Ossen Innovation Co., Ltd.
Annual Report 2014

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 20-F ¨¨REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 OR ¨¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _____________. OR ¨¨SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report: Commission file number: 001-34999 Ossen Innovation Co., Ltd.(Exact name of Registrant as Specified in its Charter) British Virgin Islands(Jurisdiction of Incorporation or Organization) 518 Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China(Address of Principal Executive Offices) Feng PengTel: +86 (21) 6888-8886 Fax: +86 (21) 6888-8666518 Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China(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 ClassName of Each Exchange On Which RegisteredOrdinary shares, par value US$0.01 per share *Nasdaq Capital Market * Ordinary shares are not traded in the United States; rather they are deposited with JP Morgan Chase Bank, N.A., as Depositary. Each American DepositaryShare represents one (1) ordinary share. Securities registered or to be registered pursuant to Section 12(g) of the Act: None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None(Title of Class) The number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2014 was: 19,901,959 ordinary shares, parvalue $0.01 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨¨ No x 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 theSecurities Exchange Act of 1934. Yes ¨¨ No x 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 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes x 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 tobe 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 thatthe registrant was required to submit and post such files). Yes x 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 andlarge 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: xU.S. GAAP ¨¨ International Financial Reporting Standards as issued by the International AccountingStandards 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 Exchange Act). Yes ¨¨ No x  OSSEN INNOVATION CO., LTD.FORM 20-F ANNUAL REPORT TABLE OF CONTENTS Page PART I Item 1.Identity of Directors, Senior Management and Advisers1Item 2.Offer Statistics and Expected Timetable1Item 3.Key Information2Item 4.Information On The Company17Item 4A.Unresolved Staff Comments39Item 5.Operating And Financial Review And Prospects39Item 6.Directors, Senior Management And Employees58Item 7.Major Shareholders And Related Party Transactions63Item 8.Financial Information65Item 9.The Offer And Listing65Item 10.Additional Information67Item 11.Quantitative And Qualitative Disclosures About Market Risk79Item 12.Description Of Securities Other Than Equity Securities80 PART II Item 13.Defaults, Dividend Arrearages And Delinquencies81Item 14.Material Modifications To The Rights Of Security Holders And Use Of Proceeds81Item 15.Controls And Procedures81Item 16.[Reserved]83Item 16A.Audit Committee Financial Expert83Item 16B.Code Of Ethics83Item 16C.Principal Accountant Fees and Services84Item 16D.Exemptions From The Listing Standards For Audit Committees84Item 16E.Purchases Of Equity Securities By The Issuer And Affiliated Purchasers84Item 16F.Change In Registrant’s Certifying Accountant84Item 16G.Corporate Governance84Item 16H.Mine Safety Disclosure84 PART III Item 17.Financial Statements84Item 18.Financial Statements85Item 19.Exhibits85  PART I CERTAIN INFORMATION In this annual report on Form 20-F, unless otherwise indicated, “we,” “us,” “our,” the “Company” and “Ossen” refer to Ossen Innovation Co., Ltd., acompany organized in the British Virgin Islands, its predecessor entities and its subsidiaries. Unless the context indicates otherwise, all references to “China” and the “PRC” refer to the People’s Republic of China. All references to“Renminbi” or “RMB” are to the legal currency of the People’s Republic of China, all references to “U.S. dollars,” “dollars” and “$” are to the legal currencyof the United States and all references to “ADSs” refer to our American Depositary Shares, each of which represents one ordinary share. This annual reportcontains translations of Renminbi amounts into U.S. dollars at specified rates solely for the convenience of the reader. We make no representation that theRenminbi or U.S. dollar amounts referred to in this report could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at anyparticular rate or at all. On April 25, 2015, the cash buying rate announced by the People’s Bank of China was RMB6.131 to $1.00. FORWARD-LOOKING STATEMENTS This report contains “forward-looking statements” for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995that represent our beliefs, projections and predictions about future events. All statements other than statements of historical fact are “forward-lookingstatements,” including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management forfuture operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions orperformance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of theforegoing. Words such as “may”, “will”, “should”, “could”, “would”, “predicts”, “potential”, “continue”, “expects”, “anticipates”, “future”, “intends”,“plans”, “believes”, “estimates” and similar expressions, as well as statements in the future tense, identify forward-looking statements. These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause ouractual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in orimplied by such statements. Actual results may differ materially from expected results described in our forward-looking statements, including with respect tocorrect measurement and identification of factors affecting our business or the extent of their likely impact, and the accuracy and completeness of thepublicly available information with respect to the factors upon which our business strategy is based or the success of our business. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications ofwhether, or the times by which, our performance or results may be achieved. Forward-looking statements are based on information available at the time thosestatements are made and management’s belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actualperformance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause suchdifferences include, but are not limited to, those factors discussed under the headings “Risk Factors”, “Operating and Financial Review and Prospects,” andelsewhere in this report. ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not Applicable. ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable. 1 ITEM 3.KEY INFORMATION 3.A. Selected Financial Data The following selected financial information should be read in connection with, and is qualified by reference to, our consolidated financialstatements and their related notes and the section entitled “Operating and Financial Review and Prospects” included elsewhere in this annual report. Theconsolidated statements of income data for the fiscal years ended December 31, 2012, 2013 and 2014 and the balance sheet data as of December 31, 2012,2013 and 2014 are derived from audited consolidated financial statements included elsewhere in this annual report. The consolidated statements of incomedata for the fiscal years ended December 31, 2010 and 2011 and the balance sheet data as of December 31, 2010 and 2011 are not included in this annualreport. Our historical results for any prior period are not necessarily indicative of results to be expected in any future period. Year Ended December 31, 2014 2013 2012 2011 2010 (Audited) (Audited) (Audited) (Audited) (Audited) Revenues $123,571,455 $113,891,989 $122,397,886 $118,616,971 $117,453,024 Cost of goods sold 110,250,876 102,353,957 111,611,457 96,588,173 92,298,319 Gross profit 13,320,579 11,538,032 10,786,429 22,028,799 25,154,705 Selling and distribution expenses 772,383 625,500 917,074 1,216,504 660,934 General and administrative expenses 6,340,584 3,485,118 3,950,934 2,747,514 1,796,995 Total Operating Expenses 7,112,967 4,110,618 4,868,008 3,964,018 2,457,929 Income from operations 6,207,612 7,427,414 5,918,421 18,064,781 22,696,776 Interest expenses, net (2,401,268) (2,696,966) (3,556,045) (3,480,766) (2,437,426)Other income, net 907,941 558,426 911,430 609,666 151,757 Income before income taxes 4,714,285 5,288,874 3,273,806 15,193,681 20,411,107 Income taxes (578,727) (1,219,030) (575,428) (2,139,029) (2,865,372)Net income 4,135,558 4,069,844 2,716,378 13,054,652 17,545,735 Less: Net Income attributable to non-controlling interest 276,682 426,440 335,099 1,506,947 2,897,397 Net income attributable to controlling interest 3,858,876 3,643,404 2,381,279 11,547,704 14,648,338 Other comprehensive income Foreign currency translation gain 779,135 1,647,348 703,573 3,102,645 1,649,960 Total other comprehensive income 779,135 1,647,348 703,573 3,102,645 1,649,960 Comprehensive Income $4,638,011 $5,290,752 $3,084,852 $14,650,349 $16,298,298 Weighted average shares outstanding 19,901,959 19,901,959 19,942,333 20,000,000 15,150,685 Earnings per share* 0.19 0.18 0.12 0.58 0.97 * Calculation is based on net income attributable to controlling interest and the weighted average shares outstanding 2 Balance Sheets Data (at end of period) December 31, (in U.S. Dollars) 2014 2013 2012 2011 2010 (Audited) (Audited) (Audited) (Audited) (Audited) Cash and cash equivalents $684,592 $1,139,450 $1,996,764 $1,568,261 $12,322,982 Total current assets 159,358,503 169,273,347 165,023,097 145,364,377 117,189,235 Total long-term assets 11,405,994 12,755,970 21,958,617 23,273,153 23,897,940 Total assets 170,764,497 182,029,317 186,981,714 168,637,530 141,087,175 Total liabilities 67,355,476 83,534,989 94,204,578 79,270,536 68,424,038 Total shareholders’ equity 103,409,021 98,494,328 92,777,136 89,366,994 72,663,137 Total liabilities and shareholders’ equity 170,764,497 182,029,317 186,981,714 168,637,530 141,087,175 3.B. Capitalization and IndebtednessNot Applicable. 3.C. Reasons For The Offer And Use Of Proceeds Not Applicable. 3.D. Risk Factors An investment in our ADSs involves a high degree of risk. You should carefully consider the risks and uncertainties described below together withall other information contained in this annual report, including the matters discussed under the headings “Forward-Looking Statements” and “Operatingand Financial Review and Prospects” before you decide to invest in our ADSs. We are a holding company with substantial operations in China and aresubject to a legal and regulatory environment that in many respects differs from the United States. If any of the following risks, or any other risks anduncertainties that are not presently foreseeable to us, actually occur, our business, financial condition, results of operations, liquidity and our futuregrowth prospects could be materially and adversely affected. Risks Related to Our Business and Our Industry We have recently experienced, and expect to continue to experience, increased needs to finance our working capital requirements, which may materiallyand adversely affect our financial position and results of operations. Our need for cash in order to fund our operations has become more prominent over the past two years. Since 2013, a majority of the projects onwhich we have bid have required an up-front cash deposit. Yet, during this time period, local banks have generally maintained tighter lending policies thanin the past, thereby limiting our ability to borrow funds in order to win bids that we believe we otherwise could have won. Historically, we sold a significant portion of our products to international customers. In 2008, we collected approximately half of the revenuesgenerated by international sales by letter of credit, enabling us to convert our accounts receivable into cash more quickly, prepay our suppliers and reducethe amount of funds that we needed to finance our working capital requirements. However, at the end of 2008, as a result of the global economic crisis and inanticipation of the anti-dumping measures ultimately imposed by the U.S. and the European Union, we had to exit some of these international marketsentirely and turn to the domestic PRC customers, which currently generally pay between approximately 150 days and 180 days after receiving the materialsat the construction site. In June 2013, there was a temporary shortage of liquidity in the Chinese inter-bank market. In 2014, the Chinese governmentcontinued to follow a prudent monetary policy. As a result, some of our customers delayed purchase orders, and our average Days Sales Outstandingincreased to approximately 150 days in both 2014 and 2013. These longer payment terms have negatively impacted our short-term liquidity. We anticipatethat these extended payment terms will continue in 2015. 3 Although we have been able to maintain adequate working capital primarily through short-term borrowings, any failure by our customers to settleoutstanding accounts receivable in the future could materially and adversely affect our cash flow, financial condition and results of operations. We may needto seek alternative sources of capital, similar to the bond offering that one of our subsidiaries conducted in 2014, as further described below. Our operations are cash intensive, and our business could be adversely affected if we fail to maintain sufficient levels of liquidity and working capital. As of December 31, 2014, we had $0.7 million of cash and cash equivalents. Historically, we have spent a significant amount of cash on ouroperational activities, principally to procure raw materials for our products. In addition, we were required to provide cash deposits, instead of bank guaranteeletters, when we bid for projects in 2014, which resulted in further pressure on our working capital. We have financed our operations mainly through short-term bank loans and proceeds from bank acceptance notes in recent years. In December 2010, we conducted an initial public offering, the proceeds of whichwere intended to fuel our expansion but were used to fund working capital requirements due to tight lending conditions in China and unfavorable conditionsfor growth in 2014. In September 2014, our 81% owned subsidiary in Maanshan, Ossen Innovation Materials Co., Ltd., completed a private placement ofRMB 100 million (approximately $16.2 million) in aggregate principal amount of notes to certain accredited investors in China. The notes bear a fixedinterest rate of 10.75% per annum, payable annually in arrears, and mature on September 2, 2016. Ossen Materials used the net proceeds from the offering torepay short-terms loans and for general corporate and working capital purposes. The interest rate on these notes is higher than the interest rates of our bankloans, thereby requiring us to generate additional income or raise additional funds in order to repay these notes. Furthermore, if we fail to continue togenerate sufficient cash flow from bank loans or alternative financing sources, we may not have sufficient liquidity to fund our operating costs and growth,and our business could be adversely affected. Our short-term loans are from Chinese banks and are generally secured by our fixed assets, land use right, receivables and/or guarantees by relatedparties. The term of almost all such loans is one year or less. Historically, we have rolled over such loans on an annual basis. However, we may not havesufficient funds available to pay all of our borrowings upon maturity in the future. Failure to roll over our short-term borrowings at maturity or to service ourdebt could result in the imposition of penalties, including increases in interest rates, legal actions against us by our creditors, or even insolvency. Our ability to borrow from Chinese banks and the ability of our customers to borrow from Chinese banks are affected by the monetary policyimplemented by Chinese government from time to time. If credit policy is tightened in China, we and our customers may have difficulty to obtain or renewloans from Chinese banks. As a result, our liquidity level may be adversely impacted by issues such as longer receivable days from customers and reducedcredit lines from Chinese banks. We may issue debt and equity securities that are senior to our ordinary shares as to distributions and in liquidation, which could negatively affect the valueof our ordinary shares. If available liquidity is not sufficient to meet our operating and loan obligations as they come due, our plans include considering pursuingalternative financing arrangements, reducing expenditures as necessary, or limiting our plans for expansion to meet our cash requirements. However, there isno assurance that, if required, we will be able to raise additional capital, reduce discretionary spending or efficiently limit our expansion to provide therequired liquidity. Currently, the capital markets for small capitalization companies are extremely difficult and banking institutions have become stringent intheir lending requirements. Accordingly, we cannot be sure of the availability or terms of any third party financing. If we are unable to raise additionalfinancing, we may be unable to implement our long-term business plan, develop or enhance our products, take advantage of future opportunities or respondto competitive pressures on a timely basis. In the alternative, if we raise capital by issuing equity or convertible debt securities, such issuances could result in substantial dilution to ourshareholders. In addition, such issuances could include issuances of senior notes, subordinated notes, preferred shares or common shares. In the event of ourliquidation, our lenders and holders of its debt or preferred securities would receive a distribution of our available assets before distributions to the holders ofour ADSs. Our decision to incur debt and issue securities in future offerings will depend on market conditions and other factors beyond our control. Wecannot predict or estimate the amount, timing or nature of future offerings and debt financings. Future offerings could reduce the value of shares of our ADSsand dilute your investment. 4 We face intense competition, and if we are unable to compete effectively we may not be able to maintain profitability. We compete with many other companies located in the PRC and internationally that manufacture materials similar to ours. Many of our competitorsare larger companies with greater financial resources than us. Intense competition in a challenging economic environment in the PRC has put pressure on ourmargins in recent years and may adversely affect our future financial performance. Moreover, intense competition may result in potential or actual litigationbetween us and our competitors relating to such activities as competitive sales practices, relationships with key suppliers and customers or other matters. In 2013 and 2014, we generated revenue of approximately $90.6 million and $97.6 million, respectively, or 79.5% and 79.0%, respectively, of ourtotal revenue, from sales of our rare earth coated PC wires and PC strands. We believe that we are the only prestressed steel material manufacturer in the PRCthat currently manufactures rare earth coated prestressed steel materials for bridge construction. While we believe that our rare earth coating capabilitiesprovide us with a competitive advantage among our competitors, it is likely that our competitors will seek to develop similar competing products in the nearfuture. Furthermore, in 2014, gross margins for our coated products was lower than the gross margins for our plain surface products due to pricing pressure,which trend might continue in the future. We intend to continue to expend research and development efforts to advance our rare earth coating applicationseven further. However, there can be no assurance that our initial competitive advantage will be retained and that one or more competitors will not developproducts that are equal or superior to ours in quality or are better priced than our rare earth coated products. Our revenues are highly dependent on a limited number of customers and the loss of any one of our major customers could materially and adversely affectour growth and our revenues. During the years ended December 31, 2014, 2013 and 2012, our six largest customers contributed 74.9%, 61.3% and 78.1% of our total sales,respectively. As a result of our reliance on a limited number of customers, we may face pricing and other competitive pressures, which may have a materialadverse effect on our profits and our revenues. The volume of products sold for specific customers varies from year to year, especially since we are not theexclusive provider for any customers. In addition, there are a number of factors, other than our performance, that could cause the loss of a customer or asubstantial reduction in the products that we provide to any customer and that may not be predictable. For example, our customers may decide to reducespending on our products or a customer may no longer need our products following the completion of a project. The loss of any one of our major customers, adecrease in the volume of sales to these customers or a decrease in the price at which we sell our products to them could materially adversely affect our profitsand our revenues. In addition, this customer concentration may subject us to perceived or actual leverage that our customers may have in negotiations with us, giventheir relative size and importance to us. If our customers seek to negotiate their agreements on terms less favorable to us and we accept such unfavorableterms, such unfavorable terms may have a material adverse effect on our business, financial condition and results of operations. Accordingly, unless and untilwe diversify and expand our customer base, our future success will significantly depend upon the timing and volume of business from our largest customersand the financial and operational success of these customers. As we expand our operations, we may need to establish a more diverse supplier network for our raw materials. The failure to secure a more diverse andreliable supplier network could have an adverse effect on our financial condition. We currently purchase almost all of our raw materials from a small number of suppliers. Purchases from our five largest suppliers amounted to 95.1%,91.6% and 97.6% of our raw material purchases in the years ended December 31, 2014, 2013 and 2012, respectively. In the event that we need to diversifyour supplier network, we may not be able to procure a sufficient supply of raw materials at a competitive price, which could have an adverse effect on ourresults of operations, financial condition and cash flows. 5 Furthermore, despite our efforts to control our supply of raw materials and maintain good relationships with our existing suppliers, we could lose oneor more of our existing suppliers at any time. The loss of one or more key suppliers could increase our reliance on higher cost or lower quality supplies, whichcould negatively affect our profitability. Any interruptions to, or decline in, the amount or quality of our raw materials supply could materially disrupt ourproduction and adversely affect our business, financial condition and financial prospects. Volatile steel prices can cause significant fluctuations in our operating results. Our revenues and operating income could decrease if steel prices decline orif we are unable to pass price increases on to our customers. Our principal raw material is high carbon steel wire rods that we typically purchase from multiple primary steel producers. The steel industry as awhole is cyclical and, at times, pricing and availability of steel can be volatile due to numerous factors beyond our control, including general domestic andinternational economic conditions, labor costs, sales levels, competition, levels of inventory held by us and other steel service centers, consolidation of steelproducers, higher raw material costs for steel producers, import duties and tariffs and currency exchange rates. This volatility can significantly affect theavailability and cost of raw materials for us. We, like many other steel manufacturers, maintain substantial inventories of steel to accommodate the short lead times and just-in-time deliveryrequirements of our customers. Accordingly, we purchase steel in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy theanticipated needs of our customers based upon historic buying practices, supply agreements with customers and market conditions. Our commitments topurchase steel are generally at prevailing market prices in effect at the time we place our orders. We have no long-term, fixed-price steel purchase contracts.When steel prices increase competitive conditions will influence how much of the price increase we can pass on to our customers. To the extent we are unableto pass on future price increases in our raw materials to our customers, the revenues and profitability of our business could be adversely affected. When steel prices decline customer demands for lower prices and our competitors' responses to those demands could result in lower sale prices, lowermargins and inventory valued at the lower of cost or market adjustments as we use existing steel inventory. Significant or rapid declines in steel prices orreductions in sales volumes could result in us incurring inventory or goodwill impairment charges. Therefore, changing steel prices could significantlyimpact our revenues, gross margins, operating income and net income. In 2014, steel supply continued to outpace demand as China’s economic growth slowed and growth in steel demand in China remained weak. As aresult, the average price of steel products, including our principal raw materials, declined. This decline has resulted in lower sales prices and lower margins forour coated products, which comprised approximately 88.3% and 87.1% of our overall revenue in 2013 and 2014, respectively. We expect steel supply willcontinue to outpace demand and steel prices will remain at low levels in 2015. We are subject to various risks and uncertainties that might affect our ability to procure quality raw materials. Our performance depends on our ability to procure low cost, high quality raw materials on a timely basis from our suppliers. Our suppliers are subjectto certain risks, including availability of raw materials, labor disputes, inclement weather, natural disasters, and general economic and political conditions,which might limit the ability of our suppliers to provide us with low cost, high quality merchandise on a timely basis. Furthermore, for these or other reasons,one or more of our suppliers might not adhere to our quality control standards, and we might not identify the deficiency. Our suppliers’ failure to supplyquality materials at a reasonable cost on a timely basis could reduce our net sales, damage our reputation and have an adverse effect on our financialcondition. We may lose our competitive advantage, and our operations may suffer, if we fail to prevent the loss or misappropriation of, or disputes over, ourintellectual property. We rely on a combination of patents, trademarks, trade secrets and confidentiality agreements to protect our intellectual property rights. While weare not currently aware of any infringement on our intellectual property rights, our ability to compete successfully and to achieve future revenue growth willdepend, in significant part, on our ability to protect our proprietary technology. Despite many laws and regulations promulgated, and other efforts made, byChina over the past several years in an attempt to protect intellectual property rights, intellectual property rights are not as certain in China as they would bein many Western countries, including the United States. Furthermore, enforcement of such laws and regulations in China has not been fully developed.Neither the administrative agencies nor the court systems in China are as equipped as their counterparts in developed countries to deal with violations orhandle the nuances and complexities between compliant technological innovation and non-compliant infringement. 6 Our rare earth coating technology is protected through a combination of patents, trade secrets, confidentiality agreements and other methods.However, our competitors may independently develop proprietary methodologies similar to ours or duplicate our products, or develop alternatives, whichcould have a material adverse effect on our business, results of operations and financial condition. The misappropriation or duplication of our intellectualproperty could disrupt our ongoing business, distract our management and employees, reduce our revenues and increase our expenses. We may need tolitigate to enforce our intellectual property rights. Any such litigation could be time consuming and costly and the outcome of any such litigation cannot beguaranteed. Our revenues, expenses and profits are difficult to predict and can vary significantly from quarter to quarter. This could cause the trading price of ourordinary shares to decline. Our operating results may vary significantly from quarter to quarter. Therefore, we believe that period-to-period comparisons of our results ofoperations are not necessarily meaningful and should not be relied upon as an indication of our future performance. It is possible that in the future some ofour quarterly results of operations may be below the expectations of market analysts and our investors, which could lead to a significant decline in thetrading price of our ordinary shares. Factors which affect the fluctuation of our revenues, expenses and profits include: ·delays or cancellations of railway or infrastructure projects in China due to unexpected accidents or to financial or other issues confrontingthe Ministry of Railways or other PRC governmental agencies overseeing these industries; ·changes in prices of our raw materials, with higher prices leading to reduced operating income; ·variations, expected or unexpected, in the duration, size, timing and scope of purchase orders; ·changes in our pricing policies or those of our competitors; ·changes in compensation, which may reduce our gross profit for the quarter in which they are effected; ·our inability to manage costs, including those related to our raw materials, personnel, infrastructure and facilities; ·exchange rate fluctuations; and ·general economic conditions. A portion of our expenses, particularly those related to personnel and facilities are generally fixed in advance of any particular quarter. As a result,unanticipated variations in the number and timing of our purchase orders or prices of our raw materials may cause significant variations in our operatingresults in any particular quarter. Our success depends in large part upon our senior management and key personnel. Our inability to attract and retain these individuals could materiallyand adversely affect our business, results of operations and financial condition. 7 We are highly dependent on our senior management and other key employees, including our Chairman, Dr. Tang and our Chief Executive Officer,Mr. Hua. Our future performance will be dependent upon the continued service of members of our senior management and key employees. We do notmaintain key man life insurance for any of the members of our management team or other key personnel. Competition for senior management in our industryis intense, and we may not be able to retain our senior management and key personnel or attract and retain new senior management and key personnel in thefuture, which could materially and adversely affect our business, results of operations and financial condition. We have limited insurance coverage and may incur losses resulting from product liability claims, business interruption or natural disasters. We are exposed to risks associated with product liability claims in the event that the use of our products results in property damage or personalinjury. Since our products are ultimately incorporated into bridges, buildings, railways and other large structures, it is possible that users of these structures orpeople installing our products could be injured or killed by such structures, whether as a result of defects, improper installation or other causes. Because wecontinue to expand our customer base and because our products are used for long periods of time, we are unable to predict whether product liability claimswill be brought against us in the future or to predict the impact of any resulting adverse publicity on our business. The successful assertion of productliability claims against us could result in potentially significant monetary damages and require us to make significant payments. We do not carry productliability insurance and may not have adequate resources to satisfy a judgment in the event of a successful claim against us. As the insurance industry in Chinais still in its early stages of development, even the insurance that we currently carry offers limited coverage compared with that offered in many othercountries. Any business interruption or natural disaster could result in substantial losses and diversion of our resources and materially and adversely affectour business, financial condition and results of operations. Our chairman owns a large percentage of our outstanding stock and could significantly influence the outcome of our corporate matters. Dr. Tang owns approximately 59.4% of our outstanding ordinary shares, reflecting a majority equity interest in our company. As our majorityshareholder, Dr. Tang is able to elect our board of directors, and determine the outcome of all matters requiring the approval of the holders of a majority of ouroutstanding shares. This concentration of ownership in our shares by Dr. Tang limits your ability to influence corporate matters and may have the effect ofdelaying or preventing a third party from acquiring control over us. In addition, sales of significant amounts of ordinary shares held by Dr. Tang, or theprospect of these sales, could adversely affect the market price of our ordinary shares. If we are unable to maintain appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations,result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, and cause investors to loseconfidence in our reported financial information. Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. As a public company, we havesignificant requirements for enhanced financial reporting and internal controls. We are required to document and test our internal control procedures in orderto satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, which requires annual management assessments of the effectiveness of ourinternal controls over financial reporting and, for many companies, a report by the independent registered public accounting firm addressing theseassessments. The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes inour business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate tosatisfy our reporting obligations as a public company. We cannot assure you that we will not in the future identify areas requiring improvement in our internal control over financial reporting. In addition,we cannot assure you that the measures we will take to remediate any areas in need of improvement will be successful or that we will implement and maintainadequate controls over our financial processes and reporting in the future as we continue our growth. If we are unable to establish appropriate internalfinancial reporting controls and procedures, it could cause us to fail to comply with Sarbanes-Oxley and meet our reporting obligations, result in therestatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, and cause investors to lose confidence inour reported financial information. 8 We incur increased costs as a result of being a public company. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. The rules andregulations to which public companies are subject, including the Sarbanes-Oxley Act of 2002, have increased our legal, accounting and financial compliancecosts since we went public in December 2010, and make certain corporate activities more time-consuming and costly. In addition, we now incur additionalcosts associated with our public company reporting requirements. Risks Related to Doing Business in China Changes in China’s political or economic situation could harm us and our operating results. Economic reforms adopted by the Chinese government have had a positive effect on the economic development of the country, but the governmentcould change these economic reforms or any of the legal systems at any time. This could either benefit or damage our operations and profitability. Some ofthe things that could have this effect are: ·Level of government involvement in the economy; ·Control of foreign exchange; ·Methods of allocating resources; ·Balance of payments position; ·International trade restrictions; and ·International conflict. The Chinese economy differs from the economies of most countries belonging to the Organization for Economic Cooperation and Development, orOECD, in many ways. For example, state-owned enterprises still constitute a large portion of the Chinese economy, and weak corporate governance and thelack of a flexible currency exchange policy still prevail in China. As a result of these differences, we may not develop in the same way or at the same rate asmight be expected if the Chinese economy were similar to those of the OECD member countries. The PRC government exerts substantial influence over the infrastructure sector and the manner in which we must conduct our business activities. The PRC government has exercised, and continues to exercise, substantial control over virtually every sector of the Chinese economy throughregulation and state ownership, including the infrastructure sector where we have been doing our business. Any government decisions or actions to postpone,change or halt the construction of certain types of infrastructure projects for any reason, such as the high speed railway accident in July 2011 in South Chinaor any decisions the government might make to cut spending, could adversely impact our business and results of operations. In addition, our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, import andexport tariffs, environmental regulations, land use rights, property, and other matters. We believe that our operations in China are in material compliance withall applicable legal and regulatory requirements. However, the central or local governments of the jurisdictions in which we operate may impose new, stricterregulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with suchregulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms andto return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect oneconomic conditions in China or particular regions thereof. 9 You may have difficulty enforcing judgments against us. Our assets are located, and our operations are conducted, in the PRC. In addition, substantially all of our directors and officers are nationals andresidents of the PRC and a substantial portion of their assets is located outside the United States. As a result, it may be difficult to effect service of processwithin the United States upon these persons. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments ofU.S. courts because China does not have any treaties or other arrangements that provide for the reciprocal recognition and enforcement of foreign judgmentswith the United States. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or ourdirectors and officers if they decide that the judgment violates basic principles of PRC law or national sovereignty, security, or the public interest. Most of our revenues are denominated in Renminbi, which is not freely convertible for capital account transactions and may be subject to exchange ratevolatility. We are exposed to the risks associated with foreign exchange controls and restrictions in China, as our revenues are primarily denominated inRenminbi, which is currently not freely exchangeable. The PRC government imposes control over the convertibility between Renminbi and foreigncurrencies. Under the PRC foreign exchange regulations, payments for “current account” transactions, including remittance of foreign currencies for paymentof dividends, profit distributions, interest and operation-related expenditures, may be made without prior approval but are subject to procedural requirements.Strict foreign exchange control continues to apply to “capital account” transactions, such as direct foreign investment and foreign currency loans. Thesecapital account transactions must be approved by, or registered with, the PRC State Administration of Foreign Exchange, or SAFE. Further, capitalcontribution by an offshore shareholder to its PRC subsidiaries may require approval by the Ministry of Commerce in China or its local counterparts. Wecannot assure you that we are able to meet all of our foreign currency obligations to remit profits out of China, to pay dividends, or to fund operations inChina. On August 29, 2008, SAFE promulgated the Circular on the Relevant Operating Issues concerning the Improvement of the Administration ofPayment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or Circular 142, to regulate the conversion by foreign investedenterprises, or FIEs, of foreign currency into Renminbi by restricting how the converted Renminbi may be used. Circular 142 requires that Renminbiconverted from the foreign currency-dominated capital of a FIE may be used only for purposes within the business scope approved by the applicablegovernment authority and may not be used for equity investments within the PRC unless specifically provided. In addition, SAFE strengthened its oversightover the flow and use of Renminbi funds converted from the foreign currency-dominated capital of a FIE. The use of such Renminbi may not be changedwithout approval from SAFE, and may not be used to repay Renminbi loans if the proceeds of such loans have not yet been used. Compliance with Circular142 may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business. Fluctuation in the value of the Renminbi and of the U.S. dollar may have a material adverse effect on investments in our ADSs. A significant portion of our revenues are denominated in Renminbi. Any significant revaluation of the Renminbi may have a material adverse effecton the U.S. dollar equivalent amount of our revenues and financial condition as well as on the value of, and any dividends payable on, our ordinary shares inforeign currency terms. For instance, a decrease in the value of Renminbi against the U.S. dollar could reduce the U.S. dollar equivalent amounts of ourfinancial results, the value of your investment in our ordinary shares and the dividends we may pay in the future, if any, all of which may have a materialadverse effect on the prices of our ADSs. Prior to 1994, the Renminbi experienced a significant net devaluation against most major currencies, and there was significant volatility in theexchange rate during certain periods. Upon the execution of the unitary managed floating rate system in 1994, the Renminbi was devalued by 50% againstthe U.S. dollar. Since 1994, the Renminbi to U.S. dollar exchange rate has largely stabilized. On July 21, 2005, the People’s Bank of China announced thatthe exchange rate of U.S. dollar to Renminbi would be adjusted from $1 to RMB8.27 to $1 to RMB8.11, and it ceased to peg the Renminbi to the U.S. dollar.Instead, the Renminbi would be pegged to a basket of currencies, whose components would be adjusted based on changes in market supply and demandunder a set of systematic principles. On September 23, 2005, the PRC government widened the daily trading band for Renminbi against non-U.S. dollarcurrencies from 1.5% to 3.0% to improve the flexibility of the new foreign exchange system. Since the adoption of these measures, the value of Renminbiagainst the U.S. dollar has fluctuated on a daily basis within narrow ranges, but overall has further strengthened against the U.S. dollar. In June 2011, thePeople’s Bank of China announced its intention to increase the flexibility of the Renminbi’s exchange rate. There remains significant international pressureon the PRC government to further liberalize its currency policy, which could result in a further and more significant appreciation in the value of theRenminbi against the U.S. dollar. The Renminbi may be revalued further against the U.S. dollar or other currencies, or may be permitted to enter into a full orlimited free float, which may result in an appreciation or depreciation in the value of the Renminbi against the U.S. dollar or other currencies. 10 China’s legal system is different from those in some other countries. China is a civil law jurisdiction. Under the civil law system, prior court decisions may be cited as persuasive authority but do not have bindingprecedential effect. Although progress has been made in the promulgation of laws and regulations dealing with economic matters, such as corporateorganization and governance, foreign investment, commerce, taxation and trade, China’s legal system remains less developed than the legal systems in manyother countries. Furthermore, because many laws, regulations and legal requirements have been recently adopted, their interpretation and enforcement by thecourts and administrative agencies may involve uncertainties. Sometimes, different government departments may have different interpretations. Licenses andpermits issued or granted by one government authority may be revoked by a higher government authority at a later time. Government authorities may declineto take action against unlicensed operators which may work to the disadvantage of licensed operators, including us. The PRC legal system is based in part ongovernment policies and internal rules that may have a retroactive effect. We may not be aware of our violation of these policies and rules until sometimeafter the violation. Changes in China’s legal and regulatory framework, the promulgation of new laws and possible conflicts between national and provincialregulations could adversely affect our financial condition and results of operations. In addition, any litigation in China may result in substantial costs anddiversion of resources and management attention. Our business and financial performance may be materially adversely affected if the PRC regulatory authorities determine that our acquisition of OssenMaterials constitutes a round-trip investment without MOFCOM approval. On August 8, 2006, six PRC regulatory agencies promulgated the Regulation on Mergers and Acquisitions of Domestic Companies by ForeignInvestors, or the 2006 M&A Rule, which became effective on September 8, 2006. According to the 2006 M&A Rule which was amended by the Ministry ofCommerce on June 22, 2009, a “round-trip investment” is defined as having taken place when a PRC business that is owned by PRC individuals is sold to anon-PRC entity that is established or controlled, directly or indirectly, by those same PRC individuals. Under the 2006 M&A Rules which was amended bythe Ministry of Commerce on June 22, 2009, any round-trip investment must be approved by MOFCOM, and any indirect arrangement or series ofarrangements which achieves the same end result without the approval of MOFCOM is a violation of PRC law. However, the PRC regulatory authorities may take the view that the acquisition of shares in our PRC operating subsidiaries and the share exchangebetween our predecessor, Ultra Glory, and our subsidiary, Ossen Materials Group, are part of an overall series of arrangements which constitute a round-tripinvestment. If the PRC regulatory authorities take this view, we cannot assure you we may be able to obtain the approval required from MOFCOM. It is alsopossible that the PRC regulatory authorities could invalidate our acquisition and ownership of our Chinese subsidiaries, and that these transactions requirethe prior approval of the China Securities Regulatory Commission, or CSRC, before MOFCOM approval is obtained. 11 If these regulatory actions occur, we cannot assure you that we will be able to re-establish control of our Chinese subsidiaries’ business operations,that any such contractual arrangements will be protected by PRC law, or that we would receive as complete or effective an economic benefit and control ofour Chinese subsidiaries’ business as if we had direct ownership of our Chinese subsidiaries. All employee participants in our share incentive plans who are PRC citizens may be required to register with the SAFE. We may also face regulatoryuncertainties that could restrict our ability to adopt additional option plans for our directors and employees under PRC law. In December 2006, the People’s Bank of China promulgated the Administrative Measures for Individual Foreign Exchange, which set forth therespective requirements for foreign exchange transactions by PRC individuals under either current account or the capital account. In January 2007, the SAFEissued the Implementation Rules of the Administrative Measures for Individual Foreign Exchange, which, among other things, specified approvalrequirements for certain capital account transactions such as a PRC citizen’s participation in the employee stock ownership plans or stock option plans of anoverseas publicly-listed company. On March 28, 2007, the SAFE promulgated the Processing Guidance on Foreign Exchange Administration for DomesticIndividuals Participating in Employee Stock Ownership Plans or Stock Option Plans of Overseas-Listed Companies, or the Stock Option Rule. Under theStock Option Rule, PRC citizens who are granted stock options by an overseas publicly-listed company are required, through a qualified PRC domestic agentor PRC subsidiary of such overseas publicly-listed company, to register with the SAFE and complete certain other procedures. We and our PRC citizen employees participating in our stock incentive plan are subject to the Stock Option Rule. Failure to comply with the StockOption Rule and other relevant rules will subject us or our PRC citizen employees participating in our stock incentive plan to fines and other legal oradministrative sanctions and impose restrictions on our execution of option plans, including the grant of options under such plans to our employees, whichcould adversely affect our business operations. Under the New Enterprise Income Tax Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorabletax consequences to us and our non-PRC shareholders. China passed a New Enterprise Income Tax Law, or the New EIT Law, which became effective on January 1, 2008. Under the New EIT Law, anenterprise established outside of China with de facto management bodies within China is considered a resident enterprise, meaning that it can be treated in amanner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the New 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. In addition, acircular issued by the State Administration of Taxation on April 22, 2009 clarified that dividends and other income paid by such resident enterprises will beconsidered to be PRC source income, subject to PRC withholding tax, currently at a rate of 10%, when recognized by non-PRC enterprise shareholders. Thisrecent circular also subjects such resident enterprises to various reporting requirements with the PRC tax authorities. Although substantially all of our management is currently located in the PRC, it remains unclear whether the PRC tax authorities would require orpermit our overseas registered entities to be treated as PRC resident enterprises. We do not currently consider our company to be a PRC resident enterprise.However, if the PRC tax authorities determine that we are a resident enterprise for PRC enterprise income tax purposes, a number of unfavorable PRC taxconsequences 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 enterpriseincome tax reporting obligations. In our case, this would mean that income such as interest on offering proceeds and non-China source income would besubject to PRC enterprise income tax at a rate of 25%. Second, although under the New EIT Law and its implementing rules dividends paid to us from ourPRC subsidiaries would qualify as tax-exempt income, we cannot guarantee that such dividends will not be subject to a 10% withholding tax, as the PRCforeign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing of outbound remittancesto entities that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, it is possible that future guidance issued with respect to thenew resident enterprise classification could result in a situation in which a 10% withholding tax is imposed on dividends we pay to our non-PRCshareholders and with respect to gains derived by our non-PRC shareholders from transferring our shares. 12 Restrictions under PRC law on our PRC subsidiaries' ability to pay dividends and make other distributions could materially and adversely affect ourability to grow, make investments or acquisitions that could benefit our business, pay dividends to you, and otherwise fund and conduct our business. Our revenues are generated by our PRC subsidiaries. However, PRC regulations restrict the ability of our PRC subsidiaries to pay dividends andmake other payments to their offshore parent company. PRC legal restrictions permit payments of dividends by our PRC subsidiaries only out of theiraccumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. Our PRC subsidiaries are also required underPRC laws and regulations to allocate at least 10% of their annual after-tax profits determined in accordance with PRC GAAP to a statutory general reservefund until the amounts in said fund reaches 50% of their registered capital. Allocations to these statutory reserve funds can be used only for specific purposesand are not transferable to us in the form of loans, advances, or cash dividends. Any limitations on the ability of our PRC subsidiaries to transfer funds to uscould materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends andotherwise fund and conduct our business. Any failure to comply with PRC environmental laws may require us to incur significant costs. We carry on our business in an industry that is subject to PRC environmental protection laws and regulations. These laws and regulations requireenterprises engaged in manufacturing and construction that may cause environmental waste to adopt effective measures to control such waste. In addition,such enterprises are required to pay fines, or to cease operations entirely under extreme circumstances, should they discharge waste substances. The Chinesegovernment may also change the existing laws or regulations or impose additional or stricter laws or regulations, compliance with which may cause us toincur significant capital expenditures, which we may be unable to pass on to our customers through higher prices for our products. We must comply with the Foreign Corrupt Practices Act. We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies from making prohibited paymentsto foreign officials for the purpose of obtaining or retaining business. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur fromtime to time in mainland China. If any of our non-U.S. listed competitors that are not subject to the Foreign Corrupt Practices Act engage in these practices,they may receive preferential treatment and secure business from government officials in a way that is unavailable to us. Furthermore, although we inform ourpersonnel that such practices are illegal, we cannot assure you that our employees or other agents will not engage in illegal conduct for which we might beheld responsible under U.S. law. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties. Because our funds are held in banks that do not provide insurance, the failure of any bank in which we deposit our funds could affect our ability tocontinue our business operations. Banks and other financial institutions in the PRC do not provide insurance for funds held on deposit. Recently the Chinese government announcedthat it will implement the bank deposit insurance program on May 1, 2015. Financial institutions will be required to pay insurance premiums into a fund thatwill be managed by an agency appointed by the State Council. The program is designed to return bank clients' deposits if their bank suffers insolvency orbankruptcy. The reimbursement will be drawn from the new fund in the case of the deposit being RMB500,000 (81,433 U.S. dollars) or less. However, theimplementation and impact of this program are uncertain. As a result, in the event of a bank failure, we may not have access to funds on deposit. Dependingupon the amount of money we maintain in a bank that fails, our inability to have access to our cash could impair our operations, and, if we are not able toaccess funds to pay our suppliers, employees and other creditors, we may be unable to continue our business operations. If relations between the United States and China worsen, investors may be unwilling to hold or buy our ordinary shares and our share price may decrease. 13 At various times during recent years, the United States and China have had significant disagreements over political and economic issues.Controversies may arise in the future between these two countries. Any political or trade controversies between the United States and China, whether or notdirectly related to our business, could reduce the price of our ordinary shares. If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expendsignificant resources to investigate and resolve the matter which could harm our business operations, stock price and reputation and could result in a lossof your investment in our stock, especially if such matter cannot be addressed and resolved favorably. In recent years, U.S. public companies that have substantially all of their operations in China, particularly companies that have completed reversemerger transactions, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies,such as the United States Securities and Exchange Commission. Much of the scrutiny, criticism and negative publicity has centered around financial andaccounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack ofadherence thereto and, in many 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, or were in therecent past, subject to shareholder lawsuits, SEC enforcement actions and are conducting internal and external investigations into the allegations. It is notclear what effect this sector-wide scrutiny, criticism and negative publicity will have on our Company, our business and our stock price. If we become thesubject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigatesuch allegations and/or defend our Company. This situation will be costly and time consuming and distract our management from growing our Company. Ifsuch allegations are not proven to be groundless, our Company and business operations will be severely impacted and your investment in our stock could berendered worthless. The disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodiesin the PRC. Accordingly, our public disclosure should be reviewed in light of the fact that no governmental agency that is located in China wheresubstantially all of our operations and business are located have conducted any due diligence on our operations or reviewed or cleared any of ourdisclosures. We are regulated by the SEC and our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulationspromulgated by the SEC under the Securities Act and the Exchange Act. Unlike public reporting companies whose operations are located primarily in theUnited States, however, substantially all of our operations are located in China. Since substantially all of our operations and business take place in China, itmay be more difficult for the Staff of the SEC to overcome the geographic and cultural obstacles that are present when reviewing our disclosures. These sameobstacles are not present for similar companies whose operations or business take place entirely or primarily in the United States. Furthermore, our SECreports and other disclosures and public pronouncements are not subject to the review or scrutiny of any PRC regulatory authority. For example, thedisclosure in our SEC reports and other filings are not subject to the review of China Securities Regulatory Commission, a PRC regulator that is tasked withoversight of the capital markets in China. Accordingly, you should review our SEC reports, filings and our other public pronouncements with theunderstanding that no local regulator has done any due diligence on our Company and with the understanding that none of our SEC reports, other filings orany of our other public pronouncements has been reviewed or otherwise been scrutinized by any local regulator. Risks Related to Our ADSs We may not be able to sustain the trading market of our ADSs. Our ADSs are listed for trading on the NASDAQ Capital Market. On August 12, 2014, we received a letter from the NASDAQ Stock Market statingthat for the previous 30 consecutive business days, the closing bid price of our ADSs was below the minimum bid price of $1.00 per share for continuedlisting on the NASDAQ Global Market (the “Minimum Bid Price Rule”). In accordance with NASDAQ Marketplace Rule 5810(c)(3)(A), we were providedwith a period of 180 calendar days, or until February 10, 2015, to regain compliance with the Minimum Bid Price Rule. On February 10, 2015, we received aletter from the NASDAQ Stock Market stating that while we had not regained compliance with the Minimum Bid Price Rule, we were eligible for anadditional 180-day grace period, until August 10, 2015 to regain compliance with the Minimum Bid Price Rule. However, we cannot be sure that the price ofour ADSs will comply with this requirement for continued listing on the NASDAQ Capital Market in the future. If we were not able to do so, our ADSs wouldbe subject to delisting and would likely trade on the over-the-counter market. If our ADSs were to trade on the over-the-counter market, selling our ADSscould be more difficult because smaller quantities of our ADSs would likely be bought and sold, transactions could be delayed, and security analysts’coverage of us may be reduced. In addition, broker-dealers have certain regulatory burdens imposed upon them, which may discourage broker-dealers fromeffecting transactions in our ADSs, further limiting the liquidity of our ADSs. As a result, the market price of our ADSs may be depressed, and you may find itmore difficult to sell our ADSs. Such delisting from the NASDAQ Capital Market and continued or further declines in our ADS price could also greatly impairour ability to raise additional necessary capital through equity or debt financing. 14 The market price for our ADSs may be volatile. The market price for our ADSs is highly volatile and subject to wide fluctuations in response to various factors, including the following: ·actual or anticipated fluctuations in our quarterly operating results and revisions to our expected results; ·changes in financial estimates by securities research analysts; ·conditions in the markets for our products; ·changes in the economic performance or market valuations of companies specializing in our industry or our customers or their industries; ·changes in market valuations of U.S. listed companies headquartered in China, and in particular small capitalization companies; ·announcements by us or our competitors of new products, acquisitions, strategic relationships, joint ventures or capital commitments; ·addition or departure of our senior management and key personnel; ·fluctuations of exchange rates between the Renminbi and the U.S. dollar; ·litigation related to our intellectual property; ·release or expiry of transfer restrictions on our outstanding ordinary shares; and ·sales or perceived potential sales of our ADSs. In addition, the securities market has from time to time, and to an even greater degree since the last quarter of 2007, experienced significant priceand volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also have a materialadverse effect on the market price of our ADSs. In the event that market price of our ADSs is below $1 for more than 30 consecutive business days we will failto meet the requirements of NASDAQ listing rules. Furthermore, in the past, following periods of volatility in the market price of a public company’ssecurities, shareholders have frequently instituted securities class action litigation against that company. Litigation of this kind could result in substantialcosts and a diversion of our management’s attention and resources. We may be precluded from paying any dividends on our ADSs. 15 Under British Virgin Islands law, we may pay dividends if the directors declare that the company is able to satisfy the provisions of Section 57 of theBVI Act. Pursuant to this provision, the company, immediately after the distribution, must satisfy the solvency test, in so far as its assets exceeds its liabilities,and the company must be able to pay its debts as they become due. Our ability to pay dividends will therefore depend on our ability to generate sufficientprofits. Even if we are able to pay dividends, we cannot give any assurance that we will declare dividends of any amounts, at any rate or at all in the future.We have not paid any dividends in the past. Future dividends, if any, will be at the discretion of our board of directors, subject to the approval of ourshareholders, and will depend upon our results of operations, our cash flows, our financial condition, the payment of our subsidiaries of cash dividends to us,our capital needs, future prospects and other factors that our directors may deem appropriate. We currently intend to retain most, if not all, of our availablefunds and any future earnings to operate and expand our business. You may not have the same voting rights as the holders of our ordinary shares and may not receive voting materials in time to be able to exercise your rightto vote. Holders of our ADSs may not be able to exercise voting rights attaching to the shares represented by our ADSs on an individual basis. Holders of ourADSs appoint the depositary or its nominee as their representative to exercise the voting rights attached to the ordinary shares represented by the ADSs. Youmay not receive voting materials in time to instruct the depositary to vote, and it is possible that you, or persons who hold their ADSs through brokers,dealers or other third parties, will not have the opportunity to exercise your right to vote. Your right to participate in any rights offering may be limited, which may cause dilution to your holdings, and you may not receive cash dividends if it isimpractical to make them available to you. We may from time to time distribute rights to our shareholders, including rights to acquire our securities. However, we cannot make rights availableto you in the United States unless we register the rights, and the securities to which the rights relate, under the Securities Act, or unless an exemption fromregistration is available. Under the deposit agreement, the depositary will not make rights available to you unless both the rights and the underlyingsecurities to be distributed to ADS holders are either registered under the Securities Act or exempt from registration. We are under no obligation to file aregistration statement with respect to any such rights or securities or to endeavor to cause such a registration statement to be declared effective and we maynot be able to establish a necessary exemption from registration under the Securities Act. Accordingly, you may be unable to participate in our rightsofferings and may experience dilution in your holdings as a result. The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on our ordinary shares orother deposited securities after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSsrepresent. However, the depositary may, at its discretion, decide that it is inequitable or impractical to make a distribution available to holders of ADSs. Forexample, the depositary may determine that it is not practicable to distribute certain property through the mail, or that the value of certain distributions maybe less than the cost of mailing them. In these cases, the depositary may decide not to distribute such property to you. You may be subject to limitations on transfer of your ADSs. Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to timewhen it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers ofADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deems it advisable to do so because of anyrequirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason. If we are classified as a passive foreign investment company, our U.S. shareholders may suffer adverse tax consequences. 16 Generally, if for any taxable year, after applying certain look-through rules, 75% or more of our gross income is passive income, or at least 50% ofour assets (generally based on average value determined on a quarterly basis) are held for the production of, or produce, passive income, we may becharacterized as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. This characterization could result in adverse U.S. taxconsequences to our U.S. shareholders, including gain realized on the disposition of our ADSs or ordinary shares being treated as ordinary income rather thancapital gain and in punitive interest charges being applied to such sales proceeds. Rules similar to those applicable to dispositions apply to amounts treatedas “excess distributions.” We do not believe that we were a PFIC for our 2014 taxable year. However, because the determination of our PFIC status is based on such factualmatters as the composition of our income and assets, the valuation of our assets, and our market capitalization, there is no assurance that the United StatedInternal Revenue Service (“IRS”) will agree with our position. In addition, there can be no assurance that we will not become a PFIC for the current taxableyear ended December 31, 2014 or in future taxable years. U.S. shareholders should consult with their own U.S. tax advisors with respect to the U.S. taxconsequences of investing in our ADSs or ordinary shares if we were to become a PFIC. See “Taxation — United States Federal Income Taxation — TaxConsequences if We Are a Passive Foreign Investment Company.” If equity research analysts do not publish research or reports about our company or if they issue unfavorable commentary or downgrade our ADSs, theprice of our ADSs could decline. The trading market for our ADSs relies in part on the research and reports that equity research analysts publish about us and our company. We do notcontrol these analysts. The price of our ADSs could decline if one or more equity analysts downgrade our ordinary shares or if they issue other unfavorablecommentary, or cease publishing reports, about us or our company. ITEM 4.INFORMATION ON THE COMPANY 4A. History and Development of the Company We were incorporated under the laws of the British Virgin Islands as Ultra Glory International Ltd., or Ultra Glory, in 2010. We operate under the BVIBusiness Companies Act, 2004, or the BVI Act. Our registered office is located at Akara Bldg., 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola,British Virgin Islands. The telephone number of the registered office is +86 (21) 51192951. Our World Wide Web address ishttp://www.osseninnovation.com. Information contained on our website does not constitute a part of this annual report. Our agent for service of process in the United States is CT Corporation System, 111 Eighth Avenue, New York, New York 10011. The telephonenumber of our agent for service is (212) 894-8940. Business Combination On July 7, 2010, Ultra Glory and its sole shareholder entered into a share exchange agreement with Ossen Innovation Group, a British Virgin Islandslimited liability company organized on April 30, 2011 under the BVI Act and the shareholders of Ossen Innovation Group. Pursuant to the share exchangeagreement, Ultra Glory acquired from the shareholders of Ossen Innovation Group all of the issued and outstanding shares of Ossen Innovation Group, inexchange for an aggregate of 10,000,000 newly issued ordinary shares issued by Ultra Glory to the shareholders of Ossen Innovation Group. In addition, thesole shareholder of Ultra Glory sold all of the 5,000,000 ordinary shares of Ultra Glory that were issued and outstanding prior to the business combination, tothe shareholders of Ossen Innovation Group for cash, at a price of $0.03 per share. As a result, the individuals and entities that owned shares of OssenInnovation Group prior to the business combination acquired 100% of the equity of Ultra Glory, and Ultra Glory acquired 100% of the equity of OssenInnovation Group. Ossen Innovation Group is now a wholly owned subsidiary of Ultra Glory. In conjunction with the business combination, Ultra Glory filedan amended charter, pursuant to which Ultra Glory changed its name to Ossen Innovation Co., Ltd., changed its fiscal year end to December 31, changed thepar value of its ordinary shares to $0.01 per share and increased its authorized shares to 100,000,000. Upon the consummation of the business combination,we ceased to be a shell company. 17 Capital Expenditures We incurred capital expenditures of approximately $81,441, $16,361 and $32,982 for the years ended December 31, 2014, 2013 and 2012,respectively, primarily in connection with purchase of plant and equipment. These capital expenditures were financed by proceeds from bank financing andcash provided by operating activities. Our capacity expansion to add 30,000 tons of annual production capacity for rare earth coated products was further delayed in 2014 due to anextended unfavorable business climate and intense market competition in China. Instead, we have upgraded our existing technology and equipment in 2013and 2014 in order to increase our capacity. See Item 4.B below under the heading “Overview.” We expect that our capital expenditures in fiscal year 2015 will be incurred primarily in connection with maintenance and repair of currentproduction lines. 4B. Business Overview Overview We manufacture and sell an array of plain surface prestressed steel materials and rare earth coated and zinc coated prestressed steel materials, whichwe believe is the most comprehensive array among our competitors in China. Our materials are used in the construction of bridges, highways and otherinfrastructure projects in the PRC and internationally. Our facilities are located in Maanshan City, Anhui Province and in Jiujiang City, Jiangxi Province, inthe People’s Republic of China. Based on our extensive experience in the industry, we believe that Ossen is one of the leading enterprises in the PRC in thedesign, engineering, manufacture and sale of customized prestressed steel materials used in the construction of bridges, highways, and other infrastructureprojects in China. During the year ended December 31, 2014, we generated revenue of approximately $97.6 million, or 79.0% of our total revenue (as compared to$90.6 million, or 79.5% of our total revenue, in 2013), from sales of our rare earth coated PC wires and PC strands. We believe that we are the only prestressedsteel material manufacturer in the PRC that currently manufactures rare earth coated materials for bridge construction. Revenues generated by sales of coatedproducts (including rare earth coated and zinc coated products in the aggregate) for the year ended December 31, 2014 comprised approximately 87.1% ofour total revenue (as compared to 88.3% in 2013). 90.7% of our revenues generated by coated product sales in the year ended December 31, 2014 (ascompared to 90.0% in 2013) were generated by sales of rare earth coated products and the remaining 9.3% (as compared to 10.0% in 2013) were generated bysales of zinc coated products. Our plan is to continue to increase sales of our rare earth coated products to manufacturers of steel cables for bridges and otherinfrastructure projects, both in the PRC and internationally, in order to increase our revenues and profits. While we believe that our rare earth coating capabilities provide us with a competitive advantage among our competitors, it is likely that ourcompetitors will seek to develop similar competing products in the near future. We intend to continue to expend research and development efforts to advanceour rare earth coating applications even further. In particular, we are developing a rare earth coating application for zinc-aluminum alloy coated products,which are more corrosion-resistant than zinc coated products. However, there can be no assurance that our initial competitive advantage will be retained andthat one or more competitors will not develop products that are equal or superior to ours in quality or are better priced than our rare earth coated products.Furthermore, in 2014, the margins for our coated products, including rare earth, were lower than the margins for our plain surface products due to thesubstantial decrease in the price of the raw materials we use for our plain surface products. The primary characteristics of our rare earth coated products, which are used primarily in the construction of new bridges and the renovation of olderbridges in need of repair, are as follows: ·Superior corrosion resistance; ·Superior toughness and plasticity; 18 ·Endurance against extreme heat; ·Smooth and appealing coating; and ·Easily coated. Our management’s core operational strategy for the near future is to develop rare earth coating application for zinc-aluminum coated products,increase capabilities for our rare earth PC strands and PC wires, which, other than in 2014, have generated higher margins than our other products. Ourproducts are marketed under the “Ossen” brand name both domestically and internationally. We handle all aspects of market research, product design,engineering, manufacturing, sales and marketing. We conduct our manufacturing operations in our ISO 9001 manufacturing facilities in Maanshan City andJiujiang City, in the PRC. Our capacity expansion to add 30,000 tons of annual production capacity for rare earth coated products was further delayed in 2014 due to anextended unfavorable business climate and intense market competition in China. Instead we have upgraded our existing technology and equipment in 2013and 2014 in order to increase our capacity. In 2013, the Chinese market began to adopt zinc-aluminum alloy coated PC wires and PC strands, which have more corrosion-resistance andstronger protective effect than zinc coated PC wires and PC strands. Our research and development department is currently developing a method to apply rareearth materials to the zinc-aluminum alloy coating process. In 2014, we have made some progress in developing such product and we will continue ourresearch and development efforts in 2015. Ossen Materials, our operating subsidiary, was founded in 2004. In 2005, we expanded our manufacturing capabilities by acquiring a facility inJiujiang City in the PRC and forming Ossen Jiujiang. The founders of Ossen were among the first in China to introduce and promote the use of prestressedsteel materials in construction projects. The founders of Ossen have been involved in producing prestressed materials since 1994 and each has accumulatedmore than 20 years of experience in the prestressed materials industry. We are affiliated with the Ossen Group, which is a Chinese conglomerate controlled by our Chairman, Dr. Tang. The Ossen Group’s core businessesinclude steel manufacturing, real estate and other investments. There is no active business relationship between our company and any of the other entitiesthat comprise the Ossen Group other than what we have disclosed in Items 4.C and 7.B below. Our Growth Strategy We intend to expand our industry position while maximizing shareholder value and pursuing a growth strategy that includes increasing ourproduction capacity and strengthening our relationships with key customers, and diversifying our customer base. Increasing our production capacity for our newly developed higher margin rare earth coated prestressed materials. We intend to expand our existing capabilities used for the production of rare earth coated prestressed materials, including rare earth coated PC wiresand PC strands. Recently, the Chinese market began to adopt zinc-aluminum alloy coated PC wires and PC strands, which have more corrosion-resistance andstronger protective effect than zinc coated PC wires and PC strands. Therefore, our research and development department is currently developing the methodto apply rare earth in zinc-aluminum alloy coating process. We will continue our expansion plan pending the completion of development of the method toapply rare earth in zinc-aluminum alloy coating process, subject to improvement in market conditions. In the interim, we have upgraded our existingtechnology and machinery to increase capacity. Strengthening our relationships with key customers and diversifying our customer base. 19 We intend to strengthen our relationships with key customers while further expanding our customer base. We plan to continue providing high-quality and cost-competitive products to our existing customers and to use our existing customer network and strong industry reputation to expand into newregions within the PRC, beyond the 24 provinces and municipalities in which we currently sell our products, and other international markets, includingJapan, South Korea, Southeast Asia and Australia. We intend to continue to use customer feedback to improve the quality of our products and technical after-sales services and to strengthen our long-term base of domestic and international customers. Competitive Advantages Our management believes that the following competitive strengths differentiate us from other domestic and international competitors and are thekey factors to our success: We are taking advantage of industry trends in the bridge infrastructure sectors in the PRC and other international markets In the last three years, China’s economic growth slowed and the demand for prestressed materials in the infrastructure construction industry in thedomestic PRC market decreased. However, we believe there is still much room for growth in China’s infrastructure construction industry, and in particular theconstruction and restoration of bridges in the PRC that would benefit from the quality and durability of our rare earth coated prestressed materials. We believe that the Chinese central government will continue to stimulate economic growth by further injecting capital into the economy byfunding new infrastructure projects. While we do not believe that the Chinese government will initiate another large scale, comprehensive capital injection,we believe that infrastructure spending will be selectively targeted at developing regions in Central or Western China. Furthermore, through the “One Belt,One Road” initiatives, announced in late 2013, significant investments are expected to be made during the next decade to construct many new bridges andnew railroads. In addition, the Asian Infrastructure Investment Bank is an international financial institution proposed by the government of China. Thepurpose of the multilateral development bank is to provide finance to infrastructure projects in the Asia region. We believe that these developments shouldcreate additional bidding opportunities for us and we expect the market will recover gradually in 2015 and beyond. Many reports indicate that our industry will experience significant growth in the coming years. In February 2012, after many railway projects hadbeen temporarily halted as a result of the July 2011 high speed railway accident in South China and the funding difficulties faced by Ministry of Railways,the Chinese government reassured the public about the government’s plan on railway network construction in China, by announcing that the governmentwill help raise the funds necessary to construct railways. Funding solutions will include funds directly from government, bond issuances guaranteed by thegovernment and introduction of private capital into the sector. On March 10, 2013, China’s State Council announced its plan to restructure the Ministry of Railways (MOR) to separate the administrative andsupervision function from the commercial arm. The responsibility for planning and policy-making for railway development is to move to the Ministry ofTransport (MOT). A newly created National Railways Bureau (NRB) under the MOT will be responsible for setting technical standards of railways andsupervising the safety of operations, quality of transport services and quality of railway projects. The MOR’s enterprise/commercial responsibilities will beincorporated into China National Railway Co.(CNRC), which was established on March 14, 2013 with registered capital of RMB1.04 trillion (USD $166.8billion) and will be administrated by the central government. CNRC is to be responsible for transport operations and railway development. CNRC will takeover all of MOR’s loans and bonds with the current favorable policies for the debt to continue. CRNC will continue to enjoy favorable tax and preferentialpolicies formerly granted to the MOR. Bonds issued for railway construction will continue to be supported by the government and China's 2011-2015railway construction programs will continue as planned. The government continued to promote more private investment to invest in the railway industry in2013. In addition, payment to MOR’s suppliers and efficiencies were slightly improved in the railway industry in 2013. In the long term, we expect theprofitability and cash flow of the MOR’s suppliers, including Ossen Innovation, could benefit from this reform because the one-buyer market has beendecentralized and there is an increase of sources of funding for railway projects. 20 In late 2013, Chinese President Xi Jinping launched the New Silk Road Economic Belt and the 21st Century Maritime Silk Road to deepen reformand further open up China to the rest of the world. The plan, also known as “One Belt, One Road” initiatives, consists of a network of railways, highways andother forms of infrastructure, as well as oil and gas pipelines, power grids, Internet networks and aviation routes in the Eurasian area. In April 2014, theChinese government announced that the government will accelerate the development of railroad in Central and Western China. As a result, a numberof Development and Reform Commission departments in Western provinces started planning a number of new high speed rail projects, including high speedrail projects from Guiyang to Zhengzhou, from Guiyang to Nanning, fromLanzhou to Yinchuan, from Lanzhou to Xi'an, and from Lanzhou to Taiyuan. Ifthese projects are successfully launched by the government, they should create additional bidding opportunities for us. Leading provider of customized prestressed steel materials Based on our extensive experience in the industry, we believe that Ossen is one of the leading enterprises in the PRC in the design, engineering,manufacture and sale of customized prestressed steel materials used in the construction of bridges, highways, and other infrastructure projects in China. Wemanufacture and sell an array of plain surface prestressed steel materials and rare earth coated and zinc coated prestressed steel materials, which we believe isthe most comprehensive array among our competitors in China and which are used in the construction of bridges, highways and other infrastructure projectsin the PRC and internationally. Our facilities are located in Maanshan City, Anhui Province and in Jiujiang City, Jiangxi Province, in the People’s Republicof China. Strong in-house research and development capabilities Our research and development team consists of members recognized as industry experts in China, and our management team has seventeen years ofindustry experience on average. We have built a recognized brand name in the industry by introducing innovative solutions to the prestressed materialsindustry, and particularly coated prestressed materials, in China and internationally. Our engineering team works closely with our customers in order tounderstand their requirements. We have been able to introduce new equipment to enhance cost saving and time reduction in the construction of bridges,highways, railways and buildings, as well as numerous other projects. Efficient proprietary production technology We continually pursue technological improvements to our manufacturing processes via our strong in-house development teams. We have beengranted twenty-seven patents by the State Intellectual Property Office of the PRC, including three invention patent and twenty-four utility model patents. Inaddition, we have applied for three invention and three utility model patents, which are currently pending. These patents and patent applications areintended to protect our technologies, including production processes of various wire ropes, pickling methods for steel wire materials and devices designed forthe production of steel wire. Our research and development efforts have generated technological improvements that have been instrumental in controlling ourproduction costs and increasing our operational efficiency, most notably with respect to the development of our rare earth coated materials. Strong recognition from domestic and international customers for supplying materials for infrastructure projects The solid reputation that our management team has developed over the past 19 years in the prestressed material industry in China and in othercountries such as Canada, the United States, South Korea, Bangladesh, South Africa, Italy and Spain, including an established track record for consistentlyproviding quality products at competitive prices, has enabled us to develop a strong customer base and to be involved in major building projects. We generated approximately 6.7% and 5.8%, respectively, of our revenue during the years ended December 31, 2014 and 2013 from sales tocustomers in international markets (including primarily Vietnam, South Korea, Japan, New Zealand, Australia, Bangladesh, and Costa Rica), primarily for usein the construction of bridges. Due to the anti-dumping measures imposed by the United States and European Union and increased demand for our productsin the PRC market and these other markets, we do not intend to reestablish a presence in the United States or the European Union at the levels we experiencedin 2008 in the near future. However, if opportunities arise in the U.S. or EU markets or in other international markets for us to win bids on projects or toreengage with former customers or establish relationships with new customers, we would pursue such opportunities. 21 Rigorous quality control standards Consistent with our continuing commitment to quality, we impose rigorous quality control standards at various stages of our production process. Westrictly comply with various national and international quality standards with respect to the manufacture of prestressed materials. Our certifications andaccreditations include the Japanese Industrial Standards (JIS) certification, United Kingdom Accreditation Service (UKAS), the Korean Standards Association(KS) certification from South Korea and an ISO 9001 certification. We believe that these certifications, together with the numerous national awards that wehave been awarded demonstrate our commitment to producing high-quality products as well as providing us with a competitive advantage over some of ourcompetitors in certain international markets and in China. Experienced management and operational teams with domestic PRC international market knowledge Our senior management team and key operating personnel have extensive management skills, relevant operating experience and industryknowledge. In particular, Dr. Tang, our Chairman, is a Doctor of Economics, Senior Engineer and Professor of Finance and Statistics at the School of EastChina Normal University, and has extensive experience managing and operating companies in the prestressed steel industry. We believe our managementteam’s experience and in depth knowledge of the market in China and internationally will enable us to continue to successfully execute our expansionstrategies. In addition, we believe our management team’s strong track record will enable us to continue to take advantage of market opportunities that mayarise. Our Products Our prestressed steel materials are categorized as plain surface products and coated products. Plain Surface Products Our plain surface products, which term refers to our uncoated plain surfaced and stabilized products, are characterized as follows: ·Plain surface prestressed concrete, or PC, strands. These products consist of PC wires that are twisted into a bundle and used in precastconcrete plates on the riding surface of bridges. These products are categorized based on size, strength and structure. Sizes range from9.3mm to 17.8mm. Strength level ranges from 1570MPa (megapascal) to 2000MPa. The number of strands in the products varies between 3and 7. ·Unbonded plain surface PC strands. These products consist of plain surface PC strands that are coated with grease and extruded with high-density polyethylene. These products are used primarily in the construction of bridges and buildings. ·PC wires, also referred to as stabilized materials. These products are further divided among the following three categories: §Plain surface PC wires. This product consists of an individual round wire used in the construction of buildings. §Indented PC wires. This product consists of an individual round wire that contains an indentation used in the construction ofbuildings. §Helical (spiral) rib PC wires. This product consists of an individual round wire whose surface is pulled out into a helical rib patternused in the construction of railway ties, or sleepers, and buildings. 22 PC wires are categorized based on size, strength and structure. Sizes range from 4.0mm to 9.0mm. Strength level ranges from 1570MPa to 2000MPa.The number of strands in the products varies between 3 and 7. Coated Prestressed Products Our coated prestressed products included zinc coated PC products and rare earth coated PC products. Rare earth coated products are plain surfacematerials that are zinc coated with a rare earth zinc-plating protective layer so as to produce materials that are more corrosion-resistant and long-lasting. Thepurpose of galvanizing is to generate a surface layer to protect the materials from erosion, abrasion and oxidization, without changing the elements of thebasic materials or weakening the basic material’s strength or other functionality through any techniques that utilize physical chemistry or electrochemistry.The coating process can cause loss of strength in regular steel materials, but the loss of strength in rare earth coated prestressed products is reduced. For steel wires and strands, coating can provide a protective layer to improve the product’s corrosion-resistant level and increase its life span.Traditional technology uses zinc as the coating material and such products are called zinc coated PC wires and PC strands. The introduction of rare earthcoating technology adds more benefits to the final products. When rare earth is added into the coating material and form a new alloy with zinc, it increasesfurther the life span of the product. More importantly, it reduces the loss of strength compared to traditional zinc coating process. The coating process happens in an environment with very high temperature. Because of the high temperature, there will be some loss of productstrength during the coating process. For example, if the steel wires to be used as raw material have a strength level of 2000 MPa (mega pascal), its strengthlevel will lose about 300 MPa after going through the traditional coating process. When zinc forms a new alloy with rare earth and is used as a coating layer,the requirement of high temperature for processing could be lowered. Processing with lower temperature results in less loss of product strength during thecoating process. Therefore, the same raw material, if using rare earth coating, could deliver higher strength final product. Compared with better corrosion-resistant level, longer life span, higher strength level may be the most important benefit rare earth coated products bring to customers, as compared to zinccoated products. Higher strength means less steel is needed to build the bridge. The bridge cables could be slimmer, quantity of steel required forconstruction could be less and overall construction cost could be reduced. Applications of zinc coated PC wires and PC strands are similar to those of rare earth coated PC wires and PC strands, primarily in the construction ofbridges. The rare earth coated products could be considered as “upgraded version” of zinc coated products. Margin is affected by market conditions. Ingeneral, gross margin of rare earth coated products is 1%-5% higher than similar zinc coated products. The application of rare earth coating technology enables our product to meet the higher standards of bridge project. We are and will continue toallocate more resource on rare earth coated PC products. Our rare earth coated products are characterized as the following: Rare earth coated PC wires. These products are further divided as follows: ·Ф5.0 Series, used for suspension bridges. ·Ф7.0 Series, used for cable-stayed bridges. Rare earth coated PC strands, used for bridges and buildings. Customers that purchase our prestressed materials also purchase other supporting products, such as anchorage devices and ripple tubes, tocomplement our materials. These supplementary products are produced by anchorage manufacturing factories that are unaffiliated with us. Competition 23 China is one of the world’s largest producers and markets for prestressed steel materials. In 2013 and 2014, our sales were predominantly tocustomers located in the PRC, and as a result, our primary competitors were PRC domestic companies. We believe that being located in China provides us with a number of competitive factors within our industry, including the following: ·Pricing. Flexibility to control pricing of products and the ability to use economies of scale to secure competitive pricing advantages; ·Technology. Ability to manufacture products efficiently, utilize low-cost raw materials, and to achieve better production quality; and ·Barriers to entry. Technical knowledge, access to raw materials, local market knowledge and established relationships with suppliers andcustomers to support the development of commercially viable production facilities and products. Competition among manufacturers of plain surface steel products in China can be characterized as fragmented, with many large and small companiescompeting with each other. Our primary competitors for these products are Baosteel Group Shanghai Ergang Co. Ltd., Jiangyin Fasten Steel Products Co.,Ltd., Jiangyin Walsin Steel Cable Co. Ltd., Jiangxi Xinhua Steel Cable Co. Ltd. and Silvery Dragon Co., Ltd. Competition among PRC manufacturers of zinc coated prestressed products in China is limited to only four companies. Our main competitors forthese products are Baosteel Group Shanghai Ergang Co. Ltd., Shuangyou Eaststeel and Jiangyin Walsin Steel Cable Co. Ltd. Furthermore, we believe that weare the only Chinese rare earth coated prestressed material manufacturer. While we believe that our rare earth coating capabilities provide us with acompetitive advantage among our competitors, it is likely that our competitors will seek to develop similar competing products in the near future. We intendto continue to expend research and development efforts to advance our rare earth coating applications even further. However, there can be no assurance thatour initial competitive advantage will be retained and that one or more competitors will not develop products that are equal or superior to ours in quality orare better priced than our rare earth coated products. We believe that we differentiate ourselves because we have built a recognized brand name in the industry and because we offer superior productquality, timely delivery and high value. We believe that we have the following advantages over many of our competitors: ·the performance and cost effectiveness of our products; ·our ability to manufacture and deliver products in required volumes, on a timely basis, and at competitive prices; ·superior quality and reliability of our products; ·our after-sale support capabilities, from both an engineering and an operational perspective; ·effectiveness of customer service and our ability to send experienced operators and engineers as well as a seasoned sales force to assist ourcustomers; and ·overall management capability. Seasonality Demand for our products remains fairly consistent throughout the year. Our Raw Materials and Supply 24 Raw Materials High carbon steel wire rods are the primary raw material required to manufacture prestressed steel materials. The quality and cost of the rods wepurchase differ between our plain surface products and our rare earth and zinc coated products. Rare earth and zinc coated products require higher-priced rodsthat are higher in purity and durability. The price for certain rods needed for coated products is higher than rods needed for plain surface products. Our Supply Sources We select our suppliers by assessing criteria such as the quality of materials supplied, the duration of the supplier’s business relationship with us,pricing, delivery reliability and response time to orders placed by us. To minimize purchasing costs, we use a limited number of suppliers. Because wepurchase substantial quantities from these suppliers, we are often able to procure these products at competitive prices. We usually enter into a one-yearpurchase agreement with each supplier and then order on a spot basis for each delivery. We negotiate pricing with our suppliers on an arm’s length basis priorto the delivery of these supplies to us, based upon the prevailing market prices at such time. As we increase the scale of our production, we may need toestablish a more diverse supplier network while attempting to continue to leverage our purchasing power to obtain favorable pricing and delivery andpayment terms. The suppliers that supplied us with a significant percentage of our raw materials for the past three years were Zhangjiagang Free Trade Zone, JiangsuShagang Group Co., Ltd., Jiangyin Runde Logistics Co., Ltd., and Shanghai Chemical Industry Supply and Marketing Co., Ltd. and all are based in China. Purchases from our five largest suppliers amounted to 95.1%, 91.6% and 97.6% of our raw material purchases in 2014, 2013 and 2012, respectively. We are not dependent on any one of our suppliers, as we are able to source raw materials from alternative vendors should the need arise. We have notexperienced significant production disruptions due to a supply shortage from our suppliers, nor have we had any major dispute with a material supplier. Volatility of Price of Raw Materials We have no long-term, fixed-price steel purchase contracts. When steel prices increase, as they have done since the third quarter of 2010,competitive conditions will influence how much of the price increase we can pass on to our customers. When steel prices decline, as they have done in 2013and 2014, customer demands for lower prices and our competitors' responses to those demands could result in lower sale prices, lower margins and inventoryvalued at lower of cost or market adjustments as we use existing steel inventory. In 2012, our average raw material price decreased because China’s steel pricedecreased as a result of the soft demand in domestic market and high inventory of the industry and we manufactured and sold products which required lowergrade and lower price raw materials compared to 2011. In 2013 and 2014, steel supply continued to outpace demand as China’s economic growth slowed andgrowth in steel demand in China remained weak. The average price of steel products, including our principal raw materials, declined in 2013 and 2014 due tothe market condition of steel industry in China. Manufacturing Process Equipment Our production facilities use innovative equipment and machinery imported from France and Italy and, we believe, is of the highest quality in metalwire drawing, wire stranding, zinc plating and finishing. Our production lines produce prestressed steel materials that meet quality standards mandated bynumerous countries, including Japan, the United Kingdom and South Korea. We own cutting edge technologies in over 20 high-tech fields, including oil-immersion preservation technology, new coating productiontechnology, skin pass coating technology, coating stabilization technology, rare earth alloy plating technology, new high-temperature phosphorizationheating technology, new material traction technology, rare earth alloy technology, new fixed scoring technology, new high-temperature low-speed threadstripping technology, and double coating stabilization, among others. We believe that we are the leading company in our industry with respect to theimplementation of innovative technologies in the manufacture of prestressed steel materials. 25 Production Process The production of our products involves various steps, including inspection, pickling, washing, rinsing, phosphatizing, boronizing, surfacetreatment, plating, baking, coating, cooling, polishing, inspection and packaging. The technology and procedures used in the above processes vary amongthe different products that we manufacture and depend upon the product specifications prescribed by a particular customer. Generally, the manufacturing process involves the following: ·Cleaning steel wire rods or other similar raw materials by chemical pickling, mechanical de-scaling or a similar process. The materials arethen cold drawn and reduced until the desired diameter and resistance characteristics are achieved. This process is what provides thematerial with its strength. ·In the production of strands, the individual wires (either 3 or 7 wires) are braided together to form a strand. ·The final step is to subject the steel material to a thermo-chemical process which endows the material with mechanical properties, such aslow relaxation, which enable the material to last over time. Production Lines We currently have 18 production lines, consisting of the following: ·Two surface treatment production lines, one located in our Maanshan facility and one in our Jiujiang facility, each composed of an acidpickling bath, rinsing bath, high pressure water rinsing bath, phosphating bath, saponification (boronizing) bath and cleaning bath. ·Seven wire drawing production lines, four located in our Maanshan facility and three in our Jiujiang facility, each composed of a pay-offmachine, drawn can and take-up machine. Each of our half-finished products is processed on a wire drawing production line. ·Three PC strand stabilization treatment production lines, two located in our Maanshan facility and one in our Jiujiang facility, eachcomposed of stranding machines, straightening wheels, jockey wheels, medium frequency furnace, cooling tank, take-up and pay-offmachines, a wire arraying machine and a layer winding machine. The PC strand stabilization product lines in our Jiujiang facility produceplain surface PC strands and zinc coated PC strands of various specifications. ·One zinc galvanization production line, located in our Jiujiang facility, composed of a pay-off machine, degreasing furnace, acid rinsingpickling tank, assistant plating tank, drying furnace, galvanizing furnace, drawing tower and take-up machine. Half-finished productsneeded for different series of zinc coated PC wires and strands are produced on this line. ·Two surface finishing production lines, both located in our Jiujiang facility, each composed of a pay-off machine, a finishing machine anda take-up machine. These production lines are used to produce half-finished products of zinc coated PC wires and strands. ·Two PC wire stabilization treatment production lines, both located in our Jiujiang facility, each composed of a pay-off machine, jockeywheel, straightening machine, indent marking machine, medium frequency furnace, cooling tank, towing machine, shearing machine andtake-up machine. Zinc coated PC wires, round PC wires, indented PC wires and helical rib PC wires are produced on these production lines. ·One unbonded PC strand production line, located in our Jiujiang facility, composed of a pay-off machine, oiling machine, high-densitypolyethylene plastic injection machine, water tank, towing machine and take-up machine. This production line is used to produce differentseries of unbonded plain surface PC strands and unbonded zinc coated PC strands. 26 Quality Control Consistent with our continuing commitment to quality, we impose rigorous quality control standards at various stages in the production process. Inaddition, our facilities are equipped with first-class testing equipment, such as a tensile strength tester and a relaxation tester, which guarantee the highquality and safety of our products. We strictly comply with various national and international quality standards with respect to the manufacture of pre-stressed materials. Ourcertifications and accreditations include the Japanese Industrial Standards (JIS) certification, United Kingdom Accreditation Service (UKAS), the KoreanStandards Association (KS) certification from South Korea and an ISO 9001 certification. Our procedure when discovering any product quality problem in the production process includes immediate shut down for inspection. Once theproblem is solved, we continue with production. If a problem occurs with a product, the product inspector stamps a nonconformity seal and hangs anonconformity label on the problematical product. The nonconforming product is moved to a separate area and is not transferred to the next procedure. Wedo not deliver nonconforming products to users. Sales, Marketing and Distribution Sales and Marketing We have been successful to date in maintaining long-term relationships with numerous customers by satisfying their commercial needs. In addition,our marketing team monitors the market and responds accordingly in order to increase our customer base. We have a dedicated marketing and sales team of 9employees that proactively follows up on new sales leads. Our marketing team develops strategies for the short-term and long-term by obtaining first-hand information about our products’ market positioning,monitoring national macro-economic policies, inquiring about current and future markets needs, following the progress of existing projects and thesatisfaction of existing customers. In addition, our technicians and marketing specialists regularly visit governmental departments, construction developmentcompanies, design institutes, supervision institutions, national construction quality inspection institutions and builders to promote new products. We havealso joined the PRC national bridge exhibition for marketing purposes. Bidding Process Many of the projects in our industry are awarded through a competitive bidding process among qualified bidders. The evaluation of proposals isundertaken objectively, consistently and without bias towards particular bidders. Qualified bidders are evaluated against a predetermined set of criteria, andcontracts are almost never awarded on the basis of price alone. A contract is awarded to the bidder or bidders that provide what is considered a proposal thatoffers the best value to the purchaser, as determined by the predetermined criteria set by the purchaser. The criteria vary depending on the type of contract.Examples of criteria include price, technical merit, flexibility to future changes to requirements, speed of product delivery, sustainability and quality. Duringthe bid evaluation process, our marketing team and members of our management respond to various inquiries and our company undergoes variousassessments, including compliance, technical, commercial bid and qualification assessments. Since 2013, approximately one-third of the coated product projects and all of the plain surface product projects on which we bid have required anup-front cash deposit. However, during this time period, local banks have generally maintained tighter lending policies than in the past, thereby limiting ourability to win bids that we believe we otherwise could have won. 27 Distribution Both of our manufacturing plants are equipped with facilities for cargo lifting, shipment and distribution. Products for domestic customers aredistributed to the destination designated by our customers. Products for international customers are delivered either to carriers at various ports of exit inChina or delivered to a designated destination overseas. Technical After-Sales Services Our team of experienced engineers and technicians provides after-sales services to our customers. After the delivery of our materials, our engineerstrain our customers to install and identify and address safety and maintenance concerns. After a sale of our product, we introduce and advertise the companybrand position, distribute a guide application method process, issue regulation manuals, and explain and solve general and difficult problems. Our Customers We sell the vast majority of our products domestically in China. Since our inception, we have also exported our products to foreign countries,including the United States, Canada, Spain, South Korea, Taiwan, Australia, South Africa and Saudi Arabia, among others. Our customers are diverse innature, as we sell our products directly to end users, to other manufacturers and to distributors, in each case depending on the nature of the product and theutilization of the product. The customers whose purchases comprised a significant percentage of our sales in 2014, 2013 or 2012 were Wuhan Weikaer Steel Wire Product Co.,Ltd., Wuhan Steel & Iron Jiangbei Group Metal Products Co., Ltd., Zhejiang Kexin Engineering Material Co., Ltd., Jiangyin Jingchen Logistics DistributionExchange Co., Ltd. (China), Zhangjiagang Shajing Iron and Steel Trading Co., Ltd. (China) (formerly Zhangjiagang Ruifeng Iron and Steel Co.), JiangsuJinrun Steel Cable Co., Ltd., and Zhangjiagang Zhenyu Logistics & Warehousing Co., Ltd. While we value our relationship with each of our customers, we believe that generally the loss of any particular customer, including our largestcustomers, would not materially impact our business in the long-term. Many of our customer contracts relate to designated infrastructure projects which areperformed during a defined period of time, and are not necessarily long-term in nature. Accordingly, if any of our customers were to discontinue purchasingour products, we would actively seek new customers, which we have been successful doing in the past. In 2014, 2013 and 2012, sales to our six largest customers, in the aggregate, accounted for approximately 74.9%, 61.3% and 78.1% of our total sales,respectively. The following table provides the name of each customer that contributed to 10% of our revenues in each of 2012, 2013 and 2014 and thepercentage of our revenues generated from such customers during these periods. Name of Customer 2014 Revenues 2013 Revenues 2012 Revenues (%) (%) (%) Zhangjiagang Shajing Iron and Steel Trading Co., Ltd..** * 16 39 Jiangyin Jingchen Logistics Distribution Exchange Co., Ltd. * * 21 Jiangsu Jinrun Steel Cable Co., Ltd. 14.5% 11 * Zhangjiagang Zhenyu Logistics & Warehousing Co., Ltd. * 10 * Wuhan Weikaer Steel Wire Product Co., Ltd. 20.2% Zhejiang Kexin Engineering Material Co., Ltd. 12.5% Wuhan Steel & Iron Jiangbei Group Metal Products Co., Ltd. 16.5% * Less than 10% of our annual revenues.** Zhangjiagang Ruifeng Iron and Steel Co., Ltd. changed its name to Zhangjiagang Shajing Iron and Steel Trading Co., Ltd. in 2013. 28 The following table describes the breakdown of our sales in 2014, 2013 and 2012 between our domestic and international customers. Year Ended December 31, 2014 2013 2012 Domestic Sales $115,256,175 $107,273,543 $111,925,870 International Sales 8,315,280 6,618,446 10,472,016 Total Sales $123,571,455 $113,891,989 $122,397,886 Research and Development Our research and development efforts are focused on three objectives: ·Superior product safety and quality; ·Reduction of operating costs; and ·Sustaining growth through the development of new products. We have a research and development team at each of our facilities. In total, eighteen employees are dedicated to research and development. Wespent $3.9 million, $1.3 million and $1.1 million in 2014, 2013 and 2012, respectively, on our research and development activities to customize products fornew customers and develop new products such as rare earth zinc-aluminum coated products. The nature of our research and development activities needed forour product development is generally not cash intensive. In addition, a portion of the work is conducted by organizations and universities with which wehave a collaborative relationship. We regularly train the members of our research and development department in order to consistently enhance our research and developmentcapabilities in the field of coating technology. We have developed a business model that involves a very close interrelationship between our research anddevelopment department and our product development and marketing departments. As a result, we focus our research and development activities on projectsthat would enable us to branch out our products into new desired markets. In addition, we conduct research and development activities that enable us toincrease our market share in existing markets in the PRC and internationally. We also focus certain of our research and development activities on highermargin products that can be sold to customers in international markets. Specifically, we have entered into cooperation agreements with Jiujiang Institute pursuant to which the institute assists us in our efforts to improvethe comprehensive function and manufacturing technique of our high strength, anti-erosion zinc coated prestressed strands. These high strength products,which have high endurance against erosion, are sold domestically and internationally. In addition, we are cooperating with other steel manufacturers inresearch efforts regarding zinc coated PC wires, which serve as raw materials for our zinc coated PC strands, indented PC wires and helical rib PC wires withhigh performance and are designed for our international customers. 29 We entered into an agreement with the Shanghai Machinery Manufacturing Technology Research Institute in 2000 and pursuant to this agreement,we established a joint laboratory to design high strength, indented PC wire and zinc coated PC wire according to our specifications or requirements of ourcustomers. These customized products designed by our joint laboratory can reduce customer costs by improving the efficiency of the use of raw materials.This cooperation is a mutually beneficial and there is no fee for the research and laboratory results. We believe that our research and development activities and production technology for rare-earth zinc coated materials have contributedsignificantly to our growth. By using rare earth zinc-plating technology, we are able to lower the temperature for the stabilizing treatment during theproduction process and thereby minimize the loss of strength during the stabilizing process. As a result, this technology reduces the level of strength requiredof our raw materials under circumstances of unvaried finished product strength requirement and enables us to produce materials with greater strength undercircumstances in which the strength of raw materials remains firm. We believe that we are the only enterprise which can produce rare-earth zinc coated pre-stressing materials of 1,860 megapascal strength level and 15.20 mm diameter in the world, as a result of our rare earth zinc-plating technology. We willcontinue our research and development efforts to improve the strength and stability of such product. We plan to continue our research and development efforts to strengthen our leading position in our industry. In 2014, we developed 12.7 mm 2060mPa ultra high strength and low relaxation prestressed strands. Our research and development team also upgraded the heating method of acid picklingprocess, the circulating cooling water system of steel wire stabilization production line, and the winding system of coated steel wire. In addition, we areworking on developing a production line with annual output of 5,000 tons of ultra high strength steel wire and strand. We also own or lease varioustechnologies that improve the quality of our products and reduce our operating costs, including coating polished technology, stabilizing treatmenttechnology for dual tension gear zinc coated prestressing material, warning technology for missing plating of coating production line, stranded wire greasingtechnology, water cut-off technology by strander infrared temperature detection and other core technologies. Recently, the Chinese market began to adopt zinc-aluminum alloy coated PC wires and PC strands, which have more corrosion-resistance andstronger protective effect than zinc coated PC wires and PC strands. Zinc-aluminum alloy layer (coating containing 5% Al and 95% Zn) has better plastic,adhesion, and corrosion resistance, and thus its corrosion resistance property is unchanged before and after the deformation. Its resistance to atmosphericetching characteristics is better than zinc coated products, and still has good coating properties. The alloy layer of such products has long-term stability.Therefore, we are developing the method to apply rare earth in zinc-aluminum alloy coating process, which will result in less loss of product strength duringthe coating process and higher strength final product. We will continue to focus on developing fundamental coating technology and applications for the following technologies in the future: ·Rare earth coating technology; ·Surface finishing/ polishing technology; ·Dual tension gear wire stabilizing treatment process; ·Connector production technology without shutdown; ·New technology on constant high temperature constant tension stabilizing treatment; and ·High speed stabilizing treatment technology. Intellectual Property 30 We rely on a combination of patents, trademarks, domain names and confidentiality agreements to protect our intellectual property. Ourmanufacturing processes are based on technology developed primarily in-house by our research and development and engineering personnel. With respect to proprietary know-how that is not patentable and processes for which patents are difficult to enforce, we rely on, among other things,trade secret protection and confidentiality agreements to safeguard our interests. All of our research and development personnel have entered intoconfidentiality and proprietary information agreements with us. These agreements address intellectual property protection issues and require our associates toassign to us all of the inventions, designs and technologies they develop during the course of employment with us. We are not aware of any materialinfringement of our intellectual property rights. Patents As of April 1, 2015, we had twenty-seven patents registered with the State Intellectual Property Office of the PRC, including three invention patentsand twenty-four utility model patents. In addition, we have applied for an additional three invention and three utility model patents as of April 1, 2015. During 2014 and the first quarter of 2015, three pending utility model patents were approved, and, three pending patent applications were rejectedby the State Intellectual Property Office. Actual examination times for patent applications in China vary, but examinations of similar patent applications have taken approximately one year.These patents and patent applications are intended to protect the production processes of various wire ropes, pickling methods of materials of steel wire anddevices designed for the steel wire production. The term of all of the utility model patents is ten years from the filing of the application and the term of all ofthe invention patents is twenty years from the filing of the application. We currently do not have any patents registered or pending in any jurisdiction outsideof the PRC. The following table provides the name, the application number or patent number, the name of the applicant or patent holder and the status of ourregistered invention patents and each of our invention patent applications, and the expiration date of our registered invention patent: Name Application No. /Patent No. Applicant /Patent Holder Status Expiration Date Stabilizing Process of Indented Wire ZL200710157149.0 Ossen Jiujiang Registered 11/22/2027Method to Change the Length of Waste of Stranded Wire Joint ZL200910144241.2 Ossen Materials Registered 7/26/2029Production Process of Zinc Coated Steel Wire ZL201010105179.9 Ossen Jiujiang Registered 2/2/2030 The following table provides the name, the application number or patent number, the name of the applicant or patent holder and the status of each ofour registered utility model patents and utility model patent applications, and the expiration dates of our registered utility model patents: Name Application No. /Patent No. Applicant /Patent Holder Status Expiration DateHanging Box Used in Phosphate Bath of Stranded Wire ZL200820185077.0 Ossen Materials Registered 08/21/2018 Oiling Device for PC Strand ZL200820185079.x Ossen Materials Registered 08/21/2018 Water Cut-off Device to Test Infrared Temperature of StrandingMachine ZL200820185080.2 Ossen Materials Registered 08/21/2018 31 Name Application No. /Patent No. Applicant /Patent Holder Status Expiration DateInfrared Safety Control Device for Lift Truck ZL200820185081.7 Ossen Materials Registered 08/21/2018 Device Designed to Control Smoke by Temperature ZL200820185082.1 Ossen Materials Registered 08/21/2018 Device Designed to Control Water Temperature When Phosphatizing the PC Strand ZL200920233724.5 Ossen Materials Registered 07/29/2019 Device for Testing Center Steel Wire Broken for Stranded Wire ZL200920233725.x Ossen Materials Registered 07/29/2019 Device Designed to Test Temperature of Steel Wire When Drawing the Stranded Wire ZL200920233726.4 Ossen Materials Registered 07/29/2019 Steel Wire Joint Machine with Pressure Detecting Function ZL200920233728.3 Ossen Materials Registered 07/29/2019 Automatic Paper Rolling Device of Asphalt Paper ZL200920233729.8 Ossen Materials Registered 07/29/2019 Aerial Overhaul Platform for Forklift ZL200920233730.0 Ossen Materials Registered 07/29/2019 Skid Used When Packing PC Strand ZL200920233731.5 Ossen Materials Registered 07/29/2019 Inductive Water Saving Device ZL201220218155.4 Ossen Materials Registered 06/25/2021 Anti-Impact Gear ZL201220217756.3 Ossen Materials Registered 06/23/2021 Lock Device for PC Strand Production Wheel ZL201220218156.9 Ossen Materials Registered 06/25/2021 New Dies for Wire Drawing ZL201320723167.7 Ossen Materials Registered 12/24/2022 Energy-saving Device for Acid Mist Drainage ZL201320722838.8 Ossen Materials Registered 12/24/2022 Cold Assembly Mould ZL201420023335.0 Ossen Materials Registered 1/14/2024 Prestressed Strand Spreader ZL201420023447.6 Ossen Materials Registered 1/14/2024 Furnace for Zinc Coating Process ZL201320200197.4 Ossen Jiujiang Registered 4/18/2023Actinomycetes Machine Discharge Line Protection Devices ZL201320200077.4 Ossen Jiujiang Registered 32 Strand Actinomycetes Devices ZL201320200171.X Ossen Jiujiang Registered 4/18/2023 4/18/2023 Cooling Device with DistilledWater for Medium FrequencyFurnace ZL201320199776.1 Ossen Jiujiang Registered 4/18/2023 U-shape Hot Galvanizing Furnace ZL201420532006.9 Ossen Jiujiang Registered 9/16/2024 Trademarks We have been granted a total of five trademarks, three of which are registered trademarks in the PRC and two of which are registered with the WorldIntellectual Property Organization (WIPO) in accordance with Madrid Agreement. The five trademarks which are described in the table below were transferredby Shanghai Ossen Investment Co., Ltd. to Ossen Materials in 2008 and 2009. Name of Trademark Application No./Trademark No. Applicant/TrademarkHolder Status A Figurative Trademark (Registered under Madrid Agreement ) 0973552 Ossen InnovationMaterials Registered “OSSEN” (Registered under Madrid Agreement ) 0945308 Ossen InnovationMaterials Registered A Figurative Trademark (PRC Domestic Registered) 4396898 Ossen InnovationMaterials Registered “OSSEN” (PRC Domestic Registered) 4396895 Ossen InnovationMaterials Registered “ ” (PRC Domestic Registered) 4396896 Ossen InnovationMaterials Registered Environmental Matters The Environmental Protection Law, promulgated by the National People’s Congress on December 26, 1989, is the primary law for environmentalprotection in China. The law establishes basic principles for coordinated advancement of economic growth, social progress and environmental protection,and defines the rights and duties of governments at all levels. Local environmental protection bureaus may set stricter local standards than the nationalstandards and enterprises are required to comply with the stricter of the two sets of standards. Due to the nature of our business, we produce certain amounts ofwaste water, gas and solid waste materials during the course of our production. We believe that we are in compliance in all material respects with applicablePRC laws and regulations. All of our products meet the relevant environmental requirements under PRC laws and during the three years ended December 31,2014, 2013 and 2012, we were not subject to any fines or legal action involving non-compliance with any relevant environmental regulation, nor are weaware of any threatened or pending action, including by any environmental regulatory authority. 33 Governmental Regulations Business license Any company that conducts business in the PRC must have a business license that covers a particular type of work. Our business license covers ourpresent business of manufacturing, processing, procuring and selling metallic materials, metallic products, new alloy materials, rare earth applicationproducts, building materials, general machinery and related products. Prior to expanding our business beyond that of our business license, we are required toapply and receive approval from the PRC government. Employment laws We are subject to laws and regulations governing our relationship with our employees, including: wage and hour requirements, working and safetyconditions, citizenship requirements, work permits and travel restrictions. These include local labor laws and regulations, which may require substantialresources for compliance. China’s National Labor Law, which became effective on January 1, 1995, and China’s National Labor Contract Law, which becameeffective on January 1, 2008, permit workers in both state and private enterprises in China to bargain collectively. The National Labor Law and the NationalLabor Contract Law provide for collective contracts to be developed through collaboration between the labor union (or worker representatives in the absenceof a union) and management that specify such matters as working conditions, wage scales, and hours of work. The laws also permit workers and employers inall types of enterprises to sign individual contracts, which are to be drawn up in accordance with the collective contract. Patent protection in China The PRC has domestic laws for the protection of copyrights, patents, trademarks and trade secrets. The PRC is also signatory to some of the world’smajor intellectual property conventions, including: ·Convention establishing the World Intellectual Property Organization (WIPO Convention) (June 4, 1980); ·Paris Convention for the Protection of Industrial Property (March 19, 1985); ·Patent Cooperation Treaty (January 1, 1994); and ·The Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPs) (November 11, 2001). Patents in the PRC are governed by the China Patent Law and its Implementing Regulations, each of which went into effect in 1985. Amendedversions of the China Patent Law and its Implementing Regulations came into effect in 2001 and 2003, respectively. The PRC is signatory to the Paris Convention for the Protection of Industrial Property, in accordance with which any person who has duly filed anapplication for a patent in one signatory country shall enjoy, for the purposes of filing in the other countries, a right of priority during the period fixed in theconvention (12 months for inventions and utility models, and 6 months for industrial designs). The Patent Law covers three kinds of patents - patents for inventions, utility models and designs. The Chinese patent system adopts the principle offirst to file, which means that a patent may be granted only to the person who first files an application. Consistent with international practice, the PRC allowsthe patenting of inventions or utility models that possess the characteristics of novelty, inventiveness and practical applicability only. For a design to bepatentable it cannot be identical with, or similar to, any design which, before the date of filing, has been publicly disclosed in publications in the country orabroad or has been publicly used in the country, and should not be in conflict with any prior right of another. 34 Value added tax Pursuant to the Provisional Regulation of China on Value Added Tax and their implementing rules, all entities and individuals that are engaged inthe sale of goods, the provision of repairs and replacement services and the importation of goods in China are generally required to pay VAT at a rate of17.0% of the gross sales proceeds received, less any deductible VAT already paid or borne by the taxpayer. Furthermore, when exporting goods, the exporteris entitled to a portion, or in some instances all, of the VAT refund that the exporter previously paid. Foreign currency exchange Under the PRC foreign currency exchange regulations applicable to us, the Renminbi is convertible for current account items, including thedistribution of dividends, interest payments, and trade and service-related foreign exchange transactions. Conversion of Renminbi for capital account items,such as direct investment, loan, security investment and repatriation of investment, however, is still subject to the approval of the PRC State Administrationof Foreign Exchange, or SAFE. Foreign-invested enterprises may buy, sell and/or remit foreign currencies only at those banks authorized to conduct foreignexchange business, after providing valid commercial documents and, in the case of capital account item transactions, obtaining approval from SAFE. Capitalinvestments by foreign-invested enterprises outside of China are also subject to limitations, which include approvals by the Ministry of Commerce, SAFEand the State Reform and Development Commission. Mandatory statutory reserve and dividend distributions Under applicable PRC regulations, foreign-invested enterprises in China may pay dividends out of their accumulated profits only, if any, asdetermined in accordance with PRC accounting standards and regulations. In addition, a foreign-invested enterprise in China is required to set aside at least10% of its after-tax profit based on PRC accounting standards each year for its general reserve until the cumulative amount of such reserve reaches 50% of itsregistered capital. These reserves are not distributable as cash dividends. The board of directors of a foreign-invested enterprise has the discretion to allocate aportion of its after-tax profits to staff welfare and bonus funds, which may not be distributed to equity owners except in the event of liquidation. Employees As of December 31, 2014, 2013 and 2012 we had 201, 209 and 235 full-time employees. As of April 24, 2015 we had 201 full-time employees. The following table shows the breakdown in numbers and percentages of employees by department as of December 31, 2014: Functions Number ofemployees % of total Manufacturing 107 54%Technology 23 11%Research & Development 18 9%Quality Control 6 3%General Administration, Purchasing, Sales and Marketing 47 23%Total 201 100% Recently, Chinese labor costs are rising rapidly. In order to reduce labor costs, we reduced the number of manufacturing employees by improvingefficiency and automation. We also reduced the number of support staff to further reduce labor costs. 35 We have not experienced any significant labor disputes and consider our relationship with our employees to be good. Our employees are notcovered by any collective bargaining agreement. We have established an employee welfare plan in accordance with the relevant PRC laws and regulations. Our total expenses for this plan wereapproximately $93,003, $93,094 and $111,690 in 2014, 2013 and 2012, respectively. As we continue to expand our business, we believe it is critical to hire and retain top talent, especially in the areas of marketing, metal surfacetreatment, materials science, and technology engineering. We believe we have the ability to attract and retain high quality engineering talent in China basedon our competitive salaries, annual performance-based bonus system, and equity incentive program for senior employees and executives. In addition, wehave a training program for entry-level engineers that allows them to work closely with an experienced mentor to gain valuable hands-on experience andprovide other professional development opportunities, including seminars where experienced engineers give lectures on specific engineering topics and newmethods that can be applied to various projects. Legal Proceedings From time to time, we may be involved in various claims and legal proceedings arising in the ordinary course of business. We are not currently aparty to any such claims or proceedings which, if decided adversely to us, would either, individually or in the aggregate, have a material adverse effect on ourbusiness, financial condition, results of operations or cash flows. 4C. Organizational Structure We are affiliated with the Ossen Group, which is a Chinese conglomerate controlled by our Chairman, Dr. Tang. The Ossen Group’s core businessesinclude steel manufacturing, real estate and other investments. Our Shareholders Dr. Tang, our chairman, owns 100% of the shares of Effectual Strength Enterprises Ltd., a British Virgin Islands company, which currently ownsapproximately 59.4% of our outstanding ordinary shares. The spouse of our chief executive officer, Wei Hua, owns 100% of the shares of Fascinating AcmeDevelopment Ltd., which owns 3.0% of our outstanding ordinary shares. The spouse of the chief executive officer of Ossen Material Research (formerlyShanghai ZFX), which is an affiliated company of ours that supplies us with raw materials, owns 100% of the shares of Gross Inspiration Development Ltd.,which owns approximately 3.0% of our outstanding ordinary shares. In December 2011, 5 million shares were issued in our initial public offering. Currentlywe have 30.5% of our ordinary shares, or 6,061,459 shares, trading on NASDAQ in the form of ADS’s. The holders of the remaining approximately 3.9% ofour shares are investors that are residents of the PRC and are unaffiliated with Ossen. Our Subsidiaries British Virgin Islands Companies Ossen Innovation Group, our wholly owned subsidiary, is the sole shareholder of two holding companies organized in the British Virgin Islands:Ossen Group (Asia) Co., Ltd., or Ossen Asia, and Topchina Development Group Ltd., or Topchina. All of the equity of Ossen Asia and Topchina had beenheld by Dr. Tang, our Chairman, since inception. In May 2010, Dr. Tang transferred these shares to Ossen Innovation Group in anticipation of the publiclisting of our company’s shares in the United States. Ossen Asia is a British Virgin Islands limited liability company organized on February 7, 2002. Ossen Asia has one direct operating subsidiary inChina, Ossen Innovation Materials Co. Ltd., or Ossen Materials. Ossen Asia owns 81% of the equity of Ossen Materials. Topchina is a British Virgin Islands limited liability company organized on November 3, 2004. Ossen Materials and Topchina directly own anoperating subsidiary in China, Ossen (Jiujiang) New Materials Co., Ltd., or Ossen Jiujiang. As of December 31, 2014, Ossen Materials owns 20.5% of theequity of Ossen Jiujiang and Topchina owns 79.5%. 36 Ossen Materials Ossen Materials was formed in China on October 27, 2004 as a Sino-foreign joint venture limited liability company under the name Ossen(Ma’anshan) Steel Wire and Cable Co., Ltd. On May 8, 2008, Ossen Materials was restructured from a Sino-foreign joint venture limited liability company toa corporation. The name of the entity was changed at that time to Ossen Innovation Materials Co., Ltd. Ossen Asia owns 81% of the equity of Ossen Materials. The remaining 19% is held in the aggregate by four Chinese entities, two of which arecontrolled by Chinese governmental entities, one of which is controlled by Zhonglu Co. Ltd., a company whose shares are listed on the Shanghai StockExchange, and one of which is controlled by Chinese citizens. Through Ossen Materials, we have manufactured and sold plain surface PC strands, rare earth coated PC steel wires and PC wires in our MaanshanCity facility since 2004. The primary markets for the products manufactured at our Maanshan facility are Anhui Province, Jiangsu Province, ZhejiangProvince and Shanghai City, each in the PRC. Ossen Jiujiang On April 6, 2005, Shanghai Ossen Investment Holdings (Group) Co., Ltd., or Ossen Shanghai, acquired a portion of the bankruptcy assets of JiujiangSteel & Iron Company, including equipment, land use rights and inventory, for approximately RMB 20,000,000 (approximately $2.9 million). OssenJiujiang was formed by Ossen Shanghai in the PRC as a Sino-foreign joint venture limited liability company on April 13, 2005. Ossen Shanghai thentransferred the newly acquired assets to Ossen Jiujiang. At its inception, Ossen Jiujiang was owned by two entities: 33.3% of its equity was held by OssenAsia and 66.7% by Ossen Shanghai. In June 2005, Ossen Shanghai transferred its entire interest in Ossen Jiujiang to Topchina in exchange for approximately$2.9 million. In October 2007, Topchina transferred 41.7% of the equity in Ossen Jiujiang to Ossen Asia for no consideration. On December 17, 2007, OssenAsia transferred all of its shares in Ossen Jiujiang to Ossen Materials. On November 19, 2010, the Department of Commerce of Jiujiang City approved an increase in the registered capital of Ossen Jiujiang byapproximately $29.2 million, which capital must be paid in full by November 2013. On November 5, 2012, the Department of Commerce of Jiujiang Cityapproved a decrease in the registered capital of Ossen Jiujiang by approximately $9.2 million. As of December 31, 2014, Topchina paid approximately $20million of the increased registered capital to Ossen Jiujiang. As a result, 79.5% of Ossen Jiujiang is currently held by Topchina and 20.5% by OssenMaterials. On April 9, 2014, Ossen (Jiujiang) Steel Wire & Cable Co., Ltd. changed its name to Ossen (Jiujiang) New Materials Co., Ltd. Through Ossen Jiujiang, we manufacture zinc or rare earth coated PC wires and strands, plain surface PC strands, unbonded PC strands, helical rib PCwires, sleeper PC wires and indented PC wires. The primary markets for the PC strands manufactured in our Jiujiang facility are Jiangxi Province, HubeiProvince, Hunan Province, Fujian Province and Sichuan Province, each in the PRC. Organizational Structure Chart The following chart reflects our organizational structure: 37 4D. Property, Plants and Equipment Under PRC law, land is owned by the state. “Land use rights” are granted to an individual or entity after payment of a land use right fee is made tothe applicable state or rural collective economic organization. Land use rights allow the holder the right to use the land for a specified long-term period. We have land-use rights for facilities at two locations in the PRC, one in Maanshan City, Anhui Province and one in Jiujiang City, Jiangxi Province,which are utilized for production, research and development and employee living quarters. We have paid all amounts relating to these properties. The land-use rights for our Maanshan facility expires in 2058 and the rights for our Jiujiang facilities expire at different intervals, ranging from 2055 to 2057. Ourfacilities cover an aggregate of approximately 106,136 square meters. As of December 31, 2014, our production facility in Maanshan City had a total gross floor area of approximately 47,356 square meters and weemployed 45 production personnel at that facility. Our Maanshan facility contained seven production lines with an annual production of approximately97,511 tons in 2014. As of December 31, 2014, our production facility in Jiujiang City had a total gross floor area of approximately 58,780 square meters andwe employed 62 production personnel at that facility. Our Jiujiang facility contained eleven production lines with an annual production of approximately89,964 tons in 2014. Historically, we have not experienced any form of disruption in our production facilities. The total tonnage we manufactured was morethan 140,000 tons because a portion of our sold products were intermediate products. 38 We believe that our current property rights are sufficient for our current operations. Our growth strategy is to increase our capabilities for the production of rare earth coated prestressed materials, including rare earth coated PC wiresand PC strands. Recently, the Chinese market began to adopt zinc-aluminum alloy coated PC wires and PC strands, which have more corrosion-resistance andstronger protective effect than zinc coated PC wires and PC strands. We are currently developing the method to apply rare earth in zinc-aluminum alloycoating process. However, we do not intend to implement our expansion plans until market conditions improve. In the interim, we have upgraded ourexisting technology and machinery to increase our capacity. ITEM 4A.UNRESOLVED STAFF COMMENTS Not Applicable ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS The following discussion and analysis should be read in conjunction with our consolidated financial statements, the notes to those financialstatements and other financial data that appear elsewhere in this annual report. In addition to historical information, the following discussion containsforward-looking statements based on current expectations that involve risks and uncertainties. Actual results and the timing of certain events may differsignificantly from those projected in such forward-looking statements due to a number of factors, including those set forth in “Risk Factors” and elsewherein this report. Our consolidated financial statements are prepared in conformity with U.S. GAAP. 5A. Operating Results Overview General We manufacture and sell an array of plain surface prestressed steel materials and rare earth coated and zinc coated prestressed steel materials, whichwe believe is the most comprehensive array among our competitors in China. Our materials are used in the construction of bridges, highways and otherinfrastructure projects in the PRC and internationally. Our facilities are located in Maanshan City, Anhui Province and in Jiujiang City, Jiangxi Province, inthe People’s Republic of China. Based on our extensive experience in the industry, we believe that Ossen is one of the leading enterprises in the PRC in thedesign, engineering, manufacture and sale of customized prestressed steel materials used in the construction of bridges, highways, and other infrastructureprojects in China. On July 7, 2011, Ultra Glory and its sole shareholder entered into a share exchange agreement with Ossen Innovation Group, a British Virgin Islandslimited liability company organized on April 30, 2011 under the BVI Act and the shareholders of Ossen Innovation Group. Pursuant to the share exchangeagreement, Ultra Glory acquired from the shareholders of Ossen Innovation Group all of the issued and outstanding shares of Ossen Innovation Group, inexchange for an aggregate of 10,000,000 newly issued ordinary shares issued by Ultra Glory to the shareholders of Ossen Innovation Group. In addition, thesole shareholder of Ultra Glory sold all of the 5,000,000 ordinary shares of Ultra Glory that were issued and outstanding prior to the business combination, tothe shareholders of Ossen Innovation Group for cash, at a price of $0.03 per share. As a result, the individuals and entities that owned shares of OssenInnovation Group prior to the business combination acquired 100% of the equity of Ultra Glory, and Ultra Glory acquired 100% of the equity of OssenInnovation Group. Ossen Innovation Group is now a wholly owned subsidiary of Ultra Glory. In conjunction with the business combination, Ultra Glory filedan amended charter, pursuant to which Ultra Glory changed its name to Ossen Innovation Co., Ltd., changed its fiscal year end to December 31, changed thepar value of its ordinary shares to $0.01 per share and increased its authorized shares to 100,000,000. Upon the consummation of the business combination,we ceased to be a shell company. 39 Important Factors Affecting our Results of Operations and Existing Trends Migration of Our Business to the Domestic PRC Market Our results of operations depend in part on the proportion of international sales to domestic sales that we attain during a particular financialreporting period. Sales to international customers have historically generated profit margins that are approximately 2% to 5% higher on average than sales todomestic customers. In addition, we have historically collected a significant percentage of revenues generated by international sales by letter of credit, whichenables us to convert accounts receivable into cash more quickly. Our domestic customers currently pay between 150-180 days after receiving the materialsat the construction site. In June 2013, there was a temporary shortage of liquidity in the Chinese inter-bank market. In 2014, the Chinese governmentcontinued to follow a prudent monetary policy. As a result, our domestic customers paid 150 days after the materials were delivered in last two years. Thepayment terms, however, could be extended longer if the Chinese central bank tightens credit policy. In 2014, 2013 and 2012, we sold only 6.7%, 5.8% and8.6%, respectively, of our products to international customers, as a result of the global economic slowdown and the imposition of anti-dumping duties by theU.S. and the European Union. Our current business model is to continue focusing on the domestic PRC market, while selectively pursuing international opportunities whenappropriate. Under existing PRC governmental policies, especially the newly announced “One Belt, One Road” initiatives, significant investments areexpected to be made during the next decade to construct many new bridges and new railroads. We generated approximately 6.7% and 5.8%, respectively, of our revenue during the years ended December 31, 2014 and 2013 from sales tocustomers in international markets including primarily Vietnam, South Korea, Japan, New Zealand, Australia, Bangladesh, and Costa Rica, primarily for usein the construction of bridges. In October 2013, we were awarded a Japanese Industrial Standards (JIS) certificate. This certification allows us to sell ourSWPR7BL prestressed concrete strands in Japan. We then successfully completed a renovation project for our dedicated epoxy pre-stressed strand. Thisrenovation allowed us to secure more high-value, higher margin orders, particularly from the Japanese marketplace. Due to the anti-dumping measuresimposed by the United States and European Union and increased demand for our products in these other markets, we do not intend to reestablish a presencein the United States or the European Union at the levels we experienced in 2008 in the near future. However, if opportunities arise in the U.S. or EU marketsor in other international markets for us to win bids on projects or to reengage with former customers or establish relationships with new customers, we wouldpursue such opportunities. Product Mix and Industry Trends Our results of operations also depend in part on the product mix that we attain during a particular financial reporting period. We produce and sellproducts according to customer orders. The sales prices of our rare earth coated products are generally higher than the prices of our plain surface, stabilizedand zinc coated products. Since the increase in our expenses in developing and selling rare earth coated materials is less than the increased sales prices, theseproducts generate higher revenues. In 2012, as market conditions were depressed, the average gross margin of plain surface products was approximately 7% and the average grossmargin of our coated products, including rare earth coated and zinc coated products, was approximately 11%. In 2013, the average gross margin of plainsurface products was approximately 7.9% and the average gross margin of our coated products, including rare earth coated and zinc coated products, wasapproximately 10.4%. In 2014, the average gross margin of plain surface products was approximately 11.9% and the average gross margin of our coatedproducts, including rare earth coated and zinc coated products, was approximately 10.6%. The increase in average gross margin of plain surface PC strandswas mainly due to the decrease of purchase price of raw materials of plain surface PC strands and the increase of oversea sales of plain surface PC strandswhich normally have higher gross profit margin than domestic sales. We expect that the gross margin of our coated products should recover once market conditions improve and we expect “One Belt, One Road”initiatives and the plan to develop railroad in Central and Western China will create more bidding opportunities for us in 2015. However, we can provide noassurances that our margins will in fact improve in 2015. A certain number of these projects will require higher strength PC wires and PC strands and weexpect the sales of our higher strength rare earth coated PC wires and PC strands will benefit from these new initiatives. In addition, gross margins for our rareearth coated products are generally higher than zinc coated products because rare earth coating technology enables us to produce base on lower grade rawmaterials, which increases gross margin. However, there is a risk that the gross margin of our coated products, including rare earth, may decrease in the futurein the event that more competitors that successfully develop products of the same quality as our coated products at a lower cost penetrate our market or ifdemand for our coated product weakens because the PRC government scales back spending on infrastructure projects or for other reasons. 40 As an overall percentage of sales, sales of our coated products decreased from 88.3% in 2013 to 87.1% in 2014. 90.0% and 90.7%, respectively, ofour coated product sales in the years ended December 31, 2013 and December 31, 2014 were sales of rare earth coated products and the remaining 10.0% and9.3%, respectively, were zinc coated products. Our plan is to continue to increase sales of our rare earth coated products – including new zinc-aluminum alloycoated products that we are trying to develop – to manufacturers of steel cables for bridges and other infrastructure projects, both in the PRC andinternationally, in order to increase our revenues and profits. Favorable price and terms for supply of principal raw materials Our principal raw material is high carbon steel wire rods that we typically purchase from multiple primary steel producers. The steel industry as awhole is cyclical and, at times, pricing and availability of steel can be volatile due to numerous factors beyond our control, including general domestic andinternational economic conditions, labor costs, sales levels, competition, levels of inventory held by us and other steel service centers, consolidation of steelproducers, higher raw material costs for steel producers, import duties and tariffs and currency exchange rates. This volatility can significantly affect theavailability and cost of raw materials for us. We, like many other steel service centers, maintain substantial inventories of steel to accommodate the short lead times and just-in-time deliveryrequirements of our customers. Accordingly, we purchase steel in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy theanticipated needs of our customers based upon historic buying practices, supply agreements with customers and market conditions. Our key suppliers usuallydedicate portions of their inventories as reserves to meet our manufacturing requirements. These key suppliers are generally provided a prepayment and inreturn, they give us discounts compared to prevailing market prices. When market condition and our profitability improve, we expect to gradually reduceprepayment and purchase at prevailing market prices in effect at the time we place our orders to improve our cash position and liquidity. We have no long-term, fixed-price steel purchase contracts. When steel prices increase, competitive conditions will influence how much of the priceincrease we can pass on to our customers. To the extent we are unable to pass on future price increases in our raw materials to our customers, the net sales andprofitability of our business could be adversely affected. When steel prices decline, customer demands for lower prices and our competitors' responses to those demands could result in lower sale prices and,consequently, lower margins. Significant or rapid declines in steel prices or reductions in sales volumes could result in us incurring inventory or goodwillimpairment charges. Changing steel prices therefore could significantly impact our net sales, gross margins, operating income and net income. In 2010 and2011, the impact of steel price fluctuation on our results of operations was immaterial. In 2012, our average raw material price decreased because China’ssteel price decreased as a result of the soft demand in domestic market and high inventory of the industry and we manufactured and sold products whichrequired lower grade and lower price raw materials compared to 2011. In 2013 and 2014, steel supply continued to outpace demand as China’s economicgrowth slowed and growth in steel demand in China remained weak. The price of our principal raw materials decreased in 2013 and 2014 due to the marketcondition of steel industry in China. However, since these materials are produced by only a select few steel manufacturers, the average price of our principalraw materials was not as volatile as other steel products, and the decline is not as much as those that are mass produced. We currently purchase almost all of our new materials from a very small number of suppliers. Purchases from our five largest suppliers amounted to95.1%, 91.6% and 97.6% of our total raw material purchases in 2014, 2013 and 2012, respectively. To date, we have been able to obtain favorable pricingand delivery terms from these suppliers. However, as we continue to increase the scale of our production, we may need to further diversify our suppliernetwork and, as a result, may not be able to obtain favorable pricing and delivery terms from new suppliers. 41 Since the introduction in 2009 of our rare earth coated materials, which undergo a coating process that reduces the loss in strength and performancethat prestressed materials otherwise undergo during our manufacturing processes, we have lowered the standards for strength and performance requirementsfor our raw materials. Production capacity As of December 31, 2014, we had production capacity of 140,000 tons annually, which was the same as December 31, 2013. We intend to expandour existing capabilities used for the production of rare earth coated prestressed materials, including rare earth coated PC wires and PC strands. Recently, theChinese market began to adopt zinc-aluminum alloy coated PC wires and PC strands, which have more corrosion-resistance and stronger protective effectthan zinc coated PC wires and PC strands. Therefore, our research and development department is currently developing the method to apply rare earth in zinc-aluminum alloy coating process. We will continue our expansion plan pending the completion of development of the method to apply rare earth in zinc-aluminum alloy coating process, subject to improvement in market conditions. In the interim, we have upgraded our existing technology and machinery toincrease capacity. In 2013, our production capacity utilization rate was 100% and 90.0% of coated products sold in 2013 were rare earth coated products. In 2014, ourproduction capacity utilization rate was 100% and 90.7% of coated products sold in 2014 were rare earth coated products. Based on existing and anticipatedtrends in our industry, we believe that utilization in 2015 will reflect 2014 utilization rates. However, in order to maintain a utilization rate of 100% since2013 we have needed to manufacture at times intermediate products that we sell to other manufacturers, rather than final products that we generally sell to ourcustomers. Furthermore, we have upgraded our manufacturing technology and equipment in order to increase the production capabilities of our existinginfrastructure. As such, to the extent we receive an increase in orders for final products over 2014 levels, we would be able to increase our output utilizing ourexisting capacity. Slow Growth of the Chinese Economy We operate our manufacturing facilities in China and derive the majority of our revenues from sales to customers in China. As such, economicconditions in China affect virtually all aspects of our operations, including the demand for our products, the availability and prices of our raw materials andour other expenses. In 2013 and 2014, the Chinese government continued its prudent monetary policy and China’s economy growth was at a single-digitlevel. Domestic demand for, and consumption of, prestressed steel products has decreased as a result of slowdown of Chinese economy growth. We anticipatethat the demand for our materials in China will recover gradually as the Chinese government carries out its plans to further develop the transportationinfrastructure in the PRC. However, any adverse changes in economic conditions or regulatory environment in China may have a material adverse effect onour future performances. Level of income tax and preferential tax treatment Our net income is affected by the income tax that we pay and any preferential tax treatment that we are able to receive. Our operating subsidiaries aresubject to the PRC enterprise income tax, or EIT. According to the relevant laws and regulations in the PRC, foreign invested enterprises established prior toJanuary 1, 2008 are entitled to full exemption from income tax for two years beginning with the first year in which such enterprise is profitable and a 50%income tax reduction for the subsequent three years. Ossen Materials was entitled to an EIT exemption during the two years ended December 31, 2006 andwas subject to a 50% income tax reduction during the three years ended December 31, 2009. Ossen Jiujiang was entitled to the EIT exemption during the twoyears ended December 31, 2008, and a 50% income tax reduction during the three years ended December 31, 2012. Ossen Materials was subject to a 15% tax rate through 2012 as the result of its being designated a high-tech enterprise. In 2012, Ossen Materialsrenewed its status of high-tech enterprise, and will be subject to a 15% tax rate through 2015. Ossen Jiujiang was subject to a 15% tax rate through 2011 asthe result of its being designated a high-tech enterprise. Since January 1, 2012, Ossen Jiujiang has enjoyed a tax rate of 15% as it is considered as a high-techenterprise. In the event that our income tax obligations increase over time, our net income will be affected. 42 Foreign currency translation Our financial statements are expressed in U.S. dollars but the functional currency of our operating subsidiaries is RMB. Our results of operations aretranslated at average exchange rates during the relevant financial reporting periods, assets and liabilities are translated at the unified exchange rate at the endof these periods and equity is translated at historical exchange rates. Adjustments resulting from the process of translating the local currency financialstatements into U.S. dollars are included in determining comprehensive income. Description of Selected Income Statement Items Revenues . We generate revenue from sales of our prestressed steel products, including plain surface products and rare earth coated products. We alsoderive an insignificant amount of revenue from providing services to select customers. Service revenues account for less than 2% of total revenues for allperiods presented and is recognized upon delivery and acceptance of the finished products by the customer, or when pick up occurs. Cost of goods sold . Cost of goods sold includes direct and indirect production costs, as well as freight and handling costs for products sold. Selling expenses. Selling expenses consist of sales commissions, payroll, traveling expenses, transportation expenses and advertising expenses. Forexample, we typically pay our international distribution customers a commission ranging from 0.6% to 1.4% of invoiced amounts (including VAT) actuallypaid to us. General and administrative expenses. General and administrative expenses consist primarily of research and development expense, management andoffice salaries and employee benefits, deprecation for office facility and office equipment, travel and entertainment, legal and accounting, consulting fees andother office expenses. Financial expenses. Financial expenses consist of interest expense on bank loans, interest income and other bank charges Other Income. Our other income consisted of government grants and revenue from sales of scrap materials in 2014, 2013 and 2012. Income Taxes. Ossen Materials and Ossen Jiujiang have been recognized by their respective local government agencies as high-tech enterprises. As aresult, both subsidiaries were subject to an income tax rate of 15% under relevant PRC income tax laws in 2013. In the event that our income tax obligations increase over time, our net income will be affected. Results of Operations The following table sets forth the key components of our results of operations for the periods indicated, in dollars and as a percentage of revenue. (All amounts in U.S. dollars, except for percentages) For Year Ended December 31, 2014 % of Revenue 2013 % of Revenue 2012 % of Revenue Revenues 123,571,455 100.0% 113,891,989 100.0% 122,397,886 100.0%Cost of Goods Sold 110,250,876 89.2% 102,353,957 89.9% 111,611,457 91.2%Gross profit 13,320,579 10.8% 11,538,032 10.1% 10,786,429 8.8%Selling expenses 772,383 0.6% 625,500 0.5% 917,074 0.7%General andadministrative expenses 6,340,584 5.1% 3,485,118 3.1% 3,950,934 3.2%Total operatingexpenses 7,112,967 5.8% 4,110,618 3.6% 4,868,008 4.0%Income from operation 6,207,612 5.0% 7,427,414 6.5% 5,918,421 4.8%Interest expenses, net (2,401,268) -1.9% (2,696,966) -2.4% (3,556,045) -2.9%Other income, net 907,941 0.7% 558,426 0.5% 911,430 0.7%Income before incometaxes 4,714,285 3.8% 5,288,874 4.6% 3,273,806 2.7%Income Taxes (578,727) -0.5% (1,219,030) -1.1% (557,428) -0.5%Net Income 4,135,558 3.3% 4,069,844 3.6% 2,716,378 2.2% Less: net incomeattributable to non-controlling interest 276,682 0.2% 426,440 0.4% 335,099 0.3%Net income attributableto controlling interest 3,858,876 3.1% 3,643,404 3.2% 2,381,279 1.9%Other comprehensiveincome- Foreigncurrency translationgain 779,135 0.6% 1,647,348 1.4% 703,573 0.6%Total othercomprehensive income 779,135 0.6% 1,647,348 1.4% 703,573 0.6%Comprehensive Income 4,638,011 3.8% 5,290,752 4.6% 3,084,852 2.5% 43 Year Ended December 31, 2014 Compared to Year Ended December 31, 2013 Revenues. During the year ended December 31, 2014, we had revenues of approximately $123.6 million as compared to revenues of approximately$113.9 million during year ended December 31, 2013, an increase of approximately $9.7 million, or 8.5%. The increase in our revenues during the yearended December 31, 2014 was mainly attributable to an increase in sales of rare earth coated PC wires and PC strands. The following table provides a breakdown of our revenues during the years ended December 31, 2014 and 2013, respectively: Year ended December 31, 2014 2013 Change from Revenue ($) % of Total Revenue Revenue ($) % of Total Revenue 2013 to 2014 Products: Plain surface PC strands 12,198,665 9.9% 11,874,856 10.4% 1.9%Zinc coated PC wires and PC strands 10,030,458 8.1% 10,025,847 8.8% 0.5%Rare earth coated PC wires and PCstrands 97,566,192 79.0% 90,563,991 79.5% 7.8%Others 3,776,140 3.1% 1,427,295 1.3% 164.6%Total 123,571,455 100% 113,891,989 100% 8.5% 44 The market for our higher strength rare earth coated products was in the slow recovery process and the demand for our higher strength and highermargin rare earth coated products slightly improved compared to 2013 but was still at low level in 2014. However, the demand for lower strength coatedmaterials was at a higher level compared to higher strength coated materials and we used lower grade raw materials for some of our rare earth coated productsto improve margins without sacrificing product strength or quality. As a result, we sold these products at a more competitive price than our competitors due tolower cost of raw materials and we were able to increase the sales of rare earth coated PC wires and PC strands by $7.0 million, or 7.8%, to $97.6 million forthe year of 2014. The sales of zinc coated PC wires and PC strands were $10.0 million during the year ended December 31, 2014, an increase of 0.5%, compared to theyear ended December 31, 2013. The slight increase of sales generated by zinc coated products in 2014 was primarily due to the slow recovery of the market in2014. The sales of plain surface PC strands and PC wires were $12.2 million during the year ended December 31, 2014, an increase of $0.3 million, or1.9%, compared to the year ended December 31, 2013. This increase of sales generated by plain surface PC strands and PC wires was primarily due to newinternational markets developed, especially Japan, which normally has higher gross margin compared to the domestic market. Other sales were $3.8 million during the year ended December 31, 2014, an increase of $2.3 million, or 164.6%, compared to the year endedDecember 31, 2013. This increase was primarily due to more spare raw materials sold in 2014 compared to 2013 and the increase of service revenue. Cost of Goods Sold. Cost of goods sold was approximately $110.3 million during the year ended December 31, 2014, as compared to approximately$102.4 million during the year ended December 31, 2013, representing an increase of 7.8%, or approximately $7.9 million. This increase primarily resultedfrom the increase of revenues and partially offset by the decrease of average price of raw materials. As a percentage of revenues, cost of goods sold decreasedfrom 89.9% to 89.2% during the year ended December 31, 2014. . Gross Profit and Gross Margin. Our gross profit is equal to the difference between our revenues and our cost of goods sold. Our gross profit increased15.4% to approximately $13.3 million during the year ended December 31, 2014, from approximately $11.5 million for the same period in 2013. For theyears ended December 31, 2014 and 2013, our gross margin was 10.8% and 10.1%, respectively. The increase of gross margin was primarily due to thedecrease of average price of raw materials and new international market developed, especially Japan, which normally has higher gross margin compared todomestic market. Selling Expenses. Selling expenses totaled $0.8 million for the year ended December 31, 2014, as compared to $0.6 million for the year endedDecember 31, 2013, an increase of 23.5%. This increase was attributable primarily due to higher transportation cost associated with new overseas' customersand higher commission fees. General and Administrative Expenses. General and administrative expenses totaled $6.3 million for the year ended December 31, 2014, as comparedto $3.5 million for the year ended December 31, 2013, an increase of 81.9%. The increase in 2014 was primarily due to increase in research and developmentexpenses. The increase in research and development expenses was primarily due to the cost associated with the development of products for new customersand rare earth zinc-aluminum coated products. 45 Operating Income. As a result of the foregoing, operating income for the year ended December 31, 2014 was approximately $6.2 million, a decreaseof 16.4% as compared to approximately $7.4 million for the same period in 2013. This decrease was primarily due to a $2.7 million increase in research anddevelopment expenses and a $0.5 million increase in bad-debt provision. As a percentage of net sales, operating income decreased from 6.5% to 5.0% duringthe year ended December 31, 2014. Income Taxes. We incurred income tax expenses of $0.6 million and $1.2 million in the fiscal years ended December 31, 2014 and 2013,respectively. Ossen Materials was subject to a 15% tax rate through 2014 as the result of its being designated a high-tech enterprise. In 2012, Ossen Materialsrenewed its status of high-tech enterprise, and will be subject to a 15% tax rate through 2015. Starting from January 1, 2012, Ossen Jiujiang enjoys a tax rateof 15% as it is considered as a high-tech enterprise by the PRC government. We intend to renew both subsidiaries’ status of high-tech enterprise and continueto be subject to a 15% tax rate before they are expired, but there can be no assurance our renewal of tax status will be successful. Net Income. As a result of the foregoing, our net income totaled approximately $4.1 million for the year ended December 31, 2014, as compared toapproximately $4.1 million for the year ended December 31, 2013, an increase of 1.6%. Net Income Attributable to Non-controlling Interest. We own 81% of Ossen Materials and 96.1% of Ossen Jiujiang in the aggregate. Net incomeattributable to non-controlling interest represents the net income attributable to the holders of the remaining shares. Foreign Currency Translation. Our financial statements are expressed in U.S. dollars but the functional currency of our operating subsidiaries isRMB. Our results of operations are translated at average exchange rates during the relevant financial reporting periods, assets and liabilities are translated atthe unified exchange rate at the end of these periods and equity is translated at historical exchange rates. Adjustments resulting from the process oftranslating the local currency financial statements into U.S. dollars are included in determining comprehensive income. Year Ended December 31, 2013 Compared to Year Ended December 31, 2012 Revenues. During the year ended December 31, 2013, we had revenues of approximately $113.9 million as compared to revenues of approximately$122.4 million during year ended December 31, 2012, a decrease of approximately $8.5 million, or 6.9%. The decrease in our revenues during the year endedDecember 31, 2013 was attributable to a decrease in sales of zinc coated PC wires and PC strands and plain surface PC strands, and other sales income, aspartially offset by an increase in sales of rare earth coated PC wires and PC strands. The following table provides a breakdown of our revenues during the years ended December 31, 2013 and 2012, respectively: Year ended December 31, 2013 2012 Change from Revenue ($) % of Total Revenue Revenue ($) % of Total Revenue 2012 to 2013 Products: Plain surface PC strands 11,874,856 10.4% 19,565,010 16.0% -39.3%Zinc coated PC wires and PC strands 10,025,847 8.8% 10,683,590 8.7% -6.2%Rare earth coated PC wires and PCstrands 90,563,991 79.5% 81,948,454 67.0% 10.5%Others 1,427,295 1.3% 10,200,832 8.3% -86.0%Total 113,891,989 100% 122,397,886 100% 6.9% 46 The reasons for the change in our product mix from 2012 to 2013 were as follows: In 2013, the Chinese government continued its prudent monetary policy and China’s economy growth was still at a single-digit level. Manygovernment approved infrastructure projects were still suspended for construction due to funding difficulties. In addition, China’s inter-bank marketexperienced a severe liquidity shortage in June 2013 which further negatively impacted funding for infrastructure projects in 2013. Thus, the demand for ourhigher strength and higher margin rare earth coated products was still low in 2013. The demand for lower strength coated materials was at a higher levelcompared to higher strength coated materials and we decided to utilize our capacity to produce lower strength rare earth coated products to meet marketdemand and customer orders and generate more revenue in 2013. With our rare earth coating technology, we were able to produce these products with lowergrade raw materials compared to traditional technology. As a result, we sold these products at a more competitive price than our competitors due to lower costof raw materials and we were able to increase the sales of rare earth coated PC wires and PC strands by $8.7 million, or 10.5%, to $90.6 million for the year of2013. We expect several major bridges and infrastructure projects will commence construction in 2014 and most of these projects will require higherstrength rare earth coated PC wires and PC strands. We expect demand for our higher strength rare earth coated products will gradually recover in the nearfuture due to their anti-corrosion and other beneficial properties, including their long life span. In addition, because of the higher strength of the individualrare earth coated PC strands and wires, fewer wires and strands are required for these projects, thereby decreasing the overall cost to our customers. As a result,we expect that revenue generated by sales of our rare earth coated products will increase on a year over year basis in the near future. The sales of zinc coated PC wires and PC strands were $10.0 million for the year of 2013, a decrease of $0.7 million or 6.2% compare to the prioryear. The decrease of sales generated by zinc coated products in 2013 was primarily due to overall low demand and high inventory in the market. The sales of plain surface PC strands and PC wires were $11.9 million for the year of 2013, a decrease of $9.2 million or 39.3% compare to the prioryear. Our strategy is to focus on rare earth coated and zinc coated products which resulted in the decrease of the sales of plain surface PC strands and PC wiresin 2013. Other sales were $1.4 million for the year of 2013, decreased about 86.0% from $10.2 million for year of 2012. In 2012, we purchased more spare rawmaterials than actually needed in anticipation of more production of coated products and sold some of the raw materials to the market. Cost of Goods Sold. Cost of goods sold was approximately $102.4 million during the year ended December 31, 2013, as compared to approximately$111.6 million during the year ended December 31, 2012, representing a decrease of 8.3%, or approximately $9.3 million. As a percentage of revenues, costof goods sold decreased from 91.2 % to 89.9 % during the year ended December 31, 2013. This decrease primarily resulted from the decrease in sales and thedecrease in the average price of raw materials in 2013. Gross Profit and Gross Margin. Our gross profit is equal to the difference between our revenues and our cost of goods sold. Our gross profit increased7.0% to approximately $11.5 million during the year ended December 31, 2013, from approximately $10.8 million for the same period in 2012. For the yearsended December 31, 2013 and 2012, our gross margin was 10.1% and 8.8%, respectively. The increase of gross margin was primarily due to the decrease inthe average price of raw materials and increased sales of higher margin products, partially offset by the decrease in the average unit price in 2013. Selling Expenses. Selling expenses totaled $0.6 million for the year ended December 31, 2013, as compared to $0.9 million for the year endedDecember 31, 2012, a decrease of 31.8%. This decrease was attributable primarily to a decrease in commissions of sales agency and lower transportation costduring 2013. General and Administrative Expenses. General and administrative expenses totaled $3.5 million for the year ended December 31, 2013, as comparedto $4.0 million for the year ended December 31, 2012, a decrease of 11.8%. The decrease in 2013 was primarily due to the decrease in bad debt expense,partially offset by the increase of approximately $0.1 million in cost associated with research and development compared to 2012. 47 Operating Income. As a result of the foregoing, operating income for the year ended December 31, 2013 was approximately $7.4 million, an increaseof 25.5% as compared to approximately $5.9 million for the same period in 2012. This was primarily due to higher overall gross margin and lower selling,general and administrative expenses in 2013 compared to 2012. As a percentage of net sales, operating income increased from 4.8% to 6.5% during the yearended December 31, 2013. Income Taxes. We incurred income tax expenses of $1.2 million and $0.6 million in the fiscal years ended December 31, 2013 and 2012,respectively. Ossen Materials was subject to a 15% tax rate through 2013 as the result of its being designated a high-tech enterprise. In 2012, Ossen Materialsrenewed its status of high-tech enterprise, and will be subject to a 15% tax rate through 2015. Starting from January 1, 2012, Ossen Jiujiang enjoys a tax rateof 15% as it is considered as a high-tech enterprise by the PRC government. Net Income. As a result of the foregoing, our net income totaled approximately $4.1 million for the year ended December 31, 2013, as compared toapproximately $2.7 million for the year ended December 31, 2012, an increase of 49.8%. Net Income Attributable to Non-controlling Interest. We own 81% of Ossen Materials and 96.1% of Ossen Jiujiang in the aggregate. Net incomeattributable to non-controlling interest represents the net income attributable to the holders of the remaining shares. Foreign Currency Translation. Our financial statements are expressed in U.S. dollars but the functional currency of our operating subsidiaries isRMB. Our results of operations are translated at average exchange rates during the relevant financial reporting periods, assets and liabilities are translated atthe unified exchange rate at the end of these periods and equity is translated at historical exchange rates. Adjustments resulting from the process oftranslating the local currency financial statements into U.S. dollars are included in determining comprehensive income. Critical Accounting Policies and Estimates Our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. Our financial statements reflect the selection andapplication of accounting policies, which require management to make significant estimates and judgments. See Note 2 to our consolidated financialstatements, “Summary of Significant Accounting Policies.” We believe that the following paragraphs reflect the most critical accounting policies thatcurrently affect our financial condition and results of operations. Use of Estimates The preparation of the consolidated and combined financial statements in conformity with generally accepted accounting principles in the UnitedStates of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure ofcontingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reportingperiods. Management makes these estimates using the best information available at the time the estimates are made. Actual results could differ from thoseestimates. Revenue Recognition In accordance with the ASC Topic 605, “Revenue Recognition”, the Company recognizes revenue when persuasive evidence of an arrangementexists, delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectability is reasonable assured. The Company derives revenues from the processing, distribution and sale of own products. The Company recognizes its revenues net of value-addedtaxes (“VAT”). The Company is subject to VAT which is levied on the rate of 17% on the invoiced value of sales. Output VAT is borne by customers inaddition to the invoiced value of sales and input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded forexport sales. 48 The Company will recognize revenue for domestic sales based on the terms defined in the contract as long as risk of loss has transferred to thecustomers and each of the criteria under ASC 605 have been met. Contracts terms may require the Company to deliver the finished goods to the customers’location or the customer may pick up the finished goods at the Company’s factory. International sales are recognized when shipment clears customs andleaves the port. The Company also derives an insignificant amount of revenue from providing services to select customers. Service revenues account for less than2% of total revenues for all periods presented and is recognized upon delivery and acceptance of the finished products by the customer, or when pick upoccurs. Contracts with distributors do not offer any chargeback or price protection. The Company experienced no product returns and recorded no reservefor sales returns for the years ended December 31, 2014, 2013 and 2012. Research and Development Research and development costs are expensed as incurred and totaled approximately $3,914,918, $1,260,440 and $1,132,256 for the years endedDecember 31, 2014, 2013 and 2012, respectively. Research and development costs are included in general and administrative expenses in the accompanyingstatements of operations. Research and development costs are incurred on a project specific basis. Income Taxes The Company accounts for income taxes following the liability method pursuant to FASB ASC 740 “Income Taxes”. Under this method, deferredtax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax ratesthat will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if,based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect ondeferred taxes of a change in tax rate is recognized in income in the period that includes the enactment date. The Company also follows FASB ASC 740, which addresses the determination of whether tax benefits claimed or expected to be claimed on a taxreturn should be recorded in the financial statements. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely thannot that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognizedin the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of beingrealized upon ultimate settlement. ASC 740 also provides guidance on recognition, classification, interest and penalties on income taxes, accounting ininterim periods and requires increased disclosures. As of December 31, 2013, the Company did not have a liability for unrecognized tax benefits. The Company has not provided for income taxes on accumulated earnings amounting $41,518,259 that are subject to the PRC dividendwithholding tax as of December 31, 2013, since these earnings are intended to be permanently reinvested. Fair Value of Financial Instruments The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures, to the financial instruments that are required to becarried at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or mostadvantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tierfair value hierarchy based upon observable and non-observable inputs that prioritizes the information used to develop our assumptions regarding fair value.Fair value measurements are separately disclosed by level within the fair value hierarchy. FASB ASC 820 (formerly SFAS No. 157 Fair Value Measurements)establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levelsbased on the extent to which inputs used in measuring fair value are observable in the market These tiers include: 49 · Level 1—defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; · Level 2—defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and · Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The company’s financial instruments primarily consist of cash and cash equivalents, restricted cash, accounts receivable, notes receivable, accountspayable, other payables and accrued liabilities, short-term bank loans, and bond payable. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and other current assets and liabilitiesapproximate fair value because of the short term nature of these items. The estimated fair values of short-term bank loans were not materially different fromtheir carrying value as presented due to the short maturities and that the interest rates on the borrowing approximate those that would have been available forloans of similar remaining maturity and risk profile. As the carrying amounts are reasonable estimates of the fair value, these financial instruments areclassified within Level 1 of the fair value hierarchy. Bond payable is a financial instrument whose value is determined by unobservable inputs in which little market data exists. As the Company isrequired to develop its own assumptions, bond payable is classified within Level 3 of the fair value hierarchy. The balance of bond payable, which wasmeasured and disclosed at fair value, was 15,972,837 and $0 at December 31, 2014 and 2013, respectively. Accounts Receivable Accounts receivable are carried at net realizable value. The Company reviews its accounts receivables on a periodic basis and makes general andspecific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, theCompany considers many factors, including the age of the balance, customer’s historical payment history, its current credit-worthiness and current economictrends. Accounts are written off after exhaustive efforts at collection. If accounts receivable are to be provided for, or written off, they would be recognized inthe consolidated statement of operations within operating expenses. Balance of allowance of doubtful accounts was $1,336,177 and $1,277,091 at December31, 2013 and 2012, respectively. Inventories Inventories are stated at the lower of cost or net realizable value, which is based on estimated selling prices less any further costs expected to beincurred for completion and disposal. Cost of raw materials is calculated using the weighted average method and is based on purchase cost. Work-in-progressand finished goods costs are determined using the weighted average method and comprise direct materials, direct labor and an appropriate proportion ofoverhead. The Company considers a provision for excess, obsolete, or slow-moving inventory based on changes in customer demand, technologydevelopments or other economic factors. At December 31, 2013 and 2012, the Company has no reserve for inventories. Advance to Suppliers Advance to Suppliers represents interest-free cash paid in advance to suppliers for purchases of raw materials. The balance of advance to supplierswas $56,327,390 and $50,614,815 at December 31, 2014 and 2013, respectively. Among the balance of $56,327,390, the aging of $29,692,901 was within60 days, $18,899,528 was between 60-90 days and $7,734,960 was over 90 days. No allowance was provided for the prepayments balance at December 31,2014. 50 In 2014, the PRC steel industry was still in a process of reducing inventory. We were able to receive raw materials delivered by our suppliers in 2014at a discounted price, locked in by prepayments. We expect to continue gradually reducing our balance of advance to suppliers once market conditionsimprove. Property, Plant, and Equipment Property, plant, and equipment are stated at cost less accumulated depreciation, and include expenditure that substantially increases the useful livesof existing assets. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives are as follows: Plant, buildings and improvements 5 ~ 20 years Machinery and equipment 5 ~ 20 years Motor vehicles 5 years Office Equipment 5 ~ 10 years When assets are sold or retired, their costs and accumulated depreciation are eliminated from the consolidated financial statements and any gain orloss resulting from their disposal is recognized in the period of disposition as an element of other income. The cost of maintenance and repairs is charged toincome as incurred, whereas significant renewals and betterments are capitalized. Land Use Rights According to the PRC laws, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land onlythrough land use rights granted by the Chinese government. The land use rights granted to the Company are being amortized using the straight-line methodover the lease term of fifty years. Impairment of Long-Lived Assets Long-lived assets are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carryingamounts may not be recoverable in accordance with FASB ASC 360, “Property, Plant and Equipment”. In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the assetand eventual disposition in accordance with FASB ASC 360-10-15. To the extent that estimated future, undiscounted cash inflows attributable to the asset,less estimated future, undiscounted cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the differencebetween the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through saleor abandonment, are reported at the lower of carrying value or fair value less costs to sell. No impairment loss is subsequently reversed even if facts and circumstances indicate recovery. There was no impairment loss recognized for theyears ended December 31, 2014, 2013 and 2012. Related Party In general, related parties exist when there is a relationship that offers the potential for transactions at less than arm’s-length, favorable treatment, orthe ability to influence the outcome of events different from that which might result in the absence of that relationship. A related party may be any of thefollowings: a) affiliate, a party that directly or indirectly controls, is controlled by, or is under common control with another party; b) principle owner, theowner of record or known beneficial owner of more than 10% of the voting interest of an entity; c) management, persons having responsibility for achievingobjectives of the entity and requisite authority to make decision; d) immediate family of management or principal owners; e) a parent company and itssubsidiaries; d) other parties that has ability to significant influence the management or operating policies of the entity. 51 FASB issued authoritative guidance that clarifies considerations relating to the consolidation of certain entities. The guidance requiresidentification of the Company’s participation in variable interest entities (“VIE”), which are defined as entities with a level of invested equity that is notsufficient to fund future activities to permit them to operation on a standalone basis, or whose equity holders lack certain characteristics of a controllingfinancial interest. That, for entities identified as a VIE, the guidance sets forth a model to evaluate potential consolidation based on an assessment of whichparty to a VIE, if any, bears a majority of the exposure to expected losses, or stand to gain from majority of its expected returns. The guidance also sets forthcertain disclosure regarding interests in a VIE that are deemed significant even if consolidation is not required. This item is discussed in further detail in Note10 – Related Party Transactions. Recently Issued Accounting Pronouncements The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of anysuch pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), “Revenuefrom Contracts with Customers (Topic 606)”. ASU 2014-09 will eliminate transaction-specific and industry-specific revenue recognition guidance undercurrent US GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognizerevenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature,amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments andassets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016,including interim periods within that reporting period. Early adoption is not permitted. Entities can transition to the standard either retrospectively or as acumulative effect adjustment as of the date of adoption. The Company is currently assessing the impact the adoption of ASU 2014-09 and the effect of thestandard on our ongoing financial reporting. In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-12 (“ASU 2014-12”),“Compensation—Stock Compensation (Topic 718) - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance TargetCould Be Achieved after the Requisite Service Period.” ASU 2014-12 requires that a performance target that affects vesting and that could be achieved afterthe requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards withperformance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fairvalue of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved andshould represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance targetbecomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognizedprospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service periodshould reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service periodends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. As indicated in thedefinition of vest, the stated vesting period (which includes the period in which the performance target could be achieved) may differ from the requisiteservice period. For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning afterDecember 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. Entities may apply theamendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards withperformance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modifiedawards thereafter. If retrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual periodpresented in the financial statements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, ifretrospective transition is adopted, an entity may use hindsight in measuring and recognizing the compensation cost. The Company is currently evaluatingthe impact of adopting this Update on its financial statements. 52 In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as aGoing Concern”, which will explicitly require management to assess an entity’s ability to continue as a going concern and to provide related footnotedisclosures in certain circumstances. Currently, there is no guidance in GAAP about management’s responsibility to evaluate whether there is substantialdoubt about an entity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide thatguidance. In doing so, the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments require management toassess an entity’s ability to continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards.Specifically, the amendments (1) provide a definition of the term “substantial doubt”, (2) require an evaluation every reporting period including interimperiods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt isalleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviatedand (6) require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in thisupdate are effective for the first annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application ispermitted. The Company is currently evaluating the impact of adopting this update on its financial statements. In January 2015, the FASB issued Accounting Standards Update No. 2015-01, “Income Statement-Extraordinary and Unusual Items (Subtopic 225-20)”, which simplifies income statement presentation by eliminating the concept of an extraordinary item. As a result, entities will no longer segregate anextraordinary item from the results of ordinary operations; separately present an extraordinary item on its income statement, net of tax, after income fromcontinuing operations; and disclose income taxes and earnings per share data applicable to an extraordinary item. The guidance is effective for the Companybeginning the first quarter of fiscal 2017 with early adoption permitted. The adoption of this guidance is not expected to have a significant impact on ourconsolidated financial position, results of operations, or cash flows. 5B. Liquidity and Capital Resources The major sources of our liquidity for fiscal years 2013 and 2012 were bank borrowings, including loans from banks and bank acceptance notes. In2014, in addition to bank borrowings, our subsidiary in Maanshan, Ossen Materials, completed a private placement of approximately $16.2 million inaggregate principal amount of notes to certain accredited investors in China. The notes bear a fixed interest rate of 10.75% per annum, payable annually inarrears, and mature on September 2, 2016. After deducting placement agent fees and other offering expenses, Ossen Materials received net proceeds ofapproximately $15.4 million. We expect to finance our operations and working capital needs in the near future from cash generated from operations andshort-term borrowings. Our cash and cash equivalents, which are denominated in RMB, were approximately $0.7 million at December 31, 2014, as compared to $1.1million at December 31, 2013 and $2.0 million at December 31, 2012. Our restricted cash was approximately $17.6 million at December 31, 2014, ascompared to $31.8 million at December 31, 2013 and $25.4 million at December 31, 2012. For the year ended December 31, 2014, we used a significantportion of our cash reserve to purchase raw materials to satisfy our production needs and to maintain satisfactory levels of inventory. We also generated netprofits and positive cash flow from operating activities were able to renew loans and notes with our lenders. We believe that our cash reserves, together withexpected cash flow from operations and short-term loans, are sufficient to allow us to continue to operate for the next 12 months. For details of our bank loansand notes payables please see “Bank Loans and Bank Acceptance Notes” below. We received net proceeds of $20.3 million from our initial public offering in December 2010. Our intention was to use the proceeds to increase ourproduction capacity for rare earth coated products. However, our capacity expansion plan was delayed due to among other reasons, the inability of ourEuropean supplier to fulfill the contract in 2011 and 2012, and the new technology development in our industry. Furthermore, due to tight lendingconditions in the PRC in 2013, we used the proceeds to help financing our working capital. 53 We are developing rare earth coating application for zinc-aluminum alloy coated products, which are more corrosion-resistant than zinc coatedproducts. We will continue our expansion plan pending the completion of development of the method to apply rare earth in zinc-aluminum alloy coatingprocess and the improvement of market conditions. We currently estimate that the entire cost of this expansion will be approximately $22 million. We intendto fund the costs of this expansion from short-term bank loans, other sources of financing, or cash from operations. Accounts Receivable In 2014, our domestic customers generally paid between 150-180 days after receiving the materials at their construction site. Our accountsreceivable increased to $48.2 million at December 31, 2013 from $45.7 million at December 31, 2012 as a result of the conservative monetary policymaintained by the Chinese government and a temporary shortage of liquidity in Chinese inter-bank market in June 2013. As of December 31, 2014, ouraccounts receivable increased to $53.8 million from $48.2 million at December 31, 2013. The increase was primarily due to the prudent monetary policymaintained by the Chinese government in 2014, which impacted the timing of our customers’ payments to us. We have collected 21.0% or $11.3 million ofaccounts receivable outstanding as of December 31, 2014 in cash as of April 10, 2015. See note 2 to our audited financial statements for a schedule of ourvaluation account. The average Days Sales Outstanding (“DSO”) of 2013 and 2014 were 150 days and 151 days, respectively. The DSO as of December 31, 2013 and2014 were 154 days and 159 days, respectively. The following table describes the aging of our accounts receivable during 2013 and 2014: As of Date Account Receivables Balance (in US Dollars) <60 days 60-90 days 90-180 days >180 days Dec. 31, 2014 53,764,414 16,547,314 12,798,090 11,177,912 13,241,098 Dec. 31, 2013 48,200,076 22,769,650 7,479,699 6,274,647 12,089,861 Approximately 23.8%, or $3.2 million of $13.2 million of accounts receivable aged over 180 days as of December 31, 2014 were from the Ministry ofRailway. As of April 10, 2015, we have collected approximately $11.3 million or 21.0% of the $53.8 million of accounts receivable outstanding as ofDecember 31, 2014 in cash. Major Customers During the years ended December 31, 2014, 2013 and 2012, our six largest customers contributed 74.9%, 61.3% and 78.1% of our total sales,respectively. See “Business—Our Customers” above. As a result of our reliance on a limited number of customers, we may face pricing and other competitivepressures, which may have a material adverse effect on our profits and our revenues. The volume of products sold for specific customers varies from year toyear, especially since we are not the exclusive provider for any customers. In addition, there are a number of factors, other than our performance, that couldcause the loss of a customer or a substantial reduction in the products that we provide to any customer and that may not be predictable. For example, ourcustomers may decide to reduce spending on our products due to insufficient funding or delay of the project, or a customer may no longer need our productsfollowing the completion of a project. The loss of any one of our major customers, a decrease in the volume of sales to these customers or a decrease in theprice at which we sell our products to them could materially adversely affect our profits and our revenues. In addition, this customer concentration may subject us to perceived or actual leverage that our customers may have in negotiations with us, giventheir relative size and importance to us. If our customers seek to negotiate their agreements on terms less favorable to us and we accept such unfavorableterms, such unfavorable terms may have a material adverse effect on our business, financial condition and results of operations. Accordingly, unless and untilwe diversify and expand our customer base, our future success will significantly depend upon the timing and volume of business from our largest customersand the financial and operational success of these customers. 54 Bank Loans and Bank Acceptance Notes At December 31, 2014, we had approximately $18.7 million of short-term bank loans and $26.5 million of bank acceptance notes outstanding, ascompared to approximately $27.3 million of short-term bank loans and $51.0 million of bank acceptance notes outstanding at December 31, 2013 and $50.7million and $36.9 million at December 31, 2012, respectively. The decreased balance in 2014 was primarily due to the prudent monetary policy maintainedby the Chinese government in 2014. Although China’s central bank trimmed the rate of deposits that banks need to keep on reserve by one percentage pointfor banks that lend to the rural sector and smaller companies, and cut the benchmark rate for one-year deposits by 25 basis points and the one-yearlending rate by 40 basis points in late 2014, these steps were not targeted to steel companies and Chinese banks were still conservative in lending to smalland privately owned companies. As our domestic sales in China, as percentage of total sales, increased in 2012, 2013 and 2014, our use of bank acceptance notes as a settlementvehicle also increased. Our notes payable of $26.5 million at December 31, 2014 represented the amount of bank acceptance notes our suppliers receivedfrom us for our purchases of raw materials. These notes are issued by financial institutions, typically by banks, that entitle our suppliers to receive the full faceamount from the bank or financial institution at maturity. Our notes payable are interest-free and range from six months to one year from the date of issuance.These notes are subject to bank charges of 0.05% of the principal amount as commission on each issuance and in total are secured by $17.6 million restrictedcash as of December 31, 2014. Bank acceptance notes are commonly used in domestic China due to their enhanced credibility and the liquidity it provides tothe bearer. The bearer always has the option to cash the bank acceptance notes before maturity at its issuing bank and receive a discounted amount in cash.We expect that bank acceptance notes will continue to account for a material portion of our total receivables and payables in the near future. Short-term bank loans are obtained from local banks in China. All short-term bank loans are repayable within one year and are secured by property,plant and equipment and land use rights owned by us, or guaranteed by related parties. None of our short-term bank loans have financial covenants. However,each loan contains a covenant restricting our use of the funds received to either purchases of raw materials or working capital. The weighted average annual interest rate of our short-term bank loans was 7.14%, 7.00% and 6.75% as of December 31, 2014, 2013 and 2012,respectively. Interest expense was $1.9 million, $2.7 million and $3.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. We did not experience any difficulties in the acquisition and rollover of the short-term bank loans that we use to fund our daily operations in 2014.In addition, our 81% owned subsidiary in Maanshan, Ossen Innovation Materials Co., Ltd., was able to raise RMB 100 million (approximately $16.2 million)in Chinese debt market to fund its working capital and replace some short-term bank loans.We anticipate rollovers of all current facilities that are set tomature in 2015 and do not anticipate a reduction in the availability of short-term bank loans to fund our operations and meet our growth objectives. Three ofour affiliates, namely Ossen Material Research (formerly Shanghai ZFX), Shanghai Ossen, and Ossen Shanghai have provided guarantees for certain of ourshort-term bank loans for no consideration. There can be no assurance that Shanghai Zhaoyang, Ossen Material Research, Ossen Shanghai, and ShanghaiOssen will be willing or able to continue to provide similar guarantees on this basis with respect to future borrowings. Working Capital Our working capital was approximately $108.0 million at December 31, 2014, as compared to $85.7 million at December 31, 2013 and $70.8million at December 31, 2012. The working capital increase of $22.3 million in 2014 as compared with 2013 was due primarily to the decrease in short-term bank loans and bankacceptance notes. Inventories 55 We, like many other steel manufacturers, maintain substantial inventories of steel to accommodate the short lead times and just-in-time deliveryrequirements of our customers. Accordingly, we purchase steel in an effort to maintain our inventory at levels that we believe to be appropriate to satisfy theanticipated needs of our customers based upon historic buying practices, supply agreements with customers and market conditions. Cash Flows Our revenue increased 8.5% in 2014 compared to 2013 because of technology upgrades to increase capacity, efforts to expand to the Japanesemarket and efforts to maintain current customers and attract new customers. Our revenue decreased 6.9% in 2013 compared to 2012 because of unfavorablemarket conditions and China’s slowing economy growth in 2013. Our cash flow from operations in 2014 was positive primarily due to a decrease in notesreceivable from a related party. Years Ended December 31, 2014 and 2013 The following table sets forth a summary of our net cash flow information for the periods indicated: (All amounts in U.S. dollars) Year Ended December 31, 2014 2013 (Audited) (Audited) Net cash provided by operating activities $1,804,435 $10,011,383 Net cash provided by (used in) investing activities (80,985) 8,055,576 Net cash used in financing activities (3,500,632) (22,060,165) Operating Activities Net cash provided by operating activities was approximately $1.8 million in 2014, as compared to $10.0 million of net cash provided by operatingactivities in 2013. This decrease in cash provided by operating activities was the result of a $5.6 million increase in accounts receivable, a $5.7 millionincrease in advance to suppliers, a $7.5 million increase in notes receivable, a $2.3 million decrease in customer deposits, partially offset by a $12.9 milliondecrease in notes receivable from related party. Investing Activities Net cash used in investing activities was $80,985 in 2014, as compared to $8.1 million of net cash provided by investing activities in 2013 as theresult of an $8.1 million withdrawal for prepayment for equipments of expansion plan in 2013. Financing Activities Net cash used in financing activities in 2014 was approximately $3.5 million, as compared to approximately $22.1 million of net cash used infinancing activities in 2013. The decrease in cash used in financing activities was the result of an increase in proceeds from bond payable, a decrease inrestricted cash, and a decrease in repayments of short-term bank loans and long-term bank loans, partially offset by a decrease of proceeds from short-termbank loans and a decrease of proceeds from notes payable. Years Ended December 31, 2013 and 2012 The following table sets forth a summary of our net cash flow information for the periods indicated: 56 (All amounts in U.S. dollars) Year Ended December 31, 2013 2012 (Audited) (Audited) Net cash provided by (used in) operating activities $10,011,383 $(8,767,390) Net cash provided by (used in) investing activities 8,055,576 (32,982) Net cash provided by (used in) financing activities (22,060,165) 8,159,102 Operating Activities Net cash provided by operating activities was approximately $10.0 million in 2013, as compared to $8.8 million of net cash used in operatingactivities in 2012. This increase in cash provided by operating activities was the result of a $2.4 million increase in net income, a $27.3 million decrease inadvance to suppliers due to the delivery of raw materials to us in 2013, offset by a $2.5 million increase in accounts receivable, an $8.9 million increase ininventories due to the delivery of raw materials to us in 2013, and an $11.1 million increase in notes receivable from a related party. Investing Activities Net cash provided by investing activities was $8.1 million in 2013, as compared to $0. 03 million of net cash used in investing activities in 2012.The increase in cash provided by investing activities was the result of an $8.1 million withdrawal for prepayment for equipments of expansion plan. Financing Activities Net cash used in financing activities in 2013 was approximately $22.1 million, as compared to approximately $8.2 million of net cash provided byfinancing activities in 2012. The significant decrease in cash provided by financing activities was the result of decrease in proceeds from short-term bankloans, and increases in repayments of long-term bank loans and repayment of notes payable, partially offset by increase in proceeds from notes payable. Governmental Regulations See the discussion under the heading “Governmental Regulations” in Item 4 above for a discussion of governmental policies or factors that couldmaterially affect our business. 5C. Research and Development, Patents and Licenses, etc. See the discussion under the headings “Research and Development”, “Intellectual Property” and “Patents” in Item 4 above. 5D. Trend Information See discussion in Parts A and B of this item. 5.E. Off-Balance Sheet Arrangements As of December 31, 2014 we guaranteed $15.5 million of short term debt and $21.3 million of notes payable of Shanghai Pujiang. As of December31, 2014, we guaranteed $4.9 million of short term debt of Ossen Material Research. We do not have any other off-balance sheet arrangements that have, orare reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations,liquidity, capital expenditures or capital resources that is material to our investors. 57 5.F. Tabular Disclosure of Contractual Obligations Our contractual obligations consist of short-term and long-term debt obligations. The following table sets forth a breakdown of our contractualobligations as of December 31, 2014: Payments due by period Less than More than CONTRACTUAL OBLIGATIONS Total 1 year 1-3 years 3-5 years 5 years Short-term debt obligations (1) 45,232,672 45,232,672 Long-term debt obligations (2) 15,972,837 15,972,837 Interest Commitments – Short term bankloans 833,181 833,181 Interest Commitments – Bond payable 3,498,210 1,749,105 1,749,105 Total 65,536,900 47,814,958 17,721,942 (1) Attributable to short-term bank loans and bank acceptance notes.(2) Attributable to bonds issued by our PRC subsidiary to private investors in China. ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 6.A. Directors, Executive Officers and Key Employees The following table sets forth the name, age, positions and a brief description of the business experience of each of our directors, executive officersand key employees as of the date hereof. Name Position(s) Age Liang Tang Chairman of Board 47 Wei Hua Chief Executive Officer and Director 52 Feng Peng Chief Financial Officer 41 Junhong Li Director 48 Xiaobing Liu Director 55 Yingli Pan Director 60 Zhongcai Wu Director 65 There are no family relationships among our directors and officers. There are no arrangements or understandings with major shareholders, customers,suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management, except as disclosed in Note 10in the “accompanying consolidated financial statements”. The address of each of our directors and executive officers is c/o Ossen Innovation Co., Ltd., 518Shangcheng Road, Floor 17, Shanghai, 200120, People’s Republic of China. Executive Officers and Directors Dr. Liang Tang was appointed as our Chairman following our business combination. Dr. Tang has been the Chairman and President of OssenMaterials, our subsidiary, since 2008. Dr. Tang has also been President of Shanghai Ossen Investment Holding (Group) Co., Ltd. since 2001. He has more than20 years of experience in the steel industry. Prior to joining our Company in 2004, from 1994 until 1998, Dr. Tang was the President of Zhongmin Group ofPRC Ministry of Civil Affairs. From 1988 until 1994, Dr. Tang was Head of Enterprise Administrative Division of the Shanghai Municipal MetallurgicalIndustry Bureau. Prior to that date, Dr. Tang was the Deputy Director of Enterprise Management at Baosteel Group Shanghai Ergang Co., Ltd., a competitor ofours. Dr. Tang is involved in many charity affairs and social organizations including China Committee of Corporate Citizenship and China Chamber ofMetallurgy Industry. Dr. Tang has received the title of Shanghai Leader by the Shanghai Municipal Government, Outstanding Innovation Entrepreneur bythe Symposium on Chinese Enterprise Innovation and the Royal Knight Medal of Spain by the King of Spain. Dr. Tang received a bachelor’s degree fromShanghai University, a Masters degree in International Finance from Peking University and an MBA from Fordham University. Dr. Tang also received adoctoral degree in world economics from East China Normal University. 58 Mr. Wei Hua was appointed as a director of ours following our business combination. Mr. Hua has served as Chairman of the Board of Directors ofOssen Jiujiang since 2007. Since 2000, he has been the Assistant Chief Executive Officer for the Steel Department of Ossen Group. Before joining OssenGroup in 2000, from 1988 until 2000, Mr. Hua was a vice supervisor of the department of technology and quality supervision at Baosteel Group ShanghaiErgang Co., Ltd. From 1985 until 1988, Mr. Hua worked at Shanghai No. 5 steel factory. He graduated from Shanghai University with a degree in BusinessManagement. Mr. Feng Peng was appointed as our Chief Financial Officer in March 2013. Mr. Peng served as Senior Vice President at MZ Group from August2007 until September 2013. He has 6 years experience with U.S. listed Chinese companies. He has conducted extensive financial and industry due diligence,performed analysis on companies’ financial statements, and provided management teams of client companies with extensive coaching, including detailedintelligence on investor expectations, perceptions and concerns, industry analysis, compliance, and reporting and disclosure requirements. Prior to workingat MZ Group, he served in various capacities at Thomson Financial and Citigroup. Mr. Peng has been trained in both Finance and Accounting. Mr. Penggraduated from New Jersey Institute of Technology in Computer Science, earning a Master of Science degree. Mr. Peng earned a bachelor’s degree inAutomation Control from Shanghai Jiao Tong University in Shanghai, China in 1995. Mr. Peng is certified Senior International Finance Manager (SIFM) inChina. Mr. Peng is fluent in English and Mandarin. Mr. Junhong Li has been one of our directors since July 2010. Mr. Li has been the Senior Partner and Deputy Chief Accountant at ContinentalCertified Public Accountants since 2008. Prior to joining Continental Certified Public Accountants in 2008, from 2007 until 2008, Mr. Li was the ExecutiveDirector and Chief Financial Officer of ZMAY Holdings Limited. From 2004 until 2007, Mr. Li was Chief Financial Officer of Zhongmin On LineTechnology Co. Ltd. Mr. Li has more than 20 years of experience in mergers and acquisitions, reorganizations and management consulting. Mr. Li received abachelor’s degree from Central University of Finance and Economics and he is qualified as a certified public accountant. Mr. Xiaobing Liu has been one of our directors since July 2010. Mr. Liu has served as Chairman of the Board of Huachen Trust since 2009. From2005 until 2009, Mr. Liu was Chairman of the Board of Directors of Shanghai Dingfeng Technology Co., Ltd. Since 2002, he has also been an independentdirector of Southern Building Material Co., Ltd. Mr. Liu graduated from the University of Shanghai for Science and Technology with a bachelor’s degree inoptical instruments. Ms. Yingli Pan has been one of our directors since July 2010. Professor Pan has been a professor in the Department of Finance at Antai College ofEconomics & Management of Shanghai since 2005. Prior to being appointed professor at Antai College of Economics & Management of Shanghai in 2005,from 1994 until 2005, Professor Pan was a professor in the Finance Department at East China Normal University. Professor Pan received a bachelor’s degree ineconomics from East China Normal University, a master’s degree in economics from Shanghai University of Finance and Economics and a doctoral degree ineconomics from East China Normal University. Mr. Zhongcai Wu has been one of our directors since July 2010. Mr. Wu has been Chief Engineer in the Communications Department of YunnanProvince since 2002. Mr. Wu received a bachelor’s degree in road and bridge engineering from Hunan University. Each of our directors will serve as a director until our next annual general meeting and until their successors are duly elected and qualified. 59 6.B. Compensation For the year ended December 31, 2014, the aggregate cash compensation that we paid to our executive officers and directors was approximately$86,300. For the year ended December 31, 2013, the aggregate cash compensation that we paid to our executive officers and directors was approximately$125,000. There are no service contracts between us and any of our directors, except for those directors who are also our executive officers. Pursuant to PRClaw, 25% of our executive officers’ salaries have been set aside for pension and retirement. Employment Agreements We have entered into an employment agreement with Dr. Liang Tang. Dr. Tang is employed as Chairman of the Board of our Company. The term ofhis agreement expires on December 31, 2016. We compensate Dr. Tang at an annual rate of approximately $14,106. We may terminate the employmentagreement for cause as specified in the agreement. Dr. Tang may terminate the employment agreement with thirty days written notice. The employmentagreement may be renewed upon the mutual agreement of the parties. We have entered into an employment agreement with Mr. Feng Peng. Mr. Peng is employed as Chief Financial Officer of our Company. The term ofhis agreement is from March 1, 2013 until March 1, 2014 and the agreement may be automatically renewed for one year terms thereafter. As of the datehereof, the term of the agreement has been automatically extended to March 2016. We compensate Mr. Peng at an annual rate of approximately $69,000. Wemay terminate the agreement for cause as specified in the agreement. Each executive officer has agreed to hold in confidence any confidential information that he has obtained about the Company. 6.C. Board Practices Terms of Directors and Officers Expiration of Term of Directors Pursuant to our memorandum and articles of association, the business of our company is managed by our board of directors. Commencing with thefirst annual meeting of the shareholders, directors are elected for a term of office to expire at the next succeeding annual meeting of the shareholders aftertheir election. Each director will hold office until the expiration of his or her term of office and until his or her successor has been elected and qualified, oruntil his or her earlier death, resignation or removal by the shareholders or a resolution passed by the majority of the remaining directors. In the interim between annual meetings of shareholders, or special meetings of shareholders called for the election of directors, any vacancy on theboard of directors may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remainingdirector. A director elected to fill a vacancy resulting from death, resignation or removal of a director will serve for the remainder of the full term of thedirector whose death, resignation or removal will have caused such vacancy and until his successor will have been elected and qualified. Director Remuneration Upon Termination The directors may receive such remuneration as our board of directors may determine from time to time. The compensation committee will assist thedirectors in reviewing and approving the compensation structure for the directors. Currently, our directors are not entitled to receive any remuneration upontermination of employment. Audit Committee 60 Our audit committee consists of Junhong Li, Yingli Pan and Xiaobing Liu, each of whom satisfies the independence requirements of Rule 10A-3under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and Rule 5605 of the Nasdaq rules. The audit committeeoversees our accounting and financial reporting processes and audits of the financial statements of our company. The audit committee is responsible for,among other things: ·selecting our independent auditors and pre-approving all audit and non-audit services permitted to be performed by our independentauditors; ·reviewing with our independent auditors any audit problems or difficulties and management’s response; ·reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K; ·discussing our annual audited financial statements with management and our independent auditors; ·reviewing major issues as to the adequacy of our internal controls and any special audit steps adopted in light of material controldeficiencies; and ·meeting separately and periodically with management and our independent auditors. Compensation Committee Our compensation committee consists of Xiaobing Liu, Yingli Pan and Junhong Li, each of whom satisfies the independence requirements of Rule5605 of the Nasdaq rules. The compensation committee assists the Board in reviewing and approving the compensation structure, including all forms ofcompensation relating to our directors and executive officers. Our Chief Executive Officer may not be present at any committee meeting during which hiscompensation is deliberated. The compensation committee is responsible for, among other things: ·reviewing and approving the total compensation package for our senior executives; and ·reviewing periodically, and approving, any long-term incentive compensation or equity plans, programs or similar arrangements, annualbonuses, employee pension and welfare benefit plans. Corporate Governance and Nominating Committee Our corporate governance and nominating committee consists of Yingli Pan, Zhongcai Wu and Xiaobing Liu, each of whom satisfies theindependence requirements of Rule 5605 of the Nasdaq rules. The corporate governance and nominating committee assists the board in selecting individualsqualified to become members of our board and in determining the composition of the board and its committees. The corporate governance and nominatingcommittee is responsible for, among other things: ·identifying and recommending to the board qualified candidates to be nominated for the election or re-election to the board of directorsand committees of the board of directors, or for appointment to fill any vacancy; ·reviewing annually with the board of directors the current composition of the board of directors with regards to characteristics such asindependence, age, skills, experience and availability of service to us; and ·advising the board of directors periodically with regard to significant developments in the law and practice of corporate governance as wellas our compliance with these laws and practices, and making recommendations to the board of directors on all matters of corporategovernance and on any remedial actions to be taken, if needed. 61 6.D. Employees See the section entitled “Employees” in Item 4.B above. 6.E. Share Ownership As of April 24, 2015, 19,901,959 of our ordinary shares were outstanding. Holders of our ordinary shares are entitled to vote together as a singleclass on all matters submitted to shareholders for approval. No holder of ordinary shares has different voting rights from any other holders of ordinary shares.We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. Approximately 6,061,459 of our ordinaryshares represented by American Depositary Receipts are held by an aggregate of 1 record holder in the United States. Beneficial ownership is determined in accordance with the rules and regulations of the SEC. The percentages of shares beneficially owned in thetable below are based on 19,901,959 ordinary shares outstanding as of April 24, 2015. The following table sets forth information with respect to the beneficial ownership of our common shares as of April 25, 2014 by: ·each of our directors and executive officers; and ·each person known to us to beneficially own more than 5% of our outstanding ordinary shares. Unless otherwise noted below, the address for each listed shareholder, director or executive officer is 518 Shangcheng Road, Floor 17, Shanghai,200120, People’s Republic of China. Name Number Percent Directors, ExecutiveOfficers and 5%Shareholders (1) : Liang Tang 11,889,500 59.4% Wei Hua (2) 600,000 3.0% Feng Peng - - Junhong Li - - Xiaobing Liu - - - - - - Yingli Pan - - - - - - Zhongcai Wu - - - - - - *Less than 1% (1)Beneficial ownership is determined in accordance with the rules and regulations of the SEC. Percentage of beneficial ownership of each listed personis based on ordinary shares outstanding as of the date of this filing, including ordinary shares convertible from all outstanding preferred shares, andthe ordinary shares underlying any options and warrants exercisable by such person within 60 days of the date of this filing. Percentage of beneficialownership of each listed person is based on ordinary shares outstanding as of April 24, 2015 and the ordinary shares underlying any options andwarrants exercisable by such person within 60 days of the date of this filing. (2)The spouse of our chief executive officer, Wei Hua, owns 100% of the shares of Fascinating Acme Development Ltd., which owned 3% of the sharesof Ossen Innovation Group prior to the business combination, and owns 3% of our shares since the business combination. Mr. Hua may be deemed tobeneficially own these shares under SEC rules and regulations. 62 Stock Option Plan On July 26, 2010, our board of directors adopted the Ossen Innovation Co., Ltd. 2010 Stock Option Plan, or the 2010 Plan. To date, an option toacquire 150,000 ordinary shares was issued to our former chief financial officer, Yilun Jin, under the 2010 Plan. The 2010 Plan allows us to grant stockoptions to our officers, directors, and executive, managerial, professional or administrative employees of ours or our subsidiaries or joint ventures, and to ourconsultants. We refer to these individuals collectively as key persons. Up to ten percent of our outstanding ordinary shares may be issued under the 2010Plan. The purpose of the 2010 Plan is to provide certain key persons, on whose initiative and efforts the successful conduct of our business depends, withincentives to: (a) enter into and remain in our service, (b) acquire a proprietary interest in our success, (c) maximize their performance and (d) enhance ourlong-term performance (whether directly or indirectly through enhancing the long-term performance of a subsidiary, joint venture or consultant). The administrator of the 2010 Plan is the compensation committee of our board of directors, or may be any other committee appointed by the boardof directors for that purpose. The administrator has full power and authority to administer, construe and interpret the 2010 Plan. Grants under the 2010 Planwill be governed by individualized grant agreements and may be subject to either time-based or performance-based vesting provisions. The administrator establishes the terms of stock options, subject to certain parameters set forth in the 2010 Plan. The following are the general termsof stock options: ·The exercise price must be at least equal to the par value of shares. ·The term of a stock option may not exceed ten years from the date of grant. ·Unless the administrator determines otherwise, if an option holder terminates employment, his or her unvested options expire immediatelyand vested options may be exercised during the three-month period following termination, after which they will expire. If the employeeterminates employment due to death or disability, the three month period is extended to one year. ·Stock options generally may not be transferred, except to immediate family members. The 2010 Plan will automatically terminate on the fifth anniversary of the 2010 Plan’s adoption. However, outstanding stock options will continueto be effective after the 2010 Plan’s termination. We do not have intention to extend the plan or enter into a new plan in 2015. Our board of directors has the authority to amend, alter, suspend or terminate the 2010 Plan or any outstanding stock option. The consent of anoption holder is necessary for any amendment that would adversely affect an outstanding option. ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 7.A. Major Shareholders See Item 6.E., “Share Ownership,” for a description of our major shareholders. 7.B. Related Party Transactions Transfers of Shares Between Related Parties 63 Several of our subsidiaries and affiliates which are, or at one time were, controlled by our chairman, transferred shares with other entities controlledby Dr. Tang. See the discussion under Item 4.C above for a description of these transactions. Issuance of Shares to Related Parties The spouse of our chief executive officer, Wei Hua, owns 100% of the shares of Fascinating Acme Development Ltd., which owns 3% of ouroutstanding ordinary shares. The spouse of the chief executive officer of Ossen Material Research, which is an affiliated company of ours that supplies uswith raw materials, owns 100% of the shares of Gross Inspiration Development Ltd., which owns 3% of our outstanding ordinary shares. Purchases from a Related Party Historically, we have purchased a significant percentage of our raw materials from an affiliated entity, Ossen Material Research (formerly ShanghaiZFX), an agent that supplies steel wire rods to prestressed concrete manufacturers in China such as our company. Ossen Material Research is controlled by ourchairman, Dr. Tang. Ossen Material Research is a member of the Ossen Group, whose relationship to us is described above under the heading “Business –Overview.” Ossen Material Research procures materials from the limited number of high quality manufacturers and suppliers of our raw materials in the PRC.However, since the introduction in 2009 of our rare earth coated materials, which undergo a coating process that reduces the loss in strength and performancethat prestressed materials otherwise undergo during our manufacturing processes, we have lowered the standards for strength and performance requirementsfor our raw materials. As a result, we have been able to expand our supplier base to include suppliers of products with lower levels of strength andperformance and have not relied on supplies from Ossen Material Research. We acquired 0%, 1.9% and 3.2% of our raw materials from Ossen Material Research in the years ended December 31, 2014, 2013 and 2012,respectively. The contracts between us and Ossen Material Research are typically for one year and generally specify the name of the products, specifications, priceand quantity. Pursuant to the contracts, we must take delivery of the materials within a specified number of days. If we disagree with the quality of thematerials received, we must notify Ossen Material Research in writing within thirty days of receipt of the materials. The materials may be paid for by cash orbank acceptance notes. If we determine a change is necessary to the method of taking delivery, product ordered, steel or product specifications or quantity,we must notify Ossen Material Research in writing at least thirty days in advance. We or Ossen Material Research may rescind the contract/purchase order,which must be negotiated to the mutual agreement of both parties. Management believes the transactions referenced above were on terms at least as favorable to us as we could have obtained from unaffiliated parties. Guarantees During the years ended December 31, 2014, 2013 and 2012 , Shanghai Ossen, an affiliate of ours, and Ossen Material Research (formerly ShanghaiZFX) , an affiliate of ours, and Ossen Shanghai, an affiliate of ours, provided guarantees for certain of our short-term and long-term bank loans. The term ofeach of the short-term loans is within one year. The term of the long-term loans is within three years. The purpose of these loans is to fund our working capitalneeds. Local banks have required guaranties pursuant to their standard regulations. Shanghai Ossen Investment Co., Ltd. is a member of the Ossen Group,whose relationship to us is described above under the heading “Business – Overview.” Shanghai Ossen guaranteed loans in the amount of $4.9 million in 2014, $0 in 2013 and $7.9 million in 2012. Ossen Material Research guaranteedloans in the amount of $8.1 million, $9.2 million and $30.6 million in 2014, 2013 and 2012, respectively. Ossen Material Research guaranteed notes payablein the amount of $14.8 million, $3.2 million and $26.2 million in 2014, 2013 and 2012, respectively. Ossen Shanghai guaranteed loans in the amount of $1.6million in 2014 and 1.9 million in 2013. These guarantees in 2013 and 2014 were provided for no consideration. In addition, in 2014, 2013 and 2012, weguaranteed loans in the amount of $15.5 million, $11.3 million and $15.9 million and notes payable in the amount of $21.3 million, $17.6 million, and$12.9 million for Shanghai Pujiang, and we guaranteed loans in the amount of $4.9 million, $4.8 million and $0 for Ossen Material Research 64 There can be no assurance that Ossen Material Research, Shanghai Ossen and Ossen Shanghai will be willing or able to continue to provide similarguarantees on this basis with respect to future borrowings. The loans that have come due have been repaid by us in full. The terms of the loan guarantees between the guarantor and the bank provide for the following: if the borrower does not repay its loan, the bank mayseek the principal and interest of the loan from the guarantor; the guarantee period is typically one or two years from the date the guaranteed loan is due, asdetermined by the lending bank; the bank may change the terms of the loan with the borrower without receiving the consent of the guarantor; the guarantorindemnifies the bank for actual damage or loss because of any fraudulent misrepresentations made by the guarantor and if the guarantor causes the contract tobecome invalid, the guarantor indemnifies the bank for damages and losses. 7.C. Interests of Experts and Counsel Not applicable. ITEM 8.FINANCIAL INFORMATION Consolidated Statements and Other Financial Information The financial statements required by this item may be found at the end of this report on 20-F, beginning on page F-1. Legal Proceedings We are not currently, and have not recently been, a party to any material legal or administrative proceedings. We are not aware of any material legalor administrative proceedings threatened against us. From time to time, we are subject to various legal or administrative proceedings arising in the ordinarycourse of our business. Dividends We have never declared or paid any dividend on our ordinary shares and we do not anticipate paying any dividends on our ordinary shares in thefuture. We currently intend to retain all future earnings to finance our operations and to expand our business. No Significant Changes No significant changes to our financial condition have occurred since the date of the annual financial statements contained herein. ITEM 9.THE OFFER AND LISTING 9.A. Offer and Listing Details Our ADS’s are listed for trading on the Nasdaq Capital Market under the symbol “OSN.” The shares began trading at $4.50 per ADS on December 21,2010 on the Nasdaq Global Market. The listing of our ADS’s was transferred to the Nasdaq Capital Market on July 30, 2013. The trading price for the ADSswas $0.70 on April 24, 2014. 65 The table below sets forth for the periods indicated the high and low closing market prices of our ADS’s as reported on Nasdaq: High Low 2012 $1.37 $0.75 2013 First Quarter $0.99 $0.80 Second Quarter $0.84 $0.57 Third Quarter $0.80 $0.50 Fourth Quarter $1.56 $0.60 2014 First Quarter $1.37 $1.08 Second Quarter $1.16 $0.77 Third Quarter $1.38 $0.79 Fourth Quarter $1.19 $0.71 2015 First Quarter $0.80 $0.63 The table below sets forth the high and low closing market prices for our shares on Nasdaq during the most recent six-month period: High Low 2014 October $1.19 $0.85 November $0.95 $0.83 December $0.98 $0.71 2015 January $0.80 $0.63 February $0.78 $0.67 March $0.70 $0.64 9.B. Plan of Distribution Not Applicable. 66 9.C. Markets Our ADS’s are currently traded on the Nasdaq Capital Market. 9.D. Selling Shareholders Not Applicable. 9.E. Dilution Not Applicable. 9.F. Expenses of the Issuer Not Applicable. ITEM 10.ADDITIONAL INFORMATION 10.A. Share Capital Not Applicable. 10.B. Memorandum and Articles of Association We are a British Virgin Islands exempted company with limited liability and our affairs are governed by our memorandum and articles of associationand the BVI Business Companies Act, 2004 (as amended from time to time) which is referred to as the BVI Act below. The following description of certainprovisions of our memorandum and articles of association does not propose to be complete and is qualified in its entirety by our memorandum and articles ofassociation. Ordinary Shares Certificates representing our ordinary shares are issued in registered form. Our shareholders who are nonresidents of the British Virgin Islands mayfreely hold and vote their shares. We are currently authorized to issue 100,000,000 ordinary shares. We do not have the power to issue bearer shares. Charter Our charter documents consist of our amended and restated memorandum of association and our amended and restated articles of association, or thememorandum and articles of association. We may amend our memorandum and articles of association generally by a special resolution of our shareholders. Corporate Powers Ultra Glory was incorporated under the BVI Act on January 21, 2010. Pursuant to our memorandum of association, the objects for which we wereestablished are unrestricted and we have full power and authority to carry out any objects not prohibited by the BVI Act, as the same may be revised fromtime to time, or any other law of the British Virgin Islands, except that we have no power to carry on banking or trust business, business as an insurance orreinsurance company, insurance agent or insurance broker, the business of company management, the business of providing the registered office or theregistered agent for companies incorporated in the British Virgin Islands, or business as a mutual fund, mutual fund management or mutual fundadministrator, unless we obtain certain licenses under the laws of the British Virgin Islands. Board Composition 67 Pursuant to our memorandum and articles of association, the business of our company is managed by our board of directors. Commencing with thefirst annual meeting of the shareholders, directors are elected for a term of office to expire at the next succeeding annual meeting of the shareholders aftertheir election. Each director will hold office until the expiration of his or her term of office and until his or her successor has been elected and qualified, oruntil his or her earlier death, resignation or removal by the shareholders or a resolution passed by the majority of the remaining directors. In the interim between annual meetings of shareholders, or special meetings of shareholders called for the election of directors, any vacancy on theboard of directors may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remainingdirector. A director elected to fill a vacancy resulting from death, resignation or removal of a director will serve for the remainder of the full term of thedirector whose death, resignation or removal will have caused such vacancy and until his successor will have been elected and qualified. There is no cumulative voting by shareholders for the election of directors. We do not have any age-based retirement requirement and we do notrequire our directors to own any number of shares to qualify as a director. Board Meetings Board meetings may be held at the discretion of the directors at such times and in such manner as the directors may determine upon not less thanthree days notice having been given to all directors. Decisions made by the directors at meetings shall be made by a majority of the directors. There must beat least a majority of the directors (with a minimum of two) at each meeting. Directors Interested in a Transaction A director must, immediately after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by us, disclosesuch interest to the board of directors. A director who is interested in a transaction entered into, or to be entered into, by the company, may vote on a matterrelated to the transaction, attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at themeeting for the purposes of a quorum and sign a document on behalf of the company, or do any other thin in his capacity as a director, that relates to thetransaction. A director is not required to disclose his interest in a transaction or a proposed transaction to our board of directors if the transaction or proposedtransaction is between the director and us, or the transaction or proposed transaction is or is to be entered into the ordinary course of our business and onusual terms and conditions. The directors may exercise all powers of our company to borrow money, mortgage or charge our undertakings and property, issue debentures,debenture shares and other securities whenever money is borrowed or as security for any debt, liability or obligation of the company or of any third party. Our directors may, by resolution, fix the compensation of directors in respect of services rendered or to be rendered in any capacity to us. A director may attend and speak at any meeting of the shareholders and at any separate meeting of the holders of any class of our shares. Rights of Shares We are currently authorized to issue 100,000,000 ordinary shares. The shares are made up of one class and one series, namely ordinary shares with apar value of $0.01 per share. The ordinary shares have one vote each and have the same rights with regard to dividends paid by the company anddistributions of the surplus assets of the company. We may purchase, redeem or acquire our shares, provided that we obtain the consent of the member whose shares are being purchased, redeemed orotherwise acquired. 68 Issuance of Shares; Variation of Rights of Shares Our articles of association provide that directors may, without limiting or affecting any right of holders of existing shares, offer, allot, grant optionsover or otherwise dispose of our unissued shares to such persons at such times and for such consideration and upon such terms and conditions as the directorsmay determine. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, we may issue shares, with suchpreferred, deferred or other special rights or such restrictions, whether in regard to dividend, voting or otherwise, as the directors from time to time maydetermine. If we issue shares of more than one class, we will further amend and restate our Memorandum and Articles of Association to reflect the rights attachedto any class (unless otherwise provided by the terms of issue of the shares of that class) as may be varied with the consent in writing of the holders of not lessthan three-fourths of the issued shares of that class and the holders of not less than three-fourths of the issued shares of any other class of shares which may beaffected by such variation. The rights conferred upon the holders of the shares of any class issued with preferred or other rights will not, unless otherwiseexpressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passutherewith. Shareholders Meetings Under our memorandum and articles of association, we are required to hold an annual meeting of shareholders each year at such date and timedetermined by our directors. Meetings of shareholders may be called pursuant to board resolution or the written request of shareholders holding more than30% of the votes of our outstanding voting shares. Written notice of meetings of shareholders must be given to each shareholder entitled to vote at a meetingnot fewer than 10 days prior to the date of the meeting, with certain limited exceptions. The written notice will state the place, time and business to beconducted at the meeting. The shareholders listed in our share register on the date prior to the date the notice is given shall be entitled to vote at the meeting,unless the notice provides a different date for determining the shareholders who are entitled to vote. A meeting of shareholders held without proper notice will be valid if shareholders holding 90% majority of the total number of shares entitled tovote on all matters to be considered at the meeting, or 90% of the votes of each class or series of shares where shareholders are entitled to vote thereon as aclass or series, together with an absolute majority of the remaining votes, have waived notice of the meeting and, for this purpose, presence of a shareholder atthe meeting is deemed to constitute a waiver. The inadvertent failure of the directors to give notice of a meeting to a shareholder, or the fact that a shareholderhas not received notice, will not invalidate a meeting. Shareholders may vote in person or by proxy. No business may be transacted at any meeting unless a quorum of shareholders is present. A quorumconsists of the presence in person or by proxy of holders entitled to exercise at least 50% of the voting rights of the shares of each class or series of sharesentitled to vote as a class or series thereon and the same proportion of the votes of the remaining shares entitled to vote thereon. Changes in the Maximum Number of Shares the Company is Authorized to Issue Subject to the provisions of the BVI Act, we may, by a resolution of shareholders, amend our memorandum and articles of association to increase ordecrease the number of shares authorized to be issued. Our directors may, by resolution, authorize a distribution by us at a time, of an amount, and to anyshareholders they think fit if they are satisfied, on reasonable grounds, that we will, immediately after the distribution, satisfy the solvency test as set forth inthe BVI Act, which requires that the value of a company’s assets exceeds its liabilities, and the company is able to pay its debts as they fall due. Indemnification Subject to the provisions of the BVI Act, we may indemnify any person who (a) is or was a party or is threatened to be made a party to anythreatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was adirector of our company; or (b) is or was, at our request, serving as a director of, or in any other capacity is or was acting for, another company or a partnership,joint venture, trust or other enterprise, against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement andreasonably incurred in connection with legal, administrative or investigative proceedings.69 Material Differences Between U.S. Corporate Law and British Virgin Islands Corporate Law The BVI Act differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the material differencesbetween the provisions of the BVI Act applicable to us and the laws applicable to companies incorporated in the United States and their shareholders. Differences in Corporate Law We were incorporated under, and are governed by, the laws of the British Virgin Islands. The corporate statutes of the State of Delaware and theBritish Virgin Islands are similar, and the flexibility available under British Virgin Islands law has enabled us to adopt memorandum of association andarticles of association that will provide shareholders with rights that do not vary in any material respect from those they would enjoy if we were incorporatedunder the Delaware General Corporation Law, or Delaware corporate law. Set forth below is a summary of some of the differences between provisions of theBVI Act applicable to us and the laws applicable to companies incorporated in Delaware and their shareholders. Director’s Fiduciary Duties Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its stockholders. This duty has twocomponents: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent personwould exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to stockholders, all material informationreasonably available regarding a significant transaction. The duty of loyalty requires that a director act in a manner he reasonably believes to be in the bestinterests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandatesthat the best interest of the corporation and its stockholders take precedence over any interest possessed by a director, officer or controlling stockholder andnot shared by the stockholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in thehonest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one ofthe fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of thetransaction, and that the transaction was of fair value to the corporation. British Virgin Islands law provides that every director of a British Virgin Islands company, in exercising his powers or performing his duties, shallact honestly and in good faith and in what the director believes to be in the best interests of the company. Additionally, the director shall exercise the care,diligence, and skill that a reasonable director would exercise in the same circumstances taking into account, but without limitation, the nature of thecompany, the nature of the decision, the position of the director and the nature of his responsibilities. In addition, British Virgin Islands law provides that adirector shall exercise his powers as a director for a proper purpose and shall not act, or agree to the company acting, in a manner that contravenes BritishVirgin Islands law or the memorandum association or articles of association of the company. Amendment of Governing Documents Under Delaware corporate law, with very limited exceptions, a vote of the stockholders is required to amend the certificate of incorporation. UnderBritish Virgin Islands law, no article or regulation shall be amended, rescinded or altered, and no new article shall be made, without the approval of themembers pursuant to a special resolution, unless the memorandum of association and articles of association provide otherwise. Written Consent of Directors Under Delaware corporate law, directors may act by written consent only on the basis of a unanimous vote. Under British Virgin Islands law,directors’ consents need only a majority of directors signing to take effect. 70 Written Consent of Shareholders Under Delaware corporate law, unless otherwise provided in the certificate of incorporation, any action to be taken at any annual or special meetingof stockholders of a corporation, may be taken by written consent of the holders of outstanding stock having not less than the minimum number of votes thatwould be necessary to take such action at a meeting. As permitted by British Virgin Islands law, shareholders’ consents need only a majority of shareholderssigning to take effect. Our memorandum of association and articles of association provide that, other than changes to our memorandum of association andarticles of association, shareholders may approve corporate matters by way of a resolution consented to at a meeting of shareholders or in writing by amajority of shareholders entitled to vote thereon. Changes to our memorandum of association and articles of association require the approval of 66 2/3% ofthe votes of shareholders. Shareholder Proposals Under Delaware corporate law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies withthe notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in thegoverning documents, but shareholders may be precluded from calling special meetings. British Virgin Islands law and our memorandum of association andarticles of association provide that our directors shall call a meeting of the shareholders if requested in writing to do so by shareholders entitled to exercise atleast 30% of the voting rights in respect of the matter for which the meeting is requested. Sale of Assets Under Delaware corporate law, a vote of the stockholders is required to approve the sale of assets only when all or substantially all assets are beingsold. In the British Virgin Islands, shareholder approval is required when more than 50% of the company’s total assets by value are being disposed of or sold. Dissolution; Winding Up Under Delaware corporate law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholdersholding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simplemajority of the corporation’s outstanding shares. Delaware corporate law allows a Delaware corporation to include in its certificate of incorporation asupermajority voting requirement in connection with dissolutions initiated by the board. As permitted by British Virgin Islands law and our memorandum ofassociation and articles of association, we may be voluntarily liquidated under Part XII of the BVI Act by resolution of directors and resolution ofshareholders if we have no liabilities and we are able to pay our debts as they fall due. Redemption of Shares Under Delaware corporate law, any stock may be made subject to redemption by the corporation at its option or at the option of the holders of suchstock provided there remains outstanding shares with full voting power. Such stock may be made redeemable for cash, property or rights, as specified in thecertificate of incorporation or in the resolution of the board of directors providing for the issue of such stock. As permitted by British Virgin Islands law, andour memorandum of association and articles of association, shares may be repurchased, redeemed or otherwise acquired by us. Our directors must determinethat immediately following the redemption or repurchase we will be able to satisfy our debts as they fall due and the value of our assets exceeds ourliabilities. Variation of Rights of Shares Under Delaware corporate law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of suchclass, unless the certificate of incorporation provides otherwise. As permitted by British Virgin Islands law, and our memorandum of association and articlesof association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the consent in writingof holders of not less than three-fourths of the issued shares of that class and holders of not less than three-fourths of the issued shares of any other class ofshares which may be affected by the variation. 71 Removal of Directors Under Delaware corporate law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority ofthe outstanding shares entitled to vote, unless the certificate provides otherwise. As permitted by British Virgin Islands law and our memorandum ofassociation and articles of association, directors may be removed by resolution of directors or resolution of shareholders, with or without cause. Mergers Under the BVI Act, two or more companies may merge or consolidate in accordance with the statutory provisions. A merger means the merging oftwo or more constituent companies into one of the constituent companies, and a consolidation means the uniting of two or more constituent companies into anew company. In order to merge or consolidate, the directors of each constituent company must approve a written plan of merger or consolidation which mustbe authorized by a resolution of shareholders. Shareholders not otherwise entitled to vote on the merger or consolidation may still acquire the right to vote if the plan of merger or consolidationcontains any provision which, if proposed as an amendment to the memorandum association or articles of association, would entitle them to vote as a class orseries on the proposed amendment. In any event, all shareholders must be given a copy of the plan of merger or consolidation irrespective of whether they areentitled to vote at the meeting or consent to the written resolution to approve the plan of merger or consolidation. Inspection of Books and Records Under Delaware corporate law, any shareholder of a corporation may for any proper purpose inspect or make copies of the corporation’s stock ledger,list of shareholders and other books and records. Under the BVI Act, members, upon giving written notice to us, are entitled to inspect the register ofmembers, the register of directors and minutes of resolutions of members, and to make copies of these documents and records. Conflict of Interest The BVI Act provides that a director shall forthwith, after becoming aware that he is interested in a transaction entered into or to be entered into bythe company, disclose that interest to the board of directors of the company. The failure of a director to disclose that interest does not affect the validity of atransaction entered into by the director or the company. A transaction entered into by us, in respect of which a director is interested, is voidable by us unlessthe director’s interest was disclosed to the board prior to the company’s entry into the transaction or was not required to be disclosed. A transaction is notvoidable if the material facts of the director’s interest are known by the members entitled to vote or if the transaction is approved or ratified by a resolution ofmembers. As permitted by British Virgin Islands law and our memorandum of association and articles of association, a director interested in a particulartransaction may vote on it, attend meetings at which it is considered, and sign documents on our behalf which relate to the transaction. Transactions with Interested Shareholders Delaware corporate law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation hasspecifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain businesscombinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interestedshareholder generally is a person or group who or that owns or owned 15% or more of the target’s outstanding voting stock within the past three years. Thishas the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. Thestatute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approveseither the business combination or the transaction that resulted in the person becoming an interested shareholder. This encourages any potential acquirer of aDelaware public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors. 72 British Virgin Islands law has no comparable provision. Independent Directors There are no provisions under Delaware corporate law or under the BVI Act that require a majority of our directors to be independent. Cumulative Voting Under Delaware corporate law, cumulative voting for elections of directors is not permitted unless the company’s certificate of incorporationspecifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits theminority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respectto electing such director. There are no prohibitions to cumulative voting under the laws of the British Virgin Islands, but our memorandum of association andarticles of association do not provide for cumulative voting. Anti-takeover Provisions in Our Memorandum of Association and Articles of Association Some provisions of our memorandum of association and articles of association may discourage, delay or prevent a change in control of our companyor management that shareholders may consider favorable, including provisions that authorize our board of directors to issue preference shares in one or moreseries and to designate the price, rights, preferences, privileges and restrictions of such preference shares. 10.C. Material Contracts We have not entered into any material contracts other than in the ordinary course of business and other than those described in this annual report. 10.D. Exchange Controls British Virgin Islands There are currently no exchange control regulations in the British Virgin Islands applicable to us or our shareholders. The PRC China regulates foreign currency exchanges primarily through the following rules and regulations: ·Foreign Currency Administration Rules of 1996, as amended; and ·Administrative Rules of the Settlement, Sale and Payment of Foreign Exchange of 1996. As we disclosed in the risk factors above, Renminbi is not a freely convertible currency at present. Under the current PRC regulations, conversion ofRenminbi is permitted in China for routine current-account foreign exchange transactions, including trade and service related foreign exchange transactions,payment of dividends and service of foreign debts. Conversion of Renminbi for most capital-account items, such as direct investments, investments in PRCsecurities markets and repatriation of investments, however, is still subject to the approval of SAFE. Pursuant to the above-mentioned administrative rules, foreign-invested enterprises may buy, sell and/or remit foreign currencies for current accounttransactions at banks in China with authority to conduct foreign exchange business by complying with certain procedural requirements, such as presentmentof valid commercial documents. For capital-account transactions involving foreign direct investment, foreign debts and outbound investment in securitiesand derivatives, approval from SAFE is a pre-condition. Capital investments by foreign-invested enterprises outside China are subject to limitations andrequirements in China, such as prior approvals from the PRC Ministry of Commerce or SAFE. 73 10.E. Taxation The following summary of the material British Virgin Islands, PRC and U.S. tax consequences of an investment in our ADSs or ordinary shares isbased upon laws and relevant interpretations thereof in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. Thissummary is not intended to be, nor should it be construed as, legal or tax advice and is not exhaustive of all possible tax considerations. This summary alsodoes not deal with all possible tax consequences relating to an investment in our ADSs or ordinary shares, such as the tax consequences under state, local,non-U.S., non-PRC, and non-British Virgin Islands tax laws. Investors should consult their own tax advisors with respect to the tax consequences of theacquisition, ownership and disposition of our ADSs or ordinary shares. British Virgin Islands Taxation All dividends, interests, rents, royalties, compensations and other amounts paid by us are exempt from all forms of taxation in the British VirginIslands and any capital gains realized with respect to any of our shares, debt obligations, or other securities are not subject to any form of taxation in theBritish Virgin Islands. No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable under BVI law by persons who are not personsresident in the British Virgin Islands with respect to any of our shares, debt obligation or other securities. There are currently no withholding taxes orexchange control regulations in the British Virgin Islands applicable to us or our shareholders. Currently, there is no income tax treaty, convention orreciprocal tax treaty regarding withholdings currently in effect between the United States and the British Virgin Islands. We will only be liable to pay payrolltax with respect to employees employed and working in the British Virgin Islands. We do not currently have, and do not intend to have in the near future, anyemployees in the British Virgin Islands. People’s Republic of China Taxation Under the former Income Tax Law for Enterprises with Foreign Investment and Foreign Enterprises, any dividends payable by foreign-investedenterprises to non-PRC investors were exempt from PRC withholding tax. In addition, any dividends payable, or distributions made, by us to holders orbeneficial owners of our shares would not be subject to any PRC tax, provided that such holders or beneficial owners, including individuals and enterprises,were not deemed to be PRC residents under the PRC tax law and were not otherwise subject to PRC tax. On March 16, 2007, the PRC National People’s Congress approved and promulgated a new PRC Enterprise Income Tax Law, which took effect as ofJanuary 1, 2008. Under the new tax law, enterprises established under the laws of non-PRC jurisdictions but whose “de facto management body” are locatedin China are considered “resident enterprises” for PRC tax purposes. Under the implementation regulations issued by the State Council relating to the newtax law, “de facto management body” is defined as the body that has material and overall management control over the business, personnel, accounts andproperties of an enterprise. In April 2009, the PRC State Administration of Taxation promulgated a circular to clarify the definition of “de facto managementbody” for enterprises incorporated overseas with controlling shareholders being PRC enterprises. It remains unclear how the tax authorities will treat anoverseas enterprise invested or controlled by another overseas enterprise and ultimately controlled by PRC individual residents as is in our case. We arecurrently not treated as a PRC resident enterprise by the relevant tax authorities. Since substantially all of our management is currently based in China andmay remain in China in the future, we may be treated as a “resident enterprise” for the PRC tax purposes, in which case, we will be subject to PRC income taxas to our worldwide income at a uniform income tax rate of 25%. In addition, the new tax law provides that dividend income between qualified “residententerprises” is exempt from income tax. Moreover, the new tax law provides that an income tax rate of 10% is normally applicable to dividends payable for earnings derived since January 1,2008 to non-PRC investors who are “non-resident enterprises,” to the extent such dividends are derived from sources within China. We are a British VirginIslands holding company and substantially all of our income is derived from dividends, if any, we receive from our operating subsidiaries located in China.Thus, dividends payable to us by our subsidiaries in China may be subject to the 10% withholding tax if we are considered as a “non-resident enterprise”under the new tax law. 74 Moreover, non-resident individual investors may be required to pay PRC individual income tax at a rate of 20% on interests or dividends payable tothe investors or any capital gains realized from the transfer of ADSs or ordinary shares if such gains are deemed income derived from sources within the PRC.Under the Individual Income Tax Law or the IIT Law, non-resident individual refers to an individual who has no domicile in China and does not stay in theterritory of China or who has no domicile in China and has stayed in the territory of China for less than one year. Pursuant to the IIT Law and itsimplementation rules, for purposes of the PRC capital gains tax, the taxable income will be the balance of the total income obtained from the transfer of theADSs or ordinary shares minus all the costs and expenses that are permitted under PRC tax laws to be deducted from the income. Therefore, if we areconsidered as a PRC "resident enterprise" and dividends we pay with respect to our ADSs or ordinary shares and the gains realized from the transfer of ourADSs or ordinary shares are considered income derived from sources within the PRC by relevant competent PRC tax authorities, such gains earned by non-resident individuals may also be subject to PRC withholding tax at a rate of 20%. Under the currently available guidance of the new tax law, dividends payable by us to our shareholders should not be deemed to be derived fromsources within China and therefore should not be subject to withholding tax at 10%, or a lower rate if reduced by a tax treaty or agreement. However, whatwill constitute income derived from sources within China is currently unclear. In addition, gains on the disposition of our shares should not be subject toPRC withholding tax. However, these conclusions are not entirely free from doubt. In addition, it is possible that these rules may change in the future,possibly with retroactive effect. United States Federal Income Taxation The following is a discussion of the material U.S. federal income tax considerations that may apply to an investor with respect to the acquisition,ownership and disposition of our ADSs or ordinary shares. This discussion does not purport to address all of the tax consequences of owning our ADSs orordinary shares with respect to all categories of investors that acquire our ADSs or ordinary shares, some of which (such as financial institutions, regulatedinvestment companies, real estate investment trusts, tax-exempt organizations, insurance companies, persons holding our ADSs or ordinary shares as part of ahedging, integrated, conversion, straddle or constructive sale transaction, traders in securities that have elected the mark-to-market method of accounting fortheir securities, persons liable for alternative minimum tax, persons who are investors in pass-through entities, grantor trusts, persons who own, directly orindirectly under applicable constructive ownership rules, 10% or more (by voting power) of our ADSs or ordinary shares, persons who received our ADSs orordinary shares pursuant to the exercise of an option or otherwise as compensation, certain former citizens and long-term residents of the United States,dealers in securities or currencies and investors whose functional currency is not the U.S. dollar) may be subject to special rules. This discussion addressesonly holders who purchase our ADSs or ordinary shares and hold such ADSs or ordinary shares as a capital asset (i.e., generally for investment). Moreover,this discussion is based on the Internal Revenue Code of 1986, as amended (or the Code), existing and proposed Treasury regulations promulgated under theCode, published rulings, and administrative and judicial interpretations of the Code, all as currently in effect as of the date of hereof, all of which are subjectto change, possibly with retroactive effect. Investors should consult their own tax advisors regarding the tax consequences arising in their own particularsituation under U.S. federal, state, local or foreign law or the United States – PRC income tax treaty with respect to the acquisition, ownership or dispositionof our ADSs or ordinary shares. For purposes of this discussion, the term “U.S. Holder” means (except as described in the preceding paragraph) a beneficial owner of our ADSs orordinary shares that is, for United States federal income tax purposes, (i) an individual U.S. citizen or resident, (ii) a corporation (or other entity taxable as acorporation) created or organized under the laws of the United States or any political subdivision thereof, or the District of Columbia, (iii) an estate theincome of which is subject to U.S. federal income taxation regardless of its source or (iv) a trust if either (x) a court within the United States is able to exerciseprimary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (y)the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. A beneficial owner of our ADSs or ordinary shares(other than a partnership) that is not a U.S. Holder is referred to below as a “Non-U.S. Holder.” 75 If a partnership, or an entity treated for U.S. federal income tax purposes as a partnership, such as a limited liability company, holds our ADSs orordinary shares, the tax treatment of a partner in such partnership will depend on the status of the partner and upon the activities of the partnership. A partnerin such a partnership holding our ADSs or ordinary shares, you should consult its tax advisor. United States Federal Income Taxation of U.S. Holders Distributions Subject to the discussion of Passive Foreign Investment Companies, or PFICs, below, distributions made by us with respect to our ADSs or ordinaryshares to a U.S. Holder will constitute dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income taxprinciples. Distributions in excess of our earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basisin our ADSs or ordinary shares, and thereafter as capital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will generally not beentitled to claim a dividends-received deduction with respect to any distributions they receive from us. Subject to the discussion of PFICs below, dividends paid on our ADSs or ordinary shares that are received by U.S. Holders that are individuals,estates or trusts will be taxed at the rate applicable to long-term capital gains (a maximum rate of 15% for taxable years beginning on or before December 31,2013), provided that such dividends meet the requirements of "qualified dividend income." For this purpose, qualified dividend income includes dividendspaid by a non-U.S. corporation if certain holding period and other requirements are met, and the stock of the non-U.S. corporation with respect to whichdividends are paid is readily tradable on an established securities market in the U.S. (such as the Nasdaq Capital Market). Dividends that fail to meet suchrequirements, and dividends received by corporate U.S. Holders, are taxed at ordinary income rates. No dividend received by a U.S. Holder will be a qualifieddividend (i) if the U.S. Holder held the ordinary share with respect to which the dividend was paid for less than 61 days during the 121-day period beginningon the date that is 60 days before the ex-dividend date with respect to such dividend, excluding for this purpose, under the rules of Code Section 246(c), anyperiod during which the U.S. Holder has an option to sell, is under a contractual obligation to sell, has made and not closed a short sale of, is the grantor of adeep-in-the-money or otherwise nonqualified option to buy, or has otherwise diminished its risk of loss by holding other positions with respect to, suchordinary share (or substantially identical securities); or (ii) to the extent that the U.S. Holder is under an obligation (pursuant to a short sale or otherwise) tomake related payments with respect to positions in property substantially similar or related to the ADS or ordinary share with respect to which the dividend ispaid. If we were to be a "passive foreign investment company" (as such term is defined in the Code) for any taxable year, dividends paid on our ADSs orordinary shares in such year or in the following taxable year would not be qualified dividends. In addition, a non-corporate U.S. Holder will be able to take aqualified dividend into account in determining its deductible investment interest (which is generally limited to its net investment income) only if it elects todo so; in such case the dividend will be taxed at ordinary income rates. Sale, Exchange or Other Disposition of ADSs or ordinary shares Subject to the discussion of PFICs below, a U.S. Holder will recognize taxable gain or loss upon a sale, exchange or other taxable disposition of ourADSs or ordinary shares in an amount equal to the difference between the amount realized by the U.S. Holder from such disposition and the U.S. Holder’s taxbasis in such stock. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at the time ofthe disposition. Long-term capital gains of non-corporate U.S. Holders may be eligible for reduced rates of taxation. A U.S. Holder’s ability to deduct capitallosses is subject to certain limitations. Tax Consequences If We Are A Passive Foreign Investment Company We will be a passive foreign investment company (a “PFIC”) if, after applying certain pass-through rules, either: (i) 75% or more of our gross incomein any taxable year consists of “passive income” (including dividends, interest, gains from the sale or exchange of investment property and certain rents androyalties); or (ii) at least 50% of our assets in any taxable year (averaged over the year and generally determined on a quarterly basis) produce or are held forthe production of passive income. 76 We do not believe that we were a PFIC for our 2014 taxable year. However, because the determination of our PFIC status is based on such factualmatters as the composition of our income and assets the valuation of our assets, and our market capitalization, there is no assurance that the United StatedInternal Revenue Service (“IRS”) will agree with our position for the 2014 taxable year or any prior taxable year. In addition, there can be no assurance thatwe will not become a PFIC for the current taxable year ending December 31, 2014 or in future taxable years. If we were to be treated as a PFIC for any taxable year during the period in which a U.S. Holder owns our ADSs or ordinary shares (and regardless ofwhether we remain a PFIC for subsequent taxable years), each U.S. Holder who is treated as owning our stock for purposes of the PFIC rules would be liable topay U.S. federal income tax at the highest applicable income tax rates on ordinary income upon the receipt of “excess distributions” (i.e., the portion of anydistributions received by the U.S. Holder on our ADSs or ordinary shares in a taxable year in excess of 125 percent of the average annual distributionsreceived by the U.S. Holder in the three preceding taxable years, or, if shorter, the U.S. Holder’s holding period for the ADSs or ordinary shares) and on anygain from the disposition of our ADSs or ordinary shares, plus interest on a portion of such amounts, as if such excess distributions or gain had beenrecognized ratably over the U.S. Holder’s holding period of our ADSs or ordinary shares. The above rules relating to the taxation of excess distributions and dispositions will not apply to a U.S. Holder who has made a timely “qualifiedelecting fund” (“QEF”) election for all taxable years that the holder has held our ADSs or ordinary shares and if we comply with certain reportingrequirements. Instead, each U.S. Holder who has made a timely QEF election is required for each taxable year that we are a PFIC to include in income a prorata share of our ordinary earnings as ordinary income and a pro rata share of our net capital gain as long term capital gain, regardless of whether we havemade any distributions of the earnings or gain. The U.S. Holder’s basis in our ADSs or ordinary shares will be increased to reflect taxed but undistributedincome. Distributions of income that had been previously taxed will result in a corresponding reduction in the basis of the ADSs or ordinary shares and willnot be taxed again once distributed. A U.S. Holder making a QEF election will generally recognize capital gain or loss on the sale, exchange or other taxabledisposition of our ADSs or ordinary shares. If we determine that we are a PFIC for any taxable year, we may provide each U.S. Holder with all necessaryinformation in order to make the QEF election described above. Alternatively, if we were to be treated as a PFIC for any taxable year and provided that our ADSs or ordinary shares are treated as “marketable stock”(e.g., “regularly traded” on the Nasdaq Capital Market) a U.S. Holder may make a mark-to-market election. Under a “mark-to-market” election, in any taxableyear that we are a PFIC, any excess of the fair market value of the ADSs or ordinary shares at the close of any taxable year over the U.S. Holder’s adjusted taxbasis in the ADSs or ordinary shares is included in the U.S. Holder’s income as ordinary income. In addition, the excess, if any, of the U.S. Holder’s adjustedtax basis at the close of any taxable year over the fair market value of the ADSs or ordinary shares is deductible in an amount equal to the lesser of the amountof the excess or the amount of the net mark-to-market gains that the U.S. Holder included in income in prior years. A U.S. Holder’s tax basis in its ADSs orordinary shares would be adjusted to reflect any such income or loss. For any taxable year that we are a PFIC, gain realized on the sale, exchange or otherdisposition of our ADSs or ordinary shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the ADSsor ordinary shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the U.S.Holder. There can be no assurances that there will be sufficient trading volume with respect to the ADSs or ordinary shares for the ADSs or ordinary shares tobe considered “regularly traded,” or that our ADSs or ordinary shares will continue to trade on the Nasdaq Capital Market. Accordingly, there are noassurances that our ADSs or ordinary shares will be marketable stock for these purposes. A U.S. Holder who holds our ADSs or ordinary shares during a period when we are a PFIC will be subject to the foregoing rules for that taxable yearand all subsequent taxable years with respect to that U.S. Holder’s holding of our ADSs or ordinary shares, even if we cease to be a PFIC, subject to certainexceptions for U.S. Holders who made a timely mark-to-market or QEF election. U.S. Holders are urged to consult their tax advisors regarding the PFIC rulesin the event that we are a PFIC, including as to the advisability and consequences of making a QEF or mark-to-market election. 77 U.S. Federal Income Taxation of Non-U.S. Holders Except as described in “Backup Withholding and Information Reporting” below, non-U.S. Holders will generally not be subject to U.S. federalincome tax or withholding tax on the payment of dividends on, and the proceeds from the disposition of, our ADSs or ordinary shares unless, in the case ofU.S. federal income taxes, the income is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States(“effectively connected income”) (and, if an income tax treaty applies, the income is attributable to a permanent establishment maintained by the Non-U.S.Holder in the United States or, in the case of an individual, the income is attributable to a fixed place of business). Non-U.S. Holders will generally not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange or otherdisposition of our ADSs or ordinary shares, unless either: ·the gain is effectively connected income (or, if a treaty applies, the gain is attributable to a permanent establishment maintained by theNon-U.S. Holder in the United States or, in the case of an individual, the income is attributable to a fixed place of business); or ·the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition andcertain other conditions are met. Effectively connected income may be subject to regular U.S. federal income tax in the same manner as discussed in the section above relating to thetaxation of U.S. Holders, unless exempt under an applicable income tax treaty. In addition, effectively connected income of a corporate Non-U.S. Holder maybe subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty. Non-U.S. Holders may be subject to tax in jurisdictions other than the United States on dividends received from us on our ADSs or ordinary sharesand on any gain realized upon the sale, exchange or other disposition of our ADSs or ordinary shares. Non-U.S. Holders should consult with their own taxadvisors regarding such other jurisdictions. Backup Withholding and Information Reporting U.S. Holders (other than certain exempt recipients) may be subject to information reporting requirements with respect to the payment of dividendson, or proceeds from the disposition of, our ADSs or ordinary shares. In addition, a U.S. Holder may be subject, under certain circumstances, to backupwithholding at a rate of up to 28% with respect to dividends paid on, or proceeds from the disposition of, our ADSs or ordinary shares unless the U.S. Holderprovides proof of an applicable exemption or correct taxpayer identification number and otherwise complies with applicable requirements of the backupwithholding rules. A U.S. Holder of our ADSs or ordinary shares who provides an incorrect taxpayer identification number may be subject to penaltiesimposed by the IRS. Non-U.S. Holders are generally not subject to information reporting or backup withholding with respect to dividends paid on, or proceeds from thedisposition of, our ADSs or ordinary shares, provided that the Non-U.S. Holder provides its taxpayer identification number, certifies to its foreign status, orestablishes another exemption to the information reporting or back-up withholding requirements. 10.F. Dividends and Paying Agents Not Applicable. 10.G. Statement by Experts Not Applicable. 78 10.H. Documents on Display The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and will file reports, registrationstatements and other information with the SEC. The Company’s reports, registration statements and other information can be inspected on the SEC’s websiteat www.sec.gov and such information can also be inspected and copies ordered at the public reference facilities maintained by the SEC at the followinglocation: 100 F Street NE, Washington, D.C. 20549. You may also visit us on the world wide web at http://www.osseninnovation.com. However, informationcontained on our website does not constitute a part of this annual report. 10.I. Subsidiary Information Not Applicable. ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Financial instruments that expose us to concentrations of credit risk primarily consist of cash and accounts receivables. The maximum amount ofloss due to credit risk in the event of other parties failing to perform their obligations is represented by the carrying amount of each financial asset as stated inour consolidated balance sheets. As of December 31, 2014, 2013 and 2012, substantially all of our cash included bank deposits in accounts maintained within the PRC where there iscurrently no rule or regulation in place for obligatory insurance to cover bank deposits in the event of bank failure. However, we have not experienced anylosses in such accounts and we believe we are not exposed to any significant risks on our cash in bank accounts. We are exposed to various types of market risks, including changes in foreign exchange rates, commodity prices and inflation in the normal courseof business. Interest rate risk We are subject to risks resulting from fluctuations in interest rates on our bank balances. A substantial portion of our cash is held in China in interestbearing bank deposits and denominated in RMB. To the extent that we may need to raise debt financing in the future, upward fluctuations in interest rateswould increase the cost of new debt. We do not currently use any derivative instruments to manage our interest rate risk. Commodity price risk Certain raw materials used by us are subject to price volatility caused by supply conditions, political and economic variables and otherunpredictable factors. The primary purpose of our commodity price management activities is to manage the volatility associated with purchases ofcommodities in the normal course of business. We do not speculate on commodity prices. Foreign exchange risk The RMB is not a freely convertible currency. The PRC government may take actions that could cause future exchange rates to vary significantlyfrom current or historical exchange rates. Fluctuations in exchange rates may adversely affect the value of any dividends we declare. Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into anyhedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may enter into hedging transactions in the future, theavailability and effectiveness of these transactions may be limited, and we may not be able to successfully hedge our exposure at all. In addition, our foreigncurrency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currencies. Inflation risk 79 Inflationary factors such as increases in the cost of our products and overhead costs may adversely affect our operating results. A high rate ofinflation may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentageof net revenues if the selling prices of our products do not increase proportionately with these increased costs. ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES The depositary may charge each person to whom ADSs are issued, including, without limitation, issuances against deposits of shares, issuances inrespect of share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by us or issuances pursuant to amerger, exchange of securities or any other transaction or event affecting the ADSs or deposited securities, and each person surrendering ADSs for withdrawalof deposited securities or whose ADRs are cancelled or reduced for any other reason, $5.00 for each 100 ADSs (or any portion thereof) issued, delivered,reduced, cancelled or surrendered, as the case may be. The depositary may sell (by public or private sale) sufficient securities and property received in respectof a share distribution, rights and/or other distribution prior to such deposit to pay such charge. The following additional charges shall be incurred by the ADR holders, by any party depositing or withdrawing shares or by any party surrenderingADSs or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by us or an exchange of stockregarding the ADRs or the deposited securities or a distribution of ADSs), whichever is applicable: ·a fee of US$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs; ·a fee of up to US$0.05 per ADS for any cash distribution made pursuant to the deposit agreement; ·a fee of up to US$0.05 per ADS per calendar year (or portion thereof) for services performed by the depositary in administering the ADRs(which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of ADRs as of the record dateor record dates set by the depositary during each calendar year and shall be payable in the manner described in the next succeedingprovision); ·reimbursement of such fees, charges and expenses as are incurred by the depositary and/or any of the depositary’s agents (including,without limitation, the custodian and expenses incurred on behalf of holders in connection with compliance with foreign exchange controlregulations or any law or regulation relating to foreign investment) in connection with the servicing of the shares or other depositedsecurities, the delivery of deposited securities or otherwise in connection with the depositary’s or its custodian’s compliance withapplicable law, rule or regulation (which charge shall be assessed on a proportionate basis against holders as of the record date or dates setby the depositary and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from oneor more cash dividends or other cash distributions); ·stock transfer or other taxes and other governmental charges; ·cable, telex and facsimile transmission and delivery charges incurred at your request in connection with the deposit or delivery of shares; ·transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit orwithdrawal of deposited securities; and ·expenses of the depositary in connection with the conversion of foreign currency into U.S. dollars. We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements fromtime to time between us and the depositary. The charges described above may be amended from time to time by agreement between us and the depositary. 80 Our depositary has agreed to reimburse us for certain expenses we incur that are related to establishment and maintenance of the ADR program,including investor relations expenses and exchange application and listing fees. Neither the depositary nor we can determine the exact amount to be madeavailable to us because (i) the number of ADSs that will be issued and outstanding, (ii) the level of fees to be charged to holders of ADSs and (iii) ourreimbursable expenses related to the ADR program are not known at this time. The depositary collects its fees for issuance and cancellation of ADSs directlyfrom investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees formaking distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. Thedepositary may collect its annual fee for depositary services by deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary will generally set off the amounts owing from distributions made to holders of ADSs. If,however, no distribution exists and payment owing is not timely received by the depositary, the depositary may refuse to provide any further services toholders that have not paid those fees and expenses owing until such fees and expenses have been paid. At the discretion of the depositary, all fees and charges owing under the deposit agreement are due in advance and/or when declared owing by thedepositary. PART II ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES Not Applicable. ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS Use of Proceeds We completed our initial public offering of 5,000,000 ordinary shares, in the form of ADSs, at $4.50 per ADS in December 2010, after our ordinaryshares and ADRs were registered under the Securities Act. The aggregate price of the offering amount registered and sold was $22.5 million, of which wereceived $20.3 million. The effective date of our registration statement on Form F-1 (File number: 333-168496) was December 20, 2010. Global HunterSecurities, LLC and Knight Capital Markets LLC acted as joint book-runners of our initial public offering. The amount of expenses incurred by us in connection with the issuance and distribution of the registered securities in our initial public offeringtotaled $2.155 million, including $1.575 million for underwriting discounts and commissions and approximately $0.58 million for other expenses. None ofthe payments were direct or indirect payments to our directors, officers, general partners of our associates, persons owning 10% or more of any class of ourshares, or any of our affiliates. We received net proceeds of $20.3 million from our initial public offering in December 2010. Our intention was to use the proceeds to increase ourproduction capacity for rare earth coated products. However, our capacity expansion plan was delayed due to among other reasons, the inability of ourEuropean supplier to fulfill the contract in 2011 and 2012, and the new technology development in our industry. Furthermore, due to tight lendingconditions in the PRC in 2013, we used the proceeds to help financing our working capital. We are developing rare earth coating application for zinc-aluminum alloy coated products, which are more corrosion-resistant than zinc coatedproducts. We will continue our expansion plan pending the completion of development of the method to apply rare earth in zinc-aluminum alloy coatingprocess, subject to improvement in market conditions. We currently estimate that the entire cost of this expansion will be approximately $22 million. Weintend to fund the costs of this expansion from short-term bank loans, other sources of financing, or cash from operations. ITEM 15.CONTROLS AND PROCEDURES 81 (a)Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, weconducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities ExchangeAct of 1934, as amended. Our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures wereeffective as of the end of the period covered by this annual report. (b)Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such item is defined in Rules13a-15(f) and 15d-15(f) under the Exchange Act, for our company. Internal control over financial reporting is a process designed to provide reasonableassurance regarding the reliability of financial reporting and the preparation of consolidated financial statements in accordance with U.S. GAAP and includesthose policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of a company’s assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidatedfinancial statements in accordance with generally accepted accounting principles, and that a company’s receipts and expenditures are being made only inaccordance with authorizations of a company’s management and directors, and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition, use, or disposition of a company’s assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of ourfinancial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risks that controlsmay become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management has conducted an assessment, including testing of the design and the effectiveness of our internal control over financial reportingas of December 31, 2014. In making its assessment, management used the criteria in Internal Control — Integrated Framework issued by the Committee ofSponsoring Organizations of the Treadway Commission. The Company identified deficiencies related to corporate governance, management’s application of disclosure requirements for SEC reporting anddocumentation of our financial statement reporting process. Such deficiencies are common for companies of our size who are new to the U.S. capital market.Our current internal accounting department responsible for financial reporting of the Company, on a consolidated basis, is relatively new to U.S. GAAP andthe related internal control procedures required of U.S. public companies. Based on this assessment, management concluded that our internal controls over financial reporting were effective as of December 31, 2014. (c)Attestation Report of Independent Registered Public Accounting Firm We are a non-accelerated filer under the rules of the Securities and Exchange Commission. Accordingly, we are not required to include in this annualreport an attestation report of our independent registered public accounting firm. (d)Changes in Internal Control over Financial Reporting There were no changes in our internal controls over financial reporting during our fiscal year ended December 31, 2013 that have materially affected,or are reasonably likely to materially affect, our internal control over financial reporting. (e)Remediation Initiatives 82 In 2013, the Company’s audit committee of its Board of Directors further reviewed internal controls along with management and in cooperation withoutside consultants in order to remediate all prior material weaknesses and internal control deficiencies. Management took the following further specific actions to address the prior deficiencies that were identified in 2013 in order to strengthen ourinternal control over financial reporting: lreviewed documented policies, procedures and controls related to the key processes we use to identify material information, prepare regulatoryfilings and other public documents, and communicate information to external parties to ensure they are complete and effective; lreviewed documented controls and procedures to ensure they are properly implemented and effective to enhance the overall completeness,accuracy, consistency and timeliness of our disclosures; lidentified and assessed key risks that may impact our ability to disclose material information and prepare regulatory filings that are complete,accurate, consistent and timely; lenhanced open and candid communication between all parties involved in operations, governance and financial and regulatory reporting, and astrong control and governance environment; lcreated positions and allocate sufficient resources to achieve an effective disclosure controls and procedures; and lestablished direct reporting procedures from the Chief Accounting Officer to the Chief Financial Officer to ensure a better overview of theCompany’s financial reporting system by the CFO. Our management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and proceduresor our internal controls will prevent or detect 100% of all errors and fraud that may occur. A control system, no matter how well conceived and operated, canprovide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the factthat there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems,no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. ITEM 16.RESERVED ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT Our audit committee consists of Junhong Li, Yingli Pan and Xiaobing Liu. Our board of directors has determined that Junhong Li, Yingli Pan andXiaobing Liu are “independent directors” within the meaning of Nasdaq Stock Market Rule 5605(a)(2) and meet the criteria for independence set forth inRule 10A−3(b) of the Exchange Act. Junhong Li meets the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. ITEM 16B.CODE OF ETHICS Our board of directors has adopted a code of business conduct and ethics. The purpose of the code is to promote ethical conduct and deterwrongdoing. The policies outlined in the Code are designed to ensure that our directors, executive officers and employees act in accordance with not onlythe letter but also the spirit of the laws and regulations that apply to our business. We expect our directors, executive officers and employees to exercise goodjudgment, to uphold these standards in their day-to-day activities, and to comply with all applicable policies and procedures in the course of theirrelationship with the company. Any amendment to or waivers of the Code for members of our board of directors and our executive officers that are required tobe disclosed by the rules of the SEC or Nasdaq will be disclosed on our website at http://www.osseninnovation.com within four business days following theamendment or waiver. During fiscal year 2013, no amendments to or waivers from the Code were made or given for any of our executive officers. 83 Our code of business conduct and ethics are publicly available on our website at http://www.osseninnovation.com. ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES Year EndedDecember 31, 2014 Year EndedDecember 31, 2013 Audit fees* $255,000 $260,000 *Audit Fees – This category includes the audit of our annual financial statements, review of financial statements included in our quarterly reports andservices that are normally provided by the independent registered public accounting firm in connection with engagements for those years and services thatare normally provided by our independent registered public accounting firm in connection with statutory audits and Securities and Exchange Commissionregulatory filings or engagements. The policy of our audit committee and our board of directors is to pre-approve all audit and non-audit services provided by our principal auditors, includingaudit services, audit-related services, and other services as described above, other than those for de minimis services which are approved by the auditcommittee or our board of directors prior to the completion of the services. ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES Not Applicable. ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS Not Applicable. ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT None. ITEM 16G.CORPORATE GOVERNANCE Our ADSs are listed on the Nasdaq Capital Market, or Nasdaq. As such, we are subject to corporate governance requirements imposed by Nasdaq.Under Nasdaq rules, listed non-US companies such as ourselves may, in general, follow their home country corporate governance practices in lieu of some ofthe Nasdaq corporate governance requirements. A Nasdaq-listed non-US company is required to provide a general summary of the significant differences toits US investors either on the company website or in its annual report distributed to its US investors. We are committed to a high standard of corporategovernance. As such, we endeavor to comply with the Nasdaq corporate governance practices and there is no significant difference between our corporategovernance practices and what the Nasdaq requires of domestic U.S. companies. ITEM 16H.MINE SAFETY DISCLOSURE Not applicable. PART III ITEM 17.FINANCIAL STATEMENTS Not applicable. 84 ITEM 18.FINANCIAL STATEMENTS The consolidated financial statements and related notes required by this item are contained on pages F-1 through F-46. ITEM 19.EXHIBITS ExhibitNumber Description of Documents 1.1 Amended and Restated Memorandum of Association (1) 1.2 Amended and Restated Articles of Association (1) 2.1 Form of American Depositary Receipt (included in Exhibit 2.3) 2.2 Form of Ordinary Share Certificate (1) 2.3 Form of Deposit Agreement (3) 4.1 Share Exchange Agreement between Ultra Glory International Ltd., the shareholder of Ultra Glory International Ltd., Ossen InnovationMaterials Group Co., Ltd. and the Shareholders of Ossen Innovation Materials Group Co., Ltd., dated July 7, 2011 (2) 4.2 Employment Contract by and between Ossen Innovation Co., Ltd. and Liang Tang, dated January 1, 2014 (4) 4.3 Employment Agreement, dated March 1, 2013, entered into by the Company and Feng Peng. (5) 8.1 Subsidiaries of the Registrant* 12.1 CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 12.2 CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * 13.1 CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * 13.2 CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 * 101 Interactive Data File (XBRL). * Attached as an exhibit hereto. (1)Incorporated by reference to our Registration Statement on Form F-1/A, filed on September 29, 2011. (2)Incorporated by reference to our Shell Company Report on Form 20-F, filed on July 12, 2011. (3)Incorporated by reference to our Registration Statement on Form F-6, filed on December 3, 2011. (4)Incorporated by reference to our Annual Report on Form 20-F, filed on April 29, 2014. (5)Incorporated by reference to our Annual Report on Form 20-F, filed on April 30, 2013. 85 SIGNATURES 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 undersignedto sign this annual report on its behalf. OSSEN INNOVATION CO., LTD. /s/ Wei Hua Name: Wei Hua Title: Chief Executive Officer Date: April 28, 2015 86 OSSEN INNOVATION CO., LTD. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS  OSSEN INNOVATION CO., LTD. AND SUBSIDIARIES CONTENTS PAGEF-1REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDEDDECEMBER 31, 2014 AND 2013 PAGEF-2-F-3CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2014 AND 2013 PAGEF-4CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEARSENDED DECEMBER 31, 2014, 2013 AND 2012 PAGEF-5CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDEDDECEMBER 31, 2014, 2013 AND 2012 PAGEF-6-F-7CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2014, 2013AND 2012 PAGEF-8 –F- 48NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  REPORT OF INDEPENDENT REGISTERED PUBLIC ACOUNTING FIRM Board of Directors and ShareholdersOssen Innovation Co., Ltd.Shanghai, China We have audited the accompanying consolidated balance sheet of Ossen Innovation Co., Ltd. as of December 31, 2014 and 2013 and the relatedconsolidated statements of operations and other comprehensive income, shareholders’ equity, and cash flows for the years then ended. These consolidatedfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financialstatements based on our audit. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is notrequired to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal controlover financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinionon 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 significantestimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis forour opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Ossen Innovation Co.,Ltd. as of December 31, 2014 and 2013 and the results of its operations and its cash flows for the years then ended in conformity with accounting principlesgenerally accepted in the United States of America. /s/ BDO China Shu Lun Pan Certified Public Accountants LLP Shanghai, People’s Republic of China April 28, 2015 F-1 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2014 AND 2013 December,31 2014 2013 ASSETS Current assets Cash and cash equivalents $684,592 $1,139,450 Restricted cash 17,572,732 31,783,670 Note receivable-bank acceptance note 9,925,155 2,421,581 Accounts receivable, net of allowance for doubtful accounts of $1,874,330 and $1,336,177 at December 31, 2014and 2013, respectively 53,764,414 48,200,076 Inventories 20,137,901 18,750,770 Advance to suppliers 56,327,390 50,614,815 Other current assets 946,319 3,447,886 Notes receivable from related party – bank acceptance notes - 12,915,099 Total current assets 159,358,503 169,273,347 Property, plant and equipment, net 7,174,646 8,458,121 Land use rights, net 4,231,348 4,297,849 TOTAL ASSETS $170,764,497 $182,029,317 See accompanying notes to the consolidated financial statements F-2 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2014 AND 2013 (Continued) December,31 2014 2013 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Notes payable-bank acceptance notes $26,521,315 $50,990,427 Short-term bank loans 18,711,357 27,283,147 Accounts payables 3,217,076 503,944 Customer deposits 588,005 2,908,271 Taxes payable 552,459 232,541 Other payables and accrued liabilities 1,622,958 1,549,748 Due to related party 69,469 16,911 Due to shareholder 100,000 50,000 Total current liabilities 51,382,639 83,534,989 Bond payable 15,972,837 - TOTAL LIABILITIES 67,355,476 83,534,989 EQUITY Shareholders' Equity Ordinary shares, $0.01 par value: 100,000,000 shares authorized; 20,000,000 shares issued; 19,901,959 sharesoutstanding as of December 31, 2014 and 2013, respectively 200,000 200,000 Additional paid-in capital 33,971,455 33,971,455 Statutory reserve 5,021,752 4,615,699 Retained earnings 44,971,082 41,518,259 Treasury stock, at cost: 98,041 shares as of December 31, 2014 and 2013, respectively (96,608) (96,608)Accumulated other comprehensive income 8,425,697 7,646,562 TOTAL SHAREHOLDERS’ EQUITY 92,493,378 87,855,367 Non-controlling interest 10,915,643 10,638,961 TOTAL EQUITY 103,409,021 98,494,328 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $170,764,497 $182,029,317 See accompanying notes to the consolidated financial statements F-3 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2014, 2013AND 2012 Year Ended December 31, 2014 2013 2012 REVEUNUES $123,571,455 $113,891,989 $122,397,886 COST OF GOODS SOLD 110,250,876 102,353,957 111,611,457 GROSS PROFIT 13,320,579 11,538,032 10,786,429 Selling expenses 772,383 625,500 917,074 General and administrative expenses 6,340,584 3,485,118 3,950,934 Total Operating Expenses 7,112,967 4,110,618 4,868,008 INCOME FROM OPERATIONS 6,207,612 7,427,414 5,918,421 Financial expenses, net (2,401,268) (2,696,966) (3,556,045)Other income, net 907,941 558,426 911,430 INCOME BEFORE INCOME TAX 4,714,285 5,288,874 3,273,806 INCOME TAX (578,727) (1,219,030) (557,428)NET INCOME 4,135,558 4,069,844 2,716,378 LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST 276,682 426,440 335,099 NET INCOME ATTRIBUTABLE TO OSSEN INNOVATION CO.,LTD ANDSUBSIDIARIES 3,858,876 3,643,404 2,381,279 OTHER COMPREHENSIVE INCOME Foreign currency translation gain 779,135 1,647,348 703,573 TOTAL OTHER COMPREHENSIVE INCOME 779,135 1,647,348 703,573 COMPREHENSIVE INCOME $4,638,011 $5,290,752 $3,084,852 EARNINGS PER ORDINARY SHARE Basic and diluted $0.19 $0.18 $0.12 WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING Basic and diluted 19,901,959 19,901,959 19,942,333 See accompanying notes to the consolidated financial statements F-4 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF SHAREHOLDER’S EQUITYFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 Total Ossen Innovation Co., Ltd. Shareholders’ Equity Ordinary Shares Additional AccumulatedOther Non $0.01 Par Value Paid-in Treasury stock Comprehensive Statutory Retained Controlling Shares Amount Capital Shares Amount Income Reserve Earnings Interest Total Balance at January 1, 2012 20,000,000 $200,000 $33,884,656 - $- $5,295,641 $3,884,808 $36,224,467 $9,877,422 $89,366,994 Net income - - - - - - - 2,381,279 335,099 2,716,378 Transfer to statutory reserve - - - - - - 294,219 (294,219) - - Common shares repurchase - - - (98,041) (96,608) - - - - (96,608)Share-based compensation toemployee - - 86,799 - - - - - - 86,799 Foreign currency translationadjustment - - - - - 703,573 - - 703,573 Balance at December 31, 2012 20,000,000 200,000 33,971,455 (98,041) (96,608) 5,999,214 4,179,027 38,311,527 10,212,521 92,777,136 Net income - - - - - - - 3,643,404 426,440 4,069,844 Transfer to statutory reserve - - - - - - 436,672 (436,672) - - Foreign currency translationadjustment - - - - - 1,647,348 - - 1,647,348 Balance at December 31, 2013 20,000,000 200,000 33,971,455 (98,041) (96,608) 7,646,562 4,615,699 41,518,259 10,638,961 98,494,328 Net income - - - - - - - 3,858,876 276,682 4,135,558 Transfer to statutory reserve - - - - - - 406,053 (406,053) - - Foreign currency translationadjustment - - - - - 779,135 - - 779,135 Balance at December 31, 2014 20,000,000 $200,000 $33,971,455 (98,041) $(96,608) $8,425,697 $5,021,752 $44,971,082 $10,915,643 $103,409,021 See accompanying notes to the consolidated financial statements F-5 OSSEN INNOVATION CO., LTD. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 Year Ended December 31, 2014 2013 2012 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $4,135,558 $4,069,844 $2,716,378 Adjustments to reconcile net income to net cash provided by/ (used in) operating activities: Depreciation and amortization 1,531,278 1,564,973 1,601,197 Share-based compensation expense - - 86,799 Changes in operating assets and liabilities: (Increase) Decrease In: Accounts receivable (5,564,338) (2,465,695) 2,315,342 Inventories (1,387,131) (8,943,726) 7,415,620 Advance to suppliers (5,712,575) 27,333,681 (36,557,323)Other current assets 2,501,567 (1,543,260) 4,590,616 Notes receivable - bank acceptance notes (7,503,574) (2,027,502) 10,457,537 Notes receivable from related party - bank acceptance notes 12,915,099 (11,084,891) (1,830,208)Account receivable from related party - - 20,799 Increase (Decrease) In: Accounts payable 2,713,132 (68,361) (376,169)Customer deposits (2,320,266) 2,523,669 (75,312)Income tax payable 319,918 (158,812) 386,561 Other payables and accrued expenses 73,209 744,552 480,773 Due to related party 52,558 16,911 - Due to shareholder 50,000 50,000 - Net cash provided by (used in) operating activities 1,804,435 10,011,383 (8,767,390) CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of plant and equipment (81,441) (16,361) (32,856)Withdraw (Prepayment) for purchases of plant and equipment - 8,071,937 (1,584)Disposal of property, plant and equipment 456 - 1,458 Net cash provided by (used in) investing activities (80,985) 8,055,576 (32,982) See accompanying notes to the consolidated financial statements F-6 OSSEN INNOVATION CO., LTD. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 (Continued) Year Ended December 31, 2014 2013 2012 CASH FLOWS FROM FINANCING ACTIVITIES: Decrease (Increase) in restricted cash 14,210,938 (6,376,171) (5,642,598)Proceeds from short-term bank loans 28,475,194 41,531,691 68,716,602 Repayments of short-term bank loans (37,261,825) (66,189,540) (66,384,299)Repayments of long-term bank loans - (4,581,002) (316,877)Proceeds from notes payable-bank acceptance notes 55,811,380 98,467,000 76,842,639 Repayment of notes payable-bank acceptance notes (80,682,428) (84,912,143) (64,959,757)Repurchase of common share - - (96,608)Proceeds from bond payable 15,946,109 - - Net cash provided by (used in) financing activities (3,500,632) (22,060,165) 8,159,102 INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,777,182) (3,993,206) (641,270)Effect of exchange rate changes on cash 1,322,324 3,135,892 1,069,773 Cash and cash equivalents at beginning of period 1,139,450 1,996,764 1,568,261 CASH AND CASH EQUIVALENTS AT END OF PERIOD $684,592 $1,139,450 $1,996,764 SUPPLEMENTARY CASH FLOW INFORMATION Cash paid during the periods: Income taxes paid $722,948 $1,095,357 $310,355 Interest paid $1,977,014 $2,865,902 $3,676,992 Non-cash transactions: Appropriation to statutory reserve $406,053 $436,672 $294,219 See accompanying notes to the consolidated financial statements F-7 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES Ossen Innovation Co., Ltd., (“Ossen Innovation” or the “Company”) formerly known as Ultra Glory International, Ltd., or Ultra Glory, is a British VirginIslands limited liability company organized on January 21, 2010 under the BVI Business Companies Act, 2004 (the “BVI Act”). Ultra Glory was a blankcheck company formed for the purpose of acquiring, through a share exchange, asset acquisition or other similar business combination, an operatingbusiness. Business Combination On July 7, 2010, Ultra Glory and its sole shareholder entered into a share exchange agreement with Ossen Innovation Materials Group, Co., Ltd, or OssenInnovation Group, a British Virgin Islands limited liability company organized on April 30, 2010 under the BVI Act and the shareholders of OssenInnovation Group. Pursuant to the share exchange agreement, Ultra Glory acquired from the shareholders of Ossen Innovation Group all of the issued andoutstanding shares of Ossen Innovation Group, in exchange for an aggregate of 10,000,000 newly issued ordinary shares issued by Ultra Glory to theshareholders of Ossen Innovation Group. In addition, the sole shareholder of Ultra Glory sold all of the 5,000,000 ordinary shares of Ultra Glory that wereissued and outstanding prior to the business combination, to the shareholders of Ossen Innovation Group for cash, at a price of $0.03 per share. As a result, theindividuals and entities that owned shares of Ossen Innovation Group prior to the business combination acquired 100% of the equity of Ultra Glory, andUltra Glory acquired 100% of the equity of Ossen Innovation Group. Ossen Innovation Group is now a wholly owned subsidiary of Ultra Glory. Inconjunction with the business combination, Ultra Glory filed an amended charter, pursuant to which Ultra Glory changed its name to Ossen Innovation Co.,Ltd., changed its fiscal year end to December 31 and increased its authorized shares to 100,000,000. Upon the consummation of the business combination,the company ceased to be a shell company. Ossen Innovation, together with its subsidiaries, is referred to as the “Company,” unless specific reference is madeto a company or entity. The effect of the share exchange and the share sale is such that effectively a reorganization of the entities has occurred for accounting purposes and is deemedto be a reverse acquisition. Subsequent to the share exchange the financial statements presented are those of a combined Ossen Innovation Group and itssubsidiaries, as if the share exchange had been in effect retroactively for all periods presented. F-8 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED) The share exchange acquisition is accounted for as a “reverse acquisition” since, immediately following completion of the transaction, the shareholders ofOssen Innovation Group have had effective control of Ultra Glory. For accounting purposes, Ossen Innovation Group is deemed to be the accounting acquirerin the transaction and, consequently, the transaction is treated as a recapitalization of Ultra Glory, i.e., a capital transaction involving the issuance of sharesby Ultra Glory for the shares of Ossen Innovation Group. Accordingly, the combined assets, liabilities and results of operations of Ossen Innovation Groupand its subsidiaries, became the historical financial statements of Ultra Glory at the closing of the share exchange, and Ultra Glory’s assets (primarily cash andcash equivalents), liabilities and results of operations is consolidated with those of Ossen Innovation Group beginning on the share exchange date. No step-up in basis or intangible assets or goodwill is recorded in this transaction. As this transaction is being accounted for as a reverse acquisition, all direct costs ofthe transaction is charged to additional paid-in capital. All professional fees and other costs associated with transaction were expensed. The 15,000,000shares of Ultra Glory, subsequent to the July 7, 2010 share exchange, are presented as if they are outstanding for all periods presented, as these are held 100%by the equity owners of Ossen Innovation Group as of the share exchange and the share sale. The Company’s Shareholders Dr. Tang, the Company’s chairman, owns 100% of the shares of Effectual Strength Enterprises Ltd., a British Virgin Islands company, which currently owns59.4% of the Company’s outstanding ordinary shares. The spouse of the Company’s chief executive officer, Wei Hua, owns 100% of the shares of FascinatingAcme Development Ltd., which owns 3% of the Company’s outstanding ordinary shares. The spouse of the chief executive officer of Shanghai OssenMaterial Research Institute Co. Ltd. (“Shanghai Ossen New Material” or formerly Shanghai ZFX), which is an affiliated company of the Company thatsupplies the Company with raw materials, owns 100% of the shares of Gross Inspiration Development Ltd., which owns 3% of the Company’s outstandingordinary shares. Another 25% of the Company’s ordinary shares, or 5 million shares, were issued in the Company’s initial public offering in December 2010and are currently trading on NASDAQ in the form of ADS’s. The holders of the remaining 9.6% of the Company’s shares are investors that are residents of thePeople’s Republic of China (“PRC”) and are unaffiliated with Ossen. F-9 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED) The Company’s Subsidiaries British Virgin Islands Companies Ossen Innovation Group, the Company’s wholly owned subsidiary, is the sole shareholder of two holding companies organized in the British Virgin Islands:Ossen Group (Asia) Co., Ltd., or Ossen Asia, and Topchina Development Group Ltd., or Topchina. All of the equity of Ossen Asia and Topchina had beenheld by Dr. Tang since inception. In May 2010, Dr. Tang transferred these shares to Ossen Innovation Group in anticipation of the public listing of ourCompany’s shares in the United States. Ossen Asia is a British Virgin Islands limited liability company organized on February 7, 2002. Ossen Asia has one direct operating subsidiary in China,Ossen Innovation Materials Co. Ltd., or Ossen Materials. Ossen Asia owns 81% of the equity of Ossen Materials. Topchina is a British Virgin Islands limited liability company organized on November 3, 2004. Ossen Materials and Topchina directly own an operatingsubsidiary in China, Ossen (Jiujiang) Steel Wire & Cable Co., Ltd., or Ossen Jiujiang. Ossen Materials owns 20.46% of the equity of Ossen Jiujiang andTopchina owns 79.54%. Ossen Materials Ossen Materials was formed in China on October 27, 2004 as a Sino-foreign joint venture limited liability company under the name Ossen (Ma’anshan) SteelWire and Cable Co., Ltd. On May 8, 2008, Ossen Materials was restructured from a Sino-foreign joint venture limited liability company to a corporation. Thename of the entity was changed at that time to Ossen Innovation Materials Co., Ltd. Ossen Asia owns 81% of the equity of Ossen Materials. The remaining 19% is held in the aggregate by four Chinese entities, two of which are controlled byChinese governmental entities, one of which is controlled by Zhonglu Co. Ltd., a company whose shares are listed on the Shanghai Stock Exchange, and oneof which is controlled by Chinese citizens. Through Ossen Materials, the Company has manufactured and sold plain surface PC strands, galvanized PC steel wires and PC wires in the Company’sMaanshan City, PRC, facility since 2004. The primary products manufactured in this facility are the Company’s plain surface PC strands. The primarymarkets for the products manufactured at the Company’s Maanshan facility are Anhui Province, Jiangsu Province, Zhejiang Province and Shanghai City,each in the PRC. F-10 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED) Ossen Jiujiang On April 6, 2005, Shanghai Ossen Investment Holdings (Group) Co., Ltd., or Ossen Shanghai, acquired a portion of the bankruptcy assets of JiujiangTianlong Galvanized Prestressing Steel Strand LLC, including equipment, land use rights and inventory for approximately $2.9 million. Ossen Jiujiang wasformed by Ossen Shanghai in the PRC as a Sino-foreign joint venture limited liability company on April 13, 2005. Ossen Shanghai then transferred the newlyacquired assets to Ossen Jiujiang. At its inception, Ossen Jiujiang was owned by two entities: 33.3% of its equity was held by Ossen Asia and 66.7% by OssenShanghai. In June 2005, Ossen Shanghai transferred its entire interest in Ossen Jiujiang to Topchina in exchange for approximately $2.9 million. In October2007, Topchina transferred 41.7% of the equity in Ossen Jiujiang to Ossen Asia for no consideration. On December 17, 2007, Ossen Asia transferred all of itsshares in Ossen Jiujiang to Ossen Materials for no consideration. On December 27, 2010, the paid-in capital of Ossen Jiujiang increased from approximately$6,048,509 (RMB 50,000,000) to approximately $26,048,509 (RMB 183,271,074) and was injected by cash of approximately $20,000,000 (RMB133,271,074) from its shareholder Topchina. Since then, 20.46% of the equity interest of Ossen Jiujiang has been held by Ossen Materials and 79.54% byTopchina. On April 9, 2014, Ossen(Jiujiang) Steel Wire & Cable Co., Ltd. changed its name to Ossen (Jiujiang) New Materials Co., Ltd. Through Ossen Jiujiang, the company manufactures galvanized PC wires, plain surface PC strands, galvanized PC strands, unbonded PC strands, helical ribPC wires, sleeper PC wires and indented PC wires. The primary products manufactured in this facility are the company’s galvanized PC wires. The primarymarkets for the PC strands manufactured in the company’s Jiujiang facility are Jiangxi Province, Wuhan Province, Hunan Province, Fujian Province andSichuan Province, each in the PRC. F-11 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 1 – ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED) At December 31, 2014, the subsidiaries of Ossen Innovation Co., Ltd were as follows: Name Domicile and Dateof Incorporation Paid-in Capital PercentageofEffective Ownership PrincipalActivities Ossen Innovation Materials Group, Co., Ltd.(“Ossen Innovation Group”) BVIApril 30, 2010 USD- 100% Investments holdings Ossen Group (Asia) Co., Ltd. ("Ossen Asia") BVIFebruary 7, 2002 USD- 100% Investments holdings Topchina Development Group Ltd. ("Topchina") BVINovember 3, 2004 USD- 100% Investments holdings Ossen Innovation Materials Co., Ltd. ("OssenMeterials") The PRCOctober 27, 2004 RMB75,000,000 81% Design, engineering,manufacture and sale of customized prestressedsteel materials Ossen (Jiujiang) Innovation Materials Co., Ltd.(Formerly Ossen (Jiujiang) Steel Wire & Cable Co.,Ltd.) ("Ossen Jiujiang") The PRCApril 13, 2005 RMB183,271,074 96.11% Design, engineering,manufacture and sale of customized prestressedsteel materials F-12 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Ossen Innovation Co., Ltd. and its subsidiaries and have been prepared in accordance with U.S.generally accepted accounting principles ("U.S. GAAP"). Intercompany accounts and transactions have been eliminated upon consolidation. Use of Estimates The preparation of the consolidated and combined financial statements in conformity with generally accepted accounting principles in the United States ofAmerica requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assetsand liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.Management makes these estimates using the best information available at the time the estimates are made. Actual results could differ from those estimates. Non-controlling Interest Non-controlling interests in the Company’s subsidiaries are recorded in accordance with the provisions of Financial Accounting Standards Board (“FASB”)Accounting Standards Codification 810 Consolidation (“ASC 810”) and are reported as a component of equity, separate from the parent’s equity. Purchase orsale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will bereported at fair value with any gain or loss recognized in earnings. F-13 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Foreign Currency Translation The accompanying consolidated financial statements are presented in United States dollars (“US$” or “$”). The functional currency of the Company isRenminbi (“RMB”). The consolidated financial statements are translated into United States dollars from RMB at year-end exchange rates as to assets andliabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capitaltransactions occurred. The resulting transaction adjustments are recorded as a component of shareholders’ equity. Gains and losses from foreign currencytransactions are included in net income. 2014 2013 2012 Year end RMB: US$ exchange rate 6.1460 6.1943 6.3086 Average yearly RMB: US$ exchange rate 6.1457 6.1122 6.3116 The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. Norepresentation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation. Revenue Recognition In accordance with the ASC Topic 605, “Revenue Recognition”, the Company recognizes revenue when persuasive evidence of an arrangement exists,delivery has occurred or services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectability is reasonable assured. The Company derives revenues from the processing, distribution and sale of own products. The Company recognizes its revenues net of value-added taxes(“VAT”). The Company is subject to VAT which is levied on the rate of 17% on the invoiced value of sales. Output VAT is borne by customers in addition tothe invoiced value of sales and input VAT is borne by the Company in addition to the invoiced value of purchases to the extent not refunded for export sales. The Company will recognize revenue for domestic sales based on the terms defined in the contract as long as risk of loss has transferred to the customers andeach of the criteria under ASC 605 have been met. Contracts terms may require the Company to deliver the finished goods to the customers’ location or thecustomer may pick up the finished goods at the Company’s factory. International sales are recognized when shipment clears customs and leaves the port. The Company also derives an insignificant amount of revenue from providing services to select customers. Service revenues account for less than 2% of totalrevenues for all periods presented and is recognized upon delivery and acceptance of the finished products by the customer, or when pick up occurs.Contracts with distributors do not offer any chargeback or price protection. The Company experienced no product returns and recorded no reserve for salesreturns for the years ended December 31, 2014, 2013 and 2012. F-14 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Cost of Sales Cost of revenue includes direct and indirect production costs, as well as freight in and handling costs for products sold. Selling Expenses Selling expenses include operating expenses such as sales commissions, payroll, traveling expenses, transportation expenses and advertising expenses. General and Administrative (“G&A”) Expenses General and administrative expenses include management and office salaries and employee benefits, deprecation for office facility and office equipment,travel and entertainment, legal and accounting, consulting fees and other office expenses. Research and Development Research and development costs are expensed as incurred and totaled approximately $3,914,918, $1,260,440 and $1,132,256 for the years ended December31, 2014, 2013 and 2012, respectively. Research and development costs are included in G&A in the accompanying statements of operations. Research anddevelopment costs are incurred on a project specific basis. Retirement Benefits Retirement benefits in the form of contributions under defined contribution retirement plans to the relevant authorities are charged to operations as incurred.Retirement benefits of $193,182, $198,019 and $213,617 were charged to operations for the years ended December 31, 2014, 2013 and 2012, respectively. Stock-Based Compensation Stock-based compensation includes 1) stock options and common stock awards granted to employees and directors for services, and are accounted for underFASB ASC 718 “Compensation - Stock Compensation”, and 2) common stock awards granted to consultants which are accounted for under FASB ASC 505-50 “Equity - Equity-Based Payments to Non-Employees”. Common stock awards are granted to directors for services provided. All grants of common stock awards and stock options to employees and directors arerecognized in the financial statements based on their grant date fair values. The Company has elected to recognize compensation expense using the straight-line method for all common stock awards and stock options granted with service conditions that have a graded vesting schedule, with a corresponding chargeto additional paid-in capital. F-15 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Common stock awards issued to consultants represent common stock granted to non-employees in exchange for services at fair value. The measurement datesfor such awards are set at dates that the contracts are entered into as the awards are non-forfeitable and vest immediately. The measurement date fair value isthen recognized over the service period as if the Company has paid cash for such service. The Company does not have significant grants to consultants forany of the period presented. The Company estimates fair value of common stock awards based on the number of shares granted and the quoted price of the Company’s common stock onthe date of grant. The fair value of stock options is estimated using the Black-Scholes model. The Company’s expected volatility assumption is based on the historicalvolatility of the Company’s stock. The expected life assumption is presumed to be the mid-point between the vesting date and the end of the contractualterm, as is permitted for “plain vanilla” employee stock options. The risk-free interest rate for the expected term of the option is based on the U.S. Treasuryyield curve in effect at the time of grant. FASB ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in the subsequent period if actual forfeitures differ frominitial estimates. Forfeiture rate is estimated based on historical and future expectation of employee turnover rate and are adjusted to reflect future change incircumstances and facts, if any. Share-based compensation expense is recorded net of estimated forfeitures such that expense was recorded only for thosestock options and common stock awards that are expected to vest. Income Taxes The Company accounts for income taxes following the liability method pursuant to FASB ASC 740 “Income Taxes”. Under this method, deferred tax assetsand liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will bein effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based onthe weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxesof a change in tax rate is recognized in income in the period that includes the enactment date. F-16 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) The Company also follows FASB ASC 740, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax returnshould be recorded in the financial statements. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than notthat the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized inthe financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realizedupon ultimate settlement. ASC 740 also provides guidance on recognition, classification, interest and penalties on income taxes, accounting in interimperiods and requires increased disclosures. As of December 31, 2014, the Company did not have a liability for unrecognized tax benefits. The Company has not provided for income taxes on accumulated earnings amounting $44,971,082 that are subject to the PRC dividend withholding tax asof December 31, 2014, since these earnings are intended to be permanently reinvested. Value-Added Tax (“VAT”) Enterprises or individuals, who sell commodities, engage in repair and maintenance or import or export goods in the PRC are subject to a value added tax inaccordance with Chinese Laws. The VAT standard rate is 17% of the gross sale price. A credit is available whereby VAT paid on the purchases of semi-finished products or raw materials used in the production of the Company’s finished products can be used to offset the VAT due on the sales of the finishedproducts. Statutory Reserve In accordance with the PRC Regulations on Enterprises with Foreign Investment, an enterprise established in the PRC with foreign investment is required toprovide for certain statutory reserves, namely (i) General Reserve Fund, (ii) Enterprise Expansion Fund and (iii) Staff Welfare and Bonus Fund, which areappropriated from net profit as reported in the enterprise’s PRC statutory accounts. A wholly-owned foreign enterprise (“WOFE”) is required to allocate atleast 10% of its annual after-tax profit to the General Reserve Fund until the balance of such fund has reached 50% of its respective registered capital. A non-wholly-owned foreign invested enterprise is permitted to provide for the above allocation at the discretion of its board of directors. Appropriations to theEnterprise Expansion Fund and Staff Welfare and Bonus Fund are at the discretion of the board of directors for all foreign invested enterprises. Theaforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. As a result, $406,053, $436,672 and $294,219 have been appropriated to the accumulated statutory reserves by the Company’s PRC subsidiaries for the yearsended December 31, 2014, 2013and 2012 respectively. F-17 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Comprehensive Income Comprehensive income is defined as the change in equity during the year from transactions and other events, excluding the changes resulting frominvestments by owners and distributions to owners, and is not included in the computation of income tax expense or benefit. Accumulated comprehensiveincome consists of foreign currency translation. The Company presents comprehensive income (loss) in accordance with ASC Topic 220, “ComprehensiveIncome”. ASC Topic 220 states that all items that are required to be recognized under accounting standards as components of comprehensive income (loss)be reported in the consolidated financial statements. Cash and Cash Equivalents For financial reporting purposes, the Company considers all highly liquid investments purchased with original maturity of three months or less to be cashequivalents. The Company maintains no bank account in the United States of America. The Company maintains its bank accounts in Mainland China andHong Kong. Balances at financial institutions or state-owned banks within the Mainland China are not covered by insurance. However, the Company has notexperienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. According to the rules of HongKong Deposit Protection Board, in case a member bank of Deposit Protection Scheme (“DPS”) fails, the DPS will pay compensation up to a maximum ofHK$500,000 to each depositor of the failed Scheme member. Restricted Cash Restricted cash represents amounts held by a bank as security for bank acceptance notes and therefore is not available for the Company’s use until such timeas the bank acceptance notes have been fulfilled or expired, normally within twelve month period. Fair Value of Financial Instruments The Company applies the provisions of ASC 820, Fair Value Measurements and Disclosures, to the financial instruments that are required to be carried at fairvalue. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous marketfor the asset or liability in an orderly transaction between market participants at the measurement date. The Company uses a three-tier fair value hierarchybased upon observable and non-observable inputs that prioritizes the information used to develop our assumptions regarding fair value. Fair valuemeasurements are separately disclosed by level within the fair value hierarchy. F-18 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) • Level 1—defined as observable inputs such as quoted prices in active markets for identical assets or liabilities; • Level 2—defined as inputs other than quoted prices in active markets, that are either directly or indirectly observable; and • Level 3—defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The company’s financial instruments primarily consist of cash and cash equivalents, restricted cash, accounts receivable, notes receivable, accounts payable,other payables and accrued liabilities, short-term bank loans, and bond payable. The carrying value of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and other current assets and liabilities approximatefair value because of the short term nature of these items. The estimated fair values of short-term bank loans were not materially different from their carryingvalue as presented due to the short maturities and that the interest rates on the borrowing approximate those that would have been available for loans ofsimilar remaining maturity and risk profile. As the carrying amounts are reasonable estimates of the fair value, these financial instruments are classified withinLevel 1 of the fair value hierarchy. Bond payable is a financial instrument whose value is determined by unobservable inputs in which little market data exists. As the Company is required todevelop its own assumptions, bond payable is classified within Level 3 of the fair value hierarchy. The balance of bond payable, which was measured anddisclosed at fair value, was 15,972,837 and nil at December 31, 2014 and 2013, respectively. Earnings per share The Company calculates earnings per share in accordance with ASC Topic 260, “Earnings per Share.” Basic earnings per share is computed by dividing thenet income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basicearnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if thepotential common stock equivalents had been issued and if the additional common shares were dilutive. F-19 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Accounts Receivable Accounts receivable are carried at net realizable value. The Company reviews its accounts receivables on a periodic basis and makes general and specificallowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, theCompany considers many factors, including the age of the balance, customer’s historical payment history, its current credit-worthiness and current economictrends. Accounts are written off after exhaustive efforts at collection. If accounts receivable are to be provided for, or written off, they would be recognized inthe consolidated statement of operations within operating expenses. Balance of allowance of doubtful accounts was $1,874,330 and $1,336,177 at December31, 2014 and 2013, respectively. Inventories Inventories are stated at the lower of cost or net realizable value, which is based on estimated selling prices less any further costs expected to be incurred forcompletion and disposal. Cost of raw materials is calculated using the weighted average method and is based on purchase cost. Work-in-progress and finishedgoods costs are determined using the weighted average method and comprise direct materials, direct labor and an appropriate proportion of overhead. AtDecember 31, 2014 and 2013, the Company has no reserve for inventories. Advance to Suppliers Advance to Suppliers represents interest-free cash paid in advance to suppliers for purchases of raw materials. The balance of advance to suppliers was$56,327,390 and $50,614,815 at December 31, 2014 and 2013, respectively. Among the balance of $56,327,390, the aging of $29,692,902 was within 60days, $18,899,528 was between 60-90 days and $7,734,960 was over 90 days. No allowance was provided for the prepayments balance at December 31,2014. Customer Deposits Customer deposits consist of amounts paid to the Company in advance for the sale of products in the PRC. The Company receives these amounts andrecognizes them as a current liability until the revenue can be recognized when the goods are delivered. The balance of customer deposits was $588,005 and$2,908,271 at December 31, 2014 and 2013, respectively. F-20 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Property, Plant, and Equipment Property, plant, and equipment are stated at cost less accumulated depreciation, and include expenditure that substantially increases the useful lives ofexisting assets. Depreciation is provided over their estimated useful lives, using the straight-line method. Estimated useful lives are as follows: Plant, buildings and improvements5 ~ 20 yearsMachinery and equipment5 ~ 20 yearsMotor vehicles5 yearsOffice Equipment5 ~ 10 years When assets are sold or retired, their costs and accumulated depreciation are eliminated from the consolidated financial statements and any gain or lossresulting from their disposal is recognized in the period of disposition as an element of other income. The cost of maintenance and repairs is charged toincome as incurred, whereas significant renewals and betterments are capitalized. Land Use Rights According to the PRC laws, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only throughland use rights granted by the Chinese government. The land use rights granted to the Company are being amortized using the straight-line method over thelease term of fifty years. Impairment of Long-Lived Assets Long-lived assets are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying amounts maynot be recoverable in accordance with FASB ASC 360, “Property, Plant and Equipment”. In evaluating long-lived assets for recoverability, the Company uses its best estimate of future cash flows expected to result from the use of the asset andeventual disposition in accordance with FASB ASC 360-10-15. To the extent that estimated future, undiscounted cash inflows attributable to the asset, lessestimated future, undiscounted cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the differencebetween the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through saleor abandonment, are reported at the lower of carrying value or fair value less costs to sell. No impairment loss is subsequently reversed even if facts and circumstances indicate recovery. There was no impairment loss recognized for the years endedDecember 31, 2014, 2013 and 2012. F-21 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Related Party In general, related parties exist when there is a relationship that offers the potential for transactions at less than arm’s-length, favorable treatment, or theability to influence the outcome of events different from that which might result in the absence of that relationship. A related party may be any of thefollowings: a) affiliate, a party that directly or indirectly controls, is controlled by, or is under common control with another party; b) principle owner, theowner of record or known beneficial owner of more than 10% of the voting interest of an entity; c) management, persons having responsibility for achievingobjectives of the entity and requisite authority to make decision; d) immediate family of management or principal owners; e) a parent company and itssubsidiaries; d) other parties that has ability to significant influence the management or operating policies of the entity. FASB issued authoritative guidance that clarifies considerations relating to the consolidation of certain entities. The guidance requires identification of theCompany’s participation in variable interest entities (“VIE”), which are defined as entities with a level of invested equity that is not sufficient to fund futureactivities to permit them to operation on a standalone basis, or whose equity holders lack certain characteristics of a controlling financial interest. That, forentities identified as a VIE, the guidance sets forth a model to evaluate potential consolidation based on a assessment of which party to a VIE, if any, bears amajority of the exposure to expected losses, or stand to gain from majority of its expected returns. The guidance also sets forth certain disclosure regardinginterests in a VIE that are deemed significant even if consolidation is not required. This item is discussed in further detail in Note 10 – Related PartyTransactions. Economic and Political Risks The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influencedby the political, economic and legal environment in the PRC, and 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 Americaand Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. TheCompany’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies withrespect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. F-22 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Exchange Risk The Company cannot guarantee that the current exchange rate will remain steady, therefore there is a possibility that the Company could post the sameamount of profit for two comparable periods and because of a fluctuating exchange rate actually post higher or lower profit depending on exchange rate ofPRC Renminbi (RMB) converted to U.S. dollars on the date. The exchange rate could fluctuate depending on changes in the political and economicenvironments without notice. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09 (“ASU 2014-09”), “Revenue fromContracts with Customers (Topic 606)”. ASU 2014-09 will eliminate transaction-specific and industry-specific revenue recognition guidance under currentUS GAAP and replace it with a principle-based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenuebased on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount,timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assetsrecognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, includinginterim periods within that reporting period. Early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulativeeffect adjustment as of the date of adoption. The Company is currently assessing the impact the adoption of ASU 2014-09 and the effect of the standard onour ongoing financial reporting. In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-12 (“ASU 2014-12”), “Compensation—Stock Compensation (Topic 718) - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could BeAchieved after the Requisite Service Period.” ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after therequisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards withperformance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fairvalue of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved andshould represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance targetbecomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognizedprospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service periodshould reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service periodends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. As indicated in thedefinition of vest, the stated vesting period (which includes the period in which the performance target could be achieved) may differ from the requisiteservice period. F-23 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recently Issued Accounting Pronouncements (continued) For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15,2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. Entities may apply the amendmentsin this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targetsthat are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. Ifretrospective transition is adopted, the cumulative effect of applying this Update as of the beginning of the earliest annual period presented in the financialstatements should be recognized as an adjustment to the opening retained earnings balance at that date. Additionally, if retrospective transition is adopted,an entity may use hindsight in measuring and recognizing the compensation cost. The Company is currently evaluating the impact of adopting this Updateon its financial statements. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a GoingConcern”, which will explicitly require management to assess an entity’s ability to continue as a going concern and to provide related footnote disclosures incertain circumstances. Currently, there is no guidance in GAAP about management’s responsibility to evaluate whether there is substantial doubt about anentity’s ability to continue as a going concern or to provide related footnote disclosures. The amendments in this Update provide that guidance. In doing so,the amendments should reduce diversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s abilityto continue as a going concern by incorporating and expanding upon certain principles that are currently in U.S. auditing standards. Specifically, theamendments (1) provide a definition of the term “substantial doubt”, (2) require an evaluation every reporting period including interim periods, (3) provideprinciples for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result ofconsideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated and (6) require anassessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update areeffective for the first annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. TheCompany is currently evaluating the impact of adopting this update on its financial statements. In January 2015, the FASB issued Accounting Standards Update No. 2015-01, “Income Statement-Extraordinary and Unusual Items (Subtopic 225-20)”,which simplifies income statement presentation by eliminating the concept of an extraordinary item. As a result, entities will no longer segregate anextraordinary item from the results of ordinary operations; separately present an extraordinary item on its income statement, net of tax, after income fromcontinuing operations; and disclose income taxes and earnings per share data applicable to an extraordinary item. The guidance is effective for the Companybeginning the first quarter of fiscal 2017 with early adoption permitted. The adoption of this guidance is not expected to have a significant impact on ourconsolidated financial position, results of operations, or cash flows. F-24 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 3 – CONCENTRATION Concentration of major customers and suppliers: Year ended December 31, 2014 2013 2012 Major customers with revenues of more than 10% ofthe Company’s sales Company A (3rd Party) $- - $18,570,574 16% $47,193,174 39%Company B (3rd Party) - - - - 25,522,442 21%Company C (3rd Party) 17,880,306 14% 12,368,270 11% - - Company D (3rd Party) - - 11,380,839 10% - - Company E (3rd Party) 24,915,113 20% - - - - Company F (3rd Party) 20,361,459 17% - - - - Company G (3rd Party) 15,503,953 13% - - - - Total Revenues $78,660,831 64% $42,319,683 37% $72,715,616 60% Year ended December 31, 2014 2013 2012 Major suppliers with purchases of more than 10% ofthe Company’s purchases Company X (3rd Party) $20,021,833 19% $- - $39,484,102 44%Company Y (3rd Party) 54,268,855 51% 32,748,784 32% - - Company Z (3rd Party) - - 47,407,595 46% 30,028,975 33%Company U (3rd Party) - - - - 11,010,434 12%Company V (3rd Party) 12,919,182 12% - - - - Total Purchase $87,209,870 82% $80,156,379 78% $80,523,511 89% Accounts receivable related to the Company’s major customers comprised 63% and 31% of all accounts receivable as of December 31, 2014 and 2013,respectively. Accounts payable related to the Company’s major suppliers comprised nil and 19% of all accounts payable as of December 31, 2014 and 2013, respectively. F-25 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 4 – ACCOUNTS RECEIVABLE Accounts receivable is net of allowance for doubtful accounts. December 31, 2014 2013 Accounts receivable $55,638,744 $49,536,253 Less: allowance for doubtful accounts (1,874,330) (1,336,177)Accounts receivable, net $53,764,414 $48,200,076 As of December 31, 2014 and 2013, a net book value of $2,440,612 and $4,961,722, respectively, of accounts receivable were used as collateral for theCompany’s short-term bank loans. Changes in the allowance for doubtful accounts are as follows: December 31, 2014 2013 Beginning balance $1,336,177 $1,277,091 Provision/(Reverse) for doubtful accounts 538,153 59,086 Ending balance $1,874,330 $1,336,177 NOTE 5 – INVENTORIES December 31, 2014 2013 Raw materials $16,521,066 $12,785,087 Work-in-progress 153,666 144,158 Finished goods 3,463,169 5,821,525 Inventories $20,137,901 $18,750,770 F-26 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 6 – NOTES RECEIVABLE Bank acceptance notes: December 31, 2014 2013 Due June 25, 2015 $325,414 $- Due April 30, 2015 1,627,075 - Due April 16, 2015, subsequently settled on due date 1,627,075 - Due March 26, 2015, subsequently settled on due date 1,464,366 - Due March 10, 2015, subsequently settled on due date 1,627,075 - Due February 28, 2015, subsequently settled on due date 1,627,075 - Due January 17, 2015, subsequently settled on due date 1,627,075 - Due May 21, 2014, subsequently settled on due date - 161,439 Due May 11, 2014, subsequently settled on due date - 80,719 Due May 11, 2014, subsequently settled on due date - 80,719 Due March 12, 2014, subsequently settled on due date - 1,452,948 Due March 9, 2014, subsequently settled on due date - 322,878 Due March 9, 2014, subsequently settled on due date - 322,878 Total $9,925,155 $2,421,581 Notes receivable are received from customers for the purchase of the Company’s products and are issued by financial institutions that entitle the Company toreceive the full face mount from the financial institution at maturity, which bears no interest and generally ranges from three to six months from the date ofissuance. NOTE 7 – OTHER CURRENT ASSETS Other current assets consist of the following: December 31, 2014 2013 Refundable deposits with suppliers $- $2,784,818 Deposits for open project bids 48,812 129,151 VAT deductible 61,959 298,056 Guarantee fee 406,769 - Other receivables 428,779 235,861 $946,319 $3,447,886 F-27 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 8 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of the following: December 31, 2014 2013 At Cost: Plant and buildings $4,348,977 $4,315,067 Machinery and equipment 15,616,293 15,455,062 Motor vehicles 322,115 323,370 Office equipment 121,022 117,228 20,408,407 20,210,727 Less: Accumulated depreciation Plant and buildings (2,149,753) (1,880,230)Machinery and equipment (10,715,803) (9,482,821)Motor vehicles (294,729) (280,778)Office equipment (112,267) (108,777) (13,272,552) (11,752,606)Construction- in-progress 38,791 - Property, plant and equipment, net $7,174,646 $8,458,121 Depreciation expense for the years ended December 31, 2014, 2013 and 2012 was $1,430,997, $1,464,144 and $1,503,554, respectively. As of December 31,2014 and 2013,1)A net book value of nil and $940,503, respectively, of property were used as collateral for the Company’s short-term bank loans.2)A net book value of $792,795 and nil, respectively, of property were used as collateral for the Company’s notes payable.3)A net book value of $1,406,429 and nil, respectively, of property were used as collateral for the short-term bank loan borrowed by a related party. F-28 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 9 – LAND USE RIGHTS Land use rights consist of the following: December 31, 2014 2013 Cost of land use rights $5,013,824 $4,974,729 Less: Accumulated amortization (782,476) (676,880)Land use rights, net $4,231,348 $4,297,849 Amortization expense for the years ended December 31, 2014, 2013 and 2012 was $100,282, $100,828 and $97,643, respectively. As of December 31, 2014and 2013,1)A net book value of nil and $2,735,916, respectively, were used as collateral for the Company’s short-term bank loans.2)A net book value of $2,694,754 and nil, respectively, were used as collateral for the Company’s notes payable.3)A net book value of $1,536,594 and nil, respectively, were used as collateral for the short-term bank loan borrowed by a related party. Amortization expense for the next five years and thereafter is as follows: 2015 $100,276 2016 100,276 2017 100,276 2018 100,276 2019 100,276 Thereafter 3,729,968 Total $4,231,348 F-29 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 10 – RELATED PARTY TRANSACTIONS (a)Names and Relationship of Related Parties: Existing Relationship with the CompanyDr. Tang Chairman and controlling shareholder of the CompanyShanghai Ossen Material Research Insititute Co., Ltd. (Formerly ShanghaiZhengfangxing Steel Co., Ltd.) (“Ossen Material Research”) Under common control of Dr. TangShanghai Ossen Investment Co., Ltd. (“SOI”) Under common control of Dr. TangShanghai Ossen Investment Holdings (Group) Co., Ltd. (“Ossen Shanghai) Under common control of Dr. Tang and Dr. Tang is the PresidentShanghai Pujiang Cable Co., Ltd. (“Shanghai Pujiang”) Subsidiary of Ossen Shanghai since September 2010Zhejiang Pujiang Cable Co., Ltd. (“Zhejiang Pujiang”) Subsidiary of Shanghai Pujiang since December 2010 F-30 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 10 – RELATED PARTY TRANSACTIONS (CONTINUED) (b)Summary of Balances with Related Party: December 31, 2014 2013 Notes receivable from related party: Shanghai Pujiang, due June 6, 2014, subsequently settled on due date $- $3,228,775 Shanghai Pujiang, due March 12, 2014, subsequently settled on due date - 1,614,387 Ossen Material Research, due May 19, 2014, subsequently settled on due date - 4,843,163 Ossen Material Research, due March 9, 2014, subsequently settled on due date - 1,614,387 Ossen Material Research, due February 20, 2014, subsequently settled on due date - 1,614,387 $- $12,915,099 The notes receivable from related party were bank acceptance notes endorsed from the Company’s customers. December 31, 2014 2013 Due to related party: Ossen Material Research $69,469 $16,911 $69,469 $16,911 Ossen Material Research is supplier of the Company. The balance of due to related party arises from the purchase of raw materials paid by Ossen MaterialResearch on behalf of the Company. December 31, 2014 2013 Due to shareholder: Dr. Tang $100,000 $50,000 $100,000 $50,000 Dr. Tang is the chairman and controlling interest shareholder of the Company. From time to time, Dr. Tang paid operating expenses on behalf of theCompany to assist with the Company’s cash needs for business purposes. F-31 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 10 – RELATED PARTY TRANSACTIONS (CONTINUED) (c)Summary of Related Party Transactions: December 31, 2014 2013 2012 Ossen Material Research provided guarantee for the bank loans borrowedby the Company $813,536 $4,035,969 $9,985,370 Ossen Material Research provided guarantee together with SOI for theshort-term bank loans borrowed by the Company $- $- $4,755,413 Ossen Material Research provided guarantee together with Ossen Shanghaiand Dr. Tang for the short-term bank loans borrowed by the Company 1,627,075 1,937,265 - Ossen MaterialResearch Ossen Material Research provided guarantee together with Zhaoyang forthe short-term bank loans borrowed by the Company $- $- $4,755,413 Ossen Material Research provided guarantee together with Dr. Tang for theshort-term bank loans borrowed by the Company $5,694,761 $3,228,775 $11,095,964 Ossen Material Research provided guarantee for the notes payable issuedby the bank $14,806,378 $3,228,775 $22,984,497 Ossen Material Research provided guarantee together with Zhaoyang forthe notes payable issued by the bank $- $- $3,170,275 The Company provided guarantee for the short-term bank loans borrowedby Ossen Material Research $4,881,224 $4,843,162 $- Ossen Material Research sold raw materials to the Company $- $2,056,102 $2,999,097 F-32 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 (c) Summary of Related Party Transactions (Continued): SOI provided guarantee for the short-term bank loans borrowed by theCompany $1,627,075 $- $3,170,275 SOI SOI provided guarantee together with Ossen Material Research for theshort-term bank loans borrowed by the Company $- $- $4,755,413 SOI provided guarantee together with Dr. Tang for the short-term bankloans borrowed by the Company $3,254,149 $- $- Ossen Shanghai Ossen Shanghai provided guarantee together with Ossen Material Researchand Dr. Tang for the short-term bank loans borrowed by the Company $1,627,075 $1,937,265 $- F-33 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 (d)Summary of Related Party Transactions (Continued): Zhaoyang provided guarantee together with Ossen Material Research forthe short-term bank loans borrowed by the Company $- $- $4,755,413 Zhaoyang Zhaoyang provided guarantee together with Ossen Material Research forthe notes payable issued by the bank $- $- $3,170,275 Zhaoyang purchased products from the Company $- $5,148,724 $7,136,843 Shanghai Zhaoyang New Metal Material Co., Ltd. (“Zhaoyang”) was no longer the Company’s related party following the StockTransfer Agreement signed on March 31, 2013 with 30% interest in Ossen Shanghai was transferred to Dr. Tang. Shanghai Pujiang The Company provided guarantee for the short-term bank loans borrowedby Shanghai Pujiang $15,457,208 $11,300,712 $15,851,377 The Company provided guarantee for the notes payable issued by ShanghaiPujiang $21,314,676 $17,550,330 $12,866,563 Zhejiang Pujiang Zhejiang Pujiang purchased products from the Company $- $- $440,107 F-34 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 (c)Summary of Related Party Transactions (Continued): In accordance with ASC 810-10, “Consolidation”, the Company first evaluated that none of the related parties met the scope exceptions as outlined in theguidance. The Company then had to determine if it hold any variable interest in the related parties. The Company determined to have a variable interest inShanghai Pujiang and Ossen Material Research because the Company guarantees $15,457,208 of the outstanding short term debt and $21,314,676 of notespayable of Shanghai Pujiang and $4,881,224 of the outstanding short term debt of Ossen Material Research. Next, the Company evaluated if ShanghaiPujiang or Ossen Material Research are variable interest entities. Using both qualitative and quantitative analysis, the Company does not have the power todirect Shanghai Pujiang and Ossen Material Research’s activities that significantly impact their economic performance and does not have the obligation toabsorb losses or the right to receive benefits from the entities. Thus, the Company is not the primary beneficiary of Shanghai Pujiang and Ossen MaterialResearch. As a result,.the Company determined Shanghai Pujiang and Ossen Material Research were not variable interest entities that require consolidationas defined in ASC 810. The Company determined Dr. Tang to be the primary beneficiary Shanghai Pujiang and Ossen Material Research because Dr. Tang ismost closely associated with the Shanghai Pujiang and Ossen Material Research. Dr. Tang had the power to direct the activities of Shanghai Pujiang andOssen Material Research that most significantly impact its economic performance and has the obligation to absorb losses of Shanghai Pujiang and OssenMaterial Research that could potentially be significant or the right to receive benefits from the related parties that could potentially be significant. The Company also evaluated the remaining related parties and affiliated entities under ASC 810 and because the Company does not guarantee the debt, theholders of the equity were at risk and therefore determined to be the primary beneficiary and these entities are not variable interest entities that requireconsolidation. NOTE 11 – OTHER PAYABLES AND ACCRUED EXPENSES Other payables and accrued expenses consist of the following: December 31, 2014 2013 Other taxes payable $155,354 $405,705 Accrued payroll & welfare 35,110 18,119 Accrued expense & liability 802,059 645,810 Deposits of purchasing materials - 477,859 Interest payable 583,035 - Others 47,400 2,255 $1,622,958 $1,549,748 F-35 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 12 – NOTES PAYABLE Bank acceptance notes: December 31, 2014 2013 Due May 27, 2015 $1,627,075 $- Due May 27, 2015 1,627,075 - Due May 27, 2015 1,627,075 - Due May 27, 2015 1,627,075 - Due May 11, 2015 1,627,075 - Due May 11, 2015 1,627,075 - Due April 10, 2015, subsequently repaid on due date 325,417 - Due April 9, 2015, subsequently repaid on due date 1,627,075 - Due March 25, 2015, subsequently repaid on due date 813,537 - Due March 17, 2015, subsequently repaid on due date 1,138,952 - Due March 17, 2015, subsequently repaid on due date 488,116 - Due February 28, 2015, subsequently repaid on due date 1,627,075 - Due February 27, 2015, subsequently repaid on due date 3,254,149 - Due January 31, 2015, subsequently repaid on due date 813,537 - Due January 29, 2015, subsequently repaid on due date 1,464,367 - Due January 23, 2015, subsequently repaid on due date 1,627,075 - Due January 23, 2015, subsequently repaid on due date 976,245 - Due January 21, 2015, subsequently repaid on due date 976,245 - Due January 21, 2015, subsequently repaid on due date 1,627,075 - Due Jun 27,2014, subsequently repaid on due date - 807,194 Due Jun 18,2014, subsequently repaid on due date - 968,632 Due Jun 17,2014, subsequently repaid on due date - 1,614,387 Due Jun 11,2014, subsequently repaid on due date - 1,614,387 Due Jun 5,2014, subsequently repaid on due date - 1,614,387 Due Jun 3,2014, subsequently repaid on due date - 1,614,387 Due May 26,2014, subsequently repaid on due date - 1,614,387 Due May 21,2014, subsequently repaid on due date - 1,614,387 Due May 21,2014, subsequently repaid on due date - 807,194 Due May 21,2014, subsequently repaid on due date - 807,194 Due May 8,2014, subsequently repaid on due date - 807,194 Due May 8,2014, subsequently repaid on due date - 807,194 Due May 8,2014, subsequently repaid on due date - 1,614,387 Due May 8,2014, subsequently repaid on due date - 6,917,657 Due May 4,2014, subsequently repaid on due date - 1,614,387 Due April 12,2014, subsequently repaid on due date - 807,194 Due April 12,2014, subsequently repaid on due date - 807,194 F-36 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 12 – NOTES PAYABLE (CONTINUED) Bank acceptance notes: December 31, 2014 2013 Due April 11,2014, subsequently repaid on due date $- $1,614,387 Due March 30,2014, subsequently repaid on due date - 1,614,387 Due March 30,2014, subsequently repaid on due date - 1,614,387 Due March 13,2014, subsequently repaid on due date - 1,614,387 Due March 5,2014, subsequently repaid on due date - 1,614,387 Due March 5,2014, subsequently repaid on due date - 1,614,387 Due January 30,2014, subsequently repaid on due date - 1,130,071 Due January 25,2014, subsequently repaid on due date - 1,130,071 Due January 25,2014, subsequently repaid on due date - 1,130,071 Due January 25,2014, subsequently repaid on due date - 807,194 Due January 23,2014, subsequently repaid on due date - 1,614,387 Due January 22,2014, subsequently repaid on due date - 1,614,387 Due January 17,2014, subsequently repaid on due date 807,194 Due January 12,2014, subsequently repaid on due date 807,194 Due January 4,2014, subsequently repaid on due date 1,614,387 Due January 4,2014, subsequently repaid on due date 968,632 Due January 4,2014, subsequently repaid on due date 645,755 Due January 4,2014, subsequently repaid on due date 1,614,387 Due January 4,2014, subsequently repaid on due date - 968,632 Total $26,521,315 $50,990,427 The interest-free notes payable, ranging from six months to one year from the date of issuance, are secured by $17,572,732 and $31,783,670 restricted cash,as of December 31, 2014 and 2013, respectively. The property, land use right and related party guarantee the notes payable as Note 8, 9 & 10. All the notes payable are subject to bank charges of 0.05% of the principal amount as commission on each loan transaction. Bank charges for notes payable,included in financial expenses under the statements of operations, were $27,906, $49,233 and $38,421 for the years ended December 31, 2014, 2013 and2012, respectively. F-37 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 13 – SHORT TERM BANK LOANS Short-term loans are summarized as follows: Bank Name Interest Rateper Annum December 31, 2014 2013 Due December 17, 2015, guaranteed by OssenMaterial Research and Dr. Tang Agricultural Bank of China (“ABC”) Jiu LongBranch 7.00% $3,254,149 $- Due October 30, 2015, guaranteed by OssenMaterial Research ABC Jiu Long Branch 7.80% 813,536 - Due October 28, 2015, guaranteed by SOI Anhui Rural Commercial Bank (“ARCB”) MaAn Shan Branch 7.728% 1,627,075 - Due October 28, 2015, guaranteed by SOI andDr. Tang ARCB Ma An Shan Branch 7.416% 3,254,149 - Due August 13, 2015, guaranteed by Dr. Tang China Construction Bank (“CCB”) Jiu JiangBranch 6.00% 4,067,686 Due June 12, 2015, guaranteed by OssenMaterial Research and Dr. Tang, collateralby Accounts receivable Bank of China (“BOC”) Ma An Shan Branch 7.28% 2,440,612 Due March 9, 2015, guaranteed by OssenMaterial Research, Ossen Shanghai and Dr.Tang, subsequently repaid on due date China Everbright Bank (“CEB”) Ma An ShanBranch 7.28% 1,627,075 Due January 2, 2015, subsequently repaid ondue date Anhui Commercial Bank (“ACB”) Fei CuiBranch 6.60% 1,627,075 F-38 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 13 – SHORT TERM BANK LOANS (CONTINUED) Bank Name Interest Rate per Annum December 31, $ 2014 $ 2013 Due December15, 2014, guaranteed by OssenMaterial Research subsequently repaid ondue date ABC Jiu Long Branch 7.80% $- $4,035,969 Due December 2, 2014, subsequently repaid ondue date ACB Fei Cui Branch 6.60% - 1,614,387 Due October 20, 2014, guaranteed by OssenMaterial Research, Ossen Shanghai and Dr.Tang subsequently repaid on due date CEB Ma An Shan Branch 6.90% - 1,614,387 Due October 15, 2014, collateral by Propertyand LUR subsequently repaid on due date ARCB Ma An Shan Branch 7.20% - 6,457,550 Due August 22, 2014, guaranteed by Dr. Tangsubsequently repaid on due date CCB Jiu Jiang Branch 6.00% - 4,035,969 Due June 16, 2014, collateral by Accountsreceivable subsequently repaid on due date Industrial and Commercial Bank of China(“ICBC”) Ma An Shan Branch 6.60% - 1,937,265 Due May 7, 2014, guaranteed by Dr. Tangsubsequently repaid on due date Bank of Communication Ma An Shan Branch 7.50% - 1,614,387 Due February 7, 2014, collateral by Accountsreceivable subsequently repaid on due date ICBC Ma An Shan Branch 6.60% - 2,421,581 Due January 17, 2014, guaranteed by OssenMaterial Research and Dr. Tang subsequentlyrepaid on due date BOC Ma An Shan Branch 7.28% - 3,228,775 Due January 9, 2014, guaranteed by OssenMaterial Research, Ossen Shanghai and Dr.Tang subsequently repaid on due date CEB Ma An Shan Branch 7.54% - 322,877 Total $18,711,357 $27,283,147 F-39 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 13 – SHORT TERM BANK LOANS (CONTINUED) All short term bank loans are obtained from local banks in China and are repayable within one year. The weighted average annual interest rate of the short-term bank loans was 7.138% and 7.00% as of December 31, 2014 and 2013, respectively. Interestexpense, included in the financial expenses in the statement of operations, was $1,943,115, $2,663,924 and $3,335,158 for the years ended December 31,2014, 2013 and 2012, respectively. The Company was in compliance of their financial covenants at December 31, 2014 and 2013, respectively. NOTE 14 – BOND PAYABLE Interest rate December 31, 2014 2013 Due September 4, 2016 10.75% 15,972,837 - Total bond payable $15,972,837 $- On September 4, 2014, the Company issued Corporate Bond to borrow RMB 100,000,000 from Guo Yuan Securities Co. Ltd. The maturity date is September4, 2016 and the interest rate was 10.75%, no principal payments are required prior to maturity. Interest expense, included in the financial expenses in thestatement of operations, was $610,571, nil and nil for the years ended December 31, 2014, 2013 and 2012, respectively. NOTE 15 – STOCK-BASED COMPENSATION On July 26, 2010, the Company’s Board of Directors adopted the 2010 Stock Option Plan, or the 2010 Plan. To date, other than the option to acquire 150,000ordinary shares issued to our former chief financial officer (“CFO”), no shares have been issued under the 2010 Plan. The 2010 Plan will automatically terminate on the fifth anniversary of the 2010 Plan’s adoption. However, outstanding stock options will continue to beeffective after the 2010 Plan’s termination. The Company’s board of directors has the authority to amend, alter, suspend or terminate the 2010 Plan or any outstanding stock option. The consent of anoption holder is necessary for any amendment that would adversely affect an outstanding option. Stock options issued to employees The Company’s former CFO was granted a stock option to purchase up to 150,000 ordinary shares pursuant to the Company’s 2010 Plan. 150,000 shares wereforfeited as of December 31, 2013. F-40 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 15 – STOCK-BASED COMPENSATION (CONTINUED) The Company calculated the estimated fair value of the options of the grant date using the Black-Scholes Option Pricing Model with the followingassumptions: Grant Date October 26,2010 Risk-free interest rate 1.93%Expected term 5.0 Expected volatility 40.98%Expected dividend yield 0.00%Fair value of share option 1.41 The model requires the input of subjective assumptions including the expected stock price volatility and the expected dividend yield. The Company useshistorical experience of employee turnover and future expectation to estimate forfeiture rate. For expected volatilities, the Company has made reference tohistorical volatilities of the Company’s stock. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury Billsyield in effect at the time of grant. The total fair value of the options granted to employees at the respective grant dates was $211,500. The Company recorded nil, nil and $86,799compensation cost for years ended December 31, 2014, 2013 and 2012, with corresponding credits to additional paid-in capital. Compensation cost of allstock option awards are recorded in general and administrative expenses. The former CFO’s option was forfeited on May 31, 2013, three months after the termination date of the CFO on February 28, 2013. The following table summarizes the stock option activities of the Company: Activity Weighted AverageExercise Price Outstanding as of January 1, 2013 150,000 $5.00 Exercised - - Cancelled/Forfeited 150,000 5.00 Outstanding as of December 31, 2013 - - Exercised - - Cancelled/Forfeited - - Outstanding as of December 31, 2014 - $- F-41 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 16 – EARNINGS PER SHARES Basic earnings per share are computed by dividing income attributable to holders of ordinary shares by the weighted average number of ordinary sharesoutstanding during the period. Diluted earnings per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised orconverted into ordinary shares. The following table sets forth the computation of basic and diluted earnings per share for the periods indicated: December 31, 2014 2013 2012 Net income attribute to the Company $3,858,876 $3,643,404 $2,381,279 Weighted average ordinary shares outstanding - basic and diluted 19,901,959 19,901,959 19,942,333 Basic and diluted earnings per share $0.19 $0.18 $0.12 F-42 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 17 – INCOME TAX BVI Ossen Innovation Co., Ltd, Ossen Innovation Group, Ossen Asia and Topchina are registered in the British Virgin Island and are exempt from income tax. The PRC According to the relevant laws and regulations in the PRC, foreign invested enterprises established prior to January 1, 2008 are entitled to full exemptionfrom income tax for two years beginning with the first year in which such enterprise is profitable and a 50% income tax reduction for the subsequent threeyears. Ossen Materials was entitled to an exemption during the two years ended December 31, 2006 and was subject to a 50% income tax reduction duringthe three years ended December 31, 2009. Starting from January 1, 2010, Ossen Materials enjoys a tax rate of 15% as it is considered as a High and NewTechnology Enterprise by the PRC government. Ossen Jiujiang was entitled to the CIT exemption during the two years ended December 31, 2008, wassubject to a 50% income tax reduction during the three years ended December 31, 2011. Starting from January 1, 2012, Ossen Jiujiang enjoys a tax rate of15% as it is considered as a High and New Technology Enterprise by the PRC government. Enterprises established under the laws of foreign countries or regions and whose “place of effective management” is located within the PRC territory areconsidered PRC resident enterprises and subject to the PRC income tax at the rate of 25% on worldwide income. The definition of “place of effectivemanagement" refers to an establishment that exercises, in substance, overall management and control over the production and business, personnel,accounting, properties, etc. of an enterprise. As of December 31, 2014, no detailed interpretation or guidance has been issued to define “place of effectivemanagement”. Furthermore, as of December 31, 2014, the administrative practice associated with interpreting and applying the concept of “place of effectivemanagement” is unclear. If the Company’s non-PRC incorporated entities are deemed PRC tax residents, such entities would be subject to PRC tax TheCompany has analyzed the applicability of this law, as of December 31, 2014, and the Company has not accrued for PRC tax on such basis. The Companywill continue to monitor changes in the interpretation or guidance of this law. PRC tax law also imposes a 10% withholding income tax, subject to reduction based on tax treaty where applicable, for dividends distributed by a foreigninvested enterprise to its immediate holding company outside China. Such dividends were exempted from PRC tax under the previous income tax law andregulations. The foreign invested enterprise is subject to the withholding tax starting from January 1, 2008. There were no dividends distributed in the yearsended December 31, 2014 and 2013. F-43 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 17 – INCOME TAX-(CONTINUED) Income tax expenses consist of the following: Year Ended December 31, 2014 2013 2012 Current $745,338 $1,224,430 $696,694 Deferred (166,611) (5,400) (139,266)Income tax expenses $578,727 $1,219,030 $557,428 Reconciliation from the expected income tax expenses calculated with reference to the statutory tax rate in the PRC of 25% is as follows: Year Ended December 31, 2014 2013 2012 Computed "expected" income tax expenses $1,178,571 $1,322,219 $818,452 Effect on tax incentive / holiday (726,615) (645,720) (383,472)Non-deductable expense 126,771 542,531 122,448 Income tax expenses $578,727 $1,219,030 $557,428 Components of net deferred tax assets are as follows: December 31, 2014 2013 2012 Provision of doubtful accounts $281,150 $200,427 $191,564 Provision of interest expense 87,455 - - $368,605 $200,427 $191,564 The deferred tax assets balance of $368,605, $200,427 and $191,564 at December 31, 2014, 2013 and 2012 respectively are included in Other Current Assetsin the accompanying consolidated balance sheets. NOTE 18 – GEOGRAPHICAL SALES AND SEGMENTS Information for the Company’s sales by geographical area for the years ended December 31, 2014, 2013 and 2012 are as follows: Year Ended December 31, 2014 2013 2012 Domestic Sales $115,256,175 $107,273,543 $111,925,870 International Sales 8,315,280 6,618,446 10,472,016 $123,571,455 $113,891,989 $122,397,886 The Company operates one business segment for the years ended December 31, 2014, 2013 and 2012. F-44 OSSEN INNOVATION CO., LTD AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED DECEMBER 31, 2014, 2013 AND 2012 NOTE 19 – SUBSEQUENT EVENTS We have evaluated all events or transactions that occurred after December 31, 2014 up through the date we issued the consolidated financial statements. F-45 OSSEN INNOVATION CO., LTD.SCHEDULE 1CONDENSED FINANCIAL STATEMENTSFOR YEARS ENDED DECEMBER 31, 2014 AND 2013 OSSEN INNOVATION CO., LTDCONDENSED BALANCE SHEETS AS OF DECEMBER 31, 2014 AND 2013 December,31 2014 2013 ASSETS Current Assets Cash $23,762 $19,171 Accounts receivable from related party 20,000,000 20,000,000 Total Current Assets 20,023,762 20,019,171 Long term investment in subsidiaries 56,157,552 51,690,990 TOTAL ASSETS $76,181,314 $71,710,161 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Other payables and accrued liabilities $802,059 $645,810 Due to shareholder 100,000 50,000 Total Current Liabilities 902,059 695,810 TOTAL LIABILITIES $902,059 $695,810 EQUITY Shareholders' Equity Share Capital $200,000 $200,000 Additional paid-in capital 20,735,955 20,735,955 Retained earnings 54,421,758 50,167,637 Accumulated other comprehensive income 18,150 7,367 Treasury stock (96,608) (96,608)TOTAL SHAREHOLDERS’ EQUITY 75,279,255 71,014,351 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $76,181,314 $71,710,161 F-46 OSSEN INNOVATION CO., LTD CONDENSED STATEMENTSOF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 Year Ended December,31 2014 2013 REVENUES $- $- COST OF GOODS SOLD - - GROSS PROFIT - - Selling expenses - - General and administrative expenses (201,439) (722,695)Total Operating Expenses (201,439) (722,695)LOSS FROM OPERATIONS (201,439) (722,695)Financial expenses, net (219) (263)Investment in subsidiaries 4,060,533 4,366,716 INCOME BEFORE INCOME TAX 3,858,875 3,643,758 INCOME TAX - - NET INCOME $3,858,875 $3,643,758 F-47 OSSEN INNOVATION CO., LTD CONDENSEDSTATEMENTSOF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2014 AND 2013 Year Ended December,31 2014 2013 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $3,858,735 $3,643,758 Adjustments to reconcile net income to net cash provided by operating activities: Equity in earnings of subsidiaries (4,060,533) (4,366,716)Other payables and accrued liabilities 156,249 645,810 Due to shareholder 50,000 50,000 Net cash provided by / (used in) operating activities 4,591 (27,148) CASH FLOWS FROM INVESTING ACTIVITIES: Net cash provided by / (used in) investing activities - - CASH FLOWS FROM FINANCING ACTIVITIES: Net cash provided by / (used in) financing activities - - INCREASE / (DECREASE) IN CASH 4,591 (27,148)Effect of exchange rate changes on cash - (49)Cash at beginning of period 19,171 46,368 CASH AT END OF PERIOD $23,762 $19,171 F-48  EXHIBIT 8.1 List of Subsidiaries of Ossen Innovation Co. Ltd. Name Country of Incorporation Ossen Innovation Materials Group Co., Ltd. British Virgin IslandsOssen Group (Asia) Co., Ltd. British Virgin IslandsTopchina Development Group Ltd. British Virgin IslandsOssen Innovation Materials Co. Ltd. People’s Republic of ChinaOssen (Jiujiang) New Materials Co., Ltd. People’s Republic of China  EXHIBIT 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TOEXCHANGE ACT RULE 13A-14(A)/15D-14(A)AS ADOPTED PURSUANT TO SECTION 302OF THE SARBANES-OXLEY ACT OF 2002 I, Wei Hua, certify that: 1. I have reviewed this annual report on Form 20-F of Ossen Innovation Co., Ltd.; 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 thestatements 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 financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly duringthe 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, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the annualreport that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’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 toadversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. Date: April 28, 2015/s/ Wei Hua Wei Hua Chief Executive Officer(Principal Executive Officer)  EXHIBIT 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13A-14(A)/15D-14(A)AS ADOPTED PURSUANT TO SECTION 302OF THE SARBANES-OXLEY ACT OF 2002 I, Feng Peng, certify that: 1. I have reviewed this annual report on Form 20-F of Ossen Innovation Co., Ltd.; 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 thestatements 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 financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly duringthe 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, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by the annualreport that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’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 toadversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. Date: April 28, 2015/s/ Feng Peng Feng Peng Chief Financial Officer(Principal Financial Officer)  EXHIBIT 13.1 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICERPURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906 OFTHE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Ossen Innovation Co., Ltd. (the "Registrant") on Form 20-F for the year ended December 31, 2014, as filedwith the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned certifies pursuant to 18 U.S.C. 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002, that: 1.The Report, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and 2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theRegistrant. Date: April 28, 2015 /s/ Wei Hua Wei Hua (Principal Executive Officer)  EXHIBIT 13.2 CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICERPURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906 OFTHE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Ossen Innovation Co. Ltd. (the "Registrant") on Form 20-F for the year ended December 31, 2014, as filedwith the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned certifies pursuant to 18 U.S.C. 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002, that: 1.The Report, fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and 2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theRegistrant. Date: April 28, 2015 /s/ Feng Peng Feng Peng (Principal Financial Officer) 

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