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Able View Global Inc.

Able View Global Inc.ABLV決算レポート

Nasdaq · 小売り無店舗小売業者

Hertz Global Holdings, Inc., known as Hertz, is an American car rental company based in Estero, Florida. The company operates its namesake Hertz brand, along with the brands Dollar Rent A Car, Firefly Car Rental, and Thrifty Car Rental.

What changed in Able View Global Inc.'s 20-F — 2023 vs 2024

Top changes in Able View Global Inc.'s 2024 20-F

477 paragraphs added · 447 removed · 356 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

161 edited+59 added−38 removed460 unchanged
The following factors, among others, may affect the trading volume and price of our Ordinary Shares: ● actual or anticipated fluctuations in our revenue and results of operations; ● loss of significant customers or material defaults by our customers; ● major changes in our key personnel or senior management; ● announcements of competitive developments, acquisitions or strategic alliances in our industry; ● changes in earnings estimates or recommendations by financial analysts; ● involvement in litigation or regulatory investigations; ● general market conditions or other developments affecting us or our industry; ● fluctuations in stock market price and volume and other events or factors beyond our control; ● the release of lockup or other transfer restrictions on our outstanding Ordinary Shares, or sales or perceived sales of additional Ordinary Shares by us or other shareholders; and ● our inability to obtain or maintain regulatory approval for our business operations.
The following factors, among others, may affect the trading volume and price of our Ordinary Shares: ● actual or anticipated fluctuations in our revenue and results of operations; ● loss of significant customers or material defaults by our customers; ● major changes in our key personnel or senior management; ● announcements of competitive developments, acquisitions or strategic alliances in our industry; ● changes in earnings estimates or recommendations by financial analysts; ● involvement in litigation or regulatory investigations; 44 ● general market conditions or other developments affecting us or our industry; ● fluctuations in stock market price and volume and other events or factors beyond our control; ● the release of lockup or other transfer restrictions on our outstanding Ordinary Shares, or sales or perceived sales of additional Ordinary Shares by us or other shareholders; and ● our inability to obtain or maintain regulatory approval for our business operations.
Our revenue growth may slow or our revenues may decline for many reasons, including competition, slower growth of the China retail or China online retail sales, fulfillment bottlenecks, emergence of alternative business models, changes in government policies and other general economic conditions. Our growth has placed, and continues to place, significant strain on our management and resources.
Our revenue growth may slow or our revenues may decline for many reasons, including competition, slower growth of the China retail or China online retail sales, fulfillment bottlenecks, emergence of alternative business models, changes in government policies and other general economic conditions. 9 Our growth has placed, and continues to place, significant strain on our management and resources.
In addition, if some brand partners refuse to settle their accounts receivable, we may need to initiate legal proceedings for collection. There is no guarantee that we will finally collect such accounts receivable. 12 If we fail to manage our inventory effectively, our results of operations, financial condition and liquidity may be materially and adversely affected.
In addition, if some brand partners refuse to settle their accounts receivable, we may need to initiate legal proceedings for collection. There is no guarantee that we will finally collect such accounts receivable. If we fail to manage our inventory effectively, our results of operations, financial condition and liquidity may be materially and adversely affected.
Any history dividends distribution cannot be regarded as any form of indication of either the amount or the time we will distribute dividends. We cannot assure you that our dividend policies will not change in the future. The Pubco is a holding company, and will rely on dividends paid by our PRC Operating Entities for our cash needs.
Any history dividends distribution cannot be regarded as any form of indication of either the amount or the time we will distribute dividends. We cannot assure you that our dividend policies will not change in the future. The Company is a holding company, and will rely on dividends paid by our PRC Operating Entities for our cash needs.
Alternatively, if we overstock products, we may be required to take significant inventory markdowns or write-offs under the distribution model, which could reduce profits. Either of these outcomes may lead our brand partners to reduce their engagement with us. Our substantial level of indebtedness could adversely affect our financial condition.
Alternatively, if we overstock products, we may be required to take significant inventory markdowns or write-offs under the distribution model, which could reduce profits. Either of these outcomes may lead our brand partners to reduce their engagement with us. 10 Our substantial level of indebtedness could adversely affect our financial condition.
If our PRC Operating Entities cannot generate enough revenues in the future, their abilities to pay dividends or make other distributions to us may be restricted, and in turn affect our ability to pay dividends to our investors. 42 Our PRC Operating Entities generates primarily all of their revenue in Renminbi, which is not freely convertible into other currencies.
If our PRC Operating Entities cannot generate enough revenues in the future, their abilities to pay dividends or make other distributions to us may be restricted, and in turn affect our ability to pay dividends to our investors. Our PRC Operating Entities generates primarily all of their revenue in Renminbi, which is not freely convertible into other currencies.
Brand partners could also seek recourse against us in these cases. 14 Any interruption in our fulfillment operations for an extended period may have an adverse impact on our business and financial condition. Our ability to process and fulfill orders accurately depends on the smooth operation of our fulfillment and warehousing network.
Brand partners could also seek recourse against us in these cases. Any interruption in our fulfillment operations for an extended period may have an adverse impact on our business and financial condition. Our ability to process and fulfill orders accurately depends on the smooth operation of our fulfillment and warehousing network.
It may also be difficult for a shareholder to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and these persons located in China. 38 Restrictions on currency exchange may limit our ability to utilize our revenue effectively.
It may also be difficult for a shareholder to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities laws against us and these persons located in China. Restrictions on currency exchange may limit our ability to utilize our revenue effectively.
Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors You should carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to our securities.
Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. 4 D. Risk Factors You should carefully consider the risks described below together with all of the other information included in this report before making an investment decision with regard to our securities.
Moreover, if we are unable to manage and conduct marketing and promotional activities for our clients cost-effectively, they may turn to other alternatives, reducing our revenues and potentially materially adversely affecting our business and reputation. 13 We may not be able to respond to rapid changes in e-commerce platform’s developments.
Moreover, if we are unable to manage and conduct marketing and promotional activities for our clients cost-effectively, they may turn to other alternatives, reducing our revenues and potentially materially adversely affecting our business and reputation. We may not be able to respond to rapid changes in e-commerce platform’s developments.
We cannot assure we are able to find substitute immediately. There can be no assurance that failure to manage our warehouse capacity and utilization will not have a material adverse effect on our business and results of operation. We are subject to third-party payment processing related risks.
We cannot assure we are able to find substitute immediately. There can be no assurance that failure to manage our warehouse capacity and utilization will not have a material adverse effect on our business and results of operation. 14 We are subject to third-party payment processing related risks.
However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” 35 Dividends payable to our foreign investors and gains on the sale of our ordinary shares or ordinary shares by our foreign investors may become subject to PRC tax law.
However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” Dividends payable to our foreign investors and gains on the sale of our ordinary shares or ordinary shares by our foreign investors may become subject to PRC tax law.
If one or more of the e-commerce channels we operate on experience downtime or disruption, the adverse effects of such downtime and disruption could be significant to our operations as a whole. The proper functioning of the technology platforms provided by third parties is essential to our business.
If one or more of the e-commerce channels we operate on experience downtime or disruption, the adverse effects of such downtime and disruption could be significant to our operations as a whole. 8 The proper functioning of the technology platforms provided by third parties is essential to our business.
There is no assurance that we will be able to meet all applicable regulatory requirements and guidelines, or comply with all applicable regulations at all times, or that we will not be subject to fines or other penalties in the future as a result of regulatory inspections. 32 Based on the understanding of Company’s corporate compliance team, neither Pubco, nor any of its subsidiaries, including all the PRC Operating Entities are currently required to obtain any permissions or approvals from Chinese authorities, including the China Securities Regulatory Commission, or CSRC, or Cybersecurity Administration Committee, or CAC, to list on U.S. exchanges or issue securities to foreign investors.
There is no assurance that we will be able to meet all applicable regulatory requirements and guidelines, or comply with all applicable regulations at all times, or that we will not be subject to fines or other penalties in the future as a result of regulatory inspections. 32 Based on the understanding of Company’s corporate compliance team, neither the Company, nor any of its subsidiaries, including all the PRC Operating Entities are currently required to obtain any permissions or approvals from Chinese authorities, including the China Securities Regulatory Commission, or CSRC, or Cybersecurity Administration Committee, or CAC, to list on U.S. exchanges or issue securities to foreign investors.
If we fail to fulfill the sales target number, our brand partners have the right to unilaterally terminate the agreement, which may materially and adversely affect our business. We may not be able to effectively manage the expansion of our business or optimally implement our business strategies.
If we fail to fulfill the sales target number, our brand partners have the right to unilaterally terminate the agreement, which may materially and adversely affect our business. 6 We may not be able to effectively manage the expansion of our business or optimally implement our business strategies.
In particular, we face challenges relating to data derived from transactions and other activities on our platform, including: ● protecting data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior or improper use by our employees; ● addressing data privacy, security and other concerns; and ● complying with applicable laws, rules and regulations relating to the collection, use, disclosure or security of personal information, including any requests from regulatory and government authorities relating to such data. 19 Significant capital and other resources may be required to protect against information security breaches or to alleviate problems caused by such breaches or to comply with our privacy policies or privacy-related legal obligations.
In particular, we face challenges relating to data derived from transactions and other activities on our platform, including: ● protecting data in and hosted on our system, including against attacks on our system by outside parties or fraudulent behavior or improper use by our employees; ● addressing data privacy, security and other concerns; and ● complying with applicable laws, rules and regulations relating to the collection, use, disclosure or security of personal information, including any requests from regulatory and government authorities relating to such data. 18 Significant capital and other resources may be required to protect against information security breaches or to alleviate problems caused by such breaches or to comply with our privacy policies or privacy-related legal obligations.
Our business could also be adversely affected if our brand partners’ product sales, marketing, brands or retail stores are not successful or if our brand partners reduce their marketing efforts. If we are unable to retain our existing brand partners, our results of operations could be materially and adversely affected.
Our business could also be adversely affected if our brand partners’ product sales, marketing, brands or retail stores are not successful or if our brand partners reduce their marketing efforts. 5 If we are unable to retain our existing brand partners, our results of operations could be materially and adversely affected.
Any future product liability claim or large scale of call back due to defective products discovered, regardless of its merit or success, could result in the expenditure of funds and management time, adverse publicity and reputational harm and could have a negative impact on our business and financial condition. 18 We depend on key management as well as experienced and capable personnel generally, and any failure to attract, motivate and retain our staff could severely hinder our ability to maintain and grow our business.
Any future product liability claim or large scale of call back due to defective products discovered, regardless of its merit or success, could result in the expenditure of funds and management time, adverse publicity and reputational harm and could have a negative impact on our business and financial condition. 17 We depend on key management as well as experienced and capable personnel generally, and any failure to attract, motivate and retain our staff could severely hinder our ability to maintain and grow our business.
The discovery of counterfeit products sold through the stores we operate or the platform we operated may severally damage our reputation among brand partners, and they may refrain from using our services in the future, which would materially and adversely affect our business operations and financial results. 16 Any lack of requisite approvals, licenses or permits applicable to our business or failure to comply with PRC Laws and regulations may have a material and adverse impact on our business, financial condition and results of operations.
The discovery of counterfeit products sold through the stores we operate or the platform we operated may severally damage our reputation among brand partners, and they may refrain from using our services in the future, which would materially and adversely affect our business operations and financial results. 15 Any lack of requisite approvals, licenses or permits applicable to our business or failure to comply with PRC Laws and regulations may have a material and adverse impact on our business, financial condition and results of operations.
With regard to the potential regulatory actions related to data security in Hong Kong, please refer to our disclosures in “ Risk Factors — Risks Related to Doing Business in Hong Kong — We may be subject to a variety of laws and other obligations regarding cybersecurity, data protection or anti-monopoly, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations ” on page 40.
With regard to the potential regulatory actions related to data security in Hong Kong, please refer to our disclosures in “ Risk Factors — Risks Related to Doing Business in Hong Kong — We may be subject to a variety of laws and other obligations regarding cybersecurity, data protection or anti-monopoly, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations ” on page 41.
Any of these actions may have a material and adverse effect on our business, financial condition and results of operations. 17 Our leased property interests may be defective and our right to lease and use the properties affected by such defects may be challenged, or we may fail to extend or renew our current leases or locate desirable alternatives for our facilities on commercially acceptable terms, which could cause significant disruption to our business.
Any of these actions may have a material and adverse effect on our business, financial condition and results of operations. 16 Our leased property interests may be defective and our right to lease and use the properties affected by such defects may be challenged, or we may fail to extend or renew our current leases or locate desirable alternatives for our facilities on commercially acceptable terms, which could cause significant disruption to our business.
Therefore, we do not need to obtain any permission or approval from the CAC for the listing of Pubco’s securities in accordance with the New Measures for Cyber Security Review. However, PRC governmental authorities have broad discretion in interpreting and implementing statutory provisions and there remains significant uncertainty on the interpretation and enforcement of relevant PRC cybersecurity laws and regulations.
Therefore, we do not need to obtain any permission or approval from the CAC for the listing of our securities in accordance with the New Measures for Cyber Security Review. However, PRC governmental authorities have broad discretion in interpreting and implementing statutory provisions and there remains significant uncertainty on the interpretation and enforcement of relevant PRC cybersecurity laws and regulations.
Although Pubco is currently not required to obtain permission or approval from any of the PRC government and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry.
Although the Company is currently not required to obtain permission or approval from any of the PRC government and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry.
The incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. 45
The incurrence of additional indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations.
As Able View has six mainland China operating subsidiaries, part of our revenues and costs are denominated in Renminbi, any significant revaluation of Renminbi may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our ordinary shares and/or ordinary shares in U.S. dollars.
As Able View has five mainland China operating subsidiaries, part of our revenues and costs are denominated in Renminbi, any significant revaluation of Renminbi may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our ordinary shares and/or ordinary shares in U.S. dollars.
If Pubco fails to maintain the adequacy of its internal control over financial reporting, as these standards are modified, supplemented, or amended from time to time, Pubco may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404.
If the Company fails to maintain the adequacy of its internal control over financial reporting, as these standards are modified, supplemented, or amended from time to time, the Company may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404.
Failure to comply with the requirements may lead to fines, revocation of business permits or licenses and other sanctions. 21 National laws adopted by the PRC are not applicable in Hong Kong, except for those listed in Annex III to the Basic Law.
Failure to comply with the requirements may lead to fines, revocation of business permits or licenses and other sanctions. 20 National laws adopted by the PRC are not applicable in Hong Kong, except for those listed in Annex III to the Basic Law.
As a result, you may not receive any return on an investment in Pubco’s Ordinary Share unless you sell Pubco’s Ordinary Share for a price greater than that which you paid for it. 43 Our Ordinary Shares’ liquidity and market price may be volatile. The price and trading volume of our Ordinary Shares may be volatile.
As a result, you may not receive any return on an investment in our Ordinary Share unless you sell our Ordinary Share for a price greater than that which you paid for it. Our Ordinary Shares’ liquidity and market price may be volatile. The price and trading volume of our Ordinary Shares may be volatile.
These proceedings or actions could subject us to significant penalties and negative publicity, require us to change our business practices, increase our costs and severely disrupt our business. 20 Substantial uncertainties exist with respect to the Cybersecurity Law and the impact it may have on our business operations.
These proceedings or actions could subject us to significant penalties and negative publicity, require us to change our business practices, increase our costs and severely disrupt our business. 19 Substantial uncertainties exist with respect to the Cybersecurity Law and the impact it may have on our business operations.
Confidentiality and Archives Provisions provides that it is applicable to initial public offerings as well as other types of securities listing of PRC domestic enterprises, including de-SPAC transactions such as Pubco’s Business Combination, and any future issuance of securities and listing activities after the initial listing.
Confidentiality and Archives Provisions provides that it is applicable to initial public offerings as well as other types of securities listing of PRC domestic enterprises, including de-SPAC transactions such as our Business Combination, and any future issuance of securities and listing activities after the initial listing.
Stephen Jian Zhu, Chairman, Director and Chief Executive Officer of the Pubco, Mr. Tang Jing, Director and Chief Financial Officer of the Pubco, and Mr. Yilun Wu, Mr. Yimin Zhou, and Mr. Zhifan Zhou, independent directors of the Pubco, are all residents of China and all or a substantial portion of their assets are located outside the United States.
Stephen Jian Zhu, Chairman, Director and Chief Executive Officer of the Company, Mr. Tang Jing, Director and Chief Financial Officer of the Company, and Mr. Yilun Wu, Mr. Yimin Zhou, and Mr. Zhifan Zhou, independent directors of the Company, are all residents of China and all or a substantial portion of their assets are located outside the United States.
The Pubco is a holding company and conduct a significant part of our business in China through our PRC Operating Entities.
The Company is a holding company and conduct a significant part of our business in China through our PRC Operating Entities.
It is uncertain when and whether Pubco will be required to obtain any requisite permissions or approvals from the PRC government to list on U.S. exchanges in the future, and even when such permission or approval is obtained, whether it will be denied or rescinded.
It is uncertain when and whether the Company will be required to obtain any requisite permissions or approvals from the PRC government to list on U.S. exchanges in the future, and even when such permission or approval is obtained, whether it will be denied or rescinded.
Any of such change may negatively influence the business operation of Able View, force Able View to switch market focus, which may not be successfully, or cause Pubco’s securities to significantly decline in value or become worthless. PRC regulations regarding acquisitions impose significant regulatory approval and review requirements, which could make it more difficult for us to grow through acquisitions.
Any of such change may negatively influence the business operation of Able View, force Able View to switch market focus, which may not be successfully, or cause our securities to significantly decline in value or become worthless. 29 PRC regulations regarding acquisitions impose significant regulatory approval and review requirements, which could make it more difficult for us to grow through acquisitions.
Stephen Jian Zhu, Chairman, Director and Chief Executive Officer of the Pubco, and Mr. Tang Jing, Director and Chief Financial Officer of the Pubco, are PRC nationals who reside within China for a significant portion of the time each year.
Stephen Jian Zhu, Chairman, Director and Chief Executive Officer of the Company, and Mr. Tang Jing, Director and Chief Financial Officer of the Company, are PRC nationals who reside within China for a significant portion of the time each year.
We also provide digital marketing services to our other customers. If we are unable to maintain these relationships or enter into new arrangements on acceptable terms, our ability to attract new brand partners and new customers could be harmed. Further, many of the parties with which we may have online advertising arrangements provide advertising services for other marketers of goods.
If we are unable to maintain these relationships or enter into new arrangements on acceptable terms, our ability to attract new brand partners and new customers could be harmed. Further, many of the parties with which we may have online advertising arrangements provide advertising services for other marketers of goods.
Although the local authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the Unities States have not been efficient in the absence of mutual and practical cooperation mechanism. Among Pubco’s directors and officers, Mr.
Although the local authorities in China may establish a regulatory cooperation mechanism with the securities regulatory authorities of another country or region to implement cross-border supervision and administration, such regulatory cooperation with the securities regulatory authorities in the Unities States have not been efficient in the absence of mutual and practical cooperation mechanism. 38 Among our directors and officers, Mr.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against Pubco or its management named in the prospectus based on foreign laws.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against the Company or its management named in the prospectus based on foreign laws.
Moreover, even if Pubco’s management concludes that Pubco’s internal control over financial reporting is effective, Pubco’s independent registered public accounting firm, after conducting its own independent testing, may issue an adverse opinion on the effectiveness of internal control over financial reporting if it is not satisfied with Pubco’s internal controls or the level at which Pubco’s controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from Pubco.
Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue an adverse opinion on the effectiveness of internal control over financial reporting if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from the Company.
E-commerce channels could cease operations unexpectedly due to a number of events, including interruptions in telecommunication services, computer viruses or unlawful access to e-commerce channels. Any material channel downtime or disruption could prevent us from providing services to our brand partners and reduce sales in stores operated by us.
Material disruption of e-commerce channels could prevent us from providing services to our brand partners and reduce sales in stores operated by us. E-commerce channels could cease operations unexpectedly due to a number of events, including interruptions in telecommunication services, computer viruses or unlawful access to e-commerce channels.
As of December 31, 2023, Able View has six mainland China operating subsidiaries whose revenues are denominated in Renminbi. Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not freely convertible under the “capital account,” which includes foreign direct investment and loans, including loans we may secure from our onshore subsidiaries.
As of December 31, 2024, Able View has five mainland China operating subsidiaries whose revenues are denominated in Renminbi. Renminbi is currently convertible under the “current account,” which includes dividends, trade and service-related foreign exchange transactions, but not freely convertible under the “capital account,” which includes foreign direct investment and loans, including loans we may secure from our onshore subsidiaries.
Pubco is an exempted company with limited liability incorporated under the laws of the Cayman Islands, Pubco conducts substantially all of its operations in mainland China and in Hong Kong, with substantially all of Pubco’s assets being located there. In addition, both of Pubco’s senior executive officers, namely, Mr.
The Company is an exempted company with limited liability incorporated under the laws of the Cayman Islands, the Company conducts substantially all of its operations in mainland China and in Hong Kong, with substantially all of our assets being located there. In addition, both of our senior executive officers, namely, Mr.
Section 404 of the Sarbanes-Oxley Act, or Section 404, requires the Pubco to include a report from management on the effectiveness of Pubco’s internal control over financial reporting in Pubco’s annual report on Form 20-F beginning with Pubco’s annual report in Pubco’s second annual report on Form 20-F after becoming a public company.
Section 404 of the Sarbanes-Oxley Act, or Section 404, requires the Company to include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our second annual report on Form 20-F after becoming a public company.
We generally receive funds which is created by our flagship online stores from the e-commerce platforms within no more than two weeks, and from other e-commerce platforms and third-party distributor within one to two months after online consumers have confirmed receipt of goods. We normally provide our brand partners with a credit period of one month to four months.
We generally receive funds which is created by our flagship online stores from the e-commerce platforms within one month, and from other e-commerce platforms and third-party distributor within one to two months after online consumers have confirmed receipt of goods. We normally provide our brand partners with a credit period of one month to four months.
As a result, Pubco’s businesses, financial condition, results of operations and prospects, as well as the trading price of the ordinary shares, may be materially and adversely affected.
As a result, our businesses, financial condition, results of operations and prospects, as well as the trading price of the ordinary shares, may be materially and adversely affected.
If Able View or Pubco fails to implement and maintain an effective system of internal controls to remediate its material weaknesses over financial reporting, Pubco may be unable to accurately report its results of operations, meets its reporting obligations or prevent fraud, and investor confidence and the market price of Pubco’s ordinary shares may be materially and adversely affected.
If Able View fails to implement and maintain an effective system of internal controls to remediate its material weaknesses over financial reporting, the Company may be unable to accurately report its results of operations, meets its reporting obligations or prevent fraud, and investor confidence and the market price of our ordinary shares may be materially and adversely affected.
As a result, it may be difficult for Pubco’s shareholders to effect foreign service of process upon Pubco or those executives or officers inside China. Shareholder claims that are common in the United States, including securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or practicality in China.
As a result, it may be difficult for our shareholders to effect foreign service of process upon the Company or those executives or officers inside China. Shareholder claims that are common in the United States, including securities law class actions and fraud claims, generally are difficult to pursue as a matter of law or practicality in China.
The Trial Measures supersede the Draft Rules and clarified and emphasized several aspects, which include but are not limited to: (1) comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” in compliance with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year is accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China; (2) exemptions from immediate filing requirements for issuers that a) have already been listed or registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Measures, and b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and c) whose such overseas securities offering or listing shall be completed before September 30, 2023, provided however that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC, specifically, future securities offerings in an overseas stock exchange where the company has previously offered and listed shall be filed with the CSRC based on the Trial Measures within three working days after the offering is completed.; (3) a negative list (the “Trial Measures Negative List”) of types of issuers banned from listing or offering overseas, including but not limited to (a) issuers whose listing or offering overseas have been recognized by the State Council of the PRC as possible threats to national security, (b) issuers whose affiliates have been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes regarding equity ownership; (4) issuers’ compliance with web security, data security, and other national security laws and regulations; and (5) issuers’ filing and reporting obligations (the “Trial Measures Filing Obligations”), such as obligation to file with the CSRC after it submits an application for initial public offering to overseas regulators, and obligation after offering or listing overseas to report to the CSRC material events including change of control or voluntary or forced delisting of the issuer.
The Trial Measures supersede the Draft Rules and clarified and emphasized several aspects, which include but are not limited to: (1) comprehensive determination of the “indirect overseas offering and listing by PRC domestic companies” in compliance with the principle of “substance over form” and particularly, an issuer will be required to go through the filing procedures under the Trial Measures if the following criteria are met at the same time: a) 50% or more of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent accounting year is accounted for by PRC domestic companies, and b) the main parts of the issuer’s business activities are conducted in mainland China, or its main places of business are located in mainland China, or the senior managers in charge of its business operation and management are mostly Chinese citizens or domiciled in mainland China; (2) exemptions from immediate filing requirements for issuers that a) have already been listed or registered but not yet listed in foreign securities markets, including U.S. markets, prior to the effective date of the Trial Measures, and b) are not required to re-perform the regulatory procedures with the relevant overseas regulatory authority or the overseas stock exchange, and c) whose such overseas securities offering or listing shall be completed before September 30, 2023, provided however that such issuers shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC, specifically, future securities offerings in an overseas stock exchange where the company has previously offered and listed shall be filed with the CSRC based on the Trial Measures within three working days after the offering is completed.; (3) a negative list (the “Trial Measures Negative List”) of types of issuers banned from listing or offering overseas, including but not limited to (a) issuers whose listing or offering overseas have been recognized by the State Council of the PRC as possible threats to national security, (b) issuers whose affiliates have been recently convicted of bribery and corruption, (c) issuers under ongoing criminal investigations, and (d) issuers under major disputes regarding equity ownership; (4) issuers’ compliance with web security, data security, and other national security laws and regulations; and (5) issuers’ filing and reporting obligations (the “Trial Measures Filing Obligations”), such as obligation to file with the CSRC after it submits an application for initial public offering to overseas regulators, and obligation after offering or listing overseas to report to the CSRC material events including change of control or voluntary or forced delisting of the issuer. 31 The Trial Measures provide the CSRC with power to warn, fine, and issue injunctions against both PRC domestic companies, their controlling shareholders, and their advisors in listing or offering securities (collectively, the “Subject Entities”), as well as individuals directly responsible for these Subject Entities (the “Subject Individuals”).
The contract renewal process usually starts at the beginning of the next year, and takes around one month to negotiate the annual minimum purchase target. As of the date of this Report, all of our contracts with our brand partners have been renewed for the calendar year of 2023.
The contract renewal process usually starts at the beginning of the next year, and takes around one month to negotiate the annual minimum purchase target. As of the date of this Report, majority of our contracts with our brand partners have been renewed for the calendar year of 2025.
In addition, once Pubco ceases to be an “emerging growth company” as such term is defined in the JOBS Act, Pubco’s independent registered public accounting firm must attest to and report on the effectiveness of Pubco’s internal control over financial reporting.
In addition, once the Company ceases to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting.
For the years ended December 31, 2023 and 2022, the Company repaid borrowings of $17.86 million and $22.15 million, respectively. 11 Our substantial level of indebtedness could have important consequences, including the following: ● we must use a substantial portion of our cash flow from operations to pay interest and principal on these loans, which will reduce funds available to us for other purposes such as working capital, capital expenditures, other general corporate purposes and potential acquisitions; ● our ability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired; ● we will be exposed to fluctuations in interest rates and currency exchange rates; ● our leverage may be greater than that of some of our competitors in the same markets, which may put us at a competitive disadvantage and reduce our flexibility in responding to current and changing industry and financial market conditions; ● we may be more vulnerable to the economic downturns and adverse developments in our business; ● we may be unable to comply with financial and other restrictive covenants in our debt agreements, which could result in an event of default that, if not cured or waived, may result in adverse effect on our business and prospects, and force us into bankruptcy or liquidation; and ● in the event of insolvency, liquidation, reorganization, dissolution or other winding up of our business, if there are not sufficient assets remaining to pay all creditors, then all or a portion of the amounts due on some of our indebtedness then outstanding may remain unpaid.
Our substantial level of indebtedness could have important consequences, including the following: ● we must use a substantial portion of our cash flow from operations to pay interest and principal on these loans, which will reduce funds available to us for other purposes such as working capital, capital expenditures, other general corporate purposes and potential acquisitions; ● our ability to refinance such indebtedness or to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be impaired; ● we will be exposed to fluctuations in interest rates and currency exchange rates; ● our leverage may be greater than that of some of our competitors in the same markets, which may put us at a competitive disadvantage and reduce our flexibility in responding to current and changing industry and financial market conditions; ● we may be more vulnerable to the economic downturns and adverse developments in our business; ● we may be unable to comply with financial and other restrictive covenants in our debt agreements, which could result in an event of default that, if not cured or waived, may result in adverse effect on our business and prospects, and force us into bankruptcy or liquidation; and ● in the event of insolvency, liquidation, reorganization, dissolution or other winding up of our business, if there are not sufficient assets remaining to pay all creditors, then all or a portion of the amounts due on some of our indebtedness then outstanding may remain unpaid.
Generally speaking, if Pubco fails to achieve and maintain an effective internal control environment, it could result in material misstatements in Pubco’s financial statements and could also impair Pubco’s ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.
Generally speaking, if the Company fails to achieve and maintain an effective internal control environment, it could result in material misstatements in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.
Although we are focused on achieving a higher ratio of our revenues as a percentage of GMV generated through the partners’ online stores that we operate, there is no guarantee that we will successfully achieve this and our failure to do so could adversely affect our financial results.
We also intend to focus on high quality GMV categories. Although we are focused on achieving a higher ratio of our revenues as a percentage of GMV generated through the partners’ online stores that we operate, there is no guarantee that we will successfully achieve this and our failure to do so could adversely affect our financial results.
In the event that the Hong Kong subsidiary of Able View were to become subject to laws and regulations of Mainland China, the legal and operational risks associated in Mainland China may also apply to our operations in Hong Kong, and we face the risks and uncertainties associated with the legal system in the Mainland China, complex and evolving Mainland China laws and regulation, and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to Hong Kong subsidiary of Able View.
In the event that the Hong Kong subsidiary of Able View were to become subject to laws and regulations of Mainland China, the legal and operational risks associated in Mainland China may also apply to our operations in Hong Kong, and we face the risks and uncertainties associated with the legal system in the Mainland China, complex and evolving Mainland China laws and regulation, and as to whether and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and anti-monopoly concerns, would be applicable to Hong Kong subsidiary of Able View. 42 Risks Related to Ownership of our Securities Payment of dividends is subject to restrictions under PRC Laws.
If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from consumers, process electronic funds transfers or facilitate other types of online payments, and our business, financial condition and results of operations could be materially and adversely affected. 15 If we are unable to provide high-quality customer service, our business and results of operations may be materially and adversely affected.
If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from consumers, process electronic funds transfers or facilitate other types of online payments, and our business, financial condition and results of operations could be materially and adversely affected.
This short term indebtedness includes short term borrowings from banks, financial institutions, third parties and related parties. During the year ended December 31, 2023 and 2022, the Company entered into one loan agreement with a bank, pursuant to which the Company borrowed $48.44 million and $57.06 million, respectively, with maturity dates due through May 2024.
This short term indebtedness includes short term borrowings from banks, financial institutions, third parties and related parties. During the year ended December 31, 2024 and 2023 and 2022, the Company entered into one loan agreement with a bank, pursuant to which the Company borrowed $33.4 million, $48.4 million and $57.1 million, respectively, with maturity dates due through August 2025.
In addition, Pubco’s ability to pay dividends is limited by covenants of Pubco’s existing and outstanding indebtedness and may be limited by covenants of any future indebtedness the Pubco incurs.
In addition, our ability to pay dividends is limited by covenants of our existing and outstanding indebtedness and may be limited by covenants of any future indebtedness the Company incurs.
As a result, the trading price of Pubco’s Class B Ordinary Shares may fluctuate from time to time due to seasonality following the consummation of the Business Combination.
As a result, the trading price of our ordinary shares may fluctuate from time to time due to seasonality following the consummation of the Business Combination.
During the year ended December 31, 2023, the Company entered into one additional loan agreement with another bank, pursuant to which the Company borrowed $0.28 million with maturity dates due through March 2024. The borrowing bore interest rate of 4.0% per annum. As of the date of this report, the Company subsequently repaid the borrowings to the bank.
During the year ended December 31, 2023, the Company entered into one additional loan agreement with another bank, pursuant to which the Company borrowed $0.3 million with maturity dates due through March 2024. The borrowing bore interest rate of 4.0% per annum. The Company repaid the borrowing of $0.3 million on due date.
Net revenues related to our top three brand partners as ranked by net revenues comprised approximately 50%, 14% and 11% of our total net revenues, respectively, in 2023. We had 15 brand partners contributing all of our gross merchandise value (GMV) in 2023.
Net revenues related to our top three brand partners as ranked by net revenues comprised approximately 71%, 14% and 4% of our total net revenues, respectively, in 2024. We had 15 brand partners contributing all of our gross merchandise value (GMV) in 2024.
As a result, we may be required to expend valuable resources to comply with Bulletin 7 and Bulletin 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, or to pay tax pursuant to these circulars, which may have a material adverse effect on our financial condition and results of operations.
As a result, we may be required to expend valuable resources to comply with Bulletin 7 and Bulletin 37 or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not be taxed under these circulars, or to pay tax pursuant to these circulars, which may have a material adverse effect on our financial condition and results of operations. 36 The Holding Foreign Companies Accountable Act, or the HFCAA, and the related regulations continue to evolve.
However, pursuant to the Deposit Insurance Regulation, the insurance provided by the banks has a coverage limit of RMB500,000 (US$78,461).
However, pursuant to the Deposit Insurance Regulation, the insurance provided by the banks has a coverage limit of RMB500,000 (US$68,500).
Risks Related to Doing Business in the People’s Republic of China Changes in the political and economic policies of the PRC government may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.
Changes in the political and economic policies of the PRC government may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.
The Chinese government recently has published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could require us to seek permission from Chinese authorities to continue to operate our business, which may adversely affect our business, financial condition and results of operations.
Accordingly, our financial condition and results of operations are affected to a significant extent by economic, political and legal developments in the PRC. 25 The Chinese government recently has published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could require us to seek permission from Chinese authorities to continue to operate our business, which may adversely affect our business, financial condition and results of operations.
In the past, Shanghai Jingyue, one of our PRC Operating Entities, had certain non-compliance issues in connection with its advertising of certain cosmetics products in 2022, and SAMR’s local counterpart imposed a fine of RMB 32,400 (approximately USD 4,547) on August 10, 2022 and a fine of RMB 2,600 (approximately USD 373.91) on December 14, 2022.
In the past, Shanghai Jingyue, one of our PRC Operating Entities, had certain non-compliance issues in connection with its advertising of certain cosmetics products in 2024 and 2022, and SAMR’s local counterpart imposed a fine of RMB 500,000 (approximately USD 68,566) on November 21, 2024, a fine of RMB 32,400 (approximately USD 4,400) on August 10, 2022, and a fine of RMB 2,600 (approximately USD 360) on December 14, 2022.
During the years ended December 31, 2023 and 2022, the Company entered into certain loan agreements with certain financial institutions, pursuant to which the Company borrowed $9.52 million and $28.48 million, respectively, from these financial institutions with maturity dates due through December 31, 2023. The borrowings bore interest rates ranging between 6.0% and 7.5% per annum.
During the years ended December 31, 2023 and 2022, the Company entered into certain loan agreements with certain financial institutions, pursuant to which the Company borrowed $9.5 million and $28.5 million, respectively, from these financial institutions with maturity dates through March 2024. The borrowings bore interest rates of 7.5% per annum.
Operating as a public company will make it more difficult and more expensive for it to obtain director and officer liability insurance, and Pubco may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, Pubco will incur additional costs associated with its public company reporting requirements.
Operating as a public company will make it more difficult and more expensive for it to obtain director and officer liability insurance, and the Company may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage.
Any such actions by the Chinese government could significantly limit or completely hinder our ability to offer or continue to offer its securities to investors and cause the value of the securities being registered hereby to significantly decline or become worthless.
Any such action, once taken by the Chinese government, could significantly limit or completely hinder our ability to offer or continue to offer its securities to investors, and could cause the value of such securities to significantly decline or become worthless.
Further, any of these channels could decide to acquire capabilities that would allow them to compete with us. If we are unable to adapt to new e-commerce channels as they emerge, our capabilities may be less attractive to our partners.
Further, any of these channels could decide to acquire capabilities that would allow them to compete with us. If we are unable to adapt to new e-commerce channels as they emerge, our capabilities may be less attractive to our partners. Any of these developments could have a material adverse effect on our results of operations.
In addition, not only COVID-19, other similar epidemics may also disrupt supply chains and diminishing e-commerce fulfilment and logistics capabilities, as well as result in weaker consumer demand; all these consequences may have an adverse impact on our business, financial condition and results of operations.
In recent years, there have been outbreaks of health epidemics in various countries globally, including the outbreak of COVID-19.In addition, not only COVID-19, other similar epidemics may also disrupt supply chains and diminishing e-commerce fulfilment and logistics capabilities, as well as result in weaker consumer demand; all these consequences may have an adverse impact on our business, financial condition and results of operations.
For failure to comply with the Trial Measures Negative List or the Trial Measures Filing Obligations, or materially false or misleading statements in the filing and reporting required by the Trial Measures: (1) PRC domestic companies, and their controlling shareholders if the controlling shareholders induced the PRC domestic companies’ failure to comply, severally, may face warnings, injunctions to comply, and fines between RMB 1 million and 10 million (approximately $145,647 and $1,456,473); the Subject Individuals in these entities may severally, face warnings and fines between RMB 0.5 million and 5 million (approximately $72,824 and $728,237).
For failure to comply with the Trial Measures Negative List or the Trial Measures Filing Obligations, or materially false or misleading statements in the filing and reporting required by the Trial Measures: (1) PRC domestic companies, and their controlling shareholders if the controlling shareholders induced the PRC domestic companies’ failure to comply, severally, may face warnings, injunctions to comply, and fines between RMB 1 million and 10 million (approximately $137,000 and $1,370,000); the Subject Individuals in these entities may severally, face warnings and fines between RMB 0.5 million and 5 million (approximately $68,500 and $685,000).
Risks Related to Ownership of Pubco’s Securities Payment of dividends is subject to restrictions under PRC Laws. There is no assurance whether and when we will pay dividends. Under applicable PRC Laws, dividends may be paid only out of distributable profits. Distributable profits mean, as determined under PRC GAAP or U.S.
There is no assurance whether and when we will pay dividends. Under applicable PRC Laws, dividends may be paid only out of distributable profits. Distributable profits mean, as determined under PRC GAAP or U.S.
On the other hand, if we underestimate demand for our products, or if our brand partners under the distribution model fail to supply quality products in a timely manner or if there is any natural disaster or outbreak of pandemic or epidemic that disrupts supply chain, we may experience inventory shortages, which might result in missed sales, diminished brand loyalty and lost revenues, any of which could harm our business and reputation.
On the other hand, if we underestimate demand for our products, or if our brand partners under the distribution model fail to supply quality products in a timely manner or if there is any natural disaster or outbreak of pandemic or epidemic that disrupts supply chain, we may experience inventory shortages, which might result in missed sales, diminished brand loyalty and lost revenues, any of which could harm our business and reputation. 12 We rely on marketing and promotional arrangements we signed with online services, search engines, and other websites to drive traffic to the stores we operate and for our other customers.
Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties. 27 As such, our business segments may be subject to various government and regulatory interference in the provinces in which they operate.
Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.
Our ability to meet expenses, to remain in compliance with our covenants under our debt arrangements and to make future principal and interest payments in respect of our debt arrangements depends on, among other things, our operating performance, competitive developments and financial market conditions, all of which are significantly affected by financial, business, economic and other factors.
If we incur additional debt and other obligations, the risks associated with our leverage and the ability to service such debt would increase. 11 Our ability to meet expenses, to remain in compliance with our covenants under our debt arrangements and to make future principal and interest payments in respect of our debt arrangements depends on, among other things, our operating performance, competitive developments and financial market conditions, all of which are significantly affected by financial, business, economic and other factors.
Our inventory may also be damaged due to natural disasters or accidents, such as fire accidents. In addition, we may be required to lower sale prices in order to reduce inventory level, which may lead to lower margins. Any of the above may materially and adversely affect our results of operations and financial condition.
In addition, we may be required to lower sale prices in order to reduce inventory level, which may lead to lower margins. Any of the above may materially and adversely affect our results of operations and financial condition.
If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition and results of operations could be materially and adversely affected.
If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less than our actual loss, our business, financial condition and results of operations could be materially and adversely affected. 23 The financial soundness of financial institutions with which we place our cash and cash equivalents could affect our financial conditions, business and result of operations.
(2) Advisors in listing or offering securities that failed to dutifully advise the PRC domestic companies and their controlling shareholders in complying with the Trial Measures and caused such failures to comply can face warnings and fines between RMB 0.5 million and 5 million (approximately $72,824 and $728,237); the Subject Individuals in these advisor entities may, severally, face warnings and fines between RMB 0.2 million and 2 million (approximately $29,129 and $291,295).
(2) Advisors in listing or offering securities that failed to dutifully advise the PRC domestic companies and their controlling shareholders in complying with the Trial Measures and caused such failures to comply can face warnings and fines between RMB 0.5 million and 5 million (approximately $68,500 and $685,000); the Subject Individuals in these advisor entities may, severally, face warnings and fines between RMB 0.2 million and 2 million (approximately $27,400 and $274,000).
Conversely, if we decide to convert Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ordinary shares, or for other business purposes, appreciation of U.S. dollar against Renminbi would have a negative effect on the amounts of U.S. dollar available to us.
Conversely, if we decide to convert Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or ordinary shares, or for other business purposes, appreciation of U.S. dollar against Renminbi would have a negative effect on the amounts of U.S. dollar available to us. 39 Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations.
In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation.
In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Elevate to-Customer cross-border products to to-Business cross-border products China’s cross-border products broadly divide into two categories: to-C (to-Customer) and to-B (to-Business). To-C is the cross-border transaction mode where brand managers sell goods to customer first and then freight goods into China, while customers declare to customs office and pay tariffs.
Elevate to-Customer cross-border products to to-Business cross-border products China’s cross-border products broadly divide into two categories: to-C (to-Customer) and to-B (to-Business). To-C is the cross-border transaction mode where brand managers sell goods to customers first and then freight goods into China, while customers declare to customs office and pay tariffs.
All the e-stores are established and operated by request and permission from brand companies, and owned by Able View or its subsidiaries. Able View uses in these e-stores the brand names and image of the brand companies as their agent.
All the e-stores are established and operated by request and permission from brand companies, and owned by Able View or its subsidiaries. Able View uses brand names and image of the brand companies as their agent in these e-stores.
The Company expects to further and continue this process with more of its managed products and brands. 50 Further invest in data analytics and digital management systems With growing need and importance of data in brand management, the Company plans to further invest in its data research and analytics capability by utilizing more third-party tools, consulting firms and technology partners, and hiring more talents in the Company’s data analytics team, which Able View currently has 7.
The Company expects to further and continue this process with more of its managed products and brands. 50 Further invest in data analytics and digital management systems With growing need and importance of data in brand management, the Company plans to further invest in its data research and analytics capability by utilizing more third-party tools, consulting firms and technology partners, and hiring more talents in the Company’s data analytics team, which Able View currently has 7 employees.
Able View typically enters into annual service agreements with warehousing and logistics service providers and assumes risks of damage and loss not attributable to the service provider’s fault. 55 Customer Service Able View provides pre-sales and post-sales customer services while operating its flagship online e-stores. Consumers can reach the service staff through online messaging, phone call or emails.
Able View typically enters into annual service agreements with warehousing and logistics service providers and assumes risks of damage and loss not attributable to the service provider’s fault. Customer Service Able View provides pre-sales and post-sales customer services while operating its flagship online e-stores. Consumers can reach the service staff through online messaging, phone call or emails.
Supply Chain Management During its seven years of operation, Able View has established along the cross-border brand management value chain a robust logistics network and warehousing capacity to help ensure a smooth and reliable delivery experience. The Company engages third-party warehousing and logistic service providers to deliver goods from its designated warehouses.
Supply Chain Management During its years of operation, Able View has established along the cross-border brand management value chain a robust logistics network and warehousing capacity to help ensure a smooth and reliable delivery experience. The Company engages third-party warehousing and logistic service providers to deliver goods from its designated warehouses.
In addition, we generally experience a lower level of sales activity in the first quarter due to the Chinese New Year holiday, during which consumers generally spend less time shopping online and businesses in China are generally closed. In anticipation of increased sales activity during peak seasons, we increase our inventory levels and incur additional expenses.
In addition, we generally experience a lower level of sales activity in the first quarter due to the Chinese New Year holiday, during which consumers generally spend less time shopping online and businesses in China are generally closed. 56 In anticipation of increased sales activity during peak seasons, we increase our inventory levels and incur additional expenses.
The management team study and catch the latest trends of contents and emerging forms of digital campaigns, integrating the ideas into social marketing plans and keeping continuous communication in response to consumer feedback from various platforms. Content management: Able View creates and maintains digital contents used in online e-stores, marketing campaigns, advertising and social media.
The management team study and catch the latest trends of contents and emerging forms of digital campaigns, integrating the ideas into social marketing plans and keeping continuous communication in response to consumer feedback from various platforms. 55 Content management: Able View creates and maintains digital contents used in online e-stores, marketing campaigns, advertising and social media.
On July 5, 2023, the Company and HMAC furnished to its shareholders a proxy statement/prospectus relating to the Business Combination. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that the Company files with or furnishes electronically to the SEC. 46 B.
On July 5, 2023, the Company and HMAC furnished to its shareholders a proxy statement/prospectus relating to the Business Combination. The SEC also maintains a website at http://www.sec.gov that contains reports and other information that the Company files with or furnishes electronically to the SEC. B.
Brand Strategy and Marketing Capabilities Able View believes brand strategy is a key essential to create sales potential and sustained value to its brand partners. The Company takes a long-term and comprehensive approach to brand strategy. The brand strategy teams study the evolving dynamics of market and consumer needs through data-driven analysis.
Brand Strategy and Marketing Capabilities Able View believes brand strategy is essential to create sales potential and sustained value to its brand partners. The Company takes a long-term and comprehensive approach to brand strategy. The brand strategy teams study the evolving dynamics of market and consumer needs through data-driven analysis.
Able View’s omni-channel capabilities cover the entire range of 1) massive, horizontal, logistics-driven online marketplaces, such as Tmall.com, JD.com and NetEase Kaola (these are Chinese equivalents of Amazon and eBay); 2) specialized, vertical online marketplaces for the more purposeful consumers, such as Ali Health and Vipshop; 3) social, interactive E-commerce platforms such Douyin (the Chinese version of TikTok), Kuaishou (a main competitor of TikTok), Xiaohongshu (a Chinese equivalent of Instagram) and WeChat (through its Moments which is like Facebook status and its Mini-Program apps); and 4) a wide variety of online and offline independent sellers, such as Watsons.
Able View’s omni-channel capabilities cover the entire range of 1) massive, horizontal, logistics-driven online marketplaces, such as Tmall.com and JD.com (these are Chinese equivalents of Amazon and eBay); 2) specialized, vertical online marketplaces for the more purposeful consumers, such as Ali Health and Vipshop; 3) social, interactive E-commerce platforms such Douyin (the Chinese version of TikTok), Kuaishou (a main competitor of TikTok), Xiaohongshu (a Chinese equivalent of Instagram) and WeChat (through its Moments which is like Facebook status and its Mini-Program apps); and 4) a wide variety of online and offline independent sellers, such as Watsons.
In to-B cross-border mode, Able View will help brand owners gather and compile materials for compliance through diverse government offices. For certain product categories such as OTC products, such regulatory process can be complex and time-consuming.
In the to-B cross-border mode, Able View will help brand owners gather and compile materials for compliance through diverse government offices. For certain product categories such as OTC products, such regulatory process can be complex and time-consuming.
Omni-Channel Operation Able View’s omni-channel capabilities cover the entire range of 1) massive, horizontal, logistics-driven online marketplaces, such as Tmall.com, JD.com and NetEase Kaola; 2) specialized, vertical online marketplaces for the more purposeful consumers, such as Ali Health and Vipshop; 3) social, interactive E-commerce platforms such Douyin, Kuaishou, Xiaohongshu and WeChat (through its Moments which is like Facebook status and its Mini-Program apps); and 4) a wide variety of online and offline independent sellers, such as Watsons.
Omni-Channel Operation Able View’s omni-channel capabilities cover the entire range of (1) massive, horizontal, logistics-driven online marketplaces, such as Tmall.com and JD.com ; (2) specialized, vertical online marketplaces for the more purposeful consumers, such as Ali Health and Vipshop; (3) social, interactive E-commerce platforms such Douyin, Kuaishou, Xiaohongshu and WeChat (through its Moments which is like Facebook status and its Mini-Program apps); and (4) a wide variety of online and offline independent sellers, such as Watsons.
As a result of the Business Combination, HMAC and Target each became a wholly-owned subsidiary of the Company. See also a description of the material terms of the Business Combination as described in the Form F-4 in the section entitled, “ The Business Combination Proposal” .
As a result of the Business Combination, HMAC and Target each became a wholly-owned subsidiary of the Company. 46 See also a description of the material terms of the Business Combination as described in the Form F-4 in the section entitled, “ The Business Combination Proposal” .
Able View works closely with social e-commerce channel touchpoints and continues to devise, learn and adopt methods and tools to manage and operate in this emerging space. By December 31, 2023, the Company has engaged over 300 KOLs on social channels such as Douyin, Kuaishou, Xiaohongshu and WeChat (through its Moments which is like Facebook status and its Mini-Program apps).
Able View works closely with social e-commerce channel touchpoints and continues to devise, learn and adopt methods and tools to manage and operate in this emerging space. By December 31, 2024, the Company has engaged over 300 KOLs on social channels such as Douyin, Kuaishou, Xiaohongshu and WeChat (through its Moments which is like Facebook status and its Mini-Program apps).
The Company has elevated several products from brand companies CSS and Cure into to-B cross-border mode. For these products Able View has initiated compliance process with China National Medical Products Administration, or NMPA. Focus Categories and Brand Groups After seven years of operation, Able View has accumulated resources, industrial knowledge and domain know-how in the beauty and personal care segments.
The Company has elevated several products from brand company Cure into to-B cross-border mode. For these products Able View has initiated compliance process with China National Medical Products Administration, or NMPA. Focus Categories and Brand Groups After seven years of operation, Able View has accumulated resources, industrial knowledge and domain know-how in the beauty and personal care segments.
We are required under PRC law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time. 57 We typically enter into standard employment agreements and confidentiality agreements or clauses with our senior management and core personnel.
We are required under PRC law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses and certain allowances of our employees, up to a maximum amount specified by the local government from time to time. 58 We typically enter into standard employment agreements and confidentiality agreements or clauses with our senior management and core personnel.
Pursue strategic opportunities After seven years of operation in the cross-border brand management space, Able View has experience and knowledge to evaluate cross-border brands. The Company believes that direct ownership of specific brands or brand operating rights in China could provide valuable strategic growth opportunities. However, the Company had no such ownership As of December 31, 2023.
Pursue strategic opportunities After seven years of operation in the cross-border brand management space, Able View has experience and knowledge to evaluate cross-border brands. The Company believes that direct ownership of specific brands or brand operating rights in China could provide valuable strategic growth opportunities. However, the Company had no such ownership As of December 31, 2024.
The Company’s online traffic operations and digital marketing campaigns benefit multiple distribution channels at once, creating cross-channel synergies and economies of scope. 53 Online flagship e-stores: Able View operates 23 online flagship e-stores on mainstream horizontal marketplaces such as Tmall Pinduoduo and JD.com.
The Company’s online traffic operations and digital marketing campaigns benefit multiple distribution channels at once, creating cross-channel synergies and economies of scope. 53 Online flagship e-stores: Able View operates 16 online flagship e-stores on mainstream horizontal marketplaces such as Tmall, Pinduoduo and JD.com.
As of December 31, 2023, we own 11 registered trademarks and 25 trademarks applications, including those relating to our “Able View” brand names. We also own two registered trademarks in Hong Kong. As of the same date, we own ten domain names in mainland China and one domain name in Hong Kong.
As of December 31, 2024, we own 11 registered trademarks and 25 trademarks applications, including those relating to our “Able View” brand names. We also own two registered trademarks in Hong Kong. As of the same date, we own ten domain names in mainland China and one domain name in Hong Kong.
Based the Company’s statistics, by the end of 2023, Able View has reached out to customers over 450 sales channels, over 300 KOLs, and 49 offline retail networks, reaching over 750 million consumers in China.
Based the Company’s statistics, by the end of 2024, Able View has reached out to customers over 450 sales channels, over 300 KOLs, and 49 offline retail networks, reaching over 750 million consumers in China.
As of December 31, 2023, we leased an aggregate of approximately 2,111 square meters of office space and had an aggregate over 3,000 cubic meters of storage space that are provided and managed by third-party service partners.
As of December 31, 2024, we leased an aggregate of approximately 2,111 square meters of office space and had an aggregate over 3,000 cubic meters of storage space that are provided and managed by third-party service partners.
By December 31, 2023, three out of the Company’s total 15 managed brands are from multi-brand groups and the remainder are from single-brand groups. 52 Brand Strategy Able View believes it is critical to form a complete, well-planned, innovative and executable brand strategy to help a cross-border brand enter and compete in the China market successfully.
By December 31, 2024, three out of the Company’s total 15 managed brands are from multi-brand groups and the remainder are from single-brand groups. Brand Strategy Able View believes it is critical to form a complete, well-planned, innovative and executable brand strategy to help a cross-border brand enter and compete in the China market successfully.
Our vertical marketplace occupies 5%, 3% and 3% of our total revenues for the fiscal year ended December 31, 2021, 2022, and 2023, respectively. Social E-commerce channels: The emerging social, interactive e-commerce channels are attracting more user traffic and converting users into online shoppers, concurrent with the rise of internet usage in China.
Our vertical marketplace occupies 3%, 3% and 3% of our total revenues for the fiscal year ended December 31, 2022, 2023, and 2024, respectively. Social E-commerce channels: The emerging social, interactive e-commerce channels are attracting more user traffic and converting users into online shoppers, concurrent with the rise of internet usage in China.
In these e-stores, Able View controls store operation including merchandising, web content management, online event management, customer service and goods delivery, and sells goods directly to consumers. Our online flagship e-stores occupies 8%, 5% and 7% of our total revenues for the fiscal year ended December 31, 2021, 2022, and 2023, respectively.
In these e-stores, Able View controls store operation including merchandising, web content management, online event management, customer service and goods delivery, and sells goods directly to consumers. Our online flagship e-stores occupies 5%, 7% and 3% of our total revenues for the fiscal year ended December 31, 2022, 2023, and 2024, respectively.
Since such mainstream horizontal marketplaces attract the majority of online shopping traffic in China, Able View devotes much effort to the operation and management of these channels. In the twelve months ended December 31, 2021, 2022, and 2023, 59%, 51%, and 39% of the Company’s revenue comes from these mainstream horizontal marketplaces, respectively.
Since such mainstream horizontal marketplaces attract the majority of online shopping traffic in China, Able View devotes much effort to the operation and management of these channels. In the twelve months ended December 31, 2022, 2023, and 2024, 51%, 39%, and 36% of the Company’s revenue comes from these mainstream horizontal marketplaces, respectively.
Our offline channels occupy 3%, 1% and 2% of our total revenues for the fiscal year ended December 31, 2021, 2022, and 2023, respectively. 54 Various other distributors: To complete its omni-channel strategy covering all segments of the massive and diverse consumer base in China, Able View developed various specialized distributors targeting fragmented independent sales scenarios.
Our offline channels occupy 1%, 2% and 9% of our total revenues for the fiscal year ended December 31, 2022, 2023, and 2024, respectively. Various other distributors: To complete its omni-channel strategy covering all segments of the massive and diverse consumer base in China, Able View developed various specialized distributors targeting fragmented independent sales scenarios.
In the past three years alone, emerging new online and offline retail channels and DTC (direct-to-customer) channels are growing rapidly to address the fragmented consumer market especially in the medium and smaller cities in China.
In the past years, emerging online and offline retail channels and DTC (direct-to-customer) channels are growing rapidly to address the fragmented consumer market especially in the medium and smaller cities in China.
The Pubco does not have any VIE structure, nor does the Company plan to have any such structure in the future. 58 The following diagram illustrates the corporate structure of the Pubco as of the date of this Report. D.
The Company does not have any VIE structure, nor does the Company plan to have any such structure in the future. The following diagram illustrates the corporate structure of the Company as of the date of this Report. 59 D.
For the year ended December 31, 2023, three of Able View’s brand partners contributed over 10% of the Company’s revenue, with the top brand partner, Clarins, contributing 50%. 49 Knowledgeable and Experienced Management Team Led by its three founders, Able View’s management team possesses an average of over a decade of experience in e-commerce, retail, branding, media or finance.
For the year ended December 31, 2024, two of Able View’s brand partners contributed over 10% of the Company’s revenue, with the top brand partner, Clarins, contributing 71%. Knowledgeable and Experienced Management Team Led by its three founders, Able View’s management team possesses an average of over a decade of experience in e-commerce, retail, branding, media or finance.
When the brand is proven to be popular with consumers, the brand company can decide to adopt the to-B cross-border mode and bear the fixed costs of regulation and compliance, both to-B and to-C cross-border bear the inventory risk of bulk local storage.
When the brand is proven to be popular with consumers, the brand company can decide to adopt the to-B cross-border mode and bear the fixed costs of regulation and compliance as well as the inventory risk of bulk local storage.
Able View plans to continue expanding coverage of the above-described emerging market segments to capture the resulting growth opportunities, which would lead to improved revenue and income for both Able View and its brand partners. Able View is recruiting and training its professionals to build capabilities to capture these emerging channels and opportunities.
Able View plans to continue expanding coverage of those emerging market segments to capture growth opportunities, which would lead to improved revenue and income for both Able View and its brand partners. Able View is recruiting and training its professionals to build capabilities to capture these emerging channels and opportunities.
The Company sells products to three groups: (i) online marketplaces (ii) distributors (iii) directly to end consumers from e-commerce stores operated by Able View. For the years ended December 31, 2023 and 2022, net revenue from product sales came to $149.0 million and $145.3 million, respectively.
The Company sells products to three groups: (i) online marketplaces (ii) distributors (iii) directly to end consumers from e-commerce stores operated by Able View. For the years ended December 31, 2024, 2023 and 2022, net revenue from product sales came to $124.2 million, $144.5 million and $145.0 million, respectively.
Able View accomplishes this through the access to supply chain capabilities it has access to, experienced execution team, established and well-connected online and offline channels and industry experience specialized in the beauty and personal care segments.
Able View accomplishes this through its supply chain capabilities, experienced execution team, established and well-connected online and offline channels and industry experience specialized in the beauty and personal care segments.
Our various other distributors occupy 22%, 37% and 41% of our total revenues for the fiscal year ended December 31, 2021, 2022, and 2023, respectively.
Our various other distributors occupy 37%, 41% and 48% of our total revenues for the fiscal year ended December 31, 2022, 2023, and 2024, respectively.
Employees As of December 31, 2023, we had a total of 98 full-time employees. We had a total of 67, 103 and 112 full-time employees as of December 31, 2020, 2021 and 2022, respectively. All of our employees are based in China. The following table lists the breakdown of the number of employees in different departments.
Employees As of December 31, 2024, we had a total of 89 full-time employees. We had a total of 98, and 112 full-time employees as of December 31, 2023, and 2022, respectively. All of our employees are based in China. The following table lists the breakdown of the number of employees in different departments.
Number of Employees as of December 31, December 31, December 31, December 31, Department 2023 2022 2021 2020 Brand Operating 43 57 53 30 Supply Chain 9 8 8 3 IT Data Analysis 5 7 6 5 Business Development 24 18 18 14 Financial and administration Supporting 17 22 18 15 Total 98 112 103 67 As required by laws and regulations in China, we participate in various employee social security plans that are organized by municipal and provincial governments including, among other things, pension, medical insurance, unemployment insurance, maternity insurance, on-the-job injury insurance and housing fund plans through a PRC government-mandated benefit contribution plan.
Number of Employees as of December 31, December 31, December 31, Department 2024 2023 2022 Brand Operating 27 43 57 Supply Chain 8 9 8 IT Data Analysis 5 5 7 Business Development 28 24 18 Financial and administration Supporting 21 17 22 Total 89 98 112 As required by laws and regulations in China, we participate in various employee social security plans that are organized by municipal and provincial governments including, among other things, pension, medical insurance, unemployment insurance, maternity insurance, on-the-job injury insurance and housing fund plans through a PRC government-mandated benefit contribution plan.
In the twelve months ended December 31, 2023, 2022 and 2021, 81%, 73%, and 80% of Able View’s sales comes from to-C cross border products, respectively. The Company believes the operation and existing sales volume of some of the brands it manages have reached sufficient scale and stability for to-B cross-border mode.
For the years ended December 31, 2024, 2023 and 2022, 82%, 81%, and 73% of Able View’s sales comes from to-C cross border products, respectively. The Company believes the operation and existing sales volume of some of the brands it manages have reached sufficient scale and stability for to-B cross-border mode.
Able View is the trusted and comprehensive brand management partner of 11 category-leading global brands such as Clarins, Caudalie, and SATO. With its comprehensive and omni-channel capabilities, Able View helps the brand owners enter the China market while managing reasonable risks and costs.
Able View is the trusted and comprehensive brand management partner of leading global brands. With its comprehensive and omni-channel capabilities, Able View helps the brand owners enter the China market while managing reasonable risks and costs.
The following chart illustrates the overall business model of Able View: 51 The following flowchart illustrates Able View’s capabilities for its managed brand throughout the brand management value chain: To-Customer and To-Business Product Categories Able View enters into contractual arrangements with brand companies, some of which are exclusive arrangements, to sell their cross-border products in the China market.
Able View manages its inventory risks through strict brand and product screening and evaluation procedures, as well as standard inventory management techniques. 51 The following chart illustrates the overall business model of Able View: The following flowchart illustrates Able View’s capabilities for its managed brand throughout the brand management value chain: To-Customer and To-Business Product Categories Able View enters into contractual arrangements with brand companies, some of which are exclusive arrangements, to sell their cross-border products in the China market.
The Company currently utilizes online platforms provided by mainstream horizontal online marketplaces such as JD.com and Tmall, as well as back-end technology applications such as Jackyun provided by the Company’s business partners or third-party developers. These platforms and applications are designed to help improve operating efficiency and output.
The Company currently utilizes online platforms provided by mainstream horizontal online marketplaces such as JD.com and Tmall, as well as back-end technology applications such as Jackyun provided by the Company’s business partners or third-party developers.
The Company’s comprehensive brand management capabilities encompass all segments of the brand management value chain. To achieve the sales target and business goal, Able View designs its brand management strategies jointly with its brand partners, and implements these strategies through Able View’s own dedicated brand management teams.
To achieve the sales target and business goal, Able View designs its brand management strategies jointly with its brand partners, and implements these strategies through Able View’s own dedicated brand management teams.
As China’s consumer market is complex and ever evolving, innovation is essential to Able View’s culture and mission. Able View encourages all its teams to improve and innovate by trial and error.
These platforms and applications are designed to help improve operating efficiency and output. 48 As China’s consumer market is complex and ever evolving, innovation is essential to Able View’s culture and mission. Able View encourages all its teams to improve and innovate by trial and error.
Brand Development and Acquisition Managed Brands By December 31, 2023, Able View has engaged 15 brands as brand management partner in China, compared to a portfolio of 12 and 11 brands by the end of 2022 and 2021.
Brand Development and Acquisition Managed Brands By December 31, 2024, Able View has engaged 15 brands as brand management partner in China, compared to a portfolio of 15 and 12 brands by the end of 2023 and 2022. Clarins occupied approximately 71% of the Company’s total revenues in the year ended December 31, 2024.
Our purchase agreements with Cosmetic Skin Solutions LLC., which occupy approximately 14% of Company’s total revenues in each of the fiscal year ended December 31, 2023, and has a term of three years from 2021. The Company engages brand companies under agency contracts with a term of 12 months.
Cosmetic Skin Solutions LLC. occupied approximately 14% of Company’s total revenues in each of the years ended December 31, 2023 and 2022. The Company engages brand companies under agency contracts with a term of 12 months.
But once the process is completed, to-B cross-border products have better volume and revenue potential because they are more accepted by mainstream horizontal marketplaces and platforms due to their lower variable costs and provide a better and easier purchasing experience for end customers.
But once the process is completed, to-B cross-border products often achieve greater volume and revenue potential, as their lower variable costs are more appealing to mainstream horizontal marketplaces and platforms and the to-B model offers a better and easier purchasing experience for end customers.
The Company conducts reviews on managed brands regarding sales, profitability, growth forecast, finance compliance and other criteria. To optimize the resource and improve operation efficiency, Able View has terminated relationship with two brands through its entire operating history. During the selection and negotiation of brands, Able View considers long-term potential with relatively low inventory risk.
To optimize the resource and improve operation efficiency, Able View has terminated relationship with two brands through its entire operating history. During the selection and negotiation of brands, Able View considers long-term potential with relatively low inventory risk.
Able View regards the brand companies as Able View’s suppliers and purchases goods from these suppliers to sell to consumers either directly through online e-commerce stores or offline counters operated by Able View, or indirectly to distribution channels which include mainstream horizontal online marketplaces, vertical online marketplaces, social E-commerce platforms and a wide variety of online and offline distributors, dealers and agents.
Able View regards the brand companies as Able View’s suppliers and purchases goods from these suppliers to sell to consumers either directly through online e-commerce stores or offline counters operated by Able View, or indirectly to distribution channels which include mainstream horizontal online marketplaces, vertical online marketplaces, social E-commerce platforms and a wide variety of online and offline distributors, dealers and agents. 47 With the rapid growth of demand for beauty and personal care products in China, more global brands and brand managers are targeting China for strategic entry.
The functional products in China market outperform overall skincare market in terms of GMV growth, according to the iResearch Report. Able View believes it enjoys a first mover advantage in the quick growth of the functional products category. The Company intends to continue to build and deepen its domain experience in this segment to further this advantage.
The functional products in China market outperform overall skincare market in terms of GMV growth, according to the iResearch Report. Able View believes it enjoys a first mover advantage in the quick growth of the functional products category.
See Item 5-Operating and Financial Review and Prospects for a discussion of Target’s operating and financial review and prospects for the year ended December 31, 2023 The mailing address of the Company’s principal executive office is Floor 16, Dushi Headquarters Building, No. 168, Middle Xizang Road, Shanghai, 200001, People’s Republic of China, and its telephone number is +86 185 0177 0425.
The mailing address of the Company’s principal executive office is Floor 16, Dushi Headquarters Building, No. 168, Middle Xizang Road, Shanghai, 200001, People’s Republic of China, and its telephone number is +86 185 0177 0425.
Able View owns the inventory of products of its brand partners and assume inventory risks, as the Company generally cannot return unsold inventories to the brand companies. Able View manages its inventory risks through strict brand and product screening and evaluation procedures, as well as standard inventory management techniques.
Able View owns the inventory of products of its brand partners and assume inventory risks, as the Company generally cannot return unsold inventories to the brand companies.
To these KOLs and e-commerce channels the Company provides products as well as workshops and works with them to design and execute digital marketing campaigns, creative digital contents, online traffic operations and online sales events. Our social e-commerce channels occupy 3%, 3% and 8% of our total revenues for the fiscal year ended December 31, 2021, 2022, and 2023, respectively.
To these KOLs and e-commerce channels the Company provides products as well as workshops and works with them to design and execute digital marketing campaigns, creative digital contents, online traffic operations and online sales events.
Since Able View acts as brand partner of cross-border products, it mainly works with global brands with ambition to enter the China market. Such global brands could be classified into i) multi-brand groups which are global companies each managing multiple brands and ii) single-brand groups which are companies that each operates a single brand.
Such global brands could be classified into i) multi-brand groups which are global companies each managing multiple brands and ii) single-brand groups which are companies that each operates a single brand. Able View works with both global leading multi-brand groups such as Clarins and single-brand companies such as PAT.
As in most scenarios the Company engage the brand as the sole partner in the China market, Able View controls or has big influence of pricing and distribution policies, which can usually help the Company make flexible and time-efficient adjustments to ever evolving market conditions and consumer needs.
As in most scenarios the Company engage the brand as the sole partner in the China market, Able View controls or has big influence of pricing and distribution policies, which can usually help the Company make flexible and time-efficient adjustments to ever evolving market conditions and consumer needs. 57 Brand Management and Service Teams Able View typically assigns dedicated brand management teams to offer tailored operation and services led by experienced brand managers who are responsible for managing relationships with brand companies and complete business performance requirements.
Organizational Structure The Pubco is not an operating company but a Cayman Islands holding company with operations primarily conducted by its subsidiaries in China and Hong Kong.
Except as disclosed in this Report, we are currently not a party to any material legal or administrative proceedings. C. Organizational Structure The Company is not an operating company but a Cayman Islands holding company with operations primarily conducted by its subsidiaries in China and Hong Kong.
Based on the Company’s analysis and industry experience, Able View carefully selects competitive, trusted, reputable and reliable brands for further discussion and negotiation. 56 Able View also strengthens cooperation with existing brand companies, of which three have multiple brands, adding loyalty and extending the brand portfolio by penetrate into other brands owned by these companies leveraging a track record of success cases and long-term cooperation experience.
Able View also strengthens cooperation with existing brand companies, of which three have multiple brands, adding loyalty and extending the brand portfolio by penetrate into other brands owned by these companies leveraging a track record of success cases and long-term cooperation experience. The Company conducts reviews on managed brands regarding sales, profitability, growth forecast, finance compliance and other criteria.
In terms of marketing capabilities, the Company can plan, design and implement cross-platform marketing integrating digital online marketing, social media marketing, traditional media marketing, offline marketing and marketing through creative contents, all specifically adapted to the diverse and complex target consumer base of China’s vast market.
In terms of marketing capabilities, the Company can plan, design and implement cross-platform marketing integrating digital online marketing, social media marketing, traditional media marketing, offline marketing and marketing through creative contents, all specifically adapted to the diverse and complex target consumer base of China’s vast market. 49 Strong Relationships with Category-Leading Global Brand Owners Able View believes that the brand image and value of its brand partners and their products open up more channels and better contractual terms with Able View’s distributors and service providers.
For the last seven years, the Company experienced a steady growth of 55% compound annual growth rate (CAGR) of revenue and 45% CAGR of operating profit. 48 Able View’s Competitive Strengths Leading Position in China’s Cross-Border Brand Management in Beauty and Personal Care Able View is one of the largest comprehensive brand management partners of international beauty and personal care brands in China.
In the same time periods, the Company realized operating loss of $8.8 million and operating profit of $13.3 million and $10.1 million, respectively. Able View’s Competitive Strengths Leading Position in China’s Cross-Border Brand Management in Beauty and Personal Care Able View is one of the largest comprehensive brand management partners of international beauty and personal care brands in China.
Offline channels: To capture the still sizeable offline consumer segment in China, Able View cooperates with emerging offline beauty chain stores such as KKV and Harmay. Able View also sets up shopping mall counters for strategic brands who benefit from such exposure. In 2023, the Company expand five offline channels such as Walmart.
Able View also sets up shopping mall counters for strategic brands who benefit from such exposure. In 2023, the Company expand five offline channels such as Walmart. In 2023, Able View has engaged several famous offline channels selling the Company’s managed brand products.
Able View now serves as brand manager in China for well-known international brands such as Clarins, Caudalie, and SATO. The brand portfolio mainly covers the segments of skin care and personal care (products used in personal hygiene and personal grooming).
The brand portfolio mainly covers the segments of skin care and personal care (products used in personal hygiene and personal grooming).
Able View works with both global leading multi-brand groups such as Clarins and single-brand companies such as Caudalie and CSS. For the global multi-brand groups, Able View helps them manage the brands not yet officially introduced to the China market but where unauthorized trading of the brand products already exists.
For the global multi-brand groups, Able View helps them manage the brands not yet officially introduced to the China market but where unauthorized trading of the brand products already exists. The Company is experienced in reforming the market to reorganize channel structures, eliminate price discrepancies, establish marketing standards and organically improving sales volume.
In particular, Able View help its brand partners navigate the challenges imposed by COVID-19 and the resulting policy and regulations in China. Able View’s experience has allowed it to steadily expand its engagement in terms of number of brand partners, whom Able View regard as Able View’s suppliers.
Able View’s experience has allowed it to steadily expand its engagement in terms of number of brand partners, whom Able View regard as Able View’s suppliers. Able View now serves as brand manager in China for well-known international brands such as Clarins, PAT.
As a result, from the brand sourcing practice, the Company typically maintains a potential pitching list of over 200 brands.
As a result, from the brand sourcing practice, the Company typically maintains a potential pitching list of over 200 brands. Based on the Company’s analysis and industry experience, Able View carefully selects competitive, trusted, reputable and reliable brands for further discussion and negotiation.
After seven years of steady operation, as of December 31, 2022 Able View managed 38% (as the second largest brand manager) of the international functional beauty and personal care products in China in terms of GMV, according to the iResearch Report. 47 Able View is an experienced and insightful brand manager in China’s vast, complex and ever-changing consumer market for beauty and personal care products.
Able View is an experienced and insightful brand manager in China’s vast, complex and ever-changing consumer market for beauty and personal care products. The Company’s comprehensive brand management capabilities encompass all segments of the brand management value chain.
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The Company owns no material assets other than its interests in Target and HMAC acquired in the Business Combination and does not operate any business other than through Target, its wholly-owned subsidiary. Target is Cayman Islands exempted company.
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The Company intends to continue to build and deepen its domain experience in this segment to further this advantage. 52 Since Able View acts as brand partner of cross-border products, it mainly works with global brands with ambition to enter the China market.
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With the rapid growth of demand for beauty and personal care products in China, more global brands and brand managers are targeting China for strategic entry.
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Our social e-commerce channels occupy 3%, 8% and 1% of our total revenues for the fiscal year ended December 31, 2022, 2023, and 2024, respectively. 54 Offline channels: To capture the still sizeable offline consumer segment in China, Able View cooperates with emerging offline beauty chain stores such as KKV and Harmay.
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In the same time periods, the Company realized operating profit of $13.3 million and $10.1 million, respectively.
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The Company enjoyed a market share of 16.5% in beauty and personal care cross-border brand management and a market share of 38.1% in functional beauty and personal care brand management in 2022, as measured by gross merchandise value (GMV), according to the iResearch Report.
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Strong Relationships with Category-Leading Global Brand Owners Able View believes that the brand image and value of its brand partners and their products open up more channels and better contractual terms with Able View’s distributors and service providers.
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The Company is experienced in reforming the market to reorganize channel structures, eliminate price discrepancies, establish marketing standards and organically improving sales volume.
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In 2023, Able View has engaged several famous offline channels selling the Company’s managed brand products.
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Brand Management and Service Teams Able View typically assigns dedicated brand management teams to offer tailored operation and services led by experienced brand managers who are responsible for managing relationships with brand companies and complete business performance requirements.
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Except as disclosed in this Report, we are currently not a party to any material legal or administrative proceedings.
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Recent Developments On March 22, 2024, the Company entered into a Loan Agreement (the “Loan Agreement”) with High West Capital Partners, LLC (the “Lender”), pursuant to which the Lender agrees to lend to the Company (the “Loan”) amounts to be extended in four tranches.
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The amount of each tranche of the Loan is adjusted depending on the trading price of the Company’s Class B Ordinary Shares.
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The first tranche, extended on March 28, 2024, provides the Company with loan proceeds of approximately $0.63 million; the second tranche, extended on April 9, 2024, provides the Company with loan proceeds of approximately $1.01 million; the third and final tranche, extended on April 18, 2024, provides the Company with loan proceeds of approximately $1.24 million.
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Each tranche of the Loan has a maturity of five years from the date the tranche is extended and an interest of 5.05% per annum to be paid by the Company to the Lender in semi-annual installments. The Loan Agreement contains other customary provisions, and is governed by the laws of Hong Kong. C.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

79 edited+31 added−37 removed35 unchanged
For the Years Ended December 31, Changes 2023 2022 Amount % Revenues $ 148,999,819 $ 145,256,256 $ 3,743,563 3 % Cost of revenues (111,990,554 ) (112,718,709 ) 728,155 (1 )% 37,009,265 32,537,547 4,471,718 14 % Gross Margin 25 % 22 % Operating Expenses Selling and marketing expenses (17,144,161 ) (18,283,260 ) 1,139,099 (6 )% General and administrative expenses (6,544,083 ) (4,111,399 ) (2,432,684 ) 59 % Total operating expenses (23,688,244 ) (22,394,659 ) (1,293,585 ) 6 % Income from operations 13,321,021 10,142,888 3,178,133 31 % Other income (expenses) Interest expenses, net (842,246 ) (612,554 ) (229,692 ) 37 % Other income 55,442 351,347 (295,905 ) (84 )% Foreign currency exchange loss (843,319 ) (508,845 ) (334,474 ) 66 % Income before provision for income tax 11,690,898 9,372,836 2,318,062 25 % Income tax expenses (1,940,852 ) (1,469,225 ) (471,627 ) 32 % Net income $ 9,750,046 $ 7,903,611 $ 1,846,435 23 % Revenues We generate revenues from (i) sales of beauty and personal care products of international brands over multiple sales channels, and (ii) rendering operations services for online stores owned by cosmetics brands, which was a new revenue stream launched in the year of 2022.
For the Years Ended December 31, Changes 2023 2022 Amount % Revenues $ 148,999,819 $ 145,256,256 $ 3,743,563 3 % Cost of revenues (111,990,554 ) (112,718,709 ) 728,155 (1 )% 37,009,265 32,537,547 4,471,718 14 % Gross Margin 25 % 22 % Operating Expenses Selling and marketing expenses (17,144,161 ) (18,283,260 ) 1,139,099 (6 )% General and administrative expenses (6,544,083 ) (4,111,399 ) (2,432,684 ) 59 % Total operating expenses (23,688,244 ) (22,394,659 ) (1,293,585 ) 6 % Income from operations 13,321,021 10,142,888 3,178,133 31 % Other income (expenses) Interest expenses, net (842,246 ) (612,554 ) (229,692 ) 37 % Other income 55,442 351,347 (295,905 ) (84 )% Foreign currency exchange loss (843,319 ) (508,845 ) (334,474 ) 66 % Income before provision for income tax 11,690,898 9,372,836 2,318,062 25 % Income tax expenses (1,940,852 ) (1,469,225 ) (471,627 ) 32 % Net income $ 9,750,046 $ 7,903,611 $ 1,846,435 23 % 66 Revenues We generate revenues from (i) sales of beauty and personal care products of international brands over multiple sales channels, and (ii) rendering operations services for online stores owned by cosmetics brands, which was a new revenue stream launched in the year of 2022.
Each tranche of the Loan has a maturity of five years from the date the tranche is extended and an interest of 5.05% per annum to be paid by the Company to the Lender in semi-annual installments. The Loan Agreement contains other customary provisions, and is governed by the laws of Hong Kong.
Each tranche of the Loan has a maturity date of five years from the date the tranche is extended and an interest of 5.05% per annum to be paid by the Company to the Lender in semi-annual installments. The Loan Agreement contains other customary provisions, and is governed by the laws of Hong Kong.
Investing activities For the year ended December 31, 2023, we reported cash provided by investing activities of $0.3 million, which was primarily provided by collection of advances from related parties amounted to $4.2 million, and collection of loans of $0.7 million from a third party, partially offset by advances of $3.0 million to related parties, and loans of $1.2 million to third parties.
For the year ended December 31, 2023, we reported cash provided by investing activities of $0.3 million, which was primarily provided by collection of advances from related parties amounted to $4.2 million, and collection of loans of $0.7 million from a third party, partially offset by advances of $3.0 million to related parties, and loans of $1.2 million to third parties.
Trend Information Other than as disclosed above and elsewhere in this Report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our revenues, net income, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
Trend Information Other than as disclosed above and elsewhere in this Report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our revenues, net (loss) income, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.
Selling and marketing expenses Selling and marketing expenses primarily consist of (i) promotion and advertising expenses; (ii) payroll and welfare expenses, including salaries, social insurance and housing funds for our personnel in our sales department; (iii) freight and warehouse expenses; (iv) human resource service fee and IT service fees; and (v) other miscellaneous expenses.
Selling and marketing expenses Selling and marketing expenses primarily consist of (i) promotion and advertising expenses; (ii) freight and warehouse expenses; (iii) human resource service fees and IT service fees; (iv) payroll and welfare expenses, including salaries, social insurance and housing funds for our personnel in sales department; and (v) other miscellaneous expenses.
Our ability to retain and attract brand partners depends in large part on our ability to improve our existing capabilities and introduce new marketing and sales operation that can adapt quickly to the emerging channels, such as Douyin and Xiaohongshu, and these changes in channel technologies.
Our ability to retain and attract brand partners depends in large part on our ability to improve our existing capabilities, introduce new marketing and sales operation that can adapt quickly to the emerging channels, such as Douyin and Xiaohongshu, and adapt to the changes in channel technologies.
We have not been exposed to material risks due to changes in interest rates, and we have not used any derivative financial instruments to manage our interest risk exposure. 71 C. Research and Development, patent and licenses, etc. We have not engaged in any research and development activities since inception. D.
We have not been exposed to material risks due to changes in interest rates, and we have not used any derivative financial instruments to manage our interest risk exposure. C. Research and Development, patent and licenses, etc. We have not engaged in any research and development activities since inception. D.
Cost of revenues Our cost of revenue kept stable at $112.0 million and $112.7 million for the years ended December 31, 2023 and 2022, which was in line with our stable revenues from sales of beauty and personal care products.
Cost of revenues Our cost of revenues kept stable at $112.0 million and $112.7 million for the years ended December 31, 2023 and 2022, which was in line with our stable revenues from sales of beauty and personal care products.
On March 22, 2024, the Company entered into a Loan Agreement (the “Loan Agreement”) with High West Capital Partners, LLC (the “Lender”), pursuant to which the Lender agrees to lend to the Company (the “Loan”) amounts to be extended in four tranches.
On March 22, 2024, the Company entered into a Loan Agreement (the “Loan Agreement”) with High West Capital Partners, LLC (the “Lender”), pursuant to which the Lender agreed to lend to the Company (the “Loan”) amounts to be extended in four tranches.
Moreover, given the current disparity between the exercise price of the Pubco Warrants and the current trading price of the Class B Ordinary Shares, we are unlikely to receive significant proceeds from exercises of the Pubco Warrants in the near future.
Moreover, given the current disparity between the exercise price of the Pubco Warrants (defined below) and the current trading price of the Class B Ordinary Shares, we are unlikely to receive significant proceeds from exercises of the Pubco Warrants in the near future.
Therefore, we do not have substantial doubt on the collectability of the remaining accounts balances, and we do not provide allowance against accounts receivable as of December 31, 2023 and 2022.
Therefore, we do not have substantial doubt on the collectability of the remaining accounts balances, and we do not provide allowance against accounts receivable as of December 31, 2024 and 2023.
Any of these developments could have a material adverse effect on our results of operations. 60 Our ability to manage our inventory We assume inventory ownership of the products of some of our brand partners and thus are subject to inventory risk.
Any of these developments could have a material adverse effect on the results of our operations. Our ability to manage our inventory We assume inventory ownership over products from some brand partners and thus are subject to inventory risk.
SMEs are entitled to a reduced EIT rate of 20%, 75% reduction of taxable income for the first RMB3,000,000 taxable income, and no reduction for the remaining taxable income for the year ended December 31, 2023. 62 Results of Operations The following table sets forth a summary of our consolidated results of operations for the years ended December 31, 2023 and 2022.
SMEs are entitled to a reduced EIT rate of 20%, 75% reduction of taxable income for the first RMB3,000,000 taxable income, and no reduction for the remaining taxable income for the year ended December 31, 2024 and 2023. 64 Results of Operations For the years ended December 31, 2024 and 2023 The following table sets forth a summary of our consolidated results of operations for the years ended December 31, 2024 and 2023.
As a result of the Transactions, HMAC and Target each became a wholly-owned subsidiary of the Company. On December 18, 2023, HMAC ceased being a subsidiary of the Company. HMAC was a holding company.
As a result of the Transactions, HMAC and Target each became a wholly-owned subsidiary of the Company. 60 On December 18, 2023, HMAC, originally a holding company, ceased being a subsidiary of the Company.
We deploy different strategies to deal with non-seasonal and seasonal demands and make adjustments to our procurement plan in order to minimize the chance of excess unsold inventory and manage our product costs. Demand for products, however, can change significantly between the time inventory is ordered and the date by which we target to sell it.
We deploy different strategies to deal with non-seasonal and seasonal demands and make adjustments to our procurement plan in order to minimize the turnaround time of the inventory and manage our storage costs. Demand for products, however, can change significantly between the time inventory is ordered and the date by which we target to sell it.
The following table sets forth a summary of our consolidated results of operations for the years ended December 31, 2022 and 2021. This information should be read together with our consolidated financial statements and related notes included elsewhere in this Report.
For the years ended December 31, 2023 and 2022 The following table sets forth a summary of our consolidated results of operations for the years ended December 31, 2023 and 2022. This information should be read together with our consolidated financial statements and related notes included elsewhere herein.
In accordance with the implementation rules of EIT Law, SMEs are entitled to a reduced EIT rate of 20%, 87.5% reduction of taxable income for the first RMB1,000,000 taxable income and 75% reduction of taxable income between RMB 1,000,000 and RMB 3,000,000, and no reduction for the remaining taxable income for the period from January 1, 2022 through December 31, 2022.
In accordance with the implementation rules of EIT Law, SMEs are entitled to a reduced EIT rate of 20%, 87.5% reduction of taxable income for the first RMB1,000,000 taxable income and 75% reduction of taxable income between RMB 1,000,000 and RMB 3,000,000, and no reduction for the remaining taxable income for the year ended December 31, 2022.
Our ability to respond to rapid changes in channel technologies or requirements The e-commerce marketplaces that we operate in are characterized by rapid technological changes and frequent changes in rules, specifications and other requirements for our brand partners to be able to sell their merchandise on particular channels.
Our ability to respond to rapid changes in channel technologies or requirements The e-commerce marketplaces that we operate in are characterized by rapid technological changes and frequent changes in rules, specifications and other requirements for us to be able to sell our brand partner’s products on particular channels.
General and administrative expenses Our general and administrative expenses increased by $1.5 million, or 55% from $2.6 million for the year ended December 31, 2021 to $4.1 million for the year ended December 31, 2022.
General and administrative expenses Our general and administrative expenses increased by $2.4 million, or 59% from $4.1 million for the year ended December 31, 2022 to $6.5 million for the year ended December 31, 2023.
Shipping charges to receive products from the suppliers are included in inventories, and recognized as cost of revenues upon sale of the products to the customers. Our cost of revenues were $112.0 million, $112.7 million and $90.9 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Inbound shipping charges to receive products from the suppliers are included in inventories, and recognized as cost of revenues upon sale of the products to the customers. Our cost of revenues were $117.1 million, $112.0 million and $112.7 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The decrease was mainly due to 1) a decrease of $1.1 million in freight and warehouse expenses because we reduced expenditures in disinfectant for packages with the lifting of COVID restrictions; 2) a decrease of $0.9 million in payroll and welfare expenses because we assigned certain sales persons to take charge of operation services, and the related payroll and welfare expense were recorded in cost of revenues in the year of 2023, partially offset by an increase of $1.2 million in promotion and advertising expenses as we invested our efforts in online advertising activities to promote beauty and personal care brands and products. 63 General and administrative expenses Our general and administrative expenses increased by $2.4 million, or 59% from $4.1 million for the year ended December 31, 2022 to $6.5 million for the year ended December 31, 2023.
The decrease was mainly due to 1) a decrease of $1.1 million in freight and warehouse expenses because we reduced expenditures in disinfectant for packages with the lifting of COVID restrictions; 2) a decrease of $0.9 million in payroll and welfare expenses because we assigned certain sales persons to take charge of operation services, and the related payroll and welfare expense were recorded in cost of revenues in the year of 2023, partially offset by an increase of $1.2 million in promotion and advertising expenses as we invested our efforts in online advertising activities to promote beauty and personal care brands and products.
Interest Rate Risk Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank deposits and financial products purchased from financial institutions. Interest-earning instruments carry a degree of interest rate risk.
Interest Rate Risk Our exposure to interest rate risk primarily relates to the interest income generated by excess cash, which is mostly held in interest-bearing bank deposits. Interest-earning instruments carry a degree of interest rate risk.
Net income As a result of the foregoing, our net income decreased by $0.8 million, or 9%, from $8.7 million for the year ended December 31, 2021 to $7.9 million for the same period ended December 31, 2022. 65 Discussion of Certain Balance Sheet Items The following table sets forth selected information from our consolidated balance sheets as of December 31, 2023 and 2022.
Net income As a result of the foregoing, our net income increased by $1.9 million, or 23%, from $7.9 million for the year ended December 31, 2022 to $9.8 million for the same period ended December 31, 2023. 67 Discussion of Certain Balance Sheet Items The following table sets forth selected information from our consolidated balance sheets as of December 31, 2024 and 2023.
Longer turnover days for accounts receivable slightly affected our short-term liquidity. We generally granted our customers credit term ranging between 30 days and 90 days. We do not believe we have a material collection risk under our business model that will have a negative impact on collectability, and no significant written-off occurred historically.
Longer turnover days for accounts receivable slightly affect our short-term liquidity. We generally grant our customers credit term up to 90 days. We do not believe we have a material collection risk under our business model that will have a negative impact on collectability, and no significant written-off occurred historically.
Liquidity and Capital Resources To date, we have financed our operating and investing activities primarily through cash generated from operating activities, borrowings from financial institutions, third parties and related parties. As of December 31, 2023, our cash and cash equivalents were $13.3 million.
Liquidity and Capital Resources To date, we have financed our operating and investing activities primarily through cash generated from operating activities, borrowings from financial institutions, third parties and related parties and financing through issuance of convertible notes. As of December 31, 2024, our cash and cash equivalents were $15.3 million.
Financing activities For the year ended December 31, 2023, we reported cash used financing activities of $16.2 million, which was primarily used in repayment of short-term borrowings of $70.8 million, repayment of related party borrowings of $25.4 million, payment of offering costs of $3.1 million and repurchase of Class B ordinary shares of $0.4 million, partially offset by proceeds of $58.2 million from short-term borrowings, and proceeds of $25.4 million from borrowings from related parties.
Financing activities For the year ended December 31, 2024, we reported cash provided by financing activities of $4.0 million, which primarily consisted of proceeds of $38.0 million from short-term borrowings, proceeds of $12.1 million from borrowings from related parties, proceeds of $2.2 million from borrowings from a third party, and proceeds of $4.0 million from issuance of convertible notes, partially offset by repayment of short-term borrowings of $33.2 million, repayment of related party borrowings of $18.3 million, and repurchase of Class B ordinary shares of $0.9 million, For the year ended December 31, 2023, we reported cash used in financing activities of $16.2 million, which was primarily used in repayment of short-term borrowings of $70.8 million, repayment of related party borrowings of $25.4 million, payment of offering costs of $3.1 million and repurchase of Class B ordinary shares of $0.4 million, partially offset by proceeds of $58.2 million from short-term borrowings, and proceeds of $25.4 million from borrowings from related parties.
In the same time periods, the Company realized net income from operations of $13.3 million, $10.1 million and $11.1 million, respectively. 59 Recent Development On August 17, 2023, we consummated the transactions contemplated by that certain Business Combination Agreement, dated as of November 21, 2022 (the “Business Combination Agreement”) which was modified by that certain Waiver Agreement, dated as of June 12, 2023, by and among (i) the Company, (ii) HMAC, (iii) Able View Inc., a Cayman Islands exempted company (the “Target”, or “Ableview Cayman”), (iv) Able View Corporation Inc., a Cayman Islands exempted company and a wholly owned subsidiary of the Company (“Merger Sub”), and (v) each of the holders of the Target’s outstanding shares (collectively, the “Sellers”).
Recent Development On August 17, 2023, we consummated the transactions contemplated by a Business Combination Agreement, dated as of November 21, 2022 (the “Business Combination Agreement”) which was modified by that certain Waiver Agreement, dated as of June 12, 2023, by and among (i) the Company, (ii) HMAC, (iii) Able View Inc., a Cayman Islands exempted company (the “Target”, or “Ableview Cayman”), (iv) Able View Corporation Inc., a Cayman Islands exempted company and a wholly owned subsidiary of the Company (“Merger Sub”), and (v) each of the holders of the Target’s outstanding shares (collectively, the “Sellers”).
The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements. We believe the following accounting policies involve the most significant judgments and estimates used in the preparation of our financial statements.
The selection of critical accounting policies, the judgments and other uncertainties affecting application of those policies and the sensitivity of reported results to changes in conditions and assumptions are factors that should be considered when reviewing our financial statements.
In addition, we have four subsidiaries which are operating in mainland China with all of the transactions settled in RMB. We consider that our business in mainland China is not exposed to any significant foreign exchange risk as there are no significant financial assets or liabilities of these subsidiaries denominated in the currencies other than the functional currency.
We consider that our business in mainland China is not exposed to any significant foreign exchange risk as there are no significant financial assets or liabilities of these subsidiaries denominated in the currencies other than the functional currency.
For the years ended December 31, 2023, 2022 and 2021, our revenues were comprised of the following: For the Years Ended December 31, 2023 2022 2021 Sales of cosmetics and other beauty products $ 144,455,442 $ 145,007,303 $ 117,322,028 Provision of operation services 4,544,377 248,953 — Total revenue $ 148,999,819 $ 145,256,256 $ 117,322,028 Cost of revenues Our cost of revenues primarily consists of purchase price of products, inbound shipping charges and write-downs of inventories and labor costs which facilitates our operation services.
For the years ended December 31, 2024, 2023 and 2022, our revenues were comprised of the following: For the Years Ended December 31, 2024 2023 2022 Sales of cosmetics and other beauty products $ 124,173,280 $ 144,455,442 $ 145,007,303 Provision of operation services 4,759,367 4,544,377 248,953 Total revenue $ 128,932,647 $ 148,999,819 $ 145,256,256 Cost of revenues Our cost of revenues primarily consists of (i) purchase price of products, (ii) inbound shipping charges and write-downs of inventories and (iii) labor costs which facilitates our operation services.
Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior SAFE approval as long as certain routine procedural requirements are fulfilled.
We expect a material portion of revenues to continue to be in the form of Renminbi. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior SAFE approval as long as certain routine procedural requirements are fulfilled.
The applicable tax rate for the first HKD$2 million of assessable profits is 8.25% and assessable profits above HKD$2 million will be subject to the rate of 16.5% for corporations in Hong Kong, effective from the year of assessment 2018/2019. Singapore The Company is subject to corporate income tax for its business operation in Singapore.
The applicable tax rate for the first HKD$2 million of assessable profits is 8.25% and assessable profits above HKD$2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong, effective from the year of assessment 2018/2019. Before that, the applicable tax rate was 16.5% for corporations in Hong Kong.
The first tranche, extended on March 28, 2024, provides the Company with loan proceeds of approximately $0.63 million; the second tranche, extended on April 9, 2024, provides the Company with loan proceeds of approximately $1.01 million; the third and final tranche, extended on April 18, 2024, provides the Company with loan proceeds of approximately $1.24 million.
The first tranche, extended on March 28, 2024, provided the Company with loan proceeds of approximately $0.59 million; the second tranche, extended on April 9, 2024, provided the Company with loan proceeds of approximately $0.69 million; the third and final tranche, extended on April 18, 2024, provides the Company with loan proceeds of approximately $0.91 million.
Further, any of these channels could decide to acquire capabilities that would allow them to compete with us. If we are unable to adapt to new e-commerce channels as they emerge, our value may be less attractive to our partners.
Further, any of these channels could decide to apply licenses and permissions, or acquire other brands within the same industry of us that would allow them to compete with us. If we are unable to adapt to new e-commerce channels as they emerge, our value may be less attractive to our partners.
Our inventory turnover days were 60 days, 46 days and 32 days in the years ended December 31, 2023, 2022 and 2021, respectively. In addition, the turnover days for accounts receivable for the years ended December 31, 2023, 2022 and 2021 were 45 days, 40 days and 33 days, respectively.
Our inventory turnover days were 37 days, 60 days and 46 days in the years ended December 31, 2024, 2023 and 2022, respectively. In addition, the turnover days for accounts receivable for the years ended December 31, 2024, 2023 and 2022 were 42 days, 44 days and 40 days, respectively.
(b) During the year ended 2023 and 2022, we entered into one loan agreement with a bank, pursuant to which we borrowed $48,435,043 and $57,057,319, respectively, with maturity dates due through May 2024. The borrowing bore interest rates ranging between 3.5% and 7.0% per annum.
(b) During the year ended December 31, 2024 and 2023, we entered into one and one loan agreement with a bank, pursuant to which the Company borrowed $33.4 million and $48.4 million, respectively, with maturity dates due through August 2025. The borrowing bore interest rates ranging between 3.5% and 7.0% per annum.
(c) For the year ended December 31, 2023, we made loans of aggregating $1,219,129 to two third parties to support their working capital. The loans were interest-free and repayable on demand. During the year ended December 31, 2023, one of the third parties fully repaid loans of $720,247 to the Company.
(d) For the year ended December 31, 2023, we extended loans of aggregating $1.2 million to two third parties to support their working capital. The loans were interest-free and repayable on demand. During the year ended December 31, 2023, one of the third parties fully repaid loans of $0.7 million.
Hong Kong Under the Hong Kong tax laws, subsidiary in Hong Kong is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws.
Hong Kong Ableview Brands, Ableview Management, and Able View are incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws.
The total balance of cash and cash equivalents were $13.3 million and $5.8 million as of December 31, 2023 and 2022, respectively.
The total balance of cash and cash equivalents was $15.3 million and $13.3 million as of December 31, 2024 and 2023, respectively.
Our cash and cash equivalents primarily consist of cash and time deposits with terms of three months or less. For the years ended December 31, 2023, 2022 and 2021, we reported revenues of $149.0 million, $145.3 million and $117.3 million, respectively. Our results of operations are slightly affected due to the supply chain disruptions.
Our cash and cash equivalents primarily consist of cash and time deposits with terms of three months or less. For the years ended December 31, 2024, 2023 and 2022, we reported revenues of $128.9 million, $149.0 million and $145.3 million, respectively.
For the Years Ended December 31, 2023 2022 2021 Promotion and advertising expenses $ 9,909,017 $ 8,703,392 $ 5,355,338 Freight expenses and warehouses 3,520,377 4,595,689 3,369,428 Payroll and welfare expenses 1,333,249 2,239,233 2,039,771 Human resource service fees and IT service fees 2,103,403 2,358,420 1,345,107 Others 278,115 386,526 497,164 $ 17,144,161 $ 18,283,260 $ 12,606,810 61 General and administrative expenses General and administrative expenses primarily consist of (i) professional expenses representing legal consulting fees for our daily operations and audit fees; (ii) payroll and welfare expenses, including salaries, social insurance and housing funds for our personnel in our general and administrative department; (iii) office rental expenses; and (iv) other miscellaneous expenses.
For the Years Ended December 31, 2024 2023 2022 Promotion and advertising expenses $ 9,223,750 $ 9,909,017 $ 8,703,392 Freight expenses and warehouses 2,759,561 3,520,377 4,595,689 Human resource service fees and IT service fees 1,273,701 2,103,403 2,358,420 Payroll and welfare expenses 565,814 1,333,249 2,239,233 Others 324,753 278,115 386,526 $ 14,147,579 $ 17,144,161 $ 18,283,260 General and administrative expenses General and administrative expenses primarily consist of (i) professional expenses, mainly including legal consulting fees for our daily operations and audit fees; (ii) provision of expected credit losses against other receivables; (iii) payroll and welfare expenses, including salaries, social insurance and housing funds for our personnel in our general and administrative department; (iv) office rental expenses; and (v) other miscellaneous expenses.
We may not be able to accurately predict future trends in brand partners renewals, and our brand partners’ renewal rates may decline or fluctuate due to factors such as level of satisfaction with our capacities, as well as factors beyond our control, such as level of competition faced by our brand partners, their level of success in e-commerce and their spending levels.
We may not be able to accurately predict future trends in brand partners renewals, and our brand partners’ renewal rates may decline or fluctuate due to factors such as level of satisfaction with our capacities, as well as factors beyond our control, such as level of competition faced by our brand partners, their level of success in e-commerce and their spending levels. 61 Our ability to maintain our relationships with distribution channels We generate a substantial majority of our revenues from the product sales on e-commerce channels, including marketplaces, social media and other emerging e-commerce channels.
As of December 31, 2023, we had loans receivable due from one third party and expected to collect the outstanding balance within 12 months. (d) As of December 31, 2023, the Company had compensation receivable due from one supplier. The compensation receivable arose from quality issues of cosmetic products, and the supplier agreed to make cash compensation.
(e) As of December 31, 2023, we had compensation receivable due from one supplier. The compensation receivable arose from quality issues of cosmetic products, and the supplier agreed to make cash compensation.
Short-term loans As of December 31, 2023 and 2022, the balance of short-term borrowings primarily consisted of the following items: December 31, 2023 December 31, 2022 Short-term loans from financial institutions other than banks (a) $ 671,355 $ 9,231,133 Short-term loans from banks (b) 2,213,164 6,454,541 $ 2,884,519 $ 15,685,674 (a) During the years ended December 31, 2023, 2022 and 2021, we entered into certain loan agreements with certain financial institutions, pursuant to which we borrowed $9,523,224, $28,481,174 and $34,070,636, respectively, from these financial institutions with maturity dates due through December 31, 2023.
Short-term loans As of December 31, 2024 and 2023, the balance of short-term borrowings primarily consisted of the following items: December 31, 2024 December 31, 2023 Short-term loans from financial institutions other than banks $ - $ 671,355 Short-term loans from banks 7,972,764 2,213,164 $ 7,972,764 $ 2,884,519 (a) During the years ended December 31, 2023, we entered into certain loan agreements with certain financial institutions, pursuant to which we borrowed $9.5 million from these financial institutions with maturity dates through March 2024.
Recently issued accounting pronouncements A list of recently issued accounting pronouncements that are relevant to us is included in Note 2 of our consolidated financial statements included elsewhere herein.
For the year ended December 31, 2024, we identified no critical accounting estimates in the preparation of our consolidated financial statements. 74 Recently issued accounting pronouncements A list of recently issued accounting pronouncements that are relevant to us is included in Note 2 of our consolidated financial statements included elsewhere herein.
The incurrence of additional indebtedness would result in increased debt service obligations and operating and financing covenants that would restrict our operations. 69 We believe that our current cash and cash equivalents and our anticipated cash flows from operations will be sufficient to meet our anticipated working capital requirements and capital expenditures for the next 12 months.
We believe that our current cash and cash equivalents and our anticipated cash flows from operations will be sufficient to meet our anticipated working capital requirements and capital expenditures for the next 12 months.
The management believed the dissolution of HMAC does not represent a strategic shift, in both operating and financing aspects, because it is not changing the way Able View is running the business. The Company has not shifted the nature of its operations or the major geographic market area.
The management believed the dissolution of HMAC does not represent a strategic shift, in either operating or financing aspects, nor will it have a major effect on the Company’s operations and financial results, because it is not changing the way Able View is running the business.
A majority of our platform service agreements have been renewed on an annual basis. We endeavor to timely renew those platform service agreements before their expiration.
A majority of our platform service agreements have been renewed for the fiscal year ended December 31, 2025. We endeavor to timely renew those platform service agreements before their expiration.
Cash flows The following table sets forth a summary of our cash flows for the years ended December 31, 2023, 2022 and 2021 presented: For the Years Ended December 31, 2023 2022 2021 Net cash provided by (used in) by operating activities $ 23,573,330 $ (12,849,693 ) $ (1,897,990 ) Net cash provided by (used in) investing activities 253,662 (1,107,279 ) 53,119 Net cash (used in) provided by financing activities (16,216,022 ) 12,944,067 4,504,857 Effect of exchange rate changes on cash and cash equivalents (56,194 ) 66,305 (248,242 ) Cash and cash equivalents at beginning of year 5,773,380 6,719,980 4,308,236 Cash and cash equivalents at end of year $ 13,328,156 $ 5,773,380 $ 6,719,980 Operating activities Net cash provided by operating activities for the year ended December 31, 2023 was $23.6 million, primarily attributable to net income of $9.8 million, adjusted for (i) a decrease of $6.4 million in accounts receivable as we collected certain aged accounts receivables from customers which delayed in payments as affected by the COVID-19 pandemic at the end of year 2022, (ii) a decrease of $1.1 million in inventories because we improved delivery process of cosmetic products; (iii) an increase of $2.8 million in accounts payable because we purchased $2.5 million from one supplier in the last quarter which offered us a credit term of 90 days; and (iv) an increase of $2.6 million in income tax payable because we generated increased taxable income in our profit-making subsidiaries. 70 Net cash used in operating activities for the year ended December 31, 2022 was $12.8 million, primarily attributable to net income of $7.9 million, adjusted for (i) an increase of $10.9 million in accounts receivable as we granted longer credit term to two renowned online market places in the year ended December 31, 2022, and (ii) an increase of $8.9 million in inventories as a result of combined effects of (a) we cooperated with new brands and increased stocks of products these brands and (b) we delayed delivery of stocks to customers and distributors as affected by spread of COVID-19 in December 2022.
Cash flows The following table sets forth a summary of our cash flows for the years ended December 31, 2024, 2023 and 2022 presented: For the Years Ended December 31, 2024 2023 2022 Net cash (used in) provided by operating activities $ (2,244,544 ) $ 23,573,330 $ (12,849,693 ) Net cash (used in) provided by investing activities (52,744 ) 253,662 (1,107,279 ) Net cash provided by (used in) financing activities 4,041,584 (16,216,022 ) 12,944,067 Effect of exchange rate changes on cash and cash equivalents 258,819 (56,194 ) 66,305 Net increase (decrease) in cash and cash equivalents 2,003,115 7,554,776 (946,600 ) Cash and cash equivalents at beginning of year 13,328,156 5,773,380 6,719,980 Cash and cash equivalents at end of year $ 15,331,271 $ 13,328,156 $ 5,773,380 Operating activities Net cash used in operating activities for the year ended December 31, 2024 was $2.2 million, primarily attributable to net loss of $7.4 million, adjusted for non-cash item of inventory write-down of $4.9 million, and changes in operating assets and liabilities, including (i) an increase of $0.9 million in accounts receivable as certain of our customers fully utilized the credit terms at the end of year 2024, (ii) a decrease of $6.1 million in inventories because we reduced our stocks of cosmetic products; (iii) a decrease of $1.2 million in accounts payable because of a decrease in purchase; (iv) a decrease of $2.3 million in income tax payable because we paid income tax expenses incurred in the year of 2023 while we incurred decreased income tax expenses in the year of 2024 due to loss making is certain of our subsidiaries; (v) an increase of $0.9 million in prepayments and other current assets due to (A) an increase of $1.6 million in payment to a supplier partially offset by (B) a decrease of $0.4 million in prepayments to suppliers and a decrease of $0.4 million in prepaid advertising expenses; and (vi) a decrease of $0.6 million in other payable and accrued expenses. 72 Net cash provided by operating activities for the year ended December 31, 2023 was $23.6 million, primarily attributable to a net income of $9.8 million, adjusted for (i) a decrease of $6.4 million in accounts receivable as we collected certain aged accounts receivables from customers which delayed in payments as affected by the COVID-19 pandemic at the end of year 2022, (ii) a decrease of $1.1 million in inventories because we improved delivery process of cosmetic products; (iii) an increase of $2.8 million in accounts payable due to a $2.5 million purchase from one supplier in the last quarter, who offered us a credit term of 90 days; and (iv) an increase of $2.6 million in income tax payable because we generated increased taxable income in our profit-making subsidiaries.
The change of balance of cash and cash equivalents was primarily a result of cash of $23.6 million provided by our operating activities, and cash of $16.2 million used in our financing activities, partially net off against cash of $0.3 million provided by our investing activities. 66 Accounts receivable As of December 31, 2023 and 2022, the accounts receivable were $14.5 million and $21.1 million, respectively.
The change of balance of cash and cash equivalents was primarily a result of an increase of cash of $4.0 million from our financing activities, partially net off against a decrease of cash of $2.2 million from our operating activities and a decrease of cash of $52,744 from investing activities. 68 Accounts receivable As of December 31, 2024 and 2023, the accounts receivable were $15.2 million and $14.5 million, respectively.
The management believed the dissolution does not represent a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. The dissolution is not accounted as discontinued operations in accordance with ASC 205-20. On closing of business combination with HMAC, the Company credited equity for the fair value of the net assets of HMAC.
The Company has not shifted the nature of its operations or major geographic market area. The dissolution is not accounted as discontinued operations in accordance with ASC 205-20. On closing of business combination with HMAC, the Company credited equity for the fair value of the net assets of HMAC.
(b) As of December 31, 2023, the other payables represented borrowings which were interest free. The other payables were classified into current and non-current based on expected repayment dates. The Company reclassified other payables which were expected to be repaid before January 2025 as current liabilities, and the remaining other payables as non-current liabilities. B.
The Company recorded the dividends payable as non-current liabilities. (b) As of December 31, 2024, the other payables represented borrowings which were interest free. The other payables were classified into current and non-current based on expected repayment dates. As of December 31, 2024, the other payables represented borrowings were interest free and repayable in July 2026. 70 B.
For the Years Ended December 31, 2023 2022 2021 Professional expenses $ 2,627,802 $ 1,223,330 $ 609,591 Payroll and welfare expenses 1,610,543 1,544,091 1,243,865 Office rental expenses 827,288 430,963 336,383 Others 1,478,450 913,015 457,071 $ 6,544,083 $ 4,111,399 $ 2,646,910 Taxation Cayman Islands Under the current laws of the Cayman Islands, we are not subject to tax on income or capital gains.
For the Years Ended December 31, 2024 2023 2022 Professional expenses $ 2,092,402 $ 2,627,802 $ 1,223,330 Provision of expected credit losses against other receivable 2,076,661 - - Payroll and welfare expenses 626,674 1,610,543 1,544,091 Office rental expenses 697,000 827,288 430,963 Others 989,601 1,478,450 913,015 $ 6,482,338 $ 6,544,083 $ 4,111,399 63 Taxation Cayman Islands Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain.
On disposal of HMAC, the Company debited additional paid-in capital of $472,631 from disposal of HMAC, which represented the difference between the consideration of $nil and HMAC’s net liability as of the disposal date.
On disposal of HMAC, the Company debited additional paid-in capital of $472,631 from disposal of HMAC, which represented the difference between the consideration of $nil and HMAC’s net liability as of the disposal date. In September 2024, we entered into Convertible Note Purchase Agreements (the “Agreements”) with each of the three (3) non-U.S. investors (the “Purchasers”).
For the years ended December 31, 2023, 2022 and 2021, net revenue from product sales came to $149.0 million, $145.3 million and $117.3 million, respectively.
For the years ended December 31, 2024, 2023 and 2022, net revenue from product sales came to $124.2 million, $144.5 million and $145.0 million, respectively. For the years ended December 31, 2024, 2023 and 2022, revenue from provision of operation services came to $4.8 million, $4.5 million and $0.2 million, respectively.
To achieve market acceptance for our operations, we must effectively anticipate and offer operations that meet emerging channels and frequently changing channel requirements in a timely manner. If we fail to do so, our ability to renew our contracts with existing brand partners will be impaired.
To achieve market acceptance for our operations, we must effectively forecast and design operations that meet emerging channels and frequently changing channel requirements in a timely manner.
Prepayments and other current assets As of December 31, 2023 and 2022, the balance of prepayments and other current assets primarily consisted of the following items: December 31, 2023 December 31, 2022 Prepayments to suppliers (a) $ 1,021,007 $ 1,295,356 Prepaid marketing and advertising expenses (b) 959,479 1,525,715 Loans to a third party (c) 500,051 — Compensation receivable (d) 398,150 — Due from a supplier (e) 254,597 — Tax recoverable 54,794 290,590 Others 98,501 1,479 $ 3,286,579 $ 3,113,139 (a) The balances of prepayments to suppliers represented advances to brand companies for purchase of cosmetics and other beauty products.
Prepayments and other current assets As of December 31, 2024 and 2023, the balance of prepayments and other current assets primarily consisted of the following items: December 31, 2024 December 31, 2023 Prepayments and other current assets Due from suppliers (a) 1,654,688 254,597 Prepayments to suppliers (b) $ 640,326 $ 1,021,007 Prepaid marketing and advertising expenses (c) 543,964 959,479 Loans to a third party (d) 500,000 500,051 Compensation receivable (e) - 398,150 Tax recoverable 140,095 54,794 Others 246,195 98,501 $ 3,725,268 $ 3,286,579 Less: provision of expected credit loss against other receivables (1,654,688 ) - $ 2,070,580 $ 3,286,579 (a) As of December 31, 2023, the balance represented the outstanding advertising service fees due from one supplier.
The deferred tax benefits arose because we incurred net operating losses in certain of our subsidiaries which previously generated profits. Net income As a result of the foregoing, our net income increased by $1.9 million, or 23%, from $7.9 million for the year ended December 31, 2022 to $9.8 million for the same period ended December 31, 2023.
The deferred tax benefits arose because we incurred net operating losses in the year ended December 31, 2024 in certain of our subsidiaries which previously generated profits in the year ended December 31, 2023.
Quantitative and Qualitative Disclosures About Market Risk Foreign Exchange Risk Foreign currency risk is the risk of loss resulting from changes in foreign currency exchange rates. Fluctuations in exchange rates between the RMB and other currencies in which we conduct business may affect our financial position and results of operations.
Quantitative and Qualitative Disclosures About Market Risk Foreign Exchange Risk Foreign currency risk is the risk of loss resulting from changes in foreign currency exchange rates.
December 31, 2023 December 31, 2022 ASSETS Current Assets Cash and cash equivalents $ 13,328,156 $ 5,773,380 Accounts receivable 14,475,994 21,138,144 Prepayments and other current assets 3,286,579 3,113,139 Deferred offering costs — 374,633 Amount due from related parties 18,311 3,053,451 Inventories 17,426,085 18,678,648 Total Current Assets 48,535,125 52,131,395 Non-current Assets Other non-current assets 1,264,969 686,380 Property and equipment, net 676,646 374,005 Right of use assets, net 1,680,547 175,004 Deferred tax assets 2,749,408 1,254,547 Total Non-current Assets 6,371,570 2,489,936 Total Assets $ 54,906,695 $ 54,621,331 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Short-term loans $ 2,884,519 $ 15,685,674 Accounts payable 3,647,682 841,647 Advance from customers 239,073 219,431 Income tax payable 4,887,126 2,315,764 Lease liabilities 761,904 299,461 Other payable and accrued expenses 2,680,306 1,978,440 Amount due to related parties 552,343 9,380,129 Total Liabilities 15,652,953 30,720,546 Lease liabilities, noncurrent 1,003,943 19,394 Amount due to related parties, non-current 26,414,083 18,350,020 Deferred tax liabilities 420,137 — Total Liabilities $ 43,491,116 $ 49,089,960 Cash and cash equivalents Cash and cash equivalents consist of funds deposited with banks and financial institutions and cash on hand, which are highly liquid and are unrestricted as to withdrawal or use.
December 31, 2024 December 31, 2023 ASSETS Current Assets Cash and cash equivalents $ 15,331,271 $ 13,328,156 Accounts receivable 15,168,293 14,475,994 Accounts receivable – related party 1,088,558 — Prepayments and other current assets 2,070,580 3,286,579 Amount due from related parties — 18,311 Inventories 6,614,250 17,426,085 Total Current Assets 40,272,952 48,535,125 Non-current Assets Property and equipment, net 446,809 676,646 Right of use assets, net 1,116,224 1,680,547 Deferred tax assets 4,600,277 2,749,408 Other non-current assets 1,193,753 1,264,969 Total Non-current Assets 7,357,063 6,371,570 Total Assets $ 47,630,015 $ 54,906,695 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities Short-term loans $ 7,972,764 $ 2,884,519 Accounts payable 2,475,389 3,647,682 Advance from customers 205,629 239,073 Income tax payable 2,686,826 4,887,126 Lease liabilities, current 771,196 761,904 Other payable and accrued expenses 3,203,256 2,680,306 Amount due to related parties 101,658 552,343 Total Current Liabilities 17,416,718 15,652,953 Lease liabilities, noncurrent 214,485 1,003,943 Amount due to related parties, non-current 20,726,903 26,414,083 Deferred tax liabilities — 420,137 Long-term borrowings 2,180,694 — Total Non-current Liabilities 23,122,082 27,838,163 Total Liabilities $ 40,538,800 $ 43,491,116 Cash and cash equivalents Cash and cash equivalents consist of funds deposited with banks and financial institutions and cash on hand, which are highly liquid and are unrestricted as to withdrawal or use.
Our functional currency is U.S. dollar, and we had three subsidiaries which are operating in Hong Kong with functional currency of Hong Kong dollar. We are mainly exposed to foreign exchange risk arising from our cash and cash equivalents dominated in RMB.
We are mainly exposed to foreign exchange risk arising from our cash and cash equivalents dominated in RMB. In addition, we have four subsidiaries which are operating in mainland China with all of the transactions settled in RMB.
The sale of additional equity or equity-linked securities could result in additional dilution to our shareholders.
The sale of additional equity or equity-linked securities could result in additional dilution to our shareholders. The incurrence of additional indebtedness would result in increased debt service obligations and operating and financing covenants that would restrict our operations.
We recognize the revenues on a gross basis, net of return allowances and consideration payable to customers when the products are delivered and title is passed to customers, and (ii) provision of operation services for online stores owned by cosmetics brand names. This is a revenue stream launched in the year of 2022.
If we fail to do so, our ability to renew our contracts with existing brand partners and expand our business with new brand partners will be impaired. 62 Key Components of Results of Operations Revenues We generated revenue primarily from (i) sales of cosmetics and beauty products, of which we recognize the revenues on a gross basis, net of return allowances and consideration payable to customers when the products are delivered and title is passed to customers, and (ii) provision of operation services for online stores owned by cosmetics brand names.
The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that might restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.
The incurrence of indebtedness would result in increased fixed obligations and could result in operating covenants that might restrict our operations.
For the year ended December 31, 2021, we reported cash provided by investing activities of $0.1 million, which was primarily provided by collection of advances of $0.4 million from a related party, partially net off against purchases of $0.2 million of property and equipment and advances of $0.1 million to one related party.
Investing activities For the year ended December 31, 2024, we reported cash used in investing activities of $52,744, which was primarily used in purchases of property and equipment of $71,055, partially offset by collection of advances of $18,311 from related parties.
Any services that we provide to our brand partners in connection with the arrangements with our brand partners is factored into our overall budget when it resells the brand partners’ products to consumers in China. We sell products to three groups: (i) online marketplaces (ii) distributors (iii) directly to end consumers from e-commerce stores operated by us.
We generate revenue from the sales of the products of our brand partners. Any services that we provide to our brand partners in connection with the arrangements with our brand partners is factored into our overall budget and cost when we resell the brand partners’ products to consumers in China.
The balance of prepayments to suppliers as of December 31, 2023 kept stable as the balance as of December 31, 2022. We generally keep sufficient stocks at the year end and reduce purchase plans during the period. (b) The balances represented advances for purchase of online advertising services, which was generally amortized to selling and marketing expenses within three months.
The balance of prepayments to suppliers as of December 31, 2024 decreased by $0.4 million which was primarily in line with the decreased revenues. We lowered our stock level as of December 31, 2024. (c) The balances represented advances for purchase of online advertising services, which was generally amortized to selling and marketing expenses within three months.
Our ability to maintain our relationships with distribution channels We generate a substantial majority of our revenues from the product sales on e-commerce channels, including marketplaces, social media and other emerging e-commerce channels. These e-commerce channels have no obligation to do business with us or to allow us to have access to their channels in the long term.
We usually renews our platform service agreements on an annual basis, and these e-commerce channels have no obligation to do business with us or to allow us to have access to their channels in the long term.
For the year ended December 31, 2023 and 2022, we repaid borrowings of $52,972,513 and $50,628,257, respectively. The short-term loans were pledged by the accounts receivables due from customers. During the year ended 2023, we entered into one additional loan agreement with another bank, pursuant to which we borrowed $282,450 with maturity dates due through March 2024.
During the year ended December 31, 2023, we entered into one additional loan agreement with another bank, pursuant to which we borrowed $0.3 million with maturity dates due through March 2024. The borrowing bore interest rate of 4.0% per annum. We repaid the borrowing of $0.3 million on due date.
As of the date of this report, we subsequently repaid the borrowings to the bank. 68 Amount due to related parties, current and noncurrent As of December 31, 2023 and 2022, the balance of amount due to related parties primarily consisted of the following items: December 31, 2023 December 31, 2022 Amount due to related parties, current Dividends payable (a) $ — $ 9,304,898 Accounts payable — 75,231 Other payable (b) 552,343 — $ 552,343 $ 9,380,129 Amount due to related parties, noncurrent Dividends payable (a) $ 15,758,296 $ 6,530,067 Other payables (b) 10,655,787 11,819,953 $ 26,414,083 $ 18,350,020 (a) As of December 31, 2022, the dividends payable represented the declared but unpaid dividends to the shareholders.
Amount due to related parties, current and noncurrent As of December 31, 2024 and 2023, the balance of amount due to related parties primarily consisted of the following items: December 31, 2024 December 31, 2023 Amount due to related parties, current Accounts payable $ 101,658 $ — Other payable (a) — 552,343 $ 101,658 $ 552,343 Amount due to related parties, noncurrent Dividends payable (a) $ 15,788,003 $ 15,758,296 Other payables (b) 4,938,900 10,655,787 $ 20,726,903 $ 26,414,083 (a) As of December 31, 2024, the dividend payable due to shareholders were extended to July 2026.
Tax on corporate income is imposed at a flat rate of 17%. China Effective from January 1, 2008, the PRC’s statutory, EIT rate is 25% in accordance with the implementation rules of EIT Law. Beijing Jingyuan, Shanghai Jinglu, Shanghai Jingnan, Zhejiang Jingxiu and CSS Shanghai are qualified as small and micro-sized enterprises (“SMEs”) in the year ended December 31, 2023.
PRC Weitong, Beijing Jingyuan, Shanghai Jingyue, Shanghai Jinglu, Shanghai Jingnan, Zhejiang Jingxiu and CSS Shanghai are subject to PRC Corporate Income Tax (“CIT”) on the taxable income in accordance with the relevant PRC income tax laws. Effective from January 1, 2008, the PRC’s statutory, Enterprise Income Tax (“EIT”) rate is 25%.
Compared with the balance as of December 31, 2022, the prepaid marketing and advertising expenses as of December 31, 2023 decreased by $0.6 million. The decrease was primarily because the more amortization of advertising expenses was made at the end of 2023 as compared with that of 2022.
Compared with the balance as of December 31, 2023, the prepaid marketing and advertising expenses as of December 31, 2024 decreased by $0.4 million. The decrease was primarily in line with our reduced selling and marketing expenses, primarily due to fewer promotional events and campaigns amid an economic downturn.
For the years ended December 31, 2023, 2022 and 2021, 22%, 27% and 20% of our revenues have been in the form of Renminbi. We expect a material portion of revenues are likely to continue to be in the form of Renminbi.
We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all. 71 For the years ended December 31, 2024, 2023 and 2022, 19%, 22% and 27% of our revenues have been in the form of Renminbi.
Additionally, upon payments of dividends by us or our subsidiaries in the Cayman Islands to their shareholders, no withholding tax will be imposed.
Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed. Singapore The Company is subject to corporate income tax for its business operation in Singapore. Tax on corporate income is imposed at a flat rate of 17%.
Our revenues increased by $27.9 million, or 24% to $145.3 million for the year ended December 31, 2022 from $117.3 million for the year ended December 31, 2021. The increase was primarily driven by our continuous investments in the expansion of our brand partners in beauty and personal care industry and development of distribution channels.
Cost of revenues Our cost of revenues increased by $5.1 million from $112.0 million for the year ended December 31, 2023 to $117.1 million for the year ended December 31, 2024. The increase was primarily due to inventory write-down of $4.9 million against certain beauty and personal care products due to slowing moving.
Net cash used in operating activities for the year ended December 31, 2021 was $1.9 million, primarily attributable to net income of $8.7 million, adjusted for (i) an increase of $6.4 million in prepayments and other current assets driven by the increase of in prepayments to suppliers for cosmetics and beauty products, and (ii) an increase of $4.0 million in inventories with increase of purchases of products.
Net cash used in operating activities for the year ended December 31, 2022 was $12.8 million, primarily attributable to a net income of $7.9 million, adjusted for (i) an increase of $10.9 million in accounts receivable as we granted longer credit term to two renowned online market places in the year ended December 31, 2022, and (ii) an increase of $8.9 million in inventories as a result of combined effects of (a) we cooperated with new brands and increased stocks of products these brands and (b) we delayed delivery of stocks to customers and distributors as affected by spread of COVID-19 in December 2022.
This is mainly attributable to stable taxable income in our profit-generating subsidiaries for the years ended December 31, 2022 and 2021. For the years ended December 31, 2022 and 2021, we recorded deferred tax benefits of $0.6 million and $0.7 million.
The change in current income tax expenses was primarily attributable to net operating losses incurred in the year of 2024 by certain of our subsidiaries, which generated taxable income for the year ended December 31, 2023. For the year ended December 31, 2024 and 2023, we recorded deferred tax benefits of $2.3 million and $1.1 million, respectively.
Income Tax Expenses Our income tax expenses increased from $1.4 million for the year ended December 31, 2021 to $1.5 million for the year ended December 31, 2022. For the years ended December 31, 2022 and 2021, we had stable current income tax expenses for both periods.
Income tax benefits (expenses) We recorded income tax benefits of $2.2 million and income tax expenses of $1.9 million for the years ended December 31, 2024 and 2023, respectively. For the year ended December 31, 2024, we recorded current income tax expenses of $0.2 million, as compared with $3.1 million for the same period of 2023.
Cost of revenues Our cost of revenue increased by $21.8 million, or 24% from $90.9 million for the year ended December 31, 2021 to $112.7 million for the year ended December 31, 2022. The increase of cost of revenues was in line with the increase of revenues.
Our revenues decreased by $20.1 million, or 13% from $149.0 million for the year ended December 31, 2023 to $128.9 million for the year ended December 31, 2024.
Removed
We do not generate revenue directly through our brand management services and the service cost is regarded as cost of sales undertaken by us. Instead, we generate revenue from the sales of the products of our brand partners.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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The number of employees for each area of operations, and such employees as a percentage of our total workforce, are as follows: As of December 31, 2023 Employees Percentage Brand Operating 43 41.88 % Supply Chain 9 9.18 % IT Data Analysis 5 5.10 % Business Development 24 24.49 % Financial and Administration Supporting 17 17.35 % Total 98 100 % 75 As of December 31, 2022, we had 112 employees combined in our operations, consisting of 112 full-time and 0 part-time employees.
The number of employees for each area of operations, and such employees as a percentage of our total workforce, are as follows: As of December 31, 2023 Employees Percentage Brand Operating 43 41.88 % Supply Chain 9 9.18 % IT Data Analysis 5 5.10 % Business Development 24 24.49 % Financial and Administration Supporting 17 17.35 % Total 98 100 % As of December 31, 2022, we had 112 employees combined in our operations, consisting of 112 full-time and 0 part-time employees.
Any contents that are not advertising materials, promotions of a product or service, patently offensive materials or matters deemed, using reasonable judgment, inappropriate for the board of directors will be forwarded promptly to the chairman of the board of directors, the appropriate committee or the specific director, as applicable. D.
Any contents that are not advertising materials, promotions of a product or service, patently offensive materials or matters deemed, using reasonable judgment, inappropriate for the board of directors will be forwarded promptly to the chairman of the board of directors, the appropriate committee or the specific director, as applicable. 79 D.
The Board appreciates the evolving nature of its business and industry and is actively involved with monitoring new threats and risks as they emerge. In particular, the Board is responsible for closely monitoring any epidemic, its potential effects on the Company’s business, and risk mitigation strategies.
The Board appreciates the evolving nature of its business and industry and is actively involved with monitoring new threats and risks as they emerge. In particular, the Board is responsible for closely monitoring any epidemic, conflicts and its potential effects on the Company’s business, and risk mitigation strategies.
Zhifan Zhou, Mr. Yilun Wu, and Mr. Yimin Zhou, with Mr. Zhifan Zhou serving as chairperson. The compensation committee is responsible for reviewing and making recommendations to the Pubco Board regarding its compensation policies for its officers and all forms of compensation.
Zhifan Zhou, Mr. Yilun Wu, and Mr. Yimin Zhou, with Mr. Zhifan Zhou serving as chairperson. The compensation committee is responsible for reviewing and making recommendations to the Board regarding its compensation policies for its officers and all forms of compensation.
The number of employees for each area of operations, and such employees as a percentage of our total workforce, are as follows: As of December 31, 2022 Employees Percentage Brand Operating 57 50.90 % Supply Chain 8 7.14 % IT Data Analysis 7 6.25 % Business Development 18 16.07 % Financial and Administration Supporting 22 19.64 % Total 112 100 % The Company’s employees have no material activities related to labor unions.
The number of employees for each area of operations, and such employees as a percentage of our total workforce, are as follows: As of December 31, 2022 Employees Percentage Brand Operating 57 50.90 % Supply Chain 8 7.14 % IT Data Analysis 7 6.25 % Business Development 18 16.07 % Financial and Administration Supporting 22 19.64 % Total 112 100 % The Company’s employees have no material activities related to labor unions. 80 E.
Confidential information includes but not limited to (i) any matter formulated in writing or orally or marked as confidential or financial information, and any matter that either party shall identify as confidential information according to the circumstances of disclosure; (ii) either party’s product plan, sales plan, incentive policy, customer information, financial information, trading information, operation system, etc., and non-patented technology, design, procedure, technical information, production method, information source, marketing, product strategy and business plan; (iii) any liaison between the parties and concerning the agreement; (iv) any duplicate, summary, briefing or any other form of aforesaid information; and (v) any information which may have already been disclosed before the agreement is signed and delivered. 74 Committees of the Board of directors Audit Committee Pubco’s audit committee consists of Mr.
Confidential information includes but not limited to (i) any matter formulated in writing or orally or marked as confidential or financial information, and any matter that either party shall identify as confidential information according to the circumstances of disclosure; (ii) either party’s product plan, sales plan, incentive policy, customer information, financial information, trading information, operation system, etc., and non-patented technology, design, procedure, technical information, production method, information source, marketing, product strategy and business plan; (iii) any liaison between the parties and concerning the agreement; (iv) any duplicate, summary, briefing or any other form of aforesaid information; and (v) any information which may have already been disclosed before the agreement is signed and delivered. 78 Committees of the Board of directors Audit Committee Our audit committee consists of Mr.
Pubco is developing an executive compensation program that is consistent with existing compensation policies and philosophies of Nasdaq-listed peer companies, which are designed to align the interest of executive officers with those of its stakeholders, while enabling Pubco to attract, motivate and retain individuals who contribute to the long-term success of Pubco. C.
The Company is developing an executive compensation program that is consistent with existing compensation policies and philosophies of Nasdaq-listed peer companies, which are designed to align the interest of executive officers with those of its stakeholders, while enabling the Company to attract, motivate and retain individuals who contribute to the long-term success of the Company. C.
For example, Pubco is not required to have a majority of the board consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. Pubco may elect to follow its home country’s corporate governance practices as long as its remains a foreign private issuer.
For example, the Company is not required to have a majority of the board consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. the Company may elect to follow its home country’s corporate governance practices as long as its remains a foreign private issuer.
As a foreign private issuer, Pubco is also subject to reduced disclosure requirements and are exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and short-swing profit rules.
As a foreign private issuer, the Company is also subject to reduced disclosure requirements and are exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and short-swing profit rules.
Yimin Zhou, Mr. Yilun Wu, and Mr. Zhifan Zhou, with Mr. Yimin Zhou with serving as chairperson. The nomination committee is responsible for the assessment of the performance of the board, considering and making recommendations to the board with respect to the nominations or elections of directors and other governance issues. Compensation Committee Pubco’s compensation committee consists of Mr.
Yimin Zhou, Mr. Yilun Wu, and Mr. Zhifan Zhou, with Mr. Yimin Zhou with serving as chairperson. The nomination committee is responsible for the assessment of the performance of the board, considering and making recommendations to the board with respect to the nominations or elections of directors and other governance issues. Compensation Committee Our compensation committee consists of Mr.
The board of directors of Pubco has consulted, and will consult, with its counsel to ensure that the board of director’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. Mr. Yilun Wu, Mr. Yimin Zhou, and Mr.
The board of directors of the Company has consulted, and will consult, with its counsel to ensure that the board of director’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors. Mr. Yilun Wu, Mr. Yimin Zhou, and Mr.
The Board focuses on Pubco’s general risk management strategy, the most significant risks facing the Company, and oversight of the implementation of risk mitigation strategies by the management of the Company. Pubco’s audit committee is responsible for discussing the Company’s policies with respect to risk assessment and risk management.
The Board focuses on our general risk management strategy, the most significant risks facing the Company, and oversight of the implementation of risk mitigation strategies by the management of the Company. our audit committee is responsible for discussing the Company’s policies with respect to risk assessment and risk management.
Yilun Wu, Mr. Yimin Zhou, and Mr. Zhifan Zhou, with Mr. Yilun Wu serving as chairperson. Pubco’s Board has determined that all such directors meet the independence requirements under the Nasdaq Listing Rules and under Rule 10A-3 of the Exchange Act.
Yilun Wu, Mr. Yimin Zhou, and Mr. Zhifan Zhou, with Mr. Yilun Wu serving as chairperson. our Board has determined that all such directors meet the independence requirements under the Nasdaq Listing Rules and under Rule 10A-3 of the Exchange Act.
Under the rules of Nasdaq, a “controlled company” may elect not to comply with certain corporate governance requirements. As a result, Pubco’s shareholders may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.
Under the rules of Nasdaq, a “controlled company” may elect not to comply with certain corporate governance requirements. As a result, our shareholders may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.
Shareholders communicating through this means should include with the correspondence evidence, such as documentation from a brokerage firm, that the sender is a current record or beneficial shareholder of Pubco.
Shareholders communicating through this means should include with the correspondence evidence, such as documentation from a brokerage firm, that the sender is a current record or beneficial shareholder of the Company.
Board Practices Foreign Private Issuer and Controlled Company Pubco is a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, Pubco is permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of the corporate governance standards of Nasdaq applicable to U.S. domestic companies.
Board Practices Foreign Private Issuer and Controlled Company We are a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, the Company is permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of the corporate governance standards of Nasdaq applicable to U.S. domestic companies.
Nonetheless, Pubco intends to align itself with the practices adopted by Nasdaq-listed U.S. domestic companies to the best of its ability to provide its shareholders with enhanced transparency and protection.
Nonetheless, the Company intends to align itself with the practices adopted by Nasdaq-listed U.S. domestic companies to the best of its ability to provide its shareholders with enhanced transparency and protection.
Zhifan Zhou are “independent directors” as defined in the rules of Nasdaq and applicable SEC rules. Risk Oversight The Board of Directors is responsible for overseeing Pubco’s risk management process.
Zhifan Zhou are “independent directors” as defined in the rules of Nasdaq and applicable SEC rules. Risk Oversight The Board of Directors is responsible for overseeing our risk management process.
As a result, Pubco’ shareholders may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to Nasdaq corporate governance requirements.
As a result, our shareholders may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to Nasdaq corporate governance requirements.
Nonetheless, Pubco intends to align itself with the practices adopted by Nasdaq-listed non-controlled companies to the best of its ability to provide its shareholders with enhanced transparency and protection. 73 Independence of Directors Pubco adheres to the rules of Nasdaq, as applicable to foreign private issuers and controlled companies, in determining whether a director is independent.
Nonetheless, the Company intends to align itself with the practices adopted by Nasdaq-listed non-controlled companies to the best of its ability to provide its shareholders with enhanced transparency and protection. 77 Independence of Directors The Company adheres to the rules of Nasdaq, as applicable to foreign private issuers and controlled companies, in determining whether a director is independent.
Each member of the audit committee is financially literate, in accordance with Nasdaq audit committee requirements, and possesses prior experience sitting in auditing committees of publicly-listed companies. In arriving at this determination, the Pubco Board examined each audit committee member’s scope of experience and the nature of their prior and/or current employment. Nomination Committee Pubco’s nomination committee consist of Mr.
Each member of the audit committee is financially literate, in accordance with Nasdaq audit committee requirements, and possesses prior experience sitting in auditing committees of publicly-listed companies. In arriving at this determination, the Company Board examined each audit committee member’s scope of experience and the nature of their prior and/or current employment. Nomination Committee Our nomination committee consist of Mr.
This includes Pubco’ principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions.
This includes our principal executive officer, principal financial officer, and principal accounting officer or controller, or persons performing similar functions.
While the Company has not yet experienced significant impact on the situation in Ukraine caused by the Russian invasion, the Board also closely monitors the risks in relation to such development, including but not limited to risks related to cybersecurity, sanctions, supply chain, suppliers and service providers.
While the Company has not yet experienced significant impact on the situation in Ukraine caused by the Russian invasion, or the trade war between the United States and China, the Board also closely monitors the risks in relation to such development, including but not limited to risks related to cybersecurity, sanctions, supply chain, suppliers and service providers.
Employees As of December 31, 2023, we had 98 employees combined in our operations, consisting of 98 full-time and 0 part-time employees.
Employees As of December 31, 2024, we had 89 employees combined in our operations, consisting of 89 full-time and 0 part-time employees.
The compensation committee administers Pubco’s equity-based and incentive compensation plans and make recommendations to the Pubco Board about amendments to such plans and the adoption of any new employee incentive compensation plans. Code of Ethics Pubco will adopt a Code of Ethics that applies to all of its employees, officers, and directors.
The compensation committee administers our equity-based and incentive compensation plans and make recommendations to the Company Board about amendments to such plans and the adoption of any new employee incentive compensation plans. Code of Ethics The Company has adopted a Code of Ethics that applies to all of its employees, officers, and directors.
Pubco is a “controlled company” as defined under the rules of Nasdaq, because Healthy Great Investing Company Limited is able to exercise approximately 93.6% of the aggregate voting power of Pubco’s total issued and outstanding shares (assuming no Public Shares are redeemed as described in this Report).
We are a “controlled company” as defined under the rules of Nasdaq, because Healthy Great Investing Company Limited is able to exercise approximately 91.0% of the aggregate voting power of our total issued and outstanding shares (assuming no Ordinary Shares are redeemed as described in this annual report).
Compensation Compensation of Directors and Executive Officers The aggregate cash compensation accrued to Able View’s director and executive officers who were employed by Able View in fiscal year 2023 was approximately US$362,161 and in fiscal year 2022 was approximately $282,711.
The aggregate cash compensation accrued to Able View’s directors and executive officers who were employed by Able View in fiscal year 2024 was approximately US$310,569.
E. Share Ownership Please see Item 7-Major Shareholders and Related Party Transactions below. F.
Share Ownership Please see Item 7-Major Shareholders and Related Party Transactions below. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not Applicable.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Executive Officers See “Item 1. Identity of Directors, Senior Management and Advisers—A. Directors and Senior Management.” B.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. Directors and Executive Officers The board of directors and executive officers of the Company are as follows.
Removed
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Effective as of December 1, 2023, our board of directors adopted a Compensation Recover Policy, or the Clawback Policy, providing for the recoupment of certain incentive-based compensation from current and former executive officers of our company in the event we are required to restate any of our financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
Added
Name Age Position Executive Officers Stephen Jian Zhu 45 Chairman, Director and Chief Executive Officer Tang Jing 51 Director and Chief Financial Officer Non-Executive Director s Yilun Wu 48 Independent Director Yimin Zhou 62 Independent Director Zhifan Zhou 39 Independent Director Mr. Stephen Jian Zhu , aged 45, serves as Chairman, Director and Chief Executive officer of the Company.
Removed
A copy of the Clawback Policy has been filed herewith as Exhibit 97.1. In the year ended December 31, 2023, there is no outstanding balance as of December 31, 2023 of erroneously awarded compensation to be recovered.
Added
He has over 20 years of experience in marketing and business development area. From 2016 to present, he served as Chief Executive Officer of Able View where he was responsible for brand and business development for the Company through his expansive network in multiple beauty industry verticals and Responsible for the overall work of the Company.
Added
Previously, he served as the Chief Operating Officer of Search Tiger Media where he was responsible for national marketing and expansion into the media market. Mr. Zhu received a bachelor’s degree in Advertising and Marketing from Tongji University and a Master of Business Administration degree from Cheung Kong Graduate School of Business. Mr.
Added
Tang Jing , aged 51, serves as Director and Chief Financial Officer of the Company. He has over 20 years of experience in finance and accounting area. From 2017 to present, he served as Chief Financial Officer of Able View where he is responsible for managing financial activities such as listing, financing, fund management, budgeting, mergers and acquisitions.
Added
He has held similar positions in other companies including AMH Media Holding Company. He received a bachelor’s degree in Finance and Accounting from Shanghai University and received his Master of Business Administration from University of Birmingham (United Kingdom). He is also a duly licensed Certified Public Accountant in China. 75 Mr.
Added
Yilun Wu , aged 48, serves as an independent director of the Company. He has over 20 years of experience in financial and accounting area. Since 2022, he is the China CFO of Johnson Controls Corporation (“JCI”).
Added
From 2015 to 2021, he served as Asia Finance Director, Finance Director for Global Industrial Refrigeration (IR) and Middle East & Africa and Finance Director for Global Products Asia and Middle East in JCI in different period of these 7 years, where he oversaw the finance operations of global products in the regional including indirect business, integrated supply chain, product management and engineering, and is responsible for all M&A deals and business/manufacturing integration in APAC.
Added
From 2008 to 2015, he served as a Corporate Audit Director, an Asia Finance Controller and an Asia Pacific Finance Director in Honeywell Inc in different period of these 8 years, where he oversaw the entire finance operation of Honeywell Sensing and Control in Asia Pacific and led the process of STRAP and AOP from finance. Mr.
Added
Wu received the Bachelor’s Degree of Arts in Accounting and Finance with honors in 1998 from University of Greenwich, and the Master’s Degree of Arts in International Finance in 1999 from Middlesex University. Mr. Yimin Zhou , aged 62, serves as an independent director of the Company. He has over 30 years of experience in business operation.
Added
From June 2014 to October 2014 and from April 2018 to July 2020, he served as Vice President of Supply Chain and Operations in Great China Region in Fonterra, responsible for general management in importing, demand planning, warehousing, transportation, customer service and complaints, and third party manufacturing.
Added
From January 2001 to March 2014, he served as a Supply Chain Director of China Business Unit in Pepsi-Cola International, being responsible for making and executing the company’s strategies plan.
Added
He received the Bachelor’s Degree of Science in Inorganic Material Science and Engineering in August 1984 from East China University of Technology, the Master of Business Administration in Finance and Risk Management in August 1993 from St. John University, and the Executive Master of Business Administration in May 2018 from Cheung Kong Graduate School of Business. Mr.
Added
Zhifan Zhou , aged 39, serves as an independent director of the Company. Mr. Zhou has over ten years of experience in investment banking, audit, private equity and mergers and acquisitions. Mr. Zhou has served as the General Manager of Hainan Winlong Capital, an investment company, since April 2021, where he leads the mergers and acquisitions operations.
Added
Prior to that, Mr. Zhou served as Vice President and General Manager of Capital Operations of Shanzhinong Co., Ltd., a B2B e-commerce platform company, from March 2020 to April 2021, where he was responsible for acquiring assets of the agricultural sector in China.
Added
He also served as the Head of Finance Department of Wanda Information Stock Co., Ltd., a software company, from December 2019 to March 2020, where he was responsible for due diligence and integration of wholly-owned subsidiaries; Deputy General Manager of Xinghe Real Estate Financial Group Shanghai Company, a financial group company, from March 2018 to June 2019, where he was responsible for platform financing; Deputy General Manager of Cefc Anhui Internal Holding Co., Ltd., an investment company, from October 2014 to March 2018, where he participated in various mergers and acquisitions; and Senior Project Manager in the investment banking department of Zheshang Securities Co., Ltd., a securities company, from June 2013 to October 2014, where he participated in multiple mergers and acquisitions.
Added
From September 2010 to June 2013, Mr. Zhou served as Senior Consultant of PricewaterhouseCooper Consultants (Shenzhen) Co., Ltd., Shanghai branch, a consulting company where he provided risk management and internal control services and was experienced with cross-border IPO audits. Mr.
Added
Zhou received bachelor’s degrees in international economic law and accounting from Shanghai University of Finance and Economics in July 2008, and a master’s degree in law from The Chinese University of Hong Kong in December 2010. Mr.
Added
Zhou has been a Certified Public Accountant (CPA) and holds Certificate of Computer Application Techniques (CCAT) and Legal Profession Qualification Certificate in China. 76 The business and affairs of the Company are managed by or under the supervision of the Company Board. The Company Board consist of five directors: Mr. Stephen Jian Zhu, Mr.
Added
Tang Jing as executive directors, and Mr. Yilun Wu, Mr. Yimin Zhou and Mr. Zhifan Zhou as independent directors, with Mr. Stephen Jian Zhu serving as Chairman of the Company Board. The primary responsibilities of the Company Board is to provide oversight, strategic guidance, counselling and direction to our management.
Added
The Company Board meets on a regular basis and additionally as required. Family Relationships There are no family relationships between any of the Company’s executive officers and directors. B.
Added
Compensation Compensation of Directors and Executive Officers Under Cayman Islands law, we are not required to disclose compensation paid to our senior management on an individual basis and we have not otherwise publicly disclosed this information elsewhere. In 2024, our directors and management receive fixed and variable compensation.
Added
The fixed component of their compensation is set on market terms and adjusted annually. The variable component consists of cash bonuses. Cash bonuses are paid to executive officers and members of our senior management based on previously agreed targets for the business.
Added
A copy of the Code of Ethics is filed as Exhibit 11.1 to this Form 20-F.
Added
The number of employees for each area of operations, and such employees as a percentage of our total workforce, are as follows: As of December 31, 2024 Employees Percentage Brand Operating 27 30.34 % Supply Chain 8 8.99 % IT Data Analysis 5 5.62 % Business Development 28 31.46 % Financial and Administration Supporting 21 23.59 % Total 89 100 % As of December 31, 2023, we had 98 employees combined in our operations, consisting of 98 full-time and 0 part-time employees.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

24 edited+5 added−1 removed7 unchanged
Under such rule, beneficial ownership includes any Ordinary Shares and as to which the holder has sole or shared voting power or investment power and also any Ordinary Shares which the holder has the right to acquire within 60 days of December 31, 2023 through the exercise of any option, conversion or any other right.
Under such rule, beneficial ownership includes any Ordinary Shares and as to which the holder has sole or shared voting power or investment power and also any Ordinary Shares which the holder has the right to acquire within 60 days of December 31, 2024 through the exercise of any option, conversion or any other right.
Stephen Jian Zhu is 61-65 Huqiu Road, Huangpu District, Shanghai, China. (2) The address of Mr. Tang Jing is Room 603, No. 73, Tianyao New Village, Xuhui District, Shanghai, China. 76 (3) The address of Mr. Yilun Wu is Room 702, 868 Nanjing West Road, Jing ‘an District, Shanghai, China. (4) The address of Mr.
Stephen Jian Zhu is 61-65 Huqiu Road, Huangpu District, Shanghai, China. (2) The address of Mr. Tang Jing is Room 603, No. 73, Tianyao New Village, Xuhui District, Shanghai, China. (3) The address of Mr. Yilun Wu is Room 702, 868 Nanjing West Road, Jing ‘an District, Shanghai, China. 81 (4) The address of Mr.
B. Related Party Transactions 1) Nature of relationships with related parties The table below sets forth the major related parties and their relationships with the Company, with which the Company entered into transactions during the years ended December 31, 2023, 2022 and 2021, or recorded balances as of December 31, 2023 and 2022. Name Relationship with the Company Mr.
Related Party Transactions 1) Nature of relationships with related parties The table below sets forth the major related parties and their relationships with the Company, with which the Company entered into transactions during the years ended December 31, 2024, 2023 and 2022, or recorded balances as of December 31, 2024 and 2023. Name Relationship with the Company Mr.
Major Shareholders The following table shows the beneficial ownership of the Ordinary Shares as of December 31, 2023 by: ● each person known by Pubco to beneficially own more than 5% of the outstanding Class B Ordinary Shares; ● each of Able View Global Inc.’s named executive officers and directors; and ● all of our executive officers and directors as a group.
Major Shareholders The following table shows the beneficial ownership of the Ordinary Shares as of December 31, 2024 by: ● each person known by the Company to beneficially own more than 5% of the outstanding Class B Ordinary Shares; ● each of Able View Global Inc.’s named executive officers and directors; and ● all of our executive officers and directors as a group.
Tang Yuhua (1) 1,529,467 (585,656 ) 2,570,962 (148,610 ) — — Mr. Wang Jixiang (1) 1,452,195 (82,760 ) — — — — Mr. Tang Jing (1) 1,447,908 — — — — — Yuan Cheng 1,511,107 (1,511,107 ) — — — — Mr.
Tang Yuhua (1) — (90,342 ) 1,529,467 (585,656 ) 2,570,962 (148,610 ) Mr. Wang Jixiang (1) — (1,140,255 ) 1,452,195 (82,760 ) — — Mr. Tang Jing (1) — (1,447,908 ) 1,447,908 — — — Yuan Cheng — — 1,511,107 (1,511,107 ) — — Mr.
Wang Jun, being the sole owner of Smartest Star Investing Company Limited, may, under the rules of the SEC, be deemed to be the beneficial owner of the ordinary shares held by such entity. (7) Mr.
Wang Jun, and (ii) 3,449,054 shares owned by Smartest Star Investing Company Limited. Mr. Wang Jun, being the sole owner of Smartest Star Investing Company Limited, may, under the rules of the SEC, be deemed to be the beneficial owner of the ordinary shares held by such entity. (7) Mr.
Yimin Zhou is Room 1201, No.18, Lane 2518, Longhua Road, Xuhui District, Shanghai, China. (5) The address of Mr. Zhifan Zhou is B3406, 34F, West Tower, Block B, Guorui Building, 11 Guoxing Avenue, Haikou, Hainan Province, People’s Republic of China 570203. (6) Mr.
Yimin Zhou is Room 1201, No.18, Lane 2518, Longhua Road, Xuhui District, Shanghai, China. (5) The address of Mr. Zhifan Zhou is B3406, 34F, West Tower, Block B, Guorui Building, 11 Guoxing Avenue, Haikou, Hainan Province, People’s Republic of China 570203. (6) Includes (i) 1,010,285 shares owned directly by Mr.
(9) HSBC International Trustee Limited manages (i) Smart Star Trust, which owns 100% of Smartest Star Limited, which owns 80% of Smartest Star Investing Company Limited, which directly holds 4,459,339 Class B Ordinary Shares; (ii) Scenery Trust, which owns 100% of Scene Holding Limited, which owns 86.21% of Scenery Investing Company Limited, which directly holds 2,146,641 Class B Ordinary Shares; and (iii) Gentle Healthy Trust, which owns 100% of Healthy Great Limited, which owns 58.74% of Healthy Great Investing Company Limited, which directly holds 24,871,433 Class A Ordinary Shares.
(9) HSBC International Trustee Limited manages (i) Smart Star Trust, which owns 100% of Smartest Star Limited, which owns 80% of Smartest Star Investing Company Limited, which directly holds 3,449,054 Class B Ordinary Shares; (ii) Scenery Trust, which owns 100% of Scene Holding Limited, which owns 86.21% of Scenery Investing Company Limited, which directly holds 1,660,309 Class B Ordinary Shares; and (iii) Gentle Healthy Trust, which owns 100% of Healthy Great Limited, which owns 58.74% of Healthy Great Investing Company Limited, which directly holds 24,871,433 Class A Ordinary Shares.
Zhu Jian $ 19,159 $ 4,880,109 $ 19,298 Mr. Wang Jun 19,159 2,046,889 2,592,407 Mr.
Zhu Jian $ 19,224 $ 19,159 $ 4,880,109 Mr. Wang Jun 19,224 19,159 2,046,889 Mr.
(“Skinist Shanghai”) Company controlled by Mr. Wang Jun Shanghai Yingtian Financial Information Service Co., Ltd. (“Ying Tian”) Company controlled by Mr. Zhu Jian and Mr. Tang Jing Shanghai Jingxin Trading Co. Ltd. (“Jingxin”) Company controlled by Mr. Zhu Jian Shanghai Jingqi Developing Co., Ltd. (“Jingqi”) Company controlled by Mr. Zhu Jian Shanghai Jingrong Information Co., Ltd.
(“Skinist Shanghai”) Company controlled by Mr. Wang Jun Shanghai Yingtian Financial Information Service Co., Ltd. (“Ying Tian”) Company controlled by Mr. Zhu Jian and Mr. Tang Jing Hong Kong Mimosa Industry (“HK Mimosa”) Company controlled by Mr. Wang Jixiang Shanghai Jingqi Developing Co., Ltd. (“Jingqi”) Company controlled by Mr. Zhu Jian Shanghai Jingrong Information Co., Ltd.
Pubco Class A Pubco Class B Voting Ordinary Shares Ordinary Shares Power Name and Address of Beneficial Owner Number % Number % (%) Executive Officers and Directors Stephen Jian Zhu (1) 24,871,433 59.1 % 93.6 % Tang Jing (2) 2,146,641 5.1 % 0.8 % Yilun Wu (3) — — — — — Yimin Zhou (4) — — — — — Zhifan Zhou (5) — — — — — All Executive Officers and Directors as a group 24,871,433 59.1 % 2,146,641 5.1 % 94.4 % 5% or Greater Holders Smartest Star Investing Company Limited (6)(9) 4,459,339 10.6 % 1.7 % Healthy Great Investing Company Limited (7)(9) 24,871,433 59.1 % 93.6 % Scenery Investing Company Limited (8)(9) 2,146,641 5.1 % 0.8 % (1) The address of Mr.
As of December 31, 2024, there were 24,871,433 Class A Ordinary Shares and 24,518,489 Class B Ordinary Shares outstanding (excluding treasury shares). the Company Class A the Company Class B Voting Ordinary Shares Ordinary Shares Power Name and Address of Beneficial Owner Number % Number % (%) Executive Officers and Directors Stephen Jian Zhu (1)(7) 24,871,433 59.4 % 91.0 % Tang Jing (2)(8)(9) 2,146,641 4.3 % 0.8 % Yilun Wu (3) — — — — — Yimin Zhou (4) — — — — — Zhifan Zhou (5) — — — — — All Executive Officers and Directors as a group 24,871,433 59.4 % 2,146,641 4.3 % 91.8 % 5% or Greater Holders Wang Jun (6)(9) 4,459,339 9.0 % 1.6 % Healthy Great Investing Company Limited (7)(9) 24,871,433 59.4 % 91.0 % Novoprospects Holding Company Limited (10) 3,875,969 7.8 % 1.4 % (1) The address of Mr.
Zhu Jian Chief Executive Officer and, Director and 59.1% beneficial owner of the Company Mr. Wang Jun 10.6% beneficial owner of the Company Mr. Tang Jing Chief Financial Officer and 5.1% beneficial owner of the Company Mr. Tang Yuhua An immediate family member of Mr. Tang Jing Mr. Wang Jixiang An immediate family member of Mr.
Zhu Jian Chief Executive Officer, Director and Shareholder of the Company Mr. Wang Jun Chief Executive Officer of Weitong and Shareholder of the Company Mr. Tang Jing Chief Financial Officer and Shareholder of the Company Mr. Tang Yuhua An immediate family member of Mr. Tang Jing Mr. Wang Jixiang An immediate family member of Mr.
Stephen Jian Zhu, being the sole owner of Healthy Great Investing Company Limited, may, under the rules of the SEC, be deemed to be the beneficial owner of the ordinary shares held by such entity. (8) Mr.
Stephen Jian Zhu, being the sole owner of Healthy Great Investing Company Limited, may, under the rules of the SEC, be deemed to be the beneficial owner of the ordinary shares held by such entity. (8) Includes (i) 486,332 shares owned directly by Mr. Tang Jing, and (ii) 1,660,309 shares owned by Scenery Investing Company Limited. Mr.
Pan Yue, a supervisor of Weitong, a subsidiary of the Company Shanghai Zhiwang Cosmetics Co., Ltd. (“Zhiwang”) Company controlled by Ms. Mu Xuemei, a director of the Company Shanghai Yuancheng Advertising Co., Ltd. (“Yuancheng”) Company controlled by Mr. Wang Jun Shanghai Zuandu Advertising Co. Ltd. (“Zuandu”) Company controlled by Mr.
Pan Yue, a supervisor of Weitong, a subsidiary of the Company Shanghai Zhiwang Cosmetics Co., Ltd. (“Zhiwang”) Company controlled by Ms. Mu Xuemei, a director of the Company Shanghai Yuancheng Advertising Co., Ltd. (“Yuan Cheng”) Company controlled by Mr. Wang Jun. Shanghai Zhimeisi Beauty Technology Co., Ltd (“Zhi Mei Si”) Company over which Mr.
For the Years Ended December 31, 2023 2022 2021 Advances Collection of advances Advances Collection of advances Advances Collection of advances Skinist Global $ (2,030,942 ) $ 2,030,942 $ — $ — $ — $ — Skinist Shanghai (66,267 ) 285,642 — — — — Jingqi (915,138 ) 1,903,730 (2,610,257 ) 1,563,382 — — Jingrong — — — — — 114,425 Youshan — — — — — 254,662 Zhiwang — — — 135,236 (141,068 ) — $ (3,012,347 ) $ 4,220,314 $ (2,610,257 ) $ 1,698,618 $ (141,068 ) $ 369,087 Borrowings from (Repayment of Borrowings to) related parties For the Years Ended December 31, 2023 2022 2021 Borrowings Repayment Borrowings Repayment Borrowings Repayment Ying Tian (1) $ 15,282,433 $ (13,686,332 ) $ — $ — $ — $ — Mr.
For the Years Ended December 31, 2024 2023 2022 Advances Collection of advances Advances Collection of advances Advances Collection of advances Skinist Global $ — $ — $ (2,030,942 ) $ 2,030,942 $ — $ — Skinist Shanghai — 18,311 (66,267 ) 285,642 — — Jingqi — — (915,138 ) 1,903,730 (2,610,257 ) 1,563,382 Zhi Mei Si (69,486 ) 69,486 Li Bo (90,332 ) 90,332 Zhiwang — — — — — 135,236 $ (159,818 ) $ 178,129 $ (3,012,347 ) $ 4,220,314 $ (2,610,257 ) $ 1,698,618 Borrowings from (Repayment of Borrowings to) related parties For the Years Ended December 31, 2024 2023 2022 Borrowings Repayment Borrowings Repayment Borrowings Repayment Ying Tian (1) $ 2,726,628 $ (4,322,729 ) $ 15,282,433 $ (13,686,332 ) $ — $ — Mr.
(3) In December 2023, the Company, Shi Lin and Teng Xin entered into a three-party settlement agreement, pursuant to which all parties agreed that the Company’s receivables of $1,335,008 due from Shi Lin was net off against the Company’s payables of $1,335,008 due to Teng Xin.
The Company early terminated the office sub-lease agreement in December 2022.Jingqi charges the Company a monthly rental fee of approximately $12,056 and a monthly property management fee of approximately $2,007. 83 (2) In December 2023, the Company, Shi Lin and Teng Xin entered into a three-party settlement agreement, pursuant to which all parties agreed that the Company’s receivables of $1,335,008 due from Shi Lin was net off against the Company’s payables of $1,335,008 due to Teng Xin.
The loans were interest free and repayable on demand. During the years ended December 31, 2023, 2022 and 2021, the Company collected advances of $4,220,314, $1,698,618 and $369,087 from these related parties, respectively.
During the years ended December 31, 2024, 2023 and 2022, the Company collected advances of $178,129, $4,220,314 and $1,698,618 from these related parties, respectively.
Zhu Jian (1) 1,412,250 (2,383,234 ) 1,486,104 (1,604,994 ) 2,325,293 (620,078 ) Shi Lin (1) 371,421 (5,140,239 ) $ 6,739,486 $ (4,251,152 ) $ 4,495,566 $ (1,798,226 ) Jian Tong (1) 151,515 — — — 2,976,375 — Teng Xin (1) 285,300 (211,837 ) 3,120,820 (3,120,820 ) — — Skinist Global (1) 1,946,553 (1,829,804 ) 3,416,086 (3,551,699 ) 23,816,693 (23,680,180 ) Skinist Shanghai (1) — — 965,968 (1,209,595 ) — — Mr.
Zhu Jian (1) 70,792 (391,296 ) 1,412,250 (2,383,234 ) 1,486,104 (1,604,994 ) Shi Lin (1) 3,251,942 (1,917,346 ) $ 371,421 (5,140,239 ) $ 6,739,486 $ (4,251,152 ) Jian Tong (1) - (2,935,253 ) 151,515 — — — Teng Xin (1) 2,082,467 (2,155,930 ) 285,300 (211,837 ) 3,120,820 (3,120,820 ) Skinist Global (1) 2,843,804 (2,843,804 ) 1,946,553 (1,829,804 ) 3,416,086 (3,551,699 ) Skinist Shanghai (1) — — — — 965,968 (1,209,595 ) Mr.
(Advances to) Collection of advances from related parties During the years ended December 31, 2023, 2022 and 2021, the Company made loans of $3,012,347, $2,610,257 and $141,068 to these related parties, respectively. The loans were made before the closing of business combination in August 2023. The loans were made to support operations of these related parties.
(Advances to) Collection of advances from related parties During the years ended December 31, 2024, 2023 and 2022, the Company made loans of $159,818, $3,012,347 and $2,610,257 to certain related parties, respectively. The advances were made to support operations of these related parties. The advances were interest free and repayable on demand.
The table does not include stock options and restricted shares held by the executive officers that do not vest or become exercisable, and do not provide voting rights, within 60 days of the date of this Report. As of December 31, 2023, there were 24,871,433 Class A Ordinary Shares and 17,247,383 Class B Ordinary Shares outstanding (excluding treasury shares).
The table does not include stock options and restricted shares held by the executive officers that do not vest or become exercisable, and do not provide voting rights, within 60 days of the date of this Report.
Wang Jun (1) — — — (1,115,245 ) 372,047 (93,012 ) Jingqi (1) — — — — 1,170,397 (1,921,377 ) Zuandu (1) — — — — 157,220 (157,220 ) $ 25,390,149 $ (25,430,969 ) $ 18,299,426 $ (15,002,115 ) $ 35,313,591 $ (28,270,093 ) (1) During the years ended December 31, 2023, 2022 and 2021, the Company borrowed $25,390,149, $18,299,426 and $35,313,591 from these related parties, respectively.
Wang Jun (1) — — — — — (1,115,245 ) Youshan (1) 1,088,150 (1,088,150 ) — — — — $ 12,063,783 $ (18,333,013 ) $ 25,390,149 $ (25,430,969 ) $ 18,299,426 $ (15,002,115 ) (1) During the years ended December 31, 2024, 2023 and 2022, the Company borrowed $12,063,783, $25,390,149 and $18,299,426 from these related parties, respectively.
The borrowings were interest free, and outstanding loans are repayable within twelve months from borrowings. Except for the above, the Company did not have any other related party transactions for the years ended December 31, 2023, 2022 and 2021. 79 C. Interests of Experts and Counsel None / Not applicable.
The borrowings were interest free, and outstanding loans are repayable within twelve months from borrowings. 84 C. Interests of Experts and Counsel None / Not applicable.
Zhu Jian 77 2) Transactions with related parties For the Years Ended December 31, 2023 2022 2021 Sales of products to related parties Merit Zone $ — $ 2,093,584 $ 433,403 Skinist Global 169,344 24,101 — Jing Xin — — 8,030 $ 169,344 $ 2,117,685 $ 441,433 Purchase of products from related parties Skinist Shanghai $ 16,832 $ 38,630 $ 16,753 Rental expenses charged by related parties Jingqi (1) $ — 144,677 $ 96,866 Service fees charged by related parties Jingqi $ 32,753 $ 93,380 $ — Jingrong — 84,119 107,948 Youshan (2) — 1,136 1,932,300 $ 32,753 $ 178,635 $ 2,040,248 Payment of dividends Mr.
Zhu Jian owns 20% equity interest and exercises significant influence Shanghai Libo Medical Beauty Clinic Co., Ltd (“Li Bo”) Controlled by Zhi Mei Si 82 2) Transactions with related parties For the Years Ended December 31, 2024 2023 2022 Sales of products to related parties Mimosa HK $ 1,827,295 $ — $ — Skinist Global 331,439 169,344 24,101 Teng Xin 65,791 — — Merit Zone — — 2,093,584 $ 2,224,525 $ 169,344 $ 2,117,685 Purchase of products from related parties Youshan $ 3,530,277 $ — $ — Jingqi 790,006 — — Skinist Shanghai — 16,832 38,630 $ 4,320,283 $ 16,832 $ 38,630 Rental expenses charged by related parties Jingqi (1) $ — — 144,677 Service fees charged by related parties Youshan $ 555,888 $ — $ 1,136 Jingqi — 32,753 93,380 Jingrong — — 84,119 $ 555,888 $ 32,753 $ 178,635 Payment of dividends Mr.
Tang Jing 19,159 19,156 19,298 Payment of dividends $ 57,477 $ 6,946,154 $ 2,631,003 Net settlement of due from related parties with due to related parties (3) Settlement of due from related parties Shi Lin $ 1,335,008 $ — $ — $ 1,335,008 $ — $ — Settlement of due to related parties Teng Xin $ 1,335,008 $ — $ — $ 1,335,008 $ — $ — (1) In February 2020, the Company entered into an office sub-lease agreement with Jingqi, pursuant to which the Company leased an office from Jingqi for a period of 3 years through February 2023.
Zhu Jian 307,422 — — Skinist Shanghai 198,650 — — Mr. Wang Jixiang 136,999 — — Teng Xin — 1,335,008 — $ 9,181,726 $ 1,335,008 $ — (1) In February 2020, the Company entered into an office sub-lease agreement with Jingqi, pursuant to which the Company leased an office from Jingqi for a period of 3 years through February 2023.
Removed
The Company early terminated the office sub-lease agreement in December 2022. Jingqi charges the Company a monthly rental fee of approximately $12,056 and a monthly property management fee of approximately $2,007. 78 (2) During the years ended December 31, 2022 and 2021, Youshan provided live video streaming services for the Company to advertise the Company’s cosmetics products.
Added
(10) Infinite Treasure Chariot Limited, being the sole owner of Novoprospects Holding Company Limited, may, under the rules of the SEC, be deemed to be the beneficial owner of the ordinary shares held by such entity. B.
Added
Tang Jing 19,224 19,159 19,156 Payment of dividends $ 57,672 $ 57,477 $ 6,946,154 Net settlement of due from related parties with due to related parties (2) Settlement of due from related parties Jian Tong $ 2,855,068 $ — $ — Ying Tian 1,883,742 — — Mr.
Added
Tang Jing 1,408,354 — — Shi Lin 1,292,201 1,335,008 — Youshan 830,779 — — Skinist Global 393,892 — — Mr. Zhu Jian 307,422 — — Mr.
Added
Wang Jixiang 136,999 Teng Xin 73,269 — — $ 9,181,726 $ 1,335,008 $ — Settlement of due to related parties Skinist Global $ 2,230,660 $ — $ — Ying Tian 2,188,862 — — Teng Xin 1,335,008 — — Shi Lin 1,292,201 — — Li Bo 923,376 — — Zhi Mei Si 568,548 — — Mr.
Added
In December 2024, the Company and certain related parties entered into settlement agreement, pursuant to which all parties agreed that the Company’s receivables of $9,181,726 due from related parties was net off against the Company’s payables of $9,181,726 due to related parties.