UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2015
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)
1st Floor, Yuzheng Plaza, No. 76,
Yuhuangshan Road Hangzhou, Zhejiang Province
People’s Republic of China
(Address of principal executive offices)
98-0557852
(I.R.S. Employer
Identification Number)
310002
(Zip Code)
Registrant’s telephone number, including area code +86 (571) 88077078
Securities registered pursuant to Section 12(b) of the Act:
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: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
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 ☐ No ☒
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 ☒ No ☐
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 ☒ No ☐
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 ☐ No ☒
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 ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
As of September 30, 2014, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $17 million, based on a
closing price of $1.94 per share of common stock as reported on the NASDAQ Stock Market on such date.
As of June 11, 2015, the registrant had 15,650,504 shares of common stock outstanding.
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.
PART IV.
Item 15.
Signatures.
TABLE OF CONTENTS
TO ANNUAL REPORT ON FORM 10-K
FOR YEAR ENDED MARCH 31, 2015
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 Conditions 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.
Exhibits and Financial Statement Schedules.
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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 (the “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.
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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 fifty nine (59) store locations under the store brand “Jiuzhou
Grand Pharmacy” in Hangzhou.
We currently operate in four business segments in China: (1) retail drugstores, (2) online pharmacy, (3) wholesale business selling products similar to
those we carry in our pharmacies, and (4) farming and selling herbs used for traditional Chinese medicine (“TCM”).
Our stores provide customers with a wide variety of pharmaceutical products, including prescription and over-the-counter (“OTC”) drugs, nutritional
supplements, 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 on site for consultation, examination and treatment of common ailments at
scheduled hours. Three (3) stores have adjacent medical clinics offering urgent cares (to provide treatment for minor ailments such as sprains, minor
lacerations, and dizziness that can be treated on an outpatient basis), TCM (including acupuncture, therapeutic massage, and cupping) and minor outpatient
surgical treatments (such as suturing). Our stores vary in size, but presently average approximately 210 square meters. We attempt to tailor each store’s
product offerings, physician access, and operating hours to suit the community where the store is located.
We operate our pharmacies (including the medical clinics) through the following companies in China that we control through contractual arrangements:
●
●
●
Hangzhou Jiuzhou Grand Pharmacy Chain Co., Ltd. (“Jiuzhou Pharmacy”), which we control contractually, operates our “Jiuzhou Grand
Pharmacy” stores;
Hangzhou Jiuzhou Clinic of Integrated Traditional and Western Medicine (General Partnership) (“Jiuzhou Clinic”), which we control
contractually, operates one (1) of our two (2) medical clinics; and
Hangzhou Jiuzhou Medical & Public Health Service Co., Ltd. (“Jiuzhou Service”), which we control contractually, operates our other medical
clinics.
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, 2015, retail revenue, including pharmacies, medical clinics accounted for
approximately63.5% of our total revenue, while online pharmacy revenue accounted for 19.4% of our total revenue.
Since August 2011, we have operated a wholesale business through Zhejiang Jiuxin Medicine Co., Ltd. (“Jiuxin Medicine”), distributing third-party
pharmaceutical products (similar to those carried by our pharmacies) primarily to trading companies throughout China. Jiuxin Medicine is wholly owned by
Jiuzhou Pharmacy. For the fiscal year March 31, 2015, wholesale revenue accounted for approximately 17.1% 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. During the fiscal year ended March 31, 2015, we generated no
revenue from our herb farming business.
4
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 per
share. The preferred stock is “blank check,” and our Board of Directors has the right to set its designations, preferences, limitations, privileges, qualifications,
dividend, conversion, voting, and other special or relative rights.
On September 17, 2009, we acquired control of Renovation Investment (Hong Kong) Co., Ltd., a limited liability company incorporated in Hong Kong
on September 2, 2008 (“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 implemented 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 3,500,000 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 $17,500,000.
Renovation
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 (“SAFE”). SAFE issued the Notice on Relevant Issues Concerning Foreign Exchange Administration for
Financing and Round-Trip Investment Undertaken by Domestic Residents Through Overseas Special-Purpose Vehicles (“Circular No. 75”) on October
21, 2005. To further clarify the implementation of Circular 75, on May 31, 2007, SAFE issued a supplementary official notice known as Hi ZhongFa [2007]
No. 106 (“Circular 106”). Circular 75 and Circular 106 require the owners of any Chinese company to obtain 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 SAFE on July 25, 2008. On August 16, 2008, SAFE approved the applications, permitting these Chinese nationals to establish Renovation as
an offshore, special purpose vehicle which was permitted to have foreign ownership and participate in foreign capital raising activities. After SAFE’s approval,
the owners of HJ Group became holders of one hundred percent (100%) of Renovation’s issued and outstanding capital stock on September 2, 2008. See
“Relevant PRC Regulations - SAFE Registration” below.
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Jiuxin Management
Zhejiang Jiuxin Investment Management Co., Ltd. (“Jiuxin Management”) was organized in the PRC on October 14, 2008. Since 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 (3) key personnel, Mr. Lei Liu, Mr. Chong’an Jin, and Ms. Li Qi
(the “Key Personnel”), organized Zhejiang Jiuying Grand Pharmacy Co., Ltd. (“Jiuying Pharmacy”), with forty nine percent (49%) of its equity interests held
by Jiuxin Management and Shouantang Technology, and the remaining fifty one percent (51%) held by the Key Personnel. In May 2012, the Key Personnel
gave control of their fifty one percent (51%) ownership to Jiuxin Management through contractual arrangements, thereby giving us one hundred percent
(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
Hangzhou Jiutong Medical Technology Co., Ltd. (“Jiutong Medical”) was organized in the PRC on December 20, 2011. Like Jiuxin Management,
Jiutong Medical is also deemed a WFOE because it is wholly owned by Renovation. In November 2013, Jiutong Medical acquired the right to use of a piece of
land, on which we plan to establish a herb processing plant in the future. As of March 31, 2015, we have not started constructing the plant.
Shouantang Technology
Shouantang Technology was organized in the PRC on July 16, 2010. Like Jiuxin Management and Jiutong Medical, it is also deemed a WFOE because
it is wholly owned by Renovation.
In November 2010, Shouantang Technology acquired one hundred percent (100%) of Quannuo Technology and its wholly-owned subsidiary,
Hangzhou Quannuo Grand Pharmacy Co., Ltd. (“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 operations and has terminated its
SAIClicnesein April 2015.
On August 1, 2012, Shouantang Technology dissolved TongluLydia Agriculture Development Co., Ltd. (“TongluLydia”), a wholly-owned subsidiary
organized on June 24, 2011. Prior to its dissolution, TongluLydia did not have any operations.
On October 11, 2014, the Company, through Shouantang Technology, formed Shouantang Bio-technology Co., Ltd. (“Shouantang Bio”) by contributing
$0.16 million (RMB1 million) as its register capital. ShouantangBio is formed to sell nutritional supplements under its own brand name, Shouantang.
Qianhong Agriculture
Qianhong Agriculture was organized in the PRC on August 10, 2010and is now carrying out our herb farming business. As of March 31, 2015,we
have not harvested or sold any herbs.
Shouantang Health
Hangzhou Shouantang Health Management Co. Ltd. (“Shouantang Health”) was organized in the PRC on December 18, 2013.In April, 2015,
Shouantang Health has been closed.
Sanhao Pharmacy
On October 9, 2014, the Company, through Jiuzhou Pharmacy, acquired Sanhao Grand Pharmacy Chain Co., Ltd. (“Sanhao Pharmacy”), a local
drugstore chain located in Hangzhou, for $1.56 million (RMB9.6 million).In January 2015, eight stores of Sanhao Pharmacy with the qualification of Social
Health Insurance ("SHI"), have been relocated to major resident areas with significant store improvements. The eight stores are now operating under the brand
name “Jiuzhou Pharmacy”. Two stores without SHI license have been closed as of March 31, 2015. One store without SHI license is applying for closing with
the local government. Sanhao Pharmacy will be terminated after all of its stores are closed.
HJ Group
Jiuzhou Pharmacy is a PRC limited liability company established on September 9, 2003 by the Key Personnel: Mr. Lei Liu (55%), Mr. Chong’an Jin
(23%) and Ms. Li Qi (22%). Hangzhou Kuaileren Grand Pharmacy Co., Ltd. (“Kuaileren”), originally a subsidiary of Jiuzhou Pharmacy, 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. On July 1,
2014, Mr. Chong’an Jin transferred all of his equity interests he held in Jiuzhou Pharmacy to Mr. Lei Liu and Ms. Li Qi. As a result, Mr. Lei Liu has held 61%
and Ms. Li Qi has held 39% equity interests of Jiuzhou Pharmacy since then.
Jiuzhou Pharmacy currently has one subsidiary. Jiuxin Medicine, which 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.
6
Jiuzhou Clinic is a PRC general partnership established on October 10, 2003 by the Key Personnel: 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.
Jiuzhou Service is a PRC limited liability company established on November 2, 2005 by the Key Personnel: 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. Shouantang Health is a subsidiary of Jiuzhou Service that was established
in December 2013 and was closed in April 2015.
We control HJ Group through contractual arrangements. See “Contractual Arrangements with HJ Group and the Key Personnel” below.
Contractual Arrangements with HJ Group and the Key Personnel
Our relationships with HJ Group and the Key Personnel 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 thirty (30) stores and sells branded pharmaceutical products from different suppliers, a foreign investor may own only up to
forty nine percent (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 interests in Jiuzhou Clinic or Jiuzhou Service, and instead
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 independent business entities not exposed or
subject to the liabilities incurred by any of the other three (3) entities. The contractual arrangements constitute valid and binding obligations of the parties to
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 certain exclusive consulting services agreements (the “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 services fee in RMB to Jiuxin Management that is
equal to its profits for such quarter. This agreement is in effect until and unless 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 any of 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, the Key Personnel must appoint designees of Jiuxin
Management to the boards of directors and senior management of Jiuzhou Pharmacy, Jiuzhou Medical and Jiuzhou Clinic. In addition, each of Jiuzhou
Pharmacy, Jiuzhou Medical and Jiuzhou Clinic agrees to pledge its accounts receivable and all of its assets to Jiuxin Management. Moreover, without the prior
consent of Jiuxin Management, Jiuzhou Pharmacy, Jiuzhou Medical and Jiuzhou Clinic 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 operations 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 certain equity pledge agreements (the “Equity Pledge Agreement”), the Key Personnel 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 Key Personnel 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 Key Personnel 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 Key Personnel to carry out the security provisions of this agreement, and to take any action and execute any instrument that Jiuxin Management may
deem necessary or advisable to accomplish the purposes of this agreement. The Key Personnel 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 Agreement have been fulfilled.
Option Agreement. Pursuant to the option agreement, the Key Personnel 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 Key Personnel irrevocably grant a designee of Jiuxin Management the right to exercise the
voting and other ownership rights of the Key Personnel in Jiuzhou Pharmacy, Jiuzhou Medical and Jiuzhou Clinic, including the rights to (i) attend any meeting
of the Key Personnel (or participate by written consent in lieu of such meeting) in accordance with applicable laws and each company’s incorporating
documents, (ii) sell or transfer all or any of the equity interests of the Key Personnel in these companies, and (iii) appoint and vote for the companies’ directors.
The proxy agreement may be terminated by mutual consent of the parties or upon thirty (30) days’ written notice from Jiuxin Management.
Other than as pursuant to the foregoing 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 as of March 31, 2015:
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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 Type
Subsidiary
VIE
VIE
VIE
Subsidiary
VIE
Subsidiary
Subsidiary
Subsidiary
Subsidiary
Registered Capital
USD 2,600,000
N/A
RMB 5,000,000
RMB 500,000
USD 4,500,000
RMB 10,000,000
RMB 10,000,000
RMB 10,000,000
USD 11,000,000
RMB 1,000,000
Registered Capital Paid
USD 2,600,000
N/A
RMB 5,000,000
RMB 500,000
USD 4,500,000
RMB 10,000,000
RMB 10,000,000
RMB 10,000,000
USD 11,000,000
RMB 1,000,000
Due Date for Unpaid
Registered Capital
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Entity Name
Jiutong Medical
Jiuzhou Clinic
Jiuzhou Pharmacy
Jiuzhou Service
Jiuxin Management
Jiuxin Medicine
Qianhong Agriculture
Quannuo Technology
Shouantang Technology
ShouantangBio
Our Business
Pharmacies
We currently have fifty-nine (59) pharmacies throughout Hangzhou, the provincial capital of Zhejiang. Pharmacy sales accounted for approximately
76.6% of our retail revenue, and 63.5% of our total revenue, for the fiscal year ended March 31, 2015. We offer primarily third-party products at our
pharmacies, including:
●
●
●
●
Approximately 1,270 prescription drugs (270 of which require a physician’s prescription and the rest requires customer personal information
registration only), sales of which accounted for approximately 36.7% of our retail revenue for the fiscal year ended March 31, 2015;
Approximately 1,400 OTC drugs, sales of which accounted for approximately 41.2% of our retail revenue for the fiscal year ended March 31,
2015;
Approximately 450 nutritional supplements, including a variety of healthcare supplements, vitamin, mineral and dietary products, sales of which
accounted for approximately 10.3% of our retail revenue for the fiscal year ended March 31, 2015;
TCM, including drinkable herbal remedies and pre-packaged herbal mixtures for making soup, sales of which accounted for approximately 6.8%
of our retail revenue for the fiscal year ended March 31, 2015;
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●
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 2.1% of our retail revenue for the fiscal year ended March 31, 2015; 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
2.9% of our retail revenue for the fiscal year ended March 31, 2015.
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 (2) to twelve (12) 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 without SHI coverage may take up to one year 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.
All of our fifty-nine (59) drugstores are located in Hangzhou.
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,Wenhua and Xiasha 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).
To ensure quality and personal attention for patients, we employ only licensed doctors and certified nurses and technicians, and patient treatments at
our three (3) clinics follow nationally established clinical practice guidelines from China’s Ministry of Health. We currently have thirty seven (37) physicians
and twenty two (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.
We view our medical services as more consumer-driven than other health care specialties, because consumers requiring the types of medical services
that we provide often seek treatment on their own accord. We have developed our medical services to respond to the public need for convenient access to
medical consultations 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 to medical services, do not have a regular physician, or may lack suitable alternatives. Patient flow is derived from
the physical presence of our drugstores, not from pre-existing doctor-patient relationships or referrals from other healthcare providers.
We generate limited revenue directly from our clinics.
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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. Additionally, we sell products via our own website
www.dada360.com.
Online sales accounted for approximately 23.4% of our retail revenue, and 19.4% of our total revenue, for the fiscal year ended March 31, 2015.
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 599 prescription drugs, the sales of which accounted for approximately 58.9% of our wholesale revenue for the fiscal year ended
March 31, 2015;
● Approximately 655 OTC drugs, the sales of which accounted for approximately 38.5% of our wholesale revenue for the fiscal year ended March
31, 2015;
●
●
●
Approximately 42 nutritional supplements, the sales of which accounted for approximately 0.7% of our wholesale revenue for the fiscal year
ended March 31, 2015;
TCM products, the sales of which accounted for approximately 1.2% of our wholesale revenue for the fiscal year ended March 31, 2015;
Sundry products, the sales of which accounted for approximately 0.6% of our wholesale revenue for the fiscal year ended March 31, 2015; and
● Medical devices, the sales of which accounted for approximately 0.1% of our wholesale revenue for the fiscal year ended March 31, 2015.
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
could qualify to sell directly to hospital-affiliated pharmacies, which we estimate to represent over eighty percent (80%) sales of the pharmacies in China.
However, that strategy has largely proven unprofitable, so we refocused our strategy on profitability starting in the third quarter of fiscal 2014. As local
hospitals had stronger ties with their existing suppliers, during the year ended March 31, 2015, we had not been able to make significant progress. Wholesale
revenue accounted for approximately 17.2% of our total revenue for the fiscal year ended March 31, 2015.
Herb Farming
From 2010 to the third quarter of fiscal 2013, we have been cultivating and harvested ten (10) types of herbs, such as fructusrubi (used in TCM to
promote blood circulation), white atractylodes rhizome (used in TCM to treat physical and mental fatigue), atractylodesmacrocephala (used in TCM to control
sweating), ginkgo seeds (used in TCM to treat asthma), and maidenhair trees used for TCM on approximately forty eight (48) acres of leased land in Lin’an
approximately thirty (30) miles from Hangzhou.
We planted Ginkgo and maidenhair trees during the year ended March 31, 2013; A Ginkgo tree may have a growth period of up to twenty years
before it is mature enough to harvest. Usually, the longer it grows, the more valuable it becomes. We plan to continue cultivating the trees in order to maximize
their market value in the future. During the year ended March 31, 2015, we did not plant any other herbs that were ready to be harvested as of March 31,
2015. We anticipate that we will continue growing trees and start cultivating other herbs in the future.
12
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 generally sold to a local vendor.
Herb farming revenue accounted for no revenue for the fiscal year ended March 31, 2015.
Our Customers
Retail Customers
For the fiscal year ended March 31, 2015, our pharmacies collectively served an average of approximately 12,000 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 card, or medical insurance cards under Hangzhou and Zhejiang’s medical insurance programs.
During the fiscal year ended March 31, 2015, approximately 25.7% of our pharmacy revenue came from cash sales, 57.7% from Hangzhou’s medical
insurance cards (where most of our pharmacies are located), and 16.6% 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 (1) year before it can apply to be licensed to accept Hangzhou’s medical insurance cards. As of
the date of this report, fifty-six (56) of our fifty-nine (59) “Jiuzhou Grand Pharmacy” stores are licensed to accept medical insurance cards while two (3) will
apply for approval in the near future. Those of our stores that accept medical insurance cards are designated as such by clear signage on their storefront
windows.
Online Sales Customers
Our online customers mainly consist of consumers under thirty five (35) years of age. While our website is accessible throughout China, approximately
forty percent (40%) of our online sales during the fiscal year ended March 31, 2015, were from Zhejiang and neighboring Jiangsu and Shanghai.
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Wholesale Customers
Our wholesale customers are primarily third-party trading companies that purchase from us to resell to pharmacies throughout China. We also supply
some hospitals and pharmacies, although they collectively make up less than 10.0% of our wholesale customers currently. HuaDong Pharmaceutical Co., Ltd.
accounted for approximately 22.4% of our wholesale revenue, and 8.7% of our total revenue, for the fiscal year ended March 31, 2015. This customer is
neither related to nor affiliated with us.
Herb Farming Customers
Our farming customers primarily include local herb vendors. For the fiscal year ended March, 31, 2015, we have not harvested or sold any herbs.
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 flow, build strong customer loyalty, maximize repetitive 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 opening of new stores. Our store managers and
staff are also encouraged to propose their own advertising and promotional 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 readings in our stores.
Many of our promotional programs are designed to encourage manufacturers to invest resources to market their brands within our stores. We charge
manufacturers promotional fees in exchange for 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. Since manufacturers provide
purchasing incentives and information to help customers to make informed purchase decisions, we believe that manufacturer-led promotions improve our
customers’ shopping experience. We work to maintain strong inventory positions for merchandise featured in our promotions, as we believe this increases the
effectiveness of our spending on promotional activities.
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, and the newspapers publish healthcare-related feature articles relating to our
advertised products on or around the dates of our advertisements. We also promote our brands and products using billboards and radio and television
commercials. Depending on our agreement with a particular manufacturer, advertising expenses are borne either by us, the manufacturer of the products being
advertised, or are shared as a joint expense. 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 cards 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, 2015,
approximately 72.0% of our customers used their rewards card to make purchases. We intend to further extend this program to enhance the 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 not only to 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 seven (7) miles from our headquarters, which 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 any material interruptions to our business.
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Suppliers
We currently source retail products from approximately 400 suppliers, including trading companies and direct manufacturers. We source wholesale
products from approximately 100 suppliers, including many of those that provide our retail products. For the fiscal year ended March 31, 2015, two (2)
suppliers, HuaDong Pharmaceutical Co., Ltd.and Zhejiang Yingte Pharmaceutical Co. Ltd. accounted for more than ten percent (10.0%) 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 any 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 Good Manufacturing Practice and Good Supply Practice (“GSP”) compliance status of their suppliers. We also assess product quality based on the
facilities and capabilities of its manufacturer, 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 with evidence of
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.
All of our pharmacy employees participate in a mandatory thirty six (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,
stronger brand strength, and management expertise than us, including China Nepstar Chain Drugstore Ltd., LBX Pharmacy, and TianTianHao Grand
Pharmacy. 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.
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The 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 put
in significant efforts selecting products we believe are most suitable for online sales, such as those we have the exclusive right to sell.We have spent
considerable efforts identifying popular products that can drive sales, while maintaining our attention on cost.In March 2015, we have signed an agreement to
set up a joint venture, with a leading Pharmacy Benefit Management ("PBM") provider in China, which owns and operates Yikatong (the "E-Pharmacy-Card"),
a popular pharmacy and health insurance benefit card with over 180,000 current users, who are customers insured with these large insurance companies. The
joint venture agreement requires the PBM provider to direct the majority of its online E-Pharmacy-Card transactions to our official online pharmacy site. We
expect the close cooperation with commercial insurance companies and active strategy on e-commerce platforms will drive up our online sales.
China’s herb market is highly specialized. As we have very limited experience in such market, we generally 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 the SAIC:
●
●
●
●
“JiuzhouTongxin,” 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 services) issued in June 2012 and registered under Jiuzhou Pharmacy, that we plan to use to brand
our medical services;
“Shouantang,” a Classes 5, 10, 30, 35 and 44 trademark (for pharmaceuticals, construction, food, advertisement and medical services) issued on
October 2011 and registered under Jiuzhou Pharmacy, that we are using to brand certain products that we sell in our stores; and
“Jinyuliangyan,” a Classes 29 trademark (for food and oil) issued in June 2011 and registered under Jiuzhou Pharmacy, that we are using to
brand certain products that we sell in our stores; and
We own and operate the following websites: www.dada360.com (for online sales), www.jiuzhou-drugstore.com (our corporate website used in
China), and www.chinajojodrugstores.com (our English-language corporate website). We also own two (2) 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.
All of our employees are required to enter into written employment agreements with us, pursuant to which they are subject to confidentiality
obligations.
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Employees
As of March 31, 2015, we had 744 employees combined in our retail and wholesale operations, including 711 full-time and 33 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:
As of March 31, 2015
Non-pharmacist store staff
Pharmacists
Management- non-pharmacists
Physicians
Non-physician clinic staff
Wholesale - non-warehouse
Wholesale - warehouse
Online pharmacy - technicians
Online pharmacy - non-technicians
Total
Employees
Percentage
37.8%
24.9%
10.9%
5.5%
3.2%
5.0%
1.9%
6.5%
4.4%
100.00%
281
185
81
41
24
37
14
48
33
744
We place strong emphasis on the quality of our employees at all levels, including in-store pharmacists and store staff who interact with our customers
directly. We provide extensive training for newly recruited employees in the first three (3) 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
medicinal information, nutritional information, and 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 accordingly, we train them in our store policies and
procedures.
Relevant PRC Regulations
SAFE Registration
In October 2005, SAFE issued Circular 75. Circular 75 regulates foreign exchange matters in relation to the use of a special purpose vehicle by PRC
residents to seek offshore equity financing and conduct “round trip investment” in China. The Key Personnel, who are PRC residents, are in compliance with
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 ten percent (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 fifty percent (50%) of its registered capital. These reserves are not distributable as cash
dividends. As of March 31, 2015, 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 $1.3 million.
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Taxation
The current PRC Enterprise Income Tax Law (the “EIT Law”), and the implementation regulations for the EIT Law issued by China’s State Council,
became effective as of January 1, 2008. 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 defines a “de facto management body” 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 twenty five percent (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 refer to “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 would be classified as “dividends between qualified resident
enterprises” and therefore qualify for tax exemption.
If we are treated as a non-resident enterprise under the EIT Law, then any dividends that we may receive from Jiuxin Management (assuming such
dividends were considered sourced within the PRC) (i) may be subject to a five percent (5%) PRC withholding tax, provided that we own more than twenty
five percent (25%) of the registered capital of Jiuxin Management incessantly within twelve (12) months immediately prior to obtaining such dividends 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 (the “Arrangement”) is applicable, or (ii) if the Arrangement
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 ten percent (10%) PRC
withholding tax. Similarly, if we are treated as a non-resident enterprise, and Renovation is treated as a resident enterprise, then any dividends that we receive
from Renovation (assuming such dividends were considered sourced within the PRC) may be subject to a ten percent (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 ten percent (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 ten percent (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 ten percent (10%) PRC tax on any dividends paid to our 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 ten percent (10%) on any gain realized from the sale or transfer of our common
shares in certain circumstances. We would not, however, have an obligation to withhold PRC tax with respect to such gain.
Moreover, the State Administration of Taxation issued the Notice on Strengthening the Administration of Enterprise Income Tax on Share
Transfer Income of Non-Resident Enterprises No. 698 (“Circular 698”) on December 10, 2009, which 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 twelve and a half percent (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 thirty (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 brief history, there is uncertainty as to its application.
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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 (5) years, and the holder must apply for renewal of the permit within six (6) 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 the retail pharmaceutical business have obtained necessary pharmaceutical distribution
permits, and we do not expect to face any difficulties in renewing 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.”
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 thirty (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 forty nine percent (49%).
In lieu of equity ownership, our WFOE, Jiuxin Management, has entered into contractual arrangements with Jiuzhou Pharmacy and the Key
Personnel.
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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 thirty (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, and handle transport,
warehouse entries, delivery, and billing by computerized logistics management systems. The GSP certificate is usually valid for five (5) years. Currently,
Jiuzhou Pharmacy, and Jiuxin Medicine are all 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 and 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
(1) 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, 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 (2) 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 cease to sell any drug that the wholesaler learns has any safety issues, and must immediately notify the manufacturer or its
supplier as well as report the matter to the SFDA.
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.
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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 of 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 local conditions and the 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 regulated by the NDRC.
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, 2015, several price reductions occurred and affected 1,951 different pharmaceutical products, which required us to make 2 price
adjustments. Currently, 1,893 pharmaceutical products and OTC drugs we offer 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 has been included in the national or provincial medical
insurance catalogs. Depending on relevant local regulations, authorized pharmacies can either (i) sell medicine on credit and obtain reimbursement from
relevant government social security bureaus on a monthly basis, or (ii) 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 (2) 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 specifically for
the 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 (2) years which
medicine are included in the national medical insurance catalog, under which of the two (2) 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 its 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 (3) years, and the holder must apply for renewal of the certificate within thirty (30) days
prior to its expiration. Currently, Jiuxin Medicine, Jiuzhou Pharmacy, and our drugstores all hold a valid Food Circulation Permit, except for our Lin’an store,
which does not sell food products and therefore does not required to hold such a permit. We are in the process of renewing the permits for twelve (12) stores
in Jiasnggan District that are expiring in 2015, 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:
● We must register with and maintain an operating license from the local public health authority for each clinic that we operate, each of which is
subject to annual review by the public health authority;
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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 (3) years;
● We must have at least three (3) physicians, five (5) nurses and one (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’s 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 issued jointly by the Ministry of Health (“MOH”)
and the Ministry of Commerce (“MOFCOM”) in 2000, the Chinese party of Sino-foreign joint ventures and cooperative medical institutions shall hold no less
than thirty percent (30%) of shares and legal rights or interest, which also mean foreign investors are allowed to hold a maximum stake of seventy percent
(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 seventy percent (70%) and a duration for co-operation of up to twenty (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 the Internet are required to
obtain: (1) a drug distribution permit; (2) an Internet pharmaceutical information provider qualification certificate, renewable every five (5) years; (3) an
Internet pharmaceutical transaction service qualification certificate, renewable every five (5) 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, an 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 registrations and launched www.dada360.com in May 2010. Quannuo Technology has been operating the website and providing
software and technical supports since November 2010. During the year ended March 31, 2015, the Company also sold pharmaceutical and other products via
certain third-party platforms such as Tmall and JD.com.
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TCM Manufacturing
The SFDA has adopted a non-mandatory licensing process for TCM manufacturers according to Good Agricultural Practice (“GAP”) 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 of doing 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 DadiWeikang Medical Wastes Disposal Center to dispose of all medical wastes generated by
our clinics.
Principal Executive Office
Our principal executive office is located at 1st Floor, Yuzheng Plaza, No. 76, Yuhuangshan Road, Hangzhou, Zhejiang Province, China. Our main
telephone number is +86-571-8807-7078, and fax number is +86-571-8807-7108.
ITEM 1A. 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.
Risks Relating to Our Business in General
Our relatively limited operating history makes it difficult to evaluate our future prospects and results of operations.
We have a relatively limited operating history. We launched 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;
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attract additional customers and increase our spending per customer;
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respond to competitive market conditions;
increase awareness of our brand and continue to develop customer loyalty;
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
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.
Future acquisitions are expected to be a part of our growth strategy, and could expose us to significant business risks.
We have grown our business, in part, through acquisitions over the years. One of our strategies going forward is to continue this growth through
acquisition. However, we cannot provide assurance 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 any necessary financing for larger acquisitions on terms that are satisfactory to us. 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. The negotiation and completion of potential acquisitions, whether or not ultimately consummated, could also
require significant diversion of management’s time and resources and may potentially disrupt our existing business. Furthermore, we cannot provide any
assurances 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, causing us to significantly increase our interest expense, leverage and debt service requirements if we
incur additional debt to pay for an acquisition or investment, issue common stock that would dilute our current shareholders' percentage ownership, or incur
write-offs and restructuring and other related expenses. 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;
difficulties in entering markets or lines of business in which we have no or limited direct prior experience;
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.
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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.
We face significant competition, and if we do not compete successfully against existing and new competitors, our revenue and profitability could be
materially and adversely affected.
Both the drugstore, online pharmacy 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. Increasingly, we also face competition
from discount stores, convenience stores and supermarkets as we expand 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 offered, and our brand name. Our online pharmacy
competitors include other online pharmaceutical vendors. As more large traditional drugstore chain companies entered into the online sales, we face competition
ranging from prices to service. 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 restrictions on the entry of foreign companies into these industries.
Some of our larger competitors may enjoy competitive advantages, such as:
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greater financial and other resources;
larger variety of products;
● more extensive and advanced supply chain management systems;
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greater pricing flexibility;
larger economies of scale and purchasing power;
● more extensive advertising and marketing efforts;
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greater knowledge of local market conditions;
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. As competition increases in the markets in which we operate, a significant
increase in general pricing pressures could occur, which could require us to reevaluate our pricing structures to remain competitive. 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.
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 pharmaceutical 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 on 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.
A decrease in overall consumer spending as a result of changes in economic conditions could adversely affect our front-end and pharmacy sales and negatively
impact our profitability. 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.
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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 pharmaceutical 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 meet these preferences. In particular, we
must optimize our product selection and inventory positions based on sales trends. We cannot provide assurance that our product selection, especially our
selection of nutritional supplements and food products, will accurately reflect customer preferences at any given time. If we fail to accurately anticipate 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.
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 propositions must be appropriate for our target customers. If we are not
able to maintain and increase the awareness of our pharmacy’s brand, and the products and services we provide, 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 cannot
provide assurance that our current and proposed budget for 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 ability to grow our business may be constrained by our inability to find suitable new store locations at acceptable prices or by the expiration of
our current leases.
Our ability to grow our business may be constrained if suitable new store locations cannot be identified with lease terms or purchase prices that are
acceptable to us. We compete with other retailers and businesses for suitable locations for our stores. Local land use and other regulations applicable to the
types of stores we desire to construct may impact our ability to find suitable locations and influence the cost of constructing our stores. The expiration of leases
at existing store locations may adversely affect us if the renewal terms of those leases are unacceptable to us and we are forced to close or relocate stores.
Further, changing local demographics at existing store locations could materially and adversely affect revenue and profitability levels at those stores, and overall
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 twelve (12) months or longer of cash deposit as security. At March 31, 2015, we had approximately $5.9 million in deposits
with suppliers and approximately $2.6 million in 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 could 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 any illegal acts associated with the third party, such as conversion, fraud, theft or dishonesty. If these
circumstances were to arise, we could 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.
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If we are unable to optimize management of our procurement and distribution activities, we may be unable to meet customer demand while
increasing the 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. Since 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 the distribution process could decrease our operating margins and reduce our profitability.
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 could place additional burdens on the management of our supply chain. If we cannot successfully
reduce our costs through centralizing procurement, our profitability and prospects could 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 the success of product launches, seasonality, and manufacturer backorders and other
vendor-related problems. We cannot provide assurance 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 excess inventory could 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 that customer, either of which
could have a material adverse effect on our business, financial condition and results of operations.
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 the 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. 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. Furthermore, any system failure which causes
interruptions to the input, retrieval and transmission of data or increase in the service time could disrupt our normal operations. 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 provide assurance
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. Furthermore, our systems are subject to damage or interruption from power outages, computer and telecommunications failures,
computer viruses, security breaches, vandalism, natural disasters, catastrophic events and human error, and our disaster recovery planning cannot account for
all eventualities. If any of our computer software and/or hardware systems are damaged, fail to function properly or otherwise become unavailable, we may
incur substantial costs to repair or replace them, and may experience loss or corruption of critical data and interruptions or delays in our ability to perform
critical functions. Due to the limited coverage of all business interruption insurance offered in China, we do not have any business interruption insurance and, as
a result, any business disruption or natural disaster could severely disrupt our business and operations and, in turn, significantly decrease our revenue and
profitability.
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We depend substantially on the continuing efforts of the Key Personnel, and our business and prospects may be severely disrupted if we lose their
services.
Our future success is dependent on the continued services of the Key Personnel but we do not maintain key-man insurance. If we lose the services of
any one of the Key Personnel, we may not be able to locate suitable or qualified replacements, which could severely disrupt our business and prospects. Each
of the Key Personnel has entered into a confidentiality and non-competition agreement with us. However, if any disputes arise between us and the Key
Personnel, we cannot provide assurance, in light of uncertainties associated with the PRC legal system, that any of these agreements could be enforced in
China, the jurisdiction in which the Key Personnel 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 provide assurance 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. This
competition could require us to offer higher compensation and other benefits in order to attract and retain qualified individuals, which could materially and
adversely affect our financial condition and results of operations. On the other hand, we may be unable to attract or retain the personnel required to achieve our
business objectives, and that failure could severely disrupt our business and prospects. The process of hiring suitably qualified personnel is 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 a Drug Distribution Permit and a GSP
certification. We are also required to obtain food hygiene certificates for the distribution of nutritional supplements and food products. We cannot provide any
assurance 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 the past, or may not be in the future, 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 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 any of 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, materially reducing 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 provide assurance that we can successfully obtain such
licenses, permits or certifications.
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 the aggregate amount of our current cash, anticipated cash flow from operations, available borrowings under our existing 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 facilities. The sale of additional equity securities could result in a dilution to
our stockholders. We cannot guarantee that we will be able to obtain any additional financing on terms that are acceptable to us, or at all. Even if we are able
to obtain any requisite financing, the incurrence of additional indebtedness would result in increased debt service obligations, and could result in further
operating and financing covenants that would 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.
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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;
the 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 third fiscal quarter (October 1st through December
31st) benefit from the winter cold and the flu season, while sales are lower in our fourth fiscal quarter (January 1st through March 31st ) because Chinese
New Year falls in 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 effectively manage the increased sales
and the increases in inventory in anticipation of such increased sales in the high sale season 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.
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 five
(5) registered trademarks and one (1) trademark application pending in China. We also own the three (3) domain names that we actively use in our business.
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. As a result, as a condition of employment, our employees are required to sign employment agreements that contain confidentiality
provisions. 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 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.
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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, we have little recourse 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, since 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 whom 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 proceeding to which
we may become a party could cause us to:
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pay damage awards;
seek licenses from third parties;
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.
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 their authentic counterparts due to their low production costs, and in some cases are very similar in appearance to their authentic counterparts.
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, China does not yet have effective regulation control or an enforcement system
against counterfeit pharmaceutical products. Although we have implemented a series of quality control procedures in our procurement process, we cannot
provide assurance that we may not be inadvertently selling counterfeit pharmaceutical products. Any unintentional sale of counterfeit products may subject us
to negative publicity, fines and/or other administrative penalties, or may even result in litigation against us. Moreover, the increased distribution 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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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, mislabeled or contaminated drugs, and, with respect to our pharmacies, improper filling of prescriptions,
labeling of prescriptions and adequacy of warnings. Errors in the packaging or dispensing of pharmaceuticals could lead to serious injury or death. Furthermore,
the applicable PRC laws, rules and regulations require our in-store pharmacists to offer counseling to our customers, without additional charge, about
medication, dosage, delivery systems, common side effects, and other information the in-store pharmacists deem significant. Our in-store pharmacists
sometimes 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 any advice given by our in-store pharmacists. Product liability or personal injury claims may be asserted
against us with respect to any of the products or pharmaceuticals we sell or services we provide, and we may be required to pay for substantial monetary
damages for any successful product liability or personal injury claim against us. We may, however, in product liability claims, have the right under applicable
PRC laws, rules and regulations to recover from the relevant manufacturer any compensation we paid to our customers in connection with such claim. Even if
we successfully defend ourselves against this type of claim, we could be required to spend significant management, financial and other resources in the
process, which could disrupt our business. Our reputation and our brand names may also suffer as a result of any product liability or personal injury claims
against us. Like many other similar companies in China, we do not carry product liability insurance. A product recall or damage to our reputation in the event of
a product liability or personal injury claim or judgment against us 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, 2015, the central government issued price reductions affecting 1,951 different prescription
pharmaceutical products in China, which required us to make two price reductions. Currently, 1,893 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.
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 provide assurance 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, in part, be 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.
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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 that 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 we cannot foresee at the present time.
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 negative publicity regarding us or our services, which would
harm our reputation. If we are found liable for malpractice, we could be required to pay substantial monetary damages. Furthermore, even if we successfully
defend ourselves against a malpractice claim, we could be required to spend significant management, financial and other resources in the process, which could
disrupt our business, and our reputation and brand name may also suffer. Since 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.
Risks Related to Our Herb Farming
Our herb farming business is subject to the volatility of prices for raw TCM herbs.
We currently planted gingko trees in our leased farm land. In future, However, in the future, we may continue to cultivate and sell certain herbs 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 in weather, disease outbreaks, 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.
Unforeseen and severe weather can reduce cultivation activities and lead to a decrease in anticipated harvest.
Seasonal climate change and weather variations such as levels 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. This 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, floods
or droughts, or natural conditions such as crop disease, pests or soil erosion, may also negatively impact our cultivation and harvest.
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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 unpredictable weather
events that may adversely affect our ability to cultivate and harvest successfully.
The occurrence of any of these may materially harm our herb farming business.
We may be exposed to negative publicity about our products, which could have a negative impact on our financial condition.
We may be affected by negative publicity surrounding our products 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. Furthermore, 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, subject us to criminal or civil liability, and/or 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 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 with whom we negotiate. 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 operations. Although we believe we have a disaster recovery plan that
can handle the failure of our computer software and hardware systems, we cannot provide assurance 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, medical devices and nutritional supplements online in May 2010. We also cooperated with certain
third-party online platform such as Tmall and JD.com to sell our products since 2013. Given such limited operating history, it may be difficult to evaluate the
website’s and our overall online 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 in general, remain relatively untested in China. 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:
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the growth of personal computer, Internet and broadband usage and penetration in China, and the rate of any such growth;
the trust and confidence level of consumers in online shopping in China;
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;
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the development of fulfillment, payment and other ancillary services associated with online purchases; and
general economic conditions, particularly economic conditions affecting discretionary consumer spending.
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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 for
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/or 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 thirty (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 through 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 the relevant
Chinese laws and regulations may materially and adversely affect our business.
Current PRC regulations limit foreign ownership of a pharmacy operator to forty nine percent (49%) if such operator owns interests in thirty (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 Jiuxin Medicine), but control them through contractual arrangements, we do not believe that the regulations limiting foreign
ownership apply to us even if Jiuzhou Pharmacy or Jiuxin Medicine expands beyond thirty (30) stores.
Similarly, PRC regulations restrict foreign ownership of medical practice in China to Sino-foreign joint ventures. Since we do not have any actual
equity interest in Jiuzhou Clinic or Jiuzhou Service, but control these entities through contractual arrangements, we do not believe that such PRC regulations are
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 structures for operating our business in China
(including our corporate structure and contractual arrangements with Jiuzhou Pharmacy, Jiuzhou Clinic, Jiuzhou Service and the Key Personnel) 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 provide assurance 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 may 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 “Property Law”), 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 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 the 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 the 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 provide assurance that our current ownership and operating structure will 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 the provision of 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:
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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; and/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 requirements for licenses and permits.
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.
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. We currently only have contractual control over the HJ Group entities, and do not own them due to the restrictions on foreign
ownership of such companies. However, changes to laws in the PRC may force us to restructure our ownership structure or our operations, which would
severely disrupt our ability to conduct business and have a material adverse effect on our financial condition, results of operations and prospects.
Uncertainties relating to the regulation of drugstores and medical practice in China also extend to evolving licensing practices, which 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. In turn, this could compromise enforceability of related contractual arrangements, or have other harmful effects on
us.
Our contractual arrangements with HJ Group and the Key Personnel may not be as effective in providing control over these entities as direct
ownership.
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. Under such circumstances, we may have to rely on legal
remedies under Chinese law, which may not be effective in providing us any relief. In addition, we cannot provide assurance that the Key Personnel will act in
our best interests.
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Since 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.
Since 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. We cannot provide assurance that there will not be any event or reason that may
cause the contractual arrangements to terminate. In the event that the contractual arrangements terminate, we will lose our control over them and their
business operations and, as a result, over our primary sources of revenue. 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. 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.
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
required 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 our 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 ten percent (10%) of their after-tax profit each year, based on PRC accounting standards, to their statutory surplus reserve fund until the
accumulative amount of such reserves reaches fifty percent (50%) 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, 2015, our restricted
reserves totaled RMB 9,460,695 ($1,309,109). 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 Chief Executive Officer and Chairman of our Board of Directors, is also the executive director of Jiuzhou Pharmacy, a general
partner of Jiuzhou Clinic, and the supervising director of Jiuzhou Service. In addition, Mr. Liu has also personally lent us money to help facilitate our payments
of expenses in the U.S., as well as to purchase a land use right. Ms. Li Qi, our Corporate Secretary and a member of our 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 provide assurance, however, that when
any conflicts of interest arise, both 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, either 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 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 the 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.
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Risks Related to Doing Business in China
We rely on contractual arrangements with our VIE for our operations, which may not be as effective in providing control over these entities as direct
ownership.
Our operations and financial results are dependent on our VIEs, Jiuzhou Pharmacy (including its subsidiaries and controlled entities), Jiuzhou Clinic and Jiuzhou
Service, in which we have no equity ownership interest and must rely on contractual arrangements to control and operate the businesses of our VIEs. These
contractual arrangements are not as effective in providing control over the VIEs as direct ownership. For example, the VIEs may be unwilling or unable to
perform its contractual obligations under our commercial agreements. Consequently, we would not be able to conduct our operations in the manner currently
planned. In addition, the VIEs may seek to renew its agreements on terms that are disadvantageous to us. Although we have entered into a series of
agreements that provide us with substantial ability to control the VIEs, we may not succeed in enforcing our rights under them insofar as our contractual rights
and legal remedies under PRC law are inadequate. In addition, if we are unable to renew these agreements on favorable terms when these agreements expire
or enter into similar agreements with other parties, our business may not be able to operate or expand, and our operating expenses may significantly increase.
In January 2015, China’s Ministry of Commerce unveiled a draft legislation that could change how the government is regulating corporate structures, especially
for VIEs controlled by foreign investments. Instead of looking at “ownership”, the draft law focused on the entities or individuals hold control of a VIE. If a
VIE is deemed to be controlled by foreign investors, it may be barred from operating in restricted sectors or the prohibited sectors listed on a “negative list”,
where only companies controlled by Chinese nationals could operate, even if structured as VIEs.
In the event that the draft law is implemented in any form, and that the Company’s business was characterized as one of the “restricted” or “prohibited”
sectors, the VIEs the Company currently maintains contractual arrangements with may be barred from operation which will materially adversely affect our
business.
Changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the PRC and the
profitability of such business.
Policies of the PRC government can have significant effects on economic conditions in China. Our interests may be adversely affected by changes in
policies by the PRC government, including:
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changes in laws, regulations or their interpretation;
confiscatory taxation;
restrictions on currency conversion, imports or sources of supplies and export tariff; and
expropriation or nationalization of private enterprises.
Although the PRC government has been pursuing economic reform policies for more than two (2) decades, we cannot assure you that the government
will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political
disruption, or other circumstances affecting the PRC’s political, economic and social life.
Uncertainties with respect to the laws and regulations of the PRC could adversely affect us.
The laws and regulations of the PRC which govern the Company’s current business operations are sometimes vague, and there are substantial
uncertainties regarding their interpretation and application. Furthermore, these laws and regulations may be subject to future changes we cannot predict. The
effectiveness of newly-enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance by foreign investors. New laws and
regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of such
existing or new laws or regulations may have on our businesses.
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 WFOE. 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 some time after the violation. In addition, any litigation in China may be protracted and result in
substantial costs and diversion of our resources and our management’s attention.
37
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China against us or
our management based on United States or other foreign laws.
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 those of our senior executive officers and directors that do not reside 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 have 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 face substantially more difficulty in protecting their interests through actions against our management or directors than
would shareholders of a corporation with assets and management 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
such approvals are necessary for a company that is contractually controlled by a foreign invested enterprise. 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 provide assurance that the MOC will not require such approvals to be obtained, or as to when any regulation of
such requirements may be implemented. If additional governmental approval is deemed to be necessary and we are unable 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 in April 2009 of formal healthcare reform guidelines
aimed at improving the availability of and subsidies for “essential” drugs, and (3) the announcement in August 2009 of China’s National Essential Drugs List
(“NEDL”), initially listing approximately three hundred (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 population, these policies 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 result in a rise in the
number of government-subsidized community healthcare service centers, which in turn may erode the convenience and price advantage that our drugstores
traditionally enjoy against hospitals.
A slowdown or other adverse developments in the PRC economy may materially and adversely affect our customers, demand for our products, and
our business.
All of our operations are conducted in the PRC and all of our revenue is generated from sales in the PRC. Although the PRC economy has grown
significantly in recent years, we cannot assure investors that such growth will continue. A slowdown in overall economic growth, an economic downturn or
recession, or other adverse economic developments in the PRC could materially reduce the demand for our products and materially and adversely affect our
business.
The PRC’s labor law restricts our ability to reduce our workforce in the PRC in the event of an economic downturn and may increase our production
costs.
In June 2007, the National People’s Congress of the PRC enacted new labor law legislation called the Labor Contract Law, which became effective
on January 1, 2008 (the “LC Law”). The LC Law formalized workers’ rights concerning overtime hours, pensions, layoffs, employment contracts and the role
of trade unions. Considered one of the strictest labor laws in the world, among other things, the LC Law provides for specific standards and procedures for the
termination of an employment contract and places the burden of proof on the employer. In addition, the law requires the payment of a statutory severance pay
upon the termination of an employment contract in most cases, including the case of the expiration of a fixed-term employment contract. Further, the LC Law
requires an employer to conclude an “employment contract without a fixed-term” with any employee who either has worked for the same employer for ten
(10) consecutive years or more or has had two (2) consecutive fixed-term contracts with the same employer. An “employment contract without a fixed term”
can no longer be terminated on the ground of the expiration of the contract, although it can still be terminated pursuant to the standards and procedures set forth
under the new law. Because of the lack of implementing rules for the LC Law and the precedents for the enforcement of such a law, the standards and
procedures set forth under the LC Law in relation to the termination of an employment contract have raised concerns among foreign investment enterprises in
the PRC that such “employment contract without a fixed term” might in fact become a “lifetime, permanent employment contract.” Finally, under the LC Law,
downsizing of either more than twenty (20) people or more than ten percent (10%) of the workforce may occur only under specified circumstances, such as a
restructuring undertaken pursuant to the PRC’s Enterprise Bankruptcy Law, or where a company suffers serious difficulties in production and/or business
operations, or where there has been a material change in the objective economic circumstances relied upon by the parties at the time of the conclusion of the
employment contract, thereby making the performance of such employment contract impossible. To date, there has been very little guidance and precedents as
to how such specified circumstances for downsizing will be interpreted and enforced by the relevant PRC authorities. All of our employees working for us
exclusively within the PRC are covered by the LC Law and thus, our ability to adjust the size of our operations when necessary in periods of recession or less
severe economic downturns may be curtailed. Accordingly, if we face future periods of decline in business activity generally or adverse economic periods
specific to our business, the LC Law can be expected to exacerbate the adverse effect of the economic environment on our results of operations and financial
condition.
38
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 (3) 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 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, 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, to the extent that we
need to convert U.S. dollars into RMB for such purposes, make any new RMB denominated investments or expenditures more costly to us. An appreciation of
RMB against the U.S. dollar would result in foreign currency translation gains for financial reporting purposes when we translate our RMB denominated
financial assets into U.S. dollars, as the U.S. dollar is our reporting currency.
Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service are subject to restrictions on making payments to us.
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.
Dividends we receive from our subsidiaries located in the PRC may be subject to PRC withholding tax.
The EIT Law provides that a maximum income tax rate of twenty percent (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. However, the State Council has reduced such rate to ten
percent (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 ten percent (10%) income tax if we are
considered 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.
39
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 any 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.
Failure to comply with the U.S. Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.
We are required to comply with the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in
bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some that may compete
with us, are not subject to these prohibitions, and therefore may have a competitive advantage over us. Corruption, extortion, bribery, pay-offs, theft and other
fraudulent practices may occur in the PRC. If our competitors engage in these practices, they may receive preferential treatment in the PRC, giving them an
advantage in securing business, which would put us at a disadvantage. We cannot provide assurance that our employees or other agents will not engage in such
conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe
penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.
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.
Our financial data and audit work paper may be subject to PCAOB inspection in the near future
Our audit firm’s audit of our financial statements has not been subject to PCAOB inspection. The independent registered public accounting firm that
issues the audit reports included in our annual reports filed with the SEC, as an auditor of companies that are traded publicly in the United States and a firm
registered with the Public Company Accounting Oversight Board (United States), or the PCAOB, is required by the laws of the United States to undergo
regular inspections by PCAOB to assess its compliance with the laws of the United States and relevant professional standards. However, as our auditor is
located and performs audit work in the PRC, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the PRC
authorities, our auditor, like other independent registered public accounting firms operating in the PRC, is currently not inspected by the PCAOB.
Inspections of other firms that the PCAOB has conducted outside of the PRC have identified deficiencies in those firms’ audit procedures and quality
control procedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of PCAOB to conduct inspections of
independent registered public accounting firms operating in the PRC makes it more difficult to evaluate the effectiveness of our auditor’s audit procedures or
quality control procedures. As a result, investors may be deprived of the benefits of the PCAOB inspections.
Risks Related to an Investment in Our Securities
To date, we have not paid any cash dividends and no cash dividends will be paid in the foreseeable future.
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.
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 us of our failure to maintain a minimum
closing bid price of $1.00 over the then preceding thirty (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 had until November 5, 2013, to demonstrate compliance by maintaining a minimum closing bid price
of at least $1.00 for a minimum of ten (10) consecutive trading days. In the meantime, we were included in a list of non-compliant companies posted on
NASDAQ’s website commencing on May 16, 2013.
On November 6, 2013, NASDAQ granted us an additional 180-day period, or until May 5, 2014, to remain listed on the NASDAQ Capital Market and
to regain compliance with the Bid Price Rule. Under NASDAQ Listing Rules, we were granted this extension because we met the continued listing
requirement for market value of publicly held shares and all other applicable NASDAQ listing requirements, except the bid price requirement.
On January 16, 2014, we received a letter from NASDAQ notifying us that we had regained compliance with the Bid Price Rule, as the closing bid
price of our common stock had been at or above $1.00 per share for at least 10 consecutive trading days. However, we cannot provide assurance that we will
remain compliant with the Bid Price Rule in the future. 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.
40
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, when compared to seasoned issuers, subject to wide fluctuations in response to various factors,
many of which are beyond our control, 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 fifty two (52) weeks preceding the date of this report ranged from
a low of $1.4 to a high of $3.5. 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 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 the difference in the sale price of the borrowed securities
and the purchase price of the replacement shares. As it is therefore in the short seller’s best interests for the price of the stock to decline, there have been
incidents of short sellers publishing, or arranging to publish negative opinions in order to create negative market momentum. While traditionally these disclosed
shorts have been 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 firms and independent research analysts. These short attacks have, in the past, resulted in the selling of shares in the market, on occasion on a large
scale and broad base. Issuers with business operations based in the PRC, that have limited trading volumes and that are susceptible to higher volatility levels
than U.S. domestic large-cap stocks can be particularly vulnerable to such short attacks.
41
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 SEC in Regulation Analyst Certification and, accordingly, the opinions they express may be based on distortion
of the actual facts or, in some cases, fabrication of the 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 and the rumors not dismissed by market participants, our
stock will likely suffer from a temporary, or possibly long term, decline in market price.
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 9, 2015, our directors and executive officers collectively controlled approximately 47.5% 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 us and our shareholders. 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 for
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 any
costs resulting therefrom 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, potential new accounting pronouncements and higher insurance costs may impact our future financial position and results of
operations.
Over the last decade or so, there have been many regulatory changes, including the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. There may potentially be new accounting pronouncements or regulatory rulings or
changes 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.
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 U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act, 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 internal control weaknesses relating to 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 five (5) 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 and their 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 could be
detected and/or prevented.
42
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 their shares freely after six (6) months, subject only to compliance with the current public information requirement
(which disappears after one (1) year). Affiliates may sell after six (6) months subject to compliance with the requirements under Rule 144 regarding the volume
of sale, the manner of sale (for equity securities), current public information and notice. Of the 15,650,504 shares of our common stock outstanding as of June
16, 2015, approximately 8,221,,022 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
the Key Personnel and our 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.
43
ITEM 2. PROPERTIES
We are headquartered in Hangzhou, China. We do not own any property; however, our current leased properties are as follows:
Description
Principal executive office
Location
1st Floor, Yuzheng Plaza, No. 76,
Yuhuangshan Road, Hangzhou,
Zhejiang Province, China
Size
(square
meters)
Lease expiration date
15,620 December 31,2020
Distribution center
3rd Floor, Building 3, No. 10, Kanghui Road,
Gongshu District, Hangzhou, Zhejiang Province, China
44,133
January 14, 2016
Office for Shouantang Technology (1)
Room 616, No. 33, Xiangyuan Road,
538 August 24, 2014
Gongshu District, Hangzhou, Zhejiang Province, China
Office for Quannuo Technology (1)
4rd Floor, Building 3, No. 10, Kanghui Road,
523
January 14, 2016
Gongshu District, Hangzhou, Zhejiang Province, China
Pharmacies (1)
Various locations in Hangzhou, Zhejiang Province, China
Range from
79 to 1,713
June 2015 to November 2021
Farmland for herb cultivation (2)
Qianhong Township, Hangzhou, Zhejiang Province, China
48.6 acres February 1, 2040
Land (2)
Qianhong Township, Hangzhou, Zhejiang Province, China
4.6 acres February 1, 2040
(1)
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 59 pharmacies. See Note 10, “Long Term Deposits,” and Note 24, “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
current leases or enter into new leases upon their termination, upon which 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
renewing, where desired, the existing leases upon their expiration. 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 current
leases or enter into new leases.
(2)
We lease the land from The People’s Government of Qianhong Village under a 30-year lease entered in February 2010. The rent for the land was
prepaid in full in May 2010. See Note 11, “Other Noncurrent Assets,” and Note 24, “Commitments and Contingencies,” to the Financial Statements.
ITEM 3. LEGAL PROCEEDINGS.
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 holding more than five
percent of our common stock, is an adverse party or has a material interest adverse to our company.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
PART II
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 sales prices for
our common stock for each fiscal quarter during the last two (2) fiscal years. This information is based on reports from Yahoo Finance.
Fiscal Year 2015
Quarter ended March 31, 2015
Quarter ended December 31, 2014
Quarter ended September 30, 2014
Quarter ended June 30, 2014
Fiscal Year 2014
Quarter ended March 31, 2014
Quarter ended December 31, 2013
Quarter ended September 30, 2013
Quarter ended June 30, 2013
Low
High
2.33 $
1.4 $
1.25 $
1.43 $
0.97 $
0.65 $
0.47 $
0.55 $
3.27
3.5
2.43
2.29
2.84
1.99
0.81
1.01
$
$
$
$
$
$
$
$
Based on the records of our transfer agent, we had 15,650,504 shares of common stock issued and outstanding as of June 11, 2015.
Holders
Based on the records of our transfer agent, there were 22 stockholders of record of our common stock as of June 11, 2015 (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 the operation and expansion of our business. The
declaration of dividends, if any, will be subject to the discretion of our Board of Directors, who may consider such factors as our results of operations, financial
condition, capital needs and acquisition strategy, among others, in making its determination.
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, 2015.
ITEM 6.
SELECTED FINANCIAL DATA.
Not applicable.
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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 the fiscal years ended March 31, 2015 and
2014 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 (“$”, “U.S. 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, the currency of the PRC
(“Renminbi” or “RMB”) was translated into USD at various pertinent dates and for pertinent periods.
Overview
We currently operate in four business segments in China: (1) retail drugstores, (2) online pharmacy, (3) wholesale of products similar to those that we
carry in our pharmacies, and (4) farming and selling herbs used for traditional Chinese medicine (“TCM”).
Our drugstores offer customers a wide variety of pharmaceutical products, including prescription and over-the-counter (“OTC”) drugs, nutritional
supplements, 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 on site for consultation, examination and treatment of common ailments at
scheduled hours. We currently have 59 pharmacies in Hangzhou under the store brand of “Jiuzhou Grand Pharmacy.” During the year ended March 31, 2015,
we opened three new pharmacy and acquired eight pharmacies in Hangzhou.
We operate a wholesale business through Jiuxin Medicine distributing third-party pharmaceutical products (similar to those carried by our pharmacies)
primarily to trading companies throughout China. We also farm certain herbs used in TCM that we currently sell to a local vendor. Since May 2010, we have
also been selling certain OTC drugs and nutritional supplements online.
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 significant accounting policies and related
judgments and estimates used to prepare our financial statements are identified in Note 2 to our consolidated financial statements accompanying this
report. We have not made any material changes in the methodology used in our accounting policies.
46
Results of Operations
Comparison of years ended March 31, 2015 and 2014
The following table summarizes our results of operations for the years ended March 31, 2015 and 2014:
Revenues
Gross profit
Selling expenses
General and administrative expenses
Income (Loss) from operations
Other income (expense)
Impairment of long-lived assets
Impairment of agricultural inventory
Changes in fair value of purchase option derivative and warrants liability
Income tax expenses
Net income (loss) attributable to controlling interest
Net loss attributable to noncontrolling interest
Revenue
Years Ended March 31,
2015
2014
$
$
$
$
$
$
$
$
$
$
$
Amount
76,895,732
12,438,025
10,416,451
313,390
1,708,184
295,018
(1,053,765)
-
(36,411)
57,398
856,557
(930)
Percentage
of total
revenue
100.0% $
16.2% $
13.5% $
0.4% $
2.2% $
0.4% $
(1.4)% $
0.0% $
(0.0)% $
0.1% $
1.1% $
(0.0)%
Percentage
of total
revenue
100.0%
8.7%
20.7%
17.0%
(29.1)%
0.0%
(7.6)%
(1.2)%
(0.4)%
0.1%
(38.3)%
(0.0)%
Amount
66,154,587
5,727,486
13,688,771
11,268,857
(19,230,142)
(8,412)
(4,995,012)
(820,637)
(257,097)
44,870
(25,356,136)
(34)
Due to the expansion of our retail drugstores and online pharmacy business, revenue increased by $10,741,145 or 16.2% for the year ended March 31,
2015, as compared to the previous fiscal year, partially offset by a decrease in our wholesale business. The following table breaks down the revenue for our
four business segments for the years ended March 31, 2015 and 2014:
Years ended March 31,
2015
2014
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
$
$
48,799,736
14,879,397
63,679,133
13,216,599
-
76,895,732
63.5% $
19.4%
82.9%
40,096,781
7,560,135
47,656,916
60.6% $
11.4%
72.0%
8,702,955
7,319,262
16,022,217
17.1%
-%
100.0% $
18,497,671
-
66,154,587
28.0%
-%
100.0% $
(5,281,072)
-
10,741,145
21.7%
96.8%
33.6%
(28.5)%
N/A
16.2%
Retail drugstores sales, which accounted for approximately 63.5% of total revenue for the year ended March 31, 2015, increased by $8,702,955, or
21.7%, to $48,799,736. Same-store sales increased by approximately $8.0 million, or 21.2%, while our new stores contributed approximately $1.1 million in
revenue in the year ended March 31, 2015. The increase in same-store sales reflects the implementation of key drugstore operational strategies such as
promoting sales through our doctors and clinics, the stringent performance-based internal staff assessments that stimulate sales, the increased adaptability to
community demand, the experienced operational management in our stores, and the close cooperation with certain large vendors such as SANOFI. The reason
that our overall increase in our total revenue is in a less percent comparing to our same-store sales and contribution of our new stores was because all Shanghai
subsidiaries had canceled their SAIC registration. Although these stores were underperforming, they nevertheless contributed approximately $0.7 million in
revenue prior to their closures in the year ended March 31, 2014. Our store count increased to 59 as of December 31, 2015, from 48 stores as of March 31,
2014, as a net effect of opening three new stores in Hangzhou, and acquiring and relocating eight Sanhao stores.
Our online pharmacy sales increased by approximately $7,319,262, or 96.8% for the year ended March 31, 2015, as compared to the year ended
March 31, 2014. We carry our business either through certain e-commerce platforms such as Tmall and JD.com or via our own official online pharmacy
website. In the year ended March 31, 2015, we have expanded our cooperation with e-commerce platforms, including Taobao, JD.com and Amazon.com, by
posting and selling our products on their online platforms. Such arrangements have exposed our online presence to a wider consumer base. In addition, we have
spent considerable efforts identifying popular products that can drive sales, while maintaining our attention on cost. We have signed a service agreement with
Alipay (China) Internet Technology Ltd. ("Alipay") to launch an online payment service ("Alipay Service") for our customers. With over 300 million registered
users and over 200 partnering financial institutions, Alipay is China's dominant third-party online payment service provider which processes about 50% of
China's e-commerce transactions, including mobile payments. Our cooperation with Alipay gives us a great opportunity to get access to Alipay's registered
users who, like most Chinese consumers, are seeking more convenient pharmacy shopping experiences. Additionally, potential Chinese government’s
authorization on online sales of prescription drugs in late 2015 may increase online pharmacy sales in the future.
47
We have actively searched for new ways to grow our online sales. Starting from January 2015, we have strengthened our cooperation with certain
large insurance companies in China such as The People’s Insurance Company (Group) Of China Limited, to sell online products to their customers who have
health insurance with them. It is expected that commercial insurance will expand quickly in China, especially after the government has started controlling its
Social Health Insurance (“SHI”) budget. In March 2015, we signed an agreement to set up a joint venture, with a Pharmacy Benefit Management (“PBM”)
provider in China, which owns and operates Yikatong (the "E-Pharmacy-Card"), a popular pharmacy and health insurance benefit card with over 180,000
current users, who are customers insured with these large insurance companies. The joint venture agreement requires the PBM provider to direct the majority
of its online E-Pharmacy-Card transactions to our official online pharmacy site. We expect this cooperation will drive up our online sales and profit margin.
Wholesale revenue decreased by $5,281,072 or 28.5% primarily as a result of discontinuing volume-driven sales strategy and slow marketing progress
made by our new wholesale team since they took over in late 2013. At present, the majority of drug sales still occur at hospitals in China. As local hospitals had
stronger ties with their existing suppliers, during the year ended March 31, 2015, we had not been able to make significant progress. Until we can establish a
new customer base and are granted to serve as provincial or national exclusive sale agent for certain popular drugs, we do not expect our wholesale business to
expand in the immediate future.
In the years ended March 31, 2015 and 2014, we have not harvested and generated revenue from our farming business. We planted ginkgo and
maidenhair trees during the year ended March 31, 2013. A ginkgo tree may have a growth period of up to twenty years before it is mature enough to harvest.
Usually, the longer it grows, the more valuable it becomes. We plan to continue cultivating the trees in order to maximize their market value in the future.
During the year ended March 31, 2015, we did not plant any other herbs that were ready to be harvested as of March 31, 2015. We anticipate that we will
continue growing trees and start cultivating other herbs in the future.
Gross Profit
Gross profit increased by $6,710,539, or 117.2%, in the year ended March 31, 2015, primarily due to our ten-year anniversary promotional campaign
and discounted wholesale prices during the year ended March 31, 2014 while there were no such promotional campaign and discounted programs during the
year ended March 31, 2015. At the same time, gross margin increased from 8.7% to 16.2% primarily because we discounted prices for certain products in our
wholesale sector in the year ended March 31, 2014. The average gross margins for each of our four business segments are as follows:
Average gross margin
retail drugstores
online sales
wholesale business
farming business
48
Years ended
March 31,
2015
2014
$
$
$
$
19.5% $
14.1% $
6.2% $
N/A $
16.1%
13.5%
(10.7)%
N/A
Retail drugstores gross margin increased primarily due to the lack of certain promotion activities such as the promotional campaign commemorating
our ten-year anniversary and Shanghai store-close sales which occurred in the year ended March 31, 2014. Excluding such effects, the retail drugstores gross
margin actually decreased from fiscal 2014 to fiscal 2015 due to lower sale prices caused by strong market competition and the implementation of government
subsidies to all drugs sold at public hospitals in Zhejiang Province. The China Food and Drug Administration (the “CFDA”) continued to add more drugs into its
drug retail price controls list. Although most of our drug prices were already within the price limit as regulated by the government, we adjusted our prices from
time to time to maintain competitiveness in the market. Furthermore, since April 2014, local public hospitals in Zhejiang Province have been required to sell at
cost for all drugs listed in China’s “Essential Drug List”, which consists of the majority of drugs sold at hospitals, especially community hospitals. In turn, local
governments reimburse these hospitals with subsidies. Confronted with low or no profit margin sales and government subsidies to hospitals, we have to maintain
low profit margins in order to attract customers.
Gross margin of online pharmacy sales are usually lower than gross margin of drugs sold at physical drugstores. It also varies from time to time
depending on the products we carry. However, the gross margin of our online pharmacy sales are higher than our offline pharmacy sales due to the following
factors. We carry our business either through certain e-commerce platforms such as Tmall and JD.com or via our own official online pharmacy website. In
order to drive sales in competition for online customers on e-commerce platforms, we lowered our sale prices on these e-commerce platforms. In order to keep
our competitiveness and drive sales growth, we may keep low sales prices on these e-commerce platforms in the long run while keep watching on our bottom
line profit. On the other side, we have strengthened our cooperation with certain large insurance companies in China such as The People’s Insurance Company
(Group) Of China Limited, to sell online products to their insured customers. As these customers’ commercial insurances are usually the premium packages on
top of the customers’ National Basic Social Health Insurance (“SHI”), they tend to purchase premium health products having high profit margin. As a result,
our sale profit margins were driven up by the sales to these customers who have commercial insurances. As mentioned above, in March 2015, we signed an
agreement to set up a joint venture, with a PBM provider in China, which requires the PBM provider to direct the majority of its online E-Pharmacy-
Card transactions to our official online pharmacy site We expect this cooperation will drive up our online sales and profit margin.
Wholesale gross margin increased primarily due to discounted wholesale prices in the year ended March 31, 2014 while we did not offer such
discounted prices in the year ended March 31, 2015. Although we were actively marketing our products to major local hospitals and other pharmacies, we had
not been able to make significant progress. Until we are able to obtain provincial or national exclusive sale agent for certain popular drugs or have sales access
to large local hospitals, we may have to keep low profit margin in order to drive sales.
Selling and Marketing Expenses
Selling and marketing expenses decreased by $3,272,320, or 23.9%, during the year ended March 31, 2015, as compared to the previous fiscal
year. The reduction is primarily attributable to last year’s promotional activities such as product giveaways at cost of approximately $2.96 million to our
members to commemorate our ten-year anniversary and to foster our members’ loyalty. As a result, such expenses as a percentage of our revenue decreased
to 13.5% from 20.7% for the same period a year ago. We do not expect future sales and marketing expenses to deviate significantly from its current levels.
49
General and Administrative Expenses
General and administrative expenses decreased by $10,955,467, or 97.2%, during the year ended March 31, 2015, as compared to the previous fiscal
year. The decrease was a net effect of a reversal of approximately $5.4 million of reserve for advances to suppliers, which is due to collection of goods or cash
against the aged account during the year ended March 31, 2015 and a reversal of an approximately $2.2 million of reserve for accounts receivable, which is
attributable our continuing collection efforts in the year ended March 31, 2015, as compared to an approximately $4.4 million bad debt expense for advances to
customers and accounts receivable during the year ended March 31, 2014. Excluding such net effects, general and administrative expense increased by
approximately $1.0 million primarily related to our retail drugstore and online pharmacy expansion.
Impairment of Long-lived Assets
We recorded an impairment of long-lived assets of $1,053,765 for the obsolete fixed assets in Jiuyingtang, a health club which has been closed in the
year ended March 31, 2015. Such impairment was made after we estimated that the implied fair value of long-lived assets was lower than the carrying value.
We recorded an impairment of long-lived assets of $4,995,012 for the year ended March 31, 2014. Such impairment was made after we estimated that
the implied fair value of long-lived assets was lower than the carrying value. Accordingly, we fully impaired licenses and permits in the amount of $1,126,981,
impaired prepayment of lease use right in the amount of $2,481,792, impaired land and road improvement in the amount of $905,468, and impaired leasehold
improvements and immovable fixed assets in the amount of $480,771 in the year ended March 31, 2014.
Impairment of Agricultural Inventory
We recorded an impairment of agricultural inventory of $820,637 for the year ended March 31, 2014. Such impairment was made after we estimated
that the implied fair value of the Ginkgo trees planted in Qianhong Agriculture’s farmland was lower than the carrying value. Accordingly, we impaired
agricultural inventory in the amount of $820,637 during the year ended March 31, 2014. We had no further impairment in the year ended March 31, 2015.
Income (loss) from Operations
Income from operations increased by $20,938,326 during the year ended March 31, 2015, as compared to the previous fiscal year, resulting in an
operating income of $1,708,184 for the year ended March 31, 2015, as compared to an operating loss of $19,230,142 for the fiscal year ended March 31,
2014. Operating margin for the fiscal years ended March 31, 2015 and 2014 was 2.2% and (29.1)%, respectively.
Income Taxes
Income tax expense increased by $12,528 during the year ended March 31, 2015, as compared to the previous fiscal year, as a result of the decrease
in loss from Operation.
Net Income (loss)
As a result of the foregoing, net income increased by $26,211,798 in the year ended March 31, 2015 from net loss in the year ended March 31, 2014
period over period.
50
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 the year ended March 31, 2015, we collected certain aged accounts receivables from certain wholesale customers that we
ceased doing business with. 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 - 12 months
Over one year
Allowance for doubtful accounts
Total accounts receivable
Retail
drugstores
Online
Pharmacy
Drug
wholesale
Herb
farming
$
$
6,923,542 $
49,844
32,946
95,144
(176,418)
6,925,058 $
453,915 $
39,563
4,575
-
(8,347)
489,706 $
1,222,814 $
235,224
648,216
1,768,839
(2,052,114)
1,822,979 $
- $
-
-
633,939
(633,939)
- $
Total
amount
8,600,271
324,631
685,737
2,497,922
(2,870,818)
9,237,743
Accounts receivable from our retail drugstores business mainly consist of reimbursements from government health insurance bureaus and commercial
health insurance programs. In the year ended March 31, 2015, we wrote off an approximately $253,193 of uncollectible amounts from provincial and
Hangzhou City government insurance, as such amount has been determined by the health insurance bureaus to be unqualified for reimbursement.
Accounts receivable from our online pharmacy business mainly consist of collectible from third-party platforms such as Tmall and JD.com where we
sell products. Usually the third-party platforms will collect from customers ordering on their platforms and then reimburse us in ranging from several days to a
month after orders are placed.
Accounts receivable from our drug wholesale business and herb farming business consist of receivables from our customers such as pharmaceutical
distributors. Our drug wholesale business transitioned away from focusing on sales volume beginning in the second half of fiscal 2013, and it tightened its
customer credit policy and strengthened monitoring of uncollected receivables. In addition, the new management team came on board and started implemented
a stricter credit policy in August 2013. Furthermore, the new management team expended significant efforts in clearing outstanding balances with certain
customers and suppliers. In the year ended March 31, 2015, we were able to continually collect certain aged accounts. As a result, we reversed approximately
$2,160,255 in allowance.
Subsequent to March 31, 2015 and through May 31, 2015, we collected $5,243,673, in receivables relating to our drugstore business, $1,324,786
relating to our wholesale business, and $0 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 suppliers
1 - 3 months
4 - 6 months
7 - 12 months
Over one year
Allowance for doubtful accounts
Total advances to suppliers
Retail
drugstores
$
$
Online Pharmacy
- $
-
-
-
-
- $
- $
-
-
-
-
- $
51
Drug
wholesale
Herb
farming
4,774,827 $
-
3,454
1,164,585
(1,225,514)
4,717,352 $
Total
amount
4,774,827
-
3,454
1,164,585
(1,225,514)
4,717,352
- $
-
-
-
-
- $
Since the acquisition of Jiuxin Medicine, we have gradually transferred almost all logistics services of our retail drugstores to Jiuxin Medicine. Jiuzhou
Pharmacy only makes purchase on certain non-medical products such as sundry. As a result, our retail chain had little advances to suppliers as of March 31,
2015.
Advances to suppliers for our drug wholesale business consist of prepayments to our vendors such as pharmaceutical manufacturers and other
distributors. We typically receive products from vendors within three to nine months after making prepayments. We continuously monitor delivery from and
payments to our vendors while maintaining 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 then determines
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 reserve for amounts considered to be uncollectible. As previously discussed, Jiuxin Medicine
transitioned away from focusing on sales volume beginning in the second half of fiscal 2013, and since then we have tightened our customer credit policy and
strengthened monitoring of uncollected receivables. During the year ended March 31, 2015, we were able to continually collect and sold goods from certain
suppliers which we made advances to in the past. As a result, we reversed approximately $5,374,925 in allowance. In addition, the new management team
came on board and started implemented a stricter credit policy since August 2013. As a result, we do not expect a significant increase in bad debts going
forward.
Liquidity and capital resources
In summary, our cash flows for the periods indicated are as follows:
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by financing activities
Years ended
March 31,
2015
1,063,218 $
(4,358,250) $
2,868,247 $
2014
684,116
(2,113,041)
1,207,502
$
$
$
For the fiscal year ended March 31, 2015, net cash provided by operating activities amounted to $1,063,218, as opposed to net cash provided by
operating activities of $684,116 a year ago. The change in cash used in operating activities period over period is primarily attributable to an increase of
$26,211,798 in net income, and an increase of $2,281,982 provided by customer deposits, partially offset by increase in non-cash transaction adjustments of
$19,693,214, an increase of $5,622,205 used in accounts receivable, an increase of $1,126,981 in impairment of license and permit, an increase of $2,481,792 in
impairment of prepayment of lease use right, an increase of $2,597,175 used in advances to suppliers, and an increase of $1,210,506 used in other receivables.
For the fiscal year ended March 31, 2015, net cash used in investing activities amounted to $4,358,250 as opposed to net cash used in investing
activities of $2,113,041 a year ago. The increase of $2,245,208 was a result of the purchase of bank short-term financial assets of $1,307,200 (see Note 3) and
an increase in fixed assets purchase of $961,373 related to new store openings. In addition, we purchased Sanhao Pharmacy in October 2014 and recorded the
value of $1,585,118 for license as an intangible asset.
Net cash provided by financing activities was $2,868,248 for the fiscal year ended March 31, 2015, primarily from an increase in the repayment of
notes payable of $7,331,397, partially offset by a decrease in restricted cash of $4,910,148.
As of March 31, 2015, we had cash of approximately $4,023,581. Our total current assets as of March 31, 2015, were $42,286,622 and our total
current liabilities were $41,959,871, which resulted in a net working capital of $326,751.
52
Capital Resources
We believe that with our projected working capital for the next twelve months, we will be able to meet our obligations for the next twelve
months. However, if we are to acquire additional businesses or further expand our operations, we may need additional capital.
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:
Periods ending March 31,
2016
2017
2018
2019
2020
Thereafter
Total
Retail
drugstores
Online
pharmacy
Drug
wholesale
Herb farming
$
$
3,265,512 $
2,154,469
1,790,078
1,364,959
562,102
202,702
9,339,822 $
113,449 $
133,501
139,305
139,305
139,305
174,131
838,996 $
189,140 $
154,623
150,914
150,914
150,914
37,728
834,233 $
- $
-
-
-
-
-
- $
Total
Amount
3,568,101
2,442,593
2,080,297
1,655,178
852,321
414,561
11,013,051
53
Off-balance Sheet Arrangements
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:
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.
March 31,
2015
USD1: RMB
0.1634
March 31,
2014
USD1: RMB
0.1623
USD1: RMB
0.1625
USD1: RMB
0.1626
The Report of the Independent Registered Public Accounting Firm, and our Financial Statements and accompanying Notes to the Financial Statements
that are filed as part of the Report, are listed under “Item 15. Exhibits and Financial Statement Schedules” and are set forth beginning on page F-1 immediately
following the signature pages to this report.
54
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
Other than those previously reported in the Company’s current report on Form 8-K filed with the SEC on April 9, 2015, there were no reportable
events under this item during the past two fiscal years and the subsequent interim period.
ITEM 9A. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the
“Exchange Act”)), 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, 2015, 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, performed an evaluation of the effectiveness of our disclosure controls and procedures.
Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2015, our disclosure controls and
procedures were ineffective. 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 assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2015. In making this assessment, we used
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO) in the Internal Control-Integrated
Framework. We are responsible for establishing and maintaining adequate internal control over financial reporting. Based on our evaluation, management
concluded that our internal control over financial reporting was ineffective as of March 31, 2015 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 four (4) 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.
55
Management’s assessment of the control deficiency over accounting and finance personnel as of March 31, 2015 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 adequately 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 continues to be a material
weakness as of March 31, 2015, as our accounting staff continues to lack sufficient U.S. GAAP experience and requires further substantial training.
During the fiscal year ended March 31, 2014, we hired an outside financial consulting firm with qualified and experienced people to help us prepare
financial statements and related disclosures in compliance with US GAAP. In addition, we have hired additional accounting staff to help us prepare supporting
accounting documentation and information. We have also retained a financial advisor who monitors our corporate performance and provides financial advice to
us. During the fiscal year ended March 31, 2015, we continued to hire outside financial consultant to monitor the accounting reporting. 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, 2016, although there can be no assurance that compliance will be achieved in this time frame.
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, 2015, 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.
56
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
Zhimin Su (2) (3) (4)
Taihong Guo (2) (3) (4)
Genghua Gu (2) (3) (4)
Age(1)
50
39
42
38
64
64
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
November 30, 2012
January 1, 2013
March 28, 2014
(1)
(2)
(3)
(4)
As of the date of this report.
Member of the Audit Committee.
Member of the Compensation Committee.
Member of the Nominating Committee.
Biographical Information of Our Current Directors and Executive Officers
Lei Liu has served as our Chief Executive Officer and Chairman of our Board of Directors since September 17, 2009. Mr. Liu is one of the three
founders of Hangzhou Jiuzhou Grand Pharmacy Chain Co., Ltd. (“Jiuzhou Pharmacy”), Hangzhou Jiuzhou Clinic of Integrated Traditional and Western
Medicine (General Partnership) (“Jiuzhou Clinic”) and Hangzhou Jiuzhou Medical & Public Health Service Co., Ltd. (“Jiuzhou Service”) (Jiuzhou Pharmacy,
Jiuzhou Clinic and Jiuzhou Service, as well as the subsidiaries of Jiuzhou Pharmacy, collectively as “HJ Group”), and has been the executive director of Jiuzhou
Pharmacy since September 2003 and the supervising director of Jiuzhou Service since November 2005. From December 1997 to August 2003, Mr. Liu worked
in Tai He Drugstore as a general manager. 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 and CEO responsible for our vision and direction, Mr. Liu is invaluable to us and our Board of Directors.
Ming Zhao has served as our Chief Financial Officer since August 2011. 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. 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. 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 the three founders of HJ Group. Ms. Qi has served as our secretary since October 23, 2009, and is currently the general manager of
both Jiuzhou Pharmacy and Jiuzhou Service. From January 2000 to June 2003, Ms. Qi worked in Zhejiang Yikang Drugstoreas a general manager. 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 and secretary overseeing our day-to-day corporate operations, Ms. Qi is highly
qualified to serve on our Board of Directors.
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.
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 Qingchunbao 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 company 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 and working
knowledge of the Hangzhou FDA, as well as his considerable contacts within the pharmaceutical industry in Hangzhou.
57
Genghua Gu is a retired physician, professor and published scientific researcher in the field of stomatology. From 2003 to 2013, Dr. Gu was a
member of the Standing Committee of Zhejiang Province Political Consultative Conference. From 2000 to 2009, Dr. Gu was the Vice President of the
Women’s Hospital of Zhejiang University’s School of Medicine (the “School of Medicine”), where, in addition to being a chief physician, professor and
researcher, he was also in charge of logistics and financial control as part of the hospital’s management. From 1998 to 2000, Dr. Gu was the Vice President of
the Second Affiliate Hospital of the School of Medicine (the “Affiliate Hospital”), where, in addition to his medical, teaching and research duties, he was also in
charge of the hospital’s logistics. From 1995 to 1998, Dr. Gu served as the Deputy Magistrate with the Shuichang County Government in Zhejiang Province, in
charge of the county’s culture, education and hygiene programs. From 1988 to 1995, Dr. Gu was the Head of the Medical Department at the Affiliate Hospital
and was involved in planning and management of the medical department. Dr. Gu served as an oral surgeon from 1977 to 1988 at the Affiliate Hospital. Dr. Gu
graduated from Shanghai Jiaotong University’s School of Medicine, Department of Stomatology in 1977. The Board has determined that Dr. Gu should serve
as a director given his extensive medical and scientific research experience, as well as his government and hospital management and logistics experience.
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
To our knowledge, our directors and executive officers were not involved in any legal proceedings as described in Item 401(f) of Regulation S-K in the
past ten (10) years.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than ten percent (10%) of a registered class
of our equity securities (“Reporting Persons”), to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC. The Reporting Persons
are also required by SEC rules to furnish us with copies of Section 16(a) forms they file. Based upon a review of the filings made on their behalf during the
fiscal year ended march 31, 2014, as well as an examination of the SEC’s EDGAR system Form 3, 4, and 5 filings (including amendments to such forms) and
our records, we believe that, for the fiscal year ended March 31, 2015, our directors, executive officers and holders of ten percent (10%) or more of our
common stock complied with Section 16(a) filing requirements applicable to them except as follows: the Form 4s filed on November 25, 2014 by six of our
directors, executive officers and holders of ten percent or more of our common stock,, which reported certain shares and stock options granted under the
Company’s 2010 Equity Incentive Plan and were due on November 20, 2014, were not timely filed.
The Board of Directors and Committees
We seek directors with established strong professional reputations and experience in areas relevant to the strategy and operation 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 with the 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, Mr. Taihong Guo, and Dr. Genghua Gu, our Board of Directors has determined that each of
them is independent under Rule 5605(a)(2) of The NASDAQ Listing Rules.
58
Our Board of Directors has three (3) committees. During the fiscal year ended March 31, 2015, 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
6
1
4
1
Unanimous
written
consents
5
1
4
0
Our Audit Committee operates under a written charter, a copy of which is available on our website at http://www.chinajojodrugstores.com under the
tabs “Investor”–“Corporate Governance”–“Documents”, and is composed of our three (3) 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
that term is defined in the rules promulgated under the Securities Act and the Exchange Act, and has accordingly designated her as such. Our Board of
Directors has also appointed her 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 its independence and quality control procedures, as well as the
experience and qualifications of the audit personnel that are providing audit services to us;
● 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, a copy of which is available on our website at http://www.chinajojodrugstores.com
under the tabs “Investor”–“Corporate Governance”–“Documents”, and is made up of our three (3) independent directors. Taihong Guo is chairperson of the
committee. Our Compensation Committee oversees and, as appropriate, makes recommendations to the Board of Directors regarding the annual salaries and
other compensation of our executive officers and our employees, and other employee policies; it also provides assistance and recommendations with respect to
our compensation policies and practices.
Nominating Committee
Our Nominating Committee operates under a written charter, a copy of which is available on our website at http://www.chinajojodrugstores.com under
the tabs “Investor”–“Corporate Governance”–“Documents”, and is made up of our three (3) independent directors. Genghua Gu is chairperson of the
committee. Our Nominating Committee assists in the selection of director nominees, approves director nominations to be presented for stockholder approval at
our annual general meeting, fills any vacancies on our Board of Directors, considers any nominations of director candidates validly made by stockholders, and
reviews and considers developments in corporate governance practices.
Code of Ethics
The Company’s Code of Ethics, which applies to all officers, directors and employees, was adopted by the Board on March 15, 2010. The Code of
Ethics was filed as Exhibit 14 to the Company’s Current Report on Form 8-K filed with the SEC on March 23, 2010, a copy of which is available on our
website at http://www.chinajojodrugstores.com under the tabs “Investor”–“Corporate Governance”–“Documents”.
59
ITEM 11. EXECUTIVE COMPENSATION.
Summary of Executive Compensation
The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our principal executive
officer and principal financial officer during the last two (2) fiscal years. No other executive officer received compensation in excess of $100,000 during the
fiscal year ended March 31, 2015.
Summary Compensation Table
Name and Principal Position
Lei Liu,
CEO (2)(3)
Ming Zhao,
Current
CFO (4)
Fiscal Year
ended
March 31,
2014
2015
Salary
($)
32,460
32,703
Bonus
($)
-0-
-0-
Stock
Awards
($)(1)
153,600
302,400
2014
2015
88,000
88,000
-0-
-0-
57,600
113,400
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings
($)
All Other
Compensation
($)
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
Total
($)
186,060
335,103
-0-
-0-
-0-
-0-
145,600
201,400
(1)
(2)
(3)
(4)
Reflects the full fair value of stock issued during the applicable fiscal year for financial statement reporting purposes.
Salary as reported is based on interbank exchange rate of RMB 6.1538 to $1.00 on March 31, 2015, and RMB 6.1614 to $1.00 on March 31, 2014.
Mr. Liu’s compensation under “Stock Awards” for the fiscal year ended March 31, 2015, comes from the restricted stock award granted to him on
November 18, 2014 under the China Jo-Jo Drugstores, Inc. 2010 Equity Incentive Plan” (the “Plan”).
Mr. Zhao’s compensation under “Stock Awards” includes 60,000 shares issued to him during the fiscal year ended March 31, 2015, under the Plan.
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. The term of the employment was extended verbally for another two (2)
years with an amended annual compensation of $88,000 starting from October 2012. The term of the employment was extended verbally for another one (1)
years with an amended annual compensation of $88,000 starting from October 2014. 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 $5,000,000. During his employment, Mr. Zhao is subject to certain restrictive
covenants, including (i) prohibition against engaging in any work that competes with us and our business and soliciting our customers, potential customers and
employees, and (ii) requirement to maintain our confidential information.
Mr. Zhao’s employment agreement terminates upon his death or disability. If Mr. Zhao is unable to perform his duties for 60 days during any 12 month
period, we may terminate the employment agreement upon 30-day written notice. We may also terminate the employment agreement for cause, upon notice if
at any time Mr. Zhao commits (a) fraudulent, unlawful or grossly negligent conduct in connection with his employment duties; (b) willful misconduct; (c) willful
and continued failure to perform his duties; (d) any felony or any crime involving moral turpitude; (e) any violation of any of our material policies; or (f) any
material breach of any written agreement with us. Mr. Zhao may terminate his employment agreement immediately upon written notice if we breach our
agreement with him.
60
Outstanding Equity Awards at Fiscal Year Ended March 31, 2015
Option Awards
Stock Awards
Equity incentive
plan awards:
number of
securities
underlying
unexercised
options
unexercisable
Equity
incentive
plan awards:
number of
securities
underlying
unexercised
unearned
options
Number of
securities
underlying
unexercised
options
exercisable
Option
exercise
price ($)
-
-
-
-
-
-
180,000
125,000
30,000
2.50
2.50
2.50
Number
of shares
or units
of stock
that have
not vested
Market
value of
shares or
units of
stock that
have not
vested ($)
Equity
incentive plan
awards:
number of
unearned
shares, units
or other rights
that have not
vested
Equity
incentive
plan awards:
market or
payout
value of
unearned
shares, units
or other rights
that have not
vested ($)
-
-
-
-
-
-
- $
- $
- $
-
-
-
Option
expiration
date
Nov.18,
2022-
Nov.18,
2022-
Nov.18,
2022-
Name
Lei Liu (1)
Ming Zhao (1)
Li Qi (1)
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
Weighted-
average
exercise price
of outstanding
options,
warrants and
rights
967,000
-
967,000
2.50
-
2.50
Number of
securities
remaining
available
for future
issuance
under equity
compensation
plans
2,290,798
-
2,290,798
Discussion of Summary Compensation and Grants of Plan-based Awards Tables
A summary of certain material terms of our existing compensation plans and arrangements is set forth below.
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 (2) “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, 2015, there were 901,103 shares of our common stock remaining available for future issuance under the Plan.
61
Director Compensation
The following table provides compensation information for our directors during the fiscal year ended March 31, 2015:
Director Compensation Table
Fiscal
Year
ended
March 31,
2015
2015
2015
2015
2015
Fees
Earned
or Paid in
Cash
($)
32,703
22,350
13,000
6,000
6,000
Stock
Awards
($)(1)
-302,400-
-189,000-
-18,900-
-18,900-
-18,900-
Non-Equity
Incentive
Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings
($)
Option
Awards
($)
All Other
Compensation
($)
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
-0-
Total
($)
335,103
211,350
31,900
24,900
24,900
Name
Lei Liu (2)
Li Qi (2)
Zhimin Su
Taihong Guo
Genghua Gu
(1)
(2)
Reflects dollar amount expensed by the Company during the applicable fiscal year for financial statement reporting purposes.
Compensation is reflected in the Summary Compensation Table on page 49 above.
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 some of our directors 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.
Agreement with Genghua Gu
On December 9, 2013, we entered into an agreement with Dr. Gu 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.
62
ITEM 12. SECURITY OWNERSHIP OF CERTAIN B ENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding our common stock beneficially owned on June 9, 2015, for (i) each stockholder known to
be the beneficial owner of five percent (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)
Zhimin Su (5)
Taihong Guo (6)
Genghua Gu (7)
All directors and executive officers as a group (6 persons)
5% Shareholders: (1)
Super Marvel Limited (4)
Chong’an Jin (4)
Number of
Shares
beneficially
owned (2)
Percentage of
class
beneficially
owned (3)
6,991,482
159,000
6,249,000
20,000
20,000
20,000
7,429,482
6,030,000
6,049,000
44.7%
1.0%
40.0%
*%
*%
*%
47.5%
38.5%
38.6%
* Less than 1%.
(1)
Unless otherwise noted, the address for each of the named beneficial owners is: 1st Floor, Yuzheng Plaza, No. 76, Yuhuangshan Road, Hangzhou,
Zhejiang Province, China, 310002.
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.
Unless otherwise noted, the number and percentage of outstanding shares of common stock is based upon 15,650,504 shares outstanding as of June 11,
2015.
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 Lei Liu (39%), Li Qi (30%) and Chong’an Jin (31%). They are also its directors. As such, they are deemed to have
or share investment control over Super Marvel’s portfolio. According to Rule 13d-5, when two or more persons agree to act together for the purpose
of acquiring, holding, voting or disposing of equity securities of an issuer, the group formed thereby shall be deemed to have acquired beneficial
ownership, for purposes of sections 13(d) and (g) of the Exchange Act, as of the date of such agreement, of all equity securities of that issuer
beneficially owned by any such persons. As a result, 6,030,000 shares of common stock held by Super Marvel reported herein as beneficially owned
by each of Mr. Liu, Ms. Qi and Mr. Jin, which they in turn own indirectly through their respective ownership of Super Marvel.
Ms. Su’s address is: 3601B The Center, Changle Road, Xuhui District, Shanghai, China.
Mr. Guo’s address is: 7th Floor, Qingchunbao Group, No. 555 Xixi Road, Hangzhou, China.
Dr. Gu’s address is: No.1, Xueshi Road, Hangzhou, China.
(2)
(3)
(4)
(5)
(6)
(7)
63
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 Mr. Lei Liu, Mr. Li Qi
and Mr. Chong’an Jin (the “Key Personnel”), two (2) of whom also hold positions as our executive officers and/or directors. Because the Key Personnel 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 the
Key Personnel. However, see “ Risk Factors - Risks Related to Our Corporate Structure - Our contractual arrangements with HJ Group and the Key
Personnel 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.”
Other Related Party Transactions
Due to Key Personnel (1):
Due to director (2):
Total
March 31,
2015
March 31,
2014
$
$
576,818 $
2,152,922
2,729,740 $
576,818
1,807,476
2,384,294
(1)
(2)
As of March 31, 2015 and 2014, amount due to Key Personnel represents contributions from the Key Personnel to Jiuxin Management to enable Jiuxin
Management to meet its approved PRC registered capital requirements. Such contributions are to be returned to the directors upon demand.
Mr. Lei Liu lent approximately $600,000 to purchase a land use right. The Company leases Mr. Lei Liu’s houses for operation in the amount of
approximately $97,500 in rent accrued to Mr. Lei Liu. In addition, Mr. Lei Liu personally lent to the Company to facilitate its payments of professional
fees in the United States due to the restriction on currency conversion between Renminbi and U.S. Dollars and for working capital.
We also lease a retail space from Mr. Liu under long-term operating lease agreements, which is valid until September 2015. For the fiscal years ended
March 31, 2015 and 2014, $268,230 and $0 was paid to Mr. Liu for such leases, respectively.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
Our current principal independent auditor is BDO China Shu Lun Pan Certified Public Accountants LLP ("BDO China")whom we engaged on April 7,
2015. Friedman LLP (“Friedman”) was our auditor till dismissed on April 7, 2015, The following table shows the fees for audit and other services provided by
BDO China and Friedman in relation to our 2015 and 2014 fiscal years:
Audit Fees (1)
Audit-Related Fees (2)
Tax Fees (3)
All Other Fees (4)
Total
For the Fiscal Years ended
March 31,
2015
2014
$
$
200,000 $
10,000
-
-
210,000 $
240,000
10,000
-
-
250,000
(1)
(2)
(3)
(4)
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.
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.”
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.
All Other Fees: This category consists of fees for other miscellaneous items.
Pre-Approval Policies and Procedures of the Audit Committee
The Audit Committee approves the engagement of our independent auditors and is also required to pre-approve all audit and non-audit
expenses. Prior to engaging its accountants to perform particular services, the Audit Committee obtains an estimate for the service to be performed. All of the
services described above were approved by the Audit Committee in accordance with its procedure.
64
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(1) Financial Statements
PART IV
The following consolidated financial statements for the years ended March 31, 2014 and 2013 are included in Part II, Item 8 of this Report:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets at March 31, 2015 and 2014
Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended March 31, 2015 and 2014
Consolidated Statements of Stockholders’ Equity for the Years Ended March 31, 2015 and 2014
Consolidated Statements of Cash Flows for the Years Ended March 31, 2015 and 2014
Notes to Consolidated Financial Statements
F-1
F-2
F-3
F-4
F-5
F-6
(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
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)
65
Exhibit
Number
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
10.29
10.30
10.31
10.32
10.33
10.34
10.35
10.36
10.37
10.38
10.39
14.1
16.1
21.1
23.1
23.2
31.1
31.2
32.1
99.1
Description
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 (10)
Operating Agreement between Jiuxin Management and Jiuying Pharmacy dated May 15, 2012 (10)
Voting Rights Proxy Agreement between Jiuxin Management and Jiuying Pharmacy dated May 15, 2012 (10)
Equity Pledge Agreement between Jiuxin Management and Jiuying Pharmacy dated May 15, 2012 (10)
Option Agreement between Jiuxin Management and Jiuying Pharmacy dated May 15, 2012 (10)
Director Offer Letter with Zhimin Su dated November 30, 2012 (11)
Director Offer Letter with Taihong Guo dated January 1, 2013 (12)
Director Offer Letter with Genghua Gu dated December 9, 2013 (13)
Office Lease dated December 18, 2013 (14)
Acquisition Agreement between Jiuzhou Pharmacy and Sanhao Pharmacy dated October 9, 2014 (15)
Form of the Restricted Stock Award Agreement (16)
Form of the Non-statutory Stock Option Agreement (16)
Code of Business Conduct and Ethics (5)
Letter from Friedman LLP, dated April 7, 2015 (17)
List of Subsidiaries *
Consent of Independent Publicly Registered Accounting Firm, BDO China Shu Lun Pan Certified Public Accountants LLP*
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 and 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)
99.2
101.INS
101.SCH
101.CAL
101.DEF
101.LAB
101.PRE
Security Deposit Agreement between the Qianhong Local Government and Jiuzhou Pharmacy dated February 27, 2010 (7)
XBRL Instance Document
XBRL Taxonomy Extension Scheme Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
*
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
Filed herewith
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 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
Incorporated by reference from the registrant’s Current Report on Form 8-K filed on December 12, 2013
Incorporated by reference from the registrant’s Current Report on Form 10-K filed on June 27, 2014
Incorporated by reference from the registrant’s Current Report on Form 10-Q filed on November 13, 2014
Incorporated by reference from the registrant’s Current Report on Form 8-K filed on November 24, 2014
Incorporated by reference from the registrant’s Current Report on Form 8-K filed on April 9, 2015
66
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
Date : June 29, 2015
Date : June 29, 2015
CHINA JO-JO DRUGSTORES, INC.
(Registrant)
By:
By:
/s/ Lei Liu
Lei Liu
Chief Executive Officer
(Principal Executive Officer)
/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/ Zhimin Su
Zhimin Su
/s/ Taihong Guo
Taihong Guo
/s/ Genghua Gu
Genghua Gu
Title
Date
Chief Executive Officer and Director
June 29, 2015
Chief Financial Officer
June 29, 2015
Secretary and Director
June 29, 2015
Director
Director
Director
67
June 29, 2015
June 29, 2015
June 29, 2015
REPORT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
Board of Directors
China Jo-Jo Drugstores, Inc.
We have audited the accompanying consolidated balance sheet of China Jo-Jo Drugstores, Inc. as of March 31, 2015 and the related consolidated statements
of operations and comprehensive loss, shareholders’ equity, and cash flows for the year then ended. 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 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 audit 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 China Jo-Jo Drugstores,
Inc. at March 31, 2015, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted
in the United States of America.
/s/ BDO China Shu Lun Pan Certified Accountants LLP
Shanghai, People’s Republic of China
June 29, 2015
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
China Jo-Jo Drugstores, Inc. and subsidiaries
We have audited the accompanying consolidated balance sheet of China Jo-Jo Drugstores, Inc. and subsidiaries (the “Company”) as of March 31, 2014, and
the related consolidated statements of operations and comprehensive loss, changes in equity, and cash flows for the year ended March 31, 2014. 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 audit.
We conducted our audit 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 audit 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 audit provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the China Jo-Jo Drugstores, Inc. as of
March 31, 2014, and the results of its operations and its cash flows for the year ended March 31, 2014 in conformity with accounting principles generally
accepted in the United States of America.
/s/ Friedman LLP
New York, New York
June 27, 2014
1700 BROADWAY, NEW YORK 10019 T 212.842.7000 F 212.842.7001 WWW.FRIEDMANLLP.COM
OFFICES IN NEW YORK CITY | NEW JERSEY | LONG ISLAND AND AN INDEPENDENT MEMBER FIRM OF DFK WITH OFFICES WORLDWIDE
F-2
CHINA JO-JO DRUGSTORES, INC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
A S S E T S
CURRENT ASSETS
Cash
Restricted cash
Financial assets available for sale
Notes receivable
Trade accounts receivable, net
Inventories
Other receivables, net
Advances to suppliers, net
Other current assets
Total current assets
PROPERTY AND EQUIPMENT, net
OTHER ASSETS
Farmland 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
Short-term loan payable
Accounts payable, trade
Notes payable
Other payables
Other payables - related parties
Loan from third parties
Customer deposits
Taxes payable
Accrued liabilities
Total current liabilities
Purchase option and warrant 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, 2015 and
2014
Common stock; $0.001 par value; 250,000,000 shares authorized; 15,650,504 and 14,416,022 shares issued and
outstanding as of March 31, 2015 and 2014
Additional paid-in capital
Statutory reserves
Accumulated deficit
Accumulated other comprehensive income
Total stockholders' equity
Noncontrolling interests
Total equity
March 31,
March 31,
2015
2014
$
4,023,581 $
8,992,101
1,307,200
138,952
9,237,743
10,538,591
1,130,264
4,717,352
2,200,838
42,286,622
4,445,276
3,114,543
-
6,734,536
7,047,397
149,546
4,577,194
1,663,102
27,731,594
7,056,781
9,412,688
1,704,359
2,584,025
2,734,798
3,142,003
10,165,185
1,371,735
2,786,437
3,036,930
1,569,443
8,764,545
$
59,508,588 $
45,908,827
$
32,680 $
15,915,915
15,752,969
2,931,869
2,729,740
-
3,759,050
328,111
509,537
41,959,871
162,300
14,554,726
7,820,718
1,282,211
2,384,294
294,042
3,185,885
373,501
1,208,242
31,265,919
315,327
42,275,198
278,916
31,544,835
-
-
15,651
19,301,233
1,309,109
(7,404,210)
3,972,543
17,194,326
14,416
17,355,555
1,309,109
(8,260,767)
3,905,136
14,323,449
39,064
17,233,390
40,543
14,363,992
Total liabilities and stockholders' equity
$
59,508,588 $
45,908,827
The accompanying notes are an integral part of these consolidated financial statements.
F-3
CHINA JO-JO DRUGSTORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
REVENUES, NET
COST OF GOODS SOLD
GROSS PROFIT
SELLING EXPENSES
GENERAL AND ADMINISTRATIVE EXPENSES
TOTAL OPERATING EXPENSES
INCOME (LOSS) FROM OPERATIONS
OTHER (EXPENSE) INCOME, NET
IMPAIRMENT OF GOODWILL
IMPAIRMENT OF LONG-LIVED ASSETS
IMPAIRMENT OF AGRICULTURAL INVENTORY
CHANGE IN FAIR VALUE OF PURCHASE OPTION AND WARRANTS LIABILITY
INCOME (LOSS) BEFORE INCOME TAXES
PROVISION FOR INCOME TAXES
NET INCOME (LOSS)
ADD: NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST
NET INCOME (LOSS) ATTRIBUTABLE TO CHINA JO-JO DRUGSTORES, INC.
NET INCOME (LOSS)
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustments
COMPREHENSIVE INCOME (LOSS)
Less: Comprehensive income (loss) attributable to noncontrolling interest
For the years ended
March 31,
2015
76,895,732 $
2014
66,154,587
$
64,457,707
60,427,101
12,438,025
5,727,486
10,416,451
313,390
10,729,841
13,688,771
11,268,857
24,957,628
1,708,184
(19,230,142)
295,018
-
(1,053,765)
(36,411)
(8,412)
-
(4,995,012)
(820,637)
(257,097)
913,026
(25,311,300)
57,398
44,870
855,628
(25,356,170)
929
34
856,557 $
(25,356,136)
855,628 $
(25,356,170)
66,857
784,184
922,485
(24,571,986)
(1,479)
(668)
$
$
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO CHINA JO-JO DRUGSTORES, INC.
$
921,006 $
(24,572,654)
WEIGHTED AVERAGE NUMBER OF SHARES:
Basic
Diluted
EARNINGS (LOSS) PER SHARES:
Basic
Diluted
14,960,522
15,156,423
13,880,190
13,880,190
$
$
0.06 $
0.06 $
(1.83)
(1.83)
The accompanying notes are an integral part of these consolidated financial statements.
F-4
CHINA JO-JO DRUGSTORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Common Stock
Retained Earnings
Number of
shares
13,609,002
807,020
Amount
13,609
807
Paid-in
capital
16,609,747
746,621
(813)
Statutory
reserves
Unrestricted
17,095,369
1,309,109
(25,356,136)
14,416,022 $
14,416
17,355,555
1,309,109
(8,260,767)
Accumulated
other
comprehensive Noncontrolling
income/(loss)
3,121,654
interest
Total
(1,879) $ 38,147,609
747,428
(25,356,170)
39,837
1,104
(34)
39,837
1,917
783,482
3,905,136
702
784,184
40,543 $ 14,363,992
BALANCE, March 31, 2013
Stock based compensation
Net loss
Start-up of Shouantang Health
Closing of Shanghai Zhongxin
Foreign currency translation
gain
BALANCE, March 31, 2014
Stock based compensation
Net income
Issuance of common stocks in
exchange of debts
Foreign currency translation
gain (loss)
BALANCE, March 31, 2015.
615,000
615
1,003,872
856,557
(929)
619,482
620
941,806
-
1,004,487
855,628
942,426
15,650,504 $
15,651
19,301,233
1,309,109
(7,404,210)
67,407
3,972,543
(550)
66,857
39,064 $ 17,233,390
The accompanying notes are an integral part of these consolidated financial statements.
F-5
CHINA JO-JO DRUGSTORES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Bad debt direct write-off and provision
Depreciation and amortization
Inventory reserve and write-off
Agricultural inventory impairment
Leasehold improvement and fixed assets impairment
Impairment of intangible - license and permit
Impairment of prepayment of lease use right
Impairment of land and road improvement
Leasehold improvement write-off
Stock compensation
Change in fair value of purchase option derivative liability
Change in operating assets:
Accounts receivable, trade
Notes receivable
Inventories and biological assets
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 provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in financial assets available for sale
Acquisition of equipment
Acquisition of land use right
Increase in intangible assets-acquisition of Sanhao Pharmacy
Additions to leasehold improvements
Net cash (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term bank loan
Repayment of short-term bank loan
Repayment of (Proceeds from) third parties loan
Change in restricted cash
Proceeds from notes payable
Repayment of notes payable
Changes in other payables-related parties
Net cash provided by financing activities
EFFECT OF EXCHANGE RATE ON CASH
(DECREASE) IN CASH
CASH, beginning of year
CASH, end of year
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest
Cash paid for income taxes
Issuance of common stocks in exchange of debts
Non-cash financing activities
Transfer from construction-in-progress to leasehold improvement
Goods receipts against accounts receivables and offset
For the year ended
March 31,
2015
2014
$
855,628 $
(25,356,170)
(7,461,802)
2,820,489
(775,660)
-
1,053,765
-
-
-
-
1,004,487
36,411
(410,498)
(138,187)
(2,970,350)
(920,961)
5,266,390
(523,585)
220,079
320,938
1,255,589
929,608
548,534
(47,657)
1,063,218
(1,307,200)
(1,283,997)
-
(1,585,118)
(189,135)
(4,365,450)
32,500
(162,500)
(294,405)
(5,824,192)
28,169,765
(20,333,918)
1,280,997
2,868,247
4,387,765
3,234,169
1,776,067
820,637
480,771
1,126,981
2,481,792
905,468
145,040
748,907
263,307
5,211,707
-
(2,272,013)
289,545
7,863,565
(420,126)
24,499
16,026
524,778
169,752
(1,733,448)
(4,903)
684,116
-
(322,624)
(1,585,139)
-
(205,278)
(2,113,041)
162,600
-
294,586
(914,044)
8,209,154
(7,704,703)
1,159,909
1,207,502
12,290
142,605
(421,695)
(78,818)
4,445,276
4,524,094
$
4,023,581 $
4,445,276
$
$
$
$
$
56,366 $
65,567 $
941,613 $
8,764
39,754
-
- $
- $
111,890
5,394,919
The accompanying notes are an integral part of these consolidated financial statements.
F-6
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) are, 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, both online and offline and wholesale distributor of pharmaceutical and other healthcare products in the People’s Republic of China
(“China” or the “PRC”). The Company’s offline 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.
The Company’s offline retail business also includes four 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. On December 18, 2013, Jiuzhou Service established, and held 51% of, Hangzhou Shouantang Health Management Co., Ltd.
(“Shouantang Health”), a PRC company licensed to sell health care products. Shouantang Health was closed in April 2015.
The Company’s online pharmacy license remains with Jiuzhou Pharmacy and its online retail pharmacy business is primarily conducted through Zhejiang
Quannuo Internet Technology Co., Ltd. (“Quannuo Technology”), which provides technical, sales and logistic supports.
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”).
F-7
The accompanying consolidated financial statements reflect the activities of the Company and each of the following entities:
Entity Name
Renovation HK
Background
● Incorporated in Hong Kong SAR on September 2, 2008
Jiuxin Management
● Established in the PRC on October 14, 2008
Ownership
100%
100%
● Deemed a wholly foreign owned enterprise (“WFOE”) under PRC law
● Registered capital of $4.5 million fully paid
Shouantang Technology
● Established in the PRC on July 16, 2010 by Renovation with registered
100%
capital of $20 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
Qianhong Agriculture
● Established in the PRC on August 10, 2010 by Jiuxin Management
100%
● Registered capital of RMB 10 million fully paid
● Carries out cultivation of TCM herbal plants
Quannuo Technology
● Established in the PRC on July 7, 2009
100%
● 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
Hangzhou Quannuo
● Established in the PRC on July 8, 2010 by Quannuo Technology
100%
● Registered capital of RMB 800,000 fully paid
● Cancelled its business registration in April 2015
F-8
Jiuzhou Pharmacy (1)
● Established in the PRC on September 9, 2003
VIE by contractual arrangements (2)
● Registered capital of RMB 5 million fully paid
● Operates the “Jiuzhou Grand Pharmacy” stores in Hangzhou including the
eight stores of Sanhao Grand Pharmacy Chain Co., Ltd. Jiuzhou Pharmacy
acquired in October 2014 which operate under “Jiuzhou Grand Pharmacy”
after the acquisition
Jiuzhou Clinic (1)
● Established in the PRC as a general partnership on October 10, 2003
VIE by contractual arrangements (2)
Jiuzhou Service (1)
● Established in the PRC on November 2, 2005
VIE by contractual arrangements (2)
● Operates a medical clinic adjacent to one of Jiuzhou Pharmacy’s stores
● Registered capital of RMB 500,000 fully paid
● Operates a medical clinic adjacent to one of Jiuzhou Pharmacy’s stores
Jiuxin Medicine
● 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
VIE by contractual arrangements as a
wholly-owned subsidiary of Jiuzhou
Pharmacy (2)
Jiutong Medical
● Established in the PRC on December 20, 2011 by Renovation Registered
100%
capital of $2.6 million fully paid
● Currently has no operation
Shouantang Health
● Established in the PRC on December 18, 2013 by Jiuzhou Service
VIE by contractual arrangements as a
controlled entity of Jiuzhou Service (2)
● Registered capital of RMB 500,000 fully paid
● 51% held by Jiuzhou Service
● Closed in April 2015
Shouantang Bio
● Established in the PRC in October, 2014 by Shouantang Technology
100%
● 100% held by Shouantang Technology
● Sells nutritional supplements under its own brand name
(1)
(2)
Jiuzhou Pharmacy, Jiuzhou Clinic and Jiuzhou Service have been under the common control of the three shareholders ofRenovation (the “Owners”)
since their respective establishment dates, pursuant to agreements among 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. Operationally,
the Owners have operated these three companies in conjunction with one another since each company’s respective establishment date. Jiuxin Medicine
is also deemed under the common control of the Owners as a subsidiary of Jiuzhou Pharmacy, as is Shouantang Health as a subsidiary of Jiuzhou
Service.
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 one subsidiary 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
subsidiary under the control of Jiuzhou Pharmacy (Shouantang Health), are consolidated into the financial statements of the Company.
F-9
Note 2 – 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”), 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.
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.
Based on our evaluation of the VIEs, we are the primary beneficiary of their risks and rewards; therefore, we consolidate the VIEs for financial reporting
purposes.
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, and Jiuzhou Service was in substance controlled on its establishment date of September 9, 2003, October 10, 2003, and
November 2, 2005, 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 other factors, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely
affected by changes in the political, regulatory and social conditions in the PRC, and by changes in governmental policies or interpretations with respect to laws
and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. Although the
Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and
structure disclosed in Note 1, this may not be indicative of future results.
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.
F-10
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 warranty 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.
Fair value measurements
Accounting Standards Codification Topic (ASC) 820-10, Fair Value Accounting (ASC 820), provides a common definition of fair value and establishes a
framework to make the measurement of fair value in U.S. GAAP more consistent and comparable. This guidance also requires expanded disclosures to
provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and
the effect of fair value measures on earnings. Fair value is defined as the amount that would be received for selling an asset or paid to transfer a liability in an
orderly transaction between market participants and requires that assets and liabilities carried at fair value be classified and disclosed in the following three
categories:
● Level 1-Quoted prices for identical instruments in active markets.
● Level 2-Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-
derived valuations in which all significant inputs and significant value drivers are observable in active markets.
● Level 3-Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The Company's financial assets and liabilities, which include financial instruments as defined by ASC 820, include cash and cash equivalents, accounts
receivable, accounts payable, long-term debt and derivatives. The carrying amounts of cash and cash equivalents, Financial assets available for sales, accounts
receivable, notes receivables, notes payable and accounts payable are a reasonable approximation of fair value due to the short maturities of these instruments.
The carrying amount of long term debt approximates fair value based on borrowing rates currently available to the Company. The carrying amount of the
Company's derivative instruments is recorded at fair value and is determined based on observable inputs that are corroborated by market data (Level 2). As of
March 31, 2015 and March 31, 2014, the fair values of our derivative instruments that were carried at fair value.
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. Sales of drugs reimbursed by the local government medical insurance agency and receivables from the agency are recognized when a customer
pays for the drugs at a store. Based on historical experience, a reserve for potential loss from denial of reimbursement on certain unqualified drugs was made
to the receivables from the government agency.
Revenue from medical services is recognized after the service has been rendered to the customer.
Revenue from online pharmacy sales is recognized when merchandise is delivered to customers. While most deliveries take one day, certain deliveries may
take longer depending on the customer’s location. Any loss caused in the shipment will be reimbursed by the courier company. A proper sales discount is made
to account for the potential loss from returns. Historically, sales returns have been minimal.
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 banks 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.
F-11
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.
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 that are determined to be
uncollectable after confirming with the appropriate bureau or program each month. Additionally, the Company also makes an estimated reserve on related
outstanding accounts receivable based on historical trends.
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 their cost, which includes direct costs such as seed selection, fertilizer, and labor costs that are spent in growing herbs on the leased
farmland, and indirect costs such as amortization of farmland development cost. All the costs are accumulated until the time of harvest and then allocated to
harvested herbs costs 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. The Company provides a reserve for estimated inventory obsolescence or excess quantities on hand equal to the
difference between the cost of the inventory and its estimated realizable value.
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
3-5 years
3-5 years
35 years
Maintenance, repairs and minor renewals are charged to expense as incurred. Major additions and betterment to property and equipment are capitalized.
Intangibles
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:
Land use right
Software
Estimated Useful Life
50 years
3 years
The Company evaluates intangible assets for impairment whenever events or changes in circumstances indicate that the assets might be impaired.
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. There were $1,053,765 fixed assets impaired in the year ended March 31, 2015 (See Note 6).
F-12
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 payable. 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 accounting standards clarify the accounting and disclosure requirements 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 were incurred during the years ended March 31, 2015 and 2014.
Since its inception, all of the tax returns of the Company have been and remain 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 net
of payments in the accompanying financial statements.
Stock based compensation
The Company follows the provisions of ASC 718, “Compensation — Stock Compensation,” which establishes accounting for non-employee and employee
stock-based awards. Under the provisions of ASC 718, the fair value of stock issued is used to measure the fair value of services received as the Company
believes such approach is a more reliable method of measuring the fair value of the services. For non-employee stock-based awards, fair value is measured
based on the value of the Company’s common stock on the date that the commitment for performance by the counterparty has been reached or the
counterparty’s performance is complete. The fair value of the equity instrument is calculated and then recognized as compensation expense over the requisite
performance period. For employee stock-based awards, share-based compensation cost is measured at the grant date based on the fair value of the award and
is recognized as expense with graded vesting on a straight–line basis over the requisite service period for the entire award.
Advertising and promotion costs
Advertising and promotion costs are expensed as incurred, and amounted to $412,535 and $4,637,276 for years ended March 31, 2015 and 2014, respectively.
Such costs consist primarily of print and promotional materials such as flyers to local communities.
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.
F-13
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 operations 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, 2015 and 2014 were translated at 1 RMB to $0.1634 USD and at 1 RMB to $0.1623
USD, respectively. The average translation rates applied to income and cash flow statement amounts for the years ended March 31, 2014 and 2013 were at 1
RMB to $0.1625 USD and at 1 RMB to $0.1626 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, 2015 and 2014, the Company had deposits totaling $12,563,579 and $7,204,626
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, 2015, two vendors collectively accounted for 28% of the Company’s total purchases and no supplier accounted for more
than 10% of total advances to suppliers. For the fiscal year ended March 31, 2014, one vendor accounted for 11% of the Company’s total purchases and
another vendor accounted for more than 10% of total advances to suppliers.
For the fiscal year ended March 31, 2015, no customer accounted for more than 10% of the Company’s total sales and more than 10% of total accounts
receivable. For the fiscal year ended March 31, 2014, no customer accounted for more than 10% of the Company’s total sales and one customer accounted for
28% of total accounts receivable.
Non-controlling interest
As of March 31, 2015, Wang Yi, an individual, owned 49% of the equity interests of Shouantang Health, which was not under the Company’s control. In April
2015, Shouantang Health was closed.
Recent Accounting Pronouncements
In April 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial
Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an
Entity ("ASU No. 2014-08"). Under ASU No. 2014-08, only disposals representing a strategic shift in operations should be presented as discontinued
operations. ASU No. 2014-08 also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not
qualify for discontinued operations reporting. The amendments in ASU No. 2014-08 are effective in the first quarter of 2015 for public business entities with
annual periods beginning on or after December 15, 2014. Early adoption is permitted. The Company does not expect that the adoption of ASU No. 2014-08 will
have a significant impact on the Company’s consolidated financial statements.
F-14
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers: Topic 606. This Update affects any entity that either enters into
contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the
scope of other standards. The guidance in this Update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition and most industry-
specific guidance. The core principle of the guidance is that an entity should recognize revenue to illustrate the transfer of promised goods or services to
customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance
also includes a cohesive set of disclosure requirements that will provide users of financial statements with comprehensive information about the nature, amount,
timing, and uncertainty of revenue and cash flows arising from a reporting organization’s contracts with customers. This ASU is effective for fiscal years, and
interim periods within those years beginning after December 15, 2016 for public companies and 2017 for non-public entities. Management is evaluating the
effect, if any, on the Company’s financial position and results of operations.
In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, which requires
management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements
are issued and provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. Certain disclosures will be
required if conditions give rise to substantial doubt about an entity’s ability to continue as a going concern. ASU 2014-15 applies to all entities and is effective
for annual and interim reporting periods ending after December 15, 2016, with early adoption permitted. Management is evaluating the effect, if any, on the
Company’s financial position and results of operations.
In November 2014, FASB issued ASU No. 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial
Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force).The amendments permit
the use of the Fed Funds Effective Swap Rate (also referred to as the Overnight Index Swap Rate, or OIS) as a benchmark interest rate for hedge accounting
purposes. Public business entities are required to implement the new requirements in fiscal years (and interim periods within those fiscal years) beginning after
December 15, 2015. All other types of entities are required to implement the new requirements in fiscal years beginning after December 15, 2015, and interim
periods beginning after December 15, 2016. The Company does not expect the adoption of ASU 2014-16 to have material impact on the Company's
consolidated financial statement.
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.
NOTE 3 – FINANCIAL ASSETS AVAILABLE FOR SALE
As of March 31, 2015 and 2014, financial assets available for sale amounted to $1,307,200 and $0, respectively. On February 4, 2015, the Company purchased
from Bank of Hangzhou a wealth-management product called “Fortune 99”, which bears the interest rate of 5.45% and is due on August 4, 2015. The total
principal is $1,307,200 (RMB 8,000,000).
F-15
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,
March 31,
2015
12,108,561 $
(2,870,818)
9,237,743 $
2014
11,869,866
(5,135,330)
6,734,536
$
$
For the years ended March 31, 2015 and 2014, $253,193 and $644,049 in accounts receivable were directly written off, respectively. Additionally, for the years
ended March 31, 2015 and 2014, $0 and $367,706 of accounts receivable were written off against previous allowance for doubtful accounts, respectively.
Note 5 – OTHER CURRENT ASSETS
Other current assets consisted of the following:
Prepaid rental expenses (1)
Lease rights transfer fees, current portion (2)
Prepaids and other current assets
Total
March 31,
March 31,
2015
1,712,018 $
-
488,820
2,200,838 $
2014
1,165,633
11,939
485,530
1,663,102
$
$
$
(1)
As the Company opened new stores in Fiscal 2015, prepaid rental expenses increased.
(2)
Lease rights transfer fees are paid by the Company to secure store rentals in coveted areas. The additional costs of acquiring the right to lease new
store locations are capitalized and amortized over the period of the initial lease term. The rising of B2C e-commerce, which is decentralized in terms its
regulations in China, cuts the overall demand on store rental. As the store rental market has become favorable to tenants, the Company was no longer
required to pay lease rights transfer fees when renting new store spaces in fiscal 2015.
Note 6 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following:
Building
Leasehold improvements
Farmland development cost
Office equipment and furniture
Motor vehicles
Total
Less: Accumulated depreciation
Impairment
Property and equipment, net
F-16
March 31,
March 31,
2015
1,751,986 $
12,792,714
1,954,165
5,949,193
667,428
23,115,486
(13,606,043)
(2,452,662)
7,056,781 $
2014
1,139,412
12,329,637
1,941,010
5,535,667
579,834
21,525,560
(10,729,190)
(1,383,682)
9,412,688
$
$
Total depreciation expense for property and equipment was $2,788,691 and $3,121,960 for the years ended March 31, 2015 and 2014, respectively. For the
year ended March 31, 2015, $1,053,765 of fixed assets in Jiuyingtang were impaired due to the estimated fair value being lower than the carrying value. For the
year ended March 31, 2014, $480,771 of leasehold improvement and office equipment in Jiuyingtang and $905,468 of land and road improvement in Qianhong
Agriculture were impaired due to the estimated fair value being lower than the carrying value, and $145,040 of property and equipment were written off due to
the five Shanghai drugstores closing.
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, 2015 and 2014, advance to suppliers consisted of the following:
Advance to suppliers
Less: allowance for doubtful accounts
Advance to suppliers, net
March 31,
March 31,
2015
5,942,866 $
(1,225,514)
4,717,352 $
2014
11,162,767
(6,585,573)
4,577,194
$
$
For the years ended March 31, 2015 and 2014, $0 and $456,089 of advances to suppliers were written off against previous allowance for doubtful accounts,
respectively. For the year ended March 31, 2015, the Company collected goods of approximately $3.3 million and cash of $2.1 million against advances to
vendors as a result of settling accounts with certain vendors that discontinued their business with the Company.
Note 8 – INVENTORY
Inventory consisted of the following:
Finished goods
Less: reserve for inventory (1)
Inventory, net
March 31,
March 31,
2015
10,538,591 $
-
10,538,591 $
2014
7,822,102
(774,705)
7,047,397
$
$
(1)
As of March 31,2014, the Company recorded a reserve of $774,705 for those products that were estimated to be obsolete. As of March 31,2015, all
those goods had been sold. As a result, no such reserve was made as of March 31,2015.
Note 9 – FARMLAND ASSETS
Farmland assets are ginkgo trees planted in 2012 and expected to be harvested and sold in several years. As of March 31, 2015 and 2014, farmland assets
consisted of the following:
Farmland assets
Less: impairments
Farmland assets, net
Note 10 – LONG TERM DEPOSITS
March 31,
March 31,
2015
2,530,558 $
(826,199)
1,704,359 $
2014
2,192,372
(820,637)
1,371,735
$
$
As of March 31, 2015 and 2014, long term deposits amounted to $2,584,025 and $2,786,437, respectively. 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 nine months’ rent being paid upfront plus additional deposits.
F-17
Note 11 – OTHER NONCURRENT ASSETS
Other noncurrent assets consisted of the following:
Prepayment for lease of land use right – noncurrent, net (1)
Long term prepaid expense
Total
March 31,
2015
2,734,798 $
-
2,734,798 $
March 31,
2014
2,878,687
158,243
3,036,930
$
$
(1)
This is a payment made to a local government in connection with entering into a 30-year operating land lease agreement. The land is currently used to
cultivate ginkgo trees. This prepayment includes a deposit of $1,137,500, which will be refundable on the due date. Based on expected output from
planted gingko trees such as expected fruit production and tree market value, the fair value of the lease prepayment was lower than the carrying cost.
As a result, the Company recorded an impairment of $2,477,212 on the lease prepayment in fiscal 2014.
The amortization of prepayment for lease of land use right was $67,104 and $162,600 for the year ended March 31, 2015 and 2014, respectively. Such amounts
were capitalized and recorded as work-in-process inventory.
The Company’s amortizations of prepayment for lease of land use right for the next five years and thereafter are as follows:
Years ending March 31,
2016
2017
2018
2019
2020
Thereafter
F-18
$
Amount
67,104
67,104
67,104
67,104
67,104
1,261,778
Note 12 – INTANGIBLE ASSETS
Intangible assets consisted of the following:
License (1)
Goodwill (1)
Land use rights (2)
Software
Total intangible assets
Less: accumulated amortization
Other intangible assets, net
March 31,
2015
1,570,274 $
23,623
1,593,403 $
477,302
3,664,602
(522,599)
3,142,003 $
$
$
$
March 31,
2014
-
-
1,582,677
474,088
2,056,765
(487,322)
1,569,443
(1)
A s of March 31, 2015, the intangible assets with indefinite life consisted of the following, which were generated through the acquisition of Sanhao
Pharmacy (see Note 22- Business Combination). There is no intangible asset with indefinite life as of March 31, 2014.
Licenses*
Goodwill on acquisition of Sanhao Pharmacy
Preliminary
Fair value
Currency
translation
adjustment
Net carrying
value
$
$
1,566,046 $
23,560
1,589,606 $
4,228 $
63
4,291 $
1,570,274
23,623
1,593,897
* This represents the preliminary fair value of the licenses of insurance applicable drugstores acquired from Sanhao Pharmacy. The licenses allow patients to
pay by the insurance card at stores and the stores can get reimbursed from the Human Resource and Social Security Department of Hangzhou City.
(2)
In July 2013, the Company purchased the land use right of a plot of farmland in Lin’An, Hangzhou, intended for the establishment of an herb processing
plant in the future. However, as our farming business in Lin’An has not grown, the Company does not expect the completion of the plant in the near
future.
Amortization expense of intangible assets for the years ended March 31, 2015 and 2014 amounted to $31,975 and $112,209, respectively.
F-19
Note 13 – SHORT-TERM BANK LOAN
As of March 31, 2015, our short-term loan consisted of a loan of $32,680 (RMB200,000) from Industrial and Commercial Bank of China, due on September 30,
2015 with annual interest of 5.885%. This loan is guaranteed by Hangzhou SME Guaranty Co., Ltd., which is not related to or affiliated with the Company.
Note 14 – NOTES PAYABLE
The Company has credit facilities with Hangzhou United Bank (“HUB”), Bank of Hangzhou (“BOH”) and Industrial and Commercial Bank of China
(“ICBC”) that provided working capital in the form of the following bank acceptance notes as of March 31, 2015 and 2014:
Beneficiary
Jiuzhou Pharmacy(1)
Jiuzhou Pharmacy(1)
Jiuzhou Pharmacy(2)
Jiuzhou Pharmacy(2)
Jiuzhou Pharmacy(2)
Jiuzhou Pharmacy(2)
Jiuzhou Pharmacy(2)
Jiuzhou Pharmacy(2)
Jiuzhou Pharmacy(3)
Jiuzhou Pharmacy(3)
Jiuzhou Pharmacy(3)
Jiuzhou Pharmacy(3)
Jiuzhou Pharmacy(3)
Jiuzhou Pharmacy(3)
Jiuzhou Pharmacy(3)
Jiuzhou Pharmacy(4)
Jiuzhou Pharmacy(4)
Jiuzhou Pharmacy(1)
Total
Endorser
ICBC
ICBC
HUB
HUB
HUB
HUB
HUB
HUB
HUB
HUB
HUB
HUB
HUB
HUB
HUB
BOH
BOH
ICBC
Origination Maturity
March 31,
March 31,
date
12/27/13
10/11/13
10/08/13
11/05/13
12/26/13
02/07/14
02/07/14
03/06/14
08/05/14
10/09/14
10/09/14
12/05/14
12/26/14
03/04/15
03/13/14
11/06/14
02/09/15
12/26/14
date
06/26/14
04/11/14
04/08/14
05/05/14
06/26/14
05/07/14
08/07/14
09/06/14
08/04/15
04/09/15
04/09/15
06/05/15
06/26/15
09/04/15
09/13/15
05/06/15
08/09/15
06/25/15
$
$
2015
- $
-
-
-
-
-
-
-
1,634,000
784,320
1,187,918
1,329,651
1,601,320
1,470,600
604,580
2,908,520
1,993,480
2,238,580
15,752,969 $
2014
1,351,959
730,350
486,900
1,720,380
117,960
649,200
985,161
1,778,808
-
-
-
7,820,718
(1)
(2)
(3)
(4)
A s of March 31, 2014, the Company had a total of $2,082,309 (RMB12,830,000) in notes payable from ICBC. A third party, Hangzhou Small and
Medium sized Guarantee CO., Ltd. signed loan guarantee agreements with the bank to guarantee these borrowings. In addition, the Company is
required to hold 30% of the amounts borrowed as restricted cash with ICBC as additional collateral against these bank notes. All the outstanding notes
payable had been repaid upon maturity. As of March 31, 2015, the Company had $2,238,580 (RMB 13,700,000) notes payable from ICBC, with
restricted cash of $671,574 (RMB 4,110,000) held at the bank.
As of March 31, 2014, the Company had $5,738,409 (RMB35,356,800) notes payable from HUB. The Company is required to hold restricted cash of
$2,489,851 (RMB15,341,040) with HUB as collateral against these bank notes. All the outstanding notes payable have been repaid upon maturity.
As of March 31, 2015, the Company had $8,612,389 (RMB52,707,400) notes payable from HUB. The Company is required to hold restricted cash of
$36,921,220 (RMB52,707,400) with HUB as collateral against these bank notes.
A s of March 31, 2015, the Company had $4,902,000 (RMB30,000,000) notes payable from BOH. The land use right of the farmland in Lin’An,
Hangzhou is pledged as collateral for these bank acceptance notes (see Note 12). The Company is required to hold restricted cash of $2,287,600
(RMB 14,000,000) with BOH as collateral against these bank notes.
As of March 31, 2015, the Company had a credit line of approximately $11.59 million in the aggregate from HUB, BOH and ICBC. By putting up the restricted
cash of $9.00 million deposited in the banks, the total credit line was increased to $20.59 million. As of March 31, 2015, the Company had approximately $15.75
million bank notes payable, and approximately $3.56 million bank credit line was still available for further borrowing. The bank notes are also secured by
buildings owned by the Company’s major shareholders with a value of approximately $3,836,632 (RMB23,480,000) personally guaranteed by the major
shareholders and guaranteed by Zhejiang JinQiao Guarantee Company and Hangzhou Small and Medium sized Guarantee CO., Ltd.
At March 31, 2015, the fair value of the Company’s notes payable was estimated, using Level 2 inputs, at $15,743,000 compared to a carrying amount of
$15,752,969. At March 31, 2014, the fair value of the Company’s notes payable was estimated, using Level 2 inputs, at $7,810,000 compared to a carrying
amount of $7,820,718. The fair values were estimated using an income approach by applying market interest rates for comparable instruments.
F-20
Note 15 – 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
Mainland, PRC
Jo-Jo Drugstores is incorporated in the U.S. and has incurred a net operating loss for income tax purposes for 2015 and 2014. As of March 31, 2015, the
estimated net operating loss carry forwards for U.S. income tax purposes amounted to approximately $1,503,000 which may be available to reduce future
years’ taxable income. These carry forwards will expire, if not utilized by 2032. 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 as of March 31, 2015 and no deferred tax asset benefit has been recorded. The valuation allowance as
of March 31, 2015 was $511,000. The net change in the valuation allowance was an increase of $25,000. 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 years ended March 31, 2015 and 2014:
Current tax provision
Federal
State
Foreign
Deferred tax provision
Federal
State
Foreign
Income tax provision (a)
Years ended
March 31,
2015
2014
$
$
$
- $
-
57,398
57,398
- $
-
-
-
57,398 $
-
-
44,870
44,870
-
-
-
-
44,870
(a)
The current income tax provision for the year ended March 31, 2015 excludes those incomes related to accounts receivables and advance to suppliers
allowance reversals, and inventory reserve reversal, which are non-taxable.
F-21
Income from continuing operations before income taxes was allocated between the United States and foreign components for the years ended March 31, 2015
and 2014 as follows:
United States
Foreign
Years ended
March 31,
2015
(1,056,717) $
1,969,743
913,026 $
2014
(1,034,223)
(24,277,077)
(25,311,300)
$
$
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, 2015 and 2014:
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
2015
2014
34.0%
(34.0)
25.0
(25.8)
7.1
6.3%
34.0%
(34.0)
25.0
(24.9)
(0.4)
(0.3)%
(a)
(b)
The (25.8)% for the year ended March 31, 2015 primarily represents the effect of those profit from accounts receivable and advance to suppliers
allowance reversal, and inventory reserve reversal, which, according to China annual tax filing, is non-taxable for PRC income tax.
The 7.1% for the year ended March 31, 2015 and the (0.4)% for the year ended March 31, 2014 represent the combined effect of expenses incurred
by the Company that were not deductible for PRC income tax and PRC income tax exemptions.
The temporary differences and carry forwards gave rise to the following deferred tax assets as of March 31, 2015 and 2014:
Current deferred tax assets:
Allowance for doubtful accounts
Inventory reserve
Payroll accrual
Valuation allowance
Total current deferred tax assets
Long-term deferred tax assets:
Long-lived assets impairment
Long-term lease reserve
Depreciation and amortization
Net operating loss carry forward
Valuation allowance
Total current deferred tax assets
Total
F-22
Years ended
March 31,
2015
2014
1,031,566 $
-
163,594
(1,195,160)
- $
2,759,144
193,676
63,214
(3,016,034)
-
1,062,703 $
623,500
-
708,033
(2,394,236)
- $
792,432
619,303
323,547
410,592
(2,145,874)
-
- $
-
$
$
$
$
$
Management believes that the realization of the benefits arising from these temporary differences and carry forwards appear to be uncertain since it is subject
to local tax authority’s approval. As a result, the Company made a full valuation allowance against its net deferred tax assets as of March 31,
2015. 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.
Value added tax
VAT on sales and on purchases amounted to $19,737,410 and $18,613,431 for the year ended March 31, 2015, and $16,045,706 and $15,069,655 for the year
ended March 31, 2014, 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, 2015 and 2014 consisted of the following:
VAT
Income tax
Others
Total taxes payable
Note 16 – POSTRETIREMENT BENEFITS
March 31,
March 31,
2015
2014
$
$
301,149 $
8,007
18,955
328,111 $
344,329
7,851
21,321
373,501
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 $849,689 and
$663,837 in employment benefits and pension for the years ended March 31, 2015 and 2014, respectively.
Note 17 – 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,
2015
576,818 $
2,152,922
2,729,740 $
2014
576,818
1,807,476
2,384,294
$
$
(1)
(2)
A s of March 31, 2015 and 2014, the amount due to cofounders represents loans from the ultimate owners to Jiuxin Management to enable Jiuxin
Management to meet its approved PRC registered capital requirements.
D ue to foreign exchange restrictions, the Company’s director and CEO, Mr. Lei Liu personally lent U.S. dollars to the Company to facilitate its
payments of expenses in the United States. In addition, Mr. Lei Liu also advanced cash to the Company for working capital purpose. On July 2, 2014,
the Company issued a total of 619,482 shares of common stock to Lei Liu, at $1.52 per share, the fair market value, or the closing stock price on
Nasdaq on July 1, 2014, to offset the debts of $941,613 owed to Mr. Liu.
As of March 31, 2015 and 2014, notes payable totaling $5,790,471 and $5,738,409, respectively, were secured by the personal properties of certain of the
Company’s shareholders.
F-23
The Company leases from Mr. Lei Liu a retail space which expires in September 2015 and had a lease for corporate office which expired in December 2013.
Since the Company has moved its headquarter to a new location in Hangzhou in January 2014, the corporate office lease with Mr. Liu was terminated. Rent
expense amounted to $97,500 and $170,730 for the years ended March 31, 2015 and 2014, respectively. The amounts were paid to Mr. Liu as of March 31,
2015.
Note 18 – 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 was exercisable from October 23, 2010 to April 22,
2015., The option has not been exercised eventually and has expired as the date of the report.
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 loss of $33,520 from the
change in fair value of the option liability for year ended March 31, 2015.
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, 2015 using the following assumptions:
Stock price
Exercise price
Annual dividend yield
Expected term (years)
Risk-free interest rate
Expected volatility
March 31,
2015 (1)
March 31,
2014
$
$
2.82
6.25
$
$
0%
0.05
0.05%
96.40%
2.07
6.25
0%
1.05
0.13%
132.55%
(1)
As of March 31, 2015, 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 value 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, 2015 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 of $2and $52,603 as of March 31, 2015 and 2014, respectively.
F-24
Note 19 – WARRANTS
On September 26, 2013, as annual compensation for its financial advisory service, the Company issued a warrant to a financial consulting firm to purchase up
to 150,000 shares of common stock at $1.20 per share. The warrant is exercisable from September 26, 2013 to September 25, 2016.
Because the warrant is denominated in U.S. dollars and the Company’s functional currency is the RMB, it does not meet the requirements of the accounting
standard to be indexed only to the Company’s stock. Accordingly, it is accounted for at fair value as derivative liabilities and marked to market price each
period.
The warrant does not trade in an active securities market, and as such, the Company estimates its fair value using the Black-Scholes Model on the date that the
warrant was originally issued and as of March 31, 2014 using the following assumptions:
Stock price
Exercise price
Annual dividend yield
Expected term (years)
Risk-free interest rate
Expected volatility
Common Stock
Warrants
March 31,
2015 (1)
Common Stock
Warrants
March 31,
2014
$
$
2.82
1.20
$
$
0%
1.49
0.67%
116.88%
2.07
1.20
0%
2.49
0.67%
114.15%
(1)
As of March 31, 2015, the warrant had not been exercised.
On September 26, 2013, the issue date of the warrant, the Company classified its fair value as a liability of $33,606. The Company recognized a loss of $69,931
from the change in fair value of the warrant liability for the year ended March 31, 2015. As a result, the warrant liability is carried on the consolidated balance
sheets at the fair value of $315,325 and $ $226,313 as of March 31, 2015 and 2014, respectively.
Note 20 – STOCKHOLDERS’ EQUITY
Stock-based compensation
The Company accounts for share-based payment awards granted to employees and directors by recording compensation expense based on estimated fair
values. The Company estimates the fair value of share-based payment awards on the date of grant. The value of the portion of the award that is ultimately
expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statements of operations. Share-based awards are
attributed to expense using the straight-line method over the vesting period. The Company determines the value of each option award that contains a market
condition using a Monte Carlo Simulation valuation model, while all other option awards are valued using the Black-Scholes valuation model as permitted under
ASC 718, Compensation - Stock Compensation. The assumptions used in calculating the fair value of share-based payment awards represent the Company’s
best estimates. The Company’s estimates of the fair values of stock options granted and the resulting amounts of share-based compensation recognized may be
impacted by certain variables including stock price volatility, employee stock option exercise behaviors, additional stock option modifications, estimates of
forfeitures, and the related income tax impact.
On November 18, 2014, the Company granted a total of 350,000 shares of restricted common stock to its directors and officers under the Plan. The trading
value of the Company’s common stock on November 18, 2014 was $1.89. All such shares vested on February 18, 2015, and for the year ended March 31,
2015, $661,500 was recorded as service compensation expense.
On January 16, 2015, a total of 265,000 shares have vested, which were issued to 39 employees under the Plan in January 2012. $62,034 and $11,422 was
charged to general and administrative expense and selling expense for the year ended March 31, 2015, respectively. $78,022 and $30,736 was charged to
general and administrative expense and selling expense for the year ended March 31, 2014, respectively.
Stock option
On November 18, 2014, the Company granted a total of 967,000 shares of stock options under the Plan to a group of a total of 46 grantees including directors,
officers and employees. The exercise price of the stock option is $2.50. The option vests in three years on November 18, 2017, provided that the grantees are
still employed by the Company on such a date. The options will be exercisable for five years from the vesting date, or November 18, 2017 until November 17,
2022. For the year ended March 31, 2015, $182,482 was recorded as compensation expense.
F-25
A summary of the Company's stock option activities is as follows:
Outstanding at March 31, 2014
Granted
Exercised
Forfeited or expired
Outstanding at March 31, 2015
Exercisable at March 31, 2015
Vested or expected to vest
Weighted-
average
exercise price
Options
- $
967,000
-
-
967,000 $
- $
967,000 $
-
2.50
-
-
2.50
-
2.50
Weighted-
average
remaining
contractual
term (years)
-
8.00
-
-
7.63 $
- $
7.63 $
Aggregate
intrinsic
value
-
309,440
-
-
309,440
-
309,440
The weighted-average grant date fair values were determined using the Black- Scholes option-pricing model with the following weighted average assumptions:
Fair value of stock options granted
Expected volatility
Expected term (years)
Risk-free interest rate
Annual dividend yield
Year ended
March 31,
2015
$
1.54
123.19%
5.00
1.65%
0%
For purposes of determining the expected term and in the absence of historical data relating to stock option exercises, the Company applies a simplified
approach: the expected term of awards granted is presumed to be the mid-point between the vesting date and the end of the contractual term. For fiscal year
ended March 31, 2015, the Company uses the annual volatility of its daily closing price for expected volatility. The risk-free interest rate for periods within the
expected or contractual life of the option, as applicable, is based on the United States Treasury yield curve in effect during the period the options were granted.
The Company's expected dividend yield is zero.
As of March 31, 2015, there was $1.3 million of total unrecognized compensation costs related to stock option compensation arrangements granted which is
expected to be recognized over the remaining weighted-average period of 2.63 years.
F-26
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 to 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, 2015
and 2014, 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 21 – 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.
The following is a reconciliation of the basic and diluted loss per share computation:
Net earnings (loss) attributable to controlling interest
Weighted average shares used in basic computation
Diluted effect of stock options and warrants
Weighted average shares used in diluted computation
Earnings (loss) per share – Basic:
Net earnings (loss) before noncontrolling interest
Add: Net loss attributable to noncontrolling interest
Net loss attributable to controlling interest
Earnings (loss) per share – Diluted:
Net earnings (loss) before noncontrolling interest
Add: Net loss attributable to noncontrolling interest
Net loss attributable to controlling interest
Years ended
March 31,
2015
856,557 $
14,960,522
195,901
15,156,423
2014
(25,356,136)
13,880,190
-
13,880,190
0.06 $
- $
0.06 $
0.06 $
- $
0.06 $
(1.83)
-
(1.83)
(1.83)
-
(1.83)
$
$
$
$
$
$
$
For the year ended March 31, 2015 and 2014, 105,000 underlying outstanding purchase options of Madison Williams and Company and Rodman & Renshaw,
LLC, were excluded from the calculation of diluted earnings (loss) per share as the options were anti-dilutive.
Note 22 – BUSINESS COMBINATION
Sanhao Pharmacy
On October 9, 2014, Jiuzhou Pharmacy completed its acquisition of Sanhao Pharmacy. Sanhao Pharmacy is a local drugstore chain of 11 stores located in
Hangzhou. Jiuzhou Pharmacy acquired all assets and assumed all liabilities of Sanhao Pharmacy. The consideration of the transaction included a cash payment
of $1,568,640 (RMB 9,600,000), with the excess amount of cash payment over the fair value capitalized by the Company as goodwill of $23,623. Per the
agreement, the Company is required to pay 20% in three business days after the Contract takes effect and to pay 40% after the registration of the change of
ownership in the Administration for Industry and Commerce is completed. As of March 31, 2015, the Company had paid a total of 60%, or $941,184 (RMB
5,760,000). The remaining amount is expected to be paid within next few months. In January 2015, eight stores of Sanhao Pharmacy with the qualification of
Social Health Insurance ("SHI"), have been relocated close to the major resident areas in Hangzhou with significant store improvements. These eight stores are
now operating under the brand name “Jiuzhou Pharmacy”.
F-27
The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed at the date of acquisition:
Total purchase price
Allocation of the purchase price to assets and liabilities at fair value:
Cash and cash equivalents
Accounts receivable, net
Inventories
Advances on inventory purchases
Property, plant and equipment, net
Licenses
Total assets
Accounts payable
Tax receivable
Accrued liabilities and other liabilities, current
Total liabilities
Net assets acquired at fair value
Goodwill
Pro forma results are not materially different from historical results.
Note 23 – SEGMENTS
$
1,568,640
$
32,016
5,612
53,731
474
543
1,570,274
1,662,650
37,315
(1,023)
81,341
117,633
$
$
1,545,017
23,623
The Company operates within four main reportable segments: retail drugstores, online pharmacy, drug wholesale and herb farming. The retail drugstores
segment sells prescription and over-the-counter (“OTC”) medicines, TCM, dietary supplements, medical devices, and sundry items to retail customers. The
online pharmacy sells OTC drugs, dietary supplements, medical devices and sundry items to customers through several third-party platforms such as Alibaba’s
Tmall, JD.com and Amazon.com, and the Company’s own platform all over China. The drug wholesale segment includes supplying the Company’s own
retail drugstores with prescription and OTC medicines, TCM, dietary supplement, medical devices and sundry items (which sales have been eliminated as
intercompany transactions), and also selling them to other drug vendors and hospitals. The Company’s herb farming segment cultivates selected herbs for sales
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 segments' accounting policies are the same as those described in the summary of significant accounting policies. 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 operations and markets to distinct classes of customers.
The following table presents summarized information by segment of the continuing operations for the year ended March 31, 2015:
Retail
drugstores
Online
pharmacy
Drug
wholesale
Herb
farming
Revenue
Cost of goods
Gross profit
Selling expenses
General and administrative expenses
Profit (loss) from operations
Depreciation and amortization
Total capital expenditures
$
$
$
$
$
48,799,736 $
39,278,615
9,521,121 $
9,364,232
5,460,827
(5,303,938) $
1,847,415 $
1,378,362 $
14,879,397 $
12,781,734
2,097,663 $
589,920
674,470
833,273 $
4,812 $
17,219 $
* include the accounts receivable and advance to suppliers allowance reversal of $7,535,180.
F-28
$
$
13,216,599
12,397,358
819,241
462,299
(5,881,032)*
$
6,237,974
$
645,669
$
77,550
- $
-
- $
-
59,125
(59,125) $
322,593 $
- $
Total
76,895,732
64,457,707
12,438,025
10,416,451
313,390
1,708,184
2,820,489
1,473,131
The following table presents summarized information by segment of the continuing operations for the year ended March 31, 2014:
Revenue
Cost of goods
Gross profit
Selling expenses
General and administrative expenses
Profit (loss) from operations
Depreciation and amortization
Total capital expenditures
Retail
drugstores
Online
pharmacy
Drug
wholesale
Herb
farming
$
$
$
$
$
40,096,781 $
33,706,866
6,389,915 $
12,778,642
6,222,194
(12,610,921) $
2,618,740 $
391,369 $
7,560,135 $
6,240,848
1,319,287 $
386,135
471,996
461,156 $
19,812 $
309 $
18,497,671 $
20,479,387
(1,981,716) $
523,994
4,127,733
(6,633,443) $
594,500 $
135,761 $
- $
-
- $
-
446,934
(446,934) $
1,117 $
1,585,602 $
Total
66,154,587
60,427,101
5,727,486
13,688,771
11,268,857
(19,230,142)
3,234,169
2,113,041
*The negative wholesale gross margin for the year ended March 31, 2014 was primarily due to the discounted sales of certain products that the Company’s
new wholesale team has decided not to continue expending significant efforts to sell in the future. While the total discounted sales amount was approximately
$0.7 million, the cost of the products sold was approximately $2.1 million, which resulted in a net loss of $1.4 million from such sales and negative gross margin
in fiscal 2014.
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 drugstores by main product categories for the years ended March 31, 2015 and
2014 were as follows:
Prescription drugs
OTC drugs
Nutritional supplements
TCM
Sundry products
Medical devices
Total
Years ended
March 31,
2015
17,932,423 $
20,087,425
5,033,819
3,316,067
1,032,800
1,397,202
48,799,736 $
2014
19,781,547
13,922,633
2,736,808
2,718,305
134,218
803,270
40,096,781
$
$
The Company’s net revenues from external customers through its online pharmacy by main product categories for the years ended March 31, 2015 and 2014
were as follows:
Prescription drugs
OTC drugs
Nutritional supplements
TCM
Sundry products
Medical devices
Total
Years ended
March 31,
2015
- $
4,551,354
1,610,375
-
1,827,669
6,889,999
14,879,397 $
2014
-
3,347,470
512,339
-
1,761,945
1,938,381
7,560,135
$
$
The Company’s net revenues from external customers through its wholesale business by main product categories for the years ended March 31, 2015 and 2014
were as follows:
Prescription drugs
OTC drugs
Nutritional supplements
TCM
Sundry products
Medical devices
Total
F-29
Years ended
March 31,
2015
7,777,525 $
5,094,150
98,444
155,151
72,357
18,972
13,216,599 $
2014
13,746,053
1,012,630
262,470
931
3,468,832
6,755
18,497,671
$
$
Note 24 – COMMITMENTS AND CONTINGENCIES
Operating lease commitments
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:
Periods ending March 31,
2016
2017
2018
2019
2020
Thereafter
Total
Retail
drugstores
Online
pharmacy
Drug
wholesale
Herb farming
$
$
3,265,512 $
2,154,469
1,790,078
1,364,959
562,102
202,702
9,339,822 $
113,449 $
133,501
139,305
139,305
139,305
174,131
838,996 $
189,140 $
154,623
150,914
150,914
150,914
37,728
834,233 $
- $
-
-
-
-
-
- $
Total
Amount
3,568,101
2,442,593
2,080,297
1,655,178
852,321
414,561
11,013,051
Total rent expense amounted to $4,480,869 and $4,563,376 for years ended March 31, 2015 and 2014, respectively.
Note 25 – SUBSEQUENT EVENTS
On April 8, 2015, Hangzhou Quannuo cancelled its registration with local State Administration of Industrial and Commerce or known as SAIC. The store had
ceased operations in fiscal 2015.
F-30
List of Subsidiaries
Exhibit 21
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Renovation Investment (Hong Kong) Co., Ltd. (“Renovation”) is a Hong Kong company and is wholly-owned by the Company.
Hangzhou Jiutong Medical Technology Co., Ltd. (“Jiutong Medical”) is a Chinese company and is wholly-owned by Renovation.
Zhejiang Shouantang Pharmaceutical Technology Co., Ltd. (“Shouantang Technology”) is a Chinese company and is wholly-owned by Renovation.
Zhejiang Jiuxin Investment Management Co., Ltd. (“Jiuxin Management”) is a Chinese company and is wholly-owned by Renovation.
Zhejiang Quannuo Internet Technology Co., Ltd. (“Quannuo Technology”) is a Chinese company and is wholly-owned by Shouantang Technology.
Hangzhou Jiuxin Qianhong Agriculture Development Co., Ltd. (“Qianhong Agriculture”) is a Chinese company and is wholly-owned by Jiuxin
Management.
Hangzhou Jiuzhou Grand Pharmacy Chain Co., Ltd. (“Jiuzhou Pharmacy”) is a Chinese company controlled by Jiuxin Management through contractual
arrangements.
Hangzhou Jiuzhou Clinic of Integrated Traditional and Western Medicine (General Partnership) is (“Jiuzhou Clinic”) a Chinese partnership controlled
by Jiuxin Management through contractual arrangements.
Hangzhou Jiuzhou Medical & Public Health Service Co., Ltd. (“Jiuzhou Service”) is a Chinese company controlled by Jiuxin Management through
contractual arrangements.
Zhejiang Jiuxin Medicine Co., Ltd. (“Jiuxin Medicine”) is a Chinese company and is wholly-owned by Jiuzhou Pharmacy.
Shouantang Bio-technology Co., Ltd. (“Shouantang Bio”) is a Chinese company and is wholly-owned by Shouantang Technology.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements of China Jo-Jo Drugstores, Inc. and its subsidiaries on Form S-3
(No. 333-198001) and Form S-8 (No. 333-171849) of our report dated June 26, 2015 relating to the consolidated financial statements which appear in this
Annual Report on Form 10-K.
Exhibit 23.1
/s/ BDO CHINA SHU LUN PAN Certified Public Accountants LLP
June 29, 2015
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-198001) and Form S-8 (No. 333-171849) of China
Jo-Jo Drugstores, Inc. and subsidiaries of our report dated June 27, 2014 relating to the consolidated financial statements, which appear in this Form 10-K.
Exhibit 23.2
Friedman LLP
New York, New York
June 25, 2015
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lei Liu, certify that:
(1) I have reviewed this annual report on Form 10-K of China Jo-Jo Drugstores, Inc.;
(2) 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;
(3) 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;
(4) 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:
(a) 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;
(b) 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;
(c) 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
(d) 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
(5) 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):
(a) 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
(b) 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: June 29, 2015
/s/ Lei Liu
Lei Liu
Chief Executive Officer
(Principal Executive Officer)
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ming Zhao, certify that:
(1) I have reviewed this annual report on Form 10-K of China Jo-Jo Drugstores, Inc.;
(2) 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;
(3) 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;
(4) 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:
(a) 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;
(b) 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;
(c) 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
(d) 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
(5) 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):
(a) 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
(b) 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: June 29, 2015
/s/ Ming Zhao
Ming Zhao
Chief Financial Officer
(Principal Financial and Accounting Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the annual report of China Jo-Jo Drugstores, Inc. (the “Company”) on Form 10-K for the year ending March 31, 2015 as filed with
the Securities and Exchange Commission on the date hereof (the “Report”), Each of the undersigned hereby certifies, in his capacity of an officer of the
Company, 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 his 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
(Principal Executive Officer)
/s/ Ming Zhao
Ming Zhao
Chief Financial Officer
(Principal Financial and Accounting Officer)
June 29, 2015
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.
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350 and is not being filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made
before or after the date hereof, regardless of any general incorporation language in such filing.