UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2013
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to ___________________
Commission File Number: 001-34711
CHINA JO-JO DRUGSTORES, INC.
(Exact name of issuer as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
Room 507-513, 5th Floor A Building, Meidu Plaza
Gongshu District, Hangzhou, Zhejiang Province
People’s Republic of China
(Address of principal executive offices)
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
98-0557852
(I.R.S. Employer
Identification Number)
(Zip Code)
+86 (571) 88077078
Title of each class
Common stock, $0.001 par value
Name of each exchange on which registered
NASDAQ Capital Market
Securities registered pursuant to section 12(g) of the Act:
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every, Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. Yes o No þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
Large Accelerated Filer o
Non-accelerated filer o
Accelerated Filer o
Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
As of September 28, 2012, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $4.03 million, based on a
closing price of $0.68 per share of common stock as reported on the NASDAQ Stock Market on such date.
As of June 20, 2013, the registrant had 13,609,002 shares of common stock outstanding.
TABLE OF CONTENTS
TO ANNUAL REPORT ON FORM 10-K
FOR YEAR ENDED MARCH 31, 2013
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operation
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
PART IV
Item 15.
Exhibits, Financial Statement Schedules
Signatures
Page
4
20
36
36
37
37
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38
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44
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45
45
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Forward Looking Statements
This report contains forward-looking statements. All forward-looking statements are inherently uncertain as they are based on current expectations
and assumptions concerning future events or future performance of the registrant. Readers are cautioned not to place undue reliance on these forward-looking
statements, which are only predictions and speak only as of the date hereof. Forward-looking statements usually contain the words “estimate,” “anticipate,”
“believe,” “expect,” or similar expressions, and are subject to numerous known and unknown risks and uncertainties. In evaluating such statements, prospective
investors should carefully review various risks and uncertainties identified in this report, including the matters set forth under the captions “Risk Factors” and in
the registrant’s other SEC filings. These risks and uncertainties could cause the registrant’s actual results to differ materially from those indicated in the
forward-looking statements. The registrant undertakes no obligation to update or publicly announce revisions to any forward-looking statements to reflect future
events or developments.
Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and
factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties, and actual results and outcomes may
differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such
differences in results and outcomes include, without limitation, those specifically addressed under the heading “Risks Relating to Our Business” below, as well
as those discussed elsewhere in this report. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the
date of this report. We file reports with the Securities and Exchange Commission (“SEC”). You can read and copy any materials we file with the SEC at the
SEC’s Public Reference Room located at 100 F. Street, NE, Washington, D.C. 20549, on official business days during the hours of 10 a.m. to 3 p.m. You can
obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an
Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the
SEC, including the registrant.
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise
after the date of this report. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this report,
which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and
prospects.
ITEM 1.BUSINESS.
Overview
PART I
We are a retailer and distributor of pharmaceutical and other healthcare products typically found in a retail pharmacy in the People’s Republic of China
(“PRC” or “China”). Prior to acquiring Zhejiang Jiuxin Medicine Co., Ltd. (“Jiuxin Medicine”) in August 2011 (see “Our Corporate History and Structure –
HJ Group” below), we were primarily a retail pharmacy operator. We currently have 51 store locations under two store brands:
●
●
46 “Jiuzhou Grand Pharmacy” stores in Hangzhou; and
Five “Lydia Grand Pharmacy” stores in Shanghai, including one “Lydia Zhongxing Grand Pharmacy,” one “Lydia Weifang Grand Pharmacy,” one
“Lydia Chaling Grand Pharmacy” and one “Lydia Zhenguang Grand Pharmacy.”
Our “Quannuo Grand Pharmacy” store in Hangzhou ceased operation in the last quarter of fiscal 2013, and we expect to unwind the store and dissolve
the subsidiary operating it in the near future.
Our stores provide customers with a wide variety of pharmaceutical products, including prescription and over-the-counter (“OTC”) drugs, nutritional
supplements, traditional Chinese medicine (“TCM”), personal and family care products, and medical devices, as well as convenience products including
consumable, seasonal and promotional items. Additionally, we have licensed doctors of both western medicine and TCM onsite for consultation, examination
and treatment of common ailments at scheduled hours. Two stores have adjacent medical clinics offering urgent care (to provide treatment for minor ailments
such as sprains, minor lacerations and dizziness which can be treated on an outpatient basis), TCM (including acupuncture, therapeutic massage and cupping)
and minor outpatient surgical treatments (such as suturing). Store locations vary in size, but presently average approximately 217 square meters. We attempt to
tailor each store’s product offerings, physician access and operating hours to suit the community where it is located.
We operate our pharmacies (including the medical clinics) through the following companies in China that we control through contractual arrangement:
● Hangzhou Jiuzhou Grand Pharmacy Chain Co., Ltd. (“Jiuzhou Pharmacy”), which we control contractually, operates our “Jiuzhou Grand
●
●
●
●
Pharmacy” stores;
Shanghai Lydia Grand Pharmacy Co., Ltd. (“Shanghai Lydia”), wholly-owned by Jiuzhou Pharmacy, operates our “Lydia Grand Pharmacy” and
“Lydia Chaling Grand Pharmacy” stores in Shanghai;
Shanghai Lydia Zhongxing Grand Pharmacy Co., Ltd. (“Shanghai Zhongxing”), 99% owned by Shanghai Lydia, operates our “Lydia Zhongxing
Grand Pharmacy” store in Shanghai;
Shanghai Lydia Trading Co., Ltd. (“Lydia Trading”), wholly-owned by Shanghai Lydia, operates our “Lydia Weifang Grand Pharmacy” store in
Shanghai;
Shanghai Lydia Zhenguang Grand Pharmacy Co., Ltd. (“Shanghai Zhenguang”), wholly-owned by Shanghai Lydia, operates our “Lydia Zhenguang
Grand Pharmacy” store in Shanghai;
● Hangzhou Jiuzhou Clinic of Integrated Traditional and Western Medicine (General Partnership) (“Jiuzhou Clinic”), which we control contractually,
operates one of our two medical clinics; and
● Hangzhou Jiuzhou Medical & Public Health Service Co., Ltd. (“Jiuzhou Service”), which we also control contractually, operates our other medical
clinic.
4
We also retail OTC drugs and nutritional supplements through a website (www.dada360.com) that we operate through Zhejiang Shouantang
Pharmaceutical Technology Co., Ltd. (“Shouantang Technology”), a wholly-owned subsidiary, and its subsidiary, Zhejiang Quannuo Internet Technology Co.,
Ltd. (“Quannuo Technology”). For the fiscal year ended March 31, 2013, retail revenue, including pharmacies, medical clinics and online sales, accounted for
approximately 45.5% of our total revenue.
Since August 2011, we operate a wholesale business through Zhejiang Jiuxin Medicine Co., Ltd. (“Jiuxin Medicine”), distributing third-party
pharmaceutical products (similar to those that our pharmacies carry) primarily to trading companies throughout China. Jiuxin Medicine is wholly owned by
Jiuzhou Pharmacy. For the fiscal year March 31, 2013, wholesale revenue accounted for approximately 51.7% of our total revenue.
We also have an herb farming business cultivating and wholesaling herbs used for TCM. This business is conducted through Hangzhou Qianhong
Agriculture Development Co., Ltd. (“Qianhong Agriculture”), a wholly-owned subsidiary. Herb farming revenue accounted for approximately 2.8% of our total
revenue for the fiscal year ended March 31, 2013.
Throughout this report, we will sometimes refer to Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service, as well as the subsidiaries of Jiuzhou
Pharmacy, collectively as “HJ Group.”
Our Corporate History and Structure
We were incorporated in Nevada on December 19, 2006, under the name “Kerrisdale Mining Corporation,” with a principal business objective to
acquire and develop mineral properties. Although we had acquired certain mining claims, we were not operational.
On July 14, 2008, we amended our Articles of Incorporation to change our authorized capital stock from 75,000,000 shares of common stock, par value
$0.001 per share, to 500,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001. The
preferred stock is “blank check,” with the right to set its designations, preferences, limitations, privileges, qualifications, dividend, conversion, voting, and other
special or relative rights, conferred on our board of directors.
On September 17, 2009, we acquired control of Renovation Investment (Hong Kong) Co., Ltd. (“Renovation”) pursuant to a share exchange
agreement.
On September 24, 2009, we amended our Articles of Incorporation to change our name from “Kerrisdale Mining Corporation” to “China Jo-Jo
Drugstores, Inc.”
On April 9, 2010, we affected a 1-for-2 reverse stock split of our issued and outstanding shares of common stock and a proportional reduction of our
authorized shares of common stock, by filing a Certificate of Change Pursuant to Nevada Revised Statutes 78.209 with the Nevada Secretary of State on April
6, 2010. All share information in this report takes into account this reverse stock split.
On April 28, 2010, we completed a registered public offering of 3.5 million shares of our common stock at a price of $5.00 per share, resulting in gross
proceeds to us, prior to deducting underwriting discounts, commissions and offering expenses, of approximately $17.5 million.
Renovation
Renovation is a limited liability company incorporated in Hong Kong on September 2, 2008. Renovation was formed by the owners of HJ Group as a
special purpose vehicle to raise capital overseas, in accordance with requirements of China’s State Administration of Foreign Exchange (the
“SAFE”). Specifically, the SAFE issued the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in
Financing and Inbound Investment via Overseas Special Purpose Vehicles (“Circular No. 75,”) on October 21, 2005. To further clarify the
implementation of Circular 75, on May 31, 2007, the SAFE issued an official notice known as Hi Zhong Fa [2007] No. 106 (“Circular 106”). The Circular 75
and the supplementing Circular 106 require the owners of any Chinese company to obtain the SAFE’s approval before establishing any offshore holding
company structure for foreign financing as well as subsequent acquisition matters in China. Accordingly, the owners of HJ Group submitted their applications to
the SAFE on July 25, 2008. On August 16, 2008, the SAFE approved their applications, permitting these Chinese nationals to establish Renovation as an
offshore, special purpose vehicle which may have foreign ownership and participate in foreign capital raising activities. After the SAFE’s approval, the owners
of HJ Group became holders of 100% of Renovation’s issued and outstanding capital stock on September 2, 2008. See “Relevant PRC Regulations – the
SAFE Registration” below.
5
Jiuxin Management
Jiuxin Management was organized in the PRC on October 14, 2008. Because all of its issued and outstanding capital stock is held by Renovation, a
Hong Kong company, Jiuxin Management is deemed a “wholly foreign owned enterprise” (“WFOE”) under applicable PRC laws.
On February 27, 2012, Jiuxin Management, Shouantang Technology and our three cofounders organized Zhejiang Jiuying Grand Pharmacy Co., Ltd.
(“Jiuying Pharmacy”), with 49% of its equity interests held by Jiuxin Management and Shouantang Technology, and the remaining 51% by the cofounders. In
May 2012, the cofounders gave control of their 51% to Jiuxin Management through contractual arrangements, thereby giving us 100% control of Jiuying
Pharmacy’s business operations. Jiuying Pharmacy ceased operations as of December 31, 2012, and was dissolved on January 7, 2013.
Jiutong Medical
Jiutong Medical was organized in the PRC on December 20, 2011. Like Jiuxin Management, Jiutong Medical is deemed a WFOE because it is wholly
owned by Renovation. Jiutong Medical currently has no operation and we may dissolve it in the near future.
Shouantang Technology
Shouantang Technology was organized in the PRC on July 16, 2010, and like Jiuxin Management, is deemed a WFOE because it is wholly owned by
Renovation.
In November 2010, Shouantang Technology acquired 100% of Quannuo Technology and its wholly-owned subsidiary, Hangzhou Quannuo, pursuant to
an equity ownership transfer agreement. Quannuo Technology was organized in the PRC on July 7, 2009, and Hangzhou Quannuo on July 8, 2010. Hangzhou
Quannuo currently has no operation and we plan to dissolve it in the near future.
On August 1, 2012, Shouantang Technology dissolved Tonglu Lydia Agriculture Development Co., Ltd. (“Tonglu Lydia”), a wholly-owned subsidiary
organized on June 24, 2011. Prior to its dissolution, Tonglu Lydia did not have any operations.
Qianhong Agriculture
Qianhong Agriculture was organized in the PRC on August 10, 2010.
HJ Group
Jiuzhou Pharmacy is a PRC limited liability company established on September 9, 2003 by our three cofounders: Mr. Lei Liu (55%), Mr. Chong’an Jin
(23%) and Ms. Li Qi (22%). Jiuzhou Pharmacy currently has five subsidiaries:
●
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●
Shanghai Lydia was organized in the PRC on January 17, 2011.
Jiuxin Medicine was organized in the PRC on December 31, 2003. In April 2011, Jiuzhou Pharmacy entered into an equity ownership transfer
agreement with the owners of Jiuxin Medicine, and its business license was transferred to Jiuzhou Pharmacy, although no consideration was
paid. On August 25, 2011, the acquisition of Jiuxin Medicine was completed for RMB 30 million.
Shanghai Zhongxing was organized in the PRC on June 19, 2006, originally under the name Shanghai Bieyanghong Zhongxing Grand Pharmacy Co.
Ltd. (“Bieyanghong Zhongxing”). On July 29, 2011, Shanghai Lydia acquired 99% of Bieyanghong Zhongxing for total consideration of RMB
495,000. Bieyanghong Zhongxing subsequently changed its name to Shanghai Zhongxing.
Shanghai Lydia Trading Co., Ltd. (“Lydia Trading”) was organized in the PRC on June 20, 2012, as a wholly-owned subsidiary of Shanghai Lydia.
Shanghai Lydia Zhenguang Grand Pharmacy Co., Ltd. (“Shanghai Zhenguang”) was organized in the PRC on October 31, 2012, as a wholly-
owned subsidiary of Shanghai Lydia.
Another subsidiary, Hangzhou Kuaileren Grand Pharmacy Co., Ltd. (“Kuaileren”), was dissolved on April 9, 2011. Prior to its dissolution, Kuaileren
operated a “Kuaileren Grand Pharmacy” store, which is now a “Jiuzhou Grand Pharmacy” store.
Jiuzhou Clinic is a PRC general partnership established on October 10, 2003 by our three cofounders: Mr. Liu (39%), Mr. Jin (31%) and Ms. Qi
(30%). Jiuzhou Clinic is a medical practice currently operating adjacent to the “Jiuzhou Grand Pharmacy” store in Daguan, providing primary, urgent, minor
surgical and traditional medical care services. Additionally, Jiuzhou Clinic’s physicians consult with, and examine, patients at other “Jiuzhou Grand Pharmacy”
stores.
6
Jiuzhou Service is a PRC limited liability company established on November 2, 2005 by our three cofounders: Mr. Liu (39%), Mr. Jin (31%) and Ms. Qi
(30%). Jiuzhou Service is licensed as a healthcare management company and currently manages the medical clinic operating adjacent to the “Jiuzhou Grand
Pharmacy” store in Wenhua, providing services similar to those at the Daguan clinic.
We control HJ Group through contractual arrangements. See “Contractual Arrangements with HJ Group and our Three Cofounders” below.
Contractual Arrangements with HJ Group and our Three Cofounders
Our relationships with HJ Group and our three cofounders are governed by a series of contractual arrangements that they have entered into with Jiuxin
Management.
PRC regulations on foreign investment currently permit foreign companies to establish or invest in WFOEs or joint ventures that engage in wholesale or
retail sales of pharmaceuticals in China. For retail sales, however, these regulations restrict the number and size of pharmacies that a foreign investor may
own. If a chain operates more than 30 stores and sell branded pharmaceutical products from different suppliers, a foreign investor may own only up to 49% of
such chain. The contractual arrangements with Jiuzhou Pharmacy enable us to bypass such restrictions, since neither we nor our subsidiaries own equity
interests in Jiuzhou Pharmacy, while at the same time we retain control of its drugstore chain by virtue of the contractual arrangements.
Similarly, PRC regulations place certain restrictions on foreign ownership of medical practice. Foreign investors can only acquire ownership interests
through a Sino-foreign joint venture and not through a WFOE. Since we do not have actual equity interest in Jiuzhou Clinic or Jiuzhou Service, but control these
entities through contractual arrangements, such regulations do not apply to us or our structure.
Under PRC laws, Jiuxin Management, Jiuzhou Pharmacy, Jiuzhou Medical and Jiuzhou Clinic are each an independent business entity not exposed to
the liabilities incurred by any of the other three entities. The contractual arrangements constitute valid and binding obligations of the parties of such
agreements. Each of the contractual arrangements and the rights and obligations of the parties thereto are enforceable and valid in accordance with the laws of
the PRC. These contractual arrangements, as amended and in effect, include the following:
Consulting Services Agreement. Pursuant to the exclusive consulting services agreement, Jiuxin Management has the exclusive right to provide
Jiuzhou Pharmacy, Jiuzhou Medical and Jiuzhou Clinic with general business operation services, including advice and strategic planning, as well as consulting
services related to their current and future operations (the “Services”). Additionally, Jiuxin Management owns the intellectual property rights developed or
discovered through research and development, in the course of providing the Services, or derived from the provision of the Services. Jiuzhou Pharmacy, Jiuzhou
Medical and Jiuzhou Clinic must each pay a quarterly consulting service fees in RMB to Jiuxin Management that is equal to its profits for such quarter. This
agreement is in effect unless and until terminated by written notice of a party to the agreement in the event that: (a) a party becomes bankrupt, insolvent, is the
subject of proceedings or arrangements for liquidation or dissolution, ceases to carry on business, or becomes unable to pay its debts as they become due; (b)
Jiuxin Management terminates its operations; or (c) circumstances arise which would materially and adversely affect the performance or the objectives of the
agreement. Jiuxin Management may also terminate the agreement with Jiuzhou Pharmacy, Jiuzhou Medical or Jiuzhou Clinic if one of them breaches the terms
of the agreement, or without cause.
Operating Agreement. Pursuant to the operating agreement, Jiuxin Management agrees to guarantee the contractual performance by Jiuzhou
Pharmacy, Jiuzhou Medical and Jiuzhou Clinic of their agreements with any third party. In return, our three cofounders (the “Owners”) must appoint designees
of Jiuxin Management to the boards of directors and senior management of Jiuzhou Pharmacy, Jiuzhou Medical and Jiuzhou Clinic. In addition, Jiuzhou
Pharmacy, Jiuzhou Medical and Jiuzhou Clinic each agrees to pledge its accounts receivable and all of its assets to Jiuxin Management. Moreover, without the
prior consent of Jiuxin Management, they cannot engage in any transactions that could materially affect their respective assets, liabilities, rights or operations,
including, without limitation, incurrence or assumption of any indebtedness, sale or purchase of any assets or rights, incurrence of any encumbrance on any of
their assets or intellectual property rights in favor of a third party or transfer of any agreements relating to their business operation to any third party. They must
also abide by corporate policies set by Jiuxin Management with respect to their daily operations, financial management and employment issues. The term of this
agreement is from August 1, 2009 until the maximum period of time permitted by law. Jiuzhou Pharmacy, Jiuzhou Medical and Jiuzhou Clinic cannot terminate
this agreement.
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Equity Pledge Agreement. Pursuant to the equity pledge agreement, the Owners have pledged all of their equity interests in Jiuzhou Pharmacy, Jiuzhou
Medical and Jiuzhou Clinic to Jiuxin Management in order to guarantee these companies’ performance of their respective obligations under the consulting
services agreement. If these companies or the Owners breach their respective contractual obligations, Jiuxin Management, as pledgee, will be entitled to certain
rights, including the right to sell the pledged equity interests. The Owners have also agreed that upon occurrence of any event of default, Jiuxin Management
shall be granted an exclusive, irrevocable power of attorney to take actions in the place and stead of the Owners to carry out the security provisions of this
agreement and take any action and execute any instrument that Jiuxin Management may deem necessary or advisable to accomplish the purposes of this
agreement. The Owners agree not to dispose of the pledged equity interests or take any actions that would prejudice Jiuxin Management’s interests. This
agreement will expire two (2) years after the obligations of Jiuzhou Pharmacy, Jiuzhou Medical and Jiuzhou Clinic under the consulting services agreements
have been fulfilled.
Option Agreement. Pursuant to the option agreement, the Owners irrevocably grant Jiuxin Management or its designee an exclusive option to
purchase, to the extent permitted under PRC law, all or part of their equity interests in Jiuzhou Pharmacy, Jiuzhou Medical and Jiuzhou Clinic for the cost of the
initial contributions to the registered capital or the minimum amount of consideration permitted by applicable PRC law. Jiuxin Management or its designee has
sole discretion to decide when to exercise the option, whether in part or in full. The term of this agreement is from August 1, 2009 until the maximum period of
time permitted by law.
Proxy Agreement. Pursuant to the proxy agreement, the Owners irrevocably grant a Jiuxin Management designee with the right to exercise their
voting and other ownership rights in Jiuzhou Pharmacy, Jiuzhou Medical and Jiuzhou Clinic, including the rights to attend any meeting of the Owners (or
participate by written consent in lieu of such meeting) in accordance with applicable laws and each company’s incorporating documents, as well as the rights to
sell or transfer all or any of the Owners’ equity interests in these companies, and to appoint and vote for their directors. The proxy agreement may be
terminated by mutual consent of the parties or upon 30-day written notice from Jiuxin Management.
Other than pursuant to the forgoing contractual arrangements, Jiuzhou Pharmacy, Jiuzhou Medical and Jiuzhou Clinic cannot transfer any funds
generated from their respective operations. The contractual arrangements were originally entered into on August 1, 2009, and amended on October 27, 2009.
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Our Current Corporate Structure
The following diagram illustrates our current corporate structure:
The table below summarizes the status of the registered capital of our PRC subsidiaries and controlled companies as of the date of this report:
Entity Name
Hangzhou Quannuo
Jiutong Medical
Jiuzhou Clinic
Jiuzhou Pharmacy
Jiuzhou Service
Jiuxin Management
Jiuxin Medicine
Lydia Trading
Qianhong Agriculture
Quannuo Technology
Shanghai Lydia
Shanghai Zhenguang
Shanghai Zhongxing
Shouantang Technology
Entity Type
Registered Capital
Registered Capital Paid
Subsidiary
Subsidiary
VIE
VIE
VIE
Subsidiary
VIE
VIE
Subsidiary
Subsidiary
VIE
VIE
VIE
Subsidiary
RMB 800,000
$5 million
N/A
RMB 5 million
RMB 500,000
$4.5 million
RMB 10 million
RMB 1 million
RMB 10 million
RMB 10 million
RMB 1 million
RMB 500,000
RMB 1 million
$11 million
9
RMB 800,000
$2 million
N/A
RMB 5 million
RMB 500,000
$4.5 million
RMB 10 million
RMB 1 million
RMB 10 million
RMB 10 million
RMB 1 million
RMB 500,000
RMB 1 million
$11 million
Due Date for Unpaid
Registered Capital
N/A
December 20, 2013
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Our Business
Pharmacies
We currently have 46 pharmacies throughout Hangzhou, the provincial capital of Zhejiang, and five in Shanghai. Pharmacy sales accounted for
approximately 92.5% of our retail revenue, and 42.1% of our total revenue, for the fiscal year ended March 31, 2013. We offer primarily third-party products at
our pharmacies, including:
● Approximately 1,529 prescription drugs (322 of which require a physician’s prescription and the rest requires customer personal information
registration only), sales of which accounted for approximately 40.5% of our retail revenue for the fiscal year ended March 31, 2013;
● Approximately 1,330 OTC drugs, sales of which accounted for approximately 34.5% of our retail revenue for the fiscal year ended March 31,
2013;
● Approximately 533 nutritional supplements, including a variety of healthcare supplements, vitamin, mineral and dietary products, sales of which
●
●
accounted for approximately 10.5% of our retail revenue for the fiscal year ended March 31, 2013;
TCM, including drinkable herbal remedies and pre-packaged herbal mixtures for making soup, sales of which accounted for approximately 9.0% of
our retail revenue for the fiscal year ended March 31, 2013;
Sundry products (i.e., personal care products such as skin care, hair care and beauty products, convenience products such as soft drinks, packaged
snacks, and other consumable, cleaning agents, stationeries, and seasonal and promotional items tailored to local consumer demand for convenience
and quality), sales of which accounted for approximately 2.7% of our retail revenue for the fiscal year ended March 31, 2013; and
● Medical devices (i.e., family planning and birth control products, early pregnancy test products, portable electronic diagnostic apparatus,
rehabilitation equipment, and surgical tools such as hemostats, needle forceps and surgical scissors), sales of which accounted for approximately
2.8% of our retail revenue for the fiscal year ended March 31, 2013.
We favor retail locations in well-established residential communities with relatively concentrated consumer purchasing power, and evaluate potential
store sites to assess consumer traffic, visibility and convenience. Depending on its size, each drugstore has between two to twelve pharmacists on staff, all of
whom are properly licensed. We accept prescriptions only from licensed health care providers, and verify the validity, accuracy and completeness of all
prescriptions. We also ask all prescription customers to disclose their drug allergies, current medical conditions and current medications. Each pharmacy also
maintains a TCM counter staffed by licensed herbalists.
After opening, a location may take up to 180 days to achieve our projected revenue goals for that particular location. Various factors influence
individual store revenue including, but not limited to: location, nearby competition, local population demographics, square footage and government insurance
coverage. During the fiscal year ended March 31, 2013, we closed 17 locations due to underperformance, including five “Jiuying Grand Pharmacy” and 11
“Jiuzhou Grand Pharmacy” stores, as well as the only “Quannuo Grand Pharmacy” location. The “Quannuo Grand Pharmacy” store ceased operation in the
last quarter of fiscal 2013, and we intend to unwind the store and dissolve Hangzhou Quannuo, the subsidiary operating it, in the near future.
Of our 51 drugstores:
●
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46 are “Jiuzhou Grand Pharmacy” stores in Hangzhou; and
Five are “Lydia Grand Pharmacy” stores in Shanghai, including a “Lydia Chaling Grand Pharmacy.” a “Lydia Weifang Grand Pharmacy,” a
“Lydia Zhenguang Grand Pharmacy” and a “Lydia Zhongxing Grand Pharmacy.”
We currently operate each location in Shanghai through a separate subsidiary, and intend to continue doing so until we have at least 10 stores in the
city. At such time, we would be allowed, and intends, to submit our application to operate a pharmacy chain in Shanghai, which approval would enable us to
accept the city-sponsored health insurance.
To enhance customer experience, we have licensed physicians available at several of “Jiuzhou Grand Pharmacy” locations for consultation,
examination and treatment of common ailments at scheduled hours. In addition, our Daguan and Wenhua stores have adjoining medical clinics that provide
urgent care (such as sprains, minor lacerations and dizziness), TCM treatments (including acupuncture, therapeutic massage, moxibustion and cupping), and
minor outpatient surgical treatments (such as suturing). As described in Note 19 to our audited financial statements for the fiscal years ended March 31, 2013
and 2012 (the “Financial Statements”), included elsewhere in this report, we are planning to open more clinics to boost sales at our pharmacies.
To ensure quality and personal attention for patients, we employ only licensed doctors and certified nurses and technicians, and patient treatments at the
two clinics follow nationally established clinical practice guidelines from China’s Ministry of Health. We currently have 35 physicians and 22 clinic staff. In-
store consultations and examinations by our physicians are provided free-of-charge to ensure that customers are being prescribed and taking the appropriate
medicines for their ailments, and to afford customers convenience.
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We view our medical service as more consumer-driven than other health care specialties, because consumers requiring the types of medical service
that we provide often seek treatment on their own accord. We have developed our medical service to respond to the public need for convenient access to
medical consultation and/or care and the significant savings that we can provide as compared to a more traditional medical setting such as a hospital. Many of
our patients often need immediate access, do not have a regular physician, or may lack suitable alternatives. Patient flow is derived from the physical presence
of our drugstores, and not from pre-existing doctor-patient relationships or referrals from other healthcare providers.
We generate nominal revenue from our clinics.
Online Sales
Since May 2010, we have been retailing OTC drugs and nutritional supplements on the Internet at www.dada360.com. Our subsidiary Quannuo
Technology operates and maintains the website pursuant to the Internet Pharmaceutical Transaction Service Qualification Certificate issued by the State Food
and Drug Administration (the “SFDA”) of Zhejiang Province, which allows us to engage in online retail pharmaceutical sales throughout China. We have
established payment methods with banks and online intermediaries such as Alipay, and are cooperating with business-to-consumer online vendors such as
Taobao. By using Taobao’s platform, we can be exposed to a wider range of customers.
Online sales accounted for approximately 7.5% of our retail revenue, and 3.4% of our total revenue, for the fiscal year ended March 31, 2013.
Wholesale
Since acquiring Jiuxin Medicine in August 2011, we have been distributing similar third-party products offered at our pharmacies primarily to drug
distributors throughout China, including:
● Approximately 4,066 prescription drugs, the sales of which accounted for approximately 58.7% of our wholesale revenue for the fiscal year ended
March 31, 2013;
● Approximately 2,523 OTC drugs, the sales of which accounted for approximately 19.6% of our wholesale revenue for the fiscal year ended
March 31, 2013;
● Approximately 2,054 nutritional supplements, the sales of which accounted for approximately 18.3% of our wholesale revenue for the fiscal year
ended March 31, 2013;
● TCM products, the sales of which accounted for approximately 0.5% of our wholesale revenue for the fiscal year ended March 31, 2013;
● Sundry products, the sales of which accounted for approximately 2.7% of our wholesale revenue for the fiscal year ended March 31, 2013; and
● Medical devices, the sales of which accounted for approximately 0.2% of our wholesale revenue for the fiscal year ended March 31, 2013.
Our initial wholesale strategy was to scale the size of Jiuxin Medicine’s business as quickly as possible through very competitive prices so that we can
qualify to sell directly to hospital-affiliated pharmacies, which we estimate to represent over 80% of the pharmacies in China. As such strategy has
largely proven unprofitable, however, we have refocused our strategy on profitability starting in the third quarter of fiscal 2013. Wholesale revenue accounted
for approximately 51.7% of our total revenue for the fiscal year ended March 31, 2013.
Herb Farming
Since 2010, we have been cultivating ten types of herbs used for TCM in Lin’an approximately 30 miles from Hangzhou. Herbs such as fructus rubi
(used in TCM to promote blood circulation), white atractylodes rhizome (used in TCM to treat physical and mental fatigue), atractylodes macrocephala (used in
TCM to control sweating) and ginkgo seeds (used in TCM to treat asthma), are planted on approximately 48 acres of leased land, and have been harvested
since the third quarter of fiscal 2013.
Actual planting, cultivating and harvesting are done by local farmers organized and managed by the local village government. The farmers are
compensated for their labor on an hourly basis. We also employ agricultural specialists under Qianhong Agriculture to monitor the farming activities. Harvested
herbs are currently sold to a local vendor.
Herb farming revenue accounted for approximately 2.8% of our total revenue for the fiscal year ended March 31, 2013.
11
Our Customers
Retail Customers
For the fiscal year ended March 31, 2013, our pharmacies collectively served an average of approximately 11,690 customers per day. We periodically
conduct qualitative customer surveys to help us build a stronger understanding of our market position and our customers’ purchasing habits.
Pharmacy customers pay by cash, debit or credit cards, or medical insurance cards under Hangzhou and Zhejiang’s medical insurance programs.
During the fiscal year ended March 31, 2013, approximately 43% of our pharmacy revenue came from cash sales, 41% from Hangzhou’s medical insurance
cards (where most of our pharmacies are located), and 16% from debit and credit cards, Zhejiang’s medical insurance cards and other charge cards.
We maintain strict cash control procedures at our pharmacies. Our integrated information management system records the details of each sale, which
we control from our headquarters. Depending on each location’s sales activities, cash may be deposited daily or several times per week in designated bank
accounts.
For sales made to eligible participants in the national medical insurance program, we generally obtain payments from the relevant government social
security bureaus on a monthly basis. See “Relevant PRC Regulations — Reimbursement under the National Medical Insurance Program.” According to
relevant regulations, a drugstore must operate for at least one year before it can apply to be licensed to accept Hangzhou’s medical insurance cards. As of the
date of this report, 44 of our 46 “Jiuzhou Grand Pharmacy” stores are licensed to accept medical insurance cards while two are awaiting approval. Our stores
accepting medical insurance cards are designated as such on their outer signage. Our Shanghai stores currently do not accept medical insurance cards.
Our online customers mainly consist of consumers under 35 years old. While our website is accessible throughout China, approximately 50% of online
sales during the fiscal year ended March 31, 2013, were from Zhejiang and neighboring Jiangsu and Shanghai.
Wholesale Customers
Our wholesale customers are primarily third-party trading companies that purchase from us to resell pharmacies throughout China. We also supply
some hospitals and pharmacies, although they collectively make up less than 3% of our wholesale customers currently. North China Pharmaceutical Group
International Trade Co., Ltd. accounted for approximately 22.6% of our wholesale revenue, and 11.7% of our total revenue, for the fiscal year ended March 31,
2013. This customer is neither related to nor affiliated with us.
Herb Farming Customers
For the fiscal year ended, March, 31, 2013, we sold the majority of the harvested herbs to a local vendor.
Marketing and Promotion
Our marketing and promotion efforts are focused on our retail segment, particularly our pharmacies, and our strategy is to build brand recognition,
increase customer traffic to our stores, attract new customers, build strong customer loyalty, maximize repeat customer visits and develop incremental revenue
opportunities.
Our marketing department designs chain-wide marketing efforts while each store designs local promotions based on local demographics and market
conditions. We also launch single store promotional campaigns and community activities in connection with the openings of new stores. Our store managers and
staff are also encouraged to propose their own advertising and promotion plans, including holiday promotions, posters and billboards. In addition, we offer special
discounts and gift promotions for selected merchandise periodically in conjunction with our suppliers’ marketing programs. We also provide ancillary services
such as providing free blood pressure measurements in our stores.
Many of our promotion programs are designed to encourage manufacturers to invest resources to market their brands within our stores. We charge
manufacturers promotional fees in exchange for granting them the right to promote and display their products in our stores during promotional periods. We also
allow manufacturers and distributors to station salespeople in our stores to promote their products, for which we receive a fee. We believe that manufacturer
promotions improve our customers’ shopping experience because manufacturers provide purchasing incentives and information to help customers to make
informed purchase decisions. We work to maintain strong inventory positions for merchandise featured in our promotions, as we believe this increases the
effectiveness of our spending on promotion activities.
12
We run advertisements periodically in selected newspapers to promote our brands and the products carried in our stores. Under our agreements with
certain newspapers, we run one-page weekly or monthly advertisements in these newspapers, and the newspapers publish healthcare-related feature articles
relating to the products we advertise near the dates of our advertisements. We also promote our brands and products using billboards and radio and television
commercials. Advertising expenses are borne either by the manufacturers of the products being advertised or us, or are shared, depending on our agreement
with the particular manufacturer. Our advertisements are designed to promote our brands, our corporate image and the prices of products available for sale in
our stores.
As part of our marketing campaign, we offer rewards card to customers which provide certain exclusive discounts. After a customer signs up for the
rewards card, we communicate via the customer’s preferred method: e-mail, traditional mail or text messages. For the fiscal year ended March 31, 2013,
approximately 69.5% of our customers used the rewards card to make purchases. We intend to further extend this program to enhance customer experience
and for customer retention.
Our clinic staff also regularly offers free seminars and outreach programs covering various health issues that are topical to the communities where our
stores are located. Such events are designed to not only raise public health awareness, but to reach potential customers for our drugstores.
To promote our online business, we are cooperating with Taobao, the largest online vendor in China, to help raise awareness among potential
customers. Taobao lists our products on their platform, which then directs consumers back to our website to make their purchases.
Logistics
We use Jiuxin Medicine’s resources to support our logistics needs in Hangzhou. Such resources include its 8,000 square meters facility located
approximately 7 miles from our headquarters that serves as our central distribution center. Jiuxin Medicine’s staff and vehicles make regular deliveries to our
pharmacies and wholesale customers.
We employ third-party logistics companies for deliveries to our pharmacies and wholesale customers outside Hangzhou. We believe that reliable
logistics providers are readily available and can be replaced without material interruptions to our business.
Suppliers
We currently source retail products from approximately 180 suppliers, including trading companies and direct manufacturers. We source wholesale
products from approximately 197 suppliers, including many of those that provide our retail products. For the fiscal year ended March 31, 2013, only one supplier,
Shanxi Tianshili Pharmaceutical Co., Ltd., accounted for more than 10% of our total purchases and total purchase deposits. This supplier is neither related to nor
affiliated with us.
We believe that competitive sources are readily available for substantially all of the products we require for our retail and wholesale businesses. As
such, we believe that we can change suppliers without a material interruption to our business. To date, we have not experienced any significant difficulty in
sourcing our requirements.
Quality Control
We place strong emphasis on quality control, which starts with procurement. In addition to their market acceptance and costs, we select products
based on the GMP (Good Manufacturing Practice) and GSP (Good Supply Practice) compliance status of their suppliers. We also assess quality based on the
facilities and capabilities of their manufacturers, including technology, packaging and logistics. We conduct random quality inspections of each batch of products
we procure, and replace any supplier who fails to pass such inspections.
We also enforce strict quality control measures at our distribution center. All products are screened upon their arrival, and those evidencing defects or
damages are immediately rejected. Products that pass the screening process are recorded and stored strictly according to each manufacturer’s temperature
and other requirements. Products (for both our pharmacies and wholesale customers) are verified against the appropriate delivery orders prior to leaving the
facility. We use vehicles with cold-temperature storage to make deliveries as necessary.
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All of our pharmacy employees participate in a mandatory 36-hour training program regarding quality control annually, and we regularly dispatch quality
inspectors to our stores to monitor the service quality of our staff.
Competition
The drugstore industry in China is intensely competitive, rapidly evolving and highly fragmented. We compete on the basis of store location,
merchandise selection, prices and brand recognition. Many of our competitors include large, national drugstore chains that may have more financial resources
and stronger brand strength and management expertise than us, including China Nepstar Chain Drugstore Ltd. (“Nepstar”), LBX Pharmacy (“LBX”) and Tian
Tian Hao Grand Pharmacy (“Tian Tian”). Other competitors include local and independent drugstores and government-operated pharmacies, as well as discount
stores, convenience stores and supermarkets with respect to sundry and other non-medicinal products that we carry.
The wholesale pharmaceutical distribution industry in China is likewise competitive and highly fragmented. We compete with regional distributors, such
as Zhengchen Pharmaceutical Co., Ltd. and Hangzhou Xiaoran Pharmaceutical Co., Ltd., as well as national operators such as Fengwoda Pharmaceutical Co.,
Ltd. and Jiuzhoutong Pharmaceutical Co., Ltd. These competitors have substantially greater logistics capacities and more financial resources, as well as more
industry-relevant experience, than us.
Online pharmacy is an emerging business in China. We are competing with other online vendors that may be supported by major drugstore chains or
initiated by smaller local drugstore chains. In order to compete effectively, we are cooperating with Taobao, the largest online vendor in China. We also spend
significant efforts selecting products we believe are most suitable for online sales, such as those we have exclusive right to sell.
China’s herb market is highly specialized. As we have very limited experience in such market, we currently sell the majority of our harvested herbs to a
local vendor.
Intellectual Property
We currently have the following trademarks registered with the Trademark Office of China’s State Administration for Industry and Commerce (the
“SAIC”):
●
●
●
●
“Jiuzhou Tongxin,” a Classes 5 and 35 trademark (for pharmaceuticals and advertisement) issued on February 14, 2011 and registered under
Jiuzhou Pharmacy, that we plan to use to brand certain products that we may sell in our stores;
“Jiuzhou,” a Class 44 trademark (for medical service) issued in June 2012 and registered under Jiuzhou Pharmacy, that we plan to use to brand our
medical service;
“Lydia,” a Classes 5, 10, 30, 35 and 44 trademark (for pharmaceuticals, construction, food, advertisement and medical service) issued on October
2011 and registered under Jiuzhou Pharmacy, that we plan to use to brand certain products that we may sell in our stores in Shanghai; and
“Shouantang,” a Classes 5, 10, 30, 35 and 44 trademark (for pharmaceuticals, construction, food, advertisement and medical service) issued on
October 2011 and registered under Jiuzhou Pharmacy, that we are using to brand certain products that we sell in our stores.
We have also applied to register one trademark under Jiuzhou Service, and expect it to be registered sometime in 2013. We own and operate the
following websites: www.dada360.com
and
www.chinajojodrugstores.com (our English-language corporate website). We also own two inactive domain names. We do not own any patents, nor do we
have any pending patent applications, and we are not a beneficiary of any licenses, franchises, concessions or royalty agreements.
sales), www.jiuzhou-drugstore.com
corporate website used
(for online
in China),
(our
All our employees are required to enter into written employment agreements with us, pursuant to which they are subject to confidentiality obligations.
14
Employees
As of March 31, 2013, we had 711 employees combined in our retail and wholesale operations, including 690 fulltime and 21 part-time employees. The
number of employees for each area of operations, and such employees as a percentage of our total workforce, are as follows:
Non-pharmacist store staff
Pharmacists
Management- non-pharmacists
Physicians
Non-physician clinic staff
Wholesale – non-warehouse
Wholesale – warehouse
Total
As of March 31, 2013
Employees
Percentage
321
164
91
35
22
33
45
711
45.1%
23.1%
12.8%
4.9%
3.1%
4.6%
6.4%
100.0%
We place strong emphasis on the quality of our employees at all levels, including in-store pharmacists and store staff who directly interact with our
customers. We provide extensive training for newly recruited employees in the first three months of their employment. The training is designed to encompass a
number of areas, such as knowledge about our products and how best to interact with our customers. In addition, we regularly carry out training programs on
medicine information, nutritional information, selling skills for our store staff and in-store pharmacists. We believe these programs have played an important role
in strengthening the capabilities of our employees.
Various drug manufacturers also pay us to have their representatives in our drugstores, and we train them in our store policies and procedures.
Relevant PRC Regulations
SAFE Registration
In October 2005, the SAFE issued the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in
Financing and Roundtrip Investments via Overseas Special Purpose Vehicles (“Circular 75”). Circular 75 regulates foreign exchange matters in relation to
the use of a “special purpose vehicle” (“SPV”) by PRC residents to seek offshore equity financing and conduct “round trip investment” in China. Our three
cofounders, who are PRC residents, are in compliance with the Circular 75 and its implementing circulars.
Dividend Distribution
Under current applicable laws and regulations, each of our consolidated PRC entities, including WFOEs and domestic companies, may pay dividends
only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our consolidated
PRC entities is required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its statutory surplus reserve fund until
the accumulative amount of such reserve reaches 50% of its registered capital. These reserves are not distributable as cash dividends. As of March 31, 2013,
the accumulated balance of our statutory reserve funds reserves amounted to $1.309 million, and the accumulated profits of our consolidated PRC entities that
were available for dividend distribution amounted to $19.1 million.
Taxation
Under the EIT Law, enterprises are classified as either resident or non-resident enterprises. An enterprise established outside of China with its “de
facto management bodies” located within China is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a Chinese enterprise
for enterprise income tax purposes. The implementing rules of the EIT Law define “de facto management bodies” as a managing body that in practice
exercises “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise;
however, it remains unclear whether the PRC tax authorities would deem our managing body as being located within China. Due to the relatively short history
of the EIT Law and lack of applicable legal precedents, the PRC tax authorities determine the PRC tax resident treatment of entities organized under the laws
of foreign jurisdictions on a case-by-case basis.
If the PRC tax authorities determine that we are a resident enterprise for PRC enterprise income tax purposes, a number of PRC tax consequences
could follow. First, we may be subject to enterprise income tax at a rate of 25% on our respective worldwide taxable income, as well as PRC enterprise income
tax reporting obligations. Second, although the EIT Law provides that “dividends, bonuses and other equity investment proceeds between qualified resident
enterprises” is exempted income, and the implementing rules of the EIT Law refers “dividends, bonuses and other equity investment proceeds between qualified
resident enterprises” as the investment proceeds obtained by a resident enterprise from its direct investment in another resident enterprise, it is still unclear
whether the dividends we receive from Jiuxin Management constitute “dividend between qualified resident enterprises” and would therefore qualify for tax
exemption.
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If we are treated as a non-resident enterprise under the EIT Law, then dividends that we may receive from Jiuxin Management (assuming such
dividends were considered sourced within the PRC) (i) may be subject to a 5% PRC withholding tax, provided that we own more than 25% of the registered
capital of Jiuxin Management incessantly within 12 months immediately prior to obtaining dividend from Jiuxin Management, and if the Arrangement between
the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion with Respect to Taxes on Income is applicable, or (ii) if such treaty does not apply (i.e., because the PRC tax authorities may deem us to be a conduit
not entitled to treaty benefits), may be subject to a 10% PRC withholding tax. Similarly, if we are treated as a non-resident enterprise, and Renovation is treated
as a resident enterprise, then dividends that we receives from Renovation (assuming such dividends were considered sourced within the PRC) may be subject to
a 10% PRC withholding tax. Any such taxes on dividends could materially reduce the amount of dividends, if any, that we could pay to our shareholders.
Finally, the new “resident enterprise” classification could result in a situation in which a 10% PRC tax is imposed on dividends we pay to our investors
that are non-resident enterprises so long as such non-resident enterprise investors do not have an establishment or place of business in China or, despite the
existence of such establishment of place of business in China, the relevant income is not effectively connected with such establishment or place of business in
China, to the extent that such dividends have their sources within the PRC. Similarly, any gain realized on the transfer of our shares by such investors is also
subject to a 10% PRC income tax if such gain is regarded as income derived from sources within China. In such event, we may be required to withhold a 10%
PRC tax on any dividends paid to its investors that are non-resident enterprises. Our investors that are non-resident enterprises also may be responsible for
paying PRC tax at a rate of 10% on any gain realized from the sale or transfer of our common shares in certain circumstances. We would not, however, has an
obligation to withhold PRC tax with respect to such gain.
Moreover, the State Administration of Taxation issued “Circular 698” on December 10, 2009, that reinforces taxation on transfer of non-listed shares
by non-resident enterprises through overseas holding vehicles. Circular 698 applies retroactively and was deemed to be effective as of January 2008. Pursuant
to Circular 698, where (i) a foreign investor who indirectly holds equity interest in a PRC resident enterprise through an offshore holding company indirectly
transfers equity interests in a PRC resident enterprise by selling the shares of the offshore holding company, and (ii) the offshore holding company is located in a
jurisdiction where the effective tax rate is lower than 12.5% or where the offshore income of its residents is not taxable, the foreign investor is required to
provide the tax authority in charge of that PRC resident enterprise with certain relevant information within 30 days of the transfer. The tax authorities in charge
will evaluate the offshore transaction for tax purposes. In the event that the tax authorities determine that such transfer is abusing forms of business
organization and there is no reasonable commercial purpose other than avoidance of PRC enterprise income tax, the tax authorities will have the power to
conduct a substance-over-form re-assessment of the nature of the equity transfer. A reasonable commercial purpose may be established when the overall
offshore structure is set up to comply with the requirements of supervising authorities of international capital markets. If the State Administration of Taxation’s
challenge of a transfer is successful, they will deny the existence of the offshore holding company that is used for tax planning purposes. Since Circular 698 has
a short history, there is uncertainty as to its application.
General PRC Government Approval
As a wholesale distributor and retailer of pharmaceutical products, we are subject to regulation and oversight by different levels of the food and drug
administration in China, in particular, the SFDA. The Drug Administration Law of the PRC, as amended, provides the basic legal framework for the
administration of the production and sale of pharmaceutical products in China and governs the manufacturing, distributing, packaging, pricing and advertising of
pharmaceutical products in China. The corresponding implementation regulations set out detailed rules with respect to the administration of pharmaceuticals in
China. We are also subject to other PRC laws and regulations that are applicable to business operators, retailers and foreign-invested companies.
Distribution of Pharmaceutical Products
A distributor of pharmaceutical products must obtain a distribution permit from the relevant provincial- or designated municipal- or county-level
SFDA. The grant of such permit is subject to an inspection of the distributor’s facilities, warehouses, hygienic environment, quality control systems, personnel
and equipment. The distribution permit is valid for five years, and the holder must apply for renewal of the permit within six months prior to its expiration. In
addition, a pharmaceutical product distributor needs to obtain a business license from the relevant administration for industry and commerce prior to commencing
its business. All of our consolidated entities that engage in retail pharmaceutical business have obtained necessary pharmaceutical distribution permits, and we
do not expect any difficulties for us to renew these permits and/or certifications.
In addition, under the Supervision and Administration Rules on Pharmaceutical Product Distribution promulgated by the SFDA on January 31,
2007, and effective May 1, 2007, a pharmaceutical product distributor is responsible for its procurement and sales activities and is liable for the actions of its
employees or agents in connection with their conduct of distribution on behalf of the distributor. A retail distributor of pharmaceutical products is not allowed to
sell prescription pharmaceutical products, or Tier A OTC pharmaceutical products, listed in the national or provincial medical insurance catalogs without the
presence of a certified in-store pharmacist. See “Reimbursement under the National Medical Insurance Program.”
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Restrictions on Foreign Ownership of Wholesale or Retail Pharmaceutical Business in China
PRC regulations on foreign investment currently permit foreign companies to establish or invest in WFOEs or joint ventures that engage in wholesale or
retail sales of pharmaceuticals in China. For retail sales, these regulations restrict the number and size of pharmacies that a foreign investor may establish. If a
foreign investor owns more than 30 stores that sell a variety of branded pharmaceutical products sourced from different suppliers, the foreign investor’s
ownership interests in the stores are limited to 49%.
In lieu of equity ownership, our WFOE, Jiuxin Management, has entered into contractual arrangements with Jiuzhou Pharmacy and our three
cofounders.
Good Supply Practice Standards
GSP standards regulate wholesale and retail pharmaceutical product distributors to ensure the quality of distribution of pharmaceutical products in
China. All wholesale and retail pharmaceutical product distributors are required to apply for GSP certification within 30 days after obtaining the drug distribution
permit. The current applicable GSP standards require pharmaceutical product distributors to implement strict controls on the distribution of medicine products,
including standards regarding staff qualifications, distribution premises, warehouses, inspection equipment and facilities, management and quality
control. Specifically, the warehouse must be able to store the pharmaceutical products at various required temperatures and humidity, handle transport,
warehouse entries, delivery and billing by computerized logistics management systems. The GSP certificate is usually valid for five years. Currently, Jiuzhou
Pharmacy, Jiuxin Medicine, Hangzhou Quannuo and Shanghai Lydia are GSP certified.
Prescription Administration
Under the Rules on Administration of Prescriptions promulgated by the SFDA, effective May 1, 2007, doctors are required to include the chemical
ingredients of the medicine they prescribe in their prescription and are not allowed to include brand names in their prescription. This regulation is designed to
provide consumers with choices among different pharmaceutical products that contain the same chemical ingredients.
Advertisement of Pharmaceutical Products
Under the Advertising Law of PRC, the contents of an advertisement must be true, lawful, without falsehood, and must neither deceive nor mislead
consumers. Accordingly, advertisement must be examined by the competent authority prior to its publication or broadcast through any form of media. In
addition, advertisement of pharmaceutical products may only be based on a drug’s approved indication of use statement, and may not contain any assurance of a
product’s efficiency, treatment efficiency, curative rate or any other information prohibited by law. Advertisement for certain drugs should include an
admonishment to seek a doctor’s advice before purchasing and application. Advertising is prohibited for certain drugs such as anesthetics and psychotropic
drugs.
To further prevent misleading advertising of pharmaceutical products, the SAIC and the SFDA jointly promulgated the Standards for Examination
and Publication of Advertisements of Pharmaceutical Products a nd Measures for Examination of Advertisement of Pharmaceutical Products in
March 2007. Under these regulations, an approval must be obtained from the provincial level of food and drug administration before a pharmaceutical product
may be advertised. In addition, once approved, an advertisement’s content may not be altered without further approval. Such approval, once obtained, is valid
for one year.
Product Liability and Consumers Protection
Product liability claims may arise if the products sold have any harmful effect on the consumers. The injured party may make a claim for damages or
compensation. The General Principles of the Civil Law of the PRC, which became effective in January 1987, state that manufacturers and sellers of
defective products causing property damage or injury shall incur civil liabilities for such damage or injuries.
The Product Quality Law of the PRC was enacted in 1993 and amended in 2000 to strengthen the quality control of products and protect consumers’
rights and interests. Under this law, manufacturers and distributors who produce or sell defective products may be subject to confiscation of earnings from such
sales, revocation of business licenses and imposition of fines, and in severe circumstances, may be subject to criminal liability.
The Administrative Measures for Drug Recalls was issued by the SFDA in December 2007, and covers two types of drug recalls, namely voluntary
recalls and compulsory recalls. Under such regulation, wholesalers are obliged to assist drug manufacturers with any drug recall. In addition, a wholesaler must
immediately ceases to sell any drug that the wholesaler learns to have any safety issues, and notify the manufacturer or its supplier as well as report the matter
to the SFDA.
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The Law of the PRC on the Protection of the Rights and Interests of Consumers was promulgated on October 31, 1993 and became effective on
January 1, 1994 to protect consumers’ rights when they purchase or use goods or services. All business operators must comply with this law when they
manufacture or sell goods and/or provide services to customers. In extreme situations, pharmaceutical product manufacturers and distributors may be subject to
criminal liability if their goods or services lead to the death or injuries of customers or other third parties.
The Tort Law of the PRC was promulgated on December 26, 2009 and came into force on July 1, 2010. The Tort Law provides that manufacturers
and distributors who produce or sell defective products shall be responsible for the damage caused by the defective products.
Price Controls
The retail prices of some pharmaceutical products sold in China, primarily those included in the national and provincial medical insurance catalogs and
those pharmaceutical products whose production or distribution are deemed to constitute monopolies, are subject to price controls in the form of fixed prices (for
non-profit medical institutions) or price ceilings. Manufacturers or distributors cannot freely set or change the retail price for any price-controlled product above
the applicable price ceiling or deviate from the applicable government-imposed price. The prices of medicines that are not subject to price controls are
determined freely at the discretion of the respective pharmaceutical companies, subject to notification to the provincial pricing authorities.
The retail prices of medicines that are subject to price controls are administered by the Price Control Office of the National Development and Reform
Commission (“NDRC”), and implemented by provincial and regional price control authorities. The retail price, once set, also effectively determines the
wholesale price of that medicine. From time to time, the NDRC publishes and updates a list of medicines that are subject to price control. Provincial and
regional price control authorities have discretion to authorize price adjustments based on the local conditions and the level of local economic development. Only
the manufacturer of a medicine may apply for an increase in the retail price of the medicine, and it must either apply to the provincial price control authority
where it is incorporated, if the medicine is provincially regulated, or to the NDRC, if the medicine is NDRC regulated.
Since May 1998, China’s central government has been ordering reductions in the retail prices of various pharmaceutical products. During the fiscal
year ended March 31, 2013, several price reductions occurred and affected 2,824 different pharmaceutical products, which required us to make 326 price
adjustments. Currently, 2,845 pharmaceutical products and OTC drugs we offered are subject to price controls.
The NDRC may grant premium pricing status to certain pharmaceutical products that are under price control. The NDRC may set the retail prices of
pharmaceutical products that have obtained premium pricing status at a level that is significantly higher than comparable products.
Reimbursement under the National Medical Insurance Program
Eligible participants in the national medical insurance program, mainly consisting of urban residents, are entitled to purchase medicine when presenting
their medical insurance cards in an authorized pharmacy, provided that the medicine they purchase have been included in the national or provincial medical
insurance catalogs. Depending on relevant local regulations, authorized pharmacies either sell medicine on credit and obtain reimbursement from relevant
government social security bureaus on a monthly basis, or receive payments from the participants at the time of their purchases, and the participants in turn
obtain reimbursement from relevant government social security bureaus.
Medicine included in the national and provincial medical insurance catalogs is divided into two tiers. Purchases of Tier A pharmaceutical products are
generally fully reimbursable, except that certain Tier A pharmaceutical products are only reimbursable to the extent the medicine are used for specifically stated
purposes in the medical insurance catalogs. Purchasers of Tier B pharmaceutical products, which are generally more expensive than those in Tier A, are
required to make a certain percentage of co-payments, with the remaining amount being reimbursable. The percentage of reimbursement for Tier B OTC
products varies in different regions in the PRC. Factors that affect the inclusion of medicine in the medical insurance catalogs include whether the medicine is
consumed in large volumes and commonly prescribed for clinical use in China and whether it is considered to be important in meeting the basic healthcare needs
of the general public.
China’s Ministry of Labor and Social Security, together with other government authorities, has the power to determine every two years which medicine
are included in the national medical insurance catalog, under which of the two tiers the included medicine falls, and whether an included medicine should be
removed from the catalog.
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Sales of Nutritional Supplements and other Food Products
A distributor of nutritional supplements and other food products must obtain a food circulation permit from local Administration of Industry and
Commerce. The grant of such permit is subject to an inspection of the distributor’s facilities, warehouses, hygienic environment, quality control systems,
personnel and equipment. The food circulation permit is valid for three years, and the holder must apply for renewal of the certificate within 30 days prior to its
expiration. Currently, Jiuxin Medicine, Jiuzhou Pharmacy, Shanghai Lydia and our drugstores all hold a valid Food Circulation Permit, except for our Lin’an store
as it does not sell food products and therefore does not require such permit. We are in the process of renewing the permits for 14 stores are expiring in 2013,
and believe that there is no difficulty in renewing such permits.
Medical Practice
Healthcare providers in China are required to comply with many laws and regulations at the national and local government levels. The laws and
regulations applicable to our medical practice include the following:
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We must register with and maintain an operating license from the local public health authority for each clinic that we operate, and is subject to
annual review by the public health authority;
The Licensed Physician Act requires that we only hire PRC licensed physicians;
All waste material from our clinics must be properly collected, sterilized, deposited, transported and disposed of, and we are required to keep
records of the origin, type and amount of all waste materials that we generate for at least three years;
We must have at least 3 physicians, 5 nurses and 1 technician on staff at each clinic; and
We must establish and follow protocols to prevent medical malpractice, which require us to: (i) insure that patients are adequately informed before
they consent to medical operations or procedures; (ii) maintain complete medical records which are available for review by the patient, physicians
and the courts; (iii) voluntarily report any event of malpractice to a local government agency; and (iv) support and justify the medical services we
provide in any administrative investigation or litigation. If we fail to comply with applicable laws and regulations, we could suffer penalties, including
the loss of our license to operate.
Interim Regulations on Administration of Sino-Foreign Joint Venture and Cooperative Medical Institutions
As per China commitments to the World Trade Organization, “foreign service suppliers are permitted to establish joint venture hospitals or clinics with
local Chinese partners with quantitative limitations in line with China’s needs. Foreign majority ownership is permitted.” In accordance with the Interim
Regulations on Administration of Sino-Foreign Joint Venture and Cooperative Medical Institutions jointly issued by the Ministry of Health (“MOH”) and
MOFCOM in 2000, the Chinese party of Sino-foreign joint ventures and cooperative medical institutions shall hold no less than 30% of shares and legal rights or
interest, which also mean foreign investors are allowed to hold a maximum stake of 70%. Such regulations also specify that the establishment of Sino-foreign
joint venture and cooperative medical institutions should be approved respectively by MOH and MOFCOM. In other words, foreigners are allowed to run
hospitals or clinics in the form of equity or co-operative joint ventures with an equity interest of up to 70% and a duration for co-operation of up to 20 years.
Internet Pharmaceutical Sales
China’s central government regulates Internet access, the distribution of online information and the conduct of online commerce through strict business
licensing requirements and other government regulations. Companies which sell pharmaceutical products to consumers through Internet are required to obtain:
(1) a drug distribution permit; (2) an Internet pharmaceutical information provider qualification certificate (renewable every five years); (3) an Internet
pharmaceutical transaction service qualification certificate (renewable every five years); (4) a value-added telecommunication operation permit; and (5)
registration with the Administration of Information Industry. Internet pharmacies are not allowed to distribute prescription drugs. The websites that sell
pharmaceutical products must ensure transaction security and enable the consumers to consult with licensed pharmacists. Also, Internet-based business in
China is required to obtain and maintain certain assets relevant to its business, such as delivery and storage facilities. Jiuzhou Pharmacy obtained all above-
mentioned certificates and registration and launched www.dada360.com in May 2010. Quannuo Technology has been operating the website and providing
software and technical supports since November 2010.
TCM Manufacturing
The SFDA has adopted a non-mandatory licensing process for TCM manufacturers according to the GAP (Good Agricultural Practice) for Chinese
Crude Drugs. Manufacturers who meet the government-set requirements will be granted a GAP certificate. Since we do not process the herbs that we harvest
and the GAP certification is not mandatory, we have not applied for such certification, and currently have no plan to do so.
Environmental Matters
Our drugstore and wholesale operations do not involve any activities subject to specific PRC environmental regulations. Our medical clinics are in
compliance with applicable regulations regarding the administration of medical wastes, including collections, temperate storage, and packaging and labeling of
medical wastes. Pursuant to such regulations, we contract with Dadi Weikang Medical Wastes Disposal Center to dispose of all medical wastes generated by
our clinics.
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Principal Executive Office
Our principal executive office is located at Room 507-513, 5th Floor, A Building, Meidu Plaza, Gongshu District, Hangzhou, Zhejiang, China. Our main
telephone number is +86-571-88077078, and fax number is +86-571-88077108.
ITEM 1A. RISK FACTORS
RISK FACTORS
You should carefully consider the risks described below together with all of the other information included in this report before making an investment
decision with regard to our securities. The statements contained in or incorporated into this report that are not historic facts are forward-looking
statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-
looking statements. If any of the following risks actually occurs, our business, financial condition or results of operations could be harmed. In that
case, the trading price of our common stock could decline, and you may lose all or part of your investment.
Our relatively limited operating history makes it difficult to evaluate our future prospects and results of operations.
Risks Relating to Our Business in General
We have a relatively limited operating history. We opened our first drugstore in March 2004, and entered the wholesale pharmaceutical distribution
business in August 2011. Accordingly, you should consider our future prospects in light of the risks and uncertainties experienced by early stage companies in
evolving industries such as the pharmaceutical industry in China. Some of these risks and uncertainties relate to our ability to:
● maintain our market position;
attract additional customers and increase spending per customer;
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respond to competitive market conditions;
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increase awareness of our brand and continue to develop customer loyalty;
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respond to changes in our regulatory environment;
● maintain effective control of our costs and expenses;
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raise sufficient capital to sustain and expand our business;
attract, retain and motivate qualified personnel; and
ability to find and open new locations.
If we are unsuccessful in addressing any of these risks and uncertainties, our business may be materially and adversely affected.
We face significant competition, and if we do not compete successfully against existing and new competitors, our revenue and profitability would be
materially and adversely affected.
Both drugstore and wholesale pharmaceutical distribution industries in China are highly competitive, and we expect competition to intensify in the
future. Our primary drugstore competitors include other drugstore chains and independent drugstores. We also increasingly face competition from discount
stores, convenience stores and supermarkets as we increase our offering of non-drug convenience products and services. We compete for customers and
revenue primarily on the basis of store location, merchandise selection, price, services that we offer and our brand name. Our primary wholesale competitors
include regional and national players. In addition, we may be subject to additional competition from new entrants to both industries in China. We could also face
increased competition from foreign companies if the Chinese government removes the barriers against foreign companies into these industries.
Some of our larger competitors may enjoy competitive advantages, such as:
greater financial and other resources;
larger variety of products;
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● more extensive and advanced supply chain management systems;
greater pricing flexibility;
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larger economies of scale and purchasing power;
● more extensive advertising and marketing efforts;
greater knowledge of local market conditions;
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stronger brand recognition; and
larger sales and distribution networks.
As a result, we may be unable to offer products similar to, or more desirable than, those offered by our competitors, market our products as effectively
as our competitors or otherwise respond successfully to competitive pressures. In addition, our competitors may be able to offer larger discounts on competing
products, and we may not be able to profitably match those discounts. Furthermore, our competitors may offer products that are more attractive to our
customers or that render our products uncompetitive. In addition, the timing of the introduction of competing products into the market could affect the market
acceptance and market share of our products. Our failure to compete successfully could materially and adversely affect our business, financial condition, results
of operation and prospects.
We have significant cash deposits with our suppliers and landlords in order to obtain and maintain our inventory and maintain and establish store
locations, which we may not be able to recover in the event of bankruptcy by our suppliers or landlords or other events beyond our control.
Our ability to obtain products and maintain inventory at, and to maintain and establish leases for, our pharmacies, is dependent upon our ability to post
and maintain significant cash deposits with our suppliers and landlords. Many vendors in China are unwilling to extend credit terms and instead require cash
deposits, and landlords may require 12 months or longer of cash deposit as security. At March 31, 2013, we had approximately $15.6 million on deposit with
suppliers and approximately $2.8 million as deposits with landlords for our pharmacies. If we are unable or unwilling to establish such advances and deposits our
ability to generate sales and expand our business would be adversely affected. In general, we expect the amounts required for advances and deposits to
increase as we undertake our expansion plans, complete store openings and expand our business through acquisitions or otherwise. We do not generally receive
interest on the deposits made to suppliers or landlords, and such deposits are subject to loss as a result of the creditworthiness or bankruptcy of the party who
holds our funds, as well as the risk from illegal acts such as conversion, fraud, theft or dishonesty associated with the third party. If these circumstances were
to arise, we would find it difficult or impossible, due to the unpredictability of legal proceedings in China, to recover all or a portion of the amount on deposit with
our vendors or landlords.
If we are unable to optimize management of our procurement and distribution activities, we may be unable to meet customer demand while increasing
burden on managing our supply chain.
Since May 2011, we have been using Jiuxin Medicine’s facility as our distribution center for both our retail and wholesale businesses. Our ability to
meet customer demand may be significantly limited if we do not successfully and efficiently conduct our distribution activities, or if Jiuxin Medicine’s facility is
destroyed or shut down for any reason, including as the result of a natural disaster. Any disruption in the operation of our distribution could result in higher costs
or longer lead times associated with distributing our products. In addition, as it is difficult to predict accurate sales volume in our industry, we may be unable to
optimize our distribution activities, which may result in excess or insufficient inventory, warehousing, fulfillment or distribution capacity. Furthermore, failure to
effectively control product damage during distribution process could decrease our operating margins and reduce our profitability.
In addition, all product procurement is handled through our corporate headquarters. Such centralization is intended to reduce cost of goods sold as a
result of volume purchase benefits. However, we may be less successful than anticipated in achieving these volume purchase benefits. In addition, such
centralization is expected to increase the complexity of tracking inventory and place additional burdens on the management of our supply chain. If we cannot
successfully reduce our costs through centralizing procurement, our profitability and prospects would be materially and adversely affected.
Failure to maintain optimal inventory levels could increase our inventory holding costs or cause us to lose sales, either of which could have a material
adverse effect on our business, financial condition and results of operations.
We need to maintain sufficient inventory levels to operate both our retail and wholesale businesses successfully as well as meet customer
expectations. However, we must also guard against the risk of accumulating excess inventory. We are exposed to inventory risks as a result of rapid changes
in product life cycles, changing consumer preferences, uncertainty of success of product launches, seasonality, and manufacturer backorders and other vendor-
related problems. We cannot assure you that we can accurately predict these trends and events and avoid over-stocking or under-stocking products. In
addition, demand for products could change significantly between the time product inventory is ordered and the time it is available for sale.
When we begin selling a new product, it is particularly difficult to forecast product demand accurately. The purchase of certain types of inventory may
require significant lead-time. As we carry a broad selection of products and maintain significant inventory levels for a substantial portion of our merchandise,
we may be unable to sell such inventory in sufficient quantities or during the relevant selling seasons. Carrying too much inventory would increase our inventory
holding costs, and failure to have inventory in stock when a customer orders or purchases it could cause us to lose that order or lose that customer, either of
which could have a material adverse effect on our business, financial condition and results of operations.
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We rely on computer software and hardware systems in managing our operations, the capacity of which may restrict our growth and the failure of
which could adversely affect our business, financial condition and results of operations.
We are dependent upon our integrated information management system to monitor daily operations of our retail and wholesale businesses, and to
maintain accurate and up-to-date operating and financial data for compilation of management information. In addition, we rely on our computer hardware and
network for the storage, delivery and transmission of the data of our retail and wholesale systems. Any system failure which causes interruptions to the input,
retrieval and transmission of data or increase in the service time could disrupt our normal operation. Although we believe that our computer software and
hardware systems are current and that our disaster recovery plan is adequate in handling their failure, we cannot assure you that we can effectively carry out
this disaster recovery plan and that we will be able to restore our operation within a sufficiently short time frame to avoid our business being disrupted. Any
failure in our computer software and/or hardware systems could have a material adverse effect on our business, financial condition and results of operations. In
addition, if the capacity of our computer software and hardware systems fails to meet the increasing needs of our expanding operations, our ability to grow may
be constrained.
As a distributor of pharmaceutical and other healthcare products, we are exposed to inherent risks relating to product liability and personal injury
claims.
Distributors of pharmaceutical and other healthcare products are exposed to risks inherent in the packaging and distribution of such products. Such
risks include unintentional distribution of counterfeit drugs and, with respect to our pharmacies, improper filling of prescriptions, labeling of prescriptions and
adequacy of warnings. Furthermore, the applicable laws, rules and regulations require our in-store pharmacists to offer counseling, without additional charge, to
our customers about medication, dosage, delivery systems, common side effects and other information the in-store pharmacists deem significant. Our in-store
pharmacists may also have a duty to warn customers regarding any potential negative effects of a prescription drug if the warning could reduce or negate these
effects, and we may be liable for claims arising from advices given by our in-store pharmacists. In addition, product liability claims may be asserted against us
with respect to any of the products we distribute, and we may be required to pay for damages for any successful product liability claim against us, although we
may have the right under applicable PRC laws, rules and regulations to recover from the relevant manufacturer for compensation we paid to our customers in
connection with such claim. We may also be obligated to recall affected products. If we are found liable for product liability claims, we could be required to
pay substantial monetary damages. Furthermore, even if we successfully defend ourselves against this type of claim, we could be required to spend significant
management, financial and other resources, which could disrupt our business, and our reputation as well as our brand names may also suffer. We, like many
other similar companies in China, do not carry product liability insurance. As a result, any imposition of product liability could materially harm our business,
financial condition and results of operations. In addition, we do not have any business interruption insurance due to the limited coverage of any business
interruption insurance in China, and as a result, any business disruption or natural disaster could severely disrupt our business and operations and significantly
decrease our revenue and profitability.
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We depend substantially on the continuing efforts of our cofounders, and our business and prospects may be severely disrupted if we lose their
services.
Our future success is dependent on the continued services of our three cofounders, Messrs. Lei Lu and Chong’an Jin and Ms. Li Qi. We do not
maintain key-man insurance. If we lose the services of any one of our cofounders, we may not be able to locate suitable or qualified replacements, which could
severely disrupt our business and prospects. Each of our three cofounders has entered into a confidentiality and non-competition agreement with us regarding
these agreements. However, if any disputes arise between our cofounders and us, we cannot assure you, in light of uncertainties associated with the PRC legal
system, that any of these agreements could be enforced in China, where the three cofounders reside and hold some of their assets. See “Risks Related to
Doing Business in China — You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original
actions in China based on United States or other foreign laws against us or our management.”
We depend on the continued service of, and on the ability to attract, motivate and retain a sufficient number of qualified and skilled personnel for our
business.
The implementation of our business strategy and our future success also depend in large part on our continued ability to attract and retain highly
qualified and skilled personnel. We cannot assure you that we will be able to attract, hire and retain sufficient numbers of skilled personnel necessary to continue
to develop and grow our business. We face competition for personnel from both retail and wholesale pharmaceutical distribution operators. Competition for
these individuals could cause us to offer higher compensation and other benefits in order to attract and retain them, which could materially and adversely affect
our financial condition and results of operations. We may be unable to attract or retain the personnel required to achieve our business objectives and failure to do
so could severely disrupt our business and prospects. The process of hiring suitably qualified personnel is also often lengthy. In the past, we have had two major
challenges to our recruiting efforts: (1) unqualified candidates who represent themselves as being qualified, and (2) talented and competent candidates who do
not match our job requirements. If our recruitment and retention efforts are unsuccessful in the future, it may be more difficult for us to execute our business
strategy.
Our retail and wholesale operations require a number of permits and licenses in order to carry on their business.
We are required to obtain certain permits and licenses from various PRC governmental authorities, including Drug Distribution Permit and GSP
certification. We are also required to obtain food hygiene certificates for the distribution of nutritional supplements and food products. We cannot assure you
that we can maintain all required licenses, permits and certifications to carry on our business at all times, and from time to time we may have not been in
compliance with all such required licenses, permits and certifications. Moreover, these licenses, permits and certifications are subject to periodic renewal and/or
reassessment by the relevant PRC governmental authorities and the standards of such renewal or reassessment may change from time to time. We intend to
apply for the renewal of these licenses, permits and certifications when required by applicable laws and regulations. Any failure by us to obtain and maintain all
licenses, permits and certifications necessary to carry on our business at any time could have a material adverse effect on our business, financial condition and
results of operations. In addition, any inability to renew these licenses, permits and certifications could severely disrupt our business, and prevent us from
continuing to carry on our business. Any changes in the standards used by governmental authorities in considering whether to renew or reassess our business
licenses, permits and certifications, as well as any enactment of new regulations that may restrict the conduct of our business, may also decrease our revenue
and/or increase our costs and materially reduce our profitability and prospects. Furthermore, if the interpretation or implementation of existing laws and
regulations changes or if new regulations come into effect requiring us to obtain any additional licenses, permits or certifications that were previously not
required to operate our existing businesses, we cannot assure you that we may successfully obtain such licenses, permits or certifications.
The continued penetration of counterfeit products into the pharmaceutical market in China may damage our reputation and have a material adverse
effect on our business, financial condition, results of operations and prospects.
There has been continued penetration of counterfeit products into the pharmaceutical market in China. Counterfeit products are generally sold at lower
prices than the authentic products due to their low production costs, and in some cases are very similar in appearance to the authentic products. Counterfeit
pharmaceuticals may or may not have the same chemical content as their authentic counterparts, and are typically manufactured without proper licenses or
approvals as well as fraudulently mislabeled with respect to their content and/or manufacturer. Although China’s central government has been increasingly
active in combating counterfeit pharmaceutical and other products, there is not yet an effective counterfeit pharmaceutical product regulation control and
enforcement system in China. Although we have implemented a series of quality control procedures in our procurement process, we cannot assure you that we
would not be selling counterfeit pharmaceutical products inadvertently. Any unintentional sale of counterfeit products may subject us to negative publicity, fines
and other administrative penalties or even result in litigation against us. Moreover, the continued proliferation of counterfeit products and other products in
recent years may reinforce the negative image of drug distributors among consumers in China. The continued proliferation of counterfeit products in China
could have a material adverse effect on our business, financial condition, and results of operation.
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We may need additional capital, and the sale of equity securities could result in dilution to our stockholders, while debts may require us to make
covenants restricting how we operate.
We believe that our current cash and anticipated cash flow from operations, as well as bank facilities and personal loans from our principal
shareholders, should be sufficient to meet our anticipated cash needs for the near future. We may, however, require additional cash resources due to changed
business conditions or other future developments. If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt
securities or obtain credit facility. The sale of additional equity securities could result in dilution to our stockholders. The incurrence of additional indebtedness
would result in increased debt service obligations and could result in further operating and financing covenants that would further restrict our freedom to operate
our business, such as conditions that:
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limit our ability to pay dividends or require us to seek consent for the payment of dividends;
increase our vulnerability to general adverse economic and industry conditions;
require us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow to fund
capital expenditures, working capital and other general corporate purposes; and
limit our flexibility in planning for, or reacting to, changes in our business and our industry.
We cannot guarantee that we will be able to obtain any additional financing on terms that are acceptable to us, or at all.
Risks Relating to Our Pharmacy Operations
Our operating results are difficult to predict, and we may experience significant fluctuations in our operating results.
Our operating results may fluctuate significantly. As a result, you may not be able to rely on period to period comparisons of our operating results as an
indication of our future performance. Factors causing these fluctuations include, among others:
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our ability to maintain and increase sales to existing customers, attract new customers and satisfy our customers’ demands;
the frequency of customer visits to our drugstores and the quantity and mix of products our customers purchase;
the price we charge for our products or changes in our pricing strategies or the pricing strategies of our competitors;
timing and costs of marketing and promotional programs organized by us and/or our suppliers, including the extent to which we or our suppliers
offer promotional discounts to our customers;
our ability to acquire merchandise, manage inventory and fulfill orders;
technical difficulties, system downtime or interruptions that may affect our product selection, procurement, pricing, distribution and retail
management processes;
the introduction by our competitors of new products or services;
the effects of strategic alliances, potential acquisitions and other business combinations, and our ability to successfully and timely integrate them into
our business;
changes in government regulations with respect to pharmaceutical and retail industries; and
current economic and geopolitical conditions in China and elsewhere.
In addition, a significant percentage of our operating expenses are fixed in the short term. As a result, a delay in generating revenue for any reason could result
in substantial operating losses.
Moreover, our business is subject to seasonal variations in demand. In particular, traditional retail seasonality affects the sales of certain
pharmaceuticals and other non-pharmaceutical products. Sales of our pharmaceutical products during our fiscal third quarter (October 1st through December
31st) benefit from the winter cold and flu season, and are lower in our fiscal fourth quarter (January 1st through March 31st ) because Chinese New Year falls
into that quarter each year and our customers generally pay fewer visits to drugstores during this period. In addition, sales of some health and beauty products
are driven, to some extent, by seasonal purchasing patterns and seasonal product changes. Failure to manage the increased sales effectively in the high sale
season, and increases in inventory in anticipation of sales increase could have a material adverse effect on our financial condition, results of operations and cash
flow.
Many of the factors discussed above are beyond our control, making our quarterly results difficult to predict, which could cause the trading price of our
securities to decline below investor expectations. You should not rely on our operating results for prior periods as an indication of our future results.
We may not be able to timely identify or otherwise effectively respond to changing customer preferences, and we may fail to optimize our product
offering and inventory position.
The drugstore industry in China is rapidly evolving and is subject to rapidly changing customer preferences that are difficult to predict. Our success
depends on our ability to anticipate and identify customer preferences and adapt our product selection to these preferences. In particular, we must optimize our
product selection and inventory positions based on sales trends. We cannot assure you that our product selection, especially our selections of nutritional
supplements and food products, will accurately reflect customer preferences at any given time. If we fail to anticipate accurately either the market for our
products or customers’ purchasing habits or fail to respond to customers’ changing preferences promptly and effectively, we may not be able to adapt our
product selection to customer preferences or make appropriate adjustments to our inventory positions, which could significantly reduce our revenue and have a
material adverse effect on our business, financial condition and results of operations.
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Our success depends on our ability to establish effective advertising, marketing and promotional programs.
Our success depends on our ability to establish effective advertising, marketing and promotional programs, including pricing strategies implemented in
response to competitive pressures and/or to drive demand for our products. Our advertisements are designed to promote our brand, our corporate image and the
prices of products available for sale in our stores. Our pricing strategies and value proposition must be appropriate for our target customers. If we are not able
to maintain and increase the awareness of our pharmacy brand, products and services, we may not be able to attract and retain customers and our reputation
may also suffer. We expect to incur substantial expenses in our marketing and promotional efforts to both attract and retain customers. However, our
marketing and promotional activities may be less successful than we anticipate, and may not be effective at building our brand awareness and customer
base. In addition, the government may impose restrictions on how marketing and promotional activities can be conducted. We also cannot assure you that our
current and planned spending on marketing activities will be adequate to support our future growth. Failure to successfully execute our advertising, marketing
and promotional programs may result in material decreases in our revenue and profitability.
Our brand names, trade secrets and other intellectual property are valuable assets. If we are unable to protect them from infringement, our business
and prospects may be harmed.
We consider our pharmacy brand names to be valuable assets. We may be unable to prevent third parties from using such brand names without
authorization, which may adversely affect our business and reputation, including the perceived quality and reliability of our products and services. We have four
registered trademarks and one trademark application pending in China. We also own five domain names, three of which are currently active.
We rely on trade secrets to protect our know-how and other proprietary information, including pricing, purchasing, promotional strategies, customer lists
and/or suppliers lists. However, trade secrets are difficult to protect. While we believe we use reasonable efforts to protect our trade secrets, our employees,
consultants, contractors or advisors may unintentionally or willfully disclose our information to competitors. In addition, confidentiality agreements, if any,
executed by the foregoing persons may not be enforceable or provide meaningful protection for our trade secrets or other proprietary information in the event of
unauthorized use or disclosure. Our employees are required to sign an employment agreement as a condition of employment, which contains a confidentiality
provision.
If we were to enforce a claim that a third party had illegally obtained and was using our trade secrets, such efforts could be expensive and time-
consuming, and the outcome unpredictable. In addition, if our competitors independently develop information that is equivalent to our trade secrets or other
proprietary information, it will be even more difficult for us to enforce our rights and our business and prospects could be harmed.
Litigation may be necessary in the future to enforce our intellectual property rights or to determine the validity and scope of the intellectual property
rights of others. However, because the validity, enforceability and scope of protection of intellectual property rights in the PRC are uncertain and still evolving,
we may not be successful in prosecuting these cases. In addition, any litigation or proceeding or other efforts to protect our intellectual property rights could
result in substantial costs and diversion of our resources and could seriously harm our business and operating results. Furthermore, the degree of future
protection of our proprietary rights is uncertain and may not adequately protect our rights or permit us to gain or keep our competitive advantage. If we are
unable to protect our trade names, trade secrets and other propriety information from infringement, our business, financial condition and results of operations
may be materially and adversely affected.
We may be exposed to intellectual property infringement and other claims by third parties which, if successful, could disrupt our business and have a
material adverse effect on our financial condition and results of operations.
Our success depends, in large part, on our ability to use our proprietary information and know-how without infringing third party intellectual property
rights. As litigation becomes more common in China, we face a higher risk of being the subject of claims for intellectual property infringement, invalidity or
indemnification relating to other parties’ proprietary rights. Our current or potential competitors, many of which have substantial resources, may have or may
obtain intellectual property protection that will prevent, limit or interfere with our ability to conduct our business in China. Moreover, the defense of intellectual
property suits, including trademark infringement suits, and related legal and administrative proceedings can be both costly and time consuming and may
significantly divert the efforts and resources of our management personnel. Furthermore, an adverse determination in any such litigation or proceedings to which
we may become a party could cause us to:
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pay damage awards;
seek licenses from third parties;
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pay ongoing royalties;
redesign our product offerings; or
be restricted by injunctions,
each of which could effectively prevent us from pursuing some or all of our business and result in our customers or potential customers deferring or limiting their
purchase from our stores, which could have a material adverse effect on our financial condition and results of operations.
Future acquisitions are expected to be a part of our growth strategy, and could expose us to significant business risks.
One of our strategies is to grow our business through acquisition. However, we cannot assure you that we will be able to identify and secure suitable
acquisition opportunities. Our ability to consummate and integrate effectively any future acquisitions on terms that are favorable to us may be limited by the
number of attractive acquisition targets, internal demands on our resources and, to the extent necessary, our ability to obtain financing on satisfactory terms for
larger acquisitions, if at all. Moreover, if an acquisition target is identified, the third parties with whom we seek to cooperate may not select us as a potential
partner or we may not be able to enter into arrangements on commercially reasonable terms or at all. The negotiation and completion of potential acquisitions,
whether or not ultimately consummated, could also require significant diversion of management’s time and resources and potential disruption of our existing
business. Furthermore, we cannot assure you that the expected synergies from future acquisitions will actually materialize. In addition, future acquisitions could
result in the incurrence of additional indebtedness, costs, and contingent liabilities. Future acquisitions may also expose us to potential risks, including risks
associated with:
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the integration of new operations, services and personnel;
unforeseen or hidden liabilities;
the diversion of financial or other resources from our existing businesses;
our inability to generate sufficient revenue to recover costs and expenses of the acquisitions; and
potential loss of, or harm to, relationships with employees or customers.
Any of the above could significantly disrupt our ability to manage our business and materially and adversely affect our business, financial condition and results of
operations.
Changes in economic conditions and consumer confidence in China may influence the drugstore industry, consumer preferences and spending
patterns.
Our business and revenue growth primarily depend on the size of the drugstore market in China. As a result, our revenue and profitability may be
negatively affected by changes in national, regional or local economic conditions and consumer confidence in China. In particular, as we focus our expansion of
pharmacies in metropolitan markets, where living standards and consumer purchasing power are relatively high, we are especially susceptible to changes in
economic conditions, consumer confidence and customer preferences of the urban Chinese population. External factors beyond our control that affect consumer
confidence include unemployment rates, levels of personal disposable income, national, regional or local economic conditions and acts of war or terrorism.
Changes in economic conditions and consumer confidence could adversely affect consumer preferences, purchasing power and spending patterns. In addition,
acts of war or terrorism may cause damage to our facilities, disrupt the supply of the products and services we offer in our stores or adversely impact consumer
demand. Any of these factors could have a material adverse effect on our business, financial condition and results of operations.
The prices of certain pharmaceutical products are subject to control, including periodic downward adjustment, by PRC governmental authorities.
An increasing percentage of pharmaceutical products that our pharmacies carry, primarily those included in the national and provincial medical
insurance catalogs, are subject to price controls in the form of fixed retail prices or retail price ceilings. See “Relevant PRC Regulations — Price Controls”
above. In addition, the retail prices of these products are also subject to periodic downward adjustments as China’s central government seeks to make
pharmaceutical products more affordable to the general public. Since May 1998, the relevant authorities have ordered price reductions of thousands of
pharmaceutical products. During the fiscal year ended March 31, 2013, several price reductions occurred and affected 2,824 different prescription
pharmaceutical products, which required us to make 326 price adjustments. Currently, 2,845 prescription and OTC drugs that we offer are subject to price
controls. Any future price controls or government mandated price reductions may have a material adverse effect on our financial condition and results of
operations, including significantly reducing our revenue and profitability.
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We may be subject to fines and penalties if we fail to comply with the applicable PRC laws and regulations governing sales of medicines under
China’s National Medical Insurance Program.
Eligible participants in China’s national medical insurance program, mainly consisting of urban residents in China, are entitled to buy medicines using
their medical insurance cards from an authorized pharmacy, provided that the medicines they purchase have been included in the national or provincial medical
insurance catalogs. The pharmacy, in turn, obtains reimbursement from the relevant government social security bureaus. Moreover, the applicable PRC laws,
rules and regulations prohibit pharmacies from selling goods other than pre-approved medicines when purchases are made with medical insurance cards. We
have established procedures to prohibit our drugstores from selling unauthorized goods to customers who make purchases with medical insurance
cards. However, we cannot assure you that those procedures will be strictly followed by all of our employees in all of our stores.
Risks Relating to Our Medical Services
If we do not attract and retain qualified physicians and other medical personnel, our ability to provide medical services would be adversely affected.
The success of our medical services will be, in part, dependent upon the number and quality of doctors, nurses and other medical support personnel that
we employ and our ability to maintain good relations with them. Our medical staff may terminate their employment with us at any time. If we are unable to
successfully maintain good relationships with them, our ability to provide medical services may be adversely affected.
The provision of medical services is heavily regulated in the PRC and failure to comply with those regulations could result in penalties, loss of
licensure, additional compliance costs or other adverse consequences.
Healthcare providers in China, as in most other populous countries, are required to comply with many laws and regulations at the national and local
government levels. These laws and regulations relate to: licensing; the conduct of operations; the ownership of facilities; the addition of facilities and services;
advertising; confidentiality, maintenance and security issues associated with medical records; billing for services; and prices for services. If we fail to comply
with applicable laws and regulations, we could suffer penalties, including the loss of our licenses to operate. In addition, further healthcare legislative reform is
likely, and could materially adversely affect our business and results of operations in the event we do not comply or if the cost of compliance is expensive. The
above list of certain regulated areas is not exhaustive and it is not possible to anticipate the exact nature of future healthcare legislative reform in
China. Depending on the priorities determined by the Chinese Ministry of Health, the political climate at any given time, the continued development of the
Chinese healthcare system and many other factors, future legislative reforms may be highly diverse, including stringent infection control policies, improved rural
healthcare facilities, increased regulation of the distribution of pharmaceuticals and numerous other policy matters. Consequently, the implications of these
future reforms could result in penalties, loss of licensure, additional compliance costs or other adverse consequences.
As a provider of medical services, we are exposed to inherent risks relating to malpractice claims.
As a provider of medical services, any misdiagnosis or improper treatment may result in adverse publicity regarding us, which would harm our
reputation. If we are found liable for malpractice claims, we could be required to pay substantial monetary damages. Furthermore, even if we successfully
defend ourselves against this type of claim, we could be required to spend significant management, financial and other resources, which could disrupt our
business, and our reputation as well as our brand name may also suffer. Because malpractice claims are not common in China, we do not carry malpractice
insurance. As a result, any imposition of malpractice liability could materially harm our business, financial condition and results of operations.
We face competition that could adversely affect our results of operations.
Our clinics compete with a large number and variety of healthcare facilities in their respective markets. There are numerous government-run and
private hospitals and clinics available to the general populace. There can be no assurance that these or other clinics, hospitals or other facilities will not
commence or expand such operations, which would increase their competitive position. Further, there can be no assurance that a healthcare organization,
having greater resources in the provision or management of healthcare services, will not decide to engage in operations similar to those being conducted by us in
Hangzhou.
Our herb farming business is subject to the volatility of prices for raw TCM herbs.
Risks Related to Our Herb Farming
We currently sell the herbs that we harvest in bulk to a third-party vendor, based on local market prices primarily determined by TCM manufacturers
and trading companies. Such market prices have increased significantly in recent years in response to changes in the supply of and demand for raw herbs,
market uncertainty and a variety of additional factors that are beyond our control, including inflation, changes of weather, outbreak of disease, domestic
government regulation, market speculation and overall economic conditions. There can be no assurance that market prices, which historically have fluctuated
widely, will continue to increase or remain stable and any future declines in prices may negatively impact the viability of our herb farming business.
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Unforeseen and severe weather can reduce cultivation activities and lead to a decrease in anticipated harvest.
The climatic and seasonal factors such as weather conditions, level of rainfall and temperature may, among other things, affect the quality, overall
supply and availability of raw herbs. Sustained adverse weather conditions in Zhejiang Province in general and in Lin’an in particular where our herbs are
planted, such as rain, extreme cold or snow, could disrupt or curtail cultivation activities which in turn could reduce our anticipated harvest yields, delay the
timing of our anticipated harvest and distribution, and negatively affect the quality of our harvest. In addition, natural disasters such as fires, earthquakes,
snowstorms, extreme climatic or weather conditions such as floods or droughts, or natural conditions such as crop disease, pests or soil erosion, may negatively
impact our cultivation and harvest.
In addition, the actual climatic conditions of Zhejiang Province and of Lin’an in particular may not conform to historical patterns and may be affected by
variations in weather patterns, including any potential impact of climate change. The effects of climate change may produce more variable or severe weather
events that can adversely affect our ability to cultivate and harvest successfully.
The occurrence of any of these may materially harm our herb farming business.
Should the herbs that we harvest ever become contaminated or deteriorate, we may be exposed to negative publicity about product safety which could
have a negative impact on our financial condition.
Any contamination or deterioration of the herbs that we harvest could harm our reputation and business. Any such contamination or deterioration could
result in their recall and criminal or civil liability, and restrict our ability for further distribution. Any resulting negative publicity could also drive consumers away
from our other business segments, which would have a material and adverse effect on our business, financial condition and results of operations.
We may also be affected by factors such as negative publicity resulting from the publication of industry findings, research reports or health concerns
concerning the safety of TCM products produced in China or the herbs that we harvest in particular. Such complaints and negative publicity may lead to a loss
of consumer confidence and a reduction in the demand for TCM.
We have limited control over the availability and the quality of the local farmers with whom we cooperate because we do not employ them directly.
We rely on local farmers to farm and harvest our herbs, but do not employ them directly. Instead, they are recruited and employed by the local
villagers’ committees that we negotiate with. We have limited control over the availability and the quality of this labor force. A shortage of suitable laborers
may adversely affect our harvest yields.
Risks Related to Our Online Sales
We rely on computer software and hardware systems in managing our online sales, the capacity of which may restrict our growth and the failure of
which could adversely affect our business, financial condition and results of operations.
We are dependent upon our electronic commerce system to carry out our online sales. Any system failure which causes interruptions to the input,
retrieval and transmission of data or increases in service time could disrupt our normal operation. Although we believe we have a disaster recovery plan, which
can handle the failure of our computer software and hardware systems, we cannot assure you that we can effectively carry out this disaster recovery plan and
that we will be able to restore our operation within a sufficiently short time frame to avoid disruption to our business. Any failure in our computer software
and/or hardware systems could have a material adverse effect on our business, financial condition and results of operations. In addition, if the capacity of our
computer software and hardware systems fails to meet the increasing needs of our operations, our ability to grow may be constrained.
As our online business is fairly new, it may be difficult to evaluate its performance and prospects.
We launched www.dada360.com to sell OTC drugs and nutritional supplements online in May 2010. Given such limited operating history, it may be
difficult for you to evaluate its performance and prospects. Our ability to generate a profit from online sales remains largely unproven, our online business
strategy has not been tested over time, and we cannot be certain that we will be able to successfully manage or grow our online business. We may incur
significant costs as we continue to implement and improve our website.
Uncertainties regarding the growth and sustained profitability of e-commerce in China could adversely affect the prospects of our online business.
While e-commerce has existed in China since the 1990s, only recently have certain e-commerce companies in China become profitable. Thus, the
long-term viability and prospects of various e-commerce business models, and e-commerce generally, in China remain relatively untested. Future operating
results from our online business will depend on numerous factors affecting the development of e-commerce in China, which may be beyond our control. These
factors include:
●
the growth of personal computer, Internet and broadband usage and penetration in China, and the rate of any such growth;
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the trust and confidence level of consumers in online shopping in China, as well as changes in customer demographics and consumers’ tastes and
preferences;
the selection, price and popularity of products that we and our competitors offer online;
●
● whether alternative retail channels or business models that better address the needs of consumers emerge in China;
●
●
the development of fulfillment, payment and other ancillary services associated with online purchases; and
general economic conditions, particularly economic conditions affecting discretionary consumer spending.
A decline in the popularity of shopping on the Internet in general, or failure by us to adapt our website and improve the online shopping experience of our
customers in response to trends and consumer needs, may adversely affect our online business prospects.
If our online business fails to obtain and maintain the requisite assets, licenses, qualified personnel and approvals required under the complex
regulatory environment for Internet-based businesses in China, the business prospects for such business may be materially and adversely affected.
Internet-based businesses in China are highly regulated by China’s central government, and numerous regulatory authorities are empowered to issue
and implement regulations governing various aspects of these businesses. Our online business is operated by our PRC subsidiary, Quannuo Technology, which
is required to obtain and maintain certain assets relevant to its business, such as computers and other electrical equipment, as well as applicable licenses or
approvals from different regulatory authorities. These assets and licenses are essential to the operation of an e-commerce business and are generally subject to
annual review by the relevant governmental authorities. Furthermore, we may be required to obtain additional licenses. If we fail to obtain or maintain any of
the required assets, licenses or approvals, our Internet business may be deemed illegal and it may be subject to various penalties, such as confiscation of illegal
income, fines and the discontinuation or restriction of its operations. Any such disruption may materially and adversely affect the prospects of our online
business.
Risks Related to Our Corporate Structure
Chinese regulations limit foreign ownership of any pharmacy operator with 30 or more stores, and limit foreign ownership of medical clinics to Sino-
foreign joint venture. The entities that operate our pharmacies and clinics are controlled by us by means of contractual arrangements. The validity
of such contractual arrangements is uncertain. If the Chinese government determines that these contractual arrangements do not comply with
applicable regulations, we could be subject to severe penalties and our business could be adversely affected. In addition, changes in such Chinese
laws and regulations may materially and adversely affect our business.
Current PRC regulations limit foreign ownership of a pharmacy operator to 49.0% if such operator owns interests in 30 or more drugstores in China
that sell a variety of branded pharmaceutical products sourced from different suppliers. Since we do not own any equity interests in Jiuzhou Pharmacy (or its
subsidiary Shanghai Lydia), but controls them through contractual arrangements, the regulations limiting foreign ownership should not apply to us even if Jiuzhou
Pharmacy or Shanghai Lydia expands beyond 30 stores.
Similarly, PRC regulations restrict foreign ownership of medical practice in China to Sino-foreign joint venture. Since we do not have actual equity
interest in Jiuzhou Clinic or Jiuzhou Service, but control these entities through contractual arrangements, such PRC regulations should not be applicable to us or
our structure.
There are, however, uncertainties regarding the interpretation and application of PRC laws, rules and regulations, including but not limited to the laws,
rules and regulations governing the validity and enforcement of our contractual arrangements. Although the structure for operating our business in China
(including our corporate structure and contractual arrangements with Jiuzhou Pharmacy, Jiuzhou Clinic, Jiuzhou Service and our three cofounders) comply with
all applicable PRC laws, rules and regulations, and do not violate, breach, contravene or otherwise conflict with any applicable PRC laws, rules or regulations,
we cannot assure you that a regulatory authority will not determine that our corporate structure and contractual arrangements violate PRC laws, rules or
regulations. If any such authority determines that our contractual arrangements are in violation of applicable PRC laws, rules or regulations, our contractual
arrangements will become invalid or unenforceable, and we may not be able to consolidate the operations of HJ Group with our results of operations. In
addition, new PRC laws, rules and regulations may be introduced from time to time to impose additional requirements that may be applicable to our contractual
arrangements. For example, pursuant to the PRC Property Rights Law that became effective on October 1, 2007, the pledge of any equity interests of a PRC
private entity shall become effective once it is duly registered with the local branches of the State Administration for Industry and Commerce (the
“SAIC”). Following the promulgation of the Property Law, the SAIC further issued the Administrative Measures for Registrations of Share Pledge on
September 1, 2008, which provided detailed procedural guidance for the local SAIC offices to handle the registrations of share pledge. The Equity Pledge
Agreement that forms a part of the contractual arrangements creates a legally binding obligation on the parties upon the execution date; however, the pledge
established under such agreement does not become effective until due registration with local SAIC office. On May 18, 2010, registration of the pledged equity
interests in Jiuzhou Pharmacy was completed.
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The Chinese government has broad discretion in dealing with violations of laws and regulations, including levying fines, revoking business and other
licenses and requiring actions necessary for compliance. In particular, licenses and permits issued or granted to us by relevant governmental bodies may be
revoked at a later time by higher regulatory bodies. We cannot predict the effect of the interpretation of existing or new Chinese laws or regulations on our
businesses. We cannot assure you that our current ownership and operating structure would not be found in violation of any current or future Chinese laws or
regulations. As a result, we may be subject to sanctions, including fines, and could be required to restructure our operations or cease to provide certain
services. Any of these or similar actions could significantly disrupt our business operations or restrict us from conducting a substantial portion of our business
operations, which could materially and adversely affect our business, financial condition and results of operations.
If we are determined to be in violation of any existing or future PRC laws, rules or regulations or fail to obtain or maintain any of the required
governmental permits or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, including:
●
●
●
●
●
revoking the business and operating licenses of the HJ Group entities;
discontinuing or restricting the operations of the HJ Group entities;
imposing conditions or requirements with which we or the HJ Group entities may not be able to comply;
requiring us or the HJ Group entities to restructure the relevant ownership structure or operations; or
imposing fines.
The imposition of any of these penalties would severely disrupt our ability to conduct business and have a material adverse effect on our financial condition,
results of operations and prospects.
We may be adversely affected by complexity, uncertainties and changes in Chinese regulation of drugstores and the practice of medicine.
The Chinese government regulates drugstores and the practice of medicine including foreign ownership, and the licensing and permit
requirements. These laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainty. As a result,
in certain circumstances it may be difficult to determine what actions or omissions may be deemed to be a violation of applicable laws and regulations. Issues,
risks and uncertainties relating to Chinese government regulation of the industry include the following:
We only have contractual control over the HJ Group entities. We do not own them due to the restriction of foreign ownership in such companies.
Uncertainties relating to the regulation of drugstores and medical practice in China, including evolving licensing practices, means that permits, licenses
or operations at our company may be subject to challenge. This may disrupt our business, or subject us to sanctions, requirements to increase capital or other
conditions or enforcement, or compromise enforceability of related contractual arrangements, or have other harmful effects on us.
The interpretation and application of existing Chinese laws, regulations and policies and possible new laws, regulations or policies have created
substantial uncertainties regarding the legality of existing and future foreign investments in, and the businesses and activities of, pharmaceutical businesses in
China, including our business.
Our contractual arrangements with HJ Group and our cofounders may not be as effective in providing control over these entities as direct ownership,
and the .
We have no equity ownership interest in HJ Group, and rely on contractual arrangements to control and operate the HJ Group companies and their
businesses. These contractual arrangements may not be as effective in providing control over these companies as direct ownership. For example, any one of
them could fail to take actions required for our business despite its contractual obligation to do so. If this were to happen, we may have to rely on legal remedies
under Chinese law, which may not be effective. In addition, we cannot assure you that our three cofounders will act in our best interests.
Because we rely on contractual arrangements to control HJ Group and for substantially all of our revenue, the termination of such agreements will
severely and detrimentally affect our continuing business viability under our current corporate structure.
Because we do not own equity interests of HJ Group, the termination of our contractual arrangements with them would sever our ability to continue
receiving payments from them under our current holding company structure. In the event the contractual arrangements terminate, we will lose our control over
them and their business operations, as well as our primary sources of revenue. Should this occur, we may seek to acquire control of HJ Group through other
means, although we cannot guarantee that we will do so, nor can we guarantee that we will be successful if we do.
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We cannot assure you that there will not be any event or reason that may cause the contractual arrangements to terminate. In the event that the
contractual arrangements are terminated for any reason, this may have a severe and detrimental effect on our continuing business viability under our current
corporate structure, which in turn may affect the value of your investment.
We rely principally on dividends paid by our consolidated operating entities to fund any cash and financing requirements we may have, and any
limitation on the ability of our consolidated PRC entities to pay dividends to us could have a material adverse effect on our ability to conduct our
business.
We are a holding company, and rely principally on dividends paid by our consolidated PRC operating entities for cash requirements, including the funds
necessary to service any debt we may incur, which are passed on to us through Jiuxin Management. If any of the consolidated operating entities incurs debt in
its own name in the future, the instruments governing the debt may restrict dividends or other distributions on its equity interest to us. In addition, the PRC tax
authorities may require us to adjust our taxable income under the contractual arrangements in a manner that would materially and adversely affect our ability to
pay dividends and other distributions on our equity interest.
Furthermore, applicable PRC laws, rules and regulations permit payment of dividends by our consolidated PRC entities only out of their retained
earnings, if any, determined in accordance with PRC accounting standards. Under PRC laws, rules and regulations, our consolidated PRC entities are required
to set aside at least 10.0% of their after-tax profit based on PRC accounting standards each year to their statutory surplus reserve fund until the accumulative
amount of such reserves reach 50.0% of their respective registered capital. As a result, our consolidated PRC entities are restricted in their ability to transfer a
portion of their net income to us whether in the form of dividends, loans or advances. As of March 31, 2013, our restricted reserves totaled RMB 9,460,695
($1,309,109) and we had unrestricted retained earnings of RMB 115,685,741 ($17,095,369). Our restricted reserves are not distributable as cash
dividends. Any limitation on the ability of our consolidated operating entities to pay dividends to us could materially and adversely limit our ability to grow, make
investments or acquisitions that could be beneficial to our businesses, pay dividends or otherwise fund and conduct our business.
Certain management members of HJ Group have potential conflicts of interest with us, which may adversely affect our business and your ability for
recourse.
Mr. Lei Liu, our chairman and chief executive officer, is also the executive director of Jiuzhou Pharmacy, a general partner of Jiuzhou Clinic, and the
supervising director of Jiuzhou Service. Ms. Li Qi, our corporate secretary and also a member of the board of directors, is the general manager of each of
Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service and a general partner of Jiuzhou Clinic. Conflicts of interests between their respective duties to our
company and HJ Group may arise. As our directors and executive officers, they have a duty of loyalty and care to us under U.S. and Hong Kong law when
there are any potential conflicts of interests between our company and HJ Group. We cannot assure you, however, that when conflicts of interest arise, every
one of them will act completely in our interests or that conflicts of interests will be resolved in our favor. For example, they may determine that it is in HJ
Group’s interests to sever the contractual arrangements with Jiuxin Management, irrespective of the effect such action may have on us. In addition, any one of
them could violate his or her legal duties by diverting business opportunities from us to others, thereby affecting the amount of payment that HJ Group is
obligated to remit to us under the consulting services agreement.
In the event that you believe that your rights have been infringed under the securities laws or otherwise as a result of any one of the circumstances
described above, it may be difficult or impossible for you to bring an action against HJ Group, or our officers or directors who are members of their
management, all of whom reside within China. Even if you are successful in bringing an action, the laws of China may render you unable to enforce a judgment
against the assets of HJ Group and its management, all of which are located in China.
Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service are subject to restrictions on making payments to us.
Risks Related to Doing Business in China
We rely substantially on our contractual arrangements with Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service for our revenue. The Chinese
government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of China. We may experience
difficulties in completing the administrative procedures necessary to obtain and remit foreign currency. See “Governmental control of currency conversion
may affect the value of your investment.” Furthermore, if these companies incur debt on their own in the future, the instruments governing the debt may
restrict their ability to make payments. If we are unable to receive all of the revenues from our operations through these contractual arrangements, we may be
unable to pay dividends on our common shares.
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Uncertainties with respect to the Chinese legal system could adversely affect us.
We conduct our business through our subsidiaries and controlled companies in the PRC. Our operations in China are governed by Chinese laws and
regulations. We are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to wholly foreign-
owned enterprises. The Chinese legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value.
Since 1979, Chinese legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in
China. However, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of
economic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and
their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the Chinese legal system is based in
part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we
may not be aware of our violation of these policies and rules until sometime after the violation. In addition, any litigation in China may be protracted and result in
substantial costs and diversion of resources and management attention.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based on
United States or other foreign laws against us or our management.
We are a holding company and conduct our business through our subsidiaries and controlled companies in the PRC. In addition, all of our operating
assets are located in, and all of our other senior executive officers reside within, China. As a result, it may not be possible to effect service of process within the
United States or elsewhere outside China upon our senior executive officers and directors not residing in the United States, including with respect to matters
arising under U.S. federal securities laws or applicable state securities laws. Moreover, our Chinese counsel has advised us that China does not have treaties
with the United States or many other countries providing for the reciprocal recognition and enforcement of judgment of courts. As a result, our public
shareholders may have substantial difficulty in protecting their interests through actions against our management or directors than would shareholders of a
corporation with assets and management members located in the United States.
We may need to obtain additional governmental approvals to open new drugstores. Our inability to obtain such approvals will have a material
adverse effect on our business and growth.
According to the Measures on the Administration of Foreign Investment in the Commercial Sector (the “Measures”) promulgated by China’s
Ministry of Commerce (the “MOC”), which became effective on June 1, 2004, a company that is directly owned by a foreign invested enterprise needs to obtain
relevant governmental approvals before it opens new retail stores. However, there are no specific laws, rules or regulations with respect to whether it is
necessary for a company contractually controlled by a foreign invested enterprise to obtain approvals to open new retail stores. In addition, the Measures state
that the MOC will promulgate a detailed implementation regulation to govern foreign invested enterprises engaging in drug sale. However, such implementation
regulation has not yet been promulgated. Therefore we cannot assure you that the MOC will not require that such approvals to be obtained. If additional
governmental approval is deemed to be necessary and we are not able to obtain such approvals on a timely basis or at all, our business, financial condition,
results of operations and prospects, as well as the trading price of our common stock, will be materially and adversely affected.
The advent of recent healthcare reform directives from China’s central government may increase both competition and our cost of doing business.
Under the auspices of the Healthy China 2020 program (the “Program”), published by China’s National Development and Reform Commission in
October 2008, the central government has set in motion a series of policies in fairly rapid successions aimed to improve China’s healthcare system. Such
policies include (1) discouraging hospitals from both prescribing and dispensing medication, (2) the unveiling of formal healthcare reform guidelines in April 2009,
aimed to improve the availability of and subsidies for “essential” drugs, and (3) the announcement of China’s National Essential Drugs List (“NEDL”) in August
2009, initially listing approximately 300 medicines to be sold at government-controlled prices. While an underlying goal of these policies is to make drugs more
accessible to China’s poorer populations, such policy as discouraging hospitals from both prescribing and dispensing medication also serve to create opportunities
that in turn will intensify business competition in the Chinese retail drugstore industry, as well as competition for skilled labor and retail spaces. Additionally, we
expect the NEDL to lead to a rise in the number of government-subsidized community healthcare service centers, which will erode the convenience and price
advantage that our drugstores traditionally enjoy against hospitals.
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Governmental control of currency conversion may affect the value of your investment.
The Chinese government imposes controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of
China. We receive substantially all of our revenues in RMB. Under our current structure, our income is primarily derived from payments from the three HJ
Group companies. Shortages in the availability of foreign currency may restrict the ability of our subsidiaries and our PRC affiliated entities to remit sufficient
foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing Chinese foreign
exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can
be made in foreign currencies without prior approval from the SAFE by complying with certain procedural requirements. However, approval from appropriate
government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment
of bank loans denominated in foreign currencies. The Chinese government may also at its discretion restrict access in the future to foreign currencies for
current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we
may not be able to pay dividends in foreign currencies to our stockholders.
Fluctuation in the value of RMB may have a material adverse effect on your investment.
The value of RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic
conditions. Our revenues, costs, and financial assets are mostly denominated in RMB while our reporting currency is the U.S. dollar. Accordingly, this may
result in gains or losses from currency translation on our financial statements. We rely entirely on fees paid to us by our affiliated entities in China. Therefore,
any significant fluctuation in the value of RMB may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of,
and any dividends payable on, our stock in U.S. dollars. For example, an appreciation of RMB against the U.S. dollar would make any new RMB denominated
investments or expenditures more costly to us, to the extent that we need to convert U.S. dollars into RMB for such purposes. An appreciation of RMB against
the U.S. dollar would result in foreign currency translation gain for financial reporting purposes when we translate our RMB denominated financial assets into
U.S. dollar, as U.S. dollar is our reporting currency.
Dividends we receive from our subsidiaries located in the PRC may be subject to PRC withholding tax.
The current PRC Enterprise Income Tax Law, or the EIT Law, and the implementation regulations for the EIT Law issued by China’s State Council,
became effective as of January 1, 2008. The EIT Law provides that a maximum income tax rate of 20% is applicable to dividends payable to non-PRC
investors that are “non-resident enterprises,” to the extent such dividends are derived from sources within the PRC, and the State Council has reduced such rate
to 10% through the implementation regulations. We are a Nevada holding company and substantially all of our income is derived from our subsidiaries and
controlled companies located in the PRC. Therefore, dividends paid to us from China may be subject to the 10% income tax if we are considered as a “non-
resident enterprise” under the EIT Law. If we are required under the EIT Law and its implementation regulations to pay income tax for any dividends we
receive from our PRC subsidiaries, it may have a material and adverse effect on our net income and materially reduce the amount of dividends, if any, we may
pay to our shareholders.
We face risks related to health epidemics and other outbreaks.
Our business could be adversely affected by the effects of an epidemic outbreak. Any prolonged recurrence of such adverse public health
developments in China may have a material adverse effect on our business operations. For instance, health or other government regulations adopted in response
may require temporary closure of our stores or offices. Such closures would severely disrupt our business operations and adversely affect our results of
operations. We have not adopted any written preventive measures or contingency plans to combat any future epidemic outbreak.
If relations between the United States and China worsen, investors may be unwilling to hold or buy our stock and our stock price may decrease.
At various times during recent years, the United States and China have had significant disagreements over political and economic issues. Controversies
may arise in the future between these two countries. Any political or trade controversies between the United States and China, whether or not directly related
to our business, could reduce the price of our common stock.
To date, we have not paid any cash dividends and no cash dividends will be paid in the foreseeable future.
Risks Related to an Investment in Our Securities
We do not anticipate paying cash dividends on our common stock in the foreseeable future and we may not have sufficient funds legally available to
pay dividends. Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends. We intend to retain all earnings for
our operations.
33
NASDAQ may delist our common stock from trading on the NASDAQ Capital Market for failing to maintain a minimum bid price of $1.00, which
could limit investors’ ability to effect transactions in our common stock and subject us to additional trading restrictions.
On May 9, 2013, we received a letter from The NASDAQ Stock Market LLC ("NASDAQ"), notifying our failure to maintain a minimum closing bid
price of $1.00 over the then preceding 30 consecutive trading days for its common stock as required by NASDAQ Listing Rule 5550(a)(2) (the "Bid Price
Rule"). The letter stated that the Company has until November 5, 2013, to demonstrate compliance by maintaining a minimum closing bid price of at least $1.00
for a minimum of 10 consecutive trading days. In the meantime, we will be included in a list of non-compliant companies posted on NASDAQ's website
commencing on May 16, 2013. We intend to monitor the bid price of its common stock and consider available options if our common stock does not trade at a
level likely to result in the registrant regaining compliance with the Bid Price Rule by November 5, 2013.
The letter also states that in the event we do not regain compliance with the Bid Price Rule by November 5, 2013, we may be eligible for additional
time by meeting certain continued listing requirements and the initial listing criteria for The NASDAQ Capital Market (excepting the bid price requirement), and
providing written notice of its intention to cure its deficiency during the second compliance period. If it meets these criteria, NASDAQ will notify us that we
have been granted an additional 180-day compliance period. If, however, it appears that we will not be able to cure the deficiency or is otherwise not eligible,
NASDAQ will notify that our common stock will be subject to delisting. At such time, we may appeal the delisting determination to a NASDAQ Hearings
Panel.
If NASDAQ delists our common stock from trading on its exchange, we could face significant material adverse consequences including:
●
●
●
a limited availability of market quotations for our common stock;
a limited amount of news and analyst coverage for our company; and
a decreased ability to issue additional securities or obtain additional financing in the future.
Although publicly traded, the trading market in our common stock may be substantially less liquid than the average stock quoted on the NASDAQ
Capital Market, and such low trading volume may adversely affect the price of our common stock.
Although our common stock has been listed on the NASDAQ Capital Market since April 22, 2010, the historical trading volume of our common stock
has generally been very low. Limited trading volume will subject our shares of common stock to greater price volatility and may make it difficult for you to sell
your shares of common stock at a price that is attractive to you.
The market price for our stock may be volatile, and such volatility may subject us to securities litigation.
The market price for our stock may be volatile and subject to wide fluctuations when compared to seasoned issuers, and may be in response to factors
including the following:
●
●
●
●
●
●
●
●
●
actual or anticipated fluctuations in our quarterly operating results;
changes in financial estimates by securities research analysts;
conditions in the retail pharmacy markets;
changes in the economic performance or market valuations of other retail pharmacy operators;
announcements by us or our competitors of new products, acquisitions, strategic partnerships, joint ventures or capital commitments;
addition or departure of key personnel;
fluctuations of exchange rates between RMB and the U.S. dollar;
intellectual property litigation; and
general economic or political conditions in China.
As an illustration of such volatility, the closing price of our common stock during the 52 weeks preceding the date of this report ranged from a low of $0.55 to a
high of $1.28. In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating
performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our stock.
In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its
securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert
management's attention and resources.
Techniques employed by manipulative short sellers in Chinese small-cap stocks may drive down the market price of our common stock.
Short selling is the practice of selling securities that the seller does not own but rather has, supposedly, borrowed from a third party with the intention of
buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the
sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale.
As it is therefore in the short seller’s best interests for the price of the stock to decline, many short sellers (sometime known as “disclosed shorts”) publish, or
arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and
generate profits for themselves after selling a stock short. While traditionally these disclosed shorts were limited in their ability to access mainstream business
media or to otherwise create negative market rumors, the rise of the Internet and technological advancements regarding document creation, videotaping and
publication by weblog (“blogging”) have allowed many disclosed shorts to publicly attack a company’s credibility, strategy and veracity by means of so-called
research reports that mimic the type of investment analysis performed by large Wall Street firm and independent research analysts. These short attacks have,
in the past, led to selling of shares in the market, on occasion in large scale and broad base. Issuers with business operations based in the PRC and who have
limited trading volumes and are susceptible to higher volatility levels than U.S. domestic large-cap stocks can be particularly vulnerable to such short attacks.
34
These short seller publications are not regulated by any governmental, self-regulatory organization or other official authority in the U.S., are not subject
to the certification requirements imposed by the Securities and Exchange Commission in Regulation AC (Regulation Analyst Certification) and, accordingly, the
opinions they express may be based on distortions of actual facts or, in some cases, fabrications of facts. In light of the limited risks involved in publishing such
information, and the enormous profit that can be made from running just one successful short attack, unless the short sellers become subject to significant
penalties, it is more likely than not that disclosed shorts will continue to issue such reports.
While we intend to strongly defend our public filings against any such short seller attacks, oftentimes we are constrained, either by principles of
freedom of speech, applicable state law (often called “Anti-SLAPP statutes”), or issues of commercial confidentiality, in the manner in which we can proceed
against the relevant short seller. You should be aware that in light of the relative freedom to operate that such persons enjoy – oftentimes blogging from outside
the U.S. with little or no assets or identity requirements – should we be targeted for such an attack, our stock will likely suffer from a temporary, or possibly long
term, decline in market price should the rumors created not be dismissed by market participants.
Our officers and directors own a substantial portion of our outstanding common stock, which will enable them to influence many significant corporate
actions and in certain circumstances may prevent a change in control that would otherwise be beneficial to our shareholders.
As of June 20, 2013, our directors and executive officers collectively controlled approximately 44.54% of our outstanding shares of stock entitled to
vote on all corporate actions. These stockholders, acting together, could have a substantial impact on matters requiring the vote of the shareholders, including
the election of our directors and most of our corporate actions. This control could delay, defer or prevent others from initiating a potential merger, takeover or
other change in our control, even if these actions would benefit our shareholders and us. This control could adversely affect the voting and other rights of our
other shareholders and could depress the market price of our common stock.
The elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights to
our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and
employees.
Our bylaws contain specific provisions that eliminate the liability of our directors for monetary damages to our company and shareholders, and we are
prepared to give such indemnification to our directors and officers to the extent provided by Nevada law. We may also have contractual indemnification
obligations under our employment agreements with our officers. The foregoing indemnification obligations could result in our company incurring substantial
expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and
resultant costs may also discourage our company from bringing a lawsuit against directors and officers for breaches of their fiduciary duties, and may similarly
discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit
our company and shareholders.
Legislative actions, higher insurance costs and potential new accounting pronouncements may impact our future financial position and results of
operations.
There have been regulatory changes, including the Sarbanes-Oxley Act of 2002, and there may potentially be new accounting pronouncements or
additional regulatory rulings that will have an impact on our future financial position and results of operations. In addition, insurers are likely to increase
premiums as a result of high claims rates over the past several years, which we expect will increase our premiums for insurance policies. These and other
potential changes could materially increase the expenses we report under generally accepted accounting principles, and adversely affect our operating results.
35
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud.
We are subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act of 2002, as
amended, adopted rules requiring every public company to include a management report on such company's internal controls over financial reporting in its annual
report, which contains management's assessment of the effectiveness of our internal controls over financial reporting. We reported certain material weaknesses
involving control activities, specifically control deficiency over accounting and finance personnel, in light of the continuing lack of sufficient experience by our
accounting staff in U.S. GAAP-based reporting and SEC rules and regulations. Such material weaknesses were noted for the past four fiscal years, based on
factors including: (i) the number of adjustments proposed by our independent auditors during our quarterly review and annual audit processes; (ii) the
significance of the audit adjustments impact on the overall financial statements; (iii) how appropriately we complied with U.S. GAAP on transactions; and (iv)
how accurately we prepared supporting information to provide to our independent auditors on a quarterly and annual basis. As such, we did not maintain
effective controls and did not implement adequate and proper supervisory review to ensure that significant internal control deficiencies can be detected or
prevented.
Although we believe that we have made significant efforts to address the foregoing weaknesses, we believe that our efforts to date have not yet been
sufficient to fully remediate such weaknesses. We will continue our efforts during the current fiscal year, although there can be no assurance that compliance
will be achieved in this time frame.
Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the
foreseeable future. Effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and
are important to help prevent fraud. As a result, our failure to achieve and maintain effective internal controls over financial reporting could result in the loss of
investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our common
stock. Furthermore, we anticipate that we will incur considerable costs and use significant management time and other resources in an effort to comply with
Section 404 and other requirements of the Sarbanes-Oxley Act.
Shares eligible for future sale may adversely affect the market.
From time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage
transactions in the open market pursuant to Rule 144, promulgated under the Securities Act, subject to certain limitations. In general, pursuant to amended Rule
144, non-affiliate stockholders may sell freely after six months subject only to the current public information requirement (which disappears after one year).
Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities), current public information and notice requirements. Of
the 13,609,002 shares of our common stock outstanding as of June 20, 2013, approximately 7,610,497 shares are, or will be, freely tradable without restriction,
unless held by our affiliates as of such date. Any substantial sale of our common stock pursuant to Rule 144 or pursuant to any resale prospectus may have a
material adverse effect on the market price of our common stock. If our cofounders and service consultants were to sell their shares, they would be subject to
volume and/or other restrictions imposed by Rule 144.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 2.
PROPERTIES
We are headquartered in Hangzhou, China. We do not own any property. Our current leased properties are as follows:
Description
Principal executive office (1)
Location
Room 507-513, 5th Floor A Building, Meidu Plaza,
Gongshu District, Hangzhou, Zhejiang Province
Size
(square meters) Lease expiration date
7,855 December 1,2014
Distribution center
3rd Floor, Building 3, No. 10, Kanghui Road ,Gongshu
44,133 January 14, 2016
District, Hangzhou, Zhejiang Province
Office for Shouantang Technology (2)
Room 616, No. 33, Xiangyuan Road, Gongshu District,
538 August 24, 2014
Hangzhou, Zhejiang Province
Office for Quannuo Technology (2)
4rd Floor, Building 3, No. 10, Kanghui Road ,Gongshu
523 January 14, 2016
District, Hangzhou, Zhejiang Province
Pharmacies (2)
Various locations in Hangzhou and Shanghai
Range from
60 to 1,713
Various
Farmland for herb cultivation (3)
Qianhong Township, Hangzhou, Zhejiang Province
48.6 acres February 1, 2040
Land (3)
Qianhong Township, Hangzhou, Zhejiang Province
4.6 acres February 1, 2040
(1) We are leasing our principal executive office from our chairman Mr. Lei Liu. Rent was $81,926 and $93,660 for the fiscal year ended March 31, 2013
and 2012, respectively.
36
(2)
As of the date of this report, we have 2 operating leases in connection with offices for Shouantang Technology and Quannuo Technology, as well as our
51 pharmacies. See Note 8, “Long Term Deposits,” and Note 18, “Commitments and Contingencies” to the Financial Statements. The leases do not
contain any material escalating lease payments or contingent rental payment terms. We must negotiate with the landlords for an extension of the old
leases or enter into new leases upon their termination, and our landlords may request a rent increase. Under applicable PRC law, we have priority over
other potential lessees with respect to the leased store space on the same terms. We also do not expect any significant difficulties in renewal of existing
leases upon their expiration, where desired. Our community stores are normally relatively small in size and the facilities inside the store are easily
movable. As a result, we do not expect our drugstore operations to be materially and adversely affected by any failure to renew or enter into new
leases.
(3) We are leasing the land from The People’s Government of Qianhong Village under a 30-year lease entered in February 2010. The lease amount for the
land was prepaid in full in May 2010. See Note 9, “Other Noncurrent Assets,” and Note 18, “Commitments and Contingencies,” to the Financial
Statements.
ITEM 3.
LEGAL PROCEEDINGS
Except as described below, we know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an
adverse party or has a material interest adverse to our company.
On December 8, 2009, Jiuzhou Pharmacy filed suit against The Ventana Group, LLC and Michael Hom in the California Superior Court for the County
of San Mateo (Case Number CV490272), alleging breach of contract of an agreement entered into with the defendants in 2008 and seeking damages of
$25,000. The suit was subsequently amended to remove Mr. Hom as a defendant. In May 2010, Jiuzhou Pharmacy sought for default judgment against the
remaining defendant. On July 14, 2010, a default judgment was entered in favor of Jiuzhou Pharmacy.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF
EQUITY SECURITIES
Market Information
Our common stock trades on the NASDAQ Capital Market under the symbol “CJJD”. The following table sets forth the high and low bid information
for our common stock for the periods indicated. The bid prices reflect inter-dealer quotations, do not include retail markups, markdowns, or commissions, and do
not necessarily reflect actual transactions.
2013
Quarter ended June 30, 2013*
Quarter ended March 31, 2013
2012
Quarter ended December 31, 2012
Quarter ended September 30, 2012
Quarter ended June 30, 2012
Quarter ended March 31, 2012
2011
Quarter ended December 31, 2011
Quarter ended September 30, 2011
Quarter ended June 30, 2011
Quarter ended March 31, 2011
* Through June 20, 2013.
37
$
$
$
$
Low
High
0.55
0.76
$
$
$
$
0.65
0.60
0.60
1.11
1.08
0.98
2.76
5.60
1.01
1.14
1.15
1.25
1.37
1.41
1.78
2.38
1.65
2.50
Based on the records of our transfer agent, we had 13,690,002 shares of common stock issued and outstanding as of June 20, 2013.
Holders
Based on the records of our transfer agent, there were 11 stockholders of record of our common stock as of June 20, 2013 (not including beneficial
owners who hold shares at broker/dealers in “street name”).
Transfer Agent
Our transfer agent is American Stock Transfer & Trust Company, LLC, whose address is 6201 15th Avenue, Brooklyn, New York 11219, and whose
telephone number is (718) 921-8206.
Dividends
While there are no restrictions that limit our ability to pay dividends, we have not paid, and do not currently intend to pay cash dividends on our common
stock in the foreseeable future. Our policy is to retain all earnings, if any, to provide funds for operation and expansion of our business. The declaration of
dividends, if any, will be subject to the discretion of our board of directors, which may consider such factors as our results of operations, financial condition,
capital needs and acquisition strategy, among others.
Securities Authorized for Issuance under Equity Compensation Plans
Please see the discussion in Item 12 titled “Equity Compensation Plan Information” below.
Recent Sales of Unregistered Securities
None during the three months ended March 31, 2013.
ITEM 6.
SELECTED FINANCIAL DATA
Not applicable.
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
The following discussion and analysis of our results of operations and financial condition for fiscal years ended March 31, 2013 and 2012
should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this
report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans,
objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-
looking statements as a result of a number of factors, including those set forth under the “Risk Factors,” “Cautionary Notice Regarding Forward-
Looking Statements” and “Description of Business” sections and elsewhere in this report. We use words such as “anticipate,” “estimate,” “plan,”
“project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “predict” and similar expressions to identify
forward-looking statements. Although we believe the expectations expressed in these forward-looking statements are based on reasonable
assumptions within the bound of our knowledge of our business, our actual results could differ materially from those discussed in these
statements. Factors that could contribute to such differences include, but are not limited to, those discussed in the “Risk Factors” section of this
report. We undertake no obligation to update publicly any forward-looking statements for any reason even if new information becomes available or
other events occur in the future.
Our financial statements are prepared in United States Dollars (“$” or “USD”) and in accordance with accounting principles generally accepted in the
United States. See “Exchange Rates” below for information concerning the exchanges rates at which Renminbi (“RMB”) were translated into USD at various
pertinent dates and for pertinent periods.
38
Overview
We currently operate in three business segments in China: (i) retail pharmacies (which we include our clinics and online sales), (2) wholesale of similar
products that we carry in our pharmacies, and (3) farming and selling herbs used for TCM.
Our drugstores offer a wide variety of third-party medicinal products, including prescription and OTC drugs, nutritional supplements, TCM products,
personal care products, family care products, medical devices, as well as convenience products including consumable, seasonal and promotional items. We also
have licensed doctors of both western medicine and TCM onsite for consultation, examination and treatment of common ailments at scheduled hours. We
currently have 51 pharmacies in Hangzhou and Shanghai under two store brand names. During the year ended March 31, 2013, we closed 17 pharmacies that
did not meet our performance expectations, including 11 “Jiuzhou Grand Pharmacy” stores, five “Jiuying Grand Pharmacy” stores and the only “Quannuo Grand
Pharmacy” store. Since May 2010, we have also been selling certain OTC drugs and nutritional supplements online.
We operate a wholesale business through Jiuxin Medicine distributing third-party pharmaceutical products (similar to those we carry in our own
pharmacies) primarily to trading companies throughout China. We also farm certain herbs used in TCM that we currently sell to a local vendor.
Critical Accounting Policies and Estimates
In preparing our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, we are
required to make judgments, estimates and assumptions that affect: (i) the reported amounts of our assets and liabilities; (ii) the disclosure of our contingent
assets and liabilities at the end of each reporting period; and (iii) the reported amounts of revenue and expenses during each reporting period. We continually
evaluate these estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding
the future based on available information and reasonable assumptions, which together form our basis for making judgments about matters that are not readily
apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ materially
from those estimates.
We believe that any reasonable deviation from those judgments and estimates would not have a material impact on our financial condition or results of
operations. To the extent that the estimates used differ from actual results, however, adjustments to the statement of operations and corresponding balance
sheet accounts would be necessary. These adjustments would be made in future financial statements.
When reading our financial statements, you should consider: (i) our critical accounting policies; (ii) the judgment and other uncertainties affecting the
application of such policies; and (iii) the sensitivity of reported results to changes in conditions and assumptions. The critical accounting policies and related
judgments and estimates used to prepare our financial statements are identified in Note 2 to our consolidated financial statements accompanying in this
report. We have not made any material changes in the methodology used in our accounting policies
39
Results of Operations
Comparison of years ended March 31, 2013 and 2012
The following table summarizes our results of operations for the years ended March 31, 2013 and 2012:
Revenues
Gross Profit
Selling Expenses
General and Administrative Expenses
Goodwill Impairment Loss
(Loss) Income from Operations
Other Income (Expense)
Changes in Fair Value of Purchase Option Derivative Liability
Income Tax Expenses
Net (loss) income attributable to controlling interest
Net (loss) attributable to noncontrolling interest
Revenue.
Years Ended March 31,
2013
2012
$
$
$
$
$
$
$
$
$
$
Amount
89,495,546
14,634,993
12,216,984
15,000,364
1,473,606
(14,055,961)
56,428
18,810
353,802
(14,334,525)
(794)
Percentage
of total
revenue
100.0% $
16.4% $
13.7% $
16.8% $
1.6% $
(15.7)% $
0.1% $
0.0% $
0.4% $
(16.0)% $
(0.0)%
Percentage
of total
revenue
100.0%
29.2%
9.0%
9.1%
-
11.1%
0.2%
0.1%
2.8%
8.6%
(0.0)%
Amount
94,352,885
27,562,801
8,498,240
8,582,389
-
10,482,172
187,865
118,807
2,648,365
8,141,626
(1,147)
Revenue decreased by $4,857,339 or 5.1% year over year, primarily due to a decrease in our retail business, despite the fast expansion of our
wholesale business and the addition of our herb farming business:
(1)
(2)
(3)
Retail sales, which accounted for approximately 45.5% of total revenue for the year ended March 31, 2013, decreased by $25,348,268 or 38.4%
to $40,726,080, due to price control on many popular prescription drugs and an increasingly competitive retail market. Our retail margin also fell
from 33.0% to 24.4%. Same-store sales decreased by approximately $22,489,343 or 36.2%, while new stores and online sales collectively
contributed approximately $3,165,271 in revenue. Our store count decreased to 51 as of March 31, 2013, from 61 a year ago. We do not expect
same-store sales will recover quickly in the near future as the frequency of government-mandated price controls and the number of drugs subject
thereto continue to increase.
Since inception, our wholesale business expanded rapidly through competitive pricing and represented 51.7% of total revenue for the year ended
March 31, 2013, up from 26.0% a year ago. However, our wholesale margin is significantly lower than our other operating segments, and fell
from 7.4% to 5.2%. Since our third fiscal quarter, we have ceased certain low margin sales and are focusing on profitability rather than sales
volume, and our wholesale margin rose to over 10% in the fourth fiscal quarter. Because we have little access to lucrative sales channels such as
hospitals, we have qualified as a first-tier distributor with only a limited number of vendors thus far. Until we are able to achieve first-tier
distributor status with more vendors, we do not expect our wholesale business to significantly expand in the immediate future.
Sales from our herb farming business accounted for $2,534,380 or approximately 2.8% of our total revenue for the year ended March 31, 2013 as
compared to $4,217,574 a year ago. Our margin from this business is significant: 91.2% for fiscal 2013 and 94.9% for fiscal 2012. In fiscal 2013,
we planted and harvested herbs based on our best estimate as to future market demands. We anticipate that we will continue doing so in
upcoming fiscal year, but do not expect a significant increase from fiscal 2013 in terms of revenue or gross profit.
40
Revenue by Segment.
The following table breaks down the revenue for our three business segments for the years ended March 31, 2013 and 2012:
Years ended December 31,
2013
2012
Revenue from retail business
Revenue from drugstores
Revenue from online sales
Sub-total of retail revenue
Revenue from wholesale business
Revenue from herb farming business
Total revenue
Amount
% of total
revenue
Amount
% of total
revenue
Variance by
amount
% of change
$
$
37,678,835
3,047,245
40,726,080
46,235,086
2,534,380
89,495,546
42.1% $
3.4%
45.5%
51.7%
2.8%
100% $
64,981,643
1,092,705
66,074,348
24,060,963
4,217,574
94,352,885
69% $
1%
70%
(27,302,808)
1,954,540
(25,348,268)
26%
4%
100.0% $
22,174,123
(1,683,194)
(4,857,339)
(42.0)%
178.9 %
(38.4)%
92.2%
(39.9)%
(5.1)%
The revenue fluctuation year over year reflected the following combined factors:
(1)
(2)
Drugstore revenue decreased by approximately $27.3 million or 42.0% year over year, primarily due to three factors. Local government has
been controlling the cost of its insurance programs by reducing the number and types of subsidized drugs. In addition, as more drugs are subject to
price control, we must either reduce our prices accordingly or stop carrying the affected drugs. The retail drug market in Hangzhou, where our
stores are still predominantly located, has also become very competitive with many neighborhood drugstores opening. Accordingly, we do not
expect our retail sales to recover quickly in the near future.
The growth in wholesale revenue is a reflection of our volume-driven strategy during the first half of fiscal 2013. Sales during that period
amounted to approximately $37,535,949, or 81.2% of total wholesale revenue. Starting in the third quarter of fiscal 2013, however, we have halted
efforts to achieve sales volume through low margin sales and are focusing on profitability. Wholesale revenue for fiscal 2012 was also less
because we only had eight months of wholesale operation, as Jiuxin Medicine was acquired in August 2011.
(3)
Online sales increased by $1,954,540 or 178.9% year over year, and we expect the business to grow as we gain wider consumer awareness
through our continuing cooperation with business-to-consumer online vendors such as Taobao.
Gross Profit.
Gross profit decreased by $12,927,808 or 46.9% year over year from substantial decline in retail sales. Gross margin also decreased, from 29.2% to
16.4%, as a result of lower retail and wholesale profit margins. The average gross margin for each of our three business segments for the years ended March
31, 2013 and 2012 are as follows:
Retail business
Wholesale business
Herb farming business
Years ended
March 31,
2013
24.4%
5.2%
91.2%
2012
33.0%
7.4%
94.9%
Retail gross margin decreased primarily due to price adjustments we were forced to make. Some adjustments were made to comply with government
price controls. Others were made to stay competitive with local community hospitals that are able to sell near cost due to government subsidies. We also
adjusted prices to match or beat other competitors. As a result, our overall retail gross profit margin decreased.
The first half of fiscal 2013 is responsible for the decrease in wholesale gross margin. As we were relying on very competitive prices to stimulate sales
during that period, our profit margin from that period is only 3.0%. We ceased certain low profit margin wholesale business since then, and profit margin
accordingly improved in the second half of fiscal 2013. Profit margin was over 10% in the fourth fiscal quarter.
The gross margin for our herb farming business is achieved through our ability to control quality through monitoring the cultivation process which, in
turn, has enabled us to command good pricing. Provided that market demands remain robust, we expect profit margin to remain high even if we continue to sell
our harvests to just the vendor that we have been selling to.
Selling and Marketing Expenses.
Sales and marketing expenses increased by $3,718,744 or 43.8% year over year primarily due to promotional activities and advertising, as well as
$573,461 in year-end employee bonuses to retain talent and address labor cost inflation. Included in selling and marketing expense is one-time leasehold
improvement impairment of $275,805 and $1,993,483 related to store closings and the termination of a new store project, respectively, and $384,276 in
amortization of leasehold improvement for Jiuxin Medicine. In fiscal 2013, we closed 17 stores and charged the residual value of store improvements (such as
immovable store decoration) into expense. We also shut down construction for a new pharmacy and terminated the project when the scheduled paving for a
nearby thoroughfare to the city center was suspended indefinitely by the Hangzhou government. As a result, we recorded a direct write-off of a construction-in-
progress. Rental expense in fiscal 2013 was also $273,599 more than in fiscal 2012 due to the booming Chinese real estate market. We expect our labor and
rental cost will continue to rise in the future.
41
General and Administrative Expenses.
General and administrative expenses increased by $6,417,975 or 74.8% year over year. Such expenses as a percentage of our revenue increased to
16.8% from 9.1% for the same period a year ago. The increase in absolute dollars as well as a percentage of revenue mainly resulted from write-offs and
allowances of bad debt, including $846,094 of direct write-offs from government health insurance, as well as allowances from our wholesale operations,
including $4,700,924 related to accounts receivable and $2,846,822 related to advances to suppliers. Because most aged receivables were reserved in fiscal
2013, we anticipate that general and administrative expenses should decrease in the future.
Impairment of Goodwill.
During the year ended March 31, 2013, we recorded a goodwill impairment charge of $1,473,606 previously recognized in connection with the
acquisitions of Jiuxin Medicine and Shanghai Zhongxing. Such impairment was made after we estimated the fair value of each of these businesses and
determined that the implied fair value was lower than the carrying value. Accordingly, we fully impaired goodwill by writing down goodwill of $1,403,933 for
Jiuxin Medicine and $69,673 for Shanghai Zhongxing.
Income (Loss) from Operations.
Income from operations decreased by $24,538,133 year over year, resulting in operating loss of $14,055,961 for the year ended March 31, 2013, as
compared to operating income of $10,482,172 a year ago. Operating margin for the fiscal years ended March 31, 2013 and 2012 was (25.1)% and 11.1%,
respectively.
Income Taxes.
Income tax expense decreased by $2,294,563 year over year, as a result of our operating loss and an income tax waiver granted to Qianhong
Agriculture.
Net Loss.
For the fiscal year ended March 31, 2013, we recorded net loss of $14,334,525. Included in net loss are bad debt allowances of $7,615,067, bad debt
write-offs of $846,094, goodwill impairment of $1,473,606, and a charge to expense of $2,269,288 in leasehold improvement for our closed stores.
Liquidity
Accounts receivable
Accounts receivable, which are unsecured, are stated at the amount we expect to collect. We continuously monitor collections and payments from our
customers (our distributors) and maintain a provision for estimated credit losses based upon historical experience and any specific customer collection issues that
have been identified. In fiscal 2013, the collections of certain accounts were delayed. To prepare for potential loss in such accounts, we made corresponding
reserves.
Our accounts receivable aging was as follows for the periods described below:
From date of invoice to customer
1- 3 months
4- 6 months
7- 9 months
10 - 12 months
Over one year
Allowance for doubtful accounts
Total accounts receivable
Retail
drugstores
Drug
wholesale
Herb
farming
$
$
4,724,698
293,117
106,120
-
5,941
(86,946)
5,042,930
$
$
4,133,868
1,362,800
$
593,077
515,057
4,116,173
(4,631,449)
$
6,089,526
-
-
-
2,154,925
1,275
(309,848)
1,846,352
$
$
Total
amount
8,858,566
1,655,917
699,197
2,669,982
4,123,389
(5,028,242)
12,978,808
Accounts receivable from our retail business mainly consists of reimbursements from government health insurance bureaus and commercial health
insurance programs. Usually we collect our receivables within one to two months.
42
Accounts receivable from our drug wholesale business and herb farming business consist of receivables from our customers such as drug
distributors. Usually we collect our receivable within six months. Our ability to collect is attributed to the steps that we take prior to extending credit to our
customers as discussed above. If we are having difficulty collecting, we take the following steps: cease existing shipments to the customer, visit the customer to
request payment on past due invoice, and if necessary, take legal recourse. If all of these steps are unsuccessful, management would then determine whether
or not the receivable should be reserved or written off. The aggressive volume-driven sales strategy that Jiuxin Medicine initially pursued loosed certain
customer credit policy such as background check. The lack of timely customer account reconciliation caused by several accounting staff rotations also impacted
the collection for several wholesale accounts. To accommodate for potential loss in account receivable, we put up reserve for what we do not believe to be
collectible, and most aged receivables were reserved in fiscal 2013. As discussed earlier, Jiuxin Medicine transitioned away from focusing on sales volume
beginning in the second half of fiscal 2013, and we tightened our customer credit policy and strengthened monitoring of uncollected receivables. As a result, we
do not expect a significant increase in bad debts going forward and believe the charge to these accounts is more than likely one-time in nature.
Subsequent to March 31, 2013 and through May 31, 2013, we collected $3,967,458 in receivables relating to our drugstore business, $1,766,982 relating
to our wholesale business, and $1,541,849 relating to our herb farming business.
Advances to suppliers
Advances to suppliers are mainly prepayments to secure certain products or services and favorable pricing. The aging of our advances to suppliers is
as follows for the periods described below:
From date of cash prepayment to customer
1- 3 months
4- 6 months
7- 9 months
10 - 12 months
Over one year
Allowance for doubtful accounts
Total advances to suppliers
Retail
drugstores
Drug
wholesale
Herb
farming
$
$
57,815
18,516
3,207
759
-
-
80,297
$
$
$
9,959,910
4,193,702
1,307,564
479,999
3,041,968
(3,596,197)
$
15,386,947
-
-
55,790
-
-
-
55,790
$
$
Total
amount
10,017,725
4,212,219
1,366,561
480,758
3,041,968
(3,596,197)
15,523,034
Advances to suppliers for our retail business mainly consist of deposits and prepayments to contractors, which will be transferred into leasehold
improvement once store construction is completed.
Advances to suppliers for our drug wholesale business consist of prepayments to our vendors such as drug manufacturers and other distributors. We
typically receive products from vendors within three to six months after making prepayments. We continuously monitor delivery from and payments to our
vendors and maintain a provision for estimated credit losses based upon historical experience and any specific customer collection issues that have been
identified. If we are having difficulty receiving products from a vendor, we take the following steps: cease purchasing products from the vendor, ask for return
of our prepayment promptly, and if necessary, take legal recourse. If all of these steps are unsuccessful, management would then determine whether or not the
prepayments should be reserved or written off. To facilitate its initial expansion, Jiuxin Medicine made significant prepayments to certain vendors. Lack of
timely supplier account reconciliation caused by several accounting staff rotations delayed the monitoring of such accounts. To accommodate potential loss in
advances to suppliers, we made full reserve for all accounts over a year and 50% reserve for accounts over 10 months.
In summary, our cash flows for the periods indicated are as follows:
Net cash (used in) provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Years ended
March 31
2013
(313,339) $
(2,404,359) $
3,369,122 $
2012
19,967,243
(14,862,667)
(7,934,286)
$
$
$
For the fiscal year ended March 31, 2013, net cash used in operating activities amounted to $313,340, as opposed to net cash provided by operating
activities of $19,967,243 a year ago. The change is primarily due to decreased net income of $21,905,161.
For the fiscal year ended March 31, 2013, net cash used in investing activities amounted to $2,404,359 as opposed to net cash used in investing activities
of $14,892,667 a year ago. The decrease of $12,458,308 was a result of decreased expenditures for leasehold improvements of $4,650,061, a decrease in
equipment purchases of $4,500,089, and a business acquisition made during fiscal 2012 of $3,308,158.
Net cash provided by financing activities was $3,369,122 for the fiscal year ended March 31, 2013, primarily from increase in notes payable of
$2,928,146 and restricted cash of $675,380, as opposed to net cash used in financing activities of $7,934,286 during the prior fiscal year as a result of a paydown
of $8,230,193 of notes payable.
As of March 31, 2013, we had cash of approximately $4,524,094. Our total current assets as of March 31, 2013, were $45,727,120 and our total
current liabilities were $29,674,803, which resulted in a net working capital of $15,480,317.
Capital Resources
As reflected in our consolidated financial statements, we had net loss for the year ended March 31, 2013. Several factors contributed to such loss, such
as bad debt expenses from our drug wholesale operation, reserving against advances to suppliers that will potentially not be utilized, increasing price controls and
competitions that have continued to pressure our retail drugstore operation, as well as stricter insurance requirements that have tightened the buying habits of our
drugstore customers. We have taken measures to address some of these challenges, such as closing 17 underperforming pharmacies and looking to open
additional in-store clinics to drive customer traffic. We have also adjusted our wholesale strategy to favor profitability over immediate growth, even though we
anticipate that this will lower our wholesale revenue in the near term.
43
Our principal sources of liquidity consist of existing cash on hand, bank facilities from local banks as well as personal loans from our principal
shareholders, and such bank facilities and personal loans were significant sources of our funding during fiscal 2013. We have an agreement to borrow up to
$5.3 million from a local bank. Any borrowing therefrom is secured by our assets pursuant to a collateral agreement, as well as the personal guarantees of
some of our principal shareholders. As of March 31, 2013, $3.1 million remains available for future borrowing from such bank. Our good credit history with
local banks may also enable us to obtain additional credit lines from the same banks or seek new loans from other banks if necessary. In addition, our CEO Mr.
Lei Liu has agreed to provide the necessary financial support to meet our financial obligations in the event that we require additional liquidity.
We believe that the foregoing sources will collectively provide sufficient liquidity for us to meet our liquidity and capital obligations for the next twelve
months.
Contractual Obligations and Off-Balance Sheet Arrangements
Contractual Obligations
When we open store locations, we typically enter into lease agreements that are generally between three to ten years. Our commitments for minimum
rental payments under our leases for the next five years and thereafter are as follows:
Years ending March 31,
2014
2015
2016
2017
2018
Thereafter
Off-balance Sheet Arrangements
Retail
drugstores
Drug
wholesale
Herb
farming
Total
amount
$
3,078,343 $
1,346,835
259,358
214,565
66,853
20,920
222,955 $
251,881
277,588
283,253
283,253
481,398
- $
-
-
-
-
-
3,301,298
1,598,716
536,946
497,818
350,106
502,318
We do not have any outstanding financial guarantees or commitments to guarantee the payment obligations of any third parties. We have not entered
into any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our consolidated financial
statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or
market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit
support to us or engages in leasing, hedging or research and development services with us.
Exchange Rates
Our subsidiaries and affiliated companies in the PRC maintain their books and records in RMB. In general, for consolidation purposes, we translate
their assets and liabilities into USD using the applicable exchange rates prevailing at the balance sheet date, and the statement of income is translated at average
exchange rates during the reporting period. Adjustments resulting from the translation of their financial statements are recorded as accumulated other
comprehensive income.
The exchange rates used to translate amounts in RMB into USD for the purposes of preparing the consolidated financial statements or
otherwise disclosed in this report were as follows:
March 31,
March 31,
2013
2012
USD1: RMB
USD1: RMB
0.1594
0.1581
USD1: RMB
USD1: RMB
0.1586
0.1561
Balance sheet items, except for the
registered and paid-up capital, as of end of period/year
Amounts included in the statement of
Operations and statement of cash flows for the period/ year ended
No representation is made that RMB amounts have been, or would be, converted into USD at the above rates.
Inflation
We believe that inflation has not had a material effect on our operations to date.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our audited financial statements for the fiscal years ended March 31, 2013 and 2012, together with the report of the independent certified public
accounting firm thereon and the notes thereto, are presented beginning at page F-1.
44
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is
recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and
communicated to our management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As of March 31, 2013, the end of the fiscal year covered by this report, our management, under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934).
Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2013, our disclosure controls and
procedures were ineffective at the reasonable assurance level. Such conclusion is due to the presence of material weakness in internal control over financial
reporting as described below. Management anticipates that our disclosure controls and procedures will remain ineffective until such material weaknesses are
remediated.
Management’s Report on Internal Control over Financial Reporting
We are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we
conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation, management concluded
that our internal control over financial reporting was not effective as of March 31, 2013 due to the following material weaknesses:
Accounting and Finance Personnel Weaknesses - As noted in Item 9A of our annual reports on Form 10-K for the preceding three fiscal years,
management concluded that in light of the inexperience of our accounting staff with respect to the requirements of U.S. GAAP-based reporting and SEC rules
and regulations, we did not maintain effective controls and did not implement adequate and proper supervisory review to ensure that significant internal control
deficiencies can be detected or prevented.
Management’s assessment of the control deficiency over accounting and finance personnel as of March 31, 2013, considered the same factors,
including:
●
●
●
●
the number of adjustments proposed by our independent auditors during our quarterly review and annual audit processes;
the significance of the audit adjustments impact on the overall financial statements;
how appropriately we complied with U.S. GAAP on transactions; and
how accurately we prepared supporting information to provide to our independent auditors on a quarterly and annual basis.
Based on the above factors, management concluded that the control deficiency over accounting and finance personnel should continue to be a material
weakness as of March 31, 2013, as our accounting staff continues to lack sufficient U.S. GAAP experience and requires further substantial training.
Subsequent to the fiscal year ended March 31, 2010, our management identified steps it believed were necessary to address the weaknesses described
above. During the fiscal year ended March 31, 2011, we hired additional accounting staff, and during the fiscal year ended March 31, 2012, we engaged an
outside consultant. We had expected to satisfactorily address such weaknesses by the end of our fiscal year ended March 31, 2013. Although we believe that
we have made significant progress, our efforts to date have not yet been sufficient to fully remediate such weaknesses. As such, we will continue our efforts
during the fiscal year ending March 31, 2014, although there can be no assurance that compliance will be achieved in this time frame.
45
This report does not include an attestation report of our independent registered accounting firm regarding internal control over financial reporting. The
management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to
provide only management’s report in this report.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of
Exchange Act Rule 13a-15 or Rule 15d-15 that occurred during the fourth quarter ended March 31, 2013, that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
Limitations on Controls
Management does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent or detect all errors and
fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute,
assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not
occur or that all control issues and instances of fraud, if any, within the Company have been detected.
ITEM 9B. OTHER INFORMATION
None.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
PART III
The following table identifies our current executive officers and directors as of the date of this report, their respective offices and positions, and their
respective dates of election or appointment:
Name
Lei Liu
Ming Zhao
Li Qi
Yuehai Ke
Zhimin Su
Taihong Guo
Age
48
37
40
41
36
62
Position
Chief Executive Officer and Chairman of the Board of Directors
Chief Financial Officer
Secretary and Director
Director
Director
Director
Date of Appointment
September 17, 2009
August 1, 2011
October 23, 2009
March 15, 2010
November 30, 2012
January 1, 2013
Biographical Information of Our Current Directors and Executive Officers
Lei Liu is one of our three cofounders, and is the executive director of Jiuzhou Pharmacy, a general partner of Jiuzhou Clinic, and the supervising
director of Jiuzhou Service. From December 1997 to August 2003, Mr. Liu worked as a general manager of Tai He Drugstore, which is not related to or
affiliated with us. From September 1992 to November 1997, Mr. Liu was an administration official of Hangzhou Medical Junior College, his alma mater, where
he was also a researcher and an anatomy instructor from September 1983 to July 1992. Mr. Liu has been a licensed researcher in the PRC since September
1988. As the founder responsible for our vision and direction, Mr. Liu is invaluable to us and our board of directors.
Ming Zhao is our chief financial officer. From September 2010 to July 2011, Mr. Zhao was a senior manager at CFO Oncall, Inc., a financial
consulting firm providing CFO services to U.S.-listed, China-based publicly traded companies. Through CFO Oncall, Inc., Mr. Zhao had been consulting for us
since January 2010. From December 2006 through August 2010, Mr. Zhao was a senior auditor at Sherb & Co., LLP. From January through June 2003, Mr.
Zhao worked as a financial analyst at Microsoft Corporation. None of these companies is related to or affiliated with us. Mr. Zhao is a licensed certified public
accountant. He graduated with a bachelor’s degree in accounting from Central University of Finance and Economic in Beijing in July 1999, and obtained a
master’s degree in professional accounting from the University of Washington in December 2002.
Li Qi is one of our three cofounders and is currently the general manager of Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service, as well as a
general partner of Jiuzhou Clinic. From January 2000 to June 2003, Ms. Qi worked as a general manager of Zhejiang Yikang Drugstore, which is not related or
affiliated to us. From October 1991 to January 2000, Ms. Qi worked in the Branch Hospital of Hangzhou No. 1 People’s Hospital as a nurse. Ms. Qi is a
licensed TCM pharmacist in the PRC and is a 1991 graduate of Hangzhou Nurse School. As the founder overseeing our day-to-day corporate operations, Ms.
Qi is invaluable to us and our board of directors.
46
Yuehai Ke is a professor of molecular genetics and cell signal transduction at the Department of Basic Medicine at Zhejiang University’s School of
Medicine since September 2007, where he also advices doctorate candidates. Dr. Ke graduated from Zhejiang University in 1995, where he majored in
biochemistry. After graduation, Dr. Ke joined the Chinese Center for Disease Control and Prevention from September 1995 to July 1998. Dr. Ke obtained his
master degree in medicine in 1998 from Fudan University, where he studied genetic disease of human multiple genes, and his doctorate degree in 2001 also from
Fudan University. In 2000, Dr. Ke was an exchange student at the School of Public Health at the University of Texas in Houston. From February 2002 to
September 2007, Dr. Ke studied cell signal transduction at the Cancer and Stem Cell Research Center of the Burnham Medical Research Institute in
California. From September 2005 to September 2007, Dr. Ke was an associate professor at the Chinese Academy of Medical Sciences & Peking Union
Medical College, focusing his research and studies on the application development of cell kinetics models and genetic analysis. Given Dr. Ke’s academic
stature and accomplishments, his presence on our board of directors enhances our Company reputation and image in the markets where we operate.
Zhimin Su has been a senior investment manager with Go Capital Limited, a private equity investment firm in Shanghai, since December 2010,
performing due diligence and risk evaluation of potential industry-specific investments. From July 2009 to October 2010, Ms. Su was a senior analyst for
Caitong Securities, a Chinese state-owned securities broker in Hangzhou, analyzing and researching companies in the tourism and media industries as well as the
macro-economy and capital markets in the United States. From August 2007 to December 2008, Ms. Su was a senior financial analyst with The Los Angeles
Times, Inc., conducting forecasts and budget reviews, and preparing financial plans, analyses and recommendations for senior management. None of these
companies is related to or affiliated with the registrant. Ms. Su holds a master’s degree in business administration from the University of Southern California,
Marshall School of Business. She is a graduate of the Central University of Finance and Economics in Beijing with a bachelor’s degree in economics. The
Board has determined that Ms. Su should serve as a director given her extensive financial and accounting experience, as well as her English and Chinese
bilingual capabilities to facilitate the Board’s supervision of the management. In addition, the Board has determined that Ms. Su satisfies the requirements of an
“audit committee financial expert,” and has designated her chairperson of the audit committee in place of Mr. Serrio.
Taihong Guo has been the President of the Zhejiang Province Pharmaceutical Industry Association, which has over 300 local pharmaceutical
enterprises as members, since December 2012, and serves as a bridge between its members and the Zhejiang Food and Drug Administration (“FDA”). He was
previously the Chief of the Hangzhou FDA from January 2003 to September 2009, and an Inspector from September 2009 to June 2012. From February 2010
to January 2012, he also chaired the Board of Supervisors at three private companies in Hangzhou: Hangzhou Industrial Assets Management Co., Ltd., a state-
owned asset management company, Hangzhou Qingcunbao Group Co., Ltd., a leading supplier of traditional Chinese medicine and nutritional supplements
throughout China, and Hangzhou Information Technology Co., Ltd., a state-owned asset management focusing on technology companies. None of these
companies is related to or affiliated with the registrant. Mr. Guo holds a bachelor degree in automotive designs from Jiangsu University (formerly Zhengjiang
Nongji Institute), an associate degree in law from the Open University of China, Zhejiang Campus, and a bachelor degree in business management from the
Central Party School. The Board has determined that Mr. Guo should serve as a director given his experience with and working knowledge of the Hangzhou
FDA, as well as his considerable contacts within the pharmaceutical industry in Hangzhou.
Family Relationships
There are no family relationships between or among any of the current directors, executive officers or persons nominated or charged to become
directors or executive officers. There are no family relationships among our officers and directors and those of our subsidiaries and affiliated companies.
Involvement in Certain Legal Proceedings
There are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking or
suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security or temporarily or
permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment in connection with the purchase or
sale of securities, or convicting such person of any felony or misdemeanor involving a security, or any aspect of the securities business or of theft or of any
felony. Nor are any of the officers or directors of any corporation or entity affiliated with us so enjoined.
Compliance with Section 16(a) of the Exchange Act
Based solely on review of the copies of such forms furnished to us, or written representations that no reports were required, we believe that for the
fiscal year ended March 31, 2013, our directors, executive officers and holders of 10% or more of our common stock complied with Section 16(a) filing
requirements applicable to them except as follows: the Form 5s filed on June 28, 2013, by Marc Thomas Serrio and Bennet P. Tchaikovsky, who resigned from
the board of directors on November 30, 2012 and January 1, 2013, respectively, were not timely filed.
47
The Board of Directors and Committees
We seek directors with established strong professional reputations and experience in areas relevant to the strategy and operations of our
businesses. We also seek directors who possess the qualities of integrity and candor, who have strong analytical skills and who are willing to engage
management and each other in a constructive and collaborative fashion. We also seek directors who have the ability and commitment to devote significant time
and energy to service on the board and its committees. We believe that all of our directors meet the foregoing qualifications.
Based on the information submitted by Ms. Zhimin Su and Messrs. Yuehai Ke and Taihong Guo, our board of directors has determined that each of
them is independent under Rule 5605(a)(2) of The NASDAQ Listing Rules.
Our board of directors has three committees. During the fiscal year ended March 31, 2013, our board of directors and its committees held the
following number of meetings and took the following number of actions by unanimous written consent:
Board of directors
Audit committee
Compensation committee
Nominating committee
Audit Committee
Meetings
4
1
1
1
Unanimous
written
consents
4
1
1
1
Our audit committee operates under a written charter, and is composed of our three independent directors. Our board of directors has determined,
based on information furnished by Ms. Zhimin Su and other available information, that she meets the requirements of an “audit committee financial expert” as
such term is defined in the rules promulgated under the Securities Act and the Exchange Act, and has accordingly designated her as such as well as chairperson
of the committee.
The responsibilities of our audit committee include:
● meeting with our management periodically to consider the adequacy of our internal control over financial reporting and the objectivity of our
●
●
financial reporting;
appointing the independent registered public accounting firm, determining the compensation of the independent registered public accounting firm and
pre-approving the engagement of the independent registered public accounting firm for audit and non-audit services;
overseeing the independent registered public accounting firm, including reviewing independence and quality control procedures and experience and
qualifications of audit personnel that are providing us audit services;
● meeting with the independent registered public accounting firm and reviewing the scope and significant findings of the audits performed by them,
●
and meeting with management and internal financial personnel regarding these matters; and
reviewing our financing plans, the adequacy and sufficiency of our financial and accounting controls, practices and procedures, the activities and
recommendations of the auditors and our reporting policies and practices, and reporting recommendations to our full board of directors for approval.
Compensation Committee
Our compensation committee operates under a written charter, and is made up of our three independent directors. Dr. Yuehai Ke is chairperson of the
committee. Our compensation committee will oversee and, as appropriate, making recommendations to the board of directors regarding the annual salaries and
other compensation of our executive officers and our employees, and other policies, and provide assistance and recommendations with respect to our
compensation policies and practices.
Nominating Committee
Our nominating committee operates under a written charter, and is made up of our three independent directors. Dr. Yuehai Ke is chairperson of the
committee. Our compensation committee will assist in the selection of director nominees, approve director nominations to be presented for stockholder approval
at our annual general meeting and fill any vacancies on our board of directors, consider any nominations of director candidates validly made by stockholders, and
review and consider developments in corporate governance practices.
Code of Ethics
We have adopted a code of ethics that applies to our officers, directors and employees, including our chief executive officer, senior executive officers,
principal accounting officer, and other senior financial officers. A copy of our code of ethics will also be provided to any person without charge, upon written
request sent to us at our principal executive office.
48
ITEM 11. EXECUTIVE COMPENSATION
Summary of Compensation
The following summary compensation table indicates the cash and non-cash compensation earned during our fiscal years ended March 31, 2013 and
2012 by our principal executive officer and each of our other two highest paid executives.
Summary Compensation Table
Name and Principal
Position
Lei Liu,
CEO (2)(3)
Bennet Tchaikovsky,
former CFO (4)
Ming Zhao,
Current CFO (5)
Fiscal Year
ended
March 31,
2012
2013
2012
2013
2012
2013
Salary
($)
23,700
31,845
25,000
n/a
66,000
100,000
Bonus
($)
-0-
-0-
-0-
n/a
-0-
-0-
Stock
Awards
( $)(1)
1,776
-0-
15,944
n/a
22,636
19,864
Option
Awards
($)
-0-
-0-
-0-
n/a
-0-
-0-
Non-Equity
Incentive
Plan
Compensation
($)
-0-
-0-
Nonqualified
Deferred
Compensation
Earnings
($)
-0-
-0-
All Other
Compensation
( $)
-0-
-0-
-0-
n/a
-0-
-0-
-0-
n/a
-0-
-0-
-0-
n/a
-0-
0
Total
($)
25,476
31,845
40,944
n/a
88,636
119,864
2012
2013
Li Qi,
Secretary (2)(6)
______________________
(1) Reflects dollar amount expensed by the Company during the applicable fiscal year for financial statement reporting purposes.
(2) Salary as reported is based on interbank exchange rate of RMB 6.3251 to $1.00 on March 31, 2012, and RMB 6.3051 to $1.00 on March 31, 2013.
(3) Mr. Liu’s compensation under “Stock Awards” for the fiscal year ended March 31, 2012, comes from the restricted stock award granted to him on January
21,600
29,143
23,134
29,143
1,534
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
16, 2012 under our 2010 Equity Incentive Plan (the “Plan”).
(4) Mr. Tchaikovsky’s compensation for the fiscal year ended March 31, 2012, reflects compensation through his resignation as our CFO effective August 1,
2011, including the following shares issued to him under the Plan: 739 shares issued to him pursuant to the vesting schedule in a Loanout Agreement dated
May 14, 2010, and 4,613 shares issued to him pursuant to a Restricted Stock Award Agreement dated August 1, 2011.
(5) Mr. Zhao’s compensation for the fiscal year ended March 31, 2012, reflects compensation since his appointment as our CFO effective August 1, 2011. Mr.
Zhao’s compensation under “Stock Awards” includes 13,315 shares issued to him during the fiscal year ended March 31, 2012, and 10,000 shares issued to
him during the fiscal year ended March 31, 2013, under the Plan and pursuant to the vesting schedule in a Restricted Stock Award Agreement dated
August 1, 2011.
(6) Ms. Qi’s compensation under “Stock Awards” for the fiscal year ended March 31, 2012, comes from the restricted stock award granted to her on January
16, 2012 under the Plan.
Outstanding Equity Awards at Fiscal Year Ended March 31, 2013
Option Awards
Stock Awards
Equity
incentive plan
awards:
number of
securities
underlying
unexercised
options
Number of
securities
underlying
unexercised
options
exercisable
–
–
–
unexercisable
–
–
–
Equity
incentive plan
awards:
number of
securities
underlying
unexercised
unearned
options
–
–
–
Number
of shares
or units
of stock
that have
not vested
–
–
–
Market value
of shares or
units of stock
that
have not
vested ($)
–
–
–
Option
exercise
price ($)
–
–
–
Option
expiration
date
–
–
–
Name
Lei Liu (1)
Ming Zhao (1)
Li Qi (1)
______________________
(1) The shares were granted pursuant to a Restricted Stock Award Agreement dated January 16, 2012, under the Plan. All of the shares will vest on January
16, 2015.
22,000 $
8,000 $
19,000 $
Equity
incentive
plan
awards:
number of
unearned
shares,
units or
other rights
that
have not
vested
Equity
incentive
plan awards:
market or
payout
value of
unearned
shares,
units or
other rights
that have
not vested
($)
23,540
8,560
20,330
49
Employment Agreements, Termination of Employment and Change-in-Control Arrangements
Except as described below, we currently have no employment agreements with any of our executive officers, nor any compensatory plans or
arrangements resulting from the resignation, retirement or any other termination of any of our executive officers, from a change-in-control, or from a change in
any executive officer’s responsibilities following a change-in-control.
Agreements with Ming Zhao
We entered into an employment agreement with Mr. Zhao dated as of August 1, 2011, under which Mr. Zhao is serving as our chief financial officer
for a term of two years commencing August 1, 2011, for annual compensation of $100,000, payable in monthly installments, as well as a one-time grant of
40,000 shares of our common stock (the “Shares”) under our 2010 Equity Incentive Plan. Mr. Zhao is also entitled to expense reimbursement and to be
included as an insured under our directors and officers insurance policy with coverage of $5,000,000. During his employment, Mr. Zhao is subject to certain
restrictive covenants, including (i) prohibition against engaging in any work that competes with us and our business and soliciting our customers, potential
customers and employees, and (ii) requirement to maintain our confidential information.
Mr. Zhao’s employment agreement terminates upon his death or disability. If Mr. Zhao is unable to perform his duties for 60 days during any 12-month
period, we may also terminate the employment agreement upon 30-day written notice. We may also terminate the employment agreement for cause, upon
notice if at any time Mr. Zhao commits (a) fraudulent, unlawful or grossly negligent conduct in connection with his employment duties; (b) willfully misconduct;
(c) willful and continued failure to perform his duties; (d) any felony or any crime involving moral turpitude; (e) violation of any of our material policy; or (f) any
material breach of any written agreement with us. Mr. Zhao may terminate his employment agreement immediately upon written notice if we breach our
agreement with him.
In connection with the Shares, we entered into a restricted stock award agreement with Mr. Zhao dated as of August 1, 2011, under which the Shares
would vest in eight equal quarterly installments on the first day of each quarter commencing on August 1, 2011. In the event we terminate Mr. Zhao’s
employment for cause, any unvested portion of the Shares at the time of termination would be automatically forfeited. We also have the option to purchase any
Shares that Mr. Zhao offers to sell prior to the 91st day from the termination of his employment, provided that if we do not purchase any or all of such Shares
within 30 days upon notice of offer, Mr. Zhao may sell such Shares in any lawful manner at no lower price or upon no more favorable terms than those offered
to the us. In November 2012, Mr. Zhao agreed to forfeit his right to the last three installments of the Shares.
Director Compensation
The following table provides compensation information for our directors during the fiscal year ended March 31, 2013:
Name
Fiscal
Year
ended
March 31,
2013
2013
2013
2013
Director Compensation Table
Fees Earned
or Paid in
Cash
($)
Stock
Awards
($)(1)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
Total
($)
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
22,099
Lei Liu (2)
Li Qi (2)
Chong’an Jin (3) (6)
Marc Thomas Serrio (4)
Bennet Tchaikovsky (5)
(6)
Bowen Zhao (6)
Yuehai Ke
Shuizhen Wu (6)
Xiaomeng Yu (6)
Zhimin Su
Taihong Guo
______________________
(1) Reflects dollar amount expensed by the Company during the applicable fiscal year for financial statement reporting purposes.
(2) Compensation is reflected in the Summary Compensation Table on page 49 above.
(3) Mr. Jin’s compensation under “Stock Awards” comes from the restricted stock award granted to him on January 16, 2012 under the Plan.
(4) Mr. Serrio’s compensation under “Stock Awards” represents 23,638 shares issued to him in connection with his director offer letter dated March 15, 2010,
22,500
-0-
-0-
-0-
-0-
4,333
1,500
3,343
-0-
-0-
-0-
-0-
-0-
-0-
25,843
-0-
-0-
-0-
-0-
4,333
1,500
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
2013
2013
2013
2013
2013
2013
2013
-0-
-0-
-0-
22,099
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
and continued on March 15, 2012. Mr. Serrio resigned on November 30, 2012.
50
(5) Mr. Tchaikovsky was appointed to the board of directors on August 1, 2011. His compensation under “Stock Awards” represents 1,471 shares issued to
him as of March 31, 2013, under the Plan.
(6) Resigned on January 1, 2013.
We do not currently have an established policy to provide compensation to members of our board of directors for their services in that capacity, although we
have entered into certain agreements with a director as described below. We intend to develop such a policy in the near future.
Agreement with Zhimin Su
On November 30, 2012, we entered into an agreement with Ms. Su in the form of a director offer letter, pursuant to which we have agreed to
compensate her $13,000 annually for her services, payable in monthly installments on the last day of each month. Additionally, she is entitled to be included as
an insured under our directors and officers insurance policy.
Agreement with Taihong Guo
On January 1, 2013, we entered into an agreement with Mr. Guo in the form of a director offer letter, pursuant to which we have agreed to
compensate him $6,000 annually for his services, payable in monthly installments on the last day of each month. Additionally, he is entitled to be included as an
insured under our directors and officers insurance policy.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN B ENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
Equity Compensation Plan Information
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
TOTAL
Plan Category
Number of
securities to
be issued upon
exercise of
outstanding
options,
warrants
and rights
323,897
—
323,897
Number of
securities
remaining
available
for
future issuance
under equity
compensation
plans
1,701,103
—
1,701,103
Weighted-
average
exercise price of
outstanding
options, warrants
and rights
4.98
—
4.98
On September 21, 2010, our board of directors approved a stock incentive plan for officers, directors, employees, and consultants entitled “China Jo-Jo
Drugstores, Inc. 2010 Equity Incentive Plan” (the “Plan”). The maximum number of shares that may be issued under the Plan is 2,025,000 shares of our
common stock. The Plan was approved by our shareholders at our annual meeting held on November 2, 2010. Under the Plan, the Company may issue
common stock and/or options to purchase common stock to our officers, directors, employees and consultants. The Plan is administered either by our board of
directors or a committee that it designates comprising of at least two “non-employee” directors. The board (or the committee if one is designated) has full and
complete authority, in its discretion, but subject to the express provisions of the Plan, to grant awards, to determine the number of awards to be granted and the
time or times at which awards shall be granted; to establish the terms and conditions upon which awards may be exercised; to remove or adjust any restrictions
and conditions upon awards; to specify, at the time of grant, provisions relating to exercisability of awards and to accelerate or otherwise modify the
exercisability of any awards; and to adopt such rules and regulations and to make all other determinations deemed necessary or desirable for the administration
of the Plan. As of March 31, 2013, there were 1,701,103 shares of our common stock remaining available for future issuance under the Plan.
51
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding our common stock beneficially owned on June 20, 2013, for (i) each stockholder known to
be the beneficial owner of 5% or more of our outstanding common stock, (ii) each executive officer and director, and (iii) all executive officers and directors as
a group. To the best of our knowledge, subject to community and marital property laws, all persons named have sole voting and investment power with respect
to such shares, except as otherwise noted.
Common Stock Beneficially Owned
Executive officers and directors: (1)
Lei Liu, chief executive officer and chairman of the board of directors (4)
Ming Zhao, chief financial officer
Li Qi, Secretary and Director (4)
Yuehai Ke (5)
Zhimin Su (6)
Taihong Guo (7)
All directors and executive officers as a group (6 persons)
Number of
Shares
beneficially
owned (2)
Percentage of
class beneficially
owned (3)
6,030,000
31,000
6,030,000
0
0
0
6,056,000
44.31%
*
44.31%
0%
0%
0%
44.54%
5% Shareholders: (1)
Super Marvel Limited (4)
Chong’an Jin (4)
______________________
* Less than 1%.
(1) Unless otherwise noted, the address for each of the named beneficial owners is: Room 507-513, 5th Floor, A Building, Meidu Plaza, Gongshu District,
6,030,000
6,030,000
44.31%
44.31%
Hangzhou, Zhejiang Province, China.
(2) Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power,
which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person
(if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is
provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially
owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as
shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of shares of common stock
actually outstanding.
(3) Unless otherwise noted, the number and percentage of outstanding shares of common stock is based upon 13,609,002 shares outstanding as of June 20,
2013.
(4) The address of Super Marvel Limited (“Super Marvel”) is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. The
owners of Super Marvel are Mr. Liu (39%), Ms. Qi (30%) and Mr. Jin (31%). Mr. Liu is also its executive directors, and Ms. Qi and Mr. Jin are each a
director. The numbers of shares of common stock reported herein as beneficially owned by Ms. Qi Messrs. Liu and Jin are held by Super Marvel, which
they in turn own indirectly through their respective ownership of Super Marvel.
(5) Mr. Ke’s address is: 388 Yuhangtang Road, Hangzhou, China 310058.
(6) Ms. Su’s address is: 3601B The Center, Changle Road, Xuhui District, Shanghai, China.
(7) Mr. Guo’s address is: 7th Floor, Qingchunbao Group, No. 555 Xixi Road, Hangzhou, China.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Our Officers and Directors’ Relationship with Us, Our Subsidiaries and VIE
As described in “Business – Our Corporate History and Structure” above, we control HJ Group through contractual arrangements between Jiuxin
Management, our wholly-owned subsidiary, and each of Jiuzhou Pharmacy, Jiuzhou Medical and Jiuzhou Clinic. HJ Group is owned by our three
cofounders, two of whom also hold positions as our executive officers and/or directors. Because the three cofounders also collectively own a substantial
amount of our issued and outstanding common stock, we believe that our interests are aligned with those of HJ Group and our cofounders. However, see “Risk
Factors – Risks Related to Our Corporate Structure – Our contractual arrangements with HJ Group and our cofounders may not be as effective in
providing control over these entities as direct ownership,” and “Management members of HJ Group have potential conflicts of interest with us, which
may adversely affect our business and your ability for recourse.”
52
Other Related Party Transactions
Set forth below are our related party transactions since April 1, 2011:
March 31,
March 31,
2013
2012
Due to cofounders (1):
Due to director (2):
Total
______________________
(1) As of March 31, 2013 and 2012, amount due to cofounders represents contributions from our three founders to Jiuxin Management to enable Jiuxin
576,818 $
647,599
1,224,417 $
880,058
578,383
1,458,441
$
$
Management to meet its approved PRC registered capital requirements. Such contributions are to be returned to the directors upon demand.
(2) Due to banking restriction on foreign exchange transactions, Mr. Lei Liu personally lent U.S. dollars to the Company to facilitate its payments of expenses
in the United States.
We also lease our corporate office and a retail space from Mr. Liu under long-term operating lease agreements until December 2013 and August 2014,
respectively. For the fiscal years ended March 31, 2013 and 2012, $0 and $187,320 was paid to Mr. Liu for such leases, respectively.
ITEM 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Our current principal independent auditor is Friedman, LLP (“Friedman”), whom we engaged on April 19, 2011. The following table shows the fees for
audit and other services provided by Friedman in relation to our 2013 and 2012 fiscal years:
For the Fiscal Years ended
March 31,
2013
2012
Audit Fees (1)
Audit-related Fees (2)
Tax Fees (3)
All Other Fees (4)
Total
___________
(1) Audit Fees – This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form
10-Q, and services that are normally provided by independent auditors in connection with statutory and regulatory filings or the engagement for fiscal
years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial
statements.
265,000
15,000
-
-
280,000
210,000
15,000
-
-
225,000
$
$
$
$
(2) Audit-Related Fees – This category consists of assurance and related services by our independent auditors that are reasonably related to the performance
of the audit or review of our financial statements and are not reported above under "Audit Fees." The services for the fees disclosed under this category
include consultation regarding our correspondence with the SEC.
(3) Tax Fees – This category consists of professional services rendered by our independent auditors for tax compliance and tax advice. The services for the
fees disclosed under this category include tax return preparation and technical tax advice.
(4) All Other Fees – This category consists of fees for other miscellaneous items.
Pre-Approval Policies and Procedures of the Board of Directors
Our board of directors approved the engagement of our independent auditors for 2012. Our audit committee approved the engagement of our
independent auditors for 2013, and also pre-approved all audit and non-audit expenses.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1) Financial Statements
PART IV
The following consolidated financial statements for the years ended March 31, 2013 and 2012 are included in Part II, Item 8 of this Report:
Reports of Independent Registered Public Accounting Firms
Consolidated Balance Sheets at March 31, 2013 and 2012
Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended March 31, 2013 and 2012
Consolidated Statements of Stockholders’ Equity for the Years Ended March 31, 2013 and 2012
Consolidated Statements of Cash Flows for the Years Ended March 31, 2013 and 2012
Notes to Consolidated Financial Statements
F-1
F-2
F-3
F-4
F-5
F-6
53
(2) Financial Statement Schedules
Schedules are omitted because the required information is not present or is not present in amounts sufficient to require submission of the schedule or because
the information required is given in the consolidated financial statements or the notes thereto.
(3) Exhibits
Exhibit
Number
2
3.1
3.2
3.3
3.4
3.5
3.6
4.1
4.2
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
EXHIBIT INDEX
Description
Share Exchange Agreement among Kerrisdale Mining Corporation, certain of its stockholders, Renovation Investment (Hong Kong) Co., Ltd. and
its shareholders dated September 17, 2009 (3)
Articles of Incorporation (1)
Certificate of Amendment to Articles of Incorporation filed with the Nevada Secretary of State on July 14, 2008 (2)
Articles of Merger filed with the Nevada Secretary of State on September 22, 2009 (3)
Bylaws (1)
Text of Amendments to the Bylaws (2)
Certificate of Change Pursuant to NRS 78.209 with an effective date of April 9, 2010 (6)
Specimen of Common Stock Certificate (1)
2010 Equity Incentive Plan (8)
Consulting Services Agreement between Zhejiang Jiuxin Investment Management Co., Ltd. (“Jiuxin Management”) and Hangzhou Jiuzhou Grand
Pharmacy Chain Co., Ltd. (“Jiuzhou Pharmacy”) dated August 1, 2009 (3)
Operating Agreement among Jiuxin Management, Jiuzhou Pharmacy and its owners dated August 1, 2009 (3)
Equity Pledge Agreement among Jiuxin Management, Jiuzhou Pharmacy and its owners dated August 1, 2009 (3)
Option Agreement among Jiuxin Management, Jiuzhou Pharmacy and its owners dated August 1, 2009 (3)
Voting Rights Proxy Agreement among Jiuxin Management, Jiuzhou Pharmacy and its owners dated August 1, 2009 (3)
Consulting Services Agreement between Jiuxin Management and Hangzhou Jiuzhou Clinic of Integrated Traditional and Western Medicine
(General Partnership) (“Jiuzhou Clinic”) dated August 1, 2009 (3)
Operating Agreement among Jiuxin Management, Jiuzhou Clinic and its owners dated August 1, 2009 (3)
Equity Pledge Agreement among Jiuxin Management, Jiuzhou Clinic and its owners dated August 1, 2009 (3)
Option Agreement among Jiuxin Management, Jiuzhou Clinic and its owners dated August 1, 2009 (3)
Voting Rights Proxy Agreement among Jiuxin Management, Jiuzhou Clinic and its owners dated August 1, 2009 (3)
Consulting Services Agreement between Jiuxin Management and Hangzhou Jiuzhou Medical & Public Health Service Co., Ltd. (“Jiuzhou
Service”) dated August 1, 2009 (3)
Operating Agreement among Jiuxin Management, Jiuzhou Service and its owners dated August 1, 2009 (3)
Equity Pledge Agreement among Jiuxin Management, Jiuzhou Service and its owners dated August 1, 2009 (3)
Option Agreement among Jiuxin Management, Jiuzhou Service and its owners dated August 1, 2009 (3)
Voting Rights Proxy Agreement among Jiuxin Management, Jiuzhou Service and its owners dated August 1, 2009 (3)
Amendment to Consulting Services Agreement between Jiuxin Management and Jiuzhou Pharmacy dated October 27, 2009 (4)
Amendment to Operating Agreement between Jiuxin Management and Jiuzhou Pharmacy dated October 27, 2009 (4)
Amendment to Option Agreement between Jiuxin Management and Jiuzhou Pharmacy dated October 27, 2009 (4)
Amendment to Voting Rights Proxy Agreement between Jiuxin Management and Jiuzhou Pharmacy dated October 27, 2009 (4)
Amendment to Consulting Services Agreement between Jiuxin Management and Jiuzhou Clinic dated October 27, 2009 (4)
Amendment to Operating Agreement between Jiuxin Management and Jiuzhou Clinic dated October 27, 2009 (4)
Amendment to Option Agreement between Jiuxin Management and Jiuzhou Clinic dated October 27, 2009 (4)
Amendment to Voting Rights Proxy Agreement between Jiuxin Management and Jiuzhou Clinic dated October 27, 2009 (4)
Amendment to Consulting Services Agreement between Jiuxin Management and Jiuzhou Service dated October 27, 2009 (4)
Amendment to Operating Agreement between Jiuxin Management and Jiuzhou Service dated October 27, 2009 (4)
Amendment to Option Agreement between Jiuxin Management and Jiuzhou Service dated October 27, 2009 (4)
Amendment to Voting Rights Proxy Agreement between Jiuxin Management and Jiuzhou Service dated October 27, 2009 (4)
Consulting Services Agreement between Jiuxin Management and Zhejiang Jiuying Grand Pharmacy Co., Ltd. (“Jiuying Pharmacy”) dated May 15,
2012 (12)
10.29
Operating Agreement between Jiuxin Management and Jiuying Pharmacy dated May 15, 2012 (12)
54
10.30
10.31
10.32
10.33
10.34
10.35
10.36
10.37
10.38
10.39
10.40
10.41
14
21
23
31.1
31.2
32.1
32.2
99.1
Voting Rights Proxy Agreement between Jiuxin Management and Jiuying Pharmacy dated May 15, 2012 (12)
Equity Pledge Agreement between Jiuxin Management and Jiuying Pharmacy dated May 15, 2012 (12)
Option Agreement between Jiuxin Management and Jiuying Pharmacy dated May 15, 2012 (12)
Employment Agreement with Ming Zhao dated August 1, 2011 (10)
Restricted Stock Award Agreement with Ming Zhao dated August 1, 2011 (10)
Director Offer Letter with Bennet P. Tchaikovsky dated August 1, 2011 (10)
Restricted Stock Award Agreement with Bennet P. Tchaikovsky dated August 1, 2011 (10)
Agreement with Worldwide Officers, Inc. (“Worldwide Officers”) dated August 1, 2011 (10)
Restricted Stock Award Agreement with Worldwide Officers dated August 1, 2011 (10)
Director Offer Letter with Zhimin Su dated November 30, 2012 (13)
Director Offer Letter with Taihong Guo dated January 1, 2013 (14)
Consulting Services Agreement with Worldwide Officers dated January 1, 2013 (14)
Code of Business Conduct and Ethics (5)
List of subsidiaries *
Consent of Independent Publicly Registered Accounting Firm, Friedman, LLP *
Section 302 Certification by the Corporation’s Chief Executive Officer *
Section 302 Certification by the Corporation’s Chief Financial Officer *
Section 906 Certification by the Corporation’s Chief Executive Officer *
Section 906 Certification by the Corporation’s Chief Financial Officer *
Project Agreement between The People’s Government of Qianhong Village, Lin’an, Zhejiang Province (the “Qianhong Local Government”) and
Jiuzhou Pharmacy dated February 27, 2010 (7)
Security Deposit Agreement between the Qianhong Local Government and Jiuzhou Pharmacy dated February 27, 2010 (7)
Equity Interests Transfer Agreement dated April 15, 2011 (11)
Supplemental Agreement to Equity Interests Transfer Agreement dated August 25, 2011 (11)
99.2
99.3
99.4
101.INS XBRL Instance Document * **
101.SCH XBRL Taxonomy Extension Scheme Document * **
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document * **
101.DEF XBRL Taxonomy Extension Definition Linkbase Document * **
101.LAB XBRL Taxonomy Extension Label Linkbase Document * **
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document * **
*
**
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
Filed herewith
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the
Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Incorporated by reference from the registrant’s Registration Statement on Form SB-2 filed on November 28, 2007
Incorporated by reference from the registrant’s Current Report on Form 8-K filed on July 15, 2008
Incorporated by reference from the registrant’s Current Report on Form 8-K filed on September 24, 2009
Incorporated by reference from the registrant’s Current Report on Form 8-K filed on October 30, 2009
Incorporated by reference from the registrant’s Current Report on Form 8-K filed on March 16, 2010
Incorporated by reference from the registrant’s Current Report on Form 8-K filed on April 14, 2010
Incorporated by reference from the registrant’s Annual Report on Form 10-K filed on June 29, 2010
Incorporated by reference from the registrant’s Current Report on Form 8-K filed on November 3, 2010
Incorporated by reference from the registrant’s Quarterly Report on Form 10-Q filed on February 14, 2011
Incorporated by reference from the registrant’s Current Report on Form 8-K filed on August 2, 2011
Incorporated by reference from the registrant’s Current Report on Form 8-K filed on October 21, 2011
Incorporated by reference from the registrant’s Current Report on Form 8-K filed on May 17, 2012
Incorporated by reference from the registrant’s Current Report on Form 8-K filed on November 30, 2012
Incorporated by reference from the registrant’s Current Report on Form 8-K filed on January 4, 2013
55
Pursuant to the requirements of section 13 or 15(d) 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.
SIGNATURES
CHINA JO-JO DRUGSTORES, INC.
(Registrant)
By: /s/ Lei Liu
Lei Liu
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Ming Zhao
Ming Zhao
Chief Financial Officer
(Principal Financial and Accounting Officer)
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the
dates indicated:
Signature
/s/ Lei Liu
Lei Liu
/s/ Ming Zhao
Ming Zhao
/s/ Li Qi
Li Qi
/s/ Taihong Guo
Taihong Guo
/s/ Yuehai Ke
Yuehai Ke
/s/ Zhimin Su
Zhimin Su
Title
Date
Chief Executive Officer and Director
July 1, 2013
Chief Financial Officer
Secretary and Director
Director
Director
Director
56
July 1, 2013
July 1, 2013
July 1, 2013
July 1, 2013
July 1, 2013
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
China Jo-Jo Drugstore, Inc. and subsidiaries
We have audited the accompanying consolidated balance sheets of China Jo-Jo Drugstore, Inc. and subsidiaries (the “Company”) as of March 31, 2013 and
2012, and the related consolidated statements of operations and comprehensive (loss) income, changes in stockholders’ equity, and cash flows for each of the
two years in the periods ended March 31, 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of March
31, 2013 and 2012, and the consolidated results of its operations and its cash flows for each of the two years in the periods ended March 31, 2013, in conformity
with accounting principles generally accepted in the United States of America.
/s/Friedman LLP
New York, New York
July 1, 2013
F-1
CHINA JO-JO DRUGSTORES, INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
A S S E T S
CURRENT ASSETS
Cash
Restricted cash
Trade accounts receivables, net
Inventories
Other receivables, net
Advances to suppliers, net
Other current assets
Total current assets
PROPERTY AND EQUIPMENT, net
OTHER ASSETS
Long term deposits
Other noncurrent assets
Intangible assets, net
Total other assets
Total assets
L I A B I L I T I E S A N D S T O C K H O L D E R S' E Q U I T Y
CURRENT LIABILITIES
Accounts payable, trade
Notes payable
Other payables
Other payables - related parties
Customer deposits
Taxes payable
Accrued liabilities
Total current liabilities
Purchase option derivative liability
Total liabilities
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock; $0.001 par value; 10,000,000 shares authorized; nil issued and outstanding as of March 31, 2013 and
2012
Common stock; $0.001 par value; 250,000,000 shares authorized; 13,609,002 and 13,589,621 shares issued and
outstanding
Additional paid-in capital
Statutory reserves
Retained earnings
Accumulated other comprehensive income
Total stockholders' equity
Noncontrolling interests
Total equity
March 31,
2013
March 31,
2012
$
$
4,524,094
2,162,837
12,978,808
8,586,999
157,849
15,523,034
1,221,499
45,155,120
3,833,216
2,818,449
16,516,671
6,875,574
603,294
14,347,557
2,853,301
47,848,062
13,288,652
15,647,120
2,760,665
5,431,326
1,202,258
9,394,249
2,872,219
5,776,667
2,816,945
11,465,831
$
67,838,021
$
74,961,013
$
$
13,780,211
7,186,453
1,327,454
1,224,417
4,828,293
371,633
956,342
29,674,803
15,609
29,690,412
13,906,383
4,208,928
782,586
1,458,441
1,332,141
469,606
417,184
22,575,269
34,419
22,609,688
-
-
13,609
16,609,747
1,309,109
17,095,369
3,121,654
38,149,488
13,589
16,853,039
1,309,109
31,429,100
2,747,561
52,352,398
(1,879)
38,147,609
(1,073)
52,351,325
Total liabilities and stockholders' equity
$
67,838,021
$
74,961,013
The accompanying notes are an integral part of these consolidated financial statements.
F-2
CHINA JO-JO DRUGSTORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
REVENUES, NET
COST OF GOODS SOLD
GROSS PROFIT
SELLING EXPENSES
GENERAL AND ADMINISTRATIVE EXPENSES
GOODWILL IMPAIRMENT LOSS
TOTAL OPERATING EXPENSES
(LOSS) INCOME FROM OPERATIONS
OTHER INCOME, NET
CHANGE IN FAIR VALUE OF PURCHASE OPTION DERIVATIVE LIABILITY
(LOSS) INCOME BEFORE INCOME TAXES
PROVISION FOR INCOME TAXES
NET (LOSS) INCOME
ADD: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST
For the years ended March 31,
2013
89,495,546
$
2012
94,352,885
$
74,860,553
66,790,084
14,634,993
27,562,801
12,216,984
15,000,364
1,473,606
28,690,954
8,498,240
8,582,389
-
17,080,629
(14,055,961)
10,482,172
56,428
18,810
187,865
118,807
(13,980,723)
10,788,844
353,802
2,648,365
(14,334,525)
8,140,479
794
1,147
NET (LOSS) INCOME ATTRIBUTABLE TO CHINA JO-JO DRUGSTORES, INC.
(14,333,731)
8,141,626
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustments
COMPREHENSIVE (LOSS) INCOME
WEIGHTED AVERAGE NUMBER OF SHARES:
Basic
Diluted
EARNINGS PER SHARES:
Basic
Diluted
374,093
1,627,728
$
(13,959,638) $
9,769,354
13,580,731
13,580,731
13,568,481
13,569,995
$
$
(1.06) $
(1.06) $
0.60
0.60
The accompanying notes are an integral part of these consolidated financial statements.
F-3
CHINA JO-JO DRUGSTORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Common Stock
Number of
shares
Amount
Paid-in
capital
Retained Earnings
Accumulated
other
Statutory
reserves
comprehensive Noncontrolling
Unrestricted
income/(loss)
interest
Total
BALANCE,
March 31, 2011
13,530,477 $
13,530 $
16,333,956 $ 1,309,109 $
23,287,474 $
1,119,848 $ - $
42,063,917
59
59,144
406,546
118,993
- -
- - -
- - -
- - (6,456) - - -
Cash injection
contributed by
shareholders
Stock based
compensation
Closing of
subsidiary
Kuaileren
Non-controlling
interest in
acquiree
Net income
Foreign
currency
translation gains - - - - - 1,627,713 15 1,627,728
BALANCE,
March 31, 2012
- - - - - -
8,141,626 -
- - - -
59
(1,147)
- (6,456)
2,747,561 $ (1,073) $
16,853,039 $ 1,309,109 $
59
8,140,479
-
-
31,429,100 $
13,589,621 $
52,351,325
13,589 $
406,546
119,052
Closing of VIE
Jiuying
Pharmacy
Stock based
compensation
Net loss
Foreign
currency
translation gain
(loss)
BALANCE,
March 31, 2013
-
19,381
-
20
)
(406,546
163,254
- - - - (14,333,731) -
-
-
-
- 163,274
(14,334,525)
(794)
-
-
-
-
(406,546)
- - - - -
374,093 (12) 374,081
13,609,002 $
13,609 $
16,609,747 $ 1,309,109
17,095,369 $
3,121,654 $ (1,879) $ 38,147,609
The accompanying notes are an integral part of these consolidated financial statements.
F-4
CHINA JO-JO DRUGSTORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization
Leasehold improvement impairment
Stock compensation
Bad debt write-off and provision - trade accounts receivables, advance to suppliers and other
receivables
Goodwill Impairment
Change in fair value of purchase option derivative liability
Change in operating assets:
Accounts receivable, trade
Inventories
Other receivables
Advances to suppliers
Other current assets
Long term deposit
Other noncurrent assets
Change in operating liabilities:
Accounts payable, trade
Other payables and accrued liabilities
Customer deposits
Taxes payable
Net cash (used in) provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment
Additions to leasehold improvements
Net payments for business acquisitions
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Change in restricted cash
Change in notes payable
Change in other payables-related parties
Proceeds from shareholders contribution
Net cash (used in) provided by financing activities
EFFECT OF EXCHANGE RATE ON CASH
(DECREASE) INCREASE IN CASH
CASH, beginning of year
CASH, end of year
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes
Transfer from construction-in-progress to leasehold improvement
Non-cash financing activities
Notes payable transferred to accounts payable vendors
For the years ended March 31,
2013
2012
$
(14,334,525) $
8,140,479
2,764,144
2,269,288
163,274
8,184,909
1,473,606
(18,810)
(1,045,689)
(1,646,583)
(503,613)
(3,584,443)
1,646,935
134,493
390,869
(239,313)
665,735
3,467,706
(101,323)
(313,340)
2,340,865
-
119,052
1,669,864
-
(118,807)
(14,179,193)
2,018,848
(372,660)
2,132,100
5,860,584
(238,630)
350,885
15,792,680
(1,626,827)
(768,651)
(1,153,346)
19,967,243
(415,152)
(1,989,207)
-
(2,404,359)
(4,915,241)
(6,639,268)
(3,308,158)
(14,862,667)
675,380
2,928,146
(234,404)
-
3,369,122
(1,840,419)
(7,077,596)
577,183
406,546
(7,934,286)
39,455
173,021
690,878
(2,656,689)
3,833,216
6,489,905
4,524,094 $
3,833,216
70,725 $
2,707,183 $
4,113,553
2,890,399
- $
8,468,458
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-5
CHINA JO-JO DRUGSTORES, INC., AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – DESCRIPTION OF BUSINESS AND ORGANIZATION
China Jo-Jo Drugstores, Inc. (“Jo-Jo Drugstores” or the “Company”), was incorporated in Nevada on December 19, 2006, originally under the name
“Kerrisdale Mining Corporation.” On September 24, 2009, the Company changed its name to “China Jo-Jo Drugstores, Inc.” in connection with a share
exchange transaction as described below.
On September 17, 2009, the Company completed a share exchange transaction with Renovation Investment (Hong Kong) Co., Ltd. (“Renovation”), whereby
7,900,000 shares of common stock were issued to the stockholders of Renovation in exchange for 100% of the capital stock of Renovation. The completion of
the share exchange transaction resulted in a change of control. The share exchange transaction was accounted for as a reverse acquisition and recapitalization
and, as a result, the consolidated financial statements of the Company (the legal acquirer) is, in substance, those of Renovation (the accounting acquirer), with
the assets and liabilities, and revenues and expenses, of the Company being included effective from the date of the share exchange transaction. Renovation has
no substantive operations of its own except for its holdings of Zhejiang Jiuxin Investment Management Co., Ltd. (“Jiuxin Management”), Zhejiang Shouantang
Medical Technology Co., Ltd. (“Shouantang Technology”) and Hangzhou Jiutong Medical Technology Co., Ltd (“Jiutong Medical”), its wholly-owned
subsidiaries.
The Company is a retail and wholesale distributor of pharmaceutical and other healthcare products in the People’s Republic of China (“China” or the “PRC”).
The Company’s retail business is comprised primarily of pharmacies, a majority of which are operated by Hangzhou Jiuzhou Grand Pharmacy Chain Co., Ltd.
(“Jiuzhou Pharmacy”), a company that the Company controls through contractual arrangements. Shanghai Lydia Grand Pharmacy Co., Ltd. (“Shanghai Lydia”),
a wholly-owned subsidiary of Jiuzhou Pharmacy, operates two store locations in Shanghai. On July 29, 2011, Shanghai Lydia obtained control of Shanghai
Bieyanghong Zhongxing Grand Pharmacy Co. Ltd., which also operates one pharmacy in Shanghai, and which subsequently changed its name to Shanghai
Lydia Zhongxing Grand Pharmacy Co., Ltd. (“Shanghai Zhongxing”). Shanghai Lydia has two additional subsidiaries, namely, Shanghai Lydia Trading Co., Ltd.
(“Lydia Trading”), which operates one pharmacy in Shanghai, and Shanghai Lydia Zhenguang Grand Pharmacy Co., Ltd. (“Shanghai Zhenguang”), which
operates another pharmacy in Shanghai. Five drugstores previously operated by Zhejiang Jiuying Grand Pharmacy Co., Ltd. (“Jiuying Pharmacy”) closed as of
March 31, 2013, and Jiuying Pharmacy was dissolved on January 7, 2013. Prior to its dissolution, 39% and 10% of the equity interests of Jiuying Pharmacy were
held by Shouantang Technology and Jiuxin Management, respectively, with the remaining 51% held by the three owners of Jiuzhou Pharmacy, Jiuzhou Clinic
and Jiuzhou Service (the “Owners”). One drugstore previously operated by Hangzhou Quannuo Grand Pharmacy Co., Ltd. (“Hangzhou Quannuo”) closed as of
March 31, 2013. Hangzhou Quannuo is the wholly-owned subsidiary of Zhejiang Quannuo Internet Technology Co., Ltd. (“Quannuo Technology”), which is
wholly-owned by Shouantang Technology. At March 31, 2013, Hangzhou Quannuo had not been dissolved but had no operation.
The Company’s retail business also includes two medical clinics through Hangzhou Jiuzhou Clinic of Integrated Traditional and Western Medicine (“Jiuzhou
Clinic”) and Hangzhou Jiuzhou Medical and Public Health Service Co., Ltd. (“Jiuzhou Service”), both of which are also controlled by the Company through
contractual arrangements.
The Company’s wholesale business is primarily conducted through Zhejiang Jiuxin Medicine Co., Ltd. (“Jiuxin Medicine”), which is licensed to distribute
prescription and non-prescription pharmaceutical products throughout China. Jiuzhou Pharmacy acquired Jiuxin Medicine on August 25, 2011.
The Company’s herb farming business is conducted by Hangzhou Qianhong Agriculture Development Co., Ltd. (“Qianhong Agriculture”), a wholly-owned
subsidiary of Jiuxin Management, which operates a cultivation project of herbal plants used for traditional Chinese medicine (“TCM”).
Tonglu Lydia Agriculture Development Co., Ltd. (“Tonglu Lydia”), a wholly-owned subsidiary of Shouantang Technology, was closed on August 1, 2012. Prior
to its closure, Tonglu Lydia did not have any operations.
F-6
The accompanying consolidated financial statements reflect the activities of the Company and each of the following entities:
Entity Name
Renovation HK
Jiuxin Management
Background
● Incorporated in Hong Kong SAR on September 2, 2008
● Established in the PRC on October 14, 2008
● Deemed a wholly foreign owned enterprise (“WFOE”) under PRC law
● Registered capital of $4.5 million fully paid
Ownership
100%
100%
Shouantang Technology
● Established in the PRC on July 16, 2010 by Renovation with registered capital of $20
100%
Qianhong Agriculture
Quannuo Technology
Hangzhou Quannuo
Jiuzhou Pharmacy (1)
Jiuzhou Clinic (1)
Jiuzhou Service (1)
Shanghai Lydia
Jiuxin Medicine
million
● Registered capital requirement reduced by the SAIC to $11 million in July 2012 and is
fully paid
● Deemed a WFOE under PRC law
● Invests and finances the working capital of Quannuo Technology
● Established in the PRC on August 10, 2010 by Jiuxin Management
● Registered capital of RMB 10 million fully paid
● Carries out cultivation of TCM herbal plants
● Established in the PRC on July 7, 2009
● Registered capital of RMB 10 million fully paid
● Acquired by Shouantang Technology in November 2010
● Operates the Company’s online pharmacy website and provide software and technical
support
● Established in the PRC on July 8, 2010 by Quannuo Technology
● Registered capital of RMB 800,000 fully paid
● Currently has no operation
● Established in the PRC on September 9, 2003
● Registered capital of RMB 5 million fully paid
● Operates the “Jiuzhou Grand Pharmacy” stores in Hangzhou
● Established in the PRC as a general partnership on October 10, 2003
● Operates a medical clinic adjacent to one of Jiuzhou Pharmacy’s stores
● Established in the PRC on November 2, 2005
● Registered capital of RMB 500,000 fully paid
● Operates a medical clinic adjacent to one of Jiuzhou Pharmacy’s stores
● Established in the PRC on January 31, 2011 by Jiuzhou Pharmacy
● Registered capital of RMB 1 million fully paid
● Operates the “Lydia Grand Pharmacy” and “Chaling Grand Pharmacy” stores
in Shanghai
● Established in PRC on December 31, 2003
● Acquired by Jiuzhou Pharmacy in August 2011
● Registered capital of RMB 10 million fully paid
● Carries out pharmaceutical distribution services
Shanghai Zhongxing
● Established in PRC on June 19, 2006
● Registered capital of RMB 1 million fully paid
● 99% acquired by Shanghai Lydia in July 2011
● Operates the “Zhongxing Grand Pharmacy” store in Shanghai
100%
100%
100%
VIE by contractual
arrangements (2)
VIE by contractual
arrangements (2)
VIE by contractual
arrangements (2)
VIE by contractual
arrangements as a wholly-
owned subsidiary of Jiuzhou
Pharmacy (2)
VIE by contractual
arrangements as a wholly-
owned subsidiary of Jiuzhou
Pharmacy (2)
VIE by contractual
arrangements as a controlled
entity of Jiuzhou Pharmacy
through Shanghai Lydia (2)
Jiutong Medical
● Established in the PRC on December 20, 2011 by Renovation with registered capital of
100%
$5 million
● $2 million of registered capital paid, and application to reduce the balance of $3 million,
originally due by December 20, 2012, submitted to local Administration of Industry and
Commerce
● Currently has no operation
Jiuying Pharmacy
● Established in the PRC on February 27, 2012 with registered capital of RMB 5 million
fully paid
● Operated “Jiuying Grand Pharmacy” stores in Hangzhou , all of which were closed as
VIE by contractual
arrangements (3)
of December 31, 2012
● Dissolved on January 7, 2013
F-7
Lydia Trading
● Established in the PRC on June 20, 2012 with registered capital of RMB 1 million fully
paid
● Operates one “Weifang Grand Pharmacy” store in Shanghai
VIE by contractual
arrangements as a wholly
owned subsidiary of Jiuzhou
Pharmacy through Shanghai
Lydia (2)
Shanghai Zhenguang
● Established in the PRC on October 31, 2012 with registered capital of RMB 500,000
VIE by contractual
fully paid
●
Operates the “Zhenguang Grand Pharmacy” store in Shanghai
arrangements as a wholly
owned subsidiary of Jiuzhou
Pharmacy through Shanghai
Lydia (2)
(1)
Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service have been under the common control of the Owners since their respective establishment dates,
pursuant to agreements amongst the Owners to vote their interests in concert as memorialized in a voting agreement. Based on such voting
agreement, the Company has determined that common control exists among these three companies in accordance with generally accepted accounting
standards. Operationally, the Owners have operated these three companies in conjunction with one another since each company’s respective
establishment date. Shanghai Lydia, Shanghai Zhongxing and Jiuxin Medicine are also deemed under the common control of the Owners as they are
each a subsidiary of Jiuzhou Pharmacy.
(2) To comply with certain foreign ownership restrictions of pharmacy and medical clinic operators, Jiuxin Management entered into a series of
contractual arrangements with Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service on August 1, 2009. These contractual arrangements are
comprised of five agreements: consulting services agreement, operating agreement, equity pledge agreement, voting rights agreement and option
agreement. As a result of these agreements, which obligate Jiuxin Management to absorb all of the risks of loss from the activities of Jiuzhou
Pharmacy, Jiuzhou Clinic and Jiuzhou Service, and enable the Company (through Jiuxin Management) to receive all of their expected residual returns,
the Company accounts for all three companies (as well as the two subsidiaries of Jiuzhou Pharmacy) as a variable interest entity (“VIE”) under the
accounting standards of the Financial Accounting Standards Board (“FASB”). Accordingly, the financial statements of Jiuzhou Pharmacy, Jiuzhou
Clinic and Jiuzhou Service, as well as the subsidiaries and entity under the control of Jiuzhou Pharmacy (Shanghai Lydia, Jiuxin Medicine, Shanghai
Zhongxing, Leilian Trading and Shanghai Zhenguang), are consolidated into the financial statements of the Company.
(3) To comply with foreign ownership restrictions, the Company held 49% of the equity interest (39% through Shouantang Technology and 10% through
Jiuxin Management). The remaining 51% was held by the Owners but controlled by the Company through contractual arrangements between Jiuxin
Management and Jiuying Pharmacy entered into on May 15, 2012. Such contractual arrangements are identical to those that Jiuxin Management
entered into with Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service. As such, the Company also accounted for Jiuying Pharmacy prior to its
dissolution as a VIE and consolidated its financial statements into those of the Company.
F-8
Note 2 – LIQUIDITY
As reflected in the Company’s consolidated financial statements, the Company had net loss and negative cash flow from operating activities for the year ended
March 31, 2013. In assessing its liquidity, management monitors and analyzes the Company’s cash on-hand, its ability to renew bank facilities, and its operating
and capital expenditure commitments. Its principal liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure
obligations.
The Company’s principal sources of liquidity consist of existing cash on hand, bank facilities from local banks as well as personal loans from its principal
shareholders if necessary. The Company has a loan agreement to borrow up to $3.5 million from a local bank. Any borrowing therefrom is secured by the
Company’s assets pursuant to a collateral agreement, as well as the personal guarantees of some of its principal shareholders. As of March 31, 2013, $3.1
million remains available for future borrowing from such bank. In addition, a principal shareholder, Mr. Lei Liu, has agreed to provide necessary financial support
to meet the Company’s financial obligations in the event that it requires additional liquidity.
On the operating side, the Company plans to fund current operations by adjusting its wholesale business operations to focus on profitability rather than sales
volume, closing underperforming pharmacies, and focusing on strengthening and expanding its core business model of integrating pharmacies with medical clinic
services, which has proven to be a key profit driver. The Company also plans to control its general and administrative expenses by identifying and eliminating
unnecessary administrative costs. Selling expenses and general and administrative expenses related to pharmacies and subsidiaries that were shut down in fiscal
2013 (such as Jiuying Pharmacy) are non-recurring in the forthcoming years.
Management believes that the foregoing measures collectively will provide sufficient liquidity for the Company to meet its future liquidity and capital obligations.
Note 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation and consolidation
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America
(“US GAAP”). The consolidated financial statements include the financial statements of the Company, its wholly-owned subsidiaries and VIEs. All significant
inter-company transactions and balances between the Company, its subsidiaries and VIEs are eliminated upon consolidation.
Consolidation of variable interest entities
In accordance with accounting standards regarding consolidation of variable interest entities, VIEs are generally entities that lack sufficient equity to finance
their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs with which the
Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to
consolidate the VIE for financial reporting purposes.
F-9
The Company has concluded, based on the contractual arrangements, that Jiuzhou Pharmacy (including its subsidiaries and controlled entities), Jiuzhou Clinic
and Jiuzhou Service are each a VIE and that the Company’s wholly-owned subsidiary, Jiuxin Management, absorbs a majority of the risk of loss from the
activities of these companies, thereby enabling the Company, through Jiuxin Management, to receive a majority of their respective expected residual returns.
Additionally, as Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service are under common control, the consolidated financial statements have been prepared as if
the transactions had occurred retroactively as to the beginning of the reporting period of these consolidated financial statements.
Control and common control is defined under the accounting standards as “an individual, enterprise, or immediate family members who hold more than 50
percent of the voting ownership interest of each entity.” Because the Owners collectively own 100% of Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service,
and have agreed to vote their interests in concert since the establishment of each of these three companies as memorialized the Voting Rights Proxy
Agreement, the Company believes that the Owners collectively have control and common control of the three companies. Accordingly, the Company believes
that Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service were constructively held under common control by Jiuxin Management as of the time the Contractual
Agreements were entered into, establishing Jiuxin Management as their primary beneficiary. Jiuxin Management, in turn, is owned by Renovation, which is
owned by the Company.
Although the Company has determined that the accounting standards regarding consolidation of VIEs do not provide for retroactive accounting treatment, each
of Jiuzhou Pharmacy, Jiuzhou Clinic, Jiuzhou Service, and Jiuying Pharmacy was in substance controlled on its establishment date of September 9, 2003,
October 10, 2003, November 2, 2005, and February 27, 2013, respectively, by the Owners. Such common control conditions resulted in the share exchange
transaction to be a capital transaction in substance, reflected as a recapitalization, and the Company has accordingly recorded the consolidation at its historical
cost.
Risks and Uncertainties
The operations of the Company are located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced
by the political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s operations in the PRC are
subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks
associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected
by changes in the political, regulatory and social conditions in the PRC, and by changes in governmental policies or interpretations with respect to laws and
regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.
The Company has significant cash deposits with suppliers in order to obtain and maintain inventory. The Company’s ability to obtain products and maintain
inventory at existing and new locations is dependent upon its ability to post and maintain significant cash deposits with its suppliers. In the PRC, many vendors
are unwilling to extend credit terms for product sales that require cash deposits to be made. The Company does not generally receive interest on any of its
supplier deposits, and such deposits are subject to loss as a result of the creditworthiness or bankruptcy of the party who holds such funds, as well as the risk
from illegal acts such as conversion, fraud, theft or dishonesty associated with the third party. If these circumstances were to arise, the Company would find it
difficult or impossible, due to the unpredictability of legal proceedings in China, to recover all or a portion of the amount on deposit with its vendors or landlords.
Members of the current management team own controlling interests in the Company and are also the Owners of the VIEs in the PRC. The Company only
controls the VIEs through contractual arrangements which obligate it to absorb the risk of loss and to receive the residual expected returns. As such, the
controlling shareholders of the Company and the VIEs could cancel these agreements or permit them to expire at the end of the agreement terms, as a result of
which the Company would not retain control of the VIEs.
Use of estimates
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting period. The significant estimates made in the preparation of the accompanying consolidated financial statements
relate primarily to the assessment of the carrying values of accounts receivable and advances to suppliers, and related allowance for doubtful accounts, useful
lives of property and equipment as well as intangible assets, fair value of purchase option derivative liability and impairment of goodwill. Because of the use of
estimates inherent in the financial reporting process, actual results could materially differ from those estimates.
F-10
Intangibles including goodwill
Intangible assets are acquired individually or as part of a group of assets, and are initially recorded at their fair value. The cost of a group of assets acquired in a
transaction is allocated to the individual assets based on their relative fair values.
The estimated useful lives of the Company’s intangible assets are as follows:
Goodwill
Licenses and permits
Software
Estimated Useful Life
Indefinite
Indefinite
3 years
The Company evaluates intangible assets for impairment other than goodwill whenever events or changes in circumstances indicate that the assets might be
impaired.
The Company evaluates goodwill and licenses and permits for impairment when a triggering event occurs (See Note 10).
Revenue recognition
Revenue from sales of prescription medicine at the drugstores is recognized when the prescription is filled and the customer picks up and pays for the
prescription.
Revenue from sales of other merchandise at the drugstores is recognized at the point of sale, which is when the customer pays for and receives the
merchandise.
Revenue from medical services is recognized after the service has been rendered to the customer.
Revenue from sales of merchandise to non-retail customers is recognized when the following conditions are met: (1) persuasive evidence of an arrangement
exists (sales agreements and customer purchase orders are used to determine the existence of an arrangement); (2) delivery of goods has occurred and risks
and benefits of ownership have been transferred, which is when the goods are received by the customer at its designated location in accordance with the sales
terms; (3) the sales price is fixed or determinable; and (4) collectability is probable. Historically, sales returns have been minimal.
The Company’s revenue is net of value added tax (“VAT”) collected on behalf of PRC tax authorities in respect to the sales of merchandise. VAT collected
from customers, net of VAT paid for purchases, is recorded as a liability in the accompanying consolidated balance sheets until it is paid to the relevant PRC tax
authorities.
Restricted cash
The Company’s restricted cash consists of cash in a bank as security for its notes payable. The Company has notes payable outstanding with the bank and is
required to keep certain amounts on deposit that are subject to withdrawal restrictions. The notes payable are generally short term in nature due to their short
maturity period of six to nine months; thus, restricted cash is classified as a current asset.
Accounts receivable
Accounts receivable represents the following: (1) amounts due from banks relating to retail sales that are paid or settled by the customers’ debit or credit cards,
(2) amounts due from government social security bureaus and commercial health insurance programs relating to retail sales of drugs, prescription medicine, and
medical services that are paid or settled by the customers’ medical insurance cards, and (3) amounts due from non-retail customers for sales of merchandise.
Accounts receivable are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as necessary. In its
wholesale business, the Company uses the aging method to estimate the allowance for anticipated uncollectible receivable balances. Under the aging method,
bad debt percentages are determined by management, based on historical experience and the current economic climate, are applied to customers’ balances
categorized by the number of months the underlying invoices have remained outstanding. At each reporting period, the allowance balance is adjusted to reflect
the amount computed as a result of the aging method. When facts subsequently become available to indicate that the allowance provided requires an adjustment,
a corresponding adjustment is made to the allowance account as a change in estimate.
F-11
In its retail business, accounts receivable mainly consist of reimbursements due from the government insurance bureaus and commercial health insurance
programs and are usually collected within two or three months. The Company directly writes off delinquent account balances, which is determined to be
uncollectable after confirming with the appropriate bureau or program each month. Additionally, the Company also makes estimated reserve on related
outstanding accounts receivable based on historical trend.
Inventories
Inventories are stated at the lower of cost or market. Cost is determined using the first in first out (FIFO) method. Market is the lower of replacement cost or
net realizable value. The Company carries out physical inventory counts on a monthly basis at each store and warehouse location. Herbs that the Company
farms are recorded at its cost, which includes direct cost such as seed selection, fertilizer, labor costs and contract fee that are spent in growing herbs on the
leased farmland, and indirect cost which includes amortization of farmland development cost. All the costs are accumulated until the time of harvest and then
allocated to harvested herbs cost when they are sold. The Company periodically reviews its inventory and records write-downs to inventories for shrinkage
losses and damaged merchandise that are identified. Historically, these amounts have not been material to the consolidated financial statements.
Property and equipment
Property and equipment are stated at cost, net of accumulated depreciation or amortization. Depreciation is calculated on the straight-line method over the
estimated useful lives of the assets, taking into consideration the assets’ estimated residual value. Leasehold improvements are amortized over the shorter of
lease term or remaining lease period of the underlying assets. Following are the estimated useful lives of the Company’s property and equipment:
Leasehold improvements
Motor vehicles
Office equipment and furniture
Buildings
Estimated Useful Life
3-10 years
5 years
3-5 years
10 years
Maintenance, repairs and minor renewals are charged to expense as incurred. Major additions and betterment to property and equipment are capitalized.
Impairment of long lived assets
The Company evaluates long lived tangible and intangible assets for impairment, whenever events or changes in circumstances indicate that the carrying value
may not be recoverable from its estimated future cash flows. Recoverability is measured by comparing the assets’ net book value to the related projected
undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends and
product development cycles. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired, and a second test
is performed to measure the amount of impairment loss.
Notes payable
During the normal course of business, the Company regularly issues bank acceptance bills as a payment method to settle outstanding accounts payables with
various material suppliers. The Company records such bank acceptance bills as notes payables. Such notes payable are generally short term in nature due to
their short maturity period of six to nine months.
Income taxes
The Company records income taxes pursuant to the accounting standards for income taxes. These standards require the recognition of deferred income tax
liabilities and assets for the expected future tax consequences of temporary differences between income tax basis and financial reporting basis of assets and
liabilities. The provision for income taxes consists of taxes currently due and the net change in deferred taxes. A valuation allowance is recognized if it is more
likely than not that some portion, or all of, a deferred tax asset will not be realized.
The FASB’s accounting standards clarify the accounting and disclosure for uncertain tax positions and prescribe a recognition threshold and measurement
attribute for recognition and measurement of a tax position taken or expected to be taken in a tax return. The accounting standards also provide guidance on de-
recognition, classification, interest and penalties, accounting in interim periods, disclosures, and transition. No significant penalties, uncertain tax provisions or
interest relating to income taxes have been incurred during the years ended March 31, 2013 and 2012.
All of the tax returns of the Company, since inception, are subject to examination by the tax authorities.
Value added tax
Sales revenue represents the invoiced value of goods, net of value added tax (“VAT”). All of the Company’s products are sold in the PRC and are subject to a
VAT on the gross sales price. The VAT rates range up to 17%, depending on the type of products sold. The VAT may be offset by VAT paid by the Company
on raw materials and other materials included in the cost of producing or acquiring its finished products. The Company recorded a VAT payable and VAT
receivable net of payments in the accompanying financial statements.
Stock based compensation
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with the
FASB’s accounting standards regarding accounting for stock-based compensation and accounting for equity instruments that are issued to other than employees
for acquiring or in conjunction with selling goods or services. Costs are measured at the estimated fair market value of the consideration received or the
estimated fair value of the equity instruments issued, whichever is more reliably determinable. The value of equity instruments issued for consideration other
than employee services is determined on the earlier of a performance commitment or completion of performance by the provider of goods or services as defined
by these accounting standards. In the case of equity instruments issued to consultants, the fair value of the equity instrument is recognized over the term of the
consulting agreement.
F-12
Advertising and promotion costs
Advertising and promotion costs are expensed as incurred, and amounted to $767,795 and $929,838 for years ended March 31, 2013 and 2012, respectively.
Such costs consist primarily of print and television advertisements, and increased dramatically year over year due to the Company’s promotion campaign.
Operating leases
The Company leases premises for retail drugstores, offices and wholesale warehouse under non-cancelable operating leases. Operating lease payments are
expensed over the term of lease. A majority of the Company’s retail drugstore leases have a 3 to 8-year term with a renewal option upon the expiration of the
lease, the wholesale warehouse lease has a 10-year term with a renewal option upon the expiration of the lease. The Company has historically been able to
renew a majority of its drugstores leases. Under the terms of the lease agreements, the Company has no legal or contractual asset retirement obligations at the
end of the lease. Land leased from the government is amortized on a straight-line basis over a 30-year term.
Foreign currency translation
The Company uses the United States dollar (“U.S. dollars” or “USD”) for financial reporting purposes. The Company’s subsidiaries and VIEs maintain their
books and records in their functional currency the Renminbi (“RMB”), the currency of the PRC.
In general, for consolidation purposes, the Company translates the assets and liabilities of its subsidiaries and VIEs into U.S. dollars using the applicable
exchange rates prevailing at the balance sheet date, and the statements of income and cash flows are translated at average exchange rates during the reporting
period. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding
balances on the balance sheet. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the financial statements of the
subsidiaries and VIEs are recorded as accumulated other comprehensive income.
The balance sheet amounts, with the exception of equity, at March 31, 2013 and 2012 were translated at 1 RMB to $0.1594 USD and at 1 RMB to $0.1581
USD, respectively. The average translation rates applied to income and cash flow statement amounts for the years ended March 31, 2013 and 2012 were at 1
RMB to $0.1586 USD and at 1 RMB to $0.1561 USD, respectively.
Concentrations and credit risk
Certain financial instruments, which subject the Company to concentration of credit risk, consist of cash and restricted cash, accounts receivable, advance to
suppliers, accounts payable and other liabilities. The Company has cash balances at financial institutions located in Hong Kong and PRC. Balances at financial
institutions in Hong Kong may, from time to time, exceed Hong Kong Deposit Protection Board’s insured limits. Balances at financial institutions and state-
owned banks within the PRC are not covered by insurance. As of March 31, 2013 and 2012, the Company had deposits totaling $6,230,011 and $6,268,508 that
were not covered by insurance, respectively. To date, the Company has not experienced any losses in such accounts.
For the fiscal year ended March 31, 2013, one vendor accounted for more than 10% of the Company’s total purchases and 33% of advances to suppliers. For
the fiscal year ended March 31, 2012, two vendors collectively accounted for 26% of the Company’s total purchases and 20% of total advances to suppliers.
For the fiscal year ended March 31, 2013, one customer accounted for 11% of the Company’s total sales and two customers collectively accounted for more
than 30% of total accounts receivable. For the fiscal year ended March 31, 2012, no customer accounted for 10% or more of the Company’s total sales while
two customers collectively accounted for 35% of total accounts receivable.
Non-controlling interest
As of March 31, 2013, 1% of the equity interest in Shanghai Zhongxing was owned by Shanghai Bieyanghong Grand Pharmacy Co., Ltd., and not under the
Company's control.
Reclassification
Certain prior period amounts have been reclassified to conform to the current period presentation. Such reclassifications had no effect on net income or cash
flows as previously reported.
F-13
NOTE 4 – TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable consisted of the following:
Accounts receivable
Less: allowance for doubtful accounts
Trade accounts receivable, net
March 31,
2013
18,007,051 $
(5,028,243)
12,978,808 $
March 31,
2012
16,817,801
(301,130)
16,516,671
$
$
For the years ended March 31, 2013 and 2012, $846,094 and $471,334 in accounts receivable were directly written off, respectively.
Note 5 – OTHER CURRENT ASSETS
Other current assets consisted of the following:
Prepaid rental expenses
Lease rights transfer fees, current portion (1)
Prepaids and other current assets
Total
March 31,
2013
$
$
647,489 $
247,789
326,221
1,221,499 $
March 31,
2012
1,994,280
402,735
456,286
2,853,301
(1) Lease rights transfer fees are paid by the Company to secure store rentals in coveted areas. These additional costs of acquiring the right to lease new
store locations are capitalized and amortized over the period of the initial lease term.
Note 6 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
Building
Leasehold improvements
Office equipment and furniture
Motor vehicles
Total
Less: Accumulated depreciation
Construction-in-progress
Property and equipment, net
March 31,
March 31,
2013
1,119,053 $
13,956,605
5,264,996
424,958
20,765,612
(7,476,960)
-
13,288,652 $
2012
1,109,926
11,423,330
4,808,721
420,985
17,762,962
(4,814,490)
2,698,648
15,647,120
$
$
Total depreciation expense for property and equipment was $2,609,717 and $2,032,786 for the years ended March 31, 2013 and 2012, respectively. For the year
ended March 31, 2013, $2,269,288 of leasehold improvements were written off due to drugstore closings, while no leasehold improvement was written off for
the year ended March 31, 2012.
Note 7 – ADVANCES TO SUPPLIERS
Advances to suppliers consist of deposits with or advances to outside vendors for future inventory purchases. Most of the Company’s vendors require a certain
amount of money to be deposited with them as a guarantee that the Company will receive purchases on a timely basis. This amount is refundable and bears no
interest. As of March 31, 2013 and 2012,advance to suppliers consist of the following:
Advance to suppliers
Less: allowance for doubtful accounts
Advance to suppliers, net
Note 8 – LONG TERM DEPOSITS, LANDLORDS
March 31,
2013
19,119,231 $
(3,596,197)
15,523,034 $
March 31,
2012
15,376,970
(1,029,413)
14,347,557
$
$
Long term deposits are money deposited with or advanced to landlords for securing retail store leases for which the Company does not anticipate applying or
being returned within the next twelve months. Most of the Company’s landlords require a minimum of six months’ rent being paid upfront plus additional
deposits.
F-14
Note 9 – OTHER NONCURRENT ASSETS
Other noncurrent assets consisted of the following:
Prepayment for lease of land use right – noncurrent (1)
Lease rights transfer fees-noncurrent (2)
Total
March 31,
March 31,
2013
5,419,600 $
11,726
5,431,326 $
2012
5,533,500
243,167
5,776,667
$
$
(1) This is a payment made to a local government in connection with entering into a 30-year operating land lease agreement.
(2) Lease rights transfer fees are paid by the Company to secure store rentals in coveted areas. These additional costs of acquiring the right to lease new
store locations are capitalized and amortized over the period of the initial lease term.
Note 10 – INTANGIBLE ASSETS
Net intangible assets consisted of the following at:
Goodwill on acquisition of Jiuxin Medicine
Goodwill on acquisition of Shanghai Zhongxing
Licenses and permits
Software
Total goodwill and other intangible assets
Less: accumulated amortization
Intangible assets, net
March 31,
2013
$
$
- $
-
1,104,801
466,071
1,570,872
(368,614)
1,202,258 $
March 31,
2012
1,401,451
69,549
1,095,792
461,820
3,028,612
(211,667)
2,816,945
Amortization expense of intangibles for the years ended March 31, 2013 and 2012 amounted to $154,427 and $151,993, respectively.
During the year ended March 31, 2013, the Company impaired goodwill that was previously recognized in the acquisitions of Jiuxin Medicine and Shanghai
Zhongxing. The impairment to goodwill was made after the Company estimated the fair values of such acquired businesses and determined that each of their
implied fair value of goodwill was lower than the carrying value of goodwill. The following table presents the recognition and impairment of the goodwill.
Goodwill at the beginning of period
Acquisition of Jiuxin Medicine
Acquisition of Shanghai Zhongxing
Goodwill impairment
Exchange adjustment
Goodwill at the end of period
F-15
For the year
ended
March 31,
2013
1,471,000
-
-
$
(1,473,606)
2,606
$
-
$
$
For the year
ended
March 31,
2012
-
1,401,451
69,549
-
-
1,471,000
Note 11 – TAXES
Income tax
The Company is subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.
Entity
Jo-Jo Drugstores
Renovation
All other entities
Income Tax Jurisdiction
United States
Hong Kong
PRC
Jo-Jo Drugstores is incorporated in the U.S. and has incurred a net operating loss for income tax purposes for 2013 and 2012. As of March 31, 2013, the
estimated net operating loss carry forwards for U.S. income tax purposes amounted to approximately $1,373,000 which may be available to reduce future years’
taxable income. These carry forwards will expire, if not utilized by 2031. Management believes that the realization of the benefits arising from this loss appears
to be uncertain due to the Company’s limited operating history and continuing losses for U.S. income tax purposes. Accordingly, the Company has provided a
100% deferred tax asset valuation allowance at March 31, 2013 and no deferred tax asset benefit has been recorded. The valuation allowance at March 31,
2013 was $467,000. The net change in the valuation allowance was an increase of $56,000. The Company’s management reviews this valuation allowance
periodically and makes adjustments as necessary.
Significant components of the income tax provision were as follows for the year ended March 31, 2013 and 2012:
Current tax provision
Federal
State
Foreign
Deferred tax provision
Federal
State
Foreign
Income tax provision (a)
For the years ended March 31,
2013
2012
$
$
$
-
-
58,380
58,380
-
-
295,422
295,422
353,802
$
$
$
-
-
2,939,131
2,939,131
-
-
(290,766)
(290,766)
2,648,365
(a) The current income tax provision for the year ended March 31, 2013, represents prepaid tax expenses incurred by the Company which were not
refundable.
Income from continuing operations before income taxes were allocated between the United States and foreign components for the year ended March 31, 2013
and 2012 as follows:
United States
Foreign
F-16
For the years ended March 31,
2013
$
$
(303,442) $
(13,677,281)
(13,980,723) $
2012
(490,726)
11,279,570
10,788,844
The Company files U.S. federal and state income tax returns. With few exceptions, the Company was subject to the U.S. federal and state income tax
examinations by tax authorities for years on or after 2007.
The Company’s subsidiaries and VIEs in China file income tax returns with both the state and local tax bureaus in the PRC. Such income tax returns are
subject to examinations by these foreign tax authorities and have passed all examinations since each subsidiary’s and VIE’s inception date.
The following table reconciles the U.S. statutory tax rates with the Company's effective tax rate for the years ended March 31, 2013 and 2012:
U.S. Statutory rates
Foreign income not recognized in the U.S.
China income taxes
Change in valuation allowance (a)
Others (b)
Effective tax rate
2013
2012
34.0%
(34.0)
25.0
(22.4)
(0.1)
2.5%
34.0%
(34.0)
25.0
-
(0.5)
24.5%
(a)
The Company incurred operating loss in its fiscal year 2013.
(b)
The (0.1)% for the year ended March 31, 2013 and the (0.5)% for the year ended March 31, 2012 represent the combined effect of expenses
incurred by the Company that were not deductible for PRC income tax and PRC income tax exemptions.
The Company’s subsidiaries and VIEs in China recognized deferred tax asset in the amount of $0 and $ 294,490 at March 31, 2013 and 2012, respectively. The
temporary differences and carryforwards gave rise to the following deferred tax asset at March 31, 2013 and 2012:
Current deferred tax assets:
Allowance for doubtful accounts
Payroll accrual
Valuation allowance
Total current deferred tax assets
Long-term deferred tax assets:
Goodwill impairment
Depreciation and amortization
Net operating loss carryforward
Valuation allowance
Total current deferred tax assets
Total
March 31,
March 31,
2013
2012
$ 1,911,450 $
62,346
(1,973,796)
- $
$
$ 370,774 $
261,960
47,418
(680,152)
- $
$
166,049
28,817
-
194,866
-
99,624
-
-
99,624
$
- $
294,490
Management believe that the realization of the benefits arising from these temporary differences and carryforwards appears to be uncertain due to the
Company’s significant operating loss in 2013, the Company has made a full valuation allowance against its net deferred tax assets at March 31,
2013. Management reviews this valuation allowance periodically and makes adjustments as necessary. Future reversal of the valuation allowance will be
recognized either when the benefit is realized or when it has been determined that it is more likely than not that the benefit will be realized through future
earnings.
F-17
Value added tax
VAT on sales and on purchases amounted to $19,189,325 and $18,441,552 for the year ended March 31, 2013, and $17,778,942 and $14,285,240 for the year
ended March 31, 2012, respectively.
Sales and purchases are recorded net of VAT collected and paid as the Company acts as an agent for the government. VAT taxes are not impacted by the
income tax holiday.
Taxes payable at March 31, 2013 and 2012 consisted of the following:
VAT
Income tax
Others
Total taxes payable
Note 12 – POSTRETIREMENT BENEFITS
March 31,
March 31,
2013
2012
$
$
334,833 $
7,628
29,172
371,633 $
435,390
7,240
26,976
469,606
Regulations in the PRC require the Company to contribute to a defined contribution retirement plan for all permanent employees. The contribution for each
employee is based on a percentage of the employee’s current compensation as required by the local government. The Company contributed $634,453 and
$540,226 in employment benefits and pension for the years ended March 31, 2013 and 2012, respectively.
Note 13 – RELATED PARTY TRANSACTIONS AND ARRANGEMENTS
Amounts payable to related parties are summarized as follows:
Due to cofounders (1):
Due to director (2):
Total
March 31,
March 31,
2013
576,818 $
647,599
1,224,417 $
2012
880,058
578,383
1,458,441
$
$
(1) As of March 31, 2013 and 2012, amount due to cofounders represents loans from the Owners to Jiuxin Management to enable Jiuxin Management to
meet its approved PRC registered capital requirements.
(2) Mr. Lei Liu personally lent U.S. dollars to the Company to facilitate its payments of expenses in the United States.
As of March 31, 2013 and 2012, notes payable totaling $7,186,453 and $4,208,928 were secured by the personal properties of certain of the Company’s
shareholders, respectively.
The Company leases from Mr. Lei Liu a retail space which expires in August 2014, and its corporate office which expires in December 2013. Rent expense
amounted to $163,851 and $187,320 for the years ended March 31, 2013 and 2012, respectively. $0 and $187,320 was paid to Mr. Liu for the years ended
March 31, 2013 and 2012, respectively.
F-18
Note 14 – PURCHASE OPTION DERIVATIVE LIABILITY
In connection with the public offering of the Company’s common stock that closed on April 28, 2010, the Company issued to its underwriters, Madison Williams
and Company and Rodman & Renshaw, LLC, an option for $100 to purchase up to a total of 105,000 shares of common stock (3% of the shares sold in the
public offering) at $6.25 per share (125% of the price of the shares sold in the public offering). The option is exercisable from October 23, 2010 to April 22,
2015.
The Company is treating the common shares underlying the option as a derivative liability because the strike price of the option is denominated in U.S. dollars, a
currency other than the Company’s functional currency, the Chinese RMB. As a result, the option is not considered indexed to the Company’s own stock, and
as such, all future changes in the fair value of the option are recognized currently in earnings until such time as the option is exercised or expired.
On April 22, 2010, the issue date of the option, the Company classified the fair value of this option as a liability resulting in a decrease of additional paid-in capital
of $402,451 and the establishment of a $402,451 in liability to recognize the option’s fair value. The Company recognized a gain of $18,810 from the change in
fair value of the option liability for year ended March 31, 2013.
This option does not trade in an active securities market, and as such, the Company estimates its fair value using the Black-Scholes Option Pricing Model (the
“Black-Scholes Model”) on the date that the option was originally issued and as of March 31, 2013 using the following assumptions:
Stock price
Exercise price
Annual dividend yield
Expected term (years)
Risk-free interest rate
Expected volatility
March 31,
2013 (1)
$
$
1.07
6.25
0%
2.05
0.25%
97.07%
(1) As of March 31, 2013, the option to purchase 105,000 shares of common stock had not been exercised.
Expected volatility is based on historical volatility. Historical volatility is computed using daily pricing observations for recent periods that correspond to the term
of the option. The Company believes this method produces an estimate that is representative of future volatility over the expected term of this option. The
expected life is based on the remaining term of the option. The risk-free interest rate is based on U.S. Treasury securities according to the remaining term of
the option.
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Depending on the
product and the terms of the transaction, the fair values of option liability are modeled using a series of techniques, including closed-form analytic formula such
as the Black-Scholes Model, which does not entail material subjectivity because the methodology employed does not necessitate significant judgment, and the
pricing inputs are observed from actively quoted markets.
The fair value of the 105,000 shares underlying the option outstanding as of March 31, 2013 was determined using the Black-Scholes Model, with certain inputs
significant to the valuation methodology as level 2 inputs, and the Company recorded the change in fair value in earnings. As a result, the option liability is
carried on the consolidated balance sheets at fair value.
Note 15 – STOCKHOLDERS’ EQUITY
Common stock
On April 9, 2010, the Company affected a 1-for-2 reverse split of its issued and outstanding shares of common stock and a proportional reduction of its
authorized shares of common stock. All share and per share amounts used in the Company’s consolidated financial statements and accompanying notes have
been retroactively restated to reflect the 1-for-2 reverse stock split.
On April 28, 2010, the Company closed a public offering of 3.5 million shares of common stock at $5.00 per share with gross proceeds of approximately $17.5
million.
F-19
Stock-based compensation
On March 15, 2011, the Company agreed to issue 11,268 shares of restricted common stock to Mr. Marc Serrio, a non-executive director, for his annual
service. The terms of the service agreement was continued on March 15, 2012, and 33,058 shares of restricted common stock were issued accordingly. Mr.
Serrio resigned from the Company’s board of directors on November 30, 2012. The trading value of the Company’s common stock on March 15, 2012 and 2011
was $1.21 and $3.55, respectively. Accordingly, $22,099 and $40,000 were charged to general and administrative expense year ended March 31, 2013 and 2012,
respectively.
On August 1, 2011, the Company appointed Mr. Ming Zhao as its chief financial officer, and in connection therewith, entered into an agreement pursuant to
which the Company agreed to issue him 40,000 shares of restricted common stock under the Company’s stock incentive plan (the “Plan”), to be vested in eight
equal quarterly installments over two years. Mr. Zhao agreed to waive the remaining shares awards from November 1, 2012. The trading values of the
Company’s common stock on May 1, 2010 and August 1, 2011 were $4.80 and $1.70, respectively. Accordingly, $19,864 and $25,036 was charged to general
and administrative expense for the years ended December 31, 2013 and 2012.
On August 1, 2011, the Company entered into an agreement pursuant to which the Company agreed to issue 4,613 shares of restricted common stock under the
Plan in connection with Mr. Bennet P. Tchaikovsky’s services as chief financial officer from April 28, 2011 to August 1, 2011. On August 1, 2011, the
Company appointed Mr. Tchaikovsky to its board of directors, and in connection therewith, entered into an agreement pursuant to which the Company agreed to
issue to Mr. Tchaikovsky 5,883 shares of its restricted common stock under the Plan. The trading values of the Company’s common stock on May 14, 2010,
April 28, 2011, and August 1, 2011 were $4.66, $2.71, and $1.70, respectively. Accordingly, $3,344 was charged to general and administrative expense for the
year ended March 31, 2013. Mr. Tchaikovsky resigned from the Company’s board of directors on January 1, 2013.
The Company agreed to issue 2,340 shares of common stock every six month to its legal counsel as partial payment for legal services. On November 1, 2011
and May 1, 2012, the Company agreed to issue additional 2,340 shares of common stock to its legal counsel as partial payment for two consecutive six months
of legal services. The terms of the service agreement was continued on November 1, 2012, with 2,340 shares of restricted common stock to be issued
accordingly. The trading value of the Company’s common stock on November 1, 2011, May 1, 2012, and November 1, 2012 was $1.66, $1.07 and $0.72,
respectively. $4,546 was recorded as service compensation expense for the year ended March 31, 2013.
On January 16, 2012, the Company granted a total of 297,000 shares of restricted common stock under the Plan to a group of 46 employees. These restricted
shares will vest on January 16, 2015, provided that the employees are still employed by the Company on such date. $78,235 and $30,578 was charged to general
and administrative expense and selling expense for the year ended March 31, 2013, respectively. $15,988 and $6,541 were charged to general and administrative
expense and selling expense respectively for the year ended March 31, 2012.
F-20
Statutory reserve
Statutory reserves represent restricted retained earnings. Based on their legal formation, the Company is required to set aside 10% of the net income of each
VIE and subsidiary in the PRC as reported in its statutory account on an annual basis to the Statutory Surplus Reserve Fund (the “Reserve Fund”). Once the
total amount set aside in the Reserve Fund reaches 50% of the entity’s registered capital, further appropriations become discretionary. The Reserve Fund can
be used to increase the entity’s registered capital upon approval by relevant government authorities or eliminate its future losses under PRC GAAP upon a
resolution by its board of directors. The Reserve Fund is not distributable to shareholders, as cash dividend or otherwise, except in the event of liquidation.
Appropriations to the Reserve Fund are accounted for as a transfer from unrestricted earnings to statutory reserves. During the years ended March 31, 2013
and 2012, the Company did not make appropriations to the statutory reserves.
There are no legal requirements in the PRC to fund the Reserve Fund by transfer of cash to any restricted accounts, and the Company does not do so.
Note 16 – EARNINGS PER SHARE
The Company reports earnings per share in accordance with the provisions of the FASB’s related accounting standard. This standard requires presentation of
basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share
excludes dilution, but includes vested restricted stocks and is computed by dividing income available to common stockholders by the weighted average common
shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue
common stock were exercised and converted into common stock.
F-21
The following is a reconciliation of the basic and diluted earnings per share computation:
Net (loss) income attributable to controlling interest
Weighted average shares used in basic computation
Diluted effect of restricted shares
Weighted average shares used in diluted computation
Earnings per share – Basic:
Net (loss) income before noncontrolling interest
Add: Net (loss) attributable to noncontrolling interest
Net (loss) income attributable to controlling interest
Earnings per share – Diluted:
Net (loss) income before noncontrolling interest
Add: Net (loss) attributable to noncontrolling interest
Net (loss) income attributable to controlling interest
Years ended
March 31,
2013
(14,333,731) $
13,580,731
-
13,580,731
2012
8,141,626
13,568,481
1,514
13,569,995
(1.06) $
(0.00) $
(1.06) $
(1.06) $
(0.00) $
(1.06) $
0.60
(0.00)
0.60
0.60
(0.00)
0.60
$
$
$
$
$
$
$
For the year ended March 31, 2013 and 2012, 105,000 shares underlying outstanding purchase options were excluded from the calculation of diluted earnings per
share as the options were anti-dilutive.
Note 17 – SEGMENTS
The Company operates within three main reportable segments: retail drugstores, drug wholesale and herbs farming. The retail drugstores segment sells
prescription and OTC medicines, TCM, dietary supplement, medical devices, and sundry items to retail customers. The drug wholesale segment supplies the
retail drugstores and sells prescription and OTC medicines, TCM, dietary supplement, medical devices and sundry items in batch to other drug vendors and
hospitals. The Company’s herbs farming segment cultivates selected herbs for sale to other drug vendors. The Company is also involved in online sales and
clinic services that do not meet the quantitative thresholds for reportable segments and are included in the retail drugstores segment.
The Company evaluates performance based on profit or loss from operations before interest and income taxes not including nonrecurring gains and losses.
The Company's reportable business segments are strategic business units that offer different products and services. Each segment is managed separately
because they require different operation and markets to distinct classes of customers.
The following table presents summarized information by segment of the continuing operation for the year ended March 31, 2013:
Revenue
Cost of goods
Gross profit
Selling expenses
General and administrative expenses
Goodwill impairment loss
Income from operations
Depreciation and amortization
Total capital expenditures
Retail
drugstores
40,726,080 $
$
30,791,464 $
$
9,934,616 $
$
11,666,876 $
$
6,584,185 $
$
69,673 $
$
$
(8,386,118) $
$ 2,469,723 $
406,824 $
$
Drug
wholesale
Herb
farming (a)
Total
46,235,086 $
43,846,081 $
2,389,005 $
550,108 $
8,022,317 $
1,403,933 $
(7,587,353) $
55,980 $
8,328 $
2,534,380 $ 89,495,546
223,008 $ 74,860,553
14,634,993
2,311,372 $
12,216,984
- $
393,862 $ 15,000,364
- $
1,473,606
(14,055,961)
1,917,510 $
2,764,144
238,441 $
415,152
- $
(a) Due to the nature of herb farming, harvested herbs were sold to a local vendor, with no promotional activities conducted or selling expenses incurred.
The following table presents summarized information by segment of the continuing operation for the year ended March 31, 2012:
Revenue
Cost of goods
Gross profit
Selling expenses
General and administrative expenses
Income from operations
Depreciation and amortization
Total capital expenditures
Retail
drugstores
Drug
wholesale
Herb
farming
66,074,348 $
44,289,323 $
21,785,025 $
8,417,445 $
5,391,659 $
7,975,921 $
2,057,166 $
4,782,988 $
24,060,963 $
22,283,976 $
1,776,987 $
80,795 $
3,005,576 $
(1,309,384) $
126,341 $
132,253 $
4,217,574 $
216,785 $
4,000,789 $
- $
185,154 $
3,815,635 $
157,358 $
- $
Total
94, 352,885
66,790,084
27,562,801
8,498,240
8,582,389
10,482,172
2,340,865
4,915,241
$
$
$
$
$
$
$
$
F-22
The Company does not have long-lived assets located outside the PRC. In accordance with the enterprise-wide disclosure requirements of FASB’s accounting
standard, the Company's net revenue from external customers through its retail stores by main product categories for the years ended March 31, 2013 and 2012
is as follows:
Prescription drugs
OTC drugs
Nutritional supplements
TCM
Sundry products
Medical devices
Total
Years ended
March 31,
2013
16,489,103
14,032,854
4,263,849
3,679,689
1,101,934
1,158,651
40,726,080
$
$
$
$
2012
28,424,237
19,487,835
7,060,574
8,738,394
1,039,234
1,324,074
66,074,348
The Company’s net revenue from external customers through wholesale by main product categories for the years ended March 31, 2013 and 2012 is as follows:
Prescription drugs
OTC drugs
Nutritional supplements
TCM
Sundry products
Medical devices
Total
F-23
Years ended
March 31,
2013
27,156,460
9,049,439
8,455,686
215,505
1,268,723
89,273
46,235,086
$
$
$
$
2012
14,262,802
5,917,032
3,074,101
4,923,672
36,510
64,420
28,278,537
The Company’s net revenue from external customers through Chinese herbs farming by main products is as follows:
Prescription drugs
OTC drugs
Nutritional supplements
TCM
Sundry products
Medical devices
Total
Note 18 – COMMITMENTS AND CONTINGENCIES
Operating lease commitments
Years ended
March 31,
2013
- $
-
-
2,534,380
-
-
2,534,380 $
2012
-
-
-
4,481,274
-
-
4,481,274
$
$
The Company recognizes lease expense on a straight line basis over the term of its leases in accordance with the relevant accounting standards. The Company
has entered into various tenancy agreements for its store premises and for the land leased from a local government to farm herbs.
The Company’s commitments for minimum rental payments under its leases for the next five years and thereafter are as follows:
Years ending March 31,
2014
2015
2016
2017
2018
Thereafter
Retail
drugstores
Drug
wholesale
Herb
farming
Total
amount
$
3,078,343 $
1,346,835
259,358
214,565
66,853
20,920
222,955 $
251,881
277,588
283,253
283,253
481,398
- $
-
-
-
-
-
3,301,298
1,598,716
536,946
497,818
350,106
502,318
Total rent expense amounted to $4,861,835 and $4,351,671 for years ended March 31, 2013 and 2012, respectively.
Note 19 – Subsequent Events
Since May, 2013, the Company has been applying to open a branch clinic of Jiuzhou Service in Xiasha, a sub-district of Hangzhou. The Company also plans to
relocate a Jiuzhou Grand Pharmacy store from Gongcheng to a location adjacent to the new branch clinic. No significant investment is required in connection
therewith. As of the report date, the application has not been approved but is expected to be approved in the near future.
F-24
List of Subsidiaries
Exhibit 21
1. Renovation Investment (Hong Kong) Co., Ltd. (“Renovation”) is a Hong Kong company and is wholly-owned by the Company.
2. Hangzhou Jiutong Medical Technology Co., Ltd. is a Chinese company and is wholly-owned by Renovation.
3. Zhejiang Shouantang Pharmaceutical Technology Co., Ltd. (“Shouantang Technology”) is a Chinese company and is wholly-owned by Renovation.
4. Zhejiang Jiuxin Investment Management Co., Ltd. (“Jiuxin Management”) is a Chinese company and is wholly-owned by Renovation.
5. Zhejiang Quannuo Internet Technology Co., Ltd. (“Quannuo Technology”) is a Chinese company and is wholly-owned by Shouantang Technology.
6. Hangzhou Quannuo Grand Pharmacy Co., Ltd. is a Chinese company and is wholly-owned by Quannuo Technology.
7. Hangzhou Jiuxin Qianhong Agriculture Development Co., Ltd. is a Chinese company and is wholly-owned by Jiuxin Management.
8. Hangzhou Jiuzhou Grand Pharmacy Chain Co., Ltd. (“Jiuzhou Pharmacy”) is a Chinese company controlled by Jiuxin Management through contractual
arrangements.
9. Hangzhou Jiuzhou Clinic of Integrated Traditional and Western Medicine (General Partnership) is a Chinese partnership controlled by Jiuxin Management
through contractual arrangements.
10. Hangzhou Jiuzhou Medical & Public Health Service Co., Ltd. is a Chinese company controlled by Jiuxin Management through contractual arrangements.
11. Shanghai Lydia Grand Pharmacy Co., Ltd. (“Shanghai Lydia”) is a Chinese company and is wholly-owned by Jiuzhou Pharmacy.
12. Zhejiang Jiuxin Medicine Co., Ltd. is a Chinese company and is wholly-owned by Jiuzhou Pharmacy.
13. Shanghai Lydia Zhongxing Grand Pharmacy Co., Ltd. is a Chinese company and is 99% owned by Shanghai Lydia.
14. Shanghai Lydia Trading Co., Ltd. is a Chinese company and is wholly-owned by Shanghai Lydia.
15. Shanghai Lydia Zhenguang Grand Pharmacy Co., Ltd. is a Chinese company and is wholly-owned by Shanghai Lydia.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-171849) of China Jo-Jo Drugstores, Inc. and
subsidiaries of our report dated July 1, 2013 relating to the consolidated financial statements, which appear in this Form 10-K.
Exhibit 23
/s/ Friedman LLP
New York, New York
July 1, 2013
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
I, Lei Liu, certify that:
I have reviewed this annual report on Form 10-K of China Jo-Jo Drugstores, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
we have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
Date: July 1, 2013
/s/ Lei Liu
Lei Liu
Chief Executive Officer
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 31.2
I, Ming Zhao, certify that:
I have reviewed this annual report on Form 10-K of China Jo-Jo Drugstores, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
we have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal
control over financial reporting; and
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial
reporting.
Date: July 1, 2013
/s/ Ming Zhao
Ming Zhao
Chief Financial Officer
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of China Jo-Jo Drugstores, Inc. (the “Company”) on Form 10-K for the year ending March 31, 2013 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Lei Liu, Chief Executive Officer of the Company, hereby certify as of the date
hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company at the dates
and for the periods indicated.
/s/ Lei Liu
Lei Liu
Chief Executive Officer
July 1, 2013
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of China Jo-Jo Drugstores, Inc. (the “Company”) on Form 10-K for the year ending March 31, 2013 as filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Ming Zhao, Chief Financial Officer of the Company, hereby certify as of the date
hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company at the dates
and for the periods indicated.
/s/ Ming Zhao
Ming Zhao
Chief Financial Officer
July 1, 2013
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.