UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
¨
REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE
ACT OF 1934
OR
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934
OR
¨
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OR
OF 1934
Date of event requiring this shell company report……………
Commission file number 001-37602
For the transition period from to
Fuling Global Inc.
(Exact name of Registrant as specified in its charter)
Cayman Islands
(Jurisdiction of incorporation or organization)
Southeast Industrial Zone, Songmen Town
Wenling, Zhejiang Province
People’s Republic of China 317511
(Address of principal executive offices)
Gilbert Lee, Chief Financial Officer
+1-610-366-8070 – telephone
ir@fulingplasticusa.com
Fuling Plastic USA, Inc.
6690 Grant Way, Allentown, PA 18106
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Ordinary Shares, par value $0.001 per share
Name of each exchange on which registered
Nasdaq
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by
the annual report: 15,732,795 Ordinary Shares
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
¨ Yes x No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934.
¨ Yes x 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.
x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer x
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP x
International Financial Reporting Standards as issued
by the International Accounting Standards Board ¨
Other ¨
If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has
elected to follow.
¨ Item 17 ¨ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities
Exchange Act of 1934).
¨ Yes x No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
¨ Yes ¨ No
Table of Contents
PART I
Item 1.
Item 2.
Item 3.
Item 4.
Item 4A.
Item 5.
Item 6.
Item 7.
Item 8.
Item 9.
Item 10.
Item 11.
Item 12.
Identity of Directors, Senior Management and Advisers
Offer Statistics and Expected Timetable
Key Information
Information on the Company
Unresolved Staff Comments
Operating and Financial Review and Prospects
Directors, Senior Management and Employees
Major Shareholders and Related Party Transactions
Financial Information
The Offer and Listing
Additional Information
Quantitative and Qualitative Disclosures About Market Risk
Description of Securities Other than Equity Securities
Defaults, Dividend Arrearages and Delinquencies
Material Modifications to the Rights of Security Holders and Use of Proceeds
Controls and Procedures
Controls and Procedures
[Reserved]
PART II
Item 13.
Item 14.
Item 15.
Item 15T.
Item 16.
Item 16A. Audit Committee Financial Expert
Code of Ethics
Item 16B.
Principal Accountant Fees and Services
Item 16C.
Exemptions from the Listing Standards for Audit Committees
Item 16D.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Item 16E.
Change in Registrant’s Certifying Accountant
Item 16F.
Item 16G.
Corporate Governance
Item 16H. Mine Safety Disclosure
PART III
Item 17.
Item 18.
Item 19.
Financial Statements
Financial Statements
Exhibits
2
Page
4
4
4
19
45
45
62
68
70
71
71
77
78
79
79
79
80
80
80
80
80
80
81
81
81
81
82
82
82
Conventions Used in this Annual Report
Except where the context otherwise requires and for purposes of this annual report on Form 20-F only, “we,” “us,” “our company,”
“Company,” “our” and “Fuling” refer to:
•
Fuling Global Inc., a Cayman Islands company (“FGI” when individually referenced), which is the parent holding company;
• Total Faith Holdings Limited, a British Virgin Islands company (“Total Faith” when individually referenced), which is a wholly
owned subsidiary of FGI;
• Taizhou Fuling Plastics Co., Ltd., a PRC company (“Taizhou Fuling”), which is a wholly owned subsidiary of Total Faith;
• Domo Industry Inc., a New York company (“Domo”), of which Total Faith owns 49% of the equity but maintains effective control;
• Direct Link USA LLC, a Delaware company (“Direct Link”), which is a wholly owned subsidiary of Taizhou Fuling;
•
Fuling Plastic USA, Inc., a Pennsylvania company (“Fuling USA”), which is a wholly owned subsidiary of Taizhou Fuling; and
• Zhejiang Great Plastics Technology Co., Ltd., a PRC company (“Great Plastics”), which is a wholly owned subsidiary of Taizhou
Fuling.
This annual report contains translations of certain RMB amounts into U.S. dollar amounts at a specified rate solely for the convenience
of the reader. The exchange rates in effect as of December 31, 2015 and 2014 were US $1.00 for RMB 6.4917 and RMB 6.1460,
respectively. The average exchange rates for the years ended December 31, 2015 and 2014 were US $1.00 for RMB 6.2288 and RMB
6.1457, respectively. We use period-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses.
Capital accounts are translated at their historical exchange rates when the capital transactions occurred. Any discrepancies in any table
between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.
For the sake of clarity, this annual report follows the English naming convention of first name followed by last name, regardless of
whether an individual’s name is Chinese or English. For example, the name of the Chief Operating Officer and Chair of our board of
directors will be presented as “Guilan Jiang,” even though, in Chinese, Ms. Jiang’s name is presented as “Jiang Guilan.”
We obtained the industry and market data used in this annual report or any document incorporated by reference from industry
publications, research, surveys and studies conducted by third parties and our own internal estimates based on our management’s
knowledge and experience in the markets in which we operate. We did not, directly or indirectly, sponsor or participate in the publication of
such materials, and these materials are not incorporated in this annual report other than to the extent specifically cited in this annual report.
We have sought to provide current information in this annual report and believe that the statistics provided in this p annual report remain
up-to-date and reliable, and these materials are not incorporated in this annual report other than to the extent specifically cited in this annual
report.
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Certain matters discussed in this report may constitute forward-looking statements for purposes of the Securities Act of 1933, as
amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and involve known and
unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different
from the future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect,”
“anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” and similar expressions are intended to identify such forward-looking
statements. Our actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of
factors, including, without limitation, those discussed under “Item 3—Key Information—Risk Factors,” “Item 4—Information on the
Company,” “Item 5—Operating and Financial Review and Prospects,” and elsewhere in this report, as well as factors which may be
identified from time to time in our other filings with the Securities and Exchange Commission (the “SEC”) or in the documents where such
forward-looking statements appear. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety
by these cautionary statements.
3
The forward-looking statements contained in this report reflect our views and assumptions only as of the date this report is signed. Except
as required by law, we assume no responsibility for updating any forward-looking statements.
Item 1. Identity of Directors, Senior Management and Advisers
PART I
Not applicable for annual reports on Form 20-F.
Item 2. Offer Statistics and Expected Timetable
Not applicable for annual reports on Form 20-F.
Item 3. Key Information
A. Selected Financial Data
The following table presents the selected consolidated financial information for our company. The selected consolidated statements of
comprehensive income data for the two years ended December 31, 2014 and 2015 and the selected consolidated balance sheets data as of
December 31, 2014 and 2015 have been derived from our audited consolidated financial statements, which are included in this annual
report beginning on page F-1. Our historical results do not necessarily indicate results expected for any future periods. The selected
consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated
financial statements and related notes and “Item 5. Operating and Financial Review and Prospects” below. Our audited consolidated
financial statements are prepared and presented in accordance with US GAAP.
(All amounts in thousands of U.S. dollars, except Dividend per share in Renminbi and Shares outstanding)
Statement of operations data:
Revenues
Gross profit
Operating expenses
Income from operations
Provision for Income taxes
Net income
Income from operations per share
Net income per share (basic and diluted)
Dividend per share in USD
Dividend per share in Renminbi
Current assets
Total assets
Current liabilities
Total liabilities
Total shareholders’ equity (net assets)
Capital stock
Shares outstanding
Balance sheet data:
4
For the year ended
December 31,
2015
2014
91,294 $
23,648 $
14,678 $
8,970 $
1,442 $
7,948 $
0.73 $
0.65 $
0 $
0 ¥
83,181
22,077
12,429
9,649
1,369
7,728
0.83
0.64
0.88
5.41
As of December 31,
2015
49,846 $
75,729 $
32,411 $
32,411 $
43,319 $
16 $
15,732,795
2014
34,700
57,224
39,769
39,769
17,455
12
11,666,667
$
$
$
$
$
$
$
$
$
¥
$
$
$
$
$
$
Exchange Rate Information
Our financial information is presented in U.S. dollars. Our functional currency is Renminbi (“RMB”), the currency of the PRC.
Transactions denominated in currencies other than RMB are translated into RMB at the exchange rate quoted by the People’s Bank of
China at the dates of the transactions. Exchange gains and losses resulting from transactions denominated in a currency other than the RMB
are included in statements of operations as foreign currency transaction gains or losses. Our financial statements have been translated into
U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. The financial information is first prepared in RMB and then is
translated into U.S. dollars at period-end exchange rates as to assets and liabilities and average exchange rates as to revenue and expenses.
Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency
translation adjustments are included as a component of accumulated other comprehensive income (loss) in shareholders’ equity. The
relevant exchange rates are listed below:
US$1:RMB exchange rate
December 31, 2015
December 31, 2014
Period End
Average
6.4917 Period End
6.2288 Average
6.1460
6.1457
We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as
the case may be, at any particular rate, or at all. The PRC government imposes control over its foreign currency reserves in part through
direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. We do not currently engage in
currency hedging transactions.
The following table sets forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated
(www.oanda.com).
Period
2011
2012
2013
2014
2015
2016
September
October
November
December
January
February
March (through March 24, 2016)
Midpoint of Buy and Sell Prices for U.S. Dollar per RMB
Period-End
Average
High
Low
6.3540
6.3090
6.1090
6.1484
6.4917
6.3568
6.3185
6.3982
6.4917
6.5218
6.5771
6.5543
6.5218
6.4633
6.3115
6.1938
6.1458
6.2288
6.3685
6.3503
6.3703
6.4509
6.5444
6.5643
6.5497
6.5078
6.6357
6.3862
6.3087
6.2080
6.4917
6.3836
6.3600
6.3982
6.4917
6.6058
6.5928
6.5854
6.5543
6.3318
6.2289
6.1084
6.0881
6.0933
6.3559
6.3185
6.3181
6.3980
6.4559
6.5023
6.5169
6.4559
As of March 24, 2016, the exchange rate is RMB 6.52175 to $1.00.
B. Capitalization and Indebtedness
Not applicable.
5
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
Our U.S. competitors are significantly larger than our company.
Risks Related to Our Business and Industry
The three largest U.S. suppliers of foodservice disposables account for a significant percentage of the industry. As of 2012, Dart
Container Corporation, Reynolds Group/Pactiv and Georgia-Pacific collectively held approximately 29% of the U.S. market share in the
foodservice disposables industry. The overall industry consists of a small number of competitors, with approximately 50% of our market
controlled by the top 10 companies in the industry.
Concentration in the foodservice disposables industry varies widely within specific market segments, with some segments dominated
by a small number of producers. For example, Dart Container is the leading supplier of plastic foodservice beverage cups, followed by
Pactiv and Berry Plastics. By contrast, the market for cutlery is more fragmented, with a growing portion of the market supplied by contract
manufacturers in China.
Nevertheless, we may be unable to compete effectively against such larger, better-capitalized companies, which have well-established,
long-term relationships with the large customers we serve and seek to serve.
We are subject to risks related to our dependence on the strength of restaurant, retail and commercial sectors of the economy in various
parts of the world.
Our business depends on the strength of the restaurant, retail and commercial sectors of the economy in various parts of the world,
primarily in North America, and to a lesser extent Europe, Canada, Central and South America, the Middle East, Africa, and China. These
sectors of the economy are affected primarily by factors such as consumer demand and the condition of the retail industry, which, in turn,
are affected by general economic conditions. Challenging economic conditions in our target markets may exert considerable pressure on
consumer demand, and the resulting impact on consumer spending may have an adverse effect on demand for our products, as well as our
financial condition and results of operations.
Our projections and assumptions underlying may be inaccurate, resulting in slower than anticipated growth.
All statements, except historical data, are forward-looking statements. Although we believe the projections in these forward-looking
statements are reasonable, we cannot guarantee these projections will happen. Our operational results in the future may be different from
our estimates for many reasons, including but not limited to the oil price (our products are by-products of oil, so we are heavily impacted
by oil price), shrinking fast food industry production caused by increased production cost and changed consumption habits of food industry,
failure to grow capacity and capacity utilization as quickly as anticipated or at all, losing or failing to secure customers and customer
orders, shutdown of important clients, and replacement of plastics industry by paper and wood products industry.
Our plans to continue to improve productivity and reduce costs may not be successful, which would adversely affect our ability to
compete.
Our success depends on our ability to continually improve our manufacturing operations to gain efficiencies, reduce supply chain costs
and streamline selling, general and administrative expenses in order to produce products that are reasonably priced, while still allowing our
Company to invest in innovation.
In particular, we are in the midst of installing additional production lines in Allentown, Pennsylvania. Our goal is to manufacture in this
facility certain products that are not efficient to manufacture and ship from China. This project may not be completed completely as
planned, may be more costly to implement than expected, may have delays in implementation, or may not result in, in full or in part, the
savings and other benefits anticipated. In addition, such initiatives require the Company to implement a significant amount of
organizational changes, which could have a negative impact on employee engagement, divert management’s attention from other concerns,
and if not properly managed, impact the Company’s ability to retain key employees, cause disruptions in the Company’s day-to-day
operations and have a negative impact on the Company’s financial results.
Price increases in raw materials and sourced products could harm the Company’s financial results.
Our primary raw materials are (1) plastic resin (primarily polypropylene (“PP”) and polystyrene (“PS”) which includes General Purpose
Polystyrene (“GPPS”) and High Impact Polystyrene (“HIPS”)), (2) plastic bags and membranes for packaging cutlery, (3) shipping cartons,
(4) plastic colorants, (5) paper napkins, salt, pepper and wet wipes for inclusion in cutlery packages and (6) labeling materials. These raw
materials are subject to price volatility and inflationary pressures. Our success is dependent, in part, on our continued ability to reduce our
exposure to increases in those costs through a variety of programs, including sales price adjustments based on adjustments in such raw
material costs, while maintaining and improving margins and market share. We also rely on third-party manufacturers as a source for our
products. These manufacturers are also subject to price volatility and labor cost and other inflationary pressures, which may, in turn, result
in an increase in the amount we pay for sourced products. Raw material and sourced product price increases may more than offset our
productivity gains and price increases and may adversely impact the Company’s financial results.
6
Our reliance on third party logistics providers may put us at risk of service failures for our customers.
Although some of our larger competitors have integrated logistics and delivery service companies, we rely on third parties to ship our
products from China to our customers. Even after completing installation of the production lines in our Allentown facility, we will continue
to rely on third parties for transportation within the United States. One of the bases on which we compete (particularly with regard to our
QSR customers) is service. To the extent we are unable to meet their demand for products or do not deliver products on time, we stand a
substantial risk of losing key accounts. Because we rely on third parties for logistics services, we may be unable to avoid supply chain
failures, even if we are able to meet our manufacturing obligations to customers.
If we fail to protect our intellectual property rights, it could harm our business and competitive position.
We rely on a combination of patent, trademark, domain name and trade secret laws and non-disclosure agreements and other methods
to protect our intellectual property rights. We own thirty-three patents in China and one patent in U.S. covering our designs and production
technology.
The process of seeking patent protection can be lengthy and expensive, our patent applications may fail to result in patents being issued,
and our existing and future patents may be insufficient to provide us with meaningful protection or commercial advantage. Our patents and
patent applications may also be challenged, invalidated or circumvented.
We also rely on trade secret rights to protect our business through non-disclosure provisions in employment agreements with
employees. If our employees breach their non-disclosure obligations, we may not have adequate remedies in China, and our trade secrets
may become known to our competitors.
Implementation of PRC intellectual property-related laws has historically been lacking, primarily because of ambiguities in the PRC
laws and enforcement difficulties. Accordingly, intellectual property rights and confidentiality protections in China may not be as effective
as in the United States or other western countries. Furthermore, policing unauthorized use of proprietary technology is difficult and
expensive, and we may need to resort to litigation to enforce or defend patents issued to us or to determine the enforceability, scope and
validity of our proprietary rights or those of others. Such litigation and an adverse determination in any such litigation, if any, could result in
substantial costs and diversion of resources and management attention, which could harm our business and competitive position.
Our Chinese patents and registered marks may not be protected outside of China due to territorial limitations on enforceability.
In general, patent and trademark rights have territorial limitations in law and are valid only within the countries in which they are
registered.
At present, Chinese enterprises may register their trademarks overseas through two methods. One is to file an application for trademark
registration in each single country or region in which protection is desired, while the other is to apply via the Madrid system for
international trademark registration. By the second way, under the provisions of the Madrid Agreement concerning the International
Registration of Marks (the “Madrid Agreement”) or the Protocol Relating to the Madrid Agreement concerning the International
Registration of Marks (the “Madrid Protocol”), applicants may designate their marks in one or more member countries via the Madrid
system for international registration.
As of the date of the filing, we have registered one trademark at the International Bureau of the World Intellectual Property
Organization (“WIPO”) under the Madrid Agreement and Protocol. We have also applied for territorial extension by designating 15
member countries through WIPO. Currently the registration for this trademark is valid in 13 foreign member countries, including the U.S.
Similar with trademarks, Chinese enterprises may also register their patents overseas through two methods. One is to file an application
for patent registration in each single country or region, and the other is to file international application with the China Intellectual Property
Office or the International Bureau of World Intellectual Property Organization under the Patent Cooperation Treaty. However, such
international application may relate to invention or utility model patents, but does not include industrial design patents.
As of the date of the filing, we have registered one design patent at the United States Patent and Trademark Office. This registration is
only valid in the U.S. For more details, please see the disclosure of our patents
Currently, most of our patents and trademarks are registered in China. If we do not register them in other jurisdictions, they may not be
protected outside of China. As a result, our business and competitive position could be harmed.
7
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 and develop our technology and know-how without infringing third party
intellectual property rights. If we sell our branded products internationally, and as litigation becomes more common in China, we face a
higher risk of being the subject of claims for intellectual property infringement, invalidity or indemnification relating to other parties’
proprietary rights. Our current or potential competitors, many of which have substantial resources and have made substantial investments in
competing technologies, may have or may obtain patents that will prevent, limit or interfere with our ability to make, use or sell our
branded products in either China or other countries, including the United States and other countries in Asia. The validity and scope of
claims relating to patents in our industry involve complex scientific, legal and factual questions and analysis and, as a result, may be highly
uncertain. In addition, the defense of intellectual property suits, including patent 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 technical and management
personnel. Furthermore, an adverse determination in any such litigation or proceedings to which we may become a party could cause us to:
•
•
•
•
•
pay damage awards;
seek licenses from third parties;
pay ongoing royalties;
redesign our branded products; 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 or use of our products, which could have a material adverse effect on our financial condition and results
of operations.
Outstanding bank loans may reduce our available funds.
We have approximately $15.3 million in outstanding bank loans as of December 31, 2015. The loans are held at multiple banks and are
secured by some of our land and property in China as the collateral for the debt. Our assets outside of China, including our Allentown
assets, have not been used as collateral for the foregoing loans. While we believe we have adequate capital to repay these bank loans at
present, there can be no guarantee that we will be able to pay all amounts when due or to refinance the amounts on terms that are
acceptable to us or at all. If we are unable to make our payments when due or to refinance such amounts, our property could be foreclosed
and our business could be negatively affected.
While we do not believe they will impact our liquidity, the terms of the debt agreements impose significant operating and financial
restrictions on us. These restrictions could also have a negative impact on our business, financial condition and results of operations by
significantly limiting or prohibiting us from engaging in certain transactions, including but not limited to: incurring or guaranteeing
additional indebtedness; transferring or selling assets currently held by us; and transferring ownership interests in certain of our
subsidiaries. The failure to comply with any of these covenants could cause a default under our other debt agreements. Any of these
defaults, if not waived, could result in the acceleration of all of our debt, in which case the debt would become immediately due and
payable. If this occurs, we may not be able to repay our debt or borrow sufficient funds to refinance it on favorable terms, if any.
We may be unable to refinance our short-term loans.
We expect to be able to refinance its short-term loans based on past experience and our good credit history. We do not believe failure to
refinance from certain banks will have significant negative impact on our normal business operations. In both 2015 and 2014, our operating
cash flow was positive. In addition, our related parties including our major shareholders and affiliate companies are willing to provide us
financial support. However, it is possible for us to have negative cash flow in the future, and for our related parties to be unable or
unwilling to provide us financial support as needed. As a result, the failure to refinance our short-term loans could potentially affect our
capital expenditure and expansion of business.
If the value of our property decreases, we may not be able to refinance our current debt.
All of our current debt is secured by either mortgages on our real and other business property or guarantees by some of our
shareholders. If the value of our real property decreases, we may find that banks are unwilling to loan money to us secured by our business
property. A drop in property value could also prevent us from being able to refinance that loan when it becomes due on acceptable terms or
at all.
8
We may require additional financing in the future and our operations could be curtailed if we are unable to obtain required additional
financing when needed.
We may need to obtain additional debt or equity financing to fund future capital expenditures. While we do not anticipate seeking
additional financing in the immediate future, any additional equity may result in dilution to the holders of our outstanding shares of capital
stock. Additional debt financing may include conditions that would restrict our freedom to operate our business, such as conditions that:
•
•
•
•
limit our ability to pay dividends or require us to seek consent for the payment of dividends;
increase our vulnerability to general adverse economic and industry conditions;
require us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our
cash flow to fund capital expenditures, working capital and other general corporate purposes; and
limit our flexibility in planning for, or reacting to, changes in our business and our industry.
We cannot guarantee that we will be able to obtain any additional financing on terms that are acceptable to us, or at all.
The loss of any of our key customers could reduce our revenues and our profitability.
Our key customers are principally multinational QSRs, third party distributors, and retail stores, mainly located in the U.S. For the year
ended December 31, 2015, sales to our nine largest customers amounted in the aggregate to approximately 50.9% of our total revenue. For
the year ended December 31, 2014, sales to our nine largest customers amounted in the aggregate to approximately 50.9% of our total
revenue. There can be no assurance that we will maintain or improve the relationships with these customers, or that we will be able to
continue to supply these customers at current levels or at all. Any failure to pay by these customers could have a material negative effect on
our company’s business. In addition, having a relatively small number of customers may cause our quarterly results to be inconsistent,
depending upon when these customers pay for outstanding invoices.
During the years ended December 31, 2015 and 2014, respectively, we had one and zero customers that accounted for 10% or more of
our revenues.
Customer Name
Lollicup USA Inc.
* Less than 10% during the period.
Year Ended
December 31,
2015
Year Ended
December 31,
2014
12.9%
*
If we cannot maintain long-term relationships with these major customers, the loss of our sales to them could have an adverse effect on
our business, financial condition and results of operations.
We buy our supplies from a relatively limited number of suppliers.
During the year ended December 31, 2015, our four largest suppliers accounted for approximately 50% of our total purchases. During
the year ended December 31, 2014, our six largest suppliers accounted for approximately 50.1% of our total purchases. During the years
ended December 31, 2015 and 2014, respectively, we had two and two suppliers that accounted for 10% or more of our purchases.
Supplier Name
Brilliance Resources Company Limited
Koco Group Ltd
Grand Chemical Group
* Less than 10% during the period.
Year Ended
December 31,
2015
Year Ended
December 31,
2014
14.7%
*
17.3%
14.7%
10.2%
*
Because we purchase a material amount of our raw materials from these suppliers, the loss of any such suppliers could result in
increased expenses for our company and result in adverse impact on our business, financial condition and results of operations.
9
Our bank accounts are not fully insured or protected against loss.
We maintain our cash with various banks and trust companies located in mainland China, Hong Kong and the United States. Our cash
accounts in the PRC are not insured or otherwise protected. To the extent our U.S. and Hong Kong accounts were to exceed statutory
amounts, they would also not be fully protected against loss. Should any bank or trust company holding our cash deposits become
insolvent, or if we are otherwise unable to withdraw funds, we would lose the cash on deposit with that particular bank or trust company.
We are substantially dependent upon our senior management and key research and development personnel.
We are highly dependent on our senior management to manage our business and operations and our key research and development
personnel for the development of new products and the enhancement of our existing products and technologies. In particular, we rely
substantially on our Chief Executive Officer, Mr. Xinfu Hu, and our Chief Operating Officer and Chair, Ms. Guilan Jiang, to manage our
operations. Ms. Jiang and Mr. Hu are husband and wife and have been involved in the plastic industry for more than twenty years. Due to
their experience in the industry and long relationships with our customer base, they would be difficult to replace.
While we provide the legally required personal insurance for the benefit of our employees, we do not maintain key person life insurance
on any of our senior management or key personnel. The loss of any one of them would have a material adverse effect on our business and
operations. Competition for senior management and our other key personnel is intense, and the pool of suitable candidates is limited. We
may be unable to quickly locate a suitable replacement for any senior management or key personnel that we lose. In addition, if any member
of our senior management or key personnel joins a competitor or forms a competing company, they may compete with us for customers,
business partners and other key professionals and staff members of our company. Although each of our senior management and key
personnel has signed a confidentiality and non-competition agreement in connection with his employment with us, we cannot assure you
that we will be able to successfully enforce these provisions in the event of a dispute between us and any member of our senior
management or key personnel.
In our efforts to develop new products and methods of manufacturing, we compete for qualified personnel with technology companies
and research institutions. Intense competition for these personnel could cause our compensation costs to increase, which could have a
material adverse effect on our results of operations. Our future success and ability to grow our business will depend in part on the
continued service of these individuals and our ability to identify, hire and retain additional qualified personnel. If we are unable to attract
and retain qualified employees, we may be unable to meet our business and financial goals.
Failure to manage our growth could strain our management, operational and other resources, which could materially and adversely
affect our business and prospects.
Our growth strategy includes increasing market penetration of our existing products, developing new products and increasing the
number and size of customers we serve. Pursuing these strategies has resulted in, and will continue to result in substantial demands on
management resources. In particular, the management of our growth will require, among other things:
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continued enhancement of our research and development capabilities;
stringent cost controls and sufficient liquidity;
strengthening of financial and management controls;
increased marketing, sales and support activities; and
hiring and training of new personnel.
If we are not able to manage our growth successfully, our business and prospects would be materially and adversely affected.
Labor laws in the PRC may adversely affect our results of operations.
Risks Related to Doing Business in China
On June 29, 2007, the PRC government promulgated the Labor Contract Law of the PRC, which became effective on January 1, 2008.
The Labor Contract Law imposes greater liabilities on employers and significantly affects the cost of an employer’s decision to reduce its
workforce. Further, it requires certain terminations be based upon seniority and not merit. In the event we decide to significantly change or
decrease our workforce, the Labor Contract Law could adversely affect our ability to enact such changes in a manner that is most
advantageous to our business or in a timely and cost-effective manner, thus materially and adversely affecting our financial condition and
results of operations.
10
Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China. Such classification will likely result
in unfavorable tax consequences to us and our non-PRC shareholders.
China passed the Enterprise Income Tax Law, or the EIT Law, and it is implementing rules, both of which became effective on January
1, 2008. Under the EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a
“resident enterprise,” meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The
implementing rules of the EIT Law define de facto management as “substantial and overall management and control over the production
and operations, personnel, accounting, and properties” of the enterprise.
On April 22, 2009, the State Administration of Taxation of China, or the SAT, issued the Circular Concerning Relevant Issues
Regarding Cognizance of Chinese Investment Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of
de facto Management Bodies, or the SAT Notice 82, further interpreting the application of the EIT Law and its implementation to offshore
entities controlled by a Chinese enterprise or enterprise group. Pursuant to the SAT Notice 82, an enterprise incorporated in an offshore
jurisdiction and controlled by a Chinese enterprise or enterprise group will be classified as a “non-domestically incorporated resident
enterprise” if (i) its senior management in charge of daily operations reside or perform their duties mainly in China; (ii) its financial or
personnel decisions are made or approved by bodies or persons in China; (iii) its substantial assets and properties, accounting books,
corporate stamps, board and shareholder minutes are kept in China; and (iv) at least half of its directors with voting rights or senior
management often resident in China. After SAT Notice 82, the SAT issued a bulletin, known as SAT Bulletin 45, which took effect on
September 1, 2011, to provide more guidance on the implementation of SAT Notice 82 and clarify the reporting and filing obligations of
such “non-domestically incorporated resident enterprise.” SAT Bulletin 45 provides procedures and administrative details for the
determination of resident status and administration on post-determination matters. On January 29, 2014, the SAT issued Announcement of
the State Administration of Taxation on Recognizing Resident Enterprises Based on the Criteria of de facto Management Bodies, to further
clarify the reporting and filing procedure for offshore entities controlled by a Chinese enterprise or enterprise group and recognized as a
resident enterprise.
The determining criteria set forth in SAT Notice 82 and SAT Bulletin 45 may reflect the SAT’s general position on how the “de facto
management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are
controlled by PRC enterprises, PRC enterprise groups or by PRC or foreign individuals. If the PRC tax authorities determine that FGI or its
subsidiaries is a PRC resident enterprise for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could
follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise
income tax reporting obligations. In our case, this would mean that income such as non-China source income would be subject to PRC
enterprise income tax at a rate of 25%. Currently, we do not have any non-China source income, as we complete our sales, including export
sales, in China. Second, under the EIT Law and its implementing rules, dividends paid to us from our PRC subsidiaries would be deemed as
“qualified investment income between resident enterprises” and therefore qualify as “tax-exempt income” pursuant to the clause 26 of the
EIT Law. Finally, it is possible that future guidance issued with respect to the new “resident enterprise” classification could result in a
situation in which the dividends we pay with respect to our ordinary shares, or the gain our non-PRC stockholders may realize from the
transfer of our ordinary shares, may be treated as PRC-sourced income and may therefore be subject to a 10% PRC withholding tax. If we
are required under the EIT Law and its implementing regulations to withhold PRC income tax on dividends payable to our non-PRC
stockholders, or if non-PRC stockholders are required to pay PRC income tax on gains on the transfer of their shares of ordinary shares,
our business could be negatively impacted and the value of your investment may be materially reduced. Further, if we were treated as a
“resident enterprise” by PRC tax authorities, we would be subject to taxation in both China and such countries in which we have taxable
income, and our PRC tax may not be creditable against such other taxes.
We may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption law.
We are subject to the U.S. Foreign Corrupt Practices Act (“FCPA”), and other laws that prohibit improper payments or offers of
payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the
purpose of obtaining or retaining business. We are also subject to Chinese anti-corruption laws, which strictly prohibit the payment of
bribes to government officials. We have operations, agreements with third parties, and make sales in China, which may experience
corruption. Our activities in China create the risk of unauthorized payments or offers of payments by one of the employees, consultants or
distributors of our company, because these parties are not always subject to our control. We are in process of implementing an
anticorruption program, which prohibits the offering or giving of anything of value to foreign officials, directly or indirectly, for the
purpose of obtaining or retaining business. The anticorruption program also requires that clauses mandating compliance with our policy be
included in all contracts with foreign sales agents, sales consultants and distributors and that they certify their compliance with our policy
annually. It further requires that all hospitality involving promotion of sales to foreign governments and government-owned or controlled
entities be in accordance with specified guidelines. In the meantime, we believe to date we have complied in all material respects with the
provisions of the FCPA and Chinese anti-corruption laws.
However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants or
distributors of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA or Chinese anti-
corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect
our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor
liability FCPA violations committed by companies in which we invest or that we acquire.
11
Uncertainties with respect to the PRC legal system could adversely affect us.
We conduct a substantial amount of our business through our subsidiaries in China. Our operations in China are governed by PRC laws
and regulations. Our PRC subsidiaries are generally subject to laws and regulations applicable to foreign investments in China and, in
particular, laws and regulations applicable to wholly foreign-owned enterprises. The PRC legal system is based on statutes. Prior court
decisions may be cited for reference but have limited precedential value.
Since 1979, PRC 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 some of 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 PRC legal system is based in part on government policies and internal rules (some of
which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of
these policies and rules until sometime after the violation. In addition, any litigation in China may be protracted and result in substantial
costs and diversion of resources and management attention.
Governmental control of currency conversion may affect the value of your investment.
The PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of
currency out of China. FGI receives revenues and purchases raw materials primarily in U.S. dollars but incurs other expenses primarily in
RMB. Although our main suppliers are based in mainland China or based in Hong Kong with Chinese operating subsidiaries, some of them
provide quotations in U.S. dollars. We choose quotations based on price competitiveness. In the past, U.S. dollars quotations were more
competitive so we purchase almost all of our raw materials in U.S. dollars. However, recently several RMB quotations were more
competitive and we accepted them and paid in RMB.
Under our current corporate structure, FGI’s income is primarily derived from dividend payments from our PRC subsidiaries. Shortages
in the availability of foreign currency may restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to pay dividends
or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing PRC 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 loans denominated in foreign currencies. The PRC 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 security-holders.
We are a holding company and we rely for funding on dividend payments from our subsidiaries, which are subject to restrictions under
PRC laws.
We are a holding company incorporated in the Cayman Islands, and we operate our core businesses through our subsidiaries in the PRC
and the United States. Therefore, the availability of funds for us to pay dividends to our shareholders and to service our indebtedness
depends upon dividends received from these PRC subsidiaries. If our subsidiaries incur debt or losses, their ability to pay dividends or
other distributions to us may be impaired. As a result, our ability to pay dividends and to repay our indebtedness will be restricted. PRC
laws require that dividends be paid only out of the after-tax profit of our PRC subsidiaries calculated according to PRC accounting
principles, which differ in many aspects from generally accepted accounting principles in other jurisdictions. PRC laws also require
enterprises established in the PRC to set aside part of their after-tax profits as statutory reserves. These statutory reserves are not available
for distribution as cash dividends. In addition, restrictive covenants in bank credit facilities or other agreements that we or our subsidiaries
may enter into in the future may also restrict the ability of our subsidiaries to pay dividends to us. These restrictions on the availability of
our funding may impact our ability to pay dividends to our shareholders and to service our indebtedness.
Our business may be materially and adversely affected if any of our PRC subsidiaries declare bankruptcy or become subject to a
dissolution or liquidation proceeding.
The Enterprise Bankruptcy Law of the PRC, or the Bankruptcy Law, came into effect on June 1, 2007. The Bankruptcy Law provides
that an enterprise will be liquidated if the enterprise fails to settle its debts as and when they fall due and if the enterprise’s assets are, or are
demonstrably, insufficient to clear such debts.
Our PRC subsidiaries hold certain assets that are important to our business operations. If any of our PRC subsidiaries undergoes a
voluntary or involuntary liquidation proceeding, unrelated third-party creditors may claim rights to some or all of these assets, thereby
hindering our ability to operate our business, which could materially and adversely affect our business, financial condition and results of
operations.
12
According to the SAFE’s Notice of the State Administration of Foreign Exchange on Further Improving and Adjusting Foreign
Exchange Administration Policies for Direct Investment, effective on December 17, 2012, and the Provisions for Administration of Foreign
Exchange Relating to Inbound Direct Investment by Foreign Investors, effective May 13, 2013, if any of our PRC subsidiaries undergoes a
voluntary or involuntary liquidation proceeding, prior approval from the SAFE for remittance of foreign exchange to our shareholders
abroad is no longer required, but we still need to conduct a registration process with the SAFE local branch. It is not clear whether
“registration” is a mere formality or involves the kind of substantive review process undertaken by SAFE and its relevant branches in the
past.
Fluctuations in exchange rates could adversely affect our business and the value of our securities.
Changes in the value of the RMB against the U.S. dollar, Euro and other foreign currencies are affected by, among other things,
changes in China’s political and economic conditions. Any significant revaluation of the RMB may have a material adverse effect on our
revenues and financial condition, and the value of, and any dividends payable on our shares in U.S. dollar terms. For example, to the extent
that we need to convert U.S. dollars into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse
effect on RMB amount we would receive from the conversion. Conversely, if we decide to convert our RMB into U.S. dollars for the
purpose of paying dividends on our Ordinary Shares or for other business purposes, appreciation of the U.S. dollar against the RMB would
have a negative effect on the U.S. dollar amount available to us. In addition, fluctuations of the RMB against other currencies may increase
or decrease the cost of imports and exports, and thus affect the price-competitiveness of our products against products of foreign
manufacturers or products relying on foreign inputs.
Since July 2005, the RMB is no longer pegged to the U.S. dollar. Although the People’s Bank of China regularly intervenes in the
foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate
significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future PRC authorities may lift
restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.
We reflect the impact of currency translation adjustments in our financial statements under the heading “accumulated other
comprehensive income (loss).” For years ended December 31, 2015 and 2014, we had a negative adjustment of $702,167 and a negative
adjustment of $164,781, respectively, for foreign currency translations. Very limited hedging transactions are available in China to reduce
our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions. While we may enter into hedging
transactions in the future, the availability and effectiveness of these transactions may be limited, and we may not be able to successfully
hedge our exposure at all. In addition, our foreign currency exchange losses may be magnified by PRC exchange control regulations that
restrict our ability to convert RMB into foreign currencies.
If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may
have to expend significant resources to investigate and resolve the matter which could harm our business operations and our reputation
and could result in a loss of your investment in our shares, especially if such matter cannot be addressed and resolved favorably.
Recently, U.S. public companies that have substantially all of their operations in China, have been the subject of intense scrutiny,
criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny,
criticism and negative publicity has centered around financial and accounting irregularities, a lack of effective internal controls over
financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in some cases, allegations of fraud. As a
result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply
decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits
and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this
sector-wide scrutiny, criticism and negative publicity will have on our company and our business. If we become the subject of any
unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to
investigate such allegations and/or defend the Company. This situation may be a major distraction to our management. If such allegations
are not proven to be groundless, our company and business operations will be severely hampered and your investment in our shares could
be rendered worthless.
PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident
shareholders to penalties and limit our ability to inject capital into our PRC subsidiary, limit our PRC subsidiary’s ability to distribute
profits to us, or otherwise adversely affect us.
The SAFE promulgated the Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip
Investment through Special Purpose Vehicles, or SAFE Circular 37, in July 2014 that requires PRC residents or entities to register with
SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas
investment or financing. In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose
vehicle undergoes material events relating to any change of basic information (including change of such PRC citizens or residents, name
and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.
13
SAFE Circular 37 was issued to replace the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC
Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75.
If our shareholders who are PRC residents or entities do not complete their registration with the local SAFE branches, our PRC
subsidiary may be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation to us,
and we may be restricted in our ability to contribute additional capital to our PRC subsidiary. Moreover, failure to comply with the SAFE
registration described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.
Ms. Jiang has completed her SAFE Circular 37 registration. Ms. Sujuan Zhu, Mr. Qian Hu, Mr. Xinzhong Wang, Mr. Jinxue Jiang and
Mr. Yongjun Guo have applied to SAFE’s local branch in Taizhou for registration, but we cannot provide any assurances that such
registration will be completed in a timely manner. Moreover, we may not be fully informed of the identities of all our beneficial owners
who are PRC citizens or residents, and we cannot compel our beneficial owners to comply with SAFE registration requirements.
As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC citizens or residents have complied
with, and will in the future make or obtain any applicable registrations or approvals required by, SAFE regulations. Failure by such
shareholders or beneficial owners to comply with SAFE regulations, or failure by us to amend the foreign exchange registrations of our
PRC subsidiary, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our
subsidiaries’ ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and
prospects.
China’s proposed foreign investment law may impose new burdens on our company.
On January 19, 2015, MOFCOM released the draft Foreign Investment Law for public comment (the “Draft FI Law”). The Draft FI
Law proposed fundamental changes to the existing foreign investment legal regime in China. If implemented in its current status, the Draft
FI Law, once effective, will require Taizhou Fuling to submit an annual report to the foreign investment authority. The information
required by the annual report may be extensive and burdensome, such as the foreign invested company’s main products, import and export,
employment, financial status, transactions with our affiliates and material disputes. If we fail to make such reporting timely or if there is any
concealment in such reporting, we may be subject to fines or other regulatory sanctions.
We incur additional costs as a public company, which could negatively impact our net income and liquidity.
Risks Related to Our Corporate Structure and Operation
We are a public company in the United States. As a public company, we incur significant legal, accounting and other expenses that we
did not incur as a private company. In addition, the Sarbanes-Oxley Act and rules and regulations implemented by the SEC and The Nasdaq
Capital Market require significantly heightened corporate governance practices for public companies. We expect that these rules and
regulations to increase our legal, accounting and financial compliance costs and make many corporate activities more time-consuming and
costly.
We do not expect to incur materially greater costs as a public company than those incurred by similarly sized foreign private issuers. If
we fail to comply with these rules and regulations, we could become the subject of a governmental enforcement action, investors may lose
confidence in us and the market price of our Ordinary Shares could decline.
Entities controlled by our employees, officers and/or directors control a majority of our Ordinary Shares, decreasing your influence on
shareholder decisions.
Entities controlled by our employees, officers and/or directors, in the aggregate, continue to own a majority of our outstanding shares.
As a result, our employees, officers and directors possess substantial ability to impact our management and affairs and the outcome of
matters submitted to shareholders for approval. These shareholders, acting individually or as a group, could exert control and substantial
influence over matters such as electing directors and approving mergers or other business combination transactions. This concentration of
ownership and voting power may also discourage, delay or prevent a change in control of our company, which could deprive our
shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our
Ordinary Shares. These actions may be taken even if they are opposed by our other shareholders. See “MAJOR SHAREHOLDERS.”
The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.
We are publicly listed company in the United States. As a publicly listed company, we are required to file periodic reports with the
Securities and Exchange Commission upon the occurrence of matters that are material to our company and shareholders. In some cases, we
need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private
company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in
competing with our company. Similarly, as a U.S.-listed public company, we are governed by U.S. laws that our non-publicly traded
competitors are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness
against such companies, our public listing could affect our results of operations.
14
We are a “foreign private issuer,” and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we
may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times,
which may make it more difficult for you to evaluate our performance and prospects.
We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the
Exchange Act, we are subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic
reporting companies. For example, we are required to issue quarterly reports or proxy statements. We are not required to disclose detailed
individual executive compensation information. Furthermore, our directors and executive officers are required to report equity holdings
under Section 16 of the Exchange Act and are not subject to the insider short-swing profit disclosure and recovery regime.
As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to
ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we are still
subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure
obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not
expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.
As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to
U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. If we opt to rely on such
exemptions in the future, such decision might afford less protection to holders of our ordinary shares.
Section 5605(b)(1) of the Nasdaq Listing Rules requires listed companies to have, among other things, a majority of its board members
to be independent, and Section 5605(d) and 5605(e) require listed companies to have independent director oversight of executive
compensation and nomination of directors. As a foreign private issuer, however, we are permitted to follow home country practice in lieu of
the above requirements. We have agreed with our underwriters that we do not opt to follow home country practice in lieu of such
requirements for two years after the completion of our initial public offering. See “Item 16.G. Corporate Governance.” After this period,
however, we could decide to follow home country practice. Our board of directors could make such a decision to depart from such
requirements by ordinary resolution. The remainder of this risk factor, therefore, discusses risks to shareholders in the event the board of
directors were to depart from some of such Nasdaq requirements and instead follow home country practices.
The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of
independent directors or the implementation of a nominating and corporate governance committee. Since a majority of our board of
directors would not consist of independent directors if we relied on the foreign private issuer exemption, fewer board members would be
exercising independent judgment and the level of board oversight on the management of our company might decrease as a result. In
addition, we could opt to follow Cayman Islands law instead of the Nasdaq requirements that mandate that we obtain shareholder approval
for certain dilutive events, such as an issuance that will result in a change of control, certain transactions other than a public offering
involving issuances of 20% or greater interests in the company and certain acquisitions of the shares or assets of another company. For a
description of the material corporate governance differences between the Nasdaq requirements and Cayman Islands law, see “Description of
Share Capital — Differences in Corporate Law” in our registration statement on Form F-1 (File no. 333-205894), filed with the SEC on
July 28, 2015, as amended.
Our directors’ and executive officers’ other business activities may pose conflicts of interest.
Our directors and executive officers have other business interests outside the company that could potentially give rise to conflicts of
interest. For example, our Chief Operating Officer and Chair, Guilan Jiang, owns 50% of Wenling Fulin Plastic Products Co. Ltd. Ms.
Jiang is also its legal representative and general manager. While this company was previously engaged in the plastics industry and, as a
result, may have competitive overlap with our company, we do not believe it currently competes with our company. Wenling Fulin Plastic
Products Co. Ltd. is a holding company with no investment in any competing business with us, although it has investment in a local
commercial bank and leases its land to a restaurant. While the company was previously in our industry, this privately held company’s
operations, but not the name, have changed. Notwithstanding the foregoing, if this company were to begin to operate within our industry,
we might find a conflict of interest.
Although her business working time at this company is flexible, Ms. Jiang has historically devoted very limited time to matters
concerning Wenling Fulin Plastic Products Co. Ltd., and most of her time to matters for FGI. If Ms. Jiang devotes any significant time and
effort to this other company in the future, such business activities could both distract her from focusing on FGI and pose a conflict of
interest to the extent her activities at Wenling Fulin Plastic Products Co. Ltd. compete with our company.
An insufficient amount of insurance could expose us to significant costs and business disruption.
While we have purchased insurance, including export transportation, product liability and account receivable insurance, to cover certain
assets and property of our business, the amounts and scope of coverage could leave our business inadequately protected from loss. For
example, not all of our subsidiaries have coverage of business interruption insurance. If we were to incur substantial losses or liabilities due
to fire, explosions, floods, other natural disasters or accidents or business interruption, our results of operations could be materially and
adversely affected.
15
Risks Related to Ownership of Our Ordinary Shares
We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth
companies will make our Ordinary Shares less attractive to investors.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we
continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic
reports and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we
could lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year
period, or if the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in
which case we would no longer be an emerging growth company as of the following December 31. We cannot predict if investors will find
our Ordinary Shares less attractive because we may rely on these exemptions. If some investors find our Ordinary Shares less attractive as a
result, there may be a less active trading market for our Ordinary Shares and our share price may be more volatile.
Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those
standards apply to private companies. We have irrevocably elected not to avail our company of this exemption from new or revised
accounting standards and, therefore, are subject to the same new or revised accounting standards as other public companies that are not
emerging growth companies.
If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose
confidence in the accuracy and completeness of our financial reports and the market price of our Ordinary Shares may decline.
As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such
internal control. In addition, beginning with this annual report on Form 20-F, we are required to furnish a report by management on the
effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We are in the process of
designing, implementing, and testing the internal control over financial reporting required to comply with this obligation, which process is
time consuming, costly, and complicated. In addition, our independent registered public accounting firm is required to attest to the
effectiveness of our internal control over financial reporting beginning with our annual report on Form 20-F following the date on which
we are no longer an “emerging growth company,” which may be up to five full years following the date of our initial public offering. If we
identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section
404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public
accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required,
investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Ordinary Shares could
be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the
Securities and Exchange Commission, or the SEC, or other regulatory authorities, which could require additional financial and management
resources.
The requirements of being a public company may strain our resources and divert management’s attention.
As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the
Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the securities exchange on which we list, and other
applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and
regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or
costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The
Exchange Act requires, among other things, that we file annual and current reports with respect to our business and operating results. In
addition, as long as we are listed on The Nasdaq Capital Market, we are also required to file semi-annual financial statements.
As a result of disclosure of information in this annual report and in filings required of a public company, our business and financial
condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third
parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or
are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management
and adversely affect our business, brand and reputation and results of operations.
We also expect that being a public company and these rules and regulations make it more expensive for us to obtain director and officer
liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors
could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit
committee and compensation committee, and qualified executive officers.
16
The market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be
able to resell your shares at or above the price you paid.
The trading price for our Ordinary Shares have fluctuated since we first listed our Ordinary Shares. Since our Ordinary Shares became
listed on the Nasdaq on November 4, 2015, the trading price of our Ordinary Shares has ranged from US $2.241 to US $5.27 per common
share, and the last reported trading price on March 24, 2016 was $2.6499 per Ordinary Share. The market price of our Ordinary Shares may
fluctuate significantly in response to numerous factors, many of which are beyond our control, including:
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actual or anticipated fluctuations in our revenue and other operating results;
the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who
follow our company, or our failure to meet these estimates or the expectations of investors;
announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic
partnerships, joint ventures, or capital commitments;
price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
lawsuits threatened or filed against us; and
other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.
In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the
market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or
disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class action litigation
following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert
resources and the attention of management from our business, and adversely affect our business.
We have broad discretion in the use of the net proceeds from our initial public offering and may not use them effectively.
To the extent we determine that the proposed uses set forth in in the section titled “Use of Proceeds” in our initial public offering
registration statement are no longer in the best interests of our Company, we cannot specify with any certainty the particular uses of such
net proceeds that we received from our initial public offering. However, we advise shareholders as required in our annual reports on Form
20-F of any changes in application of funds and will file a current report on Form 6-K to the extent we determine such changes in
application must be disclosed more quickly.
Our management has broad discretion in the application of such net proceeds, including working capital, possible acquisitions, and
other general corporate purposes, and we may not spend or invest these proceeds in a way with which our stockholders agree. The failure
by our management to apply these funds effectively could harm our business and financial condition. Pending their use, we may invest the
net proceeds from our initial public offering in a manner that does not produce income or that loses value.
We do not intend to pay dividends for the foreseeable future.
We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to
declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Ordinary
Shares if the market price of our Ordinary Shares increases.
We incur increased costs as a result of being a public company.
As a public company, we incur legal, accounting and other expenses that we did not incur as a private company. For example, we must
now engage U.S. securities law counsel and U.S. auditors that we did not require as a private company, and we have annual payments for
listing on Nasdaq. In addition, the Sarbanes-Oxley Act, as well as new rules subsequently implemented by the SEC and Nasdaq, have
required changes in corporate governance practices of public companies. We expect these new rules and regulations to increase our legal,
accounting and financial compliance costs and to make certain corporate activities more time-consuming and costly. In addition, we incur
additional costs associated with our public company reporting requirements. While it is impossible to determine the amounts of such
expenses, we expect that we incur expenses of between $500,000 and $1 million per year that we did not experience as a private company.
17
We are subject to liability risks stemming from our foreign status, which could make it more difficult for investors to sue or enforce
judgments against our company.
Most of our operations and assets are located in the PRC. In addition, most of our executive officers and directors are non-residents of
the U.S., and much of the assets of such persons are located outside the U.S. As a result, it could be difficult for investors to effect service
of process in the U.S., or to enforce a judgment obtained in the U.S. against us or any of these persons.
In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United
States. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any
such action, may result in the rights of shareholders of a Cayman Islands company being more limited than those of shareholders of a
company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that
corporate wrongdoing has occurred. The Cayman Islands courts are also unlikely to recognize or enforce against us judgments of courts in
the United States based on certain liability provisions of U.S. securities law; and to impose liabilities against us, in original actions brought
in the Cayman Islands, based on certain liability provisions of U.S. securities laws that are penal in nature. There is no statutory recognition
in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and
enforce the non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. This means that even if
shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered.
Lastly, under the law of the Cayman Islands, there is little statutory law for the protection of minority shareholders. The principal
protection under statutory law is that shareholders may bring an action to enforce the constituent documents of the corporation, our First
Amended and Restated Memorandum and Articles of Association. Shareholders are entitled to have the affairs of the company conducted
in accordance with the general law and the articles and memorandum.
There are common law rights for the protection of shareholders that may be invoked, largely dependent on English company law, since
the common law of the Cayman Islands for business companies is limited. Under the general rule pursuant to English company law known
as the rule in Foss v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minority
of its shareholders who express dissatisfaction with the conduct of the company’s affairs by the majority or the board of directors.
However, every shareholder is entitled to have the affairs of the company conducted properly according to law and the constituent
documents of the corporation. As such, if those who control the company have persistently disregarded the requirements of company law or
the provisions of the company’s First Amended and Restated Memorandum and Articles of Association, then the courts will grant relief.
Generally, the areas in which the courts will intervene are the following: (1) an act complained of which is outside the scope of the
authorized business or is illegal or not capable of ratification by the majority; (2) acts that constitute fraud on the minority where the
wrongdoers control the company; (3) acts that infringe on the personal rights of the shareholders, such as the right to vote; and (4) where
the company has not complied with provisions requiring approval of a special or extraordinary majority of shareholders, which are more
limited than the rights afforded minority shareholders under the laws of many states in the United States.
Our board of directors may decline to register transfers of ordinary shares in certain circumstances.
Our board of directors may, in its sole discretion, decline to register any transfer of any ordinary share which is not fully paid up or on
which we have a lien. Our directors may also decline to register any transfer of any share unless (i) the instrument of transfer is lodged with
us, accompanied by the certificate for the shares to which it relates and such other evidence as our board of directors may reasonably
require to show the right of the transferor to make the transfer; (ii) the instrument of transfer is in respect of only one class of shares; (iii)
the instrument of transfer is properly stamped, if required; (iv) in the case of a transfer to joint holders, the number of joint holders to whom
the share is to be transferred does not exceed four; (v) the shares conceded are free of any lien in favor of us; or (vi) a fee of such maximum
sum as Nasdaq may determine to be payable, or such lesser sum as our board of directors may from time to time require, is paid to us in
respect thereof.
If our directors refuse to register a transfer they shall, within one month after the date on which the instrument of transfer was lodged,
send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice being given by
advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such
periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be
suspended nor the register closed for more than 30 days in any year.
You may be unable to present proposals before general meetings or extraordinary general meetings not called by shareholders.
Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders
with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association.
Our First Amended and Restated Articles of Association allow our shareholders holding shares representing in aggregate not less than 20%
of our voting share capital in issue, to requisition an extraordinary general meeting of our shareholders, in which case our directors are
obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting.
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Although our First Amended and Restated Articles of Association do not provide our shareholders with any right to put any proposals
before annual general meetings or extraordinary general meetings not called by such shareholders, any shareholder may submit a proposal
to our board of directors for consideration of inclusion in a proxy statement. Advance notice of at least ten calendar days is required for the
convening of our annual general shareholders’ meeting and any other general meeting of our shareholders. A quorum required for a
meeting of shareholders consists of at least one shareholder present or by proxy, representing not less than one-third in nominal value of the
total issued voting shares in our company.
Item 4. Information on the Company
A. History and Development of the Company
Fuling Global Inc. (“FGI”) was incorporated in the Cayman Islands on January 19, 2015. FGI has an indefinite term. FGI, its
subsidiaries and its variable interest entity (“VIE”) (collectively the “Company”) are principally engaged in the production and distribution
of environmentally-friendly plastic serviceware in the People’s Republic of China (“PRC” or “China”) and United States (“U.S.”). Most
products are exported to the U.S. and Europe and sold to major fast food chains and wholesalers.
The address of FGI’s principal place of business is Southeast Industrial Zone, Songmen Town, Wenling, Zhejiang Province, People’s
Republic of China 317511. FGI’s phone number is +86-576-86623058. We have appointed C T Corporation System (The Corporation
Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801) as our agent to receive service of process with
respect to any action brought against us in the courts of the State of Delaware under the federal securities laws of the United States or under
the securities laws of the State of Delaware.
Taizhou Fuling Plastics Co., Ltd. (“Taizhou Fuling”) was established on October 28, 1992 as a Sino-Foreign joint venture under the
laws of the People’s Republic of China (“China” or “PRC”) with initial registered capital of $510,000.
On April 26, 2004, Total Faith Holdings Limited (“Total Faith”) was incorporated in British Virgin Islands.
In May 2005, Total Faith became one of Taizhou Fuling’s shareholders. The other shareholder was Wenling County Songmen Plastic
Co., Ltd. (“Wenling Songmen”). In the same month, Wenling Songmen and Total Faith added $846,300 and $289,700, respectively, to the
registered capital of Taizhou Fuling.
In December 2005, Taizhou Fuling changed its name to Zhejiang Fuling Plastic Co., Ltd. Wenling Songmen and Total Faith added
$745,000 and $255,000, respectively, to the registered capital.
In November 2006, Taizhou Fuling changed its name from Zhejiang Fuling Plastic Co., Ltd. to Taizhou Fuling Plastics Co., Ltd. and
extended its term from 15 years to 25 years. In July 2015, Taizhou Fuling extended its term from 25 years to 45 years. Therefore, its term is
from October 28, 1992 to October 27, 2037.
In November 2007, Wenling Songmen and Total Faith added $670,500 and $229,500, respectively, to the registered capital.
On March 12, 2009, Wenling Songmen, one of Taizhou Fuling’s two investors, changed its name to Wenling Fulin Plastic Products Co.
Ltd.
In May 2014, Total Faith added $7,530,000 of registered capital to Taizhou Fuling. Wenling Songmen waived its right to add registered
capital. As a result, Total Faith and Wenling Songmen held 76% and 24%, respectively, of the equity interests in Taizhou Fuling at the
time. The total registered capital was increased to $11,110,000.
On May 28, 2014, Total Faith acquired Wenling Songmen’s 24% interest in Taizhou Fuling for RMB 29 million, which was funded by
a loan from Wenling Songmen for RMB 12.6 million and capital investment from Ms. Jiang for RMB 16.4 million. In compliance with
Chinese business regulations, in order to update business registration with State Administration for Industry and Commerce, the
consideration should be determined based on “fair value” of the interest transferred, which was determined to be RMB 29 million,
compared to RMB 16.4 million, the registered capital owned by Wenling Songmen. Total Faith, Wenling Songmen agreed that loan would
be settled automatically after the RMB 12.6 million paid to Wenling Songmen, which is the excess to the register capital. As a result of the
acquisition, Taizhou Fuling changed its entity type from a Sino-Foreign joint venture to a wholly foreign owned enterprise (“WFOE”).
Taizhou Fuling is now 100% owned by Total Faith.
Taizhou Fuling has three wholly-owned subsidiaries, Zhejiang Great Plastics Technology Co., Ltd. (“Great Plastics”), Fuling Plastic
USA, Inc. (“Fuling USA”), and Direct Link USA LLC (“Direct Link”).
Great Plastics was incorporated in China in March 2010 and principally engaged in the production of drinking straws, cup and plate
items. Fuling USA was incorporated in the Commonwealth of Pennsylvania in 2014. Fuling USA is establishing the Company’s first
production factory in the U.S. and will principally engage in the production of cutlery and straw items. Direct Link was incorporated in the
State of Delaware in 2011. Great Plastics and Fuling USA serve as import trading companies of Taizhou Fuling in the United States.
Prior to the incorporation of Fuling USA, we incorporated a similarly-named wholly-owned subsidiary in New York named Fuling
Plastics USA Inc. (“Old Fuling USA”) in 2009. (Note that Fuling USA’s name is the singular Fuling Plastic, rather than the plural Fuling
Plastics.) Old Fuling USA served as a trading company that imported certain products from our China facilities and sold them to our
customers in the U.S. Since we incorporated Fuling USA in 2014 in Pennsylvania to coordinate our Allentown project, we no longer
needed to maintain Old Fuling USA and reduced its operations in January 2014. Old Fuling USA was dissolved on April 8, 2015.
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Total Faith effectively controls Domo Industry Inc. (“Domo”), a U.S. company established in the State of New York in October 2007,
based on the fact that Domo’s equity at risk is not sufficient to permit it to carry on its activities without additional subordinated financial
support from Total Faith. Total Faith is obligated to absorb a majority of the risk of loss from Domo’s activities and to receive the majority
of Domo’s residual returns. Based on this arrangement, Total Faith has gained effective control over Domo and Domo is considered a
Variable Interest Entity (“VIE”) under Accounting Standards Codification (“ASC”) 810-10-05-08A. Accordingly, Total Faith consolidates
Domo’s operating results, assets and liabilities.
On January 9, 2015, Fuling USA transferred 100% of its interest in Direct Link to Taizhou Fuling, and Ms. Jiang transferred her 49%
interest in Domo to Total Faith, both in connection with the reorganization of our corporate structure in preparation for our initial public
offering. On February 19, 2015, Ms. Jiang transferred her interest in Total Faith, which is 100% of the equity of Total Faith, to FGI. At the
completion of these transactions, (i) Total Faith owns 49% of the equity of Domo but maintains effective control; (ii) Taizhou Fuling owns
100% of the equity of Direct Link; (iii) FGI owns 100% of the equity of Total Faith; and (iv) eight shareholders own 100% of the equity of
FGI.
In November 2015, we completed our initial public offering, in which we offered and sold an aggregate of 4,038,423 ordinary shares.
We received approximately US $20 million in proceeds before expenses. Our ordinary shares are listed on the Nasdaq under the
symbol “FORK.”
In November 2015, Total Faith increased Taizhou Fuling’s registered capital from $11.11 million to $21.63 million.
B. Business Overview
We have been in business since 1992. In the beginning, however, we did not produce the disposable serviceware products we produce
today. Instead, for our first 10 years, we sold plastic household articles, baskets and other plastic products mainly in Europe. During this
time, we were a relatively small company generating a few million dollars per year in revenue.
In 2003, the focus of our company changed dramatically. We met a company from Pennsylvania at the China Import and Export Fair in
2003, and they were looking for a supplier of disposable plastic serviceware products to serve one of their large customers. Although we
had not, at that time, ever produced cutlery of any type, we saw the opportunity to help this company, which had more than 70 years of
operating history, meet its production requirements for a large customer.
Many of our competitors turned away from an opportunity like this, since the production of disposable serviceware was seen as a low
profit venture. Although the profit margins were lower, the revenues were significantly higher, allowing us to reach revenues of more than
$10 million per year in 2003 and 2004.
Our customer was pleased with the quality of our products, and we began to increase our production levels to meet the new demand.
There were, of course, some challenges along the way as we learned the requirements and increasing environmental sensitivities of our new
industry. For example, we were initially unprepared for the audits conducted by QSR chains when the customer’s Shanghai branch first
visited our factory. After failing that first inspection, we tirelessly worked to address all of the issues noted and succeeded in passing the
audit just seven short days later.
As we increased our business supplying our first QSR chain, other customers sought us out to provide disposable serviceware products
as well. Continued growth raised our sales to approximately $20 million per year in 2008.
In 2009, we started to work directly with U.S. customers rather than through intermediaries. Although this decision has been an
important component of our long-term success, our orders temporarily decreased, affecting our sales during the period, as some distributors
sourced products from some of our competitors that lacked the ability to compete directly with such intermediaries.
We saw these challenges as an opportunity to continue growing our business. We began our own research and development efforts to
differentiate our company from the numerous small Chinese factories that were capable of filling existing demand but lacked the ability to
develop new materials and production machines. We have also retained Mr. John Kunes, an experienced executive in the U.S. plastic
foodservice disposable industry, who was instrumental in helping us build direct relationships with QSR chains. Mr. Kunes currently serves
as an Executive Vice President of Fuling USA.
As we have grown into a mature company in our industry, we have developed four main types of customers:
1. Dealers
2. QSRs
3. Manufacturers
4. Retailers
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Foodservice Disposables — Generally
Our Industry
The foodservice disposables industry is segmented into (1) packaging, (2) serviceware and (3) napkins and other disposables. According
to a 2013 report by the Freedonia Group, demand for the entire foodservice disposable industry is projected to reach $19.7 billion by 2017,
representing compound annual growth of 3.6% per year from 2012 sales of $16.5 billion. This projected growth rate is based on a historical
compound annual growth rate of 3.7% from 2007 through 2012. The industry projection consists of a blended compound annual growth
rate of 4.1% in packaging, 3.2% in serviceware and 2.2% in napkins and other disposables, compared with historical compound annual
growth rates of 4.1%, 3.5% and 2.3%, respectively, in the 2007 to 2012 period.
Serviceware Segment
Our products consist predominantly of serviceware, which includes cutlery, drinking straws, cups and plates. Approximately 45.5% of
foodservice disposable sales were for disposable serviceware:
(The Freedonia Group, Inc.)
Serviceware segment’s total revenues in 2012 were $7.5 billion, compared with $6.3 billion in 2007. By far, the largest component of
serviceware products is cups, including beverage cups and portion cups, which accounted for approximately 55% of demand in the segment
in 2012. According to 2014 polls conducted by Experian, nearly 65% of U.S. households use disposable cups and plates, and of those who
use such products, more participants said they use the store brand (26.5%) than the next highest brand preference (20.1%). For companies
like ours, which produce products under the brand names of our customers, the absence of strong brand loyalty in our industry is positive
news.
Demand for serviceware has been driven by continued strength in QSR demand and the growth of limited service restaurants and
retailer in-store cafes and snack bars.
Raw Materials in Foodservice Disposables Industry
Foodservice disposables use a variety of materials, depending on the intended use of such disposables. Approximately 7.3 billion
pounds of raw materials were used in manufacturing foodservice disposables in 2012:
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(The Freedonia Group, Inc.)
Paper products are commonly used for bags, soda and coffee cups, napkins and wrapping papers. Aluminum foil products are often
found in limited service restaurant take-out containers and foil/paper laminated wraps. Plastics (including a variety of polystyrene (“PS”),
polypropylene (“PP”), polyethylenes and degradable resins) are seen in utensils, straws, clamshell containers, cups and container lids.
Plastics have an important role in the foodservice disposables industry, due to their impressive range of appropriate uses: keeping food
hot, keeping food cold, low cost, light weight, water-tightness, clarity, flavor neutrality and malleability for different uses.
While we believe we are able to produce products that can be used for a variety of uses, we also recognize that specific products may be
better suited for desired uses: for example, while we produce plastic drinking straws and are able to produce plastic wrappers for such
straws, our customers typically prefer that we obtain paper wrappers for the straws we provide to them, both for cost reasons and also for
safety reasons, as wet plastic wrappers may become pose accident risks on QSR floors.
Moreover, even where plastic products are well suited to specific uses, consumer preferences may affect demand. For example, few
materials are better suited to keeping coffee warm (and avoiding burning the hands holding that coffee) than foamed polystyrene cups;
however, due to environmental concerns some QSRs and other customers have chosen paper cups and cardboard sleeves as an alternative to
foamed polystyrene. Indeed, some municipalities and states in the United States have proposed regulations that would prevent such cups
from being sold.
To address these consumer requirements and to anticipate local ordinances, manufacturers like our company have researched and
developed environmentally-friendly alternatives to traditional plastic products. As of 2012, degradable products accounted for almost 2% of
the total foodservice disposables revenue in the United States. Cups and containers made up approximately 75% of that demand.
Degradable plastics consist primarily of starch-based plastics and polylactic acid (“PLA”).
Our Products
While a majority of our products purchased by our customers use the above-mentioned PP and PS including General Purpose
Polystyrene (“GPPS”) and High Impact Polystyrene (“HIPS”), we focused on developing more environmentally-friendly solutions in order
to continue to compete as our target markets’ environmental laws become more stringent. We have already seen products like foamed
polystyrene banned or heavily restricted in some of our target markets. We believe that by providing biodegradable disposable food service
items, we may find a competitive advantage over companies that produce only traditional, less environmentally-friendly products.
We have collaborated with the Technical Institute of Physics and Chemistry, Chinese Academy of Sciences in research regarding
foodservice disposables technology in materials, processes and systems. Under the terms of the Technology Development & Cooperation
Contract between Taizhou Fuling and Chinese Academy of Sciences, the right to apply for a patent of an invention or creation and the right
to use the know-how achieved in cooperative development shall be jointly owned by the parties thereto. Moreover, according the PRC
Contract Law, if the Chinese Academy of Sciences transfers the right to apply for a patent, Taizhou Fuling has the right of first refusal
under the same conditions.
It is through these collaborations that we have secured important breakthroughs resulting in proprietary knowledge and patents.
Currently our research focuses on the latest biodegradable materials, including Polybutylene Succinate (“PBS”), PLA, and cellulose.
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1. PBS is crystallized biodegradable polyester. As PBS decomposes naturally into water and carbon dioxide, it is a biodegradable
alternative to some common plastics. It is both a green and environmentally-friendly material. It has high mechanical performance,
good toughness, good thermal stability, and a wide range of processing temperature and high heat deflection temperature. PBS can be
processed by various molding ways with normal equipment. To meet the requirements of various products, it can be mixed with other
biodegradable or natural materials, such as PLA, polypropylene carbonate (“PPC”), polyhydroxyalkanoates (“PHAs”),
Polycaprolactone (“PCL”) and starch or wood powder.
2. PLA is a biodegradable thermoplastic aliphatic polyester derived from renewable resources, such as corn starch (in the United States),
tapioca roots, chips or starch (mostly in Asia), or sugarcane (in the rest of the world). In 2010, PLA had the second highest
consumption volume of any bioplastic of the world.
3. Cellulose is an organic compound. It is the most abundant organic polymer on Earth. Cellulose has no taste, is odorless, is insoluble
in water and most organic solvents and is biodegradable. Hydroxyl bonding of cellulose in water produces a sprayable, moldable
material as an alternative to the use of plastics.
Our advanced R&D center in Wenling, Zhejiang aims to develop five new products every year. While our ability to maximize use of
biodegradable materials will ultimately hinge on customer demand, we seek to maximize the environmental friendliness of our products.
For a list of some of our recent research projects, see “BUSINESS — Research and Development.”
Our Environmental Stewardship Measures
We endeavor to increase our production of environmentally-friendly products and reduce pollution in the production process. Because
of our achievements in clean production, energy-savings, pollution control and environmental management, we have been recognized as a
Zhejiang Advanced Enterprise on Clean Production, which is currently effective from 2012 to 2017. We have been awarded this
recognition continuously since 2005.
We have formulated various environmental manuals and policies, including Environmental Targets, Environmental Measure
Implementation Plan and Environmental Training Management Procedure. We also have founded an environmental management group
whose members have relevant environmental management qualifications and experience. We keep complete records of our clean
production files. We have implemented examination equipment for monitoring pollution and full operations records of our environmental
protection facility. We strictly comply with laws and regulations about environmental protection and comprehensive utilization of
resources. We have never been penalized by any environmental protection governmental agency.
We have obtained several environmental stewardship-related certificates for our management systems that are listed in the following
table.
Issuing Authority
Beijing Zhong-An-
Zhi-Huan
Certification
Center
Certificate
Environmental
Management
System Certificate
Fuling Environmental Stewardship-related Certificates
Recipient
Taizhou Fuling
Standard
GB/T 24001 — 2004/ISO
14001:2004
Applicable to
Plastic drinking cups and
disposable plastic tableware
production and service
Valid Period
2014-09-15 until
2017-09-14
Beijing Zhong-An-
Zhi-Huan
Certification
Center
Environmental
Management
System Certificate
Great Plastics
GB/T 24001 — 2004/ISO
14001:2004
Production and related activities
of disposable plastic cutlery and
plastic cups
2014-09-15 until
2017-09-14
Product Mix
Production Strategy
While we will continue to improve our traditional serviceware segment offerings, we plan to grow our packaging segment. Our
customers in this segment are mainly retailers and wholesalers. While packaging materials currently constitute a small percentage of our
sales revenue, we aim to achieve significant growth in this segment. Our decision is based on following reasons:
(1) Our packaging products have the same customer base as our serviceware products.
(2) Several big cities including New York have discussed or announced bans on some level of plastic foam containers. Many of these
containers are made of a plastic resin known as expanded polystyrene. These polystyrene materials are difficult to recycle and do not bio-
degrade naturally. Considering the amount of plastic foam containers consumed every day in big cities which will soon be banned and
increasing political and socioeconomic pressures, we estimate that environmentally-friendly packaging products like ours will be
competitive alternatives for a variety of new customers.
23
(3) Our R&D efforts and production facilities have prepared us to provide advanced environmentally-friendly packaging products to
meet demand.
Manufacturing Location
The United States is one of the world’s largest users of foodservice disposables; however, the United States has historically relied on
imported products, as U.S. manufacturing has been unable to meet the required pricing levels. We currently produce substantially all of our
products in China and ship them to the United States for warehousing and sale. In 2014, we commenced construction of a facility in
Allentown, Pennsylvania. Because of our success in automating the manufacturing process, we believe that the Allentown facility will
provide us a platform to manufacture products in the United States, particularly where doing so is cost effective for us.
Of the three categories of products we produce, the production of cutlery will likely continue to occur in China, since our cutlery
production process is already heavily streamlined and the cost savings we receive from labor cost differences between the U.S. and China,
combined with our ability to pack shipments densely for transportation to the United States, makes it cost-effective to maintain production
in China at present.
By contrast, cups and straws or similar hollow products are less cost effectively produced in China, since these products cannot be
packed as tightly as cutlery. As a result, shipping costs tend to be a higher percentage of the total cost of these products. If we have
substantial and consistent orders, we plan to fill the majority of such orders for drinking straws and cups from our Allentown factory.
The factors involved in determining where we will manufacture a given product generally consist of the following:
1. Labor costs. Currently the United States is much more expensive per hour for laborers, although U.S. laborers tend to be more
productive in the same amount of time.
2. Raw materials. The United States is slightly more expensive for raw materials that we use in production of our products than China
is.
3. Electricity. Electricity needed to produce our products costs more in China than in the United States.
4. Shipping. If we ship the products from China to the United States for sale, shipping costs can account for up to 40% of the price of
the product, depending upon the location and the product.
5. Taxes. Taxes on our income are higher for sales in the United States than for sales in China.
As a result of analyzing these factors, we determined that it was in the best interest of our company to invest in America, hire U.S.
workers and produce certain of our products in Allentown. Because we expect labor costs in China will continue to approach U.S. rates and
electricity and shipping costs from China will continue to be comparatively expensive, we look forward to expanding operations in our
Allentown facility. We are manufacturing drinking straws in our Allentown facility. We will also consider investing in manufacturing cups
in the United States.
Decision to Invest in Allentown
Allentown Expansion
Based on the above analysis of the merits of moving production of some of our products to the United States, our next decision was
where to invest. We chose Allentown, Pennsylvania as the city to develop our first production line in the United States because of its
superior geographic location, strong economic status, and ties to China.
Allentown is Pennsylvania’s third most populous city and is currently the fastest growing city in Pennsylvania. Part of the New York
City Metropolitan Area, Allentown is 50 miles north-northwest of Philadelphia, the fifth most populous city in the United States; 90 miles
east-northeast of state capital Harrisburg and 90 miles west of New York City, the nation’s largest city.
Four expressways run through the Allentown area, and the city is also a regional center for commercial freight rail traffic and is close to
several major airports. As a result, we expect transportation of our products to our customers will be convenient and efficient.
Pennsylvania is home to fifty Fortune 500 companies. Pennsylvania’s 2013 total gross state product of $644 billion ranks the state 6th in
the nation. If Pennsylvania were an independent country, its economy would rank as the 18th largest in the world. Moreover, Pennsylvania
has a beneficial taxation policy that was attractive to our company in deciding where to locate manufacturing operations. In Pennsylvania,
personal income tax is a flat 3.07%. The corporate net income tax is 9.9% and is levied on federal taxable income, without the federal net
operating loss deduction. In addition, Pennsylvania allows a 20-year net operating loss carry forward of up to $2 million a year.
24
Finally, Pennsylvania has a strong trade relationship with China. Other than Canada and Mexico, China was the largest destination for
exports from Pennsylvania, with $2.91 billion in exports in 2013.
Allentown Project Plan
Estimate of the amount of expenditures
The total investment spent on the project was roughly $7.5 million, including approximately $3.0 million of fixed asset investment, and
$4.5 million of working capital. We plan to finance the project with additional capital investment of approximately $7.2 million in
equipment and machinery in 2016 and 2017. If we choose to increase production capability, we will incur additional costs.
Schedule
We signed the lease of the factory and acquired property for our Allentown facility in 2013 for $235,089.18. For the year ended
December 31, 2015, we paid rental fees of approximately $45,000 per month, including tax and insurance. As of the time of this filing, we
have paid approximately $1.7 million for factory renovations.
The preparatory work for the project began in the second half of 2013, and in October 2013 we committed with the Pennsylvania
Department of Commerce to invest and build the factory in Pennsylvania.
We completed preparations for the preliminary stage of the project in early 2014. From May 2014 to December 2014, we finished the
construction and renovation of the factory.
From January 2015 to May 2015, we purchased and installed the initial six straw production lines at a cost of approximately $1 million.
These six production lines are operational now and enable us to manufacture on average 4 million straws per day. We have the ability to
expand to twenty-four production lines.
As of March 2016, we are installing an additional six straw production lines at a total cost of about $610,000. After these twelve
production lines are put into operation and function properly, we plan to install another twelve straw product lines, six to be installed by
June of 2016 and six to be installed by the end of 2016.
We estimate that the project will be fully completed and its entire operating capacity installed and ready for use in September 2017.
Increase of Production Capacity Anticipated after Completion
The designated annual capacity is 4,800 tons of straw series products if all the 24 straw production lines are put into operations.
According to our industry experience, market development and detailed specifications of this project, we estimate that in the third full year
of the project (October 2015 to September 2016), the production load should reach 50% of total designated production capacity, and 100%
in the fourth year (October 2016 to September 2017), as illustrated in the following chart:
Production Load Estimate
Project
Production Load
Straw Production (tons)
Environmental Considerations
In 3rd Year
In and After
4th Year
50%
2,400
100%
4,800
The products from the Allentown project are designed to meet the environmental protection trends in the United States. The project’s
products are disposable plastic straws, which can be customized according to the specific needs of customers: either custom manufactured
biodegradable products or general products. In the U.S. market, our customers are increasingly requesting biodegradable products. With the
growing awareness of environmental protection and the implementation of local government initiatives limiting plastic use and/or favoring
recyclable or biodegradable products, we expect we will see demand for biodegradable products increase in the future. We have designed
the Allentown project to be able to deliver products that address these trends.
Our company will strictly follow applicable environmental regulations and policies including the National Environmental Policy Act,
and other related policies such as the Clean Air Act and the Clean Water Act.
25
Location
Below is a diagram of the location of our Allentown facility.
As can be seen in the above map, the Allentown facility is located conveniently near the intersection of the Lehigh Valley Thruway
(U.S. Route 22), which stretches from Cincinnati, Ohio to Newark, New Jersey, and Pennsylvania Route 100, which runs from Pleasant
Corners through Philadelphia and into Chester County, Pennsylvania. In addition, the facility is less than 10 minutes from I-78, a major
road that sees more than 4 million trucks annually and links New York City and New Jersey with western points.
In addition, its proximity to Lehigh Valley International Airport and Newark Liberty International Airport, both of which serve
scheduled airlines and cargo traffic, executive aviation as well as various logistics cargos, makes this area attractive and fitting for this
facility.
Facility
Our Allentown facility structure consists of 88,000 square feet on 7.7 acres of land:
26
The current build-out plan is as depicted below. The blue figures in the left lower corner represent our first 6 straw production lines that
we have installed. We next intend to build the remaining product lines.
Current Stage
We have finished all the preparation work of the project, including leasing the warehouse and renovation of the factory. We also have
purchased and installed 6 straw production lines at a purchase and installation cost of approximately $1 million and all of these production
lines are operational. We are installing an additional 6 straw production lines at a total cost of about $610,000. The 6 new straw production
lines will double the factory’s capacity to 2,400 tons per year.
We are also installing and testing two automated packaging machines. If these straw packaging machines prove successful, we will
purchase and install another four. The cost of these auto-packers is $30,000 each. In addition, we are in the process of designing and
installing the raw material storage and feeding system that includes 10 silos. This system will cost about $500,000 and will substantially
improve the factory’s efficiency and save warehouse space.
Decision to Build a New Factory in Wenling
We decided to invest in building a new factory in Wenling for the following reasons:
Wenling Expansion
1) By building a new factory, we can meet the growing demand for our products. Currently the extent of utilization of our old factory in
Songmen Town of Wenling is approximately 98%. Based on current growth rates, we expect utilization will reach 100% in the second half
of 2016. A new factory will allow us to expand our production capacity.
2) The planned location of this new factory will be in the Eastern New District of Wenling, only 5 km from our Songmen factory, so it
will be easy for us to integrate the new factory into our business operations and leverage our existing resources to grow the new facility.
3) The planned location of our new factory is only 15 km from the Longmen sea port, which is convenient for us to ship our products.
Wenling Project Plan
The project construction period is budgeted for 35 months, from September 2015 to July 2018, divided into three phases.
We estimate the total amount of expenditures is approximately $36 million. We plan to finance the expansion with IPO proceeds, self-
generated cash flow and profits from operations. We have spent approximately $77,000 on site inspection and approximately $154,000 on
construction design. We plan to install 180 injection molding production lines and 33 vacuum thermoforming production lines. The 180
injection molding production lines will produce cutlery, plates, cups and bowls. We anticipate that 16 of the 33 vacuum thermoforming
production lines will produce cups, and 17 of the vacuum thermoforming production lines will produce plates, cup lids and various types of
containers, such as vegetable containers, fruit containers and packaging containers. We anticipate that the production capacity will be
increased by 60,000 tons after completion of the build-out project.
27
The following chart shows the specific plan:
Estimated period
September 2015 – July 2016
January 2017 – July 2017
January 2018 – July 2018
Phase I
Phase II
Phase III
Estimated expenditures
required
Financing resources
Anticipated increase in
production capacity
180 injection molding
production lines
33 vacuum thermoforming
$14 million
1) Purchase of land use
right: $5 million for 33.27
acres (202 mu);
2) Construction of
facilities: $5 million for
107,800 square meters of
manufacturing facilities;
3) Equipment purchase:
$4 million.
IPO proceeds and
self-generated cash flow
$11 million
1) Construction of
facilities: $3 million;
2) Equipment purchase:
$7 million;
3) R&D: $1 million.
$11 million
1) Construction of
facilities: $3 million;
2) Equipment purchase:
$7 million;
3) R&D: $1 million.
Profit from operation in 2016
Profit from operation in 2017
20,000 tons
20,000 tons
20,000 tons
80 (capacity of 12,000 tons)
60 (capacity of 9,000 tons)
40 (capacity of 6,000 tons)
production lines
8 (capacity of 8,000 tons)
11 (capacity of 11,000 tons)
14 (capacity of 14,000 tons)
Environmental Considerations
The production lines that we plan to install are capable of producing biodegradable products.
We plan to build this new factory in the Eastern New District of Wenling. Below is a diagram of the planned location of our Wenling
facility and the location of Longmen sea port which our facility will use. The star represents the proposed location of the factory, and the
triangle represents the newly-built Longmen sea port.
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Facility
Our new Wenling facility structure will consist of 107,800 square meters on 33.27 acres of land. We plan to build five workshop and
warehouse buildings, four of which will occupy 16,000 square meters each and one of which will occupy 24,000 square meters. In addition
to production buildings, we also plan to build an office building occupying 7,000 square meters and two dormitory buildings occupying
6,400 square meters each. The dormitory buildings will consist of 380 rooms and can accommodate 1,520 workers.
Our main business does not have significant seasonality.
Seasonality
Raw Materials
Our primary raw materials are (1) PP and PS which includes GPPS and HIPS, (2) plastic bags and membranes for packaging cutlery, (3)
shipping cartons, (4) plastic colorants, (5) paper napkins, salt, pepper and wet wipes for inclusion in cutlery packages and (6) labeling
materials. We purchase our raw materials from a variety of suppliers, including more than ten suppliers of our key raw material, granular
plastic resin. As we have a variety of options to supply us with raw materials for our products and the technical demands of preparing such
raw materials are relatively low, we do not anticipate any difficulties in obtaining raw materials to produce our products. We are not reliant
on a single supplier for any of our raw materials, and we expect we would be easily able to replace any of our suppliers if we needed to do
so.
29
Plastic resin constituted approximately 79% of our raw material purchases in 2015. Plastic costs have recently been volatile as a result
of significant fluctuations in petroleum prices. The company considers only plastic resin cost fluctuations to be material, given resin price
volatility and plastic’s percentage of the cost of our products. We have historically been able to pass price fluctuations on to our customers.
We do this in two ways.
First, for orders of our products by customers without long-term supply agreements with our company, we simply base the price quoted
to the customers on current commodity prices. As raw material prices increase and decrease, we are able to adjust the price of our products
as necessary.
Second, for our supply agreements for customers that have long-term supply agreements, such as a QSR that sources straws in a five-
year agreement, we provide adjustable pricing that will fluctuate in part based on changes in plastic resin costs. Our client website
maintains commodity prices to enable both parties to track such fluctuations.
For these reasons, we believe we will be able to adjust our pricing of products to allow us to maintain margins, serve our clients, and to
avoid shortages in raw materials in the event of price increases.
We mainly rely on our sales person to market our products. In addition, we attend trade fairs both in China and in U.S. frequently. We
also market our products through our websites.
Marketing Channels
Geographic Distribution of Revenues
Distribution Channels
Although the vast majority of our customers are in the United States, we sell our products around the world. Following is a summary of
our total revenues by geographic market for each of our last three fiscal years. All amounts are presented in thousands of U.S. dollars.
Please note that the revenue here does not include our income from sources other than our serviceware products, which are mainly sales of
raw materials and recyclable waste.
(All amounts in thousands of U.S. dollars)
Region
United States
Europe
Australia
Canada
Central and South America
Middle East and Africa
China
Total
Markets and Customers
2015
2014
85,145 $
2,588
635
1,082
222
498
1,124
91,294 $
76,930
1,933
1,214
1,198
760
683
463
83,181
$
$
Our approach to competition in the market depends largely on the type of customer we seek to serve, as various customer industries
have different priorities for their purchasing decisions. Historically, we have sold our serviceware products to four categories of customers
(below estimates include sales through distributors to ultimate customers):
Type of Customer
Dealers
QSRs
Retailers
Manufacturers
Total
Products Sold
Serviceware, Straws,
Cups, Plates
Serviceware, Straws,
Cups
Serviceware, Straws,
Cups, Plates
Serviceware
Estimated Sales %
In 2015
Estimated Sales%
in 2014
60%
31%
5%
4%
100%
54%
33%
6%
7%
100%
Geographic Region
USA, Europe, Central
and South America,
Australia, Middle East,
Canada
USA
USA, Australia
USA
30
Distribution Channels
When we began to produce serviceware, we sold our products through distributors that had existing relationships with the ultimate
customers looking to purchase our products. Beginning in 2009, we began to sell directly to such purchasers. For the years ended
December 31, 2015 and 2014, approximately 36% and 39% of our sales were made directly to end-users and retailers, respectively, and
approximately 60% and 54% of our sales were made to distributors including dealers, respectively. Although we believe we benefit from
having direct relationships with QSRs, retailers and other end users, we also believe that strong relationships with distributors can allow us
to penetrate smaller markets where we do not have the marketing resources to deliver our products directly.
Methods of Competition
Regardless of our customers’ industry, our customers have clear expectations about the quality level and value they expect in
purchasing disposable serviceware. We are subject to frequent quality audits on an ongoing basis from new and existing customers, and we
constantly engage in product testing to ensure that our products meet our customers’ demands. Accordingly, although we describe below
our interpretation of the relative weight given to purchasing decisions in our customer categories, you should not read the table to suggest
that any of these features are unimportant to a customer. We have used four stars to reflect our belief that an element is crucial to the
customer’s decision-making, three stars to suggest that the element is very important, two starts to suggest that it is important and one star
to reflect that the element is less important.
Type of Customer
Dealers
QSRs
Retailers
Manufacturers
Quality Delivery R&D Service
**
***
***
****
***
****
****
**
***
*
***
**
****
****
***
**
Price
****
**
***
***
Competitive Position
The largest producers of foodservice disposables in the United States are significantly larger than our company. A recent report by
Freedonia estimates that three companies control approximately 29% of the foodservice disposable market in the United States, and the top
ten companies accounted for approximately 50% of the market in 2012. Because the entire foodservice disposable market in the United
States consists of packaging, serviceware and napkins, and other foodservice disposables — while we only compete in the serviceware
segment — we occupy a relatively small competitive position in the market as a whole.
Concentration in the foodservice disposables industry varies widely within specific market segments, with some segments dominated
by a small number of producers. For example, Dart Container is the leading supplier of plastic foodservice beverage cups, followed by
Pactiv and Berry Plastics. By contrast, the market for cutlery is more fragmented, with a growing portion of the market supplied by contract
manufacturers in China. Among U.S.-based suppliers of foodservice disposable cutlery are Berry Plastics, D&W Fine Pack, Dart Container
(including Solo Cup), Georgia-Pacific, Maryland Plastics, Pactiv, and Waddington Group. Most of these firms offer a number of different
cutlery lines and are diversified into the production of straws and other foodservice disposables. In April 2012, D&W Fine Pack expanded
its cutlery and straw offerings through its acquisition of Jet Plastica Industries. Prior to the acquisition, Jet Plastica claimed to be the largest
manufacturer of straws in the U.S. Other suppliers of foodservice straws include Cell-O-Core, Earth Straws, New WinCup, Pactiv (via
Spirit Foodservice), Rockline Industries, Royer, Stalk Market Products, and Stone Straw (Wentworth Technologies).
Our primary competitors are the following companies. We have set forth our assessment of our companies’ relative strengths and
challenges. This table represents our belief about our competitive position and is based on our observations, rather than objective data
except the ranking. The ranking is provided by the China Chamber of Commerce for Import and Export of Light Industrial Products and
Arts and Crafts regarding China’s plastic kitchenware and serviceware companies for exports. Our assessment may not be shared by others,
including such competitors, but it does represent management’s assessment of our industry position. Moreover, the below statements of
industry are based on our current knowledge in our industry; to the extent there are developments we have not learned about (for instance,
if a competitor has licensing agreements with a founder, rather than obtaining a patent in its own name or if a competitor is in the midst of
building an overseas manufacturing facility that has not yet been announced), the below information may be incomplete.
31
Ranking
Products
Overseas sales,
marketing and
production
R&D and Patents
Customers
Product specification
standard
Taizhou Fuling
Jiaxing Zhongli
Plastic Co., Ltd.
Baohao Plastic &
Hardware
Production
(Jiangmen) Co Ltd
Ningbo Homelink
Plastic Product
Manufacture Co.,
Ltd.
2012: No. 1
2013: No. 2
2014: No. 3
2015: No. 3
2012: No. 3
2013: No. 5
2014: No. 5
2015: No. 6
2012: No. 5
2013: No. 3
2014: No. 2
2015: No. 2
2012: No. 2
2013: No. 1
2014: No. 1
2015: No. 1
Disposable plastics
serviceware including
cutlery,
cups, containers,
straws, etc.
Four warehouses and
distribution centers
in U.S. and two
warehouses in and
distribution centers.
The only one that
has established
overseas
manufacturing factory.
Academician Expert
Workstation;
over 30 patents.
Dealers, QSRs
including four of top
five, retailers,
manufacturers.
Participate in
initiating and
drafting the national
standard
General Requirement
Of Plastic Disposable
Tableware.
Disposable plastic
serviceware including
cutlery,
cups, straws, etc.
Plastic and hardware
household articles
and
gifts.
Disposable plastics
serviceware including
cutlery,
cups, straws, etc.
Sales office and
warehouse in U.S.
Not known.
Sales office and
warehouse in U.S.
Not known.
Not known.
56 patents.
Dealers, QSRs,
retailers, manufacturers.
Dealers, restaurants,
retailers, manufacturers.
Dealers,
restaurants,
retailers, manufacturers.
No participation.
No participation.
No participation.
Nevertheless, we have been one of China’s largest exporters of disposable serviceware. The China Chamber of Commerce for Import
and Export of Light Industrial Products and Arts and Crafts has recognized Taizhou Fuling as Number 3 out of 9,162 plastic kitchenware
and serviceware companies for exports from China in 2015, Number 3 out of 7,382 in 2014, Number 2 out of 4,610 such companies in 2013
and Number 1 out of 4,365 such companies in 2012. In addition, we were rated one of top 10 enterprises of plastic industry (daily plastic) in
China light industries in 2013 by China National Light Industry Council and China Plastic Processing Industry Association, based on our
(1) revenue, (2) profit, (3) profit tax rate, and (4) business growth rate.
We have invested heavily ($8,374,750 since 2012 to 2015) in research and development to increase our future competitive position,
seeking to increase our use of environmentally-friendly materials, develop degradable and biodegradable materials, and reduce reliance on
fossil raw materials. In addition, we have developed advanced robotics to produce our products more efficiently and at lower cost to be
more competitive in the face of rising wages and higher quality demands.
Awards and Recognition
The Company is fully ISO 9001 and 14001 certified and, importantly, has obtained HACCP, GMP and FDA food facility registration
certifications.
In addition, our company is rated a Category A enterprise of China Customs, which provides streamlined customs clearance measures.
Taizhou Fuling has been a Category A enterprise since 2007 and submits a report on business management status to the PRC Customs
every year. We understand that the PRC Customs re-validate the rating of Category A enterprises on an irregular basis, and the most recent
written decision on re-validating Taizhou Fuling’s rating of Category A enterprise was received on October 24th, 2014 from the PRC
Customs.
32
Taizhou Fuling can maintain the rating of Category A enterprises of PRC Customs if Taizhou Fuling simultaneously meets the
following requirements as a consignor and consignee of imported and exported goods according to the Measures of the PRC Customs for
the Classified Administration of Enterprises promulgated by PRC General Administration of Customs:
i. Having never committed the crime of smuggling, the act of smuggling or violation of the provisions on customs supervision and
control for one consecutive year;
ii. Having never been subject to any customs administrative punishment due to infringement on intellectual property rights by importing
or exporting goods for one consecutive year;
iii. Having not delayed nor defaulted on paying taxes or fines for one consecutive year;
iv. Having gross import or export value of more than $500,000 in the previous year;
v. Having an error rate of import and export declaration of less than 5% during the previous year;
vi. Having sound accounting rules, as well as truthful and complete business records;
vii. Having taken initiatives in cooperation with customs administration, timely handling various customs formalities, and providing
truthful, complete and valid documents and certificates to PRC Customs;
viii.Submitting the Report on Business Management Status every year;
ix. Handling the formality for reissuing and altering the Register Document for Customs Declaration of Consignees or Consigners of
Import or Export Goods of the Customs of the People’s Republic of China according to the provisions; and
x. Having no bad records in the administrative departments and institutions of commerce, People’s bank, industry and commerce,
taxation, quality inspection or foreign exchange and supervision for one consecutive year.
In the last ten years, we have earned a variety of national, provincial and local honors, awards and certifications for our quality products
and scientific research efforts:
2015
• Deputy Chair of Zhejiang Plastics Industry Association
• Wenling Top 10 Industrial Enterprise
• Taizhou Export and Import Credit Enterprise (Grade A)
2014
• Zhejiang Famous Export Brand
• Zhejiang Famous Trademark
• Wenling Star Enterprise
• Taizhou Quality Enterprise Leader
2013
• Top 10 Enterprises of Plastic Industry (Daily Plastic) in China Light Industries, 2013
• Zhejiang Credit Grade AAA Award
• Zhejiang Credit Management Model Enterprise
• Zhejiang High-Tech Enterprise
• Zhejiang High-Tech Enterprise R&D Center
• Zhejiang Quality Management Innovation Project
33
2012
• Zhejiang Academician Expert Workstation
• Zhejiang Energy Measurement Model Entity
• Taizhou High-Tech R&D Center
• Wenling Government Quality Award
2011
• Grade A Customs Enterprise
• Zhejiang May First Labor Award, recognizing compliance with the law, contribution to society and positive workplace environment
• Zhejiang Famous Brand Products
• Zhejiang Credit Grade AA Award
• Zhejiang Export Famous Brand
•
First Academician Expert Workstation in Wenling (founded with Technical Institute of Physics and Chemistry, Chinese Academy of
Sciences, devoted to research and development of plastic products)
• Taizhou Famous Brand
2010
• Executive Vice Chair Entity, Committee of the Plastic Household Products of China Plastic Processing Industry Association
• Zhejiang Hi-Tech Enterprise
• Zhejiang Science and Technology Oriented Small and Medium Enterprise
• Taizhou Hi-Tech Enterprise
• Taizhou Famous Brand Product
• Taizhou Export Famous Brand
2009
• Taizhou Export Famous Brand
2008
• Zhejiang Compliance Credit Export and Import Model Enterprise
• Zhejiang Credit Grade AA Award
• Taizhou Statistics Credit Entity
34
2007
• Taizhou Top 10 Export Processing Trade Enterprise
• Wenling Star Industrial Enterprise
2006
• AAA Credit Enterprise
• Taizhou Famous Trademark
• Wenling Star Industrial Enterprise
2005
•
First recipient in Wenling of Zhejiang Green Enterprise Designation
2004
• Zhejiang Credit Grade AA Award
Regulations
We are subject to a variety of PRC and foreign laws, rules and regulations across a number of aspects of our business. This section
summarizes the principal PRC laws, rules and regulations relevant to our business and operations. Areas in which we are subject to laws,
rules and regulations outside of the PRC include intellectual property, competition, taxation, anti-money laundering and anti-corruption.
Foreign Investment Restrictions Regulations
The latest Guidance Catalogue of Industries for Foreign Investment (the “Catalogue”) was enacted according to the Provisions for
Guiding the Foreign Investment Direction (the “Provisions”) and became effective on April 10, 2015. The provisions provide that the
projects with foreign investment fall into four categories, namely permitted, encouraged, restricted and prohibited ones. The Catalogue lists
the encouraged, restricted and prohibited categories for projects with foreign investment; projects with foreign investment that fall outside
such enumerated categories are considered “permitted projects”.
According to the Provisions, the Catalogue may prescribe that an enterprise with foreign investment is “limited to equity joint venture,
contractual joint venture”, “with Chinese party at the holding position” or “with Chinese party at the relatively holding position.” “Limited
to equity joint venture and contractual joint venture” shall refer to that only Chinese-foreign equity joint venture and Chinese-foreign
contractual joint venture are allowed, “with the Chinese parties at the holding position” means that the total investment proportion of the
Chinese parties in a project with foreign investment shall be 51% or more, and “with Chinese parties at the relatively holding position”
means that the total investment proportion of the Chinese parties in a project with foreign investment shall be higher than the investment
proportion of any foreign party. Regarding the permitted projects with foreign investment which are not listed in the Catalogue, the
business organization of the foreign-invested enterprises which produce “permitted” products and do not involve restricted or prohibited
business will not be subject to those restrictions such as “limited to equity joint venture, contractual joint venture.” Therefore, there are no
limits on the total investment proportion of the foreign investors in permitted projects. It means the proportion of such foreign investment
could be 51% or more, and up to 100%.
According to the Catalogue, our products fall in the “permitted” category. Therefore, our proportion of the foreign investment may be
up to 100%. As a result, FGI’s investment in our Chinese subsidiaries are in compliance with the Catalogue.
Draft Foreign Investment Law
On January 19, 2015, MOFCOM released the draft Foreign Investment Law for public comments (the “Draft FI Law”). The Draft FI
Law proposed fundamental changes to the existing foreign investment legal regime in China. Currently China maintains a restrictive
foreign investment regime, under which all foreign investments are subject to various government approvals, such as the approval of the
foreign investment authority (i.e., MOFCOM or its local branches) or industry-specific approvals from relevant regulators, e.g. food and
drug administration. The Draft FI Law introduces the principle of “national treatment” to foreign investors during the market-entry phase,
by removing the foreign investment approval process. The Draft FI Law employs a “negative list” approach in which, unless a foreign
investment falls within the “negative list”, foreign investors may invest in China on the same terms as Chinese domestic investors, without
being subject to additional approvals or industry-specific restrictions.
35
The Draft FI Law allows the existing foreign investment companies to continue operating under their prior approvals (e.g. business
scope, term of operation). However, they should review their existing corporate forms for any non-compliance and, within a three-year
transition period, convert their corporate forms into corporations or partnerships under the PRC Company Law or relevant regulations.
The Draft FI Law provides for a new reporting regime under which foreign investors and foreign invested enterprises shall disclose
relevant information on a regular basis. The reporting is to be made through the foreign investment information reporting system to be
established by the foreign investment authority. The Draft FI Law, once effective, will require Taizhou Fuling to submit an annual report to
the foreign investment authority. The information required by the annual report seems extensive and burdensome, such as the foreign
invested company’s main products, import and export, employment, financial status, transactions with our affiliates and material disputes. If
we fail to make such reporting timely or if there is any concealment in such reporting, we may be subject to fines or other regulatory
sanctions.
The Draft FI Law may be subject to amendments which may substantially change its stipulations. In addition, it may take many years
for the Draft FI Law to become effective.
Intellectual Property Rights Regulations
The Trademark Law of the PRC was adopted by the Standing Committee of the National People’s Congress (“NPC”) on August 23,
1982 and was amended on February 2, 1993 and October 27, 2001. The PRC Trademark Law Implementation Rules, or the Implementation
Rules, were promulgated by the State Council on August 2, 2002 and became effective on September 15, 2002. The PRC is a signatory
country to the Madrid Agreement and the Madrid Protocol. These agreements provide a mechanism whereby an international registration
produces the same effects as an application for registration of the trademark made in each of the countries designated by the applicant.
According to the Trademark Law, the National Trademark Bureau under the SAIC is responsible for the registration and administration
of trademarks throughout the country. A “first-to-file” principle with respect to trademarks has been adopted. If trademark owners deem an
infringement to their trademarks constituted, they can file the dispute with the competent court or the relevant administrative department.
Should the case be so serious as to constitute a crime, trademark owners may lodge a complaint with the relevant public security
organization.
If the registered trademark owners intend to assign their registered trademark, a registered trademark transfer agreement shall be
entered into between the owner and the assignee. The owner and assignee shall together apply to the National Trademark Bureau for
registration of such assignment as prescribed under the Trademark Law.
Registered trademark owners may license other to use their registered trademark by concluding the registered trademark license
agreement and such license agreements shall be subject to filing recordation with the National Trademark Bureau according to the
Trademark Law. The licensor shall supervise the quality of the commodities on which such registered trademark is used, and the licensee
shall guarantee the quality of such commodities.
The Measures for the Administration of Domain Names for the Chinese Internet, or the Domain Names Measures, were promulgated
by the Ministry of Information Industry on November 5, 2004 and became effective on December 20, 2004. The Domain Names Measures
govern registration of domain names with the internet country code “.cn” and domain names in Chinese. We have one website
(www.fulingplastics.com.cn) governed by the Domain Names Measures.
The Measures on Domain Names Dispute Resolution, or the Domain Names Dispute Resolution Measures, were promulgated by the
China Internet Infrastructure Center on February 14, 2006 and became effective on March 17, 2006. The Domain Names Dispute
Resolution Measures require domain name disputes to be submitted to institutions authorized by the China Internet Network Information
Center for resolution.
Regulations on Tax
The Law of the People’s Republic of China on Enterprise Income Tax (the “EIT Law”), promulgated by NPC on March 16, 2007 and
put into force on January 1, 2008, imposes a uniform enterprise income tax rate of 25% on all resident enterprises in China, including
foreign-invested enterprises, on all their income and a tax rate of 10% on non-resident enterprises on their income from the jurisdiction of
PRC.
36
Attention shall be paid to the fact that non-resident enterprises may be considered resident enterprises for the purpose of EIT if their de
facto management bodies are located within the PRC territory and therefore their global income is subject to a tax rate of 25%. The Notice
of the State Administration of Taxation on Issues Relevant to Foreign-registered Chinese-invested Holding Enterprises Determined as
Resident Enterprises in Accordance with Actual Management Organization Standard (“Circular 82”), promulgated by the State
Administration of Taxation (“SAT”), provides that, a foreign Chinese-invested enterprise, if it concurrently satisfies the following
conditions, for the purpose of the EIT, shall be determined to be a non-domestically-registered resident enterprise when: (1) The places
where the top managers and the top management departments that are responsible for implementing the routine production, management
and operation of the enterprise, perform their duties within the territory of China; (2) The financial decisions (such as borrowing, lending,
financing, financial risk management, etc.) and the personnel decisions (such as appointment, dismissal, remuneration payment, etc.) of the
enterprise shall be made or be approved by the organization or the persons within the territory of China; (3) The primary properties,
accounting books, company seals, summaries and archives of the board meetings and shareholders meetings shall be placed or kept within
the territory of China; and (4) One half or more of the enterprise’s directors or top managers having rights to vote shall frequently reside
within the territory of China. Our PRC counsel, Jingtian & Gongcheng Attorneys at Law advises that because we (“FGI”) are incorporated
in Cayman Islands, we do not meet the conditions outlined in Circular 82, however, our tax residency status is subject to the discretion of
the PRC tax authorities whose determination is hard to predict, so we will continue to monitor our tax residency status.
The implementation rules of the EIT Law provide that, (i) if the enterprise that distributes dividends is domiciled in the PRC or (ii) if
gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as
China-sourced income. It is not clear how “domicile” may be interpreted under the EIT Law, and it may be interpreted as the jurisdiction
where the enterprise is a tax resident. Therefore, if we are considered as a PRC tax resident enterprise for PRC tax purposes, any dividends
we pay to our overseas shareholders which are non-resident enterprises as well as gains realized by such shareholders from the transfer of
our shares may be regarded as China-sourced income and as a result become subject to PRC withholding tax at a rate of up to 10% unless
any such non-resident individuals’ jurisdiction has a tax treaty with China that provides for a preferential tax rate or a tax exemption.
The Interim Regulations of the People’s Republic of China on Value-added Tax, promulgated by State Council on November 10, 2008
came into force on January 1, 2009, impose a Value-Added Tax at the rate of 17% on the revenues from sales of goods. According to the
Notice of the Ministry of Finance and the State Administration of Taxation on Raising the Export Tax Rebate Rates for Certain
Commodities, promulgated by the Ministry of Finance and SAT on June 3, 2009, the export tax rebate rate is 13% for certain plastic
products. In 2014, 99.6% of our products benefitted from the 13% export tax rebate.
Foreign Exchange Regulation
The Regulations of the People’s Republic of China on Foreign Exchange Control, promulgated by State Council on August 5, 2008,
lays the legal framework for foreign exchange control in PRC. A number of notices, implementing rules, replies and circulars are
promulgated thereunder to clarify the regulations on the foreign exchange. Under these regulations, payments of current account items,
such as profit distributions, may be made in foreign currencies without prior approval from SAFE provided that certain procedure is
complied with. Where, however, payments of capital account is involved, such as RMB is to be converted into foreign currency for the
purpose of remitting out of China to retire foreign currency-denominated loans, approval from or registration with appropriate government
authorities is required. According to the SAFE Circular 142 i.e., Notice of the General Affairs Department of the State Administration of
Foreign Exchange on the Relevant Operating Issues concerning the Improvement of the Administration of Payment and Settlement of
Foreign Currency Capital of Foreign-funded Enterprises, promulgated by SAFE on August 29, 2008 and SAFE Circular 45, promulgated
by SAFE on November 9, 2011, the RMB capital converted from foreign currency registered capital of a foreign-invested enterprise may
only be used for purposes falling within the business scope approved by the relevant authority and may not be used for equity investments
within the PRC. The use of such RMB capital may not be altered without SAFE’s approval, and such RMB capital may not in any way be
used to retire RMB loans where the proceeds of such loans have not been used.
The Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, promulgated
by SAFE on November 19, 2012, materially amends and, therefore, simplifies the foreign exchange procedure then existing. Various
special purpose foreign exchange accounts may be opened in different provinces, which was prohibited previously. The Circular on
Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and
the Supporting Documents, promulgated by SAFE in May 2013, provides for that the administration by SAFE or its local branches over
direct investment by foreign investors in the PRC shall be conducted through registration and banks shall process foreign exchange
business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches.
We have obtained all material approvals and permits necessary for our operation in the PRC from SAFE and other PRC government
authorities.
SAFE Circular 37
The Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and
Roundtrip Investment through Special Purpose Vehicles, promulgated by SAFE on October 21, 2005 and designed to replace the former
circular commonly known as “SAFE Circular 75”, requires registration of PRC residents with local branches of SAFE with respect to their
direct establishment or indirect control of an offshore entity (referred to in SAFE Circular 37 as “special purpose vehicle”), where such
offshore entity are established for the purpose of overseas investment or financing, provided that PRC residents contribute their legally
owned assets or equity into such entity.
37
SAFE Circular 37 further requires amendment to the registration where any significant changes with respect to the special purpose
vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, divestiture or other
material event.
Any violation of these registration requirements may, among other liabilities that may be imposed under PRC laws governing evasion
of foreign exchange controls, cause the PRC subsidiaries of the special purpose vehicle be prohibited from making profit distributions to
the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and may cause the special purpose vehicle’s
ability to contribute additional capital into its PRC subsidiary be restricted.
Regulation of Dividend Distribution
The Company Law of the People’s Republic of China, promulgated by Standing Committee of the NPC on December 28, 2013 and
came into force on March 1, 2014, and the Wholly Foreign-owned Enterprise Law, promulgated and came into force on October 31, 2000
by Standing Committee of the NPC, provide that dividend may only be paid out of accumulated profits as determined in accordance with
applicable accounting standards provided that: (1) all losses from prior fiscal years have been offset; and (2) a general reserve has been
established and which shall amount to the 50% of the registered capital.
Labor Laws and Social Insurance
The Labor Contract Law was promulgated by the Standing Committee of the NPC on June 29, 2007 and became effective on January 1,
2008.
The Labor Contract Law requires employers to enter into written contracts with their employees, restricts the use of temporary workers
and aims to give employees long-term job security. Pursuant to the Labor Contract Law, employment contracts lawfully executed prior to
the implementation of the Labor Contract Law and continuing as of the date of its implementation shall continue to be performed. If an
employment relationship was established prior to the implementation of the Labor Contract Law with no written employment contract
executed, a contract must be executed within one month after the implementation of the Labor Contract Law.
In addition, according to the PRC Social Insurance Law, social insurance in China includes basic pension insurance, basic medical
insurance, work-related injury insurance, unemployment insurance and maternity insurance. Both employers and employees must pay basic
pension insurance contributions based on the employee’s wage category, as required by the relevant regulations. Employees participating in
basic pension insurance schemes are entitled to receive monthly basic pensions if their accumulated contribution period has reached or
exceeded 15 years when they reach the statutory retirement age. A notice issued by the Social Assurance Authority provides that retirement
is permitted at age of 60 for male employees and between 50 and 55 for female employees. Social insurance (including pension insurance)
payment obligations end at such voluntary retirement ages.
Company Law
The Company Law of the PRC, adopted at the Fifth Session of the Standing Committee of the Eighth National People’s Congress on
December 29, 1993, was amended for the first time at the 13th Session of the Standing Committee of the Ninth National People’s Congress
on December 25, 1999; amended for the second time at the 11th Session of the Standing Committee of the Tenth National People’s
Congress on August 28, 2004; revised at the 18th Session of the Standing Committee of the Tenth National People’s Congress on October
27, 2005; and Revised at the 6th Session of the Standing Committee of the Twelfth National People’s Congress on December 28, 2013,
takes effect on March 1, 2014 (the “Company Law”).
Pursuant to the Company Law, (1) the term “company” shall refer to a limited liability company or a Company Limited by Shares; (2)
the shareholders of both Limited Liability Company and Company Limited by Shares shall only be subject to the liability of the company
to the extent of the capital contributions they have subscribed; (3) the minimum amount of registered capital of a limited liability company
and the minimum percent of cash contribution by shareholders have been eliminated by revision in 2014.
Wholly Foreign-Owned Enterprise Law
The Law of the PRC on Wholly Foreign-owned Enterprises, or the WFOE Law, was adopted by the NPC on April 12, 1986 and was
amended on October 31, 2000. Moreover, the Implementation Regulation of the WFOE Law was promulgated on December 12, 1990 and
amended on April 12, 2001.
The ratio between its registered capital and total amount of investment shall be in conformity with the relevant regulations of the PRC,
and the difference between its registered capital and total amount of investment equal to the amount of foreign exchange loans that the
WFOE is permitted to borrow from its foreign investor.
Environmental Protection
The Environmental Protection Law, promulgated by the Standing Committee of NPC on December 26, 1989 and came into force on
December 26, 1989, lays the foundation of the legal framework for environmental protection in the PRC. The Ministry of Environmental
Protection under the State Council is charged with the administration of The Environmental Protection Law.
38
The Law on Prevention and Control of Environmental Pollution by Solid Wastes (“the Solid Wastes Law”), promulgated by the NPC
on December 29, 2004 and came into force on April 1, 2005, provides that any disposition of hazardous wastes shall be in compliance with
relevant provisions promulgated by the State. Moreover, it is forbidden to supply or entrust hazardous wastes to entities that do not have
business licenses and qualifications for the collection, storage, utilization and disposition of solid wastes. The Air Pollution Prevention
Law, promulgated by the Standing Committee of the NPC on April 29, 2000 and came into force on September 1, 2000, The Water
Pollution Prevention Law, promulgated by the Standing Committee of the NPC on May 11, 1984 and came into force on November 1,
1984 as amended on March 15, 1996 and February 28, 2008 are also important laws in this area.
Under these regulations, a number of requirements for handling, storage, treatment, transportation and disposal of regulated substances
and wastes must be complied with and enterprise that discharge wastes into air or waters must obtain a permit and pay the waste treatment
fees. Violation of these regulations may cause the violator to be subject to injunction and/or fine. We have obtained all material approvals
necessary for our business operations.
Property
The Law of the PRC on Property, or the Property Law, was promulgated by the Standing Committee of the NPC on March 16, 2007
and became effective on October 1, 2007. Under the Property Law, any creation, modification, transfer or termination of property rights
shall only become effective upon registration with the relevant government authorities. All lawful property of the State, collective
organization and individual are protected by the Property Law against embezzlement and encroachment.
The Law of the PRC on Land Administration, or the Land Administration Law, was promulgated by the Standing Committee of the
NPC on June 25, 1986 and became effective on January 1, 1987 and as amended on December 29, 1988 and August 28, 2004. According to
the Land Administration Law, the lands within territory of the PRC are classified into two categories, state-owned land and collective-
owned land. The use right of state-owned land can be obtained through either government allocation or grant with grant fees paid.
It further prescribes that any entity who intends to conduct construction must construct on the state-owned land except as otherwise
provided under the Land Administration Law. The collective-owned land shall not be granted, assigned or leased for use of agriculture-
unrelated-construction unless it otherwise falls in the scope permitted under the Land Administration Law. Violation of such provisions
under the Administration Law may result in fines and confiscation of the buildings constructed on the land.
The Urban Real Estate Administration Law was promulgated by the Standing Committee of the NRC on July 5, 1994 and became
effective on January 1, 1995 and as amended on August 30, 2007. According to the Urban Real Estate Administration Law, if the real estate
is mortgaged to third party the land where such real estate occupies shall also be mortgaged together.
Product Liability
Under the current PRC laws, manufacturers and/or vendors of defective products in the PRC may incur liability for loss and injury
caused by such defective products. Pursuant to the General Principles of the Civil Law of the PRC, or the PRC Civil Law, promulgated by
the NPC on April 12, 1986, a defective product which causes property damage and/or physical injury to any person may subject the
manufacturer and/or vendor of such defective product to civil liability for such damage and/or injury caused therefrom.
The Product Quality Law of the PRC, or the Product Quality Law, was promulgated by the Standing Committee of the NPC on
February 22, 1993, to supplement the PRC Civil Law aiming to protect the legitimate rights and interests of the end-users and consumers
and to strengthen the supervision and control over the quality of products. The Product Quality Law was revised on July 8, 2000. Pursuant
to the revised Product Quality Law, manufacturers who produce defective products may be subject to civil or criminal liability and have
their business licenses revoked.
The Law of Protection of the Rights and Interests of Consumers, or the Consumers Protection Law, was promulgated by the Standing
Committee of the NPC on October 31, 1993, and became effective on January 1, 1994. The Consumers Protection Law provides further
protection to the legal rights and interests of consumers in connection with the purchase or use of goods and services. At present, all
business operations must observe and comply with the Consumers Protection Law when they provide their goods and/or services.
The Tort Law of the PRC, or the Tort Law, was adopted by the Standing Committee of the NPC and promulgated on December 26,
2009 and will become effective on July 1, 2010. The Tort Law establishes a separate chapter regarding product liability. Compared to
previous laws and regulations in relation to product liability, the provisions of the Tort Law expressly provide that, in the event that any
entity is clearly aware of the defects existing in the products but notwithstanding manufactures and distributes such defective products
which finally cause others’ death or serious injury, those so infringed upon are entitled to claim punitive damages.
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U.S. Regulations
Federal, state and local governments mandate a variety of laws and regulations aimed at serviceware products and packaging products.
At the federal level, the Food and Drug Administration (“FDA”), the Consumer Product Safety Commission and the Environmental
Protection Agency (“EPA”), among other federal agencies, have promulgated regulations that directly or indirectly affect the products we
produce.
For example, the FDA is charged with, among other responsibilities, regulating industry to ensure that food contact substances are safe,
approving materials for use in foodservice disposables, and setting safety standards for products made with recycled content. Unlike many
other industrialized nations, the U.S. does not currently have national packaging recycling laws in place; such laws, where they exist, are at
the state level.
The Affordable Care Act (“Obamacare”) requires restaurant chains with over 20 locations to display the calorie content of each food
and drink item it serves on signs and printed menus. Such regulation may indirectly affect our product usage as the intention of such
regulation is to encourage healthier eating and better food choices, including a decrease in consumption of food from fast food restaurants
and quick service restaurants.
State and local governments regulate restaurant cleanliness standards, with which foodservice disposables must comply. And a number
of states, including large states such as California and Florida, as well as cities and counties have passed regulations governing consumer
packaging materials. Polystyrene foam bans are particularly widespread among local governmental regulations, particularly in California,
which has more than 50 cities and counties that have restricted or banned foamed polystyrene containers. Although no state has yet to
impose a statewide ban on polystyrene, numerous bills that would accomplish such ban have been promoted in various state legislatures.
C. Organizational Structure
Below is a chart representing our current corporate structure:
Our registered office in the Cayman Islands is at NovaSage Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square,
P.O. Box 2582, Grand Cayman KY1-1103, Cayman Islands, telephone +1.345.949.2648.
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D. Property, Plant and Equipment
Property
There is no private land ownership in China. Individuals and entities are permitted to acquire land use rights for specific purposes. We,
including our wholly owned subsidiary Great Plastics, were granted land use rights for our facilities in Sanmen County and Songmen Town,
which extend until between 2053 and 2060.
In the U.S., in October 2013, we committed with the Pennsylvania Department of Commerce to invest and build a factory in Allentown,
Pennsylvania. On February 27, 2014, Fuling signed a lease of premises in Allentown, Pennsylvania for general office, manufacturing and
warehousing purposes. The Allentown project contemplates construction of the factory, renovation of the rented premises in Allentown and
the purchase and installation of 12-24 production lines of manufacturing equipment.
Following is a list of our properties, including the first two, which we lease:
Property
Land/Building
Use Term
Space
(m2)
Ground
Floor Area
(m2)
Productive
Capacity
(ton)
Extent of
Utilization
Products
Produced
Commercial/industrial
space at 6690 Grant Way,
Suite 1, Allentown, PA
18106
2014-03-01 until
2024-05-31
Factory building at 8
Shengpan Road,
Guanweitong Village,
Wenqiao County
2016-01-01 until
2016-12-31
Non-residential building in
Ximen Village,
Songmen Town
No expiration (rights
acquired 2000-04-27)
Non-residential building in
Ximen Village,
Songmen Town
No expiration (rights
acquired 2000-04-27)
Land in South of
Binhai Road,
Songmen Town
2007-03-27 until
2053-03-10
8,175.47
4,800
16%(1)
Straws
5,120.00
6,000
100% Knives and
forks
177.58
(rent out)
N/A
N/A
668.89
(rent out)
N/A
N/A
13,996.79
13,970
98%(2)
Land in South of
Binhai Road,
Songmen Town
Non-residential
building in South of
Binhai Road,
Songmen Town
Non-residential
building in South of
Binhai Road,
Songmen Town
Non-residential
building in South of
Binhai Road,
Songmen Town
Non-residential
building in South of
Binhai Road,
Songmen Town
2007-03-27 until
2055-01-14
14,076.80
2013-07-25 until
2053-03-10
491.05
2013-07-25 until
2053-03-10
1,471.22
2013-07-25 until
2053-03-10
2,559.28
2013-07-25 until
2053-03-10
1,847.10
Taizhou Fuling
Non-residential
building in South of
2013-07-25 until
2053-03-10
3,694.20
Transferee/
Lessee/Owner
Fuling USA
Taizhou Fuling
Taizhou Fuling
Taizhou Fuling
Taizhou Fuling
Taizhou Fuling
Taizhou Fuling
Taizhou Fuling
Taizhou Fuling
Taizhou Fuling
Mainly
knives,
forks,
plates and
bowls
Same as
above
Same as
above
Same as
above
Same as
above
Same as
above
Same as
above
Taizhou Fuling
Taizhou Fuling
Great Plastics
Great Plastics
Great Plastics
Great Plastics
Great Plastics
Binhai Road,
Songmen Town
Non-residential
building in South of
Binhai Road,
Songmen Town
Land in Southeast
Industrial Zone,
Songmen Town
E02-2905 lot at
Binhai Xincheng,
Sanmen County
Factory building in
Binhai Xincheng,
Sanmen County
Factory building in
Binhai Xincheng,
Sanmen County
Factory building in
Binhai Xincheng,
Sanmen County
Dormitory building in
Binhai Xincheng,
Sanmen County
2013-07-25 until
2055-01-14
7,717.56
2015-01-29 until
2065-01-15
2010-08-01 until
2060-08-01
2,576.00
N/A
N/A
30,349.00
20,000
80%(3)
No expiration (rights
acquired 2014-02-21)
15,679.28
No expiration (rights
acquired 2014-02-21)
1,872.22
No expiration (rights
acquired 2014-02-21)
11,813.30
Same as
above
Same as
above
Mainly
straws,
plates,
cups,
knives and
forks
Same as
above
Same as
above
Same as
above
No expiration (rights
acquired 2014-02-21)
4,092.77
(non-
production)
80%(4)
N/A
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(1) We began productive use in early June 2015.
(2) We expect to reach 100% utilization in second half of 2016.
(3) This facility has an area of 30,349 square meters, among which 10,000 square meters are reserved for capacity expansion.
(4) The dormitory has 130 rooms, and is able to accommodate 350 employees. Currently 90 rooms are occupied by 212 employees.
Fixed assets at our properties consist of office equipment, buildings, structures, ancillary facilities, and equipment for production and
packaging of plastic foodservice disposals including plastic food containers, drinking straws, cutlery, cups and plates, and others.
Some of our real property and fixed assets are encumbered by secured loans from our creditors. China Construction Bank Wenling
Branch has encumbrances on our land use right and building ownership rights in the property located at South of Binhai Road, Songmen
town. The term of our loan with China Construction Bank is from July 29, 2013 to October 27, 2017. Industrial and Commercial Bank of
China Wenling Branch has encumbrances on our land use right and building ownership right in the property located at South of Binhai
Road, Songmen town. The term of our loan with Industrial and Commercial Bank of China is from September 25, 2013 to August 28, 2017.
None of our property is affected by any environmental issues that may affect our use of the property. At present, our plans to further
develop, expand or improve these properties are funded through proceeds from our initial public offering and through our operating cash
flows. Regarding details of our Allentown expansion and Wenling expansion, please see “Item 4. Information on the Company – B.
Business review.”
In addition to our property rights, we also currently have agreements to warehouse our products for delivery to customers. We do not
own or lease the warehouses in question but instead pay storage and handling fees based on the quantity of goods we are warehousing at
such facilities. We expect to devote part of such facility to warehousing our products prior to delivery to our customers. We may, from time
to time, enter into new agreements to meet our warehousing needs.
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Plant
Currently, we have following four factories, three in China and one in U.S.:
1. Wenqiao factory: 8 Shengpan Road, Guanweitong Village, Wenqiao County, Wenling City, Zhejiang Province, China
2. Songmen factory: South of Binhai Road, Songmen Town, Wenling City, Zhejiang Province, China
3. Sanmen factory: Binhai Xincheng, Sanmen County, Taizhou City, Zhejiang Province, China
4. Allentown factory: Allentown, PA, USA
We also plan to build another factory in Wenling city and we are in the process of expanding our Allentown factory. Regarding details
to our material plans to construct/expand our new Wenling factory and our Allentown factory, please see “Item 4. Information on the
Company —B. Business Review - Wenling Expansion” and “Item 4. Information on the Company —B. Business Review - Wenling
Expansion”.
Equipment
As labor has become more expensive in China, we have found that we have less of an advantage over similarly situated companies from
certain other countries. As a result, we have focused on increasing automation to reduce our reliance on labor, especially for cutlery.
Because we have developed some of our own machinery for producing and packaging our products, we believe we have advantages over
less automated competitors.
We are using more and more fully automated machinery including automatic injection molding machines, robotic arms, and automatic
delivery systems. For example, we developed a six-in-one automatic packing machine to meet our customers’ needs. This machine can
combine six steps into one step. Therefore, it packs forks, cutlery, napkins and other plastic serviceware into a single plastic package. A
normal packing machine would require seven workers to operate. This machine reduces labor demand to only four workers.
Most of our automatic machines are customized. For instance, we cooperated with a manufacturer to transform a normal injection
molding machine into a professional, industrial-quantity injection molding machine for serviceware production. We also cooperated with
an automation factory to produce robotic arms for our production system.
The following chart shows some of our advanced equipment.
Equipment
Function
Elemental Analyzer
Our elemental analyzers can detect 26 kinds of toxic heavy metal elements and detect a variety of regular and
irregular sample of the power, plate, linear. Alloys, metal materials and plastic materials can be detected.
Injection Molding
Machine
Our injection molding machine is also called an injection machine. It is our main molding equipment using plastic
molding to make thermoplastic or thermosetting plastic into various shapes of plastic products. High power is
applied to molten plastic to fill the mold cavity and injection. The dedicated robotic arm of the injection molding
machine is able to automate transportation of products or running tools according to the predetermined requirement
for the operation of automated production equipment.
Vacuum Magnetron
Sputtering Coating
Machine
Our vacuum magnetron sputtering coating machine mainly uses direct current (or intermediate frequency)
magnetron sputtering and can be adapted to a wide range of coating targets, such as copper, titanium, chromium,
stainless steel, nickel and other metal materials, which can be coated using a sputtering process. It can also improve
film adhesion, reproducibility, density, uniformity and other characteristics.
Four-Layer Co-
Extruded Sheet
Machine
Our four-layer co-extrusion sheet machine is mainly suitable for PP, PS and other raw materials, production of
various high-grade thermalformed sheets and stationery sheets. Widely used in the manufacture of various high-
grade four-layer sheets, the machine is suitable for manufacturing high-grade beverage cups, jelly cups, food
packaging and other packaging containers.
High-Speed Plastic
Molding Machines
(Computer
Controlled)
Our computer controlled high-speed plastic molding machine is suitable for PS, modified PP and PET reel sheet. It
can manufacture to a variety of specifications, including disposable fast-food containers, instant noodle bowls,
western food boxes, food packaging for products such as candy and cake boxes, daily necessities, metal packaging,
children’s toys and agricultural seedling trays.
Thermoforming
Machine
Our thermoforming machine is mainly suitable for HIPS, PS, PVC, PET and other plastic sheet, using heating
principles to form plastic sheets, including in particular the production of, among other items, various small spoons
and plate covers.
43
From 2012 to 2015, we invested approximately $16 million on advanced equipment and technology to increase our productivity levels,
increasing our annual per-production worker output from approximately $80,000 in 2012 to approximately $138,960 in 2015, an important
73.7% performance improvement.
We have established an automation department in 2015 to work on research and development for that aspect of our manufacturing
process. We believe we still have room to continue to automate our production processes and enjoy additional savings in labor expenses
and increased productivity.
The following pictures show some of the automation in our factories and product lines.
Injection Molding Machine (including robotic arm) in our Songmen factory.
44
High-Speed Plastic Molding Machines (Computer Controlled) in our Sanmen factory.
Four-Layer Co-Extruded Sheet Machine in our Sanmen factory.
Item 4A. Unresolved Staff Comments
None.
Item 5. Operating and Financial Review and Prospects
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our
consolidated financial statements and related notes that appear in this annual report. In addition to historical consolidated financial
information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results
could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences
include those discussed below and elsewhere in this annual report, particularly in “Risk Factors.”
A. Operating Results
Overview of Company
We are a specialized production and distribution company for environmentally-friendly plastic serviceware with primary customers
from the United States and European countries. We mainly conduct our operations in China and United States through our wholly owned
subsidiary, Taizhou Fuling Plastics Co., Ltd. and its subsidiaries in both countries.
Our plastic serviceware products are made from environmentally-friendly material. Our products include disposable cutlery, drinking
straws, cups and plates and other plastics products. Our largest customer base is in the United States. Our production facilities include three
factories in Zhejiang Province, China and one factory in Pennsylvania, U.S., and we have obtained ISO9001 quality management system,
ISO14001 environmental management system, HACCP, FDA food facility registration and GMP certifications. These certifications are
crucial for businesses like ours that serve some of the most sophisticated purchasers of foodservice disposables in the world.
45
Our primary raw materials in production of our products are PP, GPPS and HIPS, which are extracted from crude oil. Thus, our cost of
raw material is highly impacted by fluctuations in the price of oil. Cost of revenues mainly includes costs of raw materials, costs of direct
labor, utilities, depreciation expenses and other overhead.
Our largest product category is disposable cutlery. It includes forks, knives, spoons, general, specialized and multipurpose utensils (for
instance, the spork), both in single- and multi-utensil packages. It accounted for 61% and 54% of our revenue for the years ended December
31, 2015 and 2014, respectively, and we believe it will continue to be a key area for growth in the coming years. Our other product
categories are (i) drinking straws, (ii) cups and plates and (iii) other plastics products, which. accounted for 12%, 24% and 4% of the total
sales respectively for the year ended December 31, 2015 and accounted for 16%, 27% and 3% of the total sales respectively in the year
ended December 31, 2014.
Direct Link, one of our subsidiaries was incorporated in the United States in 2011 and is engaged in the distribution of our products in
the U.S. In May 2014, Fuling Plastic USA, Inc. (“Fuling USA”) was incorporated in the Commonwealth of Pennsylvania as a wholly-
owned subsidiary of Taizhou Fuling. Fuling USA is establishing the Company’s first production factory in the U.S. and will principally
engage in the production of plastic drinking straw items. We have not established any subsidiaries in Europe and we rely on the sales forces
located in China to export our products to European countries.
As of March 10, 2016, our products are sold in 22 countries. Our customers now include Subway, Wendy’s, Burger King, KFC (China
only), Wal-Mart, McKesson and Woolworths. In 2015, we supplied four of the five largest fast food restaurant chains in the United States,
based on U.S. system-wide sales amount as published by QSR Magazine. We estimate we supplied the following percentages of these
customers’ products in the United States in 2015. These percentages are management’s best estimates, based on orders from such
customers and understanding of other supplier relationships.
Customer
A
B
C
D
Cutlery
Straws
100%
45%
24%
*
Courtesy Cups
*
*
*
100%
70%
45%
*
100%
* Less than 1%; please note that these customers are presented in random order and not in order of size in order to protect the
confidentiality of the customers.
Sales to these four customers amounted in the aggregate to 28.1% and 32.7% of our total revenues in the years ended December 31,
2015 and 2014, respectively. None of these customers exceeded 10% in 2015 and 2014.
Revenue by Geographic Area *
(All amounts, other than percentages, in thousands of U.S. dollars)
Region
Amount
%
Amount
%
Year Ended December 31, 2015
Year Ended December 31, 2014
United States
Europe
Australia
Canada
Central and South America
Middle East and Africa
China
Total
$
$
$
$
$
$
$
$
85,145
2,588
635
1,082
222
498
1,124
91,294
93.26% $
2.83% $
0.70% $
1.19% $
0.24% $
0.55% $
1.23% $
$
76,930
1,933
1,214
1,198
760
683
463
83,181
92.49%
2.32%
1.46%
1.44%
0.91%
0.82%
0.56%
* The revenue here does not include our income from sources other than our serviceware products, which are mainly sales of raw
materials and recyclable waste.
46
Government Policy May Impact our Business and Operating Results.
Factors Affecting Our Results of Operations
We have not seen any significant impact of unfavorable government policy upon our business in recent years. However, our business
and operating results will be affected by China’s overall economic growth and government policy. Unfavorable changes in government
policies (as well as government policies affecting our customers) could affect the demand for our products and could materially and
adversely affect our results of operations. Our products are currently not subject to the government restrictions in the PRC. However, any
future changes in the government’s policy upon plastic related production industry or disposal rules may have a negative effect on our
business. As our majority of business is from international trading, any future changes in the government policy affecting the importing and
exporting industry may impact our revenue and profitability.
World crude oil prices may impact our profitability.
The price of our products’ main raw material is closely associated with that of crude oil. Fluctuating oil prices impact not only the cost
of plastic resin, but also transportation costs. Normally, our customers and we mutually agree to adjust our price according to raw material
price fluctuation. However, if we are unable to do that in the future, oil price fluctuation will impact our profitability.
The fast food industry is expected to grow slowly.
Our major customers operate in fast food industry in the U.S. The industry is expected to perform marginally better over the next five
years as the U.S. economy improves and consumers continue to seek convenient meal options. While no severe revenue declines are
expected, fast food restaurants will continue to operate in a slow-growth environment. Successful operators will need to adapt to changing
consumer preferences as the traditional concept of fast food evolves to include a wider variety of options. As plenty of opportunities remain
for new fast food concepts and products, the industry’s long era of growth is far from over. As a result of these trends, global fast food
industry revenue is expected to grow at an annualized rate of 2.0% over the five years to 2020 to $248.7 billion. In addition, the demand for
foodservice disposables in the U.S. is projected to increase 3.9% per year to $21.9 billion in 2019.
Competition is high and increasing.
The three largest U.S. suppliers of foodservice disposables account for a significant percentage of the industry. As of 2012, Dart
Container Corporation, Reynolds Group/Pactiv and Georgia-Pacific collectively held approximately 29% of the U.S. market share in the
foodservice disposables industry. Our industry is marked by a small number of strong competitors, with approximately 50% of our market
controlled by the top 10 companies in the industry. Under such circumstances, we may be unable to compete effectively against such larger,
better-capitalized companies, which have well-established long-term relationships with the large customers we serve and seek to serve.
Competition in this industry is primarily based on price. Other significant competitive factors are quality and reliability of delivery.
Exchange rate fluctuations may significantly impact our business and profitability.
We sell a majority of our products in the United States (approximately 93.26 % based on 2015 revenues, and approximately 92.49%
based on the revenues for the year ended December 31, 2014). Historically, we have relied on lower wages and favorable exchange rates in
China to make our products sold abroad competitive in price. As China's currency has fluctuated significant against the U.S. dollar in the
past year, our advantage in price competitiveness might be impacted. While have already begun to diversify risk by moving some of our
manufacturing to the United States, we anticipate continuing to produce the majority of our products in China. To the extent the Chinese
RMB appreciates, our products could become more expensive and, as a result, less attractive to potential customers in other countries.
Currently we do not have any foreign currency net investments which are hedged by currency borrowings and other hedging instruments.
Years Ended December 31, 2015 and 2014
Results of Operations
The following table summarizes the results of our operations during the fiscal years ended December 31, 2015 and 2014, respectively,
and provides information regarding the dollar and percentage increase or (decrease) during such years.
47
(All amounts, other than percentages, in thousands of U.S. dollars)
Statement of
Operations
Data:
Revenues
Cost of goods sold
Gross profit
Operating expenses
Selling expenses
G&A expenses
R&D expense
Total operating expenses
Income from operations
Other income (expenses)
Interest expense, net
Subsidy income
Other income, net
Total other income (expenses)
Income before income taxes
Provision for income taxes
Net income
2015
2014
Amount
As %
of
Sales
Amount
As %
of
Sales
Amount
Increase
(Decrease)
Percentage
Increase
(Decrease)
$
$
91,294
67,646
23,648
6,437
6,149
2,092
14,678
8,970
(1,063)
901
582
420
9,390
(1,442)
7,948
100% $
74%
26%
7%
7%
2%
16%
10%
-1%
1%
1%
1%
10%
-2%
8% $
83,181
61,104
22,077
6,064
3,880
2,484
12,428
9,649
(1,157)
597
8
(552)
9,097
(1,369)
7,728
100% $
73%
27%
7%
5%
3%
15%
12%
-1%
1%
0%
-1%
11%
-2%
9% $
8,113
6,542
1,571
373
2,269
(392)
2,250
(679)
94
304
574
972
294
(73)
220
10%
11%
7%
6%
59%
-16%
18%
-7%
-8%
51%
7175%
-176%
3%
5%
3%
Revenues. Revenues increased by approximately $8.1 million, or 10%, to approximately $91 million in 2015 from approximately $83
million in 2014. The increase in net sales was driven by higher amount of products sold. However, with the significant drop of crude oil
price, the selling price has been significant decreased compared to last year. Overall, our sales increased despite the negative impact from
pricing.
Revenue by Product Type
(All amounts, other than percentages, in thousands of U.S. dollars)
2015
2014
Variance
Cutlery
Straws
Cups and plates
Others
Total
Cutlery
% of Sales
Amount
% of Sales
Amount
$
55,242
11,092
20,938
4,022
91,294
$
61% $
12%
23%
4%
100% $
45,211
13,055
22,699
2,216
83,181
Amount
Increase
(Decrease)
10,031
(1,963)
(1,761)
1,806
8,113
Percentage
Increase
(Decrease)
22%
-15%
-8%
82%
10%
54% $
16%
27%
3%
100% $
Revenue from cutlery increased by $10.0 million, or 22%, from $45.2 million to $55.2 million in 2015. Sales from products made with
nano-modified polypropylene material with our patented technology, decreased by $1.4 million. Although we increased the quantity sold in
2015, the sales decrease of cutlery was driven by the decreased average selling price. Our average selling prices for this product category
decreased from $2.31 to $2.03 per kilogram. We sold 0.81 million kilograms more compared to last year for this product category.
Sales of cutlery made from traditional polypropylene material and polystyrene materials increased by $9.3 million or 49% from 2014.
This increase was driven by the increase of volume we sold, which increased by 3.1 million kilograms from 2014. The increase was
partially offset by the decrease of selling price from $3.69 to $2.95 per kilogram.
Sales of cutlery made from cornstarch biodegradable material decreased by $14,000 or 1.4% from 2014. The decrease was attributed to
the decreased selling price while our sales volume has been increased.
Straws
Sales for straws decreased by $2.0 million in 2015 compared with sales in 2014. In 2015, the quantity sold increased by 223,000
kilograms or 8% compared to that in 2014. However, due to the raw material price drop in 2015, our selling price decreased significantly by
21%. Our price is very competitive in the U.S. market and our products have been receiving substantial interest from customers. We expect
the sales volume will keep increasing. The sales in the following period will depend on the price trend of raw material.
48
Cups and plates
Sales for cups and plates decreased by $1.8 million in 2015 compared with sales in 2014. The quantity sold increased by 1% compared
to 2014. The average selling price decreased from $4.0 to $3.6 per kilogram.
Other products
Other products include products for family use, party and other entertainment purposes. Sales from these types of products increased by
$1.8 million in 2015 compared with sales in 2014. The sales increase was mainly due to several new products we developed in 2015, which
contributed $2.4 million of revenue, offset by the revenue decreased from the existing products. The decrease is also due to the decrease
price per kilogram in 2015.
Revenue by Geographic Area *
(All amounts, other than percentages, in thousands of U.S. dollars)
2015
2014
Year-over Year
Increase
Region
United States
Europe
Australia
Canada
Central and South America
Middle East and Africa
China
Total
Amount
$
85,145
2,588
635
1,082
222
498
1,124
91,294
$
%
Amount
%
Amount
Percentage
93.26% $
2.83%
0.70%
1.19%
0.24%
0.55%
1.23%
$
76,930
1,933
1,214
1,198
760
683
463
83,181
92.49% $
2.32%
1.46%
1.44%
0.91%
0.82%
0.56%
$
8,215
655
(579)
(116)
(538)
(185)
661
8,113
10.68%
33.88%
(47.69)%
(9.68)%
(70.79)%
(27.09)%
143%
* The revenue here does not include our income from sources other than our serviceware products, which are mainly sales of raw
materials and recyclable waste.
Our sales from the United States market grew significantly in 2015. In 2015, our Allentown factory began operation. Localization
contributed cost saving and made us more competitive in local markets. We have expanded our customer base and our key customers (top
chain fast food stores) accounted for a smaller percentage of the total sales in 2015 compared to 2014.
The European market is our second largest market and the sales slightly increased since the demand is growing. Sales from the Chinese
market increased by $0.7 million, or 143% due to the significant increase of fast food market in China. We are increasingly focusing on the
Chinese market in 2015. The slight decrease for sales from other regions was primarily due to the shift of our focus to the US market in
2015.
Cost of goods sold. Our cost of goods sold increased by approximately $6.5 million or 11% to approximately $67.6 million in 2015
from approximately $61.1 million in 2014, which is consistent with sales growth in 2015. As a percentage of revenues, the cost of goods
sold increased by approximately 1% to 74% in 2015 from 73% in 2014, which is relatively consistent with the prior year.
The portion of our products produced by third-party manufacturers in the years ended December 31, 2015 and 2014 are both less than
1%. The associated impact on our gross margins is very limited considering the portion.
Gross profit. Our gross profit increased by approximately $1.5 million, or 7%, to approximately $23.6 million in 2015 from
approximately $22.1 million in 2014. Gross profit margin was 26% in 2015, as compared with 27% in 2014. The decrease of 1% was
primarily attributable to change of product mix. In 2015, cutlery accounted for 61% of total sales, compared to 54% in 2014, which has the
lowest gross margin among our products.
49
Our cost and gross profit by product types are as follows:
(All amounts, other than percentages, in thousands of U.S. dollars)
2015
2014
Variance
Gross Profit %
Cost
Gross Profit %
Gross Profit %
Increase (Decrease)
Cutlery
Straws
Cups and plates
Others
Taxes
Total
Cost
$
42,211
8,234
12,297
2,455
2,449
67,646
$
24% $
26%
41%
39%
N/A
26% $
35,204
9,500
13,473
1,373
1,554
61,104
Cost
Increase (Decrease)
7,007
(1,266)
(1,176)
1,082
895
6,542
22% $
27%
41%
38%
N/A
27% $
2%
(1)%
0%
1%
N/A
(1)%
Cost of revenue for cutlery products increased by approximately $7 million to approximately $42.2 million in 2015 compared to $35.2
million in 2014. Gross profit margins were 24% and 22%, respectively in 2015 and 2014. Cutlery represented the largest portion of sales.
Cost of revenue for straws was approximately $8.2 million in 2015 compared to approximately $9.5 million in 2014. The gross profit
margin was approximately 26% in 2015 compared to 27% in 2014. The gross margin variance is considered as normal fluctuation in our
business operation.
Cost of revenue for cups and plates was around $12.3 million and $13.5 million in 2015 and 2014, respectively. Gross profit margin
was 41% in both years, which reflect the change of selling price and our cost fluctuated to the similar extent in general.
Taxes included in costs represent the VAT paid for purchased inventory, which cannot be deducted to offset our sales tax. The amount
of tax in costs can vary year to year depending on the timing and amount of purchases made throughout the year.
Selling expenses. Selling expenses increased by approximately $373,000 to approximately $6.4 million in 2015 compared to
approximately $6.1 million in 2014. As a percentage of sales, our selling expenses were 7% of revenues in 2015 and 2014. The increase in
selling expenses is consistent with the increase of revenues.
General and administrative expenses. Our general and administrative expenses increased by approximately $2.3 million or 59%, to
approximately $6.1 million in 2015 from approximately $3.9 million in 2014. As a percentage of revenues, general and administrative
expenses were 7% and 5% of sales in 2015 and 2014, respectively. The increase was primarily attributable to the following factors:
(a) an increase in expenses related to public listing and consulting expense of approximately $168,000 in 2015;
(b) an increase in payroll and training expense of $1.1 million due to business expansion in the U.S. and China and new hires for the
U.S. public listing related personnel;
(c) an increase in office and travelling expense of $344,000 due to business expansion in the U.S. and China as well as the
establishment of our Allentown facility in U.S. in 2015;
(d) an increase in rental and insurance expense of $317,000 attributable the newly opened facility in Allentown, U.S. in 2015.
Research and development expenses. Our research and development expenses decreased approximately $392,000 to approximately
$2.1 million in 2015 compared with approximately $2.5 million in 2014. We expect the R&D expense to stay at this level, as we continued
to conduct research and development activities, especially seeking to increase the use of environmentally-friendly materials, develop
degradable and biodegradable materials and reduce reliance on fossil-based raw materials.
Interest income (expense). Our interest expense (net)decreased by approximately $94,000, to approximately $1.1 million in 2015, from
approximately $1.2 million in 2014.
The average interest rates for our average outstanding loan in 2015 and 2014 were 4.77% and 5.67%, respectively. At the time of loan
application, different commercial banks determine loan interest rates based on various factors, including general economic conditions in
China, internal bank lending policies, the applicant’s credit standing and relative bargaining power. From 2014 to 2015, People’s Bank of
China has gradually lowered its prevailing interest rate. For one year commercial loans, interest rate decreased from 5.83% in the beginning
of 2014 to 4.3% as of October 24, 2015. As a result, the interest rate for our average outstanding loan in 2015 was lower than in 2014.
The bank loan balance as of December 31, 2015 and 2014 were $15.3 million and $19.5 million respectively. The average amounts of
loan outstanding for 2015 and 2014 were $23.4 million and $19.8 million, respectively. We borrow from commercial banks based on our
working capital conditions and forecast of business needs. The average amount of loan outstanding in 2015 was slightly higher than 2014
due to expansion of our business.
There is no interest expense but only bank fee charged to notes payable. The bank charge is usually 0.05% of the notes payable issued.
For the years ended December 31, 2015 and 2014, bank charges related to notes payable were immaterial.
50
Subsidy income. Our government subsidy income was approximately $901,000 in 2015 compared to approximately $597,000 in 2014.
Our government subsidy income was all granted by local governments in recognizing our achievements in various areas. All subsidies we
received in 2015 and 2014 were one-time grants and may not occur again in the future. We cannot predict the likelihood or amount of any
future subsidies.
Other income (expense). Other expense was approximately $582,000 and $8,000 in 2015 and 2014, respectively. The significant
increase is attributed to the favorable USD exchange rate against RMB in the last quarter. Included in this account, the Company recorded
$477,000 of foreign currency translation gain.
Income before income taxes. Our income before income taxes was approximately $9.4 million in 2015, an increase of approximately
$294,000 compared with approximately $9.1 million in 2014. The increase was primarily attributable to increased sales and gross margin,
offset by the increased G&A expense as discussed above.
Provision for income taxes. Our provision for income taxes was approximately $1.4 million in 2015, an increase of approximately
$73,000 or 5% from approximately $1.4 million in 2014. The increase was due to the fact that more taxable income was generated from our
Chinese subsidiaries compared to 2014. In 2015, taxable income generated from China was $11.8 million compared to $8.0 million in
2014. The increase income tax expense (net) was offset by the deferred income tax benefit of $319,000 from the net operating loss
generated in United States.
B. Liquidity and Capital Resources
We are a holding company incorporated in the Cayman Islands. Total Faith, our BVI organized wholly owned subsidiary, owns
Taizhou Fuling which in turn owns our U.S. and China assets through its subsidiaries. We may need dividends and other distributions on
equity from our PRC subsidiaries to satisfy our liquidity requirements. Current PRC regulations permit our PRC subsidiaries to pay
dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In
addition, our PRC subsidiaries are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain
reserve funds until the total amount set aside reaches 50% of their respective registered capital. Our PRC subsidiaries may also allocate a
portion of its after-tax profits based on PRC accounting standards to employee welfare and bonus funds at their discretion. These reserves
are not distributable as cash dividends. We have relied on direct payments of expenses by our subsidiaries (which generate revenues), to
meet our obligations to date. To the extent payments are due in U.S. dollars, we have occasionally paid such amounts in RMB to an entity
controlled by our management capable of paying such amounts in U.S. dollars. Such transactions have been made at prevailing exchange
rates and have resulted in immaterial losses or gains on currency exchange but no other profit.
As of December 31, 2015, Taizhou Fuling has outstanding loans of approximately $15.3 million from various banks in China. To secure
this debt, Taizhou Fuling has pledged some of its properties and machinery, equipment, land use rights as well as other assets in China to
banks. Our assets outside of China, including our Allentown assets, are not used as collateral.
Further, although instruments governing the current debts incurred by our PRC subsidiaries do not have restrictions on their abilities to
pay dividend or make other payments to us, the lender may impose such restriction in the future. As a result, our ability to distribute
dividends largely depends on earnings from our PRC subsidiaries and their ability to pay dividends out of their earnings. We cannot assure
you that our PRC subsidiaries will generate sufficient earnings and cash flows in the near future to pay dividends or otherwise distribute
sufficient funds to enable us to meet our obligations, pay interest and expenses or declare dividends.
As of December 31, 2015, we had cash and cash equivalents of approximately $15.6 million and restricted cash of approximately $2.1
million. As of December 31, 2015, we also had certificates of deposits of $3.2 million which mature in April and July 2016. We did not
have any other short-term investments. Our current assets were approximately $49.8 million, and our current liabilities were approximately
$32.4 million, which resulted in a current ratio of 1.54:1. Total shareholders’ equity as of December 31, 2015 was approximately $43.3
million.
We have historically funded our working capital needs from operations, advance payments from customers, bank borrowings, and
capital from shareholders. Presently, our principal sources of liquidity are generated from our operations, proceeds from our initial public
offering and loans from commercial banks. In China, long-term loans are generally available; however, short-term loans are more readily
accessible sources of financing. Long-term loans in China are usually approved by banks for capital expenditures only, such as fixed asset
construction or property acquisitions. Our working capital requirements are influenced by the level of our operations, the numerical volume
and dollar value of our sales contracts, the progress of execution on our customer contracts, and the timing of accounts receivable
collections.
51
Based on our current operating plan, we believe that our existing resources, including cash generated from operations, proceeds from
our initial public offering, bank loans, bank notes payable, and advances from suppliers will be sufficient to meet our working capital
requirement for our current operations over the next twelve months. We expect to be able to refinance our short-term loans based on past
experience and our good credit history. We do not believe failure to refinance our short term loans from certain banks will have a
significant negative impact on our normal business operations. In both 2015 and 2014, our operating cash flow was positive. In addition,
our related parties including our major shareholders and affiliate companies are willing to provide us financial support. However, we may
have negative cash flow in the future, and our related parties may become unable or unwilling to provide us financial support as needed. If
this happened, the failure to refinance our short-term loans could potentially affect our capital expenditure and expansion of business.
During the period from January 1, 2016 to March 24, 2016, we repaid approximately $5.1 million bank loans and $0.4 million in notes
payable that were due in 2015. We also borrowed approximately $8.7 million under new bank loans as well as approximately $1.3 million
in new notes payable from various banks in China. If we cannot refinance from commercial banks, our major shareholders and affiliate
companies could provide us financial support as needed. Lack of sufficient financial support from local banks or our related parties could
potentially affect our capital expenditure and expansion of business. We do not believe failure to refinance from certain banks will have
significant negative impact on our normal business operations.
The following table sets forth summary of our cash flows for the periods indicated:
(All amounts in thousands of U.S. dollars)
Net cash provided by operating activities
Net cash used in investing activities
Net cash (used in) provided by financing activities
Effect of exchange rate changes on cash
Net (decrease) increase in cash
Cash, beginning of year
Cash, end of year
Operating Activities
2015
2014
$
$
7,961 $
(8,770)
15,058
(75)
14,174
1,400
15,574 $
5,390
(6,013)
(800)
125
(1,299)
2,699
1,400
Net cash provided by operating activities was approximately $8.0 million in 2015, compared to cash provided by operating activities of
approximately $5.4 million in 2014. The increase in net cash provided by operating activities was primarily attributable to the following
factors:
·
·
·
The increase in account receivable balance corresponded to the trend of increase in sales, but at a slower rate in 2015 compared
to 2014. Our sales increased by 10% or $8.1 million in 2015 compared with 2014. However, sales increased by $13.6 million in
2014 compared to 2013. As a result, increase of accounts receivable at the end of 2015 were less than that in 2014.
Inventory decreased by approximately $1.1 million in 2015 compared with an increase of approximately $2.7 million in 2014.
The decrease is associated with the significant drop in the price of raw material, and as a result, our products.
The decrease of accounts payable of $2.7 million in 2015, compared with an increase of $1.7 million in 2014. The decrease is
consistent with the decrease of our inventory as well as adequate cash on hand.
Investing Activities
Net cash used in investing activities was approximately $8.8 million in 2015, an increase of approximately $2.8 million from net cash
used in investing activities of approximately $6.0 million in 2014. The increase in net cash used in investing activities in 2015 was
primarily attributable to increased payments associated with the acquisition of property and equipment in 2014 for $2.1 million, as well as
increase of investment made for certificate of deposit for$ 0.6 million.
Financing Activities
Net cash provided from financing activities was approximately $15.1 million in 2015, compared to net cash used in financing activities
of approximately $0.8 million in 2014. The increase in net cash provided from financing activities in 2015 was primarily attributable to (a)
the 2014 Dividend, net of shareholder contribution for $2.7 million, compared to $18.6 million of capital contribution from our initial
public offering; (b) offset by repayment of short term borrowings of $3.6 million in 2015, compared to $454,000 in 2014.
52
In 2016, we expect to use capital expenditures primarily to develop a new factory in Wenling and continue to equip our Allentown
facility. We expect that our capital expenditures will increase in the future as our business continues to develop and expand. Our material
cash requirements in 2016 may include (i) investments of approximately $4.9 million in the new production lines and manufacturing
facilities in our new factory under plan in China;(ii) purchase of land use right for approximately $8.3 million as part of our project to build
this new factory in Wenling; (iii) purchase of equipment for approximately $4.9 million for our existing factories in China; and (iv)
purchase of equipment for approximately $2.1 million for the Allentown factory. As the demand for our products is expected to grow in the
coming years, we will need to add additional manufacturing capacity in Wenling, China.
Our primary source of cash is currently generated from the sales of our products and bank borrowings in addition to proceeds from our
initial public offering. In the coming years, we will be looking to other sources, such as raising additional capital by issuing shares of stock,
to meet our cash needs. While facing uncertainties in regards to the size and timing of capital raises, we are confident that we can continue
to meet operational needs solely by utilizing cash flows generated from our operating activities and bank borrowings, as necessary.
Loan Facilities
As of December 31, 2015, the details of all our short-term bank loans and bank acceptance notes payable are as follows:
No.
1
Type
Short-term Bank
(All amounts in U.S. dollars)
Contracting Party
Agricultural Bank of China
Expiration Date
Various from January to
Amount
$ 1,155,321 5.06% to 5.58% per annum
Effective Interest rate
2
3
4
5
6
7
8
9
Loan
Short-term Bank
China Construction Bank
May 2016
July 2016
$ 1,232,343 5.14% per annum
Loan
Short-term Bank
China Merchants Bank
March 2016 and June 2016 $ 1,000,293 1.13% to 1.42 per annum
Loan
Short-term Bank
PingAn Bank
Loan
Short-term Bank
China Citic Bank
Loan
March 2016
March 2016
Short-term Bank
Industrial and Commercial Bank of
Various from February to
Loan
China
Short-term Bank
Bank of China
Loan
Bank acceptance
notes payable
Bank acceptance
notes payable
Industrial and Commercial Bank of
China
Bank of China
December 2016
Various from January to
September 2016
Various dates from
January to June 2016
Various dates from
January to June 2016
$ 2,310,643 Interest rate ranging from
6.4% to 7.06% per annum
$ 1,622,457 Interest rates ranging from
4.74% to 6.61% per annum
$ 4,079,145 Interest rates ranging from
2.33% to 6.16% per annum
$ 3,864,625 1.58% to 6.72% per annum
$ 2,409,055 N/A
$
430,728 N/A
All loans and bank acceptance notes due as of the date of this filing have been repaid. As of March 24, 2016, the Company has repaid
approximately $5.1 million in bank loans and $0.4 million in notes payable that were due in 2015 and has borrowed approximately $8.7
million in bank loans and $1.3 million in notes payable from various banks in China, which are short term in nature and guaranteed by
Special Plastics, its shareholders and third parties.
Although we currently do not have any material unused sources of liquidity, giving effect to the foregoing bank loans and other
financing activities, including the discounting of bills/notes receivable, we believe that our currently available working capital should be
adequate to sustain our operations at our current levels through at least the next twelve months. We will consider additional borrowing
based on our working capital needs and capital expenditure requirements. There is no seasonality of our borrowing activities.
Statutory Reserves
Under PRC regulations, both of our subsidiaries in the PRC may pay dividends only out of their accumulated profits, if any, determined
in accordance with accounting principles generally of the PRC (“PRC GAAP”). In addition, these companies are required to set aside at
least 10% of their after-tax net profits each year, if any, to fund the statutory reserves until the balance of the reserves reaches 50% of their
registered capital. The statutory reserves are not distributable in the form of cash dividends to the Company and can be used to make up
cumulative prior year losses.
Restrictions on net assets also include the conversion of local currency into foreign currencies, tax withholding obligations on dividend
distributions, the need to obtain State Administration of Foreign Exchange approval for loans to a non-PRC consolidated entity. We did not
have these restrictions on our net assets as of December 31, 2015 and December 31, 2014. We are also party to certain debt agreements that
are secured with collateral on our real property, but such debt agreements do not restrict our net assets and instead only impose restrictions
on the pledged property. To the extent we wish to transfer pledged property, we are able to do so subject to the obligation that we settle the
loan obligation.
53
The following table provides the amount of our statutory reserves, the amount of restricted net assets, consolidated net assets, and the
amount of restricted net assets as a percentage of consolidated net assets, as of December 31, 2015 and December 31, 2014.
Statutory Reserves
Total Restricted Net Assets
Consolidated Net Assets
Restricted Net Assets as Percentage of Consolidated Net Assets
As of December 31,
2015
2,868,844
2,868,844
43,181,367
$
$
$
6.64%
2014
1,862,365
1,862,365
17,454,524
10.67%
$
$
$
Total restricted net assets accounted for approximately 6.64% of our consolidated net assets as of December 31, 2015. As our
subsidiaries usually set aside only 10% of after-tax net profits each year to fund the statutory reserves and are not required to fund the
statutory reserves when they incur losses, we believe the potential impact of such restricted net assets on our liquidity is limited.
Capital Expenditures
We had capital expenditures of approximately $5.5 million and $4.7 million for the years ended December 31, 2015 and 2014,
respectively for additions to and renovations of our workshops and office buildings; and purchases of equipment in connection with our
business activities.
In 2016, our capital expenditures are expected to be approximately $20.2 million, and will be primarily related to (i) investments of
approximately $4.9 million in the new production lines and manufacturing facilities in our new factory under plan in China, (ii) purchase of
land use right for approximately $8.3 million as part of our project to build this new factory in Wenling; (iii) purchase of equipment for
approximately $4.9 million for our existing factories in China; and (iv) purchase of equipment for approximately $2.1 million for the
Allentown factory.
For more information regarding our material commitments for capital expenditure, please see “Item 4. Information on the Company.”
We expect that our capital expenditures will increase in the future as our business continues to develop and expand. We have used cash
generated from our subsidiaries’ operations to fund our capital commitments in the past and anticipate using such funds and proceeds
received from our initial public offering to fund capital expenditure commitments in the future.
Critical Accounting Policies
We prepare our financial statements in conformity with accounting principles generally accepted by the United States of America
(“U.S. GAAP”), which requires us to make judgments, estimates and assumptions that affect our reported amount of assets, liabilities,
revenue, costs and expenses, and any related disclosures. Although there was no material changes made to the accounting estimates and
assumptions in the past three years, we continually evaluate these estimates and assumptions based on the most recently available
information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since
the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result
of changes in our estimates.
We believe that the following accounting policies involve a higher degree of judgment and complexity in their application and require
us to make significant accounting estimates. Accordingly, these are the policies we believe are the most critical to understanding and
evaluating our consolidated financial condition and results of operations.
Revenue recognition
Revenue from product sales is recognized, net of estimated provisions for sales allowances, when the merchandise is shipped and title is
transferred. Revenue is recognized when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists (sales
agreements and customer purchase orders are used to determine the existence of an arrangement); (ii) 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;(iii) the sales price is both fixed and determinable, and (iv) collectability is reasonably assured.
Historically, sales returns have been minimal.
We sell our products either under free on board (“FOB”) shipping point term or under FOB destination term. For sales under FOB
shipping point term, we recognize revenue when product was loaded on the ships. Product delivery is evidenced by warehouse shipping log
as well as signed shipping bills from the shipping company. For sales under FOB destination term, we recognize revenue when the product
is delivered and accepted by customer. Product delivery is evidenced by signed receipt document and title transfers upon delivery.
54
Revenue is reported net of all value added taxes. We do not routinely permit customers to return products and historically, customer
returns have been immaterial.
Allowance for accounts receivable
We establish an allowance for doubtful accounts based on management’s assessment of the collectability of accounts receivable. A
considerable amount of judgment is required in assessing the amount of the allowance.
We consider the historical level of credit losses and apply percentages to aged receivable categories when we decide the allowance for
accounts receivable. Additional specific provision is made against accounts receivable to the extent which they are considered to be
doubtful. Bad debts are written off when identified and we do not accrue interest on trade receivables. Collectability conditions are assessed
on individual receivable accounts when we determine an allowance is necessary.
Income Tax
We account for income taxes in accordance with ASC 740, “Income Taxes”. ASC 740 requires an asset and liability approach for
financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the
likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax
effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts
used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either
expire before the Company is able to realize their benefits, or future deductibility is uncertain.
Our subsidiaries in China are subject to the income tax laws of the PRC. We believe that our tax return positions are fully supported, but
tax authorities in China may challenge certain positions. Therefore, the amount ultimately paid could be materially different from the
amounts previously included in income tax expense and therefore could have a material impact on our tax provision, net income and cash
flows.
Recently Issued Accounting Pronouncements
In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet
Classification of Deferred Taxes (ASU 2015-17), which simplifies the presentation of deferred income taxes by requiring deferred tax
assets and liabilities be classified as noncurrent on the balance sheet. The updated standard is effective for us beginning on January 1, 2017
with early application permitted as of the beginning of any interim or annual reporting period. Management is evaluating the impact, if any,
of this ASU on the Company’s financial position, results of operations and cash flows.
In January 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-01, “Financial Instruments – Overall (Subtopic 825-
10): Recognition and Measurement of Financial Assets and Financial Liabilities”. The new guidance is intended to improve the recognition
and measurement of financial instruments. The new guidance makes targeted improvements to existing U.S. GAAP by: (1) Requiring
equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee)
to be measured at fair value with changes in fair value recognized in net income. Requiring public business entities to use the exit price
notion when measuring the fair value of financial instruments for disclosure purposes; (2) Requiring separate presentation of financial
assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance
sheet or the accompanying notes to the financial statements; (3) Eliminating the requirement for public business entities to disclose the
method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at
amortized cost on the balance sheet; and. (4) Requiring a reporting organization to present separately in other comprehensive income the
portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as
“own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial
instruments. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim
periods within those fiscal years. The Company does not expect this update will have a material impact on the Company's consolidated
financial position, results of operations and cash flows.
C. Research and Development, Patents and Licenses, etc.
Research and Development
We are committed to researching and developing better ways to make our products more environmentally-friendly and cost effective
and better ways to make our production methods more efficient. We believe scientific and technological innovations are integral to our
operations and the mainstay of our competitive advantage and differentiation strategy. The barrier to entry to produce plastic foodservice
disposables is relatively low; we believe that by devoting resources to finding new solutions to challenges facing our customers, we are able
to improve our competitiveness, even where we are not the lowest cost provider of products, because we compensate with quality and
service.
55
The R&D team has over 90 dedicated employees who are researchers and analysts focused on product development and design of
systems to automate our production process. Quality control is an important aspect of the teams’ work and ensuring quality at every stage
of the process has been a key driver in maintaining and developing brand value for our Company.
We have collaborated with the Technical Institute of Physics and Chemistry of the Chinese Academy of Sciences in research regarding
foodservice disposables technology in materials, processes and systems. Current efforts focus on biodegradable product materials including
PBS and cellulose synthesis of biodegradable material. It is through these collaborations that the company has managed to secure important
breakthroughs resulting in proprietary knowledge and patents.
During years ended December 31, 2015 and 2014, we spent $2.09 million and $2.48 million, respectively, on R&D. The decrease of the
amount spent on R&D was due to less R&D projects in 2015. R&D expenditures in each year were for the following purposes:
Purpose
Salaries
Materials
Other
Total
We expect to increase our R&D expenditures proportionate to our revenue increase in 2016.
The following chart shows some of our recent research projects.
Year Ended December 31,
2015
(in millions)
2014
(in millions)
$
$
0.60 $
1.23
0.26
2.09 $
0.76
1.30
0.42
2.48
Project
Disposable Paper-Like Cups
High Quality Printing Paper
Paper Cup
PET Cups with/without Printing
PET Salad Bowl
Injection Deli with Printing
Thermoforming Deli with Printing
PP School Tray
Double Barrel
Spoon Straw
PP Plate
PP Controlled Degradation Serviceware
Melt-Grafted Polypropylene Cutlery
Damping Gradient Distribution Function Package
New Anti-Fog Lid
Research of Serviceware Packaging Automation
Application of Orientation Control in Serviceware
New Antibacterial Compound Serviceware
Toughening PLA Biodegradable Serviceware
Source
R&D cooperation with
Chinese Academy of
Sciences
R&D cooperation with
Chinese Academy of
Sciences
Self-Developed
Self-Developed
Self-Developed
Self-Developed
Self-Developed
Self-Developed
Self-Developed
Self-Developed
Self-Developed
Self-Developed
Self-Developed
Self-Developed
Self-Developed
Self-Developed
Self-Developed
Self-Developed
Self-Developed
Year
2016
2016
2016
2016
2016
2016
2016
2016
2015
2015
2015
2014
2014
2014
2014
2013
2013
2013
2013
Mold for Folding Spork
Self-Developed
2012 – 2013
PS/HIPS/SBC Plastic Alloy
Self-Developed
2012 – 2013
High Temperature High Impact PET Transparent Lid
Self-Developed
2012 – 2013
Starch Modified PBS Technology
Self-Developed
2012 – 2013
PLA/PBS Composite Biodegradable Straws
Starch-Based Full-Dissolved Material
New Temperature Modified PLA Biodegradable Material
New Coating Serviceware
Modified Corn Starch-Based PBS Biodegradable Material
Cellulose Inorganic Filler Modified PBS Biodegradable Materials
Research of Biodegradable Food Packaging Material
New Serviceware Coating Technology
Research of Improving The Energy-Saving of Injection Molding Machine
Self-Developed
Self-Developed
Self-Developed
Self-Developed
R&D cooperation with
Chinese Academy of
Sciences
R&D cooperation with
Chinese Academy of
Sciences
Self-Developed
Self-Developed
Self-Developed
Research of Temperature Resistance of New Modified PLA Biodegradable Material
Self-Developed
56
2012
2012
2012
2012
2011
2011
2011
2011
2011
2011
Our Patents
Intellectual Property
We rely on our technology patents to protect our business interests and ensure our position as a pioneering manufacturer in our industry.
We have placed a high priority on the management of our intellectual property. Some products that are material to our operating results
incorporate patented technology. Patented technology is critical to the continued success of our products. However, we do not believe that
our business, as a whole, is dependent on, or that its profitability would be materially affected by, the revocation, termination, or expiration
of, or infringement upon, any specific single patent. We currently hold the following issued patents:
Proprietary name
Patent No.
Patent
type
Application
Date
Approval
Date
Expiration
Date
Authority
Improvement to water barrel
Particulate filtering drinking
straw
Straw with a fork
Food and beverage heater for
automobiles
Straw with a spoon
Brewing device
Food grade polypropylene
composite material and
preparation and uses
Two section straw packaging
and transmission system
Split-type goblets
Plates
Cup with curled rim
Spork
Multipurpose fork
Anti-counterfeit bags
Combined serviceware
package
Hollow-handle cutlery
Serviceware kit (toughened)
Ice cream cup
ZL 2007 2
0109209.7
ZL 2007 2
0107560.2
ZL 2007 2
0110304.9
ZL 2007 2
0109842.6
ZL 2007 2
0111006.1
ZL 2008 2
0164651.4
ZL 2010 1
0116076.2
ZL 2007 1
0156428.5
ZL 2010 2
0684010.9
ZL 2010 3
0701465.2
ZL 2011 2
0049179.1
ZL 2010 2
0685416.9
ZL 2010 2
0685497.2
ZL 2011 2
0049491.0
ZL 2010 2
0684440.0
ZL 2010 2
0684221.2
ZL 2011 3
0402067.5
ZL 2011 2
0561621.9
Utility model 2007.05.11 2008.02.20 2017.05.10 China State Intellectual
Property Office
Utility model 2007.03.27 2008.02.20 2017.03.26 China State Intellectual
Property Office
Utility model 2007.06.06 2008.04.30 2017.06.05 China State Intellectual
Property Office
Utility model 2007.05.25 2008.04.30 2017.05.24 China State Intellectual
Property Office
Utility model 2007.07.07 2008.07.02 2017.07.06 China State Intellectual
Property Office
Utility model 2008.09.11 2009.08.12 2018.09.10 China State Intellectual
Property Office
Patent
2010.03.02 2013.06.05 2030.03.01 China State Intellectual
Property Office
Patent
2007.10.26 2010.12.15 2027.10.25 China State Intellectual
Property Office
Utility model 2010.12.28 2011.08.03 2020.12.27 China State Intellectual
Property Office
Design
2010.12.29 2011.08.03 2020.12.28 China State Intellectual
Property Office
Utility model 2011.02.26 2011.08.24 2021.02.25 China State Intellectual
Property Office
Utility model 2010.12.28 2011.09.07 2020.12.27 China State Intellectual
Property Office
Utility model 2010.12.28 2011.10.19 2020.12.27 China State Intellectual
Property Office
Utility model 2011.02.26 2011.10.19 2021.02.25 China State Intellectual
Property Office
Utility model 2010.12.28 2011.11.09 2020.12.27 China State Intellectual
Property Office
Utility model 2010.12.28 2011.11.30 2020.12.27 China State Intellectual
Property Office
Design
2011.11.07 2012.05.16 2021.11.06 China State Intellectual
Property Office
Utility model 2011.12.29 2012.10.03 2021.12.28 China State Intellectual
Property Office
Cover/lid
ZL 2012 3
Design
2012.06.11 2012.10.31 2022.06.10 China State Intellectual
Cover remover
Packaging barrel
Bowls
Plates (honeycomb design)
Cutlery with removable
structure
Bowl for noodles
Combined fork and cutlery
Multipurpose clip
0240031.6
ZL 2012 2
0285999.5
ZL 2012 2
0288697.3
ZL 2012 3
0542829.6
ZL 2012 3
0543240.8
ZL 2012 2
0591687.7
ZL 2010 3
0701464.8
ZL 2010 2
0683337.4
ZL 2011 2
0048688.2
Property Office
Utility model 2012.06.16 2013.01.09 2022.06.15 China State Intellectual
Property Office
Utility model 2012.06.16 2013.01.09 2022.06.15 China State Intellectual
Property Office
Design
2012.11.09 2013.04.10 2022.11.08 China State Intellectual
Property Office
Design
2012.11.09 2013.04.10 2022.11.08 China State Intellectual
Property Office
Utility model 2012.11.09 2013.05.01 2022.11.08 China State Intellectual
Property Office
Design
2010.12.29 2011.06.08 2020.12.28 China State Intellectual
Property Office
Utility model 2010.12.28 2011.10.19 2020.12.27 China State Intellectual
Property Office
Utility model 2011.02.26 2011.10.19 2021.02.25 China State Intellectual
Property Office
Water dispenser bucket with
handle
ZL 2011 2
0219976.X
Utility model 2011.06.27 2012.01.25 2021.06.26 China State Intellectual
Property Office
Cup
Plate
US D724,426 S
Design
2014.07.24 2015.03.17 2029.03.17 United States Patent and
Trademark Office
ZL 2015 3
0165070.8
Design
2015.05.27 2015.09.02 2025.05.26 China State Intellectual
Property Office
Serviceware distribution
organization
ZL 2015 2 0307980.
X
Utility model 2015.05.13 2015.09.09 2025.05.12 China State Intellectual
Property Office
High luminous suction cup
High transparent children
plate
High transparent antiskid
serviceware
ZL 2015 2
0332164.4
ZL 2015 2
0343466.1
ZL 2015 2
0343446.4
Utility model 2015.05.21 2015.09.23 2025.05.20 China State Intellectual
Property Office
Utility model 2015.05.25 2015.09.23 2025.05.24 China State Intellectual
Property Office
Utility model
2015.5.25
2015.9.23
2025.5.24 China State Intellectual
Property Office
57
Our Trademarks
In addition to our patents, we also rely on trademarks and service marks to protect our intellectual property and branding. Below is a list
of our registered marks.
Mark
Owner
Taizhou Fuling
Classification Number(1) Registration Date Expiration Date
8 – #4712944
2008.3.28
2018.3.27
Taizhou Fuling
21 – #4712943
2008.12.28
2018.12.27
Taizhou Fuling
8 – #4712945
2008.3.28
2018.3.27
Taizhou Fuling
21 – #4712946
2008.12.28
2018.12.27
Taizhou Fuling
21 – #1032903(2)
2009.11.16
2019.11.16
Taizhou Fuling
8 – #11235808
2013.12.14
2023.12.13
Taizhou Fuling
21 – #11235777
2013.12.14
2023.12.13
Taizhou Fuling
21 – #8441442
2011.7.14
2021.7.13
Taizhou Fuling
21 – #11235865
2013.12.14
2023.12.13
Taizhou Fuling
8 – #11236889
2013.12.14
2023.12.13
Great Plastics
8 – #9966708
2012.11.21
2022.11.20
Great Plastics
21 – #9966694
2013.3.7
2023.3.6
Great Plastics
8 – #9966716
2012.11.21
2022.11.20
Great Plastics
8-# 12489484
2014.9.28
Great Plastics
21-# 12489468
2014.9.28
Fuling USA
8 – #4291028
2013.2.19
2024.9.27
2024.9.27
—(3)
58
Authority
China State
Administration
for Industry and
Commerce
China State
Administration
for Industry and
Commerce
Intellectual
Office Property
Register
China State
Administration
for Industry and
Commerce
China State
Administration
for Industry and
Commerce
China State
Administration
for Industry and
Commerce
China State
Administration
for Industry and
Commerce
China State
Administration
for Industry and
Commerce
China State
Administration
for Industry and
Commerce
China State
Administration
for Industry and
Commerce
United States
Patent and
Trademark
Office
(1) Classification 8 products consist of serviceware (knife, fork and spoon); knife and fork set serviceware; steel knives; chopping knives;
ice hammers; spoons; wine ladles; long handle spoons and tongs for sugar cubes. Classification 21 products consist of non-precious metal
serviceware (except knives, forks and spoons); enamel and plastic ware for everyday use (including basins, bowls, plates, kettles and
cups); ice cream sticks; lunch boxes; utensils for household uses; covers for dishes; paper or plastic cups; ice creams spoons; non-
precious serviceware and picnic baskets (including plates and dishes).
(2) Basing on #4712946 registration in China, we have registered the trademark at the International Bureau of the World Intellectual
Property Organization (WIPO) under the Madrid Agreement and Protocol. Please see the details after this chart.
(3) The registration is valid as long as Fuling USA timely files all post registration maintenance documents.
Our Domain Names
We have registered 5 domain names, including fulingplastics.com.cn, fulingplasticusa.com, domoplastics.com (not yet operational),
directlinkusallc.com and domoindustry.com. We also have the authorization from Ms. Guilan Jiang to use fulingplastics.com, We do not
incorporate the information on our websites into this annual report and you should not consider any information on, or that can be accessed
through, our websites as part of this annual report.
D. Trend Information
Industry Trends and Company Strategy
We have noted the existence of the following trends since the beginning of 2015, all of which are likely to affect our business to the
extent they continue in the future. We are adopting strategies accordingly.
Industry operators will need to cater to environmental concerns in order to succeed
Business and consumer concerns over the environmental impact of plastic will gain importance as an industry trend over the next five
years. Consumers will likely be more conscious of the environmental impact of paper and plastic products and look to purchase recycled
and eco-friendly products. As a result, industry operators will need to cater to environmental concerns in order to succeed in the industry.
For instance, according to Freedonia, McDonald’s reports that its corrugated clamshells contain at least 37 percent recycled content.
Our management believes companies that provide eco-friendly products can charge higher prices which usually offset more than the
cost increase and thus achieve higher profit margins. On average, our eco-friendly products have 10% higher gross margin compared to our
conventional products.
Innovation and cost cutting
The main material used to produce plastic products is plastic resin, a petroleum-based product. For this reason, fluctuations in global
crude oil prices lead to changes in the input costs for plastic manufacturers. Crude oil prices are generally volatile.
The plastic resins we primarily use are polypropylene (“PP”) and polystyrene (“PS”) which includes General Purpose Polystyrene
(“GPPS”) and High Impact Polystyrene (“HIPS”)) The following chart shows their percentages of our total cost of raw materials for the
years ended December 31, 2015 and 2014:
Raw Material
PP
GPPS
HIPS
Total
Year Ended December 31,
2014
2015
48.3%
28.46%
2.20%
78.96%
51.31%
25.66%
2.26%
79.23%
59
The following chart shows the monthly prices of PP, GPPS, HIPS and Brent oil (one kind of crude oil) from January 2014 to February
2016:
2014
January
February
March
April
May
June
July
August
September
October
November
December
January
February
March
April
May
June
July
August
September
October
November
December
January
February
2015
2016
Decreased
PP ($/LB)
GPPS ($/LB)
HIPS ($/LB)
Brent Oil ($/barrel)
$
$
0.960
0.950
0.935
0.925
0.920
0.890
0.890
0.940
0.940
0.980
0.930
0.835
0.730
0.740
0.725
0.685
0.675
0.685
0.670
0.655
0.645
0.675
0.658
0.637
$
1.365
1.325
1.325
1.295
1.275
1.265
1.335
1.335
1.295
1.275
1.245
1.205
0.910
0.870
0.870
0.920
0.950
0.900
0.960
0.930
0.840
0.840
0.836
0.824
$
1.475
1.435
1.435
1.405
1.385
1.375
1.445
1.445
1.405
1.385
1.355
1.315
1.010
0.970
0.970
1.020
1.050
1.000
1.060
1.030
0.940
0.940
1.054
0.917
108.150
108.860
107.550
107.580
109.650
111.620
106.650
101.600
97.410
87.540
78.900
62.910
47.870
58.140
55.930
61.020
65.630
63.800
56.690
48.100
51.050
51.220
48.370
36.280
$
0.607
0.580
$
39.58%
0.815
0.805
$
41.03%
0.914
0.914
$
38.03%
30.700
32.180
70.25%
With competition being mostly price-based, market players need to improve technology and manufacturing processes to save cost. In
addition, the environmental trend will encourage market players around the world to invest more in research and development.
We have consistently invested in R&D and new equipment and technology to increase our cost competitiveness. The following chart
illustrates the effect:
Average Worker Annual Salary
R&D Expense
Productivity Per Worker
$
$
$
5,705 $
2,128,923 $
107,980 $
6,326 $
2,484,566 $
126,990 $
6,998
2,091,513
138,960
22.7%
-1.8%
28.7%
2013
2014
2015
Increase (decrease) from 2013 to 2015
Proximity to key markets is a major success factor
Although many degradable products are imported from Asia, due to rising manufacturing costs in China, some importers of degradable
foodservice disposables are in the midst of establishing U.S. production operations. For example, Trellis Earth Products, an Oregon-based
manufacturer of sustainable food service products, is shifting its manufacturing of its bioplastic-based disposables from China to a facility
in Rochester, New York. The trend is based on the economic logic of producing or sourcing near the consumer.
The nature of some of our products (straws, cups and plates, specifically) necessitates operations to be fairly localized, as shipping costs
tends to be significant for these products. It makes economic sense to manufacture those products at a location close to markets. In addition
to reduced transportation costs and delivery time, this is also helpful for customer satisfaction since it allows manufacturers to respond to
customer needs more quickly.
60
In 2014, we commenced construction of a manufacturing facility in Allentown, Pennsylvania, which will provide us a platform to
manufacture drinking straws in the United States. The total investment for the project will be roughly $10.1 million. The factory in
Allentown became operational in June 2015.
Business Development Trends
Our prices fluctuate based on changes in our material costs. We and our long-term customers closely follow changes in such prices and
adjust our product prices accordingly. As a result of decreases in oil prices in 2015, our customers reduced the price they paid for our
products during the year, but we have been able to maintain our profit margins on the year.
E. Off-Balance Sheet Arrangements
Off-balance Sheet Commitments and Arrangements
We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties.
In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or
that are not reflected in our consolidated financial statements.
F. Tabular Disclosure of Contractual Obligations
Below is a table setting forth all of our contractual obligations as of December 31, 2015, which consists of our short-term loan
agreements, loans from third parties and due to related parties:
Contractual Obligations
Short-Term Debt Obligations
Bank Acceptance Notes Payable
Capital Lease Obligations
Operating Lease Obligations
Letter of Credit
Purchase Obligations
Other Long-Term Liabilities Reflected on the
Registrant’s Balance Sheet under GAAP
Loans from Third Parties
Total
G. Safe Harbor
Payment Due by Period
1 – 3
years
Less than
1 year
3 – 5
years
More than
5 years
Total
$ 15,264,827 $ 15,264,827
2,839,783
—
394,388
596,110
—
2,839,783
—
3,642,363
596,110
—
—
—
—
1,243,396
—
—
—
1,338,874
—
—
—
665,705
—
—
—
—
184,851
—
184,851
$ 22,527,934 $ 19,279,959 $
—
—
1,243,396 $
—
—
1,338,874 $
—
—
665,705
See “SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS.”
61
Item 6. Directors, Senior Management and Employees
A. Directors and Senior Management
The following table provides information regarding our senior management ,directors and a key U.S. executive as of March 30, 2016:
Name
Xinfu Hu
Guilan Jiang
Gilbert Lee
Sujuan Zhu
Jian Cao
Hong (Simon) He
Yau On Johann Tse
John C. Kunes
Age
55
52
58
44
65
47
49
66
Position(s)
Chief Executive Officer
Chair of Board of Directors and Chief Operating Officer
Chief Financial Officer
Director
Director (Independent)
Director (Independent)
Director (Independent)
Executive Vice President of Fuling USA
The business address of all such senior management and directors is Southeast Industrial Zone, Songmen Town, Wenling, Zhejiang
Province, People’s Republic of China 317511.
Directors
Guilan Jiang. Ms. Jiang has served as the Chief Operating Officer and Chair of the Company since September 2015. Ms. Jiang co-
founded Taizhou Fuling in October of 1992 with her husband, Mr. Xinfu Hu, our CEO, and serves as the legal representative and the Chair.
Ms. Jiang co-founded Great Plastics in March 2010 with Mr. Xinfu Hu and Ms. Sujuan Zhu, and serves as the legal representative, the
general manager and a director. Ms. Jiang owns 50% of Wenling Fulin Plastic Products Co. Ltd, and she serves as the legal representative
and the general manager. Ms. Jiang previously owned 95% of Zhejiang Special Plastics Technology Co., Ltd. (“Special Plastics”) from
September 2006 through 2015 and acts as a supervisor. Ms. Jiang is the general manager and a shareholder of Wenling Wantong Investment
Co., Ltd. Ms. Jiang has been certified by Zhejiang Province as a senior economist in 2012. This qualification certifies her qualification and
experience in business management, and understanding of the global economic marketplace in which we operate and shows that she has
passed certain qualification tests in business field. Currently Ms. Jiang is Deputy Chair of the China Plastics Processing Industry
Association, Deputy Chair of the Zhejiang Female Entrepreneur Association, and Chair of the Wenling Plastics Association. Ms. Jiang has
acted as a representative of the local People’s Congress several times, most recently, in March 2016. Ms. Jiang has received an award as an
Outstanding Female in China, as a Top 10 Outstanding Female in Zhejiang, and as an Excellent Entrepreneur in Taizhou and Wenling. Ms.
Jiang received her associate degree in accounting from China University of Geosciences in 2006. We have chosen Ms. Jiang to serve as the
Chair of our board of directors because of her more than twenty years of experience in our industry, and leadership at the national level.
Sujuan Zhu. Ms. Zhu has been a member of our board of directors since January 19, 2015. She co-founded Taizhou Fuling in October
1992, is a director and has worked in its financial department. Ms. Zhu also co-founded Great Plastics in March 2010. Ms. Zhu is also a
director and the general manager of Wenling Hongkun Investment Co., Ltd. We have chosen Ms. Zhu to serve on our board of directors
because of her more than twenty years of experience advising and assisting our company on finance and management as it has grown.
Jian Cao. Mr. Cao has been an independent member of our board of directors since July 2015. Mr. Cao has been the Executive Vice
President at the China Plastics Processing Industry Association since May 1995 and legal representative since May 2011. In this capacity,
Mr. Cao manages the daily operations of the association. Mr. Cao has helped the Association participate in the development of the national
standards applicable to the plastics industry. Prior to working with the China Plastics Processing Industry Association, Mr. Cao served a
plastic industry association in Liaoning Province, including as general manager, since 1978. Since August 2013, Mr. Cao has also served as
a director at Xinjiang Tianye Water Saving Irrigation System Company Limited, a public company in China. Mr. Cao is also a director at
Jiangsu Cenmen Equipment Co., Ltd., another public company in China. Mr. Cao has also been a director at the China Light Industry
Federation since May 2012. Since May 2013, Mr. Cao has been chief of the national standardization technical committee for the plastics
industry. Mr. Cao earned his bachelor degree in October 1978 from Dalian University of Technology. We believe Mr. Cao’s qualifications
to serve on our board of directors include his knowledge of our industry, with 37 years’ experience in the plastics industry.
Hong (Simon) He. Mr. He has been an independent member of our board of directors since July 2015. Since August 2014, Mr. He has
been the finance director of SciClone Pharmaceuticals, Inc., which is a Nasdaq-listed company with main operations in China. He manages
corporate financial analysis, SEC reporting and SOX compliance. Mr. He was Vice President of Finance and the controller of Augmedix,
Inc. from January 2014 to June 2014, where he developed financial accounting and reporting process in compliance with U.S. GAAP. From
October 2011 to December 2013, Mr. He was the Vice President of Finance at Baidu Leho.com, which is backed by Baidu, a Nasdaq-listed
company. He established financial accounting infrastructure and ensured the financial statements were prepared in line with the U.S.
GAAP. From March 2010 to October 2011, Mr. He was the CFO of Sunity Online Entertainment Ltd., a pre-IPO company. He coordinated
the IPO application for Nasdaq listing and ensured the U.S. GAAP compliance for its financial statements. Mr. He is a U.S. Certified
Management Accountant and a China Certified Public Accountant. Mr. He earned his Bachelor of Science degree in accounting from
Beijing University of Technology in July 1992 and his MBA degree from University of Chicago Booth School of Business in December
2006. We have selected Mr. He to serve on our board of directors and as the Chair of our Audit Committee because of his rich accounting
and finance experience.
62
Yau On Johann Tse. Mr. Tse has been an independent member of our board of directors since July 2015. Mr. Tse has been the CEO of
Aquarian Capital, LLC from March 2006. In this capacity, Mr. Tse focuses on corporate management, business development and client
service. From January 2004 to March 2006, Mr. Tse was the director of international M&A at Yum! Brands and managed M&A and
franchising development. Currently Mr. Tse is a director of Aquarian Capital, LLC, China Dadi Chemical Limited, and Blackstone Natural
Resources S.A., none of which are public companies. Mr. Tse earned his Bachelor of Science degree from the Chinese University of Hong
Kong in June 1990 and his MBA degree from INSEAD in December 1999. We have selected Mr. Tse to serve on our board of directors to
benefit from his 20 years of international investment experience.
Executive Officers
Xinfu Hu. Mr. Hu has served as the Chief Executive Officer of the Company since September 2015 . Mr. Hu co-founded Taizhou
Fuling in October of 1992 with his wife, Ms. Guilan Jiang, and serves as the general manager. Mr. Hu co-founded Great Plastics in March
2010 with his wife, Ms. Guilan Jiang, and Ms. Sujuan Zhu and has served as a supervisor. Mr. Hu is also the legal representative, the
general manager and a director of Wenling Yuanheng Real Estate Development Co., Ltd. Mr. Hu is a shareholder of Sanmen Decoration
City Market Development Co., Ltd and Hangzhou YaJiu Investment Co., Ltd. Mr. Hu has been certified by Zhejiang Province as a senior
economist in 2013. This qualification certifies his qualification and experience in business management, and understanding of the global
economic marketplace in which we operate and shows that he has passed certain qualification tests in business field. Mr. Hu is also an
engineer. Currently Mr. Hu is Deputy Chair of the China Chamber of Commerce for Import and Export of Light Industrial Products and
Arts and Crafts, and a member of Committee of the People’s Political Consultative Conference of Sanmen County. Mr. Hu received his
associate degree in business management from Southwest University of Science and Technology in 2006. Our board of directors has chosen
Mr. Hu to serve as Chief Executive Officer because of his more than twenty years of experience in our industry.
Gilbert Lee. Mr. Lee has been our Chief Financial Officer since August 2015. Mr. Lee was the Vice President of Operations of Fuling
USA from May 2015 to August 2015. Prior to joining our company, from October 2013 through May 2015, Mr. Lee was Vice President of
Business Development and prior to that, from August 2011 to October 2013, the U.S. based Chief Financial Officer at Tanke Biosciences
Corporation, a Chinese manufacturer listed on OTCQB, where he was responsible for SEC reporting, investor relations, capital-raising,
GAAP conversion, annual audits, and corporate finance. From 2010 through 2011, Mr. Lee was the Finance Executive in Planning &
Analysis for Dimensional Merchandising Inc., at which he developed strategies to turn around sales and profit, and oversaw accounting and
payroll functions. Mr. Lee also held various executive positions in finance, marketing, and business analysis at a Paris CAC 40 company
and a NYSE listed company. Mr. Lee is a CPA and a CMA. Mr. Lee earned his MBA from University of Texas at Austin in 1995, his MPA
(Master of Professional Accounting) from University of Texas at Arlington in 1987 and his BBA (Bachelor of Business Administration) in
Marketing from University of Texas at Arlington in 1982.
Key U.S. Executive
John C. Kunes. Mr. Kunes has served as Executive Vice President at Fuling USA/Old Fuling USA since January 2013 and was the
Chief Marketing Officer at Old Fuling USA from July 2009, responsible for developing customer relationships, negotiating distribution
logistics, and marketing our products in the United States. Mr. Kunes has been an independent contractor for Fuling USA/Old Fuling USA
since January 2013 through JCK Enterprises. Prior to joining our company, Mr. Kunes was Director of Operations for Jet Plastica
Industries, a plastic foodservice disposables company, from 1998 through 2008. At Jet Plastica he managed more than 600 employees, and
implemented projects to enhance efficiency such as automating production lines and matching cutlery production to orders. Mr. Kunes
worked as the Director of Finance for Tenneco Packaging from 1995 through 1998 and in a variety of operations and finance roles. He was
plant manager and business unit controller for Mobil Chemical Company from 1988 through 1995. Mr. Kunes earned his B.S. and MBA
from the Rochester Institute of Technology.
B. Compensation
Compensation of Directors and Executive Officers
In 2015, we paid an aggregate of approximately US$ 612,948 in cash as salaries and fees to our senior executives, officers and directors
named in this annual report, and granted an aggregate of 27,705 Ordinary Shares to our directors and executive officers. We do not
separately set aside any amounts for pensions, retirement or other benefits for our executive officers, other than pursuant to relevant
statutory requirements.
Share Incentive Plan
For information regarding the share incentive plan, see “Item 6. Directors, Senior Management and Employees — Share and Share
Options.”
63
C. Board Practices
Terms of Directors and Executive Officers
All directors hold office until the next annual meeting of shareholders at which they are re-elected and until their successors have been
duly elected and qualified. Officers are elected by and serve at the discretion of the board of directors. See “Item 6.A Directors and Senior
Management” as to current directors and officers. In addition, the service agreements between us and the directors do not provide benefits
upon termination of their services.
Election of Officers
Our executive officers are elected by, and serve at the discretion of, our board of directors. Our Chief Operating Officer and Chair of
our board of directors, Guilan Jiang is married to the Chief Executive Officer, Xinfu Hu. Sujuan Zhu, one of our board directors, is Guilan
Jiang’s sister-in-law. Other than these relationships, there are no familial relationships among any members of the executive officers.
Board of Directors and Board Committees
Our board of directors currently consists of five (5) directors. A majority of our board of directors (namely, Messrs. Cao, He and Tse)
are independent, as such term is defined by the Nasdaq Capital Market.
A director may vote in respect of any contract or transaction in which he is interested, provided, however that the nature of the interest
of any director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote on that matter. A
general notice or disclosure to the directors or otherwise contained in the minutes of a meeting or a written resolution of the directors or any
committee thereof of the nature of a director’s interest shall be sufficient disclosure and after such general notice it shall not be necessary to
give special notice relating to any particular transaction. A director may be counted for a quorum upon a motion in respect of any contract
or arrangement which he shall make with our company, or in which he is so interested and may vote on such motion.
We do not have a lead independent director, and we do not anticipate having a lead independent director because we will encourage our
independent directors to freely voice their opinions on a relatively small company board. We believe this leadership structure is appropriate
because we are a relatively small. Our board of directors plays a key role in our risk oversight. The board of directors makes all relevant
Company decisions. As a smaller company with a small board of directors, we believe it is appropriate to have the involvement and input
of all of our directors in risk oversight matters.
Board Committees
We have established three standing committees under the board: the audit committee, the compensation committee and the nominating
committee. Each committee has three members, and each member is independent, as such term is defined by The Nasdaq Capital Market.
The audit committee is responsible for overseeing the accounting and financial reporting processes of our company and audits of the
financial statements of our company, including the appointment, compensation and oversight of the work of our independent auditors. The
compensation committee of the board of directors reviews and makes recommendations to the board regarding our compensation policies
for our officers and all forms of compensation, and also administers and has authority to make grants under our incentive compensation
plans and equity-based plans (but our board will retain the authority to interpret those plans). The nominating committee of the board of
directors is responsible for the assessment of the performance of the board, considering and making recommendations to the board with
respect to the nominations or elections of directors and other governance issues. The nominating committee considers diversity of opinion
and experience when nominating directors.
The members of the audit committee, the compensation committee and the nominating committee are set forth below. All such
members qualify as independent under the rules of The Nasdaq Capital Market.
Director
Jian Cao
Hong (Simon) He
Yau On Johann Tse
(1) Committee member
(2) Committee chair
(3) Audit committee financial expert
Audit
Committee
(1)
(1)(2)(3)
(1)
Compensation
Committee
(1)(2)
(1)
(1)
Nominating
Committee
(1)
(1)
(1)(2)
64
Duties of Directors
Under Cayman Islands law, our directors have a duty to act honestly, in good faith and with a view to our best interests. The directors of
a company occupy a fiduciary relationship to the Company, which means that they owe heightened duties of good faith and responsibility.
Our directors have a duty to exercise the care, skill and diligence that would be exercised by a reasonably diligent person having the general
knowledge, skill and experience reasonably to be expected of a person acting as a director and must exercise the knowledge, skill and
experience which they actually possess. See “Description of Share Capital — Differences in Corporate Law” for additional information on
our directors’ fiduciary duties under Cayman Islands law. In fulfilling their duty of care to us, our directors must ensure compliance with
our First Amended and Restated Memorandum and Articles of Association. We have the right to seek damages if a duty owed by our
directors is breached.
Interested Transactions
A director may vote, attend a board meeting or, presuming that the director is an officer and that it has been approved, sign a document
on our behalf with respect to any contract or transaction in which he or she is interested. We require directors to promptly disclose the
interest to all other directors after becoming aware of the fact that he or she is interested in a transaction we have entered into or are to enter
into. A general notice or disclosure to the board or otherwise contained in the minutes of a meeting or a written resolution of the board or
any committee of the board that a director is a shareholder, director, officer or trustee of any specified firm or company and is to be
regarded as interested in any transaction with such firm or company will be sufficient disclosure, and, after such general notice, it will not
be necessary to give special notice relating to any particular transaction.
Remuneration and Borrowing
The directors may receive such remuneration as our board of directors may determine or change from time to time. The compensation
committee will assist the directors in reviewing and approving the compensation structure for the directors. Our board of directors may
exercise all the powers of the company to borrow money and to mortgage or charge our undertakings and property or any part thereof, to
issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the
company or of any third party.
Qualification
A majority of our board of directors is required to be independent. There are no membership qualifications for directors. Further, there
are no share ownership qualifications for directors unless so fixed by us in a general meeting. There are no other arrangements or
understandings pursuant to which our directors are selected or nominated.
Director Compensation
All directors hold office until the next annual meeting of shareholders at which they are re-elected and until their successors have been
duly elected and qualified. Our Chief Operating Officer and Chair of our Board of Directors, Guilan Jiang is married to the CEO, Xinfu
Hu. Officers are elected by and serve at the discretion of the Board of Directors. Employee directors do not receive any compensation for
their services. Non-employee directors will be entitled to receive such remuneration as our board of directors may determine or change
from time to time for serving as directors and may receive incentive option grants from our company. In addition, each non-employee
director is entitled to be repaid or prepaid all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred in
attending meetings of our board of directors or committees of our board of directors or shareholder meetings or otherwise in connection
with the discharge of his or her duties as a director.
Limitation of Director and Officer Liability
Under Cayman Islands law, each of our directors and officers, in performing his or her functions, is required to act honestly and in good
faith with a view to our best interests and exercise the care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. Cayman Islands law does not limit the extent to which a company’s First Amended and Restated Memorandum
and Articles of Association may provide for indemnification of officers and directors, except to the extent any such provision may be held
by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of
committing a crime.
Under our First Amended and Restated Memorandum and Articles of Association, we may indemnify our directors, officers and
liquidators against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably
incurred in connection with civil, criminal, administrative or investigative proceedings to which they are party or are threatened to be made
a party by reason of their acting as our director, officer or liquidator. To be entitled to indemnification, these persons must have acted
honestly and in good faith with a view to the best interest of the company and, in the case of criminal proceedings, they must have had no
reasonable cause to believe their conduct was unlawful. Such limitation of liability does not affect the availability of equitable remedies
such as injunctive relief or rescission. These provisions will not limit the liability of directors under United States federal securities laws.
The decision of our board of directors as to whether the director acted honestly and in good faith with a view to our best interests and as
to whether the director had no reasonable cause to believe that his or her conduct was unlawful, is in the absence of fraud sufficient for the
purposes of indemnification, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement,
conviction or the entry of no plea does not, by itself, create a presumption that a director did not act honestly and in good faith and with a
view to our best interests or that the director had reasonable cause to believe that his or her conduct was unlawful. If a director to be
indemnified has been successful in defense of any proceedings referred to above, the director is entitled to be indemnified against all
expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the director or
officer in connection with the proceedings.
65
We may purchase and maintain insurance in relation to any of our directors or officers against any liability asserted against the directors
or officers and incurred by the directors or officers in that capacity, whether or not we have or would have had the power to indemnify the
directors or officers against the liability as provided in our First Amended and Restated Memorandum and Articles of Association.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors, officers or persons
controlling our company under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is
against public policy as expressed in the Securities Act and is therefore unenforceable.
Involvement in Certain Legal Proceedings
To the best of our knowledge, none of our directors or officers has been convicted in a criminal proceeding, excluding traffic violations
or similar misdemeanors, nor has been a party to any judicial or administrative proceeding during the past five years that resulted in a
judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement.
Except as set forth in our discussion below in “Related Party Transactions,” our directors and officers have not been involved in any
transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.
D. Employees
As of December 31, 2016, we employed a total of 1,129 full-time and no part time employee in the following functions:
Department
Senior Management
Human Resource & Administration
Finance
Research & Development
Material Management
Quality Control
Production
Sales & Marketing
Total
December 31,
2015
Number of Employees
December 31,
2014
December 31,
2013
22
40
15
99
13
57
865
18
1,129
13
45
13
88
10
48
732
18
967
9
45
9
65
11
35
594
18
787
Production employees increased in 2014 and 2015 as our volume of orders required us to hire additional employees to meet demand,
notwithstanding automation.
Of our total employees on December 31, 2015, 1,107 were employed in China and 22 were employed in the United States (not including
John Kunes, our U.S. - based Executive Vice President who is an independent contractor). We anticipate that, when our Allentown facility
is at its planned maximum capacity of 24 production lines, we will have approximately 75 employees in the United States.
Our employees are not represented by a labor organization or covered by a collective bargaining agreement. We have not experienced
any work stoppages.
We are required under PRC law to make contributions to employee benefit plans at specified percentages of our after-tax profit. In
addition, we are required by PRC law to cover employees in China with various types of social insurance. In 2015, we contributed
approximately $408,531 and $785,432 to the employee benefit plans and social insurance, respectively. In 2014, we contributed
approximately $387,189 and $585,402 to the employee benefit plans and social insurance, respectively. The effect on our liquidity by the
payments for these contributions is immaterial. We believe that we are in material compliance with the relevant PRC employment laws.
66
Employment Agreements
In accordance with the PRC National Labor Law, which became effective in January 1995, and the PRC Labor Contract Law, which
became effective in January 2008, as amended subsequently in 2012, employers must execute written labor contracts with full-time
employees of the Chinese entity in order to establish an employment relationship. However, as Mr. Hu and Ms. Jiang are retained by FGI, a
Cayman Islands entity, and as Mr. Lee and Mr. Kunes are retained by a U.S. entity, they are not governed by this requirement.
Nevertheless, Mr. Kunes has an independent contractor agreement through JCK Enterprises and each of Mr. Hu, Ms. Jiang and Mr. Lee has
an employment agreement.
In China, all employers must compensate their employees equal to at least the local minimum wage standards. All employers are
required to establish a system for labor safety and sanitation, strictly abide by state rules and standards and provide employees with
appropriate workplace safety training. In addition, employers in China are obliged to pay contributions to the social insurance plan and the
housing fund plan for employees. Accordingly, all of our employees, including management, have executed their employment agreements.
Our employment agreements with our executives provide the amount of each executive officer’s salary and establish their eligibility to
receive a bonus. We believe our labor relationships are good.
Our employment agreements with our executive officers generally provide for a salary to be paid monthly. The agreements also
provide that executive officers are to work full time for our company and are entitled to all legal holidays as well as other paid leave in
accordance with PRC laws and regulations and our internal work policies. The employment agreements also provide that we will pay for all
mandatory social insurance programs for our executive officers in accordance with PRC regulations. In addition, our employment
agreements with our executive officers prevent them from rendering services for our competitors for so long as they are employed.
Other than the salary, bonuses, equity grants and necessary social benefits required by the government, which are defined in the
employment agreements, we currently do not provide other benefits to the officers. Our executive officers are not entitled to severance
payments upon the termination of their employment agreement or following a change in control. We are not aware of any arrangement that
may at a subsequent date, result in a change of control of our company.
We have not provided retirement benefits (other than a state pension scheme in which all of our employees in China participate) or
severance or change of control benefits to our named executive officers.
Under Chinese law, we may terminate an employment agreement without penalty by providing the employee thirty days’ prior written
notice or one month’s wages in lieu of notice if the employee is incompetent or remains incompetent after training or adjustment of the
employee’s position in other limited cases. If we wish to terminate an employment agreement in the absence of cause, then we are
obligated to pay the employee one month’s salary for each year we have employed the employee. We are, however, permitted to terminate
an employee for cause without penalty to our company, where the employee has committed a crime or the employee’s actions or inactions
have resulted in a material adverse effect to us.
Guilan Jiang
We entered into an employment agreement with our Chief Operating Officer and Chair, Ms. Guilan Jiang, effective September 12,
2015. Under the terms of Ms. Jiang’s employment, she is entitled to base compensation of $100,000 per year.
Ms. Jiang’s employment has no expiration date but may be terminated immediately for cause or at any time by either party upon
presentation of 30 days’ prior notice in the event she is unable to perform assigned tasks or the parties are unable to agree to changes to her
employment agreement.
Xinfu Hu
We entered into an employment agreement with our Chief Executive Officer, Mr. Xinfu Hu, effective September 12, 2015. Under the
terms of Mr. Hu’s employment, he is entitled to base compensation of $100,000 per year.
Mr. Hu’s employment has no expiration date but may be terminated immediately for cause or at any time by either party upon
presentation of 30 days’ prior notice in the event he is unable to perform assigned tasks or the parties are unable to agree to changes to his
employment agreement.
Gilbert Lee
We entered into an employment agreement with our Chief Financial Officer, Mr. Lee, effective August 17, 2015. Under the terms of
Mr. Lee’s employment, he is entitled to the following:
• Base compensation of $120,000 per year.
67
• An incentive grant equal to one-half percent (0.5%) of the final outstanding shares after FGI’s initial public offering; twenty percent
(20%) of such shares will be granted upon the conclusion of the initial public offering of FGI and each anniversary of the conclusion
of the initial public offering of FGI, until all such shares have been issued, provided Mr. Lee remains employed with us at such time.
Mr. Lee’s employment has no expiration date but may be terminated immediately for cause or at any time by either party upon
presentation of 30 days’ prior notice in the event he is unable to perform assigned tasks or the parties are unable to agree to changes to his
employment agreement.
E. Share Ownership
For information regarding the share ownership of our directors and senior management, see “Item 7. Major Shareholders and Related
Party Transactions — A. Major Shareholders.”
Incentive Securities Pool
Share and Share Options
We have established a pool for shares and share options for our employees. As of the date of this report, this pool contain shares and
options to purchase 1,570,509 of our Ordinary Shares, equal to 10% of the number of Ordinary Shares outstanding at the conclusion of our
initial public offering. Subject to approval by the Compensation Committee of our board of directors, we may grant options in any
percentage determined for a particular grant. We may grant the award of options to existing employees, officers and consultants. We may
also grant the award of restricted stock as a hiring incentive to employees, officers and directors and to non-employee directors on an
ongoing basis.
Any options granted will vest at a rate of 20% per year for five years and have a per share exercise price equal to the fair market value
of one of our common shares on the date of grant. We expect to grant shares and/or options under this pool to certain employees. We have
not yet determined the recipients of any such grants.
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
The following table sets forth information with respect to beneficial ownership of our Ordinary Shares as of March 30, 2016 by:
• Each person who is known by us to beneficially own 5% or more of our outstanding Ordinary Shares;
• Each of our directors and named executive officers; and
• All directors and named executive officers as a group.
The number and percentage of Ordinary Shares beneficially owned before the offering are based on 15,732,795 Ordinary Shares
outstanding as of March 30, 2016. Information with respect to beneficial ownership has been furnished by each director, officer or
beneficial owner of 5% or more of our Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and
generally requires that such person have voting or investment power with respect to securities. In computing the number of Ordinary
Shares beneficially owned by a person listed below and the percentage ownership of such person, Ordinary Shares underlying options,
warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of March 30, 2016 are
deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise
indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and
investment power for all Ordinary Shares shown as beneficially owned by them. Unless otherwise indicated in the footnotes, the address
for each principal shareholder is in the care of our Company at Southeast Industrial Zone, Songmen Town, Wenling, Zhejiang Province,
People’s Republic of China 317511. As of the date of the annual report, we have eight (8) shareholders of record, none of which are
located in the United States. All but Yongjun Guo, Top (HK) Investments and Development Company Limited and Zhirong Hu are subject
to lock-up agreements.
68
Directors and Senior Management:
Guilan Jiang(2)
Xinfu Hu(2)
Gilbert Lee
Jian Cao
Hong (Simon) He
Yau On Johann Tse
Sujuan Zhu(3)
John C. Kunes
All directors and executive officers as a group (six (6) persons)
5% or greater Beneficial Owners:
Qian Hu(2)
Xinzhong Wang
Jinxue Jiang(3)
* Less than 1%
Ordinary Shares beneficially owned(1)
Number
Percent
5,541,668
0
15,705
4,000
4,000
4,000
2,216,667
0
7,770,373
1,108,333
1,108,333
1,108,333
35.2%
-
*
*
*
*
14.1%
-
49.39%
7.0%
7.0%
7.0%
(1) Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the
Ordinary Shares.
(2) Ms. Jiang and Mr. Xinfu Hu are married, and Mr. Qian Hu is their adult son. Ms. Jiang holds her shares through Silver Trillion
Investments Limited, a British Virgin Islands company which she owns and controls and may be deemed to hold beneficial ownership of
such shares. Mr. Qian Hu holds his shares through Zheng Hui Investments Limited, a British Virgin Islands company which he owns and
controls and may be deemed to hold beneficial ownership of such shares.
Mr. Xinfu Hu does not, directly or indirectly, exercise or share voting or investment power of any shares held by Silver Trillion
Investments Limited or Zheng Hui Investments Limited and disclaims beneficial ownership of such shares. Mr. Qian Hu does not,
directly or indirectly, exercise or share voting or investment power of any shares held by Silver Trillion Investments Limited and
disclaims beneficial ownership of such shares. Ms. Jiang does not, directly or indirectly, exercise or share voting or investment power of
any shares held by Zheng Hui Investments Limited and disclaims beneficial ownership of such shares.
(3) Ms. Zhu is the mother of Mr. Jinxue Jiang. Ms. Zhu holds her shares through Celestial Sun Holding Limited, a British Virgin Islands
company and may be deemed to share beneficial ownership of such shares. Mr. Jiang holds his shares through Tengyu International
Limited, a British Virgin Islands company and may be deemed to hold beneficial ownership of such shares.
Ms. Zhu does not, directly or indirectly, exercise or share voting or investment power of any shares held by Tengyu International Limited
and disclaims beneficial ownership of such shares. Mr. Jiang does not, directly or indirectly, exercise or share voting or investment power
of any shares held by Celestial Sun Holding Limited and disclaims beneficial ownership of such shares.
B. Related party transactions
In addition to the executive officer and director arrangements discussed in “Item 6. Directors, Senior Management And Employees,”
below we describe transactions since January 1, 2012, to which we have been a participant, in which the amount involved in the
transactions is material to us or the related party.
Special Plastics; Ms. Guilan Jiang and Mr. Qian Hu
Since the beginning of fiscal 2012, we have had transactions with Special Plastics, a PRC company that was previously 95% owned by
our Chief Operating Officer and Chair, Ms. Guilan Jiang, and 5% owned by Mr. Qian Hu, a shareholder of FGI and Ms. Jiang’s and Mr.
Xinfu Hu’s son. Mr. Qian Hu currently owns 100% of Special Plastics. Special Plastics has established an advanced testing center that has
been certified by China’s National Accreditation Service for Conformity Assessment. Special Plastics mainly provides some pre-delivery
product testing for our products in addition to the testing we conduct ourselves. Special Plastics currently provides these services without
additional charge to us. We estimate that we would pay approximately $10,000 per year for these services if Special Plastics did not
provide such services, and we do not anticipate that we would encounter any difficulty obtaining such services from a third party. None of
Ms. Jiang, Mr. Qian Hu or Special Plastics receives any material benefit from third parties for providing these testing services.
69
Since our products are exported, it is important to ensure that our products conform to standards in the different countries where they
are sold. Special Plastics’ facility is equipped with industry leading testing equipment and experts. The facility includes low-high
temperature test chambers, automatic density apparatus, automatic colorimeter, electronic balance, melt flow rate tester, Charpy impact
strength testing machine and ATP fluorescence detector.
Rental Payments to Special Plastics
During the years ended December 31, 2015 and 2014, we paid Special Plastics $Nil and $94,225, respectively, for rental of a factory
building at 8 Shengpan Road, Guanweitong Village, Wenqiao County.
Repayment of Loans from Special Plastics
During 2012, Special Plastics had a balance due from Great Plastics of $401,168. This amount represented a non-interest bearing
business loan due on demand for Great Plastics’ general business purposes, and has been repaid in full in June 2013.
In addition, during the normal course of business, our Company, from time to time, has temporarily borrowed money from its principal
shareholders or affiliated companies controlled by its major shareholder to finance its working capital as needed. The amounts are usually
unsecured, non-interest bearing and due on demand. As of December 31, 2015 and 2014, the balance due to related parties was $0 and
$38,272, respectively, all of which represented personal loans from Ms. Guilan Jiang to our company and its subsidiaries for ordinary
business purposes. During the years of December 31, 2015 and 2014, the largest amount outstanding regarding the loans that we have
received from Ms. Jiang was $0 and $1,404,998, respectively. As of December 31, 2015, the amount outstanding regarding the loans that
we have received from Ms. Jiang is $Nil.
Future Related Party Transactions
Our Corporate Governance Committee of our board of directors (which consists solely of independent directors) have approved all
related party transactions. All material related party transactions are made or entered into on terms that are no less favorable to use than can
be obtained from unaffiliated third parties.
C. Interests of experts and counsel
Not applicable for annual reports on Form 20-F.
ITEM 8.
FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
Please refer to Item 18.
Legal and Administrative Proceedings
We are currently not a party to any material legal or administrative proceedings and are not aware of any pending or threatened material
legal or administrative proceedings against us. We may from time to time become a party to various legal or administrative proceedings
arising in the ordinary course of our business.
Dividend Policy
We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business.
Therefore, we do not expect to pay cash dividends in the foreseeable future. Any future determination relating to our dividend policy will
be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements,
financial conditions and future prospects and other factors the board of directors may deem relevant. Other than dividends of (i) $9,000
declared by Taizhou Fuling in 2004 and reinvested in Taizhou Fuling as additional paid in capital, (ii) $900,000 declared by Taizhou Fuling
in 2007 and reinvested in Taizhou Fuling as additional paid in capital and (iii) $10,274,848 declared by Taizhou Fuling in 2014, of which
$7,530,000 was reinvested in Taizhou Fuling as additional paid in capital, we have never declared or paid any cash dividends on our
Ordinary Shares. Those dividends were paid in RMB in China. (Most of the portion of the 2014 dividend that was not reinvested consisted
of taxes associated with restructuring the Company.)
Under Cayman Islands law, we may only pay dividends from surplus (the excess, if any, at the time of the determination of the total
assets of our company over the sum of our liabilities, as shown in our books of account, plus our capital), and we must be solvent before
and after the dividend payment in the sense that we will be able to satisfy our liabilities as they become due in the ordinary course of
business; and the realizable value of assets of our company will not be less than the sum of our total liabilities, other than deferred taxes as
shown on our books of account, and our capital.
70
If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of
funds from our BVI subsidiary, Total Faith. Current PRC regulations permit our indirect PRC subsidiaries to pay dividends to Total Faith
only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each
of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until
such reserve reaches 50% of its registered capital. Each of such entity in China is also required to further set aside a portion of its after-tax
profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of
directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in
excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of
liquidation.
In addition, pursuant to the EIT Law and its implementation rules, dividends generated after January 1, 2008 and distributed to us by our
PRC subsidiaries are subject to withholding tax at a rate of 10% unless otherwise exempted or reduced according to treaties or
arrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises
are incorporated.
Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments
and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of the State
Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. Specifically, under the existing
exchange restrictions, without prior approval of SAFE, cash generated from operations in China may be used to pay dividends to our
company. Taizhou Fuling may go to a licensed bank to remit its after-tax profits out of China. Nevertheless, the bank will require Taizhou
Fuling to produce the following documents for verification before it may transfer the dividends to an overseas bank account of Taizhou
Fuling’s parent company: (1) tax payment statement and tax return; (2) auditor’s report issued by a Chinese certified public accounting
firm confirming the availability of profits and dividends for distribution in the current year; (3) the Board minutes authorizing the
distribution of dividends to its shareholders; (4) the foreign exchange registration certificate issued by SAFE; (5) the capital verification
report issued by a Chinese certified public accounting firm; (6) if the declared dividends will be distributed out of accumulated profits
earned in prior years, Taizhou Fuling must appoint a Chinese certified public accounting firm to issue an auditors’ report to the bank to
certify Taizhou Fuling’s financial position during the years from which the profits arose; and (7) other information as required by SAFE.
B. Significant Changes
We have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual
report.
Item 9.
The Offer and Listing
A. Offer and listing details
Our Ordinary Shares have been listed on the Nasdaq Capital Market since November 4, 2015 under the symbol “FORK.” The table
below shows, for the periods indicated, the high and low market prices for our shares.
Yearly:
2015 (from November 4, 2015)
Quarterly:
Fourth quarter 2015 (from November 4, 2015)
First quarter 2016 (through March 24, 2016)
Monthly:
November 2015 (from November 4, 2015)
December 2015
January 2016
February 2016
March 2016 (through March 24, 2016)
Market Price Per Share
High
Low
$
5.27
$
$
$
$
$
$
5.27
3.45
5.27
4.05
3.10
3.45
2.89
2.24
2.24
2.31
2.63
2.24
2.35
2.50
2.31
B. Plan of distribution
Not applicable for annual reports on Form 20-F.
C. Markets
Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “FORK.”
D. Selling shareholders
Not applicable for annual reports on Form 20-F.
E. Dilution
Not applicable for annual reports on Form 20-F.
F. Expenses of the issue
Not applicable for annual reports on Form 20-F.
Item 10.
Additional Information
A. Share capital
Not applicable for annual reports on Form 20-F.
B. Memorandum and articles of association
The information required by this item is incorporated by reference to the material headed “Description of Share Capital” in our
Registration Statement on Form F-1, File no. 333-205894, filed with the SEC on July 28, 2015, as amended.
C. Material contracts
We have not entered into any material contracts other than in the ordinary course of business and otherwise described elsewhere in this
annual report.
D. Exchange controls
Foreign Currency Exchange
The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations. Under
the PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign
exchange transactions, may be made in foreign currencies without prior approval from SAFE by complying with certain procedural
requirements. By contrast, approval from or registration with 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 foreign currency-denominated loans or
foreign currency is to be remitted into China under the capital account, such as a capital increase or foreign currency loans to our PRC
subsidiaries.
In August 2008, SAFE issued the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the
Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142, regulating the conversion by
a foreign-invested enterprise of foreign currency-registered capital into RMB by restricting how the converted RMB may be used. In
addition, SAFE promulgated Circular 45 on November 9, 2011 in order to clarify the application of SAFE Circular 142. Under SAFE
Circular 142 and Circular 45, the RMB capital converted from foreign currency registered capital of a foreign-invested enterprise may only
be used for purposes within the business scope approved by the applicable government authority and may not be used for equity
investments within the PRC. In addition, SAFE strengthened its oversight of the flow and use of the RMB capital converted from foreign
currency registered capital of foreign-invested enterprises. The use of such RMB capital may not be changed without SAFE’s approval, and
such RMB capital may not in any case be used to repay RMB loans if the proceeds of such loans have not been used.
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In November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on
Foreign Direct Investment, which substantially amends and simplifies the current foreign exchange procedure. Pursuant to this circular, the
opening of various special purpose foreign exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital
accounts and guarantee accounts, the reinvestment of RMB proceeds by foreign investors in the PRC, and remittance of foreign exchange
profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and
multiple capital accounts for the same entity may be opened in different provinces, which was not possible previously. In addition, SAFE
promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct
Investment by Foreign Investors and the Supporting Documents in May 2013, which specifies that the administration by SAFE or its local
branches over direct investment by foreign investors in the PRC shall be conducted by way of registration and banks shall process foreign
exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches.
We typically do not need to use our offshore foreign currency to fund our PRC operations. In the event we need to do so, we will apply
to obtain the relevant approvals of SAFE and other PRC government authorities as necessary.
SAFE Circular 75
Under the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Financing and Roundtrip
Investment Through Offshore Special Purpose Vehicles, or SAFE Circular 75, issued by SAFE on October 21, 2005 and its implementation
rules, a PRC resident (whether a natural or legal person) is required to complete an initial registration with its local SAFE branch before
incorporating or acquiring control of an offshore special purpose vehicle, or SPV, with assets or equity interests in a PRC company, for the
purpose of offshore equity financing. The PRC resident is also required to amend the registration or make a filing upon (1) the injection of
any assets or equity interests in an onshore company or undertaking of offshore financing, or (2) the occurrence of a material change that
may affect the capital structure of a SPV. SAFE also subsequently issued various guidance and rules regarding the implementation of SAFE
Circular 75, which imposed obligations on PRC subsidiaries of offshore companies to coordinate with and supervise any PRC-resident
beneficial owners of offshore entities in relation to the SAFE registration process.
Regulation of Dividend Distribution
The principal laws, rules and regulations governing dividend distribution by foreign-invested enterprises in the PRC are the Company
Law of the PRC, as amended, the Wholly Foreign-owned Enterprise Law and its implementation regulations and the Equity Joint Venture
Law and its implementation regulations. Under these laws, rules and regulations, foreign-invested enterprises may pay dividends only out of
their accumulated profit, if any, as determined in accordance with PRC accounting standards and regulations. Both PRC domestic
companies and wholly-foreign owned PRC enterprises are required to set aside as general reserves at least 10% of their after-tax profit,
until the cumulative amount of such reserves reaches 50% of their registered capital. A PRC company is not permitted to distribute any
profits until any losses from prior fiscal years have been offset. Profits retained from prior fiscal years may be distributed together with
distributable profits from the current fiscal year.
E. Taxation
The following sets forth the material Cayman Islands, Chinese and U.S. federal income tax consequences related to an investment in
our Ordinary Shares. It is directed to U.S. Holders (as defined below) of our Ordinary Shares and is based upon laws and relevant
interpretations thereof in effect as of the date of this annual report, all of which are subject to change. This description does not deal with all
possible tax consequences relating to an investment in our Ordinary Shares, such as the tax consequences under state, local and other tax
laws.
The following brief description applies only to U.S. Holders (defined below) that hold Ordinary Shares as capital assets and that have
the U.S. dollar as their functional currency. This brief description is based on the tax laws of the United States in effect as of the date of this
annual report and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this annual report, as well as judicial
and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which
change could apply retroactively and could affect the tax consequences described below.
The brief description below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are a beneficial
owner of shares and you are, for U.S. federal income tax purposes,
•
an individual who is a citizen or resident of the United States;
72
•
•
•
a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United
States, any state thereof or the District of Columbia;
an estate whose income is subject to U.S. federal income taxation regardless of its source; or
a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for
all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
WE URGE POTENTIAL PURCHASERS OF OUR SHARES TO CONSULT THEIR OWN TAX
ADVISORS CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX
CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR SHARES.
People’s Republic of China Enterprise Taxation
The following brief description of Chinese enterprise laws is designed to highlight the enterprise-level taxation on our earnings, which
will affect the amount of dividends, if any, we are ultimately able to pay to our shareholders. See “Dividend Policy.”
We are a holding company incorporated in the Cayman Islands and we gain substantial income by way of dividends paid to us from our
PRC subsidiaries. The EIT Law and its implementation rules provide that China-sourced income of foreign enterprises, such as dividends
paid by a PRC subsidiary to its equity holders that are non-resident enterprises, will normally be subject to PRC withholding tax at a rate of
10%, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a preferential tax rate or a
tax exemption.
Under the EIT Law, an enterprise established outside of China with a “de facto management body” within China is considered a
“resident enterprise,” which means that it is treated in a manner similar to a Chinese enterprise for enterprise income tax purposes.
Although the implementation rules of the EIT Law define “de facto management body” as a managing body that actually, comprehensively
manage and control the production and operation, staff, accounting, property and other aspects of an enterprise, the only official guidance
for this definition currently available is set forth in SAT Notice 82, which provides guidance on the determination of the tax residence status
of a Chinese-controlled offshore incorporated enterprise, defined as an enterprise that is incorporated under the laws of a foreign country or
territory and that has a PRC enterprise or enterprise group as its primary controlling shareholder. Although FGI does not have a PRC
enterprise or enterprise group as our primary controlling shareholder and is therefore not a Chinese-controlled offshore incorporated
enterprise within the meaning of SAT Notice 82, in the absence of guidance specifically applicable to us, we have applied the guidance set
forth in SAT Notice 82 to evaluate the tax residence status of FGI and its subsidiaries organized outside the PRC.
According to SAT Notice 82, a Chinese-controlled offshore incorporated enterprise will be regarded as a PRC tax resident by virtue of
having a “de facto management body” in China and will be subject to PRC enterprise income tax on its worldwide income only if all of the
following criteria are met: (i) the places where senior management and senior management departments that are responsible for daily
production, operation and management of the enterprise perform their duties are mainly located within the territory of China; (ii) financial
decisions (such as money borrowing, lending, financing and financial risk management) and personnel decisions (such as appointment,
dismissal and salary and wages) are decided or need to be decided by organizations or persons located within the territory of China; (iii)
main property, accounting books, corporate seal, the board of directors and files of the minutes of shareholders’ meetings of the enterprise
are located or preserved within the territory of China; and (iv) one half (or more) of the directors or senior management staff having the
right to vote habitually reside within the territory of China.
We believe that we do not meet some of the conditions outlined in the immediately preceding paragraph. For example, as a holding
company, the key assets and records of FGI, including the resolutions and meeting minutes of our board of directors and the resolutions and
meeting minutes of our shareholders, are located and maintained outside the PRC. In addition, we are not aware of any offshore holding
companies with a corporate structure similar to ours that has been deemed a PRC “resident enterprise” by the PRC tax authorities.
Accordingly, we believe that FGI and its offshore subsidiaries should not be treated as a “resident enterprise” for PRC tax purposes if the
criteria for “de facto management body” as set forth in SAT Notice 82 were deemed applicable to us. However, as the tax residency status
of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term
“de facto management body” as applicable to our offshore entities, we will continue to monitor our tax status.
The implementation rules of the EIT Law provide that, (i) if the enterprise that distributes dividends is domiciled in the PRC or (ii) if
gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or gains are treated as China-
sourced income. It is not clear how “domicile” may be interpreted under the EIT Law, and it may be interpreted as the jurisdiction where
the enterprise is a tax resident. Therefore, if we are considered as a PRC tax resident enterprise for PRC tax purposes, any dividends we pay
to our overseas shareholders which are non-resident enterprises as well as gains realized by such shareholders from the transfer of our
shares may be regarded as China-sourced income and as a result become subject to PRC withholding tax at a rate of up to 10%.
73
See “Risk Factors — Risks Related to Doing Business in China — Under the Enterprise Income Tax Law, we may be classified as a
“Resident Enterprise” of China.”
Our company pays a 17% value added tax and EIT rates of 15% for Taizhou Fuling (or $993,103.61 in 2014) because it has been
certified as a high technology company and thus enjoys a preferable rate. Great Plastics pays EIT tax at the standard 25% rate (or $72,414.8
in 2014). If Taizhou Fuling’s favorable EIT rate were to be terminated or Taizhou Fuling were to fail to qualify to receive this rate, it would
be subject to taxation at the standard EIT rate of 25% for enterprise income taxes, unless we were otherwise to qualify for a decreased tax
rate.
Any gain or loss recognized by you generally will be treated as United States source gain or loss. However, if we are treated as a PRC
resident enterprise for PRC tax purposes and PRC tax were imposed on any gain, and if you are eligible for the benefits of the tax treaty
between the United States and PRC, you may elect to treat such gain as PRC source gain under such treaty and, accordingly, you may be
able to credit the PRC tax against your United States federal income tax liability.
Cayman Islands Taxation
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there
is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to our company levied by the
Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought
within the jurisdiction of the Cayman Islands. The Cayman Islands is not a party to any double tax treaties. There are no exchange control
regulations or currency restrictions in the Cayman Islands.
The following does not address the tax consequences to any particular investor or to persons in special tax situations such as:
United States Federal Income Taxation
•
•
•
•
•
•
•
banks;
financial institutions;
insurance companies;
regulated investment companies;
real estate investment trusts;
broker-dealers;
traders that elect to mark-to-market;
• U.S. expatriates;
•
•
•
•
•
•
tax-exempt entities;
persons liable for alternative minimum tax;
persons holding our Ordinary Shares as part of a straddle, hedging, conversion or integrated transaction;
persons that actually or constructively own 10% or more of our voting shares;
persons who acquired our Ordinary Shares pursuant to the exercise of any employee share option or otherwise as consideration; or
persons holding our Ordinary Shares through partnerships or other pass-through entities.
Prospective purchasers are urged to consult their own tax advisors about the application of the U.S. Federal tax rules to their particular
circumstances as well as the state, local, foreign and other tax consequences to them of the purchase, ownership and disposition of our
Ordinary Shares.
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Taxation of Dividends and Other Distributions on our Ordinary Shares
Subject to the passive foreign investment company rules discussed below, the gross amount of distributions made by us to you with
respect to the Ordinary Shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as
dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings
and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be
eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.
With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate
applicable to qualified dividend income, provided that (1) the Ordinary Shares are readily tradable on an established securities market in the
United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an
exchange of information program, (2) we are not a passive foreign investment company (as discussed below) for either our taxable year in
which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. Under U.S. Internal Revenue
Service authority, Ordinary Shares are considered for purpose of clause (1) above to be readily tradable on an established securities market
in the United States if they are listed on the Nasdaq Capital Market. You are urged to consult your tax advisors regarding the availability of
the lower rate for dividends paid with respect to our Ordinary Shares, including the effects of any change in law after the date of this annual
report.
Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified
dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit
limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally
applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income.
For this purpose, dividends distributed by us with respect to our Ordinary Shares will constitute “passive category income” but could, in the
case of certain U.S. Holders, constitute “general category income.”
To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S.
federal income tax principles), it will be treated first as a tax-free return of your tax basis in your Ordinary Shares, and to the extent the
amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and
profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even
if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.
Taxation of Dispositions of Ordinary Shares
Subject to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange
or other taxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis
(in U.S. dollars) in the Ordinary Shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an
individual U.S. Holder, who has held the Ordinary Shares for more than one year, you will be eligible for (a) reduced tax rates of 0% (for
individuals in the 10% or 15% tax brackets), (b) higher tax rates of 20% (for individuals in the 39.6% tax bracket) or (c) 15% for all other
individuals. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as
United States source income or loss for foreign tax credit limitation purposes.
Passive Foreign Investment Company
Based on our current and anticipated operations and the composition of our assets, we do not expect to be a passive foreign investment
company, or PFIC, for U.S. federal income tax purposes for our current taxable year ending December 31, 2015. Our actual PFIC status for
the current taxable year ending December 31, 2015 will not be determinable until the close of such taxable year and, accordingly, there is
no guarantee that we will not be a PFIC for the current taxable year. Because PFIC status is a factual determination for each taxable year
which cannot be made until the close of the taxable year. A non-U.S. corporation is considered a PFIC for any taxable year if either:
•
•
at least 75% of its gross income is passive income; or
at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to
assets that produce or are held for the production of passive income (the “asset test”).
We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other
corporation in which we own, directly or indirectly, at least 25% (by value) of the stock.
We must make a separate determination each year as to whether we are a PFIC. As a result, our PFIC status may change from no to yes.
In particular, because the value of our assets for purposes of the asset test will generally be determined based on the market price of our
Ordinary Shares, our PFIC status will depend in large part on the market price of our Ordinary Shares. Accordingly, fluctuations in the
market price of the Ordinary Shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty
in several respects and the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raised in
our initial public offering. If we are a PFIC for any year during which you hold Ordinary Shares, we will continue to be treated as a PFIC
for all succeeding years during which you hold Ordinary Shares. However, if we cease to be a PFIC, you may avoid some of the adverse
effects of the PFIC regime by making a “deemed sale” election with respect to the Ordinary Shares.
75
If we are a PFIC for any taxable year during which you hold Ordinary Shares, you will be subject to special tax rules with respect to any
“excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the Ordinary Shares,
unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of
the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the
Ordinary Shares will be treated as an excess distribution. Under these special tax rules:
•
•
•
the excess distribution or gain will be allocated ratably over your holding period for the Ordinary Shares;
the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be
treated as ordinary income, and
the amount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge generally
applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.
The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net
operating losses for such years, and gains (but not losses) realized on the sale of the Ordinary Shares cannot be treated as capital, even if
you hold the Ordinary Shares as capital assets.
A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock to elect out of
the tax treatment discussed above. If you make a mark-to-market election for the Ordinary Shares, you will include in income each year an
amount equal to the excess, if any, of the fair market value of the Ordinary Shares as of the close of your taxable year over your adjusted
basis in such Ordinary Shares. You are allowed a deduction for the excess, if any, of the adjusted basis of the Ordinary Shares over their
fair market value as of the close of the taxable year. However, deductions are allowable only to the extent of any net mark-to-market gains
on the Ordinary Shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election,
as well as gain on the actual sale or other disposition of the Ordinary Shares, are treated as ordinary income. Ordinary loss treatment also
applies to the deductible portion of any mark-to-market loss on the Ordinary Shares, as well as to any loss realized on the actual sale or
disposition of the Ordinary Shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously
included for such Ordinary Shares. Your basis in the Ordinary Shares will be adjusted to reflect any such income or loss amounts. If you
make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to
distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed above under “— Taxation of
Dividends and Other Distributions on our Ordinary Shares” generally would not apply.
The mark-to-market election is available only for “marketable stock”, which is stock that is traded in other than de minimis quantities
on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S.
Treasury regulations), including the Nasdaq Capital Market. If the Ordinary Shares are regularly traded on the Nasdaq Capital Market and
if you are a holder of Ordinary Shares, the mark-to-market election would be available to you were we to be or become a PFIC.
Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election with respect to such PFIC to elect out of
the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally
include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year.
However, the qualified electing fund election is available only if such PFIC provides such U.S. Holder with certain information regarding
its earnings and profits as required under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide the
information that would enable you to make a qualified electing fund election. If you hold Ordinary Shares in any year in which we are a
PFIC, you will be required to file U.S. Internal Revenue Service Form 8621 regarding distributions received on the Ordinary Shares and
any gain realized on the disposition of the Ordinary Shares.
You are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our Ordinary Shares and
the elections discussed above.
Information Reporting and Backup Withholding
Dividend payments with respect to our Ordinary Shares and proceeds from the sale, exchange or redemption of our Ordinary Shares
may be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding at a current rate of
28%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any
other required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S.
Holders who are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service Form
W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup
withholding rules.
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Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal
income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the
appropriate claim for refund with the U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold
taxes for individual shareholders.
Under the Hiring Incentives to Restore Employment Act of 2010, certain United States Holders are required to report information
relating to ordinary shares, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by certain
financial institutions), by attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with
their tax return for each year in which they hold ordinary shares. U.S. Holders are urged to consult their tax advisors regarding the
application of the U.S. information reporting and backup withholding rules.
F. Dividends and paying agents
Not applicable for annual reports on Form 20-F.
G. Statement by experts
Not applicable for annual reports on Form 20-F.
H. Documents on display
We are subject to the information requirements of the Exchange Act. In accordance with these requirements, the Company files reports
and other information with the SEC. You may read and copy any materials filed with the SEC at the Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains a web site at http://www.sec.gov that contains reports and other information regarding
registrants that file electronically with the SEC.
I. Subsidiary Information
Not applicable.
Item 11.
Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
Our exposure to interest rate risk primarily relates to excess cash invested in short-term instruments with original maturities of less than
a year and long-term held-to-maturity securities with maturities of greater than a year. Investments in both fixed rate and floating rate
interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted
due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these
factors, our future investment income may fall short of expectations due to changes in interest rates, or we may suffer losses in principal if
we have to sell securities that have declined in market value due to changes in interest rates. We have not been, and do not expect to be,
exposed to material interest rate risks, and therefore have not used any derivative financial instruments to manage our interest risk exposure.
In 2015 and 2014, we had $23.4 million and $19.8 million weighted outstanding bank loans, with weighted average effective interest
rate of 4.77% and 5.67% respectively.
As of December 31, 2015, if interest rates increased/decreased by 1%, with all other variables having remained constant, and assuming
the amount of bank borrowings outstanding at the end of the year was outstanding for the entire year, profit attributable to equity owners of
our company would have been RMB 1.46 million ($234,000) lower/higher, respectively, mainly as a result of higher/lower interest income
from our cash and cash equivalents and loan receivables.
As of December 31, 2015, we had short-term certificates of deposit of $3.2 million.
77
Foreign Exchange Risk
Our functional currency is the RMB, and our financial statements are presented in U.S. dollar. The RMB depreciated by 0.6% in 2014
and 1.4% in 2015. The change in the value of RMB relative to the U.S. dollar may affect our financial results reported in the U.S., dollar
terms without giving effect to any underlying change in our business or results of operation.
Currently, our assets, liabilities, revenues and costs are denominated in RMB and in U.S. dollars, and our offering proceeds will be
denominated in U.S. dollars. Our exposure to foreign exchange risk will primarily relate to those financial assets denominated in U.S.
dollars. Any significant revaluation of RMB against U.S. dollar may materially affect our earnings and financial position, and the value of,
and any dividends payable on, our Ordinary Shares in U.S. dollars in the future. See “Risk Factors — Risks Related to Doing Business in
China — Fluctuations in exchange rates could adversely affect our business and the value of our securities.”
Commodity Risk
As a developer and manufacturer of plastic products, our Company is exposed to the risk of an increase in the price of raw materials.
We historically have been able to pass on price increases to customers by virtue of pricing terms that vary with changes in resin prices, but
we have not entered into any contract to hedge any specific commodity risk. Moreover, our Company does not purchase or trade on
commodity instruments or positions; instead, it purchases commodities for use.
Item 12.
Description of Securities Other than Equity Securities
With the exception of Items 12.D.3 and 12.D.4, this Item 12 is not applicable for annual reports on Form 20-F. As to Items 12.D.3 and
12.D.4, this Item 12 is not applicable, as the Company does not have any American Depositary Shares.
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Item 13. Defaults, Dividend Arrearages and Delinquencies
PART II
We do not have any material defaults in the payment of principal, interest, or any installments under a sinking or purchase fund.
Item 14. Material Modifications to the Rights of Securities Holders and Use of Proceeds
Material Modifications to the Rights of Security Holders
The information required here is incorporated by reference to the material headed "Description of Share Capital-Ordinary Shares" in
our Registration Statement on Form F-1, File No. 333-205894, filed with the SEC on July 28, 2015, as amended.
Use of Proceeds
The following “Use of Proceeds” information relates to the registration statement on Form F-1, as amended (File Number: 333-
205894) in relation to our initial public offering of 4,000,000 of our Ordinary Shares, and the underwriters’ exercise of their option to
purchase from us an additional 38,423 Ordinary Shares, at an initial offering price of US $5.00 per share. Our initial public offering closed
in November 2015. Burnham Securities, Inc. and Network 1 Financial Securities, Inc. were the underwriters for our initial public offering.
We received net proceeds of approximately $18.59 million from our initial public offering. We have disbursed $10.52 million of the
IPO proceeds to increase the registered capital of Taizhou Fuling from $11.11 million to $21.63 million through Total Faith. We intend to
use these proceeds from our initial public offering, as disclosed in our registration statements on Form F-1, for investment in our new
factory in Wenling and our R&D for process automation. Regarding our new factory in Wenling, we have spent approximately $77,000 on
site inspection and approximately $154,000 on construction design.
We are also investing approximately $7.80 million of the IPO proceeds in our business in the United States. Currently our Allentown
factory has six straw production lines in operation. The Allentown factory is installing an additional six 6 straw production lines at a total
cost of about $610,000. The six new straw production lines will double the factory’s capacity to 2,400 tons per year. Our Allentown
factory is also installing and testing two automated packaging machines. If these straw packaging machines prove successful, it will
purchase and install another four. The cost of these auto-packers is $30,000 each. In addition, the Allentown factory is in the process of
designing and installing the raw material storage and feeding system that includes 10 silos. This system will cost about $500,000 and will
substantially improve the factory’s efficiency and save warehouse space.
Item 15. Controls and Procedures
(a)
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) that are designed to ensure that information required to be disclosed in our reports that we file or submit under the Security Exchange
Act of 1934 is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and is
accumulated and communicated to our management, including our principal executive and principal financial officers, or persons
performing similar functions, as appropriate, to allow for timely decisions regarding 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 is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.
As of December 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 December
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.
(b)
Management’s annual report on internal control over financial reporting.
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Based
on the assessment, management determined that, as of December 31, 2015, we did not maintain effective internal control over financial
reporting due to the existence of the following material weaknesses:
Accounting and Finance Personnel Weaknesses - Management concluded that in light of the inexperience of our accounting staff with
respect to the requirements of U.S. GAAP-based reporting and SEC rules and regulations, we did not maintain effective controls and did not
implement adequate and proper supervisory review to ensure that significant internal control deficiencies can be detected or prevented.
Management’s assessment of the control deficiency over accounting and finance personnel as of December 31, 2015 considered the
factors, including:
•
•
the number of adjustments proposed by our independent auditors during our interim review and annual audit processes;
the significance of the audit adjustments’ impact on the overall financial statements.
During the year ended December 31, 2015, we hired an outside financial consultant to help us prepare financial statements and related
disclosures in compliance with U.S. GAAP. In addition, we have hired additional accounting staff to help us prepare supporting accounting
documentation and information. The newly appointed U.S. based Chief Financial Officer will oversee the entire accounting function and
the newly formed audit committee will continue monitoring the progress of control remediation. 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 December 31, 2016, although there can be no assurance that compliance will be achieved in this time
frame.
(c)
Attestation report of the registered public accounting firm.
Not applicable.
(d)
Changes in internal control over financial reporting.
There have been no changes in our internal controls over financial reporting occurred during the twelve months ended December 31,
2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Item 15T. Controls and Procedures
Not applicable.
Item 16. [Reserved]
Item 16A. Audit Committee Financial Expert
The Company’s board of directors has determined that Mr. Hong (Simon) He qualifies as an “audit committee financial expert” in
accordance with applicable Nasdaq Capital Market standards. The Company’s board of directors has also determined that Mr. He and the
other members of the Audit Committee are all “independent” in accordance with the applicable Nasdaq Capital Market standards.
Item 16B. Code of Ethics
The Company has adopted a Code of Business Conduct and Ethics that applies to the Company’s directors, officers, employees and
advisors. The Code of Ethics is attached it as an exhibit to this annual report. We have also posted a copy of our code of business conduct
and ethics on our website at http://ir.fulingglobal.com/.
Item 16C. Principal Accountant Fees and Services
Friedman LLP was appointed by the Company to serve as its independent registered public accounting firm for fiscal 2015. Audit
services provided by Friedman LLP for fiscal 2015 included the examination of the consolidated financial statements of the Company; and
services related to periodic filings made with the SEC.
Fees Paid To Independent Registered Public Accounting Firm
Audit Fees
During fiscal 2015 and 2014, Friedman LLP’s fees for the annual audit of our financial statements and the quarterly reviews of the
financial statements were $211,000 and $250,000, respectively.
Audit-Related Fees
The Company has not paid Friedman LLP for audit-related services in fiscal 2015 and 2014.
Tax Fees
The Company has not paid Friedman LLP for tax services in fiscal 2015 and 2014.
All Other Fees
The Company has not paid Friedman LLP for any other services in fiscal 2015 and 2014.
Audit Committee Pre-Approval Policies
Before Friedman LLP was engaged by the Company to render audit or non-audit services, the engagement was approved by the
Company’s audit committee. All services rendered by Friedman LLP have been so approved.
Percentage of Hours
The percentage of hours expended on the principal accountants’ engagement to audit our consolidated financial statements for 2015
that were attributed to work performed by persons other than Friedman LLP’s full-time permanent employees was less than 50%.
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
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Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Neither the Company nor any affiliated purchaser has purchased any shares or other units of any class of the Company’s equity
securities registered by the Company pursuant to Section 12 of the Securities Exchange Act during the fiscal year ended December 31,
2015.
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
We are incorporated in the Cayman Islands and our corporate governance practices are governed by applicable Cayman Islands law.
In addition, because our ordinary shares are listed on The Nasdaq Capital Market, we are subject to Nasdaq’s corporate governance
requirements.
As noted above in the risk factor titled “As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq
corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of
independent directors. If we opt to rely on such exemptions in the future, such decision might afford less protection to holders of our
ordinary shares”, The Nasdaq Capital Market allows foreign private issuers like our Company to opt to follow rules that apply in the
issuer’s home country instead of a given Nasdaq rule. For example, there are circumstances in which Nasdaq requires a company to obtain
Nasdaq-listed companies to get shareholder approval prior to issuing stock, but a foreign private issuer may not need such shareholder
approval if their home country does not require it. While we may determine in the future that the home country rules in the Cayman Islands
position us to operate more efficiently than equivalent Nasdaq rules, we have agreed not to rely on any home country rules during the
period of two years after the completion of our initial public offering (“Voluntary Reporting Period”). As a result, during the Voluntary
Reporting Period, we are bound by all of the same Nasdaq rules that a U.S. domestic company listed on The Nasdaq Capital Market would
be required to follow.
Item 16H. Mine Safety Disclosure
Not applicable.
81
PART III
Item 17. Financial Statements
See Item 18.
Item 18. Financial Statements
Our consolidated financial statements are included at the end of this annual report, beginning with page F-1.
Item 19. Exhibits
Exhibit No.
Description of Exhibit
1.1(1)
2.1(2)
4.1(2)
8.1(2)
11.1
12.1
12.2
13.1
13.2
15.1
Form of Amended and Restated Memorandum and Articles of Association of the Registrant as currently in effect
Registrant's Form of Ordinary Share Certificate
Registrant’s Incentive Securities Plan
List of Subsidiaries of the Registrant
Code of Business Conduct and Ethics
Certification of Chief Executive Officer Required by Rule 13a-14(a)
Certification of Chief Financial Officer Required by Rule 13a-14(a)
Certification of Chief Executive Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the
United States Code
Certification of Chief Financial Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the
United States Code
Press release dated March 30, 2016 titled “Fuling Global Inc. Announces Full Year 2015 Financial Results”
101.INS
XBRL Instance Document.
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
(1) Incorporate by reference to Form F-1 filed on October 20, 2015 (Accession No.: 0001144204-15-060148)
(2) Incorporate by reference to Form F-1 filed on October 2, 2015(Accession No.: 0001144204-15-057750)
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The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.
SIGNATURES
Date: March 30, 2016
Fuling Global Inc.
By:
/s/ Xinfu Hu
Name: Xinfu Hu
Title: Chief Executive Officer
83
FULING GLOBAL INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
F-1
FULING GLOBAL INC. AND SUBSIDIARIES
TABLE OF CONTENTS
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2015 and 2014
Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2015 and 2014
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2015 and 2014
Consolidated Statements of Cash Flows for the Years ended December 31, 2015 and 2014
F-3
F-4
F-5
F-6
F-7
Notes to Consolidated Financial Statements
F-8 – F-28
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Shareholders of Fuling Global Inc.:
We have audited the accompanying consolidated balance sheets of Fuling Global Inc. and subsidiaries (the “Company”) as of December
31, 2015 and 2014, and the related consolidated statements of income and comprehensive income, changes in shareholders’ equity and cash
flows for each of the two years in the period ended December 31, 2015. The Company’s management is responsible for these consolidated
financial statements. Our responsibility is to express an opinion on these 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 audits to obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the two years in the period
ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America.
/s/ Friedman LLP
New York, NY
March 30, 2016
F-3
FULING GLOBAL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
Current Assets:
Cash and cash equivalents
Restricted cash
Certificates of deposit
Accounts receivable, net
Advances to supplier, net
Inventories, net
Prepaid expenses and other current assets
Total Current Assets
Property, plant and equipment, net
Intangible assets, net
Other non-current assets
Deferred tax assets
Total Assets
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Short term borrowings
Bank notes payable
Advances from customers
Accounts payable
Accrued and other liabilities
Taxes payable
Loan from third parties
Due to related parties
Total Current Liabilities
Total Liabilities
Commitments and contingencies
Shareholders' Equity
Common stock: $0.001 par value, 70,000,000 shares authorized, 15,732,795 and 11,666,667 shares
issued and outstanding as of December 31, 2015 and December 31, 2014
Additional paid in capital
Statutory reserve
Retained earnings
Accumulated other comprehensive income
Total Fuling Global Inc.'s equity
Noncontrolling interest
Total Shareholders' Equity
Total Liabilities and Shareholders' Equity
December 31, December 31,
2015
2014
$
$
$
15,573,554 $
2,129,162
3,186,892
14,725,030
312,328
13,493,685
425,477
49,846,128
21,556,866
1,778,264
2,228,900
319,252
75,729,410 $
1,399,714
2,348,170
1,352,716
13,018,702
739,002
14,935,076
906,705
34,700,085
20,517,240
1,650,037
356,425
-
57,223,787
15,264,827 $
2,839,783
597,226
10,972,851
1,808,135
743,147
184,851
-
32,410,820
19,524,207
3,244,333
695,873
14,194,154
1,316,921
560,253
195,249
38,273
39,769,263
32,410,820
39,769,263
15,733
29,722,127
2,868,844
10,182,213
392,450
43,181,367
11,667
11,108,133
1,862,365
3,147,151
1,094,617
17,223,933
137,223
43,318,590
230,591
17,454,524
$
75,729,410 $
57,223,787
The accompanying notes are an integral part of these consolidated financial statements.
F-4
FULING GLOBAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
Revenues
Cost of goods sold
Gross Profit
Operating Expenses
Selling expenses
General and administrative expenses
Research and development expenses
Total operating expenses
Income from Operations
Other Income (Expense):
Interest income
Interest expense
Subsidy income
Foreign currency transaction gain
Other income (expense), net
Total other income (expense), net
Income Before Income Taxes
Provision for Income Taxes
Net Income
Less: net (loss) income attributable to noncontrolling interest
Net income attributable to Fuling Global Inc.
Other Comprehensive Income
Foreign currency translation loss
Comprehensive Income
Earnings per share
Basic and diluted
Weighted average number of shares
Basic and diluted
Cash dividends per share
Basic and diluted
For the Years Ended December 31,
2015
2014
$
91,293,675 $
67,646,107
23,647,568
83,181,113
61,103,936
22,077,177
6,436,821
6,149,411
2,091,513
14,677,745
6,064,466
3,879,615
2,484,566
12,428,647
8,969,823
9,648,530
53,019
(1,115,633)
901,852
476,576
104,942
420,756
41,448
(1,197,986)
597,122
36,163
(28,336)
(551,589)
9,390,579
9,096,941
1,442,406
1,368,798
$
7,948,173 $
7,728,143
(93,368)
241,975
8,041,541
7,486,168
(702,167)
7,339,374 $
(164,781)
7,321,387
0.65 $
0.64
12,335,072
11,666,667
- $
0.88
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
F-5
Balance at December 31,
2013
Capital contribution
Net income
Appropriations to
statutory reserve
Dividend declared and
paid
Foreign currency
translation loss
Balance at December 31,
2014
Issuance of ordinary
shares upon Initial
Public Offering
(“IPO”), net of offering
costs of $1,597,143
Stock based
compensation
Net income
Appropriations to
statutory reserve
Foreign currency
translation loss
Balance at December 31,
2015
FULING GLOBAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014
Common Stock
Additional
Statutory Retained Accumulated Other
Shares
Amount Paid in Capital Reserve Earnings Comprehensive Income
Noncontrolling
Interest
Total
Equity
11,666,667 $
11,667 $
3,578,133 $ 1,108,393 $ 6,689,803 $
1,259,398 $
(11,384) $ 12,636,010
-
-
-
-
-
-
-
-
-
-
7,530,000
-
-
-
-
7,486,168
-
753,972
(753,972)
- (10,274,848)
-
-
-
-
-
-
-
241,975
7,530,000
7,728,143
-
-
- (10,274,848)
-
-
(164,781)
-
(164,781)
11,666,667 $
11,667 $
11,108,133 $ 1,862,365 $ 3,147,151 $
1,094,617 $
230,591 $ 17,454,524
4,038,423
4,038
18,590,934
27,705
-
-
-
28
-
-
-
23,060
-
-
-
-
-
-
8,041,541
- 1,006,479
(1,006,479)
-
-
-
-
- 18,594,972
-
(93,368)
23,088
7,948,173
-
-
-
-
-
(702,167)
-
(702,167)
15,732,795 $
15,733 $
29,722,127 $ 2,868,844 $ 10,182,213 $
392,450 $
137,223 $ 43,318,590
The accompanying notes are an integral part of these consolidated financial statements.
F-6
FULING GLOBAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
For the Years Ended December 31,
2015
2014
$
7,948,173 $
7,728,143
Stock based compensation
Deferred tax expense (benefit)
Depreciation and amortization
Bad debt provisions
Gain on disposal of fixed assets
Changes in operating assets:
Accounts receivable
Advances to suppliers
Inventories
Other assets
Changes in operating liabilities:
Accounts payable
Advance from customers
Taxes payable
Accrued and other liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment
Proceeds from disposal of property and equipment
Cash invested in certificates of deposit
Advance payments on equipment purchase
Purchase of intangible assets
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Proceeds from bank notes payable
Repayments of bank notes payable
Repayments of loans from related parties
Change of restricted cash
Proceeds from issuance of shares/capital contribution
Dividends paid to shareholders
Net cash provided by (used in) financing activities
EFFECT OF EXCHANGE RATES CHANGES ON CASH
23,088
(319,252)
2,681,293
36,938
-
(2,224,191)
364,925
1,184,796
95,350
(2,737,576)
(66,731)
425,412
548,382
7,960,607
(5,471,455)
-
(1,986,668)
(1,047,526)
(264,577)
(8,770,226)
-
155,705
1,707,496
33,252
37,466
(4,378,994)
30,592
(2,733,597)
(255,284)
1,728,498
262,743
605,132
468,916
5,390,068
(4,734,094)
73,508
(1,352,782)
-
-
(6,013,368)
42,684,057
(46,039,616)
5,318,470
(5,560,034)
(37,764)
97,928
18,594,972
-
15,058,013
39,549,931
(40,004,616)
3,244,492
(3,267,330)
(183,621)
2,605,466
7,530,000
(10,274,848)
(800,526)
(74,554)
124,745
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
14,173,840
(1,299,081)
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR
1,399,714
2,698,795
CASH AND CASH EQUIVALENTS, ENDING OF THE YEAR
$
15,573,554.00 $
1,399,714
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest paid
Income tax paid
Non-cash investing activities:
Transfer from construction in progress to fixed assets
Transfer from advance payments to fixed assets
$
$
$
$
1,136,896 $
1,257,004 $
833,401
1,065,518
3,913,677 $
726,445 $
-
-
The accompanying notes are an integral part of these consolidated financial statements.
F-7
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Fuling Global Inc. (“Fuling Global”) is a Cayman Island corporation established on January 19, 2015.
Total Faith Holdings Limited (“Total Faith”) is a wholly-owned subsidiary of Fuling Global formed in accordance with laws and
regulations of the British Virgin Islands in April 2004.
Fuling Global and its subsidiary Total Faith are holding companies whose only asset, held through a subsidiary, is 100% of the registered
capital of Taizhou Fuling Plastics Co., Ltd. (“Taizhou Fuling”), as well as 49% ownership of Domo Industry Inc. (“Domo”).
Taizhou Fuling was established in October 1992 under the laws of the People’s Republic of China (“China” or “PRC”) with initial capital
of $0.51 million. After several registered capital increases and capital contributions, the registered capital of Taizhou Fuling was increased
to $21.36 million in November 2015.
Taizhou Fuling has three wholly-owned subsidiaries, Zhejiang Great Plastics Technology Co., Ltd. (“Great Plastics”), Direct Link USA
LLC (“Direct Link”) and Fuling Plastic USA, Inc. (“Fuling USA”).
Great Plastics was incorporated in China in March 2010 and principally engaged in the production of straw items. Direct Link was
incorporated in the State of New York in December 2011 and serves as an import trading company of Taizhou Fuling in the United States
(“U.S.”). Fuling USA was incorporated in the Commonwealth of Pennsylvania in May 2014, as a wholly-owned subsidiary of Taizhou
Fuling. Fuling USA is establishing the Company’s first production factory in the U.S. and will principally engage in the production of
plastic straw items. Prior to the incorporation of Fuling USA, Taizhou Fuling wholly owned another subsidiary incorporated in 2009 in the
State of New York, named Fuling Plastics USA Inc. (“Old Fuling USA”). Old Fuling USA served as one of the trading entities of Taizhou
Fuling in the U.S. until early 2014 and its business was discontinued and transferred over to the new Fuling USA when the Company
decided to set up the new factory in Allentown, Pennsylvania. Old Fuling USA was dissolved on April 8, 2015.
Domo is a U.S. company established in the State of New York in October 2007. Total Faith owns 49% of its equity interest. However, Total
Faith holds 2 out of 3 seats and has a majority of the voting rights on the board of directors. The Board of Directors of Domo is the
controlling decision-making body with respect to Domo instead of the equity holders. The number of seats in the Board empowers Total
Faith the ability to control Domo’s daily operations and financial affairs, appoint its senior executives and approve all matters requiring
shareholders’ approval. In addition, Domo's equity at risk is not sufficient to permit it to carry on its activities without additional
subordinated financial support from Total Faith and Domo is highly relying on the financial support from the Company. Total Faith is
obligated to absorb a majority of the risk of loss from Domo’s activities and to receive majority of Domo’s residual returns. Based on these
facts, Total Faith has gained effective control over Domo and Domo is considered a Variable Interest Entity (“VIE”) under Accounting
Standards Codification (“ASC”) 810-10-05-08A. Accordingly, Total Faith consolidates Domo’s operating results, assets and liabilities.
F-8
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS (Continued)
Fuling Global, Total Faith and its VIE, Taizhou Fuling and Taizhou Fuling’s subsidiaries (herein collectively referred to as the “Company”)
are engaged in the production and distribution of environmentally friendly plastic serviceware in the People’s Republic of China (“PRC” or
“China”), Europe and U.S. Products exported to the U.S. and Europe are primarily sold to major fast food restaurant chains and
wholesalers.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United
States of America (“US GAAP”). The consolidated financial statements include the financial statements of Fuling Global, Total Faith,
Taizhou Fuling and its subsidiaries and VIE. All significant intercompany balances and transactions have been eliminated in consolidation.
In accordance with accounting standards regarding consolidation of variable interest entities, VIEs are generally entities that lack sufficient
equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision
making ability. All VIEs with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and
rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.
The Company has concluded that Domo is a VIE, based on the facts that Total Faith has a majority of voting rights on the board of
directors and is obligated to absorb a majority of the risk of loss from Domo's economic performance. Based on our evaluation of the VIE,
the Company is the primary beneficiary of its risks and rewards; therefore, it consolidates Domo for financial reporting purposes.
The following table sets forth the assets, liabilities, results of operations and changes in cash and cash equivalents of the VIE, which was
included in the Company’s consolidated balance sheets, statements of comprehensive income and cash flows:
Current assets
Non-current assets
Total assets
Third-party liabilities
Intercompany payables*
Total liabilities
Net assets
December 31, 2015 December 31, 2014
$
2,179,580 $
-
2,179,580
(498,614)
3,792,029
-
3,792,029
(919,942)
(1,412,380)
(2,410,087)
(1,910,994)
(3,330,029)
$
268,586 $
462,000
* Payables to Taizhou Fuling and Great Plastics are eliminated upon consolidation.
F-9
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Principles of Consolidation (Continued)
Revenue
Net income (loss)
For the years ended
December 31, 2015 December 31, 2014
$
$
7,691,012 $
(183,074) $
8,186,525
474,461
For the years ended
December 31, 2015 December 31, 2014
Net cash provided by (used in) operating activities
Net cash (used in) provided by financing activities*
Net increase (decrease) in cash and cash equivalents
$
$
$
1,013,823 $
(997,707) $
16,116 $
(2,511,222)
2,410,087
(101,135)
* Intercompany financing activities are eliminated upon consolidation.
The Company has the power to direct activities of the VIE and can have assets transferred freely out of the VIE without restrictions.
Therefore, the Company considers that there is no asset of VIE that can only be used to settle obligations of the respective VIE. The
creditors of the VIE’s third-party liabilities did not have recourse to the general credit of the primary beneficiary in normal course of
business.
Non-controlling interests
Non-controlling interests result from the consolidation of 49% owned subsidiary Domo.
Reclassification
Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect
on the reported results of operations.
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires the Company to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the
financial statements.
F-10
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Significant estimates required to be made by management include, but are not limited to, the valuation of accounts receivable, inventories,
advances to suppliers, useful lives of property, plant and equipment, intangible assets, and the recoverability of long-lived assets. Actual
results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investment instruments with an original maturity of three months or less from the date of purchase
to be cash equivalents.
Restricted Cash
Restricted cash consists of cash equivalents used as collateral to secure short-term bank notes payable and bank borrowings. The Company
is required to keep certain amounts on deposit that are subject to withdrawal restrictions. Upon the maturity of the bank acceptance notes
and bank borrowings, the Company is required to deposit the remainder to the escrow account to settle the bank notes payable and bank
borrowings. The notes payable and bank borrowings are generally short term in nature due to their short maturity period of three months to
one year; thus, restricted cash is classified as a current asset.
As of December 31, 2015 and 2014, the Company had restricted cash of $2,129,162 and $2,348,170, respectively, of which $1,153,444 and
$1,086,438, respectively, was related to the bank acceptance notes payable (see Note 8), and $955,426 and $1,261,732, respectively, was
related to the letters of credit (see Note 10). The remaining $20,292 and Nil, respectively, was related to other miscellaneous deposits made
in bank.
Certificate of deposit
As of December 31, 2015 and 2014, the Company had certificates of deposit with original maturities of more than ninety days amounted to
$3,186,892 and $1,352,716, respectively.
Accounts Receivable
Accounts receivable are recognized and carried at original invoiced amount less an estimated allowance for uncollectible accounts. The
Company usually grants credit to customers with good credit standing with a maximum of 90 days and determines the adequacy of reserves
for doubtful accounts based on individual account analysis and historical collection trends. The Company establishes a provision for
doubtful receivables when there is objective evidence that the Company may not be able to collect amounts due. The allowance is based on
management's best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The
provision is recorded against accounts receivables balances, with a corresponding charge recorded in the consolidated statements of income
and comprehensive income. Actual amounts received may differ from management's estimate of credit worthiness and the economic
environment. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined
that the likelihood of collection is not probable.
F-11
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Inventories
Inventories are stated at the lower of cost or market value. Costs include the cost of raw materials, freight, direct labor and related
production overhead. The cost of inventories is calculated using the weighted average method. Any excess of the cost over the net
realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories.
Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products.
Property, Plant and Equipment
Property and equipment are stated at cost. The straight-line depreciation method is used to compute depreciation over the estimated useful
lives of the assets, as follows:
Items
Property and buildings
Leasehold improvement
Machinery equipment
Transportation vehicles
Office equipment and furniture
Useful life
10–20 years
Lesser of useful life and lease
term
3–10 years
4–10 years
3–5 years
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred.
Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related
accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the
statement of income in other income and expenses.
Intangible Assets
Intangible assets consist primarily of land use rights, trademark and patents. Under the PRC law, all land in the PRC is owned by the
government and cannot be sold to an individual or company. The government grants individuals and companies the right to use parcels of
land for specified periods of time. These land use rights are sometimes referred to informally as “ownership.” Land use rights are stated at
cost less accumulated amortization. Intangible assets are amortized using the straight-line method with the following estimated useful lives:
Items
Land use rights
Trademark
Patents
Useful life
50 years
10 years
7-10 years
F-12
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Impairment of Long-lived Assets
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s
carrying value, then the asset is deemed to be impaired and written down to its fair value. There were no impairments of these assets as of
December 31, 2015 and 2014. Revenue Recognition
Revenue Recognition
Revenue from product sales is recognized, net of estimated provisions for sales allowances, when the merchandise is shipped and title is
transferred. Revenue is recognized when all four of the following criteria are met: (i) persuasive evidence that an arrangement exists (sales
agreements and customer purchase orders are used to determine the existence of an arrangement); (ii) 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; (iii) the sales price is both fixed and determinable, and (iv) collectability is reasonably assured.
Historically, sales returns have been minimal.
Income Taxes
The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their
respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred
tax assets to the amount expected to be realized.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for
consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This
interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income
tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Company does not
believe that there was any uncertain tax position at December 31, 2015 and 2014.
To the extent applicable, the Company records interest and penalties as a general and administrative expense. The statute of limitations for
the Company’s U.S. federal income tax returns and certain state income tax returns subject to examination by tax authorities for three years
from the date of filing. As of December 31, 2015, the tax years ended December 31, 2010 through December 31, 2015 for the Company’s
PRC subsidiaries remain open for statutory examination by PRC tax authorities.
F-13
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Value added tax (“VAT”)
Sales revenue represents the invoiced value of goods, net of VAT. The VAT is based on gross sales price and 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. Further, when exporting goods, the exporter is entitled to some or all of the refund of the VAT paid or
assess. Since a majority of the Company’s products are exported to the U.S. and Europe, the Company is eligible for VAT refunds when
the Company completes all the required tax filing procedures.
All of the VAT returns of the Company have been and remain subject to examination by the tax authorities for five years from the date of
filing.
Foreign Currency Translation
The Company’s principal country of operations is the PRC. The financial position and results of its operations are determined using RMB,
the local currency, as the functional currency. Our financial statements are reported using U.S. Dollars. The results of operations and the
statement of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets
and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that
date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution.
Because cash flows are translated based on the average translation rate, 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. Translation adjustments arising from
the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income
included in statement of changes in equity. Gains and losses from foreign currency transactions are included in the consolidated statement
of income and comprehensive income.
The value of RMB against US$ and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political
and economic conditions. Any significant revaluation of RMB may materially affect the Company’s financial condition in terms of US$
reporting. The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this
report:
Year-end spot rate
Average rate
December 31, 2015 December 31, 2014
US$1=RMB 6.4917 US$1=RMB 6.1460
US$1=RMB 6.2288 US$1=RMB 6.1457
F-14
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Fair Value of Financial Instruments
ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A
three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of
observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
·
·
·
Level 1 - Quoted prices in active markets for identical assets and liabilities.
Level 2 - Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability,
either directly or indirectly, for substantially the full term of the financial instrument.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and
liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant
unobservable inputs.
The Company considers the recorded value of its financial assets and liabilities, which consist primarily of cash and cash equivalents,
restricted cash, accounts receivable, advance to vendors, accounts payable, accrued expenses, advances from customers, notes payable to
approximate the fair value of the respective assets and liabilities at December 31, 2015 and 2014 based upon the short-term nature of the
assets and liabilities.
The Company believes that the carrying amount of the short-term borrowings approximates fair value at December 31, 2015 and 2014
based on the terms of the borrowings and current market rates as the rate is reflective of the current market rate.
Concentrations and Credit Risk
A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’
assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange
transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of
China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other
China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.
As of December 31, 2015 and 2014, $17,801,169 and $4,604,884 of the Company’s cash and cash equivalents, certificates of deposit and
restricted cash were on deposit at financial institutions in the PRC where there currently is no rule or regulation requiring such financial
institutions to maintain insurance to cover bank deposits in the event of bank failure.
F-15
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Concentrations and Credit Risk (Continued)
Substantially all of the Company’s sales are made to customers that are located primarily in the USA and Europe. The Company’s
operating results could be adversely affected by the government policy on exporting business, foreign exchange rate fluctuation, and
change of local market conditions. The Company has a concentration of its revenues and receivables with specific customers. For the year
ended December 31, 2015, one customer accounted for 12.9% of total revenue. For the year ended December 31, 2014, no customer
accounted for more than 10% of the Company’s net revenue. As of December 31, 2015, two customers' accounts receivable accounted for
29.8% and 10% of the total outstanding accounts receivable balance, respectively. As of December 31, 2014, two customers' accounts
receivable accounted for 15% and 13% of the total outstanding accounts receivable balance.
For the year ended December 31, 2015, the Company purchased approximately 17.3% and 14.7% of its raw materials from two major
suppliers. For the year ended December 31, 2014, the Company purchased approximately 15% and 10% of its raw materials from two
major suppliers. As of December 31, 2015, advanced payments to two major suppliers accounted for 49% and 10% of the total advance
payments outstanding. As of December 31, 2014, advanced payments to two major suppliers accounted for 48% and 11% of the total
advance payments outstanding.
A loss of either of these customers or suppliers could adversely affect the operating results or cash flows of the Company.
Risks and Uncertainties
The major operations of the Company are located in the PRC. Accordingly, the Company’s business, financial condition, and results of
operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC
economy. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with
companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal
environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political, regulatory and
social conditions in the PRC. 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.
F-16
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Recent Accounting Pronouncements
In November 2015, the FASB issued Accounting Standards Update No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification
of Deferred Taxes (ASU 2015-17), which simplifies the presentation of deferred income taxes by requiring deferred tax assets and
liabilities be classified as noncurrent on the balance sheet. The updated standard is effective for us beginning on January 1, 2017 with early
application permitted as of the beginning of any interim or annual reporting period. Management is evaluating the impact, if any, of this
ASU on the Company’s financial position, results of operations and cash flows.
In January 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-01, “Financial Instruments – Overall (Subtopic 825-10):
Recognition and Measurement of Financial Assets and Financial Liabilities”. The new guidance is intended to improve the recognition and
measurement of financial instruments. The new guidance makes targeted improvements to existing US GAAP by: (1) Requiring equity
investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be
measured at fair value with changes in fair value recognized in net income. Requiring public business entities to use the exit price notion
when measuring the fair value of financial instruments for disclosure purposes; (2) Requiring separate presentation of financial assets and
financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or
the accompanying notes to the financial statements; (3) Eliminating the requirement for public business entities to disclose the method(s)
and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized
cost on the balance sheet; and. (4) Requiring a reporting organization to present separately in other comprehensive income the portion of
the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”)
when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.
The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within
those fiscal years. The Company does not expect this update will have a material impact on the Company's consolidated financial position,
results of operations and cash flows.
In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"), to increase the transparency and
comparability about leases among entities. The new guidance requires lessees to recognize a lease liability and a corresponding lease asset
for virtually all lease contracts. It also requires additional disclosures about leasing arrangements. ASU 2016-02 is effective for interim and
annual periods beginning after December 15, 2018, and requires a modified retrospective approach to adoption. Early adoption is permitted.
The Company is currently evaluating the impact of this new standard on its consolidated financial statements and related disclosures.
F-17
NOTE 3 – ACCOUNTS RECEIVABLE, NET
Accounts receivable consisted of the following:
Trade accounts receivable
Less: allowances for doubtful accounts
Accounts receivable, net
NOTE 4 – INVENTORY, NET
Inventories consisted of the following:
Raw materials
Work-in-progress
Finished goods
Inventory valuation allowance
Total inventory
NOTE 5 – PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consisted of the following:
Property and Buildings
Leasehold improvement
Machinery and equipment
Automobiles
Office and electric equipment
Subtotal
Construction in progress
Less: accumulated depreciation
Property and equipment, net
As of
December 31,
2015
14,825,914 $
(100,884)
14,725,030 $
As of
December 31,
2014
13,085,704
(67,002)
13,018,702
$
$
As of
December 31,
2015
As of
December 31,
2014
$
$
2,245,382 $
819,423
10,523,395
(94,515)
13,493,685 $
1,479,313
998,769
12,553,796
(96,802)
14,935,076
As of
December 31,
2015
As of
December 31,
2014
7,532,019 $
1,722,562
19,467,526
913,888
736,808
30,372,803
96,112
(8,912,049)
21,556,866 $
7,805,988
-
16,969,456
894,173
684,899
26,354,516
891,206
(6,728,482)
20,517,240
$
$
F-18
NOTE 5 – PROPERTY, PLANT AND EQUIPMENT, NET (Continued)
Depreciation expense was $2,641,932 and $1,671,451 for the years ended December 31, 2015 and 2014, respectively.
Construction in progress represents costs of construction incurred for the Company's new plant and equipment. The construction for the
Company’s new plant in U.S. has been completed and put in use in July 2015. The Construction in progress as of December 31, 2015
represents cost of construction for its facility expansion in China.
NOTE 6 – INTANGIBLE ASSETS, NET
Intangible assets, net consisted of the following:
Land use rights
Trademark
Patents
Total
Less: accumulated amortization
Intangible assets, net
As of
December 31,
2015
As of
December 31,
2014
$
$
2,027,918 $
7,117
5,065
2,040,100
(261,836)
1,778,264 $
1,873,842
7,517
5,350
1,886,709
(236,672)
1,650,037
Amortization expense was $39,361 and $36,045 for the years ended December 31, 2015 and 2014, respectively.
Estimated future amortization expense for intangible assets is as follows:
Years ending December 31,
2016
2017
2018
2019
2020
Thereafter
Amortization
expense
$
$
41,414
41,302
41,187
40,449
40,449
1,573,463
1,778,264
NOTE 7 – SHORT-TERM BORROWINGS
Short-term borrowings represent amounts due to various banks and other companies normally due within one year. The principal of the
borrowings are due at maturity. Accrued interest is due either monthly or quarterly.
F-19
NOTE 7 – SHORT-TERM BORROWINGS (Continued)
Short-term borrowings consisted of the following:
Agricultural Bank of China (“ABC”) (1)
China Construction Bank (“CCB”) (2)
China Merchants Bank (“CMB”) (3)
PingAn Bank (“PAB”) (4)
China Citic Bank (“CITIC”) (5)
Industrial and Commercial Bank of China (“ICBC”) (6)
Shanghai Pudong Development Bank (“SPDB”) (7)
Bank of China (“BOC”) (8)
Total
As of
December 31, 2015
$
$
1,155,321 $
1,232,343
1,000,293
2,310,643
1,622,457
4,079,145
-
3,864,625
15,264,827 $
As of
December 31, 2014
1,220,306
1,301,660
2,423,560
2,440,610
4,507,514
3,585,835
1,971,302
2,073,420
19,524,207
(1) In January and May 2015, Great Plastics entered into two short-term bank loan agreements with ABC for twelve and six months,
respectively. The loans bear a variable interest rate based on the prevailing interest rate set by the People’s Bank of China at the time of
borrowing, plus 30 basis points. The effective rate is 5.06% and 5.58% per annum. The loans are guaranteed by the assets of Great
Plastics, a third party guaranty company and a shareholder of the Company.
In May and July 2014, Great Plastics entered into two short-term bank loan agreements with ABC for twelve and six months,
respectively. The loans bear a variable interest rate based on the prevailing interest rate set by the People’s Bank of China at the time of
borrowing, plus 10 basis points. The effective rate is 6.60% per annum. The loans were guaranteed by the assets of a third party guaranty
company and a shareholder of the Company.
(2) In July 2015, Taizhou Fuling entered into a short term bank loan agreement with CCB for $1,232,343 million for twelve months. The
loan bears interest rate which equals to China's one year loan prime rate, plus 29.25 base points. The effective interest rate is 5.14% per
annum. In July 2014, Taizhou Fuling entered into a short-term bank loan agreement with CCB for approximately $1.3 million (RMB 8
million). The term of this loan is one year with a fixed interest of 6.30% per annum.
These loans are guaranteed by the Company’s principal shareholders and Zhejiang Special Plastics Technology Co., Ltd. (“Special
Plastics”), an affiliated company owned by the shareholders of the Company. In addition, the Company has pledged land use right,
properties and machinery equipment of Taizhou Fuling as collateral for the loans outstanding as of December 31, 2015 and December
31, 2014.
F-20
NOTE 7 – SHORT-TERM BORROWINGS (Continued)
(3) In October and December 2015, Taizhou Fuling entered into two short-term bank borrowing agreements for approximately $1.0 million
(RMB 6.5 million) with CMB for six months. The loan bears a variable interest rate based on six-month of LIBOR, plus 60 basis points.
The effective rate was 1.13% and 1.42% per annum. The loans are guaranteed by Special Plastics, an affiliated company owned by the
shareholders of the Company, and its shareholders.
In March 2014, Taizhou Fuling entered into two short-term bank loan agreements with CCB for approximately $1.6 million and
$800,000 for one year and five months, respectively. The loans bear variable interest rate based on the prevailing interest rate set by the
People’s Bank of China at the time borrowing, plus 10 basis points. The effective rate was 6.60% and 4.12% per annum.
(4) In March 2015, Great Plastics entered into three short-term bank borrowing agreements with PAB total amounted to $2,310,643 for six
months to one year. The effective rate is 6.4%, 7.06% and 6.8% per annum, respectively. The loans are guaranteed by the assets of Great
Plastics.
In March and September 2014, Great Plastics entered into series of short-term bank borrowing agreements with PAB for six months to
one year, total amounted to $2,440,610. These loans bear a variable interest rate based on the prevailing interest rate set by the People’s
Bank of China at the time of borrowing, plus 25 basis points. The effective rate is from 7.0% to 7.1% per annum. These loans are
guaranteed by the assets of Taizhou Fuling.
(5) During the year of 2015 and 2014, Taizhou Fuling and Great Plastics, entered into a series of short-term bank borrowing agreements
with CITIC. The terms of the loan are four to twelve months. The interest rate is equal to three-month of LIBOR. The loan outstanding
as of December 31, 2015 will expire on March 17, 2016. These loans are guaranteed by the principal shareholder of Taizhou Fuling.
(6) During 2015 and 2014, Taizhou Fuling entered into a series of short-term bank borrowing agreements with ICBC. The terms of the loans
are five months to one year, with fixed interest rates ranging from 2.33% to 6.16% per annum. These loans are guaranteed by the
shareholders of Special Plastics, its shareholders and third party individuals. In addition, the Company has pledged the land use right
and properties as collateral.
(7) During 2015 and 2014, Taizhou Fuling entered into a series of short-term bank borrowing agreements with SPDB. The terms of the
loans are three months to four months, with fixed interest rates equal to 4.8% to 5.0% per annum in excess of six-month LIBOR. The
loans borrowed in 2015 have been paid off as of December 31, 2015. These loans are guaranteed by Special Plastics and its
shareholders. In addition, the Company has pledged the land use right and properties as collateral in 2015.
F-21
NOTE 7 – SHORT-TERM BORROWINGS (Continued)
(8) During 2015 and 2014, Taizhou Fuling and Great Plastics entered into a series of short-term bank borrowing agreements and other
financing agreements with BOC. The terms of the loans are two to twelve months, with fixed interest rates based on LIBOR (for loans
dominated in USD) or prime loan rates issued by People's Bank of China (for loans dominated in RMB), plus certain base point. The
effective interest rates were from 1.58% to % to 6.72% per annum. These loans are guaranteed by Great Plastics and its shareholders. In
addition, Nil and $1,241,458 cash was deposited in the bank as security deposit for the outstanding loans and other financing instruments
as of December 31, 2015 and December 31, 2014, respectively.
As of December 31, 2015 and December 31, 2014, land use right in the amount of $1,499,417 and $1,445,812, property and buildings in
the amount of $4,378,554 and $4,735,191, and equipment in the amount of $5,236,272 and $6,604,076 were pledged for the bank loans,
respectively.
NOTE 8 – BANK NOTES PAYABLE
Short-term bank notes payable are lines of credit extended by banks that can be endorsed and assigned to vendors as payments for
purchases. The notes payable are generally payable within six months. These short-term notes payable are guaranteed by the bank for their
full face value. In addition, the banks usually require the Company to deposit a certain amount of cash (usually range from 30% to 100% of
the face value of the notes) at the bank as a guarantee deposit, which is classified on the balance sheet as restricted cash.
The Company had the following bank notes payable as of December 31, 2015:
ICBC, due various dates from January 17, 2016 to June 23, 2016
CITIC, due various dates from January 28, 2016 to June 29, 2016
Total
The Company had the following bank notes payable as of December 31, 2014:
ICBC, due various dates from January 23, 2015 to April 15, 2015
BOC, due various dates from January 25, 2015 to June 26, 2015
Total
December 31,
2015
2,409,055
430,728
2,839,783
December 31,
2014
2,678,648
565,685
3,244,333
$
$
$
$
As of December 31, 2015 and 2014, $1,153,444 and $1,086,437 cash deposits were held by banks as a guarantee for the notes payable,
respectively. In addition, as of December 31, 2015 and 2014, notes payable totaling $2,409,055 and $3,244,333 were secured by the
personal properties of the Company’s principal shareholders and third party individuals, respectively.
F-22
NOTE 9 – INCOME TAXES
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.
Fuling Global and Total Faith are both offshore holding companies and are not subject to tax on income or capital gains under the laws of
the Cayman Islands and British Virgin Islands, respectively.
Taizhou Fuling and Great Plastics are incorporated in the PRC and are subject to PRC income tax, which is computed according to the
relevant laws and regulations in the PRC. Under the Corporate Income Tax Law of the People’s Republic of China, corporate income tax
rate applicable to all companies, including both domestic and foreign-invested companies, is 25%. However, Taizhou Fuling is recognized
as a High-technology Company by Chinese government and subject to a favorable income tax rate of 15%.
Domo, Fuling USA and Direct link are incorporated in the United States and subject to the U.S. federal and state income tax.
The following table summarizes income (loss) before income taxes and non-controlling interest allocation:
United States
Foreign
Total
$
$
For the year ended
For the year ended
December 31, 2015 December 31, 2014
845,290
8,251,651
9,096,941
(1,699,557) $
11,135,203
9,435,646 $
Significant components of the income tax provision were as follows:
Current tax provision
United States
Foreign
Total
Deferred tax expense (benefit)
United States
Foreign
Total
$
$
$
$
For the year ended
For the year ended
December 31, 2015 December 31, 2014
-
- $
1,213,093
1,213,093
1,761,658
1,761,658 $
For the year ended
For the year ended
December 31, 2015 December 31, 2014
-
155,705
155,705
(319,252) $
(319,252) $
-
F-23
NOTE 9 – INCOME TAXES (Continued)
The deferred tax expense (benefit) is the change of deferred tax assets and deferred tax liabilities resulting from the temporary difference
between tax and U.S. GAAP. Our operations in the U.S. have incurred a cumulative net operating loss of approximately $1,576,000 and
$33,000, respectively, as of December 31, 2015 and 2014, which may be available to reduce future taxable income. This carry-forward will
expire if not utilized by 2035. Our deferred tax assets were primarily the result of US net operating loss and depreciation expense,
As of each reporting date, management considers evidence, both positive and negative, that could affect its view of the future realization of
deferred tax assets. On the basis of evaluation, a valuation allowance of $319,252 was recorded against our gross deferred tax asset balance
of $638,504 at December 31, 2015. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of
future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative
losses is no longer present and additional weight may be given to subjective evidence such as our projections for growth. As of December
31, 2014, a full valuation allowance has been provided against the deferred tax asset and no deferred tax asset benefit has been recorded for
the U.S. operation since the realization of the benefits from these losses appears was still uncertain in 2014.
The following table reconciles the statutory rates to the Company’s effective tax rate:
U.S. Statutory rates
Foreign income not recognized in the U.S.
Foreign income tax rate
Effect of favorable income tax rate in certain entity in PRC
R&D tax credit (1)
Change in valuation allowance
Non-taxable permanent difference (2)
Effective tax rate
December 31,
2015
December 31,
2014
34.0%
(35.8)
25.0
(10.8)
(1.6)
3.1
1.5
15.4%
34.0%
(33.7)
25.0
(8.7)
(2.0)
-
0.4
15.0%
(1) According to PRC tax regulation, 150% of current year R&D expense approved by local tax authority could be deducted from taxable
income.
(2) It represents expenses incurred by the Company that were not deductible for PRC income tax and income (loss) generated in countries
with no income tax obligations.
F-24
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Rent commitment
The Company's subsidiary Fuling USA leases manufacturing facilities under operating leases. Operating lease expense amounted to
$384,728 and $340,640 for the year ended December 31, 2015 and 2014, respectively.
Future minimum lease payments under non-cancelable operating leases are as follows:
Twelve months ended December 31,
2016
2017
2018
2019
2020
Thereafter
Total
Letters of Credit
$
$
394,388
404,296
414,399
424,701
435,326
1,569,253
3,642,363
As of December 31, 2015 and December 31, 2014, the Company had $ 5,664,249 and $7,846,882 outstanding in trade letters of credit.
NOTE 11 – RELATED PARTY TRANSACTIONS
The Company rents office space from one of their related parties. For the year ended December 31, 2015 and 2014, the total rent expense
was Nil and $94,225, respectively.
During the normal course of business, the Company, from time to time, temporarily borrows money from its principal shareholders or
affiliated companies controlled by its major shareholder to finance its working capital as needed. The amounts are usually unsecured, non-
interest bearing and due on demand. As of December 31, 2015 and December 31, 2014, the balance due to shareholders was Nil and
$38,273, respectively.
F-25
NOTE 12 – EQUITY
Statutory reserve
The Company is required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary
surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC
GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in
accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the surplus reserve are
made at the discretion of the Board of Directors. As of December 31, 2015 and December 31, 2014, the balance of statutory reserve was
$2,868,844 and $1,862,365, respectively.
Dividend
On May 5, 2014, the board of directors of the Company declared a dividend of $10,274,848. All dividends have been paid as of December
31, 2014.
Initial public offering ("IPO")
On October 26, 2015, the SEC declared effective the Company’s registration statement on Form F-1 (“IPO Registration Statement”).
Pursuant to this IPO Registration Statement, along with the accompanying prospectus, the Company registered an offering of 4,000,000
shares of ordinary shares and up to 600,000 additional Ordinary Shares if the over-subscription option is exercised in full.
On November 2, 2015, the Company issued 4,000,000 shares at a price of $5.00 per share. On November 4, 2015, the Company issued
38,423 shares pursuant to the over-subscription option granted to the underwriters according to the IPO Registration Statement. On
November 4, 2015, the Company closed its initial public offering of 4,038,423 shares of common stock at a price of $5.00 per share for
gross proceeds of $20,192,115 and net proceeds of $18,594,972.
After its IPO on November 2, 2015, the Company granted 15,705 shares and 12,000 shares collectively to its Chief Financial Officer and
three directors, respectively, pursuant to the CFO employment agreement and director engagement letters the Company entered into in
September 2015 and August 2015, respectively. $23,088 was recorded as stock based compensation expense for the year ended December
31, 2015.
F-26
NOTE 13 – SEGMENT REPORTING
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the
Company's internal organizational structure as well as information about geographical areas, business segments and major customers in
financial statements for details on the Company's business segments. The Company uses the “management approach” in determining
reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief
operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s
reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different
products. Based on management's assessment, the Company has determined that it has only one operating segments as defined by ASC 280.
The following table presents revenue by major products for years ended December 31, 2015 and 2014, respectively.
Cutlery
Straws
Cups and plates
Others
Total
For the years ended
December 31, 2015 December 31, 2014
$
$
55,242,100 $
11,091,566
20,937,771
4,022,238
91,293,675 $
45,210,869
13,054,589
22,699,966
2,215,689
83,181,113
The following table presents revenue by geographic areas for the years ended December 31, 2015 and 2014, respectively.
Revenue from United States
Revenue from Hong Kong and Mainland China
Revenue from other foreign countries
Total
For the years ended
December 31, 2015 December 31, 2014
76,930,240
$
122,040
6,128,833
83,181,113
85,144,942 $
1,123,953
5,024,780
91,293,675 $
$
Long-lived assets of $22,979,974 and $2,584,056 were located in China and the United States, respectively, as of December 31, 2015.
Long-lived assets of $21,632,497 and $891,205 were located in China and the United States, respectively, as of December 31, 2014.
F-27
NOTE 14 – SUBSEQUENT EVENTS
Until the end of March 2016, the Company repaid approximately $5.1 million bank loans and $0.4 million notes payable that became due.
The Company also borrowed approximately $8.7 million bank loans as well as approximately $1.3 million notes payable from various
banks in China. All the loans and notes payable are short term in nature and guaranteed by Special Plastics, its shareholders and third
parties.
F-28
Exhibit 11.1
FULING GLOBAL INC.
CODE OF BUSINESS CONDUCT AND ETHICS
This Code of Business Conduct and Ethics covers a wide range of business practices and procedures. It does not cover every issue that may
arise, but it sets out basic principles to guide the employees of Fuling Global Inc. and its subsidiaries (the "Company"). All of our
employees must conduct themselves in accordance with these principles and seek to avoid even the appearance of improper behavior. The
Company's agents and representatives, including consultants and directors, to the extent practicable, shall also follow this Code.
This Code is in addition to and supplements the other policies and procedures which have been implemented by the Company. If a law
conflicts with a policy in this Code, you must comply with the law; however, if a local custom or policy conflicts with this Code, you must
comply with the Code. If you have any questions about a conflict, you should ask your supervisor how to handle the situation.
All claims of violations of this Code will be investigated by appropriate personnel. Those who violate the standards in this Code will be
subject to disciplinary action. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the guidelines
described in Section 14 of this Code.
1. Compliance with Laws, Rules and Regulations
Obeying the law, both in letter and in spirit, is the foundation on which this Company's ethical standards are built. All employees must
respect and obey the laws of all jurisdictions in which the Company operates. Any employee who is unsure about any aspect of these
laws should seek advice from supervisors, managers or other appropriate personnel.
2. Record-Keeping
Accuracy and reliability in the preparation of all business records is critically important to the Company's decision-making process and
to the proper discharge of its financial, legal, and reporting obligations. All of the Company's books, records, accounts and financial
statements shall be maintained in reasonable detail, shall appropriately reflect the Company's transactions and shall conform both to
applicable legal requirements and to the Company's system of internal controls. Unrecorded or "off the books" funds or assets shall not
be maintained unless permitted by applicable law or regulation.
Many employees regularly incur business expenses, which must be documented and recorded accurately. If you are not sure whether a
certain expense is appropriate, consult the policy or ask your supervisor.
Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or
inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos and
formal reports. Records shall always be retained or destroyed according to the Company's record retention policies.
3. Conflicts of Interest and Related Party Transactions
A "conflict of interest exists when a person's private interest interferes in any way with the interests of the Company. A conflict
situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her
Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of
his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of
obligations of, employees and their family members may create conflicts of interest. Loans to, or guarantees of obligations of, directors,
executive officers and their family members are prohibited.
A conflict of interest almost always exists when a Company employee works concurrently for a competitor, customer or supplier. You
are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business
connection with the Company's competitors, customers or suppliers, except on the Company's behalf.
A conflict of interest may occur when an employee of the Company has an ownership or financial interest in another business
organization that is doing business with the Company. These transactions between the Company and the other organization are
characterized as related party transactions. While not all related party transactions are improper, the Company must be aware of the
details of each such transaction so that it can make a judgment as to the appropriateness of the transaction. If you or a family member
have any ownership or financial interest in another organization that conducts business or seeks to conduct business with the Company,
you must report the situation to the Chief Executive Officer ("CEO") and cooperate with the legal staff by providing all relevant facts.
The CEO will determine whether or not the related party transaction is a conflict of interest.
Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors.
Conflicts of interest may not always be clear, so if you have a question, you should consult with higher levels of management or the
Company's CEO. Any employee, officer or director who becomes aware of a conflict or potential conflict shall bring it to the attention
of a supervisor, manager or other appropriate personnel or consult the procedures described in Section 14 of this Code.
4. Confidentiality
Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except
when disclosure is authorized by the CEO or legally mandated. Even within the Company, you should disclose confidential
information only to those employees who need to know the information. Confidential information includes all non-public information
that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers
and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.
5.
Insider Trading
Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or
for any other purpose except the conduct of the Company's business. All non-public information about the Company shall be
considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an
investment decision on the basis of this information is not only unethical but also illegal. If you have any questions, you should consult
the Company's CEO.
6. Corporate Opportunities
Employees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered through the use
of corporate property, information or position without the consent of the Board of Directors. No employee shall use corporate property,
information, or position for improper personal gain, and no employee shall compete with the Company directly or indirectly.
Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.
7. Competition and Fair Dealing
The Company seeks to outperform its competition fairly and honestly. The Company seeks competitive advantages through superior
performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information
that was obtained without the owner's consent, or inducing such disclosures by past or present employees of other companies is
prohibited. Each employee shall endeavor to respect the rights of and deal fairly with the Company's customers, suppliers, competitors
and employees. No employee shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other intentional unfair-dealing practice.
The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to
gain unfair advantage with customers. No gift or entertainment shall ever be offered, given, provided or accepted by any Company
employee, family member of an employee or agent unless it:
o
o
o
o
o
is not a cash gift,
is consistent with customary business practices,
is not excessive in value,
cannot be construed as a bribe or payoff, and
does not violate any laws or regulations.
8. Discrimination and Harassment
The diversity of the Company's employees is a tremendous asset. The Company is firmly committed to providing equal opportunity in
all aspects of employment and shall not tolerate any illegal discrimination or harassment or any kind. Examples include derogatory
comments based on racial, gender, religious, or ethnic characteristics and unwelcome sexual advances.
9. Health and Safety
The Company strives to provide each employee with a safe and healthful work environment. Each employee has the responsibility for
maintaining a safe and healthful workplace for all employees by following safety and health rules and practices and reporting accidents,
injuries and unsafe equipment, practices or conditions.
Violence and threatening behavior are not permitted. Employees must report to work in condition to perform their duties, free from the
influence of alcohol or illegal drugs. The use of alcohol or illegal drugs in the workplace is not tolerated.
10. Protection and Proper Use of Company Assets
All employees shall endeavor to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct
impact on the Company's profitability. All Company assets should be used for legitimate business purposes. Any suspected incident of
theft, carelessness, or waste of or with Company assets shall be immediately reported for investigation. Company equipment shall not
be used for non-Company business, although incidental personal use may be permitted by your supervisor.
The obligation of employees to protect the Company's assets includes its proprietary information. Proprietary information includes
intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans,
databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this
information would violate Company policy. It could also be illegal and result in civil and/or criminal penalties.
11. Accounting and Related Matters
All employees participate, in some measure, in the gathering of information made available to the Company's accounting department for
use in the Company's financial reports and other information required to be publicly disclosed by the Securities and Exchange
Commission and the NASDAQ Stock Market LLC. Each employee should endeavor to ensure that such information is accurate and
complete in all material respects through full compliance with the Company's accounting requirements, internal disclosure and
accounting controls and audits.
12. Waivers of the Code of Business Conduct and Ethics
Any waiver of this Code for executive officers or directors may be made only by the Corporate Governance Committee of the Board
and shall be promptly disclosed as required by law or stock exchange regulation.
13. Administration of Code
This Code shall be administered by the Company's CEO, who shall act as the Corporate Compliance Officer of the Company,
Company employees are encouraged to seek guidance regarding the application or interpretation of this Code from the CEO and are
expected to cooperate fully in any investigation of any potential violation of this Code.
14. Reporting Violations; Compliance Procedures
All employees shall work to ensure prompt and consistent action against violations of this Code. However, in some situations it is
difficult to know right from wrong. Since no one can anticipate every situation that will arise, it is important to have a way to approach
a new question or problem. These are the steps to keep in mind:
o Make sure you have all the facts. In order to reach the right solutions, you must be as fully informed as possible.
o
o
o
Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus
on the specific question you are faced with and the alternatives you have. Use your judgment and common sense; if something
seems unethical or improper, it probably is.
Clarify your responsibility and role. In most situations there is shared responsibility. Are your colleagues informed? It may
help to get others involved and discuss the problem.
Discuss the problem with your supervisor. You are encouraged to talk to your supervisor about any issues concerning illegal,
unethical or improper behavior and when in doubt about the best course of action in a particular situation. This is the basic
guidance for all situations. In many cases your supervisor will be more knowledgeable about the question, and will appreciate
being brought into the decision-making process. Remember it is your supervisor's responsibility to help solve problems.
o
Report serious violations to the Company's CEO. You should report serious violations that have not been properly addressed
by your supervisor or other resources of the Company to the CEO. However, if it is not appropriate to discuss an issue with the
CEO, or if you believe that the CEO has not properly addressed the violations, you may contact any independent director of the
Board of Directors. In the rare case that you become aware of a material legal violation or a breach of fiduciary duty by an
employee of the Company, address your concerns to: Nominating/Corporate Governance Committee Chairman, Sino-Global
Shipping America, Ltd. 36-09 Main Street, Suite 9C-2, Flushing, New York 11354.
o Reporting of accounting issues. If you are aware of an issue concerning accounting, auditing or the Company's internal
accounting controls, address your concerns with the Company's internal audit function or to the CEO. In the event that you
believe that the Company has not properly responded to the issue, you may address your concerns to: Audit Committee
Chairman, Sino-Global Shipping America, Ltd. 36-09 Main Street, Suite 9C-2, Flushing, New York 11354.
o You may report any possible violation in confidence and without fear of retaliation. If your situation requires that your
identity be kept secret, your anonymity will be protected and you will be guaranteed confidentiality in the handling of your
claim. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by
employees. Employees are expected to cooperate in internal investigations of misconduct.
o Always ask first, act later: If you are unsure of, what to do in any situation, seek guidance before you act.
Exhibit 12.1
I, Xinfu Hu, certify that:
1. I have reviewed this annual report on Form 20-F of Fuling Global Inc.;
CERTIFICATION
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 company as of, and for, the periods presented in this report;
4. The company’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 company and 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 company, 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 company’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 company’s internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
company’s internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the company’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
company’s internal control over financial reporting.
Date: March 30, 2016
By:
/s/ Xinfu Hu
Name: Xinfu Hu
Title: Chief Executive Officer
Exhibit 12.2
I, Gilbert Lee, certify that:
1. I have reviewed this annual report on Form 20-F of Fuling Global Inc.;
CERTIFICATION
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 company as of, and for, the periods presented in this report;
4. The company’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 company and 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 company, 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 company’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 company’s internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
company’s internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent
functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the company’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
company’s internal control over financial reporting.
Date: March 30, 2016
By:
/s/ Gilbert Lee
Name: Gilbert Lee
Title: Chief Financial Officer
CERTIFICATION
Exhibit 13.1
In connection with the Annual Report of Fuling Global Inc. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2015 as
filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xinfu Hu, Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my
knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: March 30, 2016
By:
/s/ Xinfu Hu
Name: Xinfu Hu
Title: Chief Executive Officer
CERTIFICATION
Exhibit 13.2
In connection with the Annual Report of Fuling Global Inc. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2015 as
filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gilbert Lee, Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my
knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: March 30, 2016
By:
/s/ Gilbert Lee
Name: Gilbert Lee
Title: Chief Financial Officer
Exhibit 15.1
Company to Host Earnings Conference Call on Thursday, March 31, 8:00 am ET
Fuling Global Inc. Reports Fiscal Year 2015 Financial Results
ALLENTOWN, Pa., March 30, 2016 /PRNewswire/ -- Fuling Global Inc. (NASDAQ: FORK) ("Fuling Global" or the "Company"), a
specialized producer and distributor of environmentally-friendly plastic serviceware, with precision manufacturing facilities in both the U.S.
and China, today announced its financial results for the fiscal year ended December 31, 2015.
Mr. Xinfu Hu, Chief Executive Officer of Fuling Global, commented, "In 2015, we succeeded in growing our revenues by 10% and our net
income attributable to shareholders by 7%, to $8.0 million, in spite of the continued free fall of crude oil prices. While the 2015 average
monthly prices for polypropylene ("PP"), general purpose polystyrene ("GPPS"), and high impact polystyrene ("HIPS") dropped by 26%,
31%, and 29%, compared to 2014 average monthly prices, respectively, we grew our top-line through a 30% increase in overall sales
volume. We view the 2015 financial performance as a testament to the robustness of our business and great efforts from our team."
Ms. Guilan Jiang, Chairwoman of Fuling Global, added, "We reached a variety of key milestones in 2015. First, our business continued to
grow at a solid pace, as our revenues and net income achieved the highest levels in company history, despite continued pricing pressure as a
result of lower crude oil prices. Second, our Allentown facility began commercial production in June with fully operational six straw
production lines. Last but not least, we successfully raised $20.2 million in our initial public offering (the "IPO") in November, becoming
the first U.S.-listed plastic serviceware supplier with manufacturing facilities in both the U.S. as well as in China. Our IPO significantly
raised our company's profile in our industry, and our market and financial positions have also improved. We are planning for the future,
from the continued ramp-up of our U.S. operations in our Allentown facility to the development of our new factory in Wenling. In short, we
believe the future has never been brighter for Fuling Global and we look forward to continuing solid growth of our business in 2016 and
beyond."
Fiscal Year 2015 Financial Highlights
Please note, certain expense items, primarily expenses associated with ocean freight, were previously reported as selling expenses and
have been reclassified as cost of goods sold. As a result, cost of goods sold, gross profit, gross margin, selling expenses, and total
operating expenses for 2014 have been adjusted retrospectively.
($ millions, expect per share data)
Revenues
Gross profit
Gross margin
Operating margin
Net income attributable to Fuling Global
Diluted earnings per share
$
$
$
$
For the Twelve Months Ended December 31,
2014
2015
% Change
91.3
23.6
25.9%
9.8%
8.0
0.65
$
$
$
$
83.2
22.1
26.5%
11.6%
7.5
0.64
9.8%
7.1%
-0.6%
-1.8%
7.4%
1.6%
·
Revenues grew by 10% year-over-year to $91.3 million for 2015, mainly driven by a 30% increase in sales volume that more than offset
the impact of a 16% decrease in average selling price ("ASP"). The Company sold 32,776 tons of products with blended ASP of $2.79
per kilogram in 2015, compared to 25,213 tons and $3.30 per kilogram in 2014.
· Net income attributable to Fuling Global increased by 7% to $8.0 million, or $0.65 per basic and diluted share, for the year of 2015,
compared to $7.5 million, or $0.64 per basic and diluted share, for 2014.
· Gross profit increased by 7% to $23.6 million for the year of 2015. Gross margin decreased by 64 basis points to 25.9%, mainly due to
change in product mix with increased revenues share from the relatively lower margin cutlery.
Fiscal Year 2015 Financial Results
Revenues
For the fiscal year ended December 31, 2015, total revenues increased by $8.1 million, or 10%, to $91.3 million from $83.2 million for the
same period of last year. The increase in total revenues was mainly driven by the 30% increase in overall sales volume and partially offset
by the 16% decrease in blended ASP. Overall sales volume increased by 7,563 tons, or 30%, to 32,776 tons for the year of 2015 from
25,213 tons for the same period of last year, while blended ASP decreased by $0.51 per kilogram, or 16%, to $2.79 per kilogram for the
year of 2015 from $3.30 per kilogram for the same period of last year.
Revenues from cutlery increased by $10.0 million, or 22%, to $55.2 million for the year of 2015 from $45.2 million for same period of last
year. The increase in revenues from cutlery was primarily driven by a 40% increase in sales volume and partially offset by a 13% decrease
in ASP. The Company sold 22,780 tons of cutlery at $2.43 per kilogram for fiscal 2015, compared to 16,302 tons at $2.77 per kilogram for
the same period of last year. Revenues from straws decreased by $2.0 million, or 15%, to $11.1 million for fiscal 2015 from $13.1 million
for the same period of last year. The Company sold 3,042 tons of straws at $3.65 per kilogram for fiscal 2015, compared to 2,819 tons at
$4.63 per kilogram for the same period of last year. Revenues from cups and plates decreased by $1.8 million, or 8%, to $20.9 million for
the year of 2015 from $22.7 million for the same period of last year. The Company sold 5,818 tons of cups and plates at $3.60 per
kilogram for 2015, compared to 5,744 tons at $3.95 per kilogram for the same period of last year. Revenues from other products, including
products for family use, party and other entertainment purposes, increased by $1.8 million, or 82%, to $4.0 million for 2015 from $2.2
million for the same period of last year. The increase in revenues from other products was primarily driven by a 228% increase in sales
volume to 1,137 tons for fiscal 2015 from 347 tons for the same period of last year and partially offset by a 45% decrease in ASP to $3.54
per kilogram for the year of 2015 from $6.39 per kilogram for the same period of last year.
For the Twelve Months Ended December 31,
Revenues
($'000)
2015
Volume
(tons)
$
$
55,242
11,092
20,938
4,022
91,294
22,780 $
3,042
5,818
1,137
32,776 $
ASP
($/kg)
Revenues
($'000)
2014
Volume
(tons)
ASP
($/kg)
2.43 $
3.65
3.60
3.54
2.79 $
45,211
13,055
22,699
2,216
83,181
16,302 $
2,819
5,744
347
25,213 $
2.77
4.63
3.95
6.39
3.30
Cutlery
Straws
Cups and plates
Other products
Total
Cutlery, straws, cups and plates, and other products accounted for 60.5%, 12.1%, 22.9%, and 4.4% of total revenues for the year of 2015,
compared to 54.4%, 15.7%, 27.3%, and 2.7% for the same period of last year, respectively.
On a geographical basis, sales in Fuling Global's largest markets, the U.S. and Europe grew by 11% and 34%, respectively, increasing by a
total of $8.9 million. Revenues from smaller markets decreased by an aggregate of $0.8 million, resulting in a net increase in revenues of
$8.1 million. The following table provides regional information about changes in Fuling Global's revenues.
2015
For the Twelve Months Ended December 31,
2014
Y/Y Change
Revenues
($'000)
% of
Total
Revenues
($'000)
% of
Total
Amount
($'000)
%
$
U.S.
$
Europe
$
Australia
Canada
$
Central and South America $
$
Middle East
$
China
$
Total
85,145
2,588
635
1,082
222
498
1,124
91,294
93.3% $
2.8% $
0.7% $
1.2% $
0.2% $
0.6% $
1.2% $
100.0% $
76,930
1,933
1,214
1,198
760
683
463
83,181
92.5% $
2.3% $
1.5% $
1.4% $
0.9% $
0.8% $
0.6% $
100.0% $
8,215
655
(579)
(116)
(538)
(185)
661
8,113
11%
34%
-48%
-10%
-71%
-27%
143%
10%
Gross profit
Total cost of goods sold increased by $6.5 million, or 11%, to $67.6 million for the year of 2015 from $61.1 million for the same period of
last year, which is in line with growth in revenues. Gross profit increased by $1.6 million, or 7%, to $23.6 million for the year of 2015 from
$22.1 million for the same period of last year. Gross margin was 25.9% for the year of 2015, compared to 26.5% for the same period of
last year. The decrease in overall gross margin was mainly due to change in product mix, with increased revenues share from the relatively
lower margin cutlery. Gross margins for cutlery, straws, cups and plates, and other products were 24%, 26%, 41%, and 39%, respectively,
for fiscal 2015, compared to 22%, 27%, 41%, and 38%, respectively, for the same period of last year.
For the Twelve Months Ended December 31,
Revenues
($'000)
2015
COGS
($'000)
$
$
55,242 $
11,092
20,938
4,022
2,449
91,294 $
42,211
8,234
12,297
2,455
1,554
67,646
Gross
Margin
(%)
Revenues
($'000)
2014
COGS
($'000)
Gross
Margin
(%)
24% $
26%
41%
39%
45,211 $
13,055
22,699
2,216
35,204
9,500
13,473
1,373
22%
27%
41%
38%
25.9% $
83,181 $
61,104
26.5%
Cutlery
Straws
Cups and plates
Other products
Tax
Total
Operating income
Selling expenses increased by $0.4 million, or 6%, to $6.4 million for the year of 2015 from $6.1 million for the same period of last year.
The increase in selling expenses was in line with the increase in revenues. General and administrative expenses increased by $2.3 million,
or 59%, to $6.1 million for the year of 2015 from $3.9 million for the same period of last year. The increase in general and administrative
expenses was due to increases of $0.2 million for IPO-related expenses, $1.4 million related to our business expansion, especially in the
U.S., and $0.3 million in rental and insurance expenses in our Allentown facility. Research and development expenses decreased by $0.4
million, or 16%, to $2.1 million for the year of 2015 from $2.5 million for the same period of last year. As a result, total operating expenses
increased by $2.2 million, or 18%, to $14.7 million for 2015 from $12.4 million for the same period of last year.
Operating income decreased by $0.7 million, or 7%, to $9.0 million for the year of 2015 from $9.6 million for the same period of last year.
Operating margin was 9.8% for the year of 2015, compared to 11.6% for the same period of last year.
Income before income taxes
After adjustment for interest income and expenses, subsidy income and other non-operating income and expenses, income before income
taxes increased by $0.3 million, or 3%, to $9.4 million for the year of 2015 from $9.1 million for the same period of last year.
Provision for income taxes was $1.4 million for the year of 2015, up slightly from the $1.4 million for the same period of last tear.
Net income
Net income increased by $0.2 million, or 3%, to $7.9 million for the year of 2015 from $7.7 million for the same period of last year. After
deduction of non-controlling interest, net income attributable to Fuling Global was $8.0 million, or $0.65 per basic and diluted share, for
the year of 2015, compared to $7.5 million, or $0.64 per basic and diluted share, for the same period of last year.
Financial Condition
As of December 31, 2015, the Company had cash and cash equivalents, restricted cash, and certificates of deposits of $15.6 million, $2.1
million, and $3.2 million, respectively, compared to $1.4 million, $2.4 million, and $1.4 million, respectively at the end of 2014. Short-
term borrowing and bank notes payable were $15.3 million and $2.8 million, respectively, as of December 31, 2015, compared to $19.5
million and $3.2 million, respectively, at the end of 2014.
Net cash provided by operating activities was $8.0 million for fiscal 2015, compared to $5.4 million for the same period of last year.
Net cash used in investing activities was $8.8 million for 2015, compared to $6.0 million for the same period of last year. The increase in
net cash used in investing activities in 2015 was primarily attributable to increased payments associated with the acquisition of property and
equipment in 2014 for $2.1 million, as well as increase of investment made for certificate of deposit for $0.6 million.
Net cash provided by financing activities was $15.1 million for fiscal 2015, compared to net cash used in financing activities of $0.8 million
for the same period of last year. The increase in net cash provided from financing activities in 2015 was primarily attributable to (a) the
2014 Dividend, net of shareholder contribution for $2.7 million, compared to $18.6 million of capital contribution from our initial public
offering; (b) offset by repayment of short term borrowings for $3.6 million in 2015, compared to $0.5 million in 2014.
Recent Updates
On March 8, 2016, The Company provided an update on the use of proceeds from its initial public offering (the "IPO") and announced that
it has disbursed approximately $11 million of the IPO proceeds to increase the registered capital of Taizhou Fuling Plastics Co., Ltd.
("Taizhou Fuling") from $11 million to $22 million. Taizhou Fuling is a PRC company that is wholly owned by the Company through Total
Faith Holdings Limited. The Wenling Bureau of Commerce had granted Taizhou Fuling official approval for the increase in registered
capital. The Company is also investing approximately $8 million of the IPO proceeds in its business in the United States.
On March 3, 2016, Gilbert Lee, the Company's Chief Financial Officer, presented at VirtualInvestorConferences.com and provided a
comprehensive overview of the Company for investors.
On January 12, 2016, the Company announced that it had hosted a team of scientists from the Chinese Academy of Sciences' Technical
Institute of Physics and Chemistry ("TIPC") and Chinese Academy of Engineering ("CAE"), including CAE Academician Yicheng Wu,
TIPC Deputy Director Yong Huang and TIPC NRCEP Chief Engineer Junhui Ji. The purposes of the meeting were to review 2015
accomplishments and set directions in 2016 for Fuling's Academician and Expert Workstation (the "Workstation") and to further expand the
scope of cooperation and collaboration through the Workstation platform in jointly developing new plastics materials and technologies.
On October 30, 2015, the Company announced the pricing of its IPO of 4 million ordinary shares at price of $5.00 per share. The base IPO
was closed on November 2, 2015 and the Company's ordinary shares commenced trading on the NASDAQ Capital Market on November
4, 2015 under the ticker symbol "FORK". On November 12, 2015, the Company announced that the IPO underwriters had exercised their
over-subscription option to purchase an additional 38,423 shares at the IPO price of $5.00 per share. As a result, the Company had raised
$20,192,115 in gross proceeds, or $18,594,972 in net proceeds. In total the Company sold 4,038,423 ordinary shares in its IPO.
Earnings Conference Call
The Company will host its fourth quarter and fiscal year 2015 financial results conference call at 8:00 am Eastern Time (5:00 am Pacific
Time/8:00 pm Beijing Time) on Thursday, March 31, 2016. To attend the call, please use the information below for either dial-in access or
webcast access. When prompted on dial-in, ask for "Fuling Global Inc./ FORK".
Conference Call
Date:
Time:
International Toll Free:
Conference ID:
Thursday, March 31, 2016
8:00 am ET, U.S.
United States: +1 888-346-8982
Mainland China: 400-120-1203
Hong Kong: 800-905-945
International: +1 412-902-4272
Fuling Global Inc./FORK
Please dial in at least fifteen minutes before the call to ensure timely participation. For those unable to participate, an audio replay of the
conference call will be available beginning approximately one hour after the end of the live call through April 8, 2016. The audio replay
can be accessed by dialing +1-877-344-7529 within the United States or +1-412-317-0088 internationally, and entering access code No.
10083184.
About Fuling Global Inc.
Fuling Global Inc. ("Fuling Global") is a specialized producer and distributor of environmentally friendly plastic serviceware, with
precision manufacturing facilities in both the U.S. and China. The Company's plastic serviceware products include disposable cutlery,
drinking straws, cups, plates and other plastic products and are used by more than one hundred customers primarily from the U.S. and
Europe, including Subway, Wendy's, Burger King, KFC (China only), Walmart, McKesson, and Woolworths. More information about the
Company can be found at: http://ir.fulingglobal.com/.
Forward-Looking Statements
This press release contains information about Fuling Global's view of its future expectations, plans and prospects that constitute forward-
looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a
result of a variety of factors including, but not limited to, risks and uncertainties associated with its application of IPO proceeds, its ability to
raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its
brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and
assets into its portfolio of software and services, marketing and other business development initiatives, competition in the industry, general
government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the
technical skills and experience necessary to meet the requirements of its clients, and its ability to protect its intellectual property. Fuling
Global encourages you to review other factors that may affect its future results in Fuling Global's registration statement and in its other
filings with the Securities and Exchange Commission.
For more information, please contact:
At the Company:
Gilbert Lee, CFO
Email: ir@fulingplasticusa.com
Phone: +1-610-366-8070x1835
Web: http://ir.fulingglobal.com/
Investor Relations:
Tina Xiao
Weitian Group LLC
Email: fork@weitian-ir.com
Phone: +1-917-609-0333
FULING GLOBAL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
2015
December 31,
2014
ASSETS
$
$
LIABILITIES AND SHAREHOLDERS' EQUITY
$
Current Assets:
Cash and cash equivalents
Restricted cash
Certificates of deposit
Accounts receivable, net
Advances to supplier, net
Inventories, net
Prepaid expenses and other current assets
Total Current Assets
Property, plant and equipment, net
Intangible assets, net
Other non-current assets
Deferred tax assets
Total Assets
Current Liabilities:
Short term borrowings
Bank notes payable
Advances from customers
Accounts payable
Accrued and other liabilities
Taxes payable
Loan from third parties
Due to related parties
Total Current Liabilities
Total Liabilities
Commitments and contingencies
Shareholders' Equity
Common stock: $0.001 par value, 70,000,000 shares authorized, 15,732,795 and
11,666,667 shares issued and outstanding as of December 31, 2015 and December 31,
2014
Additional paid in capital
Statutory reserve
Retained earnings
Accumulated other comprehensive income
Total Fuling Global Inc.'s equity
Noncontrolling interest
Total Shareholders' Equity
15,573,554 $
2,129,162
3,186,892
14,725,030
312,328
13,493,685
425,477
49,846,128
21,556,866
1,778,264
2,228,900
319,252
75,729,410 $
15,264,827 $
2,839,783
597,226
10,972,851
1,808,135
743,147
184,851
-
32,410,820
1,399,714
2,348,170
1,352,716
13,018,702
739,002
14,935,076
906,705
34,700,085
20,517,240
1,650,037
356,425
-
57,223,787
19,524,207
3,244,333
695,873
14,194,154
1,316,921
560,253
195,249
38,273
39,769,263
32,410,820
39,769,263
15,733
29,722,127
2,868,844
10,182,213
392,450
43,181,367
137,223
43,318,590
11,667
11,108,133
1,862,365
3,147,151
1,094,617
17,223,933
230,591
17,454,524
Total Liabilities and Shareholders' Equity
$
75,729,410 $
57,223,787
FULING GLOBAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
Revenues
Cost of goods sold
Gross Profit
Operating Expenses
Selling expenses
General and administrative expenses
Research and development expenses
Total operating expenses
Income from Operations
Other Income (Expense):
Interest income
Interest expense
Subsidy income
Foreign currency transaction gain
Other income (expense), net
Total other income (expense), net
Income Before Income Taxes
Provision for Income Taxes
Net Income
Less: net (loss) income attributable to noncontrolling interest
Net income attributable to Fuling Global Inc.
Other Comprehensive Income
Foreign currency translation loss
Comprehensive Income
Earning per share
Basic and diluted
Weighted average number of shares
Basic and diluted
Cash dividends per share
Basic and diluted
For the Years Ended December 31,
2015
2014
$
91,293,675 $
67,646,107
23,647,568
83,181,113
61,103,936
22,077,177
6,436,821
6,149,411
2,091,513
14,677,745
6,064,466
3,879,615
2,484,566
12,428,647
8,969,823
9,648,530
53,019
(1,115,633)
901,852
476,576
104,942
420,756
41,448
(1,197,986)
597,122
36,163
(28,336)
(551,589)
9,390,579
9,096,941
1,442,406
1,368,798
$
7,948,173 $
7,728,143
(93,368)
241,975
8,041,541
7,486,168
$
$
(702,167)
7,339,374 $
(164,781)
7,321,387
0.65 $
0.64
12,335,072
11,666,667
$
- $
0.88
FULING GLOBAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
For the Years Ended December 31,
2015
2014
$
7,948,173 $
7,728,143
Stock based compensation
Deferred tax expense (benefit)
Depreciation and amortization
Bad debt provisions
Gain on disposal of fixed assets
Changes in operating assets:
Accounts receivable
Advances to suppliers
Inventories
Other assets
Changes in operating liabilities:
Accounts payable
Advance from customers
Taxes payable
Accrued and other liabilities
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment
Proceeds from disposal of property and equipment
Cash invested in certificates of deposit
Advance payments on equipment purchase
Purchase of intangible assets
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from short-term borrowings
Repayments of short-term borrowings
Proceeds from bank notes payable
Repayments of bank notes payable
Repayments of loans from related parties
Change of restricted cash
Proceeds from issuance of shares/capital contribution
Dividends paid to shareholders
Net cash provided by (used in) financing activities
23,088
(319,252)
2,681,293
36,938
-
(2,224,191)
364,925
1,184,796
95,350
(2,737,576)
(66,731)
425,412
548,382
7,960,607
(5,471,455)
-
(1,986,668)
(1,047,526)
(264,577)
(8,770,226)
42,684,057
(46,039,616)
5,318,470
(5,560,034)
(37,764)
97,928
18,594,972
-
15,058,013
-
155,705
1,707,496
33,252
37,466
(4,378,994)
30,592
(2,733,597)
(255,284)
1,728,498
262,743
605,132
468,916
5,390,068
(4,734,094)
73,508
(1,352,782)
-
-
(6,013,368)
39,549,931
(40,004,616)
3,244,492
(3,267,330)
(183,621)
2,605,466
7,530,000
(10,274,848)
(800,526)
EFFECT OF EXCHANGE RATES CHANGES ON CASH
(74,554)
124,745
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
14,173,840
(1,299,081)
CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR
1,399,714
2,698,795
CASH AND CASH EQUIVALENTS, ENDING OF THE YEAR
$
15,573,554.00 $
1,399,714
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest paid
Income tax paid
Non-cash investing activities:
Transfer from construction in progress to fixed assets
Transfer from advance payments to fixed assets
$
$
$
$
1,136,896 $
1,257,004 $
3,913,677 $
726,445 $
833,401
1,065,518
-
-