revenues, research and development expenses were 0.3% and 0.4% of our revenue for the six months ended September 30, 2024 and 2023, respectively.
12
Other income (expenses), net
Other income (expenses) primarily included interest income, interest expenses, investment income, and other non-operating income or expenses.
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | For the six months ended September 30, | | |||||||||||||
| | | 2024 | | 2023 | | Variance | | |||||||||
| | **** | Amount | **** | % | **** | Amount | **** | % | **** | Amount | **** | % | | |||
| Interest expenses | | $ | (62,438) | (1,094.8) | % | $ | (50,324) | (36.0) | % | $ | (12,114) | 24.1 | % | |||
| Interest income | | 654 | 11.5 | % | 819 | 0.6 | % | (165) | (20.1) | % | ||||||
| Investment income | | 20,282 | 355.6 | % | 13,731 | 9.8 | % | 6,551 | 32.3 | % | ||||||
| Other income | | 64,598 | 1,132.7 | % | 181,885 | 130.0 | % | (117,287) | (64.5) | % | ||||||
| Other non-operating expenses | | (17,393) | (305.0) | % | (6,243) | (4.5) | % | (11,150) | 178.6 | % | ||||||
| Total other income (expenses), net | | $ | 5,703 | 100.0 | % | $ | 139,868 | 100.0 | % | $ | (134,165) | (95.9) | % |
Total net other income decreased by $134,165, from net other income of $139,868 in the six months ended September 30, 2023 to net other income of $5,703 in the six months ended September 30, 2024. The decrease was mainly due to (i) interest expense, which increased by $12,114, or 24.1%, from $50,324 in the six months ended September 30, 2023 to $62,438 in the six months ended September 30, 2024, mainly due to an increase in the total debt borrowing balance as of September 30, 2024 as compared to the same period of 2023; (ii) our other income primarily related to a VAT tax refund by local tax authorities as an incentive to encourage enterprises to establish their business operations in specific regions and to stimulate local economy development. The other income decreased by $117,287, or 64.5%, from $181,885 in the six months ended September 30, 2023 to $64,598 in the six months ended September 30, 2024 because we received higher amount of VAT tax refund in the six months ended September 30, 2023 than we did in the six months ended September 30, 2024.
The overall decrease in our net other income (expenses) from the six months ended September 30, 2023 to the six months ended September 30, 2024 reflected the abovefactors.
Provision for Income Taxes
Our income tax provision decreased by $51,086, or 10.5%, from $485,787 in the six months ended September 30, 2023 to $434,701 in the six months ended September 30, 2024, primarily due to our decreased taxable income. Under the Enterprise Income Tax (“EIT”) Law of the PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are normally subject to a unified 25% enterprise income tax rate while preferential tax rates, tax holidays, or exemptions may be granted on a case-by-case basis. The VIE entity Xinjiang YSX and its subsidiaries, Anjielun and Chuangzhan, are all incorporated in Kashi city of Xinjiang Uygur Autonomous Region, where tax reduction and exemption policies were adopted and promulgated by local government to grant qualified enterprises enterprise income tax exemption for the first five years and a reduced corporate income tax of 10% to 15% thereafter, as an incentive to attract enterprises to establish their business operations in such region and to stimulate local economy development. As a result, Xinjiang YSX is entitled to income tax exemption from 2015 to 2020 and then subject to 15% income tax rate starting from January 2021. Anjielun is entitled to income tax exemption from 2018 to 2022 and then subject to 10% income tax rate since January 2023, and Chuangzhan is entitled to income tax exemption from 2021 to 2025 and will be subject to 15% income tax rate starting from January 2026. Xinjiang YSX’s subsidiary, Guangzhou YSX Network, is located in Guangzhou city of Guangdong province as a general taxpayer and is subject to 25% income tax rate. In addition, EIT grants preferential tax treatment to High and New Technology Enterprises (“HNTEs”). Under this preferential tax treatment, HNTEs are entitled to an income tax rate of 15%, subject to a requirement that they re-apply for their HNTE status every three years. EIT is typically governed by the local tax authority in PRC. Each local tax authority at times may grant tax holidays to local enterprises as a way to encourage entrepreneurship and stimulate local economy. The Company’s other VIE, Xihang, was approved as a HNTE on December 20, 2021 and is now entitled to a reduced income tax rate of 15% with a term of three years.
As a result of the above, our corporate income taxes for the six months ended September 30, 2024 and 2023 were reported at a blended reduced rate. Our effective income tax rate was 18.4% and 16.4% for the six months ended September 30, 2024 and 2023, respectively. The impact of the tax holidays and exemptions noted above decreased the PRC corporate income taxes by $155,773 and $253,599 for the six months ended September 30, 2024 and 2023, respectively. The benefit of the tax holidays on net income per share (basic and diluted) of $0.01 and $0.01 for the six months ended September 30, 2024 and 2023, respectively.
Net Income
As a result of the foregoing, we reported a net income of $1,927,195 for the six months ended September 30, 2024, representing a $544,562 decrease from the net income of $2,471,757 for the six months ended September 30, 2023. 13
Liquidity and Capital Resources
We were incorporated in the Cayman Islands as a holding company and our Cayman Islands holding company did not have active business operations as of September 30, 2024. Our consolidated assets and liabilities and consolidated revenue and net income are the operation results of the VIEs. The ability of our PRC subsidiary and the VIEs to transfer funds to us in the form of loans or advances or cash dividends is materially restricted by regulatory provisions in accordance with laws and regulations in the PRC. Our ability to pay dividends is primarily dependent on our receiving distributions of funds from our PRC subsidiary and the VIEs. Relevant PRC statutory laws and regulations permit payments of dividends by YSX WFOE, the VIEs and the subsidiaries of the VIEs (collectively “YSX PRC entities”) only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. As of the date of this prospectus, our Company, our subsidiaries, and the VIEs have not distributed any earnings or settled any amounts owed under the VIE Agreements. Our Company, our subsidiaries, and the VIEs do not have any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future.
As of September 30, 2024, there were no cash transfers among our Cayman Islands holding company and our subsidiary and the VIEs in the PRC in terms of loans or advances or cash dividends. Funds were transferred among the VIEs and their subsidiaries, or YSX PRC Entities, as intercompany loans, and used for working capital purposes and amounted to approximately $2.6 million and approximately $2.5 million during the six months ended September 30, 2024 and 2023, respectively.
As of September 30, 2024, we had $5,444,920 in cash and cash equivalents on hand as compared to $4,283,794 as of March 31, 2024. We also had short-term investment of $437,115 which were wealth management financial products that we purchased from PRC banks or financial institution with maturities within one year. The banks or financial institution invest the Company’s funds in certain financial instruments including money market funds, bonds or mutual funds, with average rate of return on these investments of 1.95% to 2.25% per annual. Such short-term investment is highly liquid and can be used as our working capital when needed.
We also had $9,858,094 in net accounts receivable from third-party customers and accounts receivable of $4,024,951 from related party customers. Our accounts receivable primarily included balances due from customers (including insurance companies and brokerages and other customers) for our services rendered, where our performance obligations had been satisfied and our fees had been billed but had not been collected as of the balance sheet date. Approximately 63.2% of the September 30, 2024 and 97.9% of the March 31, 2024 accounts receivable balance has been collected:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Balance as | | | | | | | |
| | | of | | | | | % of | | |
| | | September 30, | | Subsequent | | subsequent | | ||
| Accounts receivable by aging bucket | **** | 2024 | **** | collection | **** | collection | | ||
| Less than 6 months | | $ | 9,753,637 | | $ | 6,490,856 | 66.5 | % | |
| From 7 to 9 months | | 116,735 | | 116,735 | 100.0 | % | |||
| From 10 to 12 months | | 66,048 | | 33,675 | 51.0 | % | |||
| Over 1 year | | 578,688 | | — | 0.0 | % | |||
| Total gross accounts receivable | | $ | 10,515,108 | | $ | 6,641,266 | 63.2 | % |
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | | Balance as | | | | | | | |
| | | of | | | | | % of | | |
| | | March 31, | | Subsequent | | subsequent | | ||
| Accounts receivable by aging bucket | **** | 2024 | **** | collection | **** | collection | | ||
| Less than 6 months | | $ | 8,834,530 | | $ | 8,834,530 | 100.0 | % | |
| From 7 to 9 months | | 212,590 | | 212,590 | 100.0 | % | |||
| From 10 to 12 months | | 298,518 | | 298,518 | 100.0 | % | |||
| Over 1 year | | 200,845 | | — | 0.0 | % | |||
| Total gross accounts receivable | | $ | 9,546,483 | | $ | 9,345,638 | 97.9 | % |
As of September 30, 2024, we had accounts receivable from related party customers of $4,024,951. Approximatly 99.5% of the September 30, 2024 balance has been collected and the remaining balance is expected to be collected by February 2025.
As of September 30, 2024 and March 31, 2024, we had advances to vendors of $10,690,258 and $8,123,120, respectively. Advance to vendors represents the balance paid to various vendors for performing the car wash, car towing and car inspection services that the Company outsources to them, and such services have not been completed as of the balance sheet dates. These advances are interest free, unsecured and short-term in nature and are reviewed periodically to determine whether their carrying value has become impaired. As of September 30, 2024 and March 31, 2024, there was no allowance recorded, as the Company considers all of the advance to vendors balance fully realizable. The March 31, 2024 advance to vendors balance has been fully realized. For the balance as of September 30, 14
2024, approximately $10.7 million or 99.9% of advances to vendors balance has been realized subsequently when the vendors have rendered the value-added services for the Company.
As of September 30, 2024 we had outstanding accounts payable (“AP”) of $1,845,371 representing a balance due to suppliers for outsourcing services. We also had outstanding debt of approximately $3.6 million borrowed from PRC financial institutions and a related party as working capital (including short-term loans of $1,635,887, current portion of long-term loans of $142,499, long-term loan from a related party of $1,353,739 and a long-term bank loan of $427,497). We expect that we would be able to renew all of our existing bank loans or loans payable upon their maturity based on past experience and our good credit history.
As of September 30, 2024, we had taxes payable of $3,110,014, due to our increased taxable income.
The balance due to a related party was $562,644 as of September 30, 2024, representing borrowing from our shareholders for working capital purposes during our normal course of business. Such advance was non-interest bearing and due on demand.
As of September 30, 2024, our working capital balance amounted to approximately $22.7 million.
In assessing our liquidity, management monitors and analyzes our cash on-hand, our ability to generate sufficient revenue in the future, and our operating and capital expenditure commitments. We believe that our current cash and cash flows provided by operating activities will be sufficient to meet our working capital needs in the next 12 months from the date of our unaudited condensed consolidated financial statements are released.
The following table sets forth summary of our cash flows for the periods indicated:
| | | | | | | |
|---|---|---|---|---|---|---|
| | | For the six month ended | ||||
| | | September 30, | ||||
| | **** | 2024 | **** | 2023 | ||
| Net cash used in operating activities | | $ | (688,641) | | $ | (3,722,802) |
| Net cash provided by (used in) investing activities | | 1,681,833 | | (208,723) | ||
| Net cash (used in ) provided by financing activities | | (3,500) | | 2,774,941 | ||
| Effect of exchange rate change on cash | | 171,434 | | (193,039) | ||
| Net increase (decrease) in cash | | 1,161,126 | | (1,349,623) | ||
| Cash, beginning of year | | 4,283,794 | | 3,386,386 | ||
| Cash, end of year | | $ | 5,444,920 | | $ | 2,036,763 |
Operating Activities
Net cash used in operating activities amounted to $688,641 for the six months ended September 30, 2024, which primarily consisted of the following:
| ● | Net income of $1,927,195 for the the six months ended September 30, 2024. |
|---|---|
| ● | An increase in accounts receivable from third-party customers of $673,890 and an increase in accounts receivable from related party customers of $1,042,282. Approximately 63.2% of the September 30, 2024 accounts receivable has been collected and the remaining balance is expected to be collected by March 2025. Approximately 99.5% of the September 30, 2024 accounts receivable from related parties balance has been subsequently collected back. |
| --- | --- |
| ● | An increase in advance to vendors of $2,271,580 because increased the payment to various vendors for performing the car wash, car towing, and car maintenance services during the six months ended September 30, 2024. The March 31, 2024 outstanding balance of advance to vendors has been realized when our outsourced services have been performed by these vendors. For the balance as of September 30, 2024, approximately $10.7 million or 99.9% of advances to vendors balance has been realized subsequently when the vendors have rendered the value-added services for the Company. |
| --- | --- |
| ● | An increase in accounts payable of $268,842 from third-party suppliers, because we have not received the invoice from suppliers and have not settled such amount with suppliers as of the balance sheet date. |
| --- | --- |
| ● | An increase in taxes payable of $443,494 due to increased taxable income. |
| --- | --- |
15
Net cash used in operating activities was $3,722,802 for the six months ended September 30, 2023, which primarily consisted of the following:
| ● | Net income of $2,471,757 for the six months ended September 30, 2023. |
|---|---|
| ● | An increase in accounts receivable from third-party customers of $1,394,491 and a decrease in accounts receivable from related party customers of $368,400. Approximately 92.3% of the September 30, 2023 accounts receivable balance has been subsequently collected. The September 30, 2023 accounts receivable from related party customers have been fully collected. |
| --- | --- |
| ● | An increase in advances to vendors of $6,086,274 because we increased the payment to various vendors for performing the car wash, car towing and car inspection services as we expanded our business in the six months ended September 30, 2023. The September 30, 2023 advances to vendors balance has been fully realized when the vendors have rendered the value-added services for the Company. |
| --- | --- |
| ● | An increase in accounts payable of $692,459 from third-party suppliers, and we have not received the invoices from the suppliers and have not settled the payment to suppliers as of the balance sheet date. |
| --- | --- |
| ● | An increase in taxes payable of $614,111 primarily due to our increased taxable income. |
| --- | --- |
Investing Activities
Net cash provided by investing activities amounted to $1,681,833 for the six months ended September 30, 2024, primarily consisting of (i) purchase of fixed assets of 1,474; (ii) proceeds upon maturity of short-term investment of $1,683,307.
Net cash used in investing activities amounted to $208,723 for the six months ended September 30, 2023, primarily consisting of (i) purchase of short-term investments of $2,805,403, because we purchased certain wealth management financial products from financial institutions in order to earn investment income, (ii) proceeds upon maturity of short-term investment of $2,104,052, and (iii) proceeds from termination of a long-term investment in an equity investee of $493,171 (RMB 3.5 million). In August 2022, we invested approximately $0.5 million (RMB3.5 million) in Hengding, in exchange for a 17.5% ownership interest in Hengding. We consider that we can exert certain influence but do not own a majority equity interest or otherwise control over Hengding’s business operations. We are not deemed to be the primary beneficiary of Hengding, as we have no power to direct the activities that most significantly affect the economic performance of Hengding. We accounted for this investment using the measurement alternative in accordance with ASC 321 and records the cost method investment at historical cost and subsequently records any dividends received from the net accumulated earnings of the investee as income. Based on the investment agreement, Hengding’s remaining shareholders are required to contribute RMB16.5 million into Hengding as capital contribution before April 30, 2023. However, Hengding’s remaining shareholders failed to make such capital contribution as originally planned. In addition, our management assessed that the investment income generated from such investment did not meet our original expectation. As a result, on May 4, 2023, Xinjiang YSX passed a board resolution and agreed to sell the 17.5% ownership interest to Hengding’s remaining shareholders at the historical cost of RMB3.5 million plus any investment income generated within our investment period. We fully received the payment from Hengding by June 16, 2023. We do not believe the termination of the investment in Hengding represents a strategic shift of our business and accordingly the termination is not accounted as discontinued operations in accordance with ASC 205-20.
Financing Activities
Net cash used in financing activities amounted to $3,500 for the six months ended September 30, 2024, primarily consisting of proceeds from short-term bank loans of $1,943,743, repayment of short-term bank loans of $1,917,363, repayment of long-term bank loans of $69,419, repayment of a related party long-term loan of $69,419, proceeds from borrowing from related parties of $141,000 and payment for initial public offering costs of $32,042 in connection with our intended IPO.
Net cash provided by financing activities amounted to $2,774,941 for the six months ended September 30, 2023, primarily consisting of proceeds from short-term bank loans of $4,279,643, repayment of short-term bank loans of $2,175,590, proceeds from long-term bank loans of $701,351, repayment of long-term bank loans of $589,135, repayment of long-term bank loans of $841,621 to a related party, proceeds from short-term loan from a related party of $1,402,702, proceeds from borrowing from related parties of $177,023 and payment for initial public offering costs of $179,432 in connection with our intended IPO. 16
Commitments and contingencies
From time to time, we are a party to various legal actions arising in the ordinary course of business. We accrue costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. For the six months ended September 30, 2024 and 2023, we did not have any material legal claims or litigation that, individually or in the aggregate, could have a material adverse impact on our unaudited condensed consolidated financial position, results of operations and cash flows.
As of September 30, 2024, we had the following contractual obligations:
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Total | Less than 1 year | 1-3 years | 3-5 years | ||||||||
| Prepayment of short-term loans | | $ | 1,635,887 | | $ | 1,635,887 | | $ | — | | $ | — |
| Repayment of long-term loans | | 569,996 | | 142,499 | | 427,497 | | — | ||||
| Repayment of long-term loans from related party | | 1,353,739 | | — | | 1,353,739 | | — | ||||
| Operating lease obligations | | 209,463 | | 93,174 | | 92,151 | | 24,138 | ||||
| Total | | $ | 3,769,085 | | $ | 1,871,560 | | $ | 1,873,387 | | $ | 24,138 |
(1)As of September 30, 2024, we borrowed a total of $3,559,622 in loans from PRC banks, financial institutions and a related party for working capital (including short-term loans of $1,635,887, current portion of long-term loans of $142,499, long-term loan of $427,497 and long-term loan of $1,353,739 borrowed from a related party).
(2)The Company leases office spaces from third parties under non-cancelable operating lease. Lease expense for the six months ended September 30, 2024 and 2023 was $44,983 and $46,154, respectively.
The following table summarizes the maturity of operating lease liabilities and future minimum payments of operating leases as of September 30, 2024:
| | | | |
|---|---|---|---|
| | **** | Amounts | |
| Twelve months ending September 30, | | ||
| 2025 | | $ | 99,576 |
| 2026 | | 84,582 | |
| 2027 | | 13,901 | |
| 2028 | | 9,674 | |
| 2029 | | 9,674 | |
| Thereafter | | 6,449 | |
| Total lease payments | | 223,856 | |
| Less: imputed interest | | (14,393) | |
| Total operating lease liabilities | | $ | 209,463 |
Guarantees
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | | | | | | | | | | | | | Amount of | |
| | | | | | | | | | | | | | Financial | | bank loans | |
| | | | Maximum | | | institution | guaranteed as | |||||||||
| | | Guarantee (party | | | | guarantee | | Guarantee | | Guarantee | | issuing | | of September 30, | ||
| Guarantor | | being guaranteed) | | Relationship | | amount | | starting date | | expiration date | | loans | | 2024 | ||
| Xinjiang YSX | Tanbao Network Technology (Guangzhou) Co., Ltd. (borrower) | Third-party customer of the Company | | $ | 1,424,989 | | January 1, 2021 | | December 31, 2029 | Bank of China Yuexiu Branch | | $ | 1,399,339 | |||
| Xinjiang YSX | Guangzhou Zhuohang Information Technology Co., Ltd. (borrower) | Third-party customer of the Company | | $ | 1,424,989 | | January 1, 2021 | | December 31, 2029 | Bank of China Yuexiu Branch | | $ | 1,382,239 | |||
| Xinjiang YSX and its branch company Guangzhou YSX | Mr. Jie Xiao (borrower) | Related party | | $ | 2,137,483 | | June 2, 2023 | | June 2, 2026 | GZ Rural Bank | | $ | 1,424,989 |
17
As of September 30, 2024 and March 31, 2024, Xinjiang YSX held several guarantee agreements with PRC banks to provide credit guarantee of approximately $4.2 million (RMB 29.52 million) in bank loans borrowed by two unrelated parties and one related party borrowed, including:
(1).In connection with a RMB 9.82 million (approximately $1,399,339) loan that a third-party customer, Tanbao Network Technology (Guangzhou) Co., Ltd. (“Tanbao Technology”), borrowed from Bank of China (“BOC”) Yuexiu Branch, Xinjiang YSX signed a guarantee agreement with BOC to provide a maximum credit guarantee of RMB 10 million (approximately $1,424,989) that Tanbao Technology may borrow from BOC during the period from January 1, 2021 to December 31, 2029. Tanbao Technology started to draw funds under the line of credit during the year ended March 31, 2024, with a loan balance of RMB 9.82 million (approximately $1,399,339) as of September 30, 2024.
(2).In connection with a RMB 9.7 million (approximately $1,382,239) loan that a third-party customer, Zhuohang Information Technology Co., Ltd. (“Zhuohang”), borrowed from Bank of China (“BOC”) Yuexiu Branch, Xinjiang YSX signed a guarantee agreement with BOC to provide a maximum credit guarantee of RMB 10 million (approximately $1,424,989) that Zhuohang may borrow from BOC during the period from January 1, 2021 to December 31, 2029. Zhuohang started to draw funds under the line of credit during the year ended March 31, 2024, with a loan balance of RMB 9.7 million (approximately $1,382,239) as of September 30, 2024.
(3).As disclosed in Note 6 and Note 8, in connection with a RMB 10 million (approximately $1,424,989) loan that a related party, Mr. Jie Xiao borrowed from GZ Rural Bank, Xinjiang YSX and its branch company, Guangzhou YSX signed a guarantee agreement with GZ Rural Bank to provide a maximum credit guarantee of RMB 15 million (approximately $2,137,483) that Mr. Jie Xiao may borrow from GZ Rural Bank during the period from June 2, 2023 to June 2, 2026.
The Company did not, however, accrue any liability in connection with these guarantees because the above-mentioned borrowers have been current in their loan repayment obligation and the Company has not experienced any losses from providing such guarantees. As of the date of this report, the Company has evaluated the guarantees and has concluded that the likelihood of having to make any payments under the guarantee agreements are remote because both Tanbao Technology and Zhuohang have been the Company’s long-term customers and they are currently in good financial conditions and are not likely to default the loans. In addition, the loan that Mr. Jie Xiao borrowed from GZ Rural Bank is now being used by the Company as its working capital. In the opinion of the management, it is not probable that the Company will incur losses caused by the guarantees within the foreseeable future. However, if the borrowers are unable to repay the loans upon maturity, the Company may be required to pay back the loans, in which case, the Company’s business, prospects, financial condition and results of operations may be adversely affected.
Trend Information
Other than as disclosed elsewhere in this prospectus, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our net revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2024 and March 31, 2024.
Inflation
Inflation did not materially affect our business or the results of our operations.
Seasonality
Our business, which is closely related to the insurance industry, is subject to fluctuations as a result of seasonality. The first quarter of a calendar year is an important period in terms of insurance sales, and usually accounts for more than 30% of an insurance company’s annual new premiums. During the "Customer Service Festival", usually around March to May, insurance companies tend to increase marketing expenses. Furthermore, there is usually an increase of premium sales from September to December in preparation for the next year. We tend to experience an increase in sales from September through the end of year. Therefore, our half-year results may not accurately reflect the revenue trend for the whole year.
Critical Accounting Policies and Estimates
See Note 2 to the unaudited condensed consolidated financial statements. 18
Exhibit 99.3

YSX TECH. CO., LTD Announces Financial Results for the Six Months Ended September 30, 2024
Guangzhou, Feb. 24, 2025 (GLOBE NEWSWIRE) -- YSX TECH. CO., LTD (the “Company” or “YSXT”), a Cayman Islands exempted company that, through its variable interest entities in China, provides comprehensive business solutions mainly for insurance companies and brokerages in China, today announced its unaudited financial results for the six months ended September 30, 2024.
Key highlight s
| - | Total revenue increased by approximate $7.6 million, or 28.7%, to approximately $34.1 million for the six months ended September 30, 2024, from $26.5 million during the same period in 2023. |
|---|---|
| - | Revenue from auto insurance aftermarket value-added services increased by 31.8% from approximately $21.4 million to $28.2 million, which was mainly due to 879.2% revenue increase of vehicle driving risk screening services, from approximately $2.6 million to $25.4 million for the six months ended September 30, 2024. |
| --- | --- |
| - | Total number of value-added services performed (service volume) increased by 59.7% to approximately 2.1 million for the six months ended September 30, 2024 from the same period in 2023. |
| --- | --- |
| - | Gross profit increased by 6.6% to approximately $3.6 million for the six months ended September 30, 2024 from the same period in 2023, but gross margin declined to 10.6% from 12.7%. |
| --- | --- |
| - | Net income declined by approximately $0.6 million, or 22.0%, to approximately $1.9 million for the six months ended September 30, 2024 from $2.5 million in 2023. |
| --- | --- |
Mr. Jie Xiao, CEO of YSX TECH. CO., LTD, stated: “We are pleased with our revenue growth, which has highlighted the rising demand for our services and our ability to expand market share. However, profitability was impacted by changes in our customer mix and pricing dynamics. As we continue expanding geographically and diversifying our services, we plan to implement measures refining our pricing strategies to address these challenges and improve margins."
“We expect continued revenue growth in the near future, supported by rising demand for our services, and we will continue optimizing our service mix, improving cost efficiencies, in order to keep pursuing sustainable long-term growth. The Company will provide further details about its financial results in its upcoming earnings announcement.”
Unaudited Financial Results for the Six Months Ended September 30, 2024
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| | **** | For the six months ended September 30, | |||||||
| In USD Millions, | | 2024 | | 2023 | | Variances | **** | ||
| except percentages | | Amount | **** | Amount | **** | % | | ||
| Total revenue | | 34.1 | | 26.5 | 28.7 | % | |||
| Total cost of revenue | | 30.5 | | 23.1 | 31.9 | % | |||
| Gross profit | | 3.6 | | 3.4 | 6.6 | % | |||
| Income from operations | | 2.4 | | 2.8 | (16.4) | % | |||
| Net income | | $ | 1.9 | | $ | 2.5 | (22.0) | % |
Total revenue increased by approximate $7.6 million, or 28.7%, to approximately $34.1 million for the six months ended September 30, 2024, from $26.5 million during the same period in 2023. The increase was primarily due to the Company having obtained more service contracts from various insurance companies and brokerages.
| ● | Revenue from auto insurance aftermarket value-added services grew by approximately $6.8 million, or 31.8%, due to a significant 59.7% increase in the service volume of Auto Insurance Aftermarket Value-added Services, from approximately 1.3 million service calls in the six months ended September 30, 2023 to 2.1 million service calls in the six months ended September 30, 2024. |
|---|---|
| ● | Revenue from other scenario-based customized services grew by approximately $1.3 million, or 31.2%, driven by increased customer demand and higher average service prices. |
| --- | --- |
| ● | However, revenue from software development and information technology services decreased by approximately $0.5 million, or 63.5%, compared to the prior period, primarily due to decrease in the average service price the Company charged customers for such services. |
| --- | --- |
Cost of revenue increased by $7.4 million, or 31.9%, from $23.1 million in the six months ended September 30, 2023 to $30.5 million in the six months ended September 30, 2024, primarily due to the increased subcontract costs as a result of the service volume of car wash, car towing, vehicle inspection and maintenance services, etc. increasing by 59.7% from the six months ended September 30, 2023 to the six months ended September 30, 2024.
Gross profit increased by 6.6% to approximately $3.6 million for the six months ended September 30, 2024 from the same period in 2023, but gross margin declined to 10.6% from 12.7%, reflecting pricing pressure on contracts with insurance brokerages.
Total operating expenses increased by $0.7 million, or 121.8% from $0.6 million in the six months ended September 30, 2023 to $1.2 million in the six months ended September 30, 2024, primarily driven by increases in selling expenses, general and administrative expenses and research and development expenses.
Net income declined by approximately $0.6 million, or 22.0%, to approximately $1.9 million for the six months ended September 30, 2024 from $2.5 million in 2023, due to reduced gross margin and higher operational expenses.
Cash and cash equivalents was approximately $5.4 million as of September 30, 2024, as compared to approximately $4.3 million as of March 31, 2024.
About YSX TECH. CO., LTD
Primarily operating in Xinjiang and Guangdong provinces, YSX TECH. CO., LTD is a Cayman Islands exempted company that, through its variable interest entities in China, provides comprehensive business solutions mainly for insurance companies and brokerages in China. The Company possesses in-depth knowledge of the Chinese insurance industry accumulated from years of servicing customers, and specializes in auto insurance aftermarket value-added services, software development and information technology services, as well as other scenario-based customized services, such as products and customer development services. For more information please visit: https://ir.ysxtechcay.com and https://www.ysxnet.com.
Forward-Looking Statement
This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company's expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and other factors discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
At the Company marketing@ysxnet.com +86 (20) 2984 2002
Investor Relations WFS Investor Relations Inc. Janice Wang Email: services@wealthfsllc.com Phone: +86 13811768599 +1 628 283 9214
YSX TECH. CO., LTD AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
| | | | | | | |
|---|---|---|---|---|---|---|
| | | As of | ||||
| | **** | September 30, 2024 | **** | March 31, 2024 | ||
| | (Unaudited) | | | | ||
| ASSETS | | | ||||
| CURRENT ASSETS | | | ||||
| Cash | | $ | 5,444,920 | | $ | 4,283,794 |
| Short-term investment | | 437,115 | | 2,103,762 | ||
| Accounts receivable, net of $657,014 and $382,731, respectively | | 9,858,094 | | 9,163,752 | ||
| Accounts receivable, related parties | | 4,024,951 | | 2,871,872 | ||
| Advances to vendors | | 10,690,258 | | 8,123,120 | ||
| Due from related parties | | — | | 2,197 | ||
| Deferred initial public offering costs | | 153,987 | | 118,103 | ||
| Other current assets | | 757,038 | | 848,185 | ||
| TOTAL CURRENT ASSETS | | 31,366,363 | | 27,514,785 | ||
| | | | | | | |
| Property and equipment, net | | 44,560 | | 54,486 | ||
| Right-of-use operating lease assets | | 190,240 | | 224,835 | ||
| Deferred tax assets | | 116,609 | | 76,821 | ||
| TOTAL NONCURRENT ASSETS | | 351,409 | | 356,142 | ||
| TOTAL ASSETS | | $ | 31,717,772 | | $ | 27,870,927 |
| | | | | | | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | ||||
| CURRENT LIABILITIES | | | ||||
| Short-term bank loans | | $ | 1,635,887 | | $ | 1,563,452 |
| Current portion of long-term loans | | 142,499 | | 138,481 | ||
| Accounts payable | | 1,845,371 | | 1,525,192 | ||
| Deferred revenue | | 8,010 | | 14,099 | ||
| Taxes payable | | 3,110,014 | | 2,579,976 | ||
| Due to related parties | | 562,644 | | 417,557 | ||
| Operating lease liabilities, current | | 91,387 | | 83,477 | ||
| Accrued expenses and other current liabilities | | 1,257,021 | | 883,805 | ||
| TOTAL CURRENT LIABILITIES | | 8,652,833 | | 7,206,039 | ||
| | | | | | | |
| Operating lease liabilities, non-current | | 118,076 | | 160,706 | ||
| Long-term loans | | 427,497 | | 484,684 | ||
| Long term loan, related party | | 1,353,739 | | 1,384,811 | ||
| TOTAL NONCURRENT LIABILITIES | | 1,899,312 | | 2,030,201 | ||
| | | | | | | |
| TOTAL LIABILITIES | | 10,552,145 | | 9,236,240 | ||
| | | | | | | |
| COMMITMENTS AND CONTINGENCIES | | | ||||
| | | | | | | |
| SHAREHOLDERS’ EQUITY | | | ||||
| Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 22,000,000 shared issued and outstanding, including:* | | — | | — | ||
| Class A ordinary shares, $0.0001 par value, 470,000,000 shares authorized, 20,822,675 shares issued and outstanding as of September 30, 2024 and March 31, 2024 | | 2,082 | | 2,082 | ||
| Class B ordinary shares, $0.0001 par value, 30,000,000 shares authorized, 1,177,325 shares issued and outstanding as of September 30, 2024 and March 31, 2024 | | 118 | | 118 | ||
| Additional paid-in capital | | 5,346,674 | | 5,346,674 | ||
| Statutory reserve | | 818,465 | | 741,584 | ||
| Retained earnings | | 15,570,667 | | 13,720,353 | ||
| Accumulated other comprehensive loss | | (572,379) | | (1,176,124) | ||
| TOTAL SHAREHOLDERS’ EQUITY | | 21,165,627 | | 18,634,687 | ||
| | | | | | | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 31,717,772 | | $ | 27,870,927 |
YSX TECH. CO., LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
| | | | | | | |
|---|---|---|---|---|---|---|
| | | For the Six Months ended September 30, | ||||
| | **** | 2024 | **** | 2023 | ||
| REVENUES: | | | ||||
| Revenues | | $ | 24,747,746 | | $ | 22,199,058 |
| Revenues, related parties | | 9,346,622 | | 4,298,763 | ||
| Total revenue | | **** | 34,094,368 | | **** | 26,497,821 |
| | | | | | | |
| COST OF REVENUES: | | | ||||
| Cost of revenues | | 30,493,854 | | 19,362,131 | ||
| Cost of revenues, related parties | | — | | 3,757,075 | ||
| Total cost of revenues | | 30,493,854 | | 23,119,206 | ||
| Gross profit | | 3,600,514 | | 3,378,615 | ||
| | | | | | | |
| OPERATING EXPENSES: | | | ||||
| Selling and marketing | | 66,471 | | 57,991 | ||
| General and administrative | | 1,064,198 | | 400,617 | ||
| Research and development | | 113,652 | | 102,331 | ||
| Total operating expenses | | 1,244,321 | | 560,939 | ||
| | | | | | | |
| INCOME FROM OPERATIONS | | 2,356,193 | | 2,817,676 | ||
| | | | | | | |
| OTHER INCOME (EXPENSES): | | | ||||
| Interest expense | | (62,438) | | (50,324) | ||
| Interest income | | 654 | | 819 | ||
| Investment income | | 20,282 | | 13,731 | ||
| Other income | | 64,598 | | 181,885 | ||
| Other non-operating expenses, net | | (17,393) | | (6,243) | ||
| Total other income, net | | 5,703 | | 139,868 | ||
| | | | | | | |
| INCOME BEFORE INCOME TAX PROVISION | | 2,361,896 | | 2,957,544 | ||
| | | | | | | |
| PROVISION FOR INCOME TAXES | | 434,701 | | 485,787 | ||
| | | | | | | |
| NET INCOME | | 1,927,195 | | 2,471,757 | ||
| | | | | | | |
| OTHER COMPREHENSIVE INCOME | | | ||||
| Foreign currency translation adjustment | | 603,745 | | (920,145) | ||
| COMPREHENSIVE INCOME | | $ | 2,530,940 | | $ | 1,551,612 |
| | | | | | | |
| Earnings per ordinary share- basic and diluted | | $ | 0.09 | | $ | 0.11 |
| | | | | | | |
| Weighted average number of ordinary shares- basic and diluted | | 22,000,000 | | 22,000,000 |