Lichen China(US:LICN)2025-04-28 22:27Share Capital and Dividends - As of the date of the report, Lichen International Limited has an authorized share capital of US$1,000,000, divided into 100,000,000 Class A Ordinary Shares and 25,000,000 Class B Ordinary Shares, with 716,825 Class A and 45,000 Class B shares issued and outstanding[31]. - During the fiscal year ended December 31, 2020, Lichen Zixun made dividend payments of RMB30 million (approximately $4.3 million) to its then shareholders[43]. - The company intends to use earnings for research and development and to expand production capacity, with no expectation of paying cash dividends in the foreseeable future[44]. - Current PRC regulations permit the payment of dividends only out of accumulated profits, requiring a minimum of 10% of net income after taxes to be set aside as statutory surplus reserves[41]. - The company's PRC subsidiaries have not transferred any earnings or cash to the company to date, and no dividends or distributions have been made to US investors[43]. - The company relies on dividends from its subsidiaries for working capital and cash needs, including servicing debt obligations and paying operating expenses[39]. - There are no restrictions on dividend transfers from Hong Kong to the British Virgin Islands and from the British Virgin Islands to the Cayman Islands[38]. Regulatory Compliance and Risks - U.S. laws, including the Holding Foreign Companies Accountable Act, may restrict the company's ability to complete business combinations with certain companies, particularly those with substantial operations in China[50]. - The PCAOB announced complete access to inspect and investigate PCAOB-registered public accounting firms in mainland China and Hong Kong as of December 15, 2022[53]. - Enrome LLP, the company's auditor for fiscal years 2023 and 2024, is subject to PCAOB inspections, having registered in March 2022[54]. - The company faces potential delisting risks if its auditor is not inspected by the PCAOB for two consecutive years, as per the HFCAA[55]. - The CSRC's Overseas Listing Trial Measures, effective March 31, 2023, require PRC domestic companies to fulfill filing procedures for overseas listings[59]. - Existing issuers are not required to complete immediate filing procedures but must file upon certain subsequent matters, such as follow-on offerings[61]. - Non-compliance with the Overseas Listing Trial Measures could result in fines ranging from RMB1,000,000 to RMB10,000,000[61]. - The Provisions on Confidentiality and Archives Administration require strict adherence to confidentiality during overseas securities offerings[63]. - The PCAOB plans to resume regular inspections in early 2023 and continue investigations as needed[53]. - The CSRC has emphasized the need for regulatory compliance for companies listed overseas, which may lead to additional requirements[57]. - The M&A Rules require offshore special purpose vehicles to obtain CSRC approval before listing on overseas exchanges, adding uncertainty to compliance[56]. - The company and its PRC subsidiaries have obtained all necessary licenses and permits for operations, with no current requirement for approval from the CSRC or CAC for offshore offerings[64]. - Any future requirements for approvals from the CSRC or CAC could significantly limit the company's ability to offer securities, potentially leading to a decline in the value of its shares[65]. - The company relies on dividends from its PRC subsidiaries to fund cash requirements, and any limitations on these payments could adversely affect its operations[69]. - Changes in China's economic, political, or social conditions could materially impact the company's business and results[71]. - Regulatory control over loans and currency conversion may hinder the company's ability to utilize proceeds from future offerings effectively[73]. - The company faces risks related to potential delisting under the Holding Foreign Companies Accountable Act if its auditors are not subject to PCAOB inspections[73]. - Uncertainties regarding the PRC legal system and sudden regulatory changes could limit legal protections and adversely affect the company[72]. - The company may encounter significant obstacles in pursuing growth through acquisitions in China due to complex regulatory procedures[73]. - Fluctuations in exchange rates could materially affect the company's results and the price of its Class A Ordinary Shares[72]. - Adverse changes in PRC government policies could reduce demand for the company's products and services, impacting its competitive position[73]. - The company may be subject to various laws and regulations in the PRC regarding privacy, data security, and data protection, which could lead to liability for improper use of personal information[76]. - The approval of the China Securities Regulatory Commission may be required for future offerings, and the company cannot predict the ability to obtain such approval[76]. Financial Performance and Market Conditions - The company's revenue is primarily derived from non-recurring financial and taxation solution services, with no assurance of new business from customers[78]. - The financial and taxation solution service industry relies heavily on manpower, and increasing staff costs may adversely affect operations and profitability[77]. - The company faces significant competition in various geographical locations, which could impact market share and profitability if not managed effectively[83]. - The PRC government has significant oversight over business operations, and new regulations could adversely affect the company's financial condition and results of operations[91]. - The company relies on dividends from PRC subsidiaries for cash and financing needs, and any limitations on these payments could materially affect business operations[79]. - The PRC legal system presents uncertainties that could impede the enforcement of contracts and adversely affect business operations[87]. - Loans to Lichen WFOE cannot exceed statutory limits and must be registered with SAFE, with a total foreign debt limit set at 2 times the net assets[93]. - Future offerings' proceeds are expected to be available for investments in PRC operations, with loans to PRC subsidiaries capped at 2 times net assets in consolidated financial statements[94]. - Capital contributions to PRC subsidiaries require approval from the Ministry of Commerce, and violations of regulations could lead to severe penalties[95]. - The ability to complete necessary government registrations for future loans or capital contributions may be negatively affected, impacting liquidity and business expansion[96]. - CSRC approval may be required for overseas listings, and uncertainty remains regarding the application of M&A Rules to offshore special purpose vehicles[97][98]. - New regulations emphasize stricter administration over illegal securities activities and may impose additional compliance requirements for China-based overseas-listed companies[99]. - Cybersecurity Review Measures require network platform operators with over one million users to apply for a cybersecurity review before public offerings, introducing uncertainties in compliance[101]. - The Overseas Listing Trial Measures mandate filing procedures with CSRC for PRC domestic companies seeking overseas listings, with specific prohibitions outlined[102][103]. - Existing issuers are not required to complete immediate filing procedures but must file upon certain subsequent matters, affecting future offerings[104]. - Provisions on Confidentiality and Archives Administration require strict adherence to confidentiality rules during overseas securities offerings, with uncertainties in implementation[105]. - The company and its PRC subsidiaries have obtained all necessary licenses and permits from PRC government authorities for business operations[106]. - Current PRC regulations allow PRC subsidiaries to pay dividends only from accumulated profits, which must be determined according to PRC accounting standards[113]. - PRC subsidiaries are required to set aside at least 10% of their accumulated profits each year until the total reaches 50% of their registered capital[113]. - The company faces restrictions on transferring cash or assets out of the PRC, which may limit operational funding[110]. - Fluctuations in exchange rates between RMB and USD could materially affect the company's financial results and the value of Class A Ordinary Shares[114]. - The company has not engaged in hedging transactions to mitigate foreign currency exchange risk, which may expose it to significant losses[117]. - The process for remitting proceeds from future offerings to the PRC may take several months, delaying potential business growth[120]. - The PRC government imposes controls on the convertibility of RMB into foreign currencies, affecting the company's ability to utilize net revenues effectively[118]. - The company must comply with various employee benefit plan contributions as mandated by PRC regulations, which may impact financial condition if not met[122]. Corporate Structure and Governance - The Foreign Investment Law establishes a regulatory framework for foreign investments, impacting the company's corporate structure and governance[108]. - The M&A Rules and other PRC regulations may complicate foreign acquisitions of Chinese companies, potentially delaying business expansion and market share maintenance[124]. - PRC regulations may limit the ability of PRC subsidiaries to increase registered capital or distribute profits, exposing the company to potential liabilities under PRC law[125]. - Non-compliance with SAFE registration requirements by PRC resident shareholders could restrict profit distributions and capital contributions to PRC subsidiaries[126]. - If classified as a PRC resident enterprise, the company could face a 25% enterprise income tax on global income, significantly impacting net income[128]. - Enhanced scrutiny by PRC tax authorities on acquisition transactions may negatively affect future acquisition opportunities[132]. - The company may face increased tax liabilities if the PRC tax authorities adjust taxable income based on asset transfer valuations under Circular 59 and Circular 7[137]. - The U.S. Holding Foreign Companies Accountable Act could lead to the prohibition of trading the company's securities on Nasdaq or other U.S. exchanges[138]. - Nasdaq's proposed rule changes may impose additional requirements on companies operating in "Restrictive Markets," affecting the company's listing status[139]. - The Holding Foreign Companies Accountable Act (HFCAA) requires foreign companies to certify they are not controlled by foreign governments if PCAOB cannot audit their reports due to foreign auditor restrictions[140]. - The SEC will prohibit trading of securities for companies whose auditors are not PCAOB inspected for three consecutive years, starting from 2021[140]. - The Accelerating HFCAA amends the original HFCAA, reducing the inspection period from three years to two years[142]. - The PCAOB confirmed it could inspect firms in mainland China and Hong Kong in 2022, reversing previous determinations of inability to inspect[147]. - Enrome LLP, the company's auditor for fiscal years 2023 and 2024, is subject to PCAOB inspections, ensuring compliance with U.S. standards[148]. - The company faces potential delisting risks if PCAOB inspections are not satisfactorily conducted, which could adversely affect share value[149]. - The new Cybersecurity Review Measures require cybersecurity reviews for network platform operators with over one million users before listing abroad[151]. - The company believes it is not subject to cybersecurity reviews as it does not hold over one million users' individual information[152]. - The M&A Rules complicate foreign acquisitions of Chinese companies, potentially hindering growth through acquisitions[154]. - Adverse changes in PRC government policies could materially affect the company's competitive position and demand for its products[158]. - The PRC government has implemented policy measures to stimulate economic growth in response to recent downturns, which could impact the company's growth rate and operational results[161]. Data Security and Compliance - The company is subject to evolving PRC laws regarding privacy, data security, and cybersecurity, which may lead to liabilities for improper use of personal information[162]. - The Cyber Security Law mandates that network operators must obtain user consent before collecting personal information, limiting data collection to what is necessary for service provision[165]. - The Data Security Law, effective September 1, 2021, imposes obligations on entities handling personal data, including prohibiting acquisition of data through illegal means[170]. - The company is not classified as an "Operator" under the Cybersecurity Review Measures, thus not required to apply for a cybersecurity review unless regulations change[170]. Business Operations and Management - The dual-class structure of the company's shares may limit inclusion in major indices, potentially affecting market activity and share value[180]. - As an "emerging growth company," the company benefits from reduced reporting requirements, which may affect investor attractiveness and stock price volatility[181]. - The company has opted to delay adopting new accounting standards under the JOBS Act, remaining subject to standards applicable to emerging growth companies[182]. - Lichen International Limited is a foreign private issuer and is not required to issue quarterly reports or detailed executive compensation information, leading to less frequent disclosures compared to U.S. domestic companies[183]. - The company is exempt from certain Nasdaq corporate governance standards, which may result in less protection for investors compared to domestic issuers[184]. - The company has identified material weaknesses in its internal control over financial reporting, primarily due to insufficient in-house accounting personnel knowledgeable in U.S. GAAP[196]. - Management has implemented measures to address these weaknesses, including hiring consultants and planning to recruit qualified accounting personnel[197]. - The company does not intend to pay dividends for the foreseeable future, opting to retain earnings for business operations and expansion[200]. - The company faces challenges in protecting shareholder interests due to its incorporation under Cayman Islands law, which may limit legal recourse in U.S. courts[185]. - The market price of the company's Class A Ordinary Shares may be volatile, influenced by factors beyond its control, including overall market trends and company performance[188]. - The company may experience significant consequences if its securities are delisted from the Nasdaq Capital Market, including reduced liquidity and increased price volatility[188]. - The company is subject to the Sarbanes-Oxley Act of 2002, which requires management to report on internal controls over financial reporting, but it is currently classified as an emerging growth company[195]. - The obligation to disclose information publicly may disadvantage the company compared to private competitors, potentially affecting its competitive position[201]. - The company's revenue from financial and taxation solution services for the years ended December 31, 2024, 2023, and 2022 amounted to approximately $34.29 million, $31.77 million, and $26.28 million, representing approximately 82.68%, 79.91%, and 77.73% of total revenue, respectively[218]. - As of December 31, 2024, the company's intangible assets amounted to approximately $11.05 million, up from $6.03 million as of December 31, 2023[215]. - The company received a notice from Nasdaq on January 23, 2025, regarding failure to maintain a minimum bid price of $1.00 over the previous 30 consecutive business days[206]. - The company regained compliance with Nasdaq listing requirements on March 19, 2025, after maintaining a closing bid price of at least $1.00 per share for 10 consecutive business days[210]. - If the company is classified as a Passive Foreign Investment Company (PFIC), U.S. investors may incur significantly increased income tax on gains recognized on the sale of Class A Ordinary Shares[204]. - The company may face significant consequences if its securities are delisted from Nasdaq, including reduced visibility, liquidity, and value of its securities[212]. - The company has a compliance period of 180 calendar days until July 22, 2025, to regain compliance with Nasdaq's bid price requirement[206]. - The company modified its business model to provide remote services during the COVID-19 pandemic, which temporarily disrupted on-site consultation services[213]. - The company may incur impairment losses for intangible assets, which could adversely affect its results of operations[215]. - The company's ability to maintain its brand reputation is critical for its competitive advantage and may be affected by various factors beyond its control[217]. - The company terminated two Partnership Agreements with institutions that failed to obtain necessary licenses for education and training activities[220]. - The company incurred R&D expenses of approximately $1.38 million, $1.19 million, and $1.06 million for the years ended December 31, 2024, 2023, and 2022, respectively[222]. - The average experience of the executive officers in the financial and taxation industry is 22 years, with 15 years spent at the company[225]. - The company relies on a team of 47 external experts for education support services and financial solutions, which are critical for maintaining competitive advantage[221]. - The company faces risks related to the evolving laws and regulations in the financial and taxation sectors in China, impacting its teaching materials and software development[222]. - The company may struggle to retain key management and R&D personnel, which could disrupt business operations and strategy implementation[225][226]. - The company’s reputation and business could be adversely affected if Partnered Institutions fail to meet service quality and compliance standards[220]. - The company’s ability to enforce restrictive covenants in employment contracts may be limited, posing a risk of losing key personnel to competitors[223][224]. - The company is committed to investing in human and capital resources to enhance teaching materials and software in response to changing customer needs[222]. - The company’s financial condition and results of operations may be materially affected by the loss of key management or R&D team members[226].