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Fortune Valley Treasures(FVTI) - 2022 Q4 - Annual Report
FVTIFortune Valley Treasures(FVTI)2023-03-31 21:19

Regulatory Risks - The company faces risks from changing consumer trends and preferences, which could significantly harm customer relationships and product sales if not addressed timely [71]. - The company has not received any inquiries or sanctions from PRC government authorities regarding recent regulatory changes affecting overseas listings [81]. - The PRC Data Security Law imposes strict data security obligations, with potential fines of up to RMB10 million for violations, impacting operational compliance [81]. - Regulatory changes in China may affect the company's ability to conduct mergers and acquisitions, particularly in sensitive sectors [81]. - The Overseas Listing Rules, effective March 31, 2023, require China-based companies to file with the CSRC within three business days after initial applications for overseas offerings [83]. - A fine between RMB 1 million and RMB 10 million may be imposed for failing to fulfill filing requirements under the Overseas Listing Rules [83]. - The company has not received notifications from anti-monopoly authorities and believes it is in compliance with PRC anti-monopoly laws [84]. - The Holding Foreign Companies Accountable Act requires the SEC to prohibit trading of securities if the PCAOB cannot inspect the auditor for three consecutive years [85]. - The PCAOB has determined it cannot inspect registered public accounting firms in mainland China or Hong Kong due to local authority restrictions [85]. - The company is subject to the Foreign Corrupt Practices Act, which prohibits improper payments to foreign officials, creating potential risks in its operations in the PRC [86]. - Future regulations concerning offshore investments may be subject to interpretation and could impact the company's operations [90]. - The evolving regulatory environment in China poses risks to the company's business model and could result in operational challenges [110]. - The PRC government has significant oversight over business operations, and any new regulations could materially change the company's operations and the value of its securities [112]. - Recent guidance from the Chinese government may influence foreign investment and capital raising for companies operating in China, potentially affecting the company's operations [112]. - The company may face administrative penalties for violations of SAFE Circulars, which could limit its ability to fund and expand its business in China [88]. - The company is required to comply with filing procedures with the CSRC for its listing application on the Nasdaq Capital Market [235]. Financial Performance - The company reported a net loss of 2,156,679in2022comparedtoanetincomeof2,156,679 in 2022 compared to a net income of 1,963,469 in 2021 [108]. - Cash provided by operating activities was 6,927in2022,asignificantimprovementfromacashusedof6,927 in 2022, a significant improvement from a cash used of 457,142 in 2021 [108]. - The total stockholders' equity as of December 31, 2022, was 6,499,909,downfrom6,499,909, down from 9,464,354 in 2021 [107]. - The company incurred an impairment loss on intangible assets of 979,428in2022[108].−Thecompany’sgrowthstrategyincludesstringentcostcontrolsandadequateliquiditymanagementtosupportoperationaldemands[106].−Thecompanyhasahistoryofoperatinglosses,whichcouldadverselyaffectitsabilitytocontinueasagoingconcern[229].−ThecompanyreportedmaterialweaknessesininternalcontrolsoverfinancialreportingasofDecember31,2022[161].−Thecompanyhasnotmadeanycashtransfers,capitalcontributions,orloanstoitssubsidiariesasofthereportdate[228].−Thecompany’sPRCsubsidiariesintendtoretainallearningstofundtheiroperationsandbusinessexpansions,withnodividendsanticipatedfortheforeseeablefuture[228].−Thecompanydoesnotanticipatepayingcashdividendsintheforeseeablefuture,focusingonretainingearningsforoperationsandexpansions[123].OperationalChallenges−Supplychainefficiencyiscritical,asissueslikefoodspoilageorcontaminationcouldnegativelyimpactsalesandoperationalresults[74].−Thecompanyreliesonkeysuppliersforproductsourcing,anddisruptionscouldaffectbusinesscontinuity[75].−Maintainingbrandreputationisessential;productqualityissuescouldleadtoconsumerdistrustandimpactprofitability[76].−Thecompanymayfacechallengesinattractingandretainingqualifiedpersonnel,whichcouldadverselyaffectoperationalefficiencyandresults[76].−Cybersecurityrisksremainaconcern,asdatabreachescouldmateriallyimpactreputationandfinancialperformance[77].−Thecompanyhasnotreceivedanyinquiriesfromgovernmentalauthoritiesregardingmonopolisticagreementsordominantmarketpositions[235].−Thecompanyoperatesinahighlycompetitivefoodandbeverageindustry,facingrisksrelatedtosupplychainissuesandchangingconsumerpreferences[229].−ThecompanyhasfacedsignificantdisruptionsduetoCOVID−19,impactingitsoperationsandfinancialconditionin2020and2021[246].CorporateGovernance−ThecompanyisclassifiedasasmallerreportingcompanyunderNASDAQrules,requiringatleast50979,428 in 2022 [108]. - The company’s growth strategy includes stringent cost controls and adequate liquidity management to support operational demands [106]. - The company has a history of operating losses, which could adversely affect its ability to continue as a going concern [229]. - The company reported material weaknesses in internal controls over financial reporting as of December 31, 2022 [161]. - The company has not made any cash transfers, capital contributions, or loans to its subsidiaries as of the report date [228]. - The company’s PRC subsidiaries intend to retain all earnings to fund their operations and business expansions, with no dividends anticipated for the foreseeable future [228]. - The company does not anticipate paying cash dividends in the foreseeable future, focusing on retaining earnings for operations and expansions [123]. Operational Challenges - Supply chain efficiency is critical, as issues like food spoilage or contamination could negatively impact sales and operational results [74]. - The company relies on key suppliers for product sourcing, and disruptions could affect business continuity [75]. - Maintaining brand reputation is essential; product quality issues could lead to consumer distrust and impact profitability [76]. - The company may face challenges in attracting and retaining qualified personnel, which could adversely affect operational efficiency and results [76]. - Cybersecurity risks remain a concern, as data breaches could materially impact reputation and financial performance [77]. - The company has not received any inquiries from governmental authorities regarding monopolistic agreements or dominant market positions [235]. - The company operates in a highly competitive food and beverage industry, facing risks related to supply chain issues and changing consumer preferences [229]. - The company has faced significant disruptions due to COVID-19, impacting its operations and financial condition in 2020 and 2021 [246]. Corporate Governance - The company is classified as a smaller reporting company under NASDAQ rules, requiring at least 50% of the board to be independent directors [139]. - The board of directors has determined that all directors, including Bulin Wang, Chaoping Chen, Bin Lin, Anthony S. Chan, Ramesh Ruben Louis, and Jianwei Lin, are independent according to NASDAQ standards [141]. - The company has established a corporate governance and nominating committee to oversee governance principles and evaluate director independence [143]. - The board of directors is required to hold meetings at least quarterly to ensure compliance with corporate governance matters [139]. Market and Growth Strategy - The company aims to expand its market presence through strategic acquisitions and partnerships within the food and beverage sector [198]. - The company has engaged in various acquisitions to create a complete industrial chain, enhancing competitiveness and reducing costs [198]. - The company plans to extend its market share through acquisitions in the food and beverage industries to increase its customer base and supply channels [247]. - The company has achieved substantial sales through key customer channels, establishing stable cooperative relations with large enterprises [231]. - Future growth strategies include expanding market penetration through technology-driven e-commerce platforms and services [231]. - The company operates through its PRC subsidiaries, focusing on a food and beverage supply chain in Guangdong province, China, with a mission to improve people's lives by offering safe and quality foods [231]. Currency and Taxation - The company faces restrictions on the remittance of foreign currency from its PRC subsidiaries, which may limit its ability to pay dividends or fund operations outside of China [118]. - The PRC government imposes controls on the convertibility of RMB into foreign currencies, which may restrict the company's ability to satisfy foreign currency demands [118]. - FVTI does not believe it meets the conditions to be classified as a "resident enterprise" for PRC tax purposes, which could result in a 25% enterprise income tax on worldwide taxable income if determined otherwise [117]. - Dividends from PRC subsidiaries would qualify as "tax-exempt income" under the EIT Law, but a potential 10% withholding tax could apply to dividends paid to non-PRC stockholders if classified as a "resident enterprise" [117]. Shareholder Information - Mr. Yumin Lin, the CEO, beneficially owns 41.53% of the outstanding shares of common stock, while former Director Mr. Minghua Cheng owns 44.4%, collectively allowing them significant influence over corporate matters [151]. - The company has not adopted an equity compensation plan, and no options or convertible securities have been granted outside of an approved plan [102]. - The company anticipates that its stock may be considered a "penny stock" if trading prices fall below 5.00, which would impose additional restrictions on trading [97]. - The company has not issued any cash dividends on its common stock in the foreseeable future, indicating a focus on reinvestment [255].