UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 20-F

 

 

 

(Mark One)

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR THE SECURITIES ACT OF 1934

 

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR

 

For the fiscal year ended December 31, 2021

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from             to          

 

OR

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report

 

Commission file number: 001-35192

 

 

 

PINGTAN MARINE ENTERPRISE LTD.

 

 

 

(Exact name of Registrant as specified in its charter)

 

N/A

(Translation of Registrant’s name into English)

 

Cayman Islands

(Jurisdiction of incorporation)

 

18-19/F, Zhongshan Building A,

No. 154 Hudong Road

Fuzhou, P.R.C. 350001

(Address of principal executive offices)

 

Mr. Xinrong Zhuo, Chief EXECUTIVE Officer
18-19/F, ZHONGSHAN BUILDING A, NO. 154 HUDONG ROAD, FUZHOU
The People’s Republic of China
Telephone: +86-(591) 8783 9999
Facimile: +86-(591) 8783 9999
E-mail: XRZHUO@PTMARINE.NET

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

Securities registered or to be registered, pursuant to Section 12(b) of the Act

 

Title of each class   Trading Symbol   Name of each exchange
on which registered
Ordinary Shares, $0.001 par value   PME   The Nasdaq Capital Market

 

 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

 

None

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

 

None

(Title of Class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

 

Ordinary shares, par value US$0.001 each 85,940,965

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No  

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No  

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  Accelerated filer  Non-accelerated filer  Emerging growth company 

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP  International Financial Reporting Standards as issue by the International Accounting Standards Board   Other  

 

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow.  Item 17    Item 18  

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No  

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page(s)
INTRODUCTION   ii
MARKET AND INDUSTRY DATA   iii
PART I   1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS   1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE   1
ITEM 3. KEY INFORMATION   1
ITEM 4. INFORMATION ON THE COMPANY   21
ITEM 4A. UNRESOLVED STAFF COMMENTS   30
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS   30
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES   45
ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS   50
ITEM 8. FINANCIAL INFORMATION   51
ITEM 9. THE OFFER AND LISTING   51
ITEM 10. ADDITIONAL INFORMATION   52
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   58
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES   59
PART II     59
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES   60
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS   60
ITEM 15. CONTROLS AND PROCEDURES   60
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT   62
ITEM 16B. CODE OF ETHICS   62
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES   62
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES   63
ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS   63
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT   63
ITEM 16G. CORPORATE GOVERNANCE   64
ITEM 16H. MINE SAFETY DISCLOSURE   64
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS   64
PART III     65
ITEM 17. FINANCIAL STATEMENTS   65
ITEM 18. FINANCIAL STATEMENTS   65
ITEM 19. EXHIBITS   65

 

i

 

 

INTRODUCTION

 

Except where the context otherwise requires and for purposes of this annual report on Form 20-F only:

 

  “China” or “PRC” refers to the People’s Republic of China, excluding, for the purpose of this annual report only, Taiwan and the special administrative regions of Hong Kong and Macau;

 

  “Hong Long” refers to Fuzhou Honglong Ocean Fishery Co., Ltd.;

 

  “ordinary shares” or “shares” refers to our ordinary shares of par value US$0.001 per share;

 

  “Global Deep Ocean” refers to Global Deep Ocean (Ping Tan) Industrial Limited;
     
  “Pingtan Fishing” refers to Fujian Provincial Pingtan County Ocean Fishing Group Co., Ltd.;

 

  “PME” refers to Pingtan Marine Enterprise Ltd.;

 

  “RMB” or “Renminbi” refers to the legal currency of China;

 

  “SEC” refers to the Securities and Exchange Commission of the United States;

 

  “US$,” “U.S. dollars,” “$” and “dollars” refers to the legal currency of the United States of America; and

 

  “we,” “us,” “our,” “the Company,” and “our Company,” except when the context requires otherwise, refer to Pingtan Marine Enterprise Ltd. and its subsidiaries.

 

Names of certain companies provided in this annual report are translated or transliterated from their original Chinese legal names.

 

Discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

 

This annual report on Form 20-F includes our audited consolidated financial statements for the 2019, 2020 and 2021 fiscal years.

 

This annual report contains translations of certain Renminbi amounts into U.S. dollars at specified rates. See note 2 of our consolidated financial statements included elsewhere in this annual report for the exchange rates of our consolidated financial statements. We make no representation that any Renminbi or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or Renminbi, as the case may be, at any particular rate, the rates stated below, or at all.

 

ii

 

 

Pingtan Marine Enterprise Ltd., our ultimate Cayman Islands holding company, does not have substantive operations. We carry out our business in China through our PRC subsidiaries, primarily Pingtan Fishing and its subsidiaries. Investors of our shares are purchasing equity securities of our ultimate Cayman Islands holding company rather than purchasing equity securities of our operating subsidiaries in China. Because of our corporate structure, we are subject to risks due to uncertainty of the interpretation and application of the PRC laws and regulations, including the regulatory review of oversea listing of PRC companies and any future actions of the PRC government in this regard. We may also be subject to sanctions imposed by PRC regulatory agencies, including the Chinese Securities Regulatory Commission, if we fail to comply with the relevant rules and regulations.

 

We face various legal and operational risks and uncertainties related to being based in and having significant operations in China. The PRC government has significant authority to exert influence on the ability of a China-based company to conduct its business, accept foreign investments or list its shares on the U.S. or other foreign exchanges. For example, we face risks associated with the lack of PCAOB inspection on our auditors and regulatory approval filing requirements of offshore offerings. Such risks could result in a material change in our operations and/or the value of our shares or could significantly limit or completely hinder our ability to offer our shares or other securities to investors and cause the value of such securities to significantly decline or become worthless. The PRC government also has significant discretion over the conduct of our business. It may intervene with or influence our operations and industry as it deems appropriate to further regulatory, political and societal goals. Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over overseas securities offerings and foreign investment in China-based companies like us. Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer securities to investors and cause the value of such securities to significantly decline or, in extreme cases, become worthless. For further details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Securities — Our shares will be prohibited from trading in the United States under the HFCA Act in 2024 if the PCAOB is unable to inspect or fully investigate our auditors, or as early as 2023 if proposed changes to the law are enacted. The delisting of our shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.”

 

Our financial statements contained in the annual report on Form 20-F for the fiscal year ended December 31, 2021 have been audited by an independent registered public accounting firm that is not identified in PCAOB’s determination issued on December 16, 2021 of having been unable to be inspected or investigated completely by the PCAOB. Furthermore, we have not been identified by the SEC as a commission-identified issuer under the Holding Foreign Company Accountable Act (“HFCA Act”) as of the date of this annual report. If, in the future, we have been identified by the SEC for three consecutive years as a commission-identified issuer whose registered public accounting firm is determined by the PCAOB that it is unable to inspect or investigate completely because of a position taken by one or more authorities in China, the SEC may prohibit our shares from being traded on a national securities exchange or in the over the counter trading market in the United States. Our investors may also be deprived of the benefits of the PCAOB inspections. Additionally, on June 22, 2021, the U.S. Senate passed a bill, proposing to reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two years. On February 4, 2022, the U.S. House of Representatives passed a bill that contained, among other things, an identical provision. If this provision is enacted into law and the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act is reduced from three years to two years, then our shares could be prohibited from trading in the United States as early as 2023. If we fail to meet the new listing standards specified in the HFCA Act, we could face possible delisting from the Nasdaq Stock Market, cessation of trading in the over-the-counter market, deregistration from the SEC and/or other risks, which may materially and adversely affect, or effectively terminate, the trading of our shares in the United States. For further details about our risks related to doing business in China, see “Risks Factors — Risks Related to Doing Business in China.”

 

iii

 

 

PART I

 

ITEM 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

 

Not applicable.

 

ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

 

Not applicable.

 

ITEM 3.  KEY INFORMATION

 

A.  [Reserved]

 

B.  Capitalization and Indebtedness

 

Not applicable.

 

C.  Reasons for the Offer and Use of Proceeds

 

Not applicable.

 

D.  Risk Factors

 

Summary Risk Factors

 

Our business is subject to numerous risks and uncertainties, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows, and prospects. These risks are discussed more fully below and include, but are not limited to, risks related to:

 

Risks Related to Our Business and Industry

 

actions taken by government regulators or reports or allegations of illegal activity by us, related parties or those with which we conduct business;

 

material and adverse impact from the COVID-19 pandemic on our business operations;

 

our significant dependence on our Chief Executive Officer;

 

our need for additional financing in order to execute our business plan; and

 

regulation of the fishing industry.

 

Risks Related to Doing Business in China

 

impact from PRC economic, political and social conditions, as well as changes in any government policies, laws and regulations;

 

uncertainties with respect to the PRC legal system;
   
 

PRC government’s significant and arbitrary influence over companies with China-based operations;

 

us being classified as a PRC resident enterprise for PRC enterprise income tax purposes; and

 

PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion.

 

Risks Related to Our Securities

 

fail to comply with the continued listing requirements of Nasdaq;

 

our securities being delisted under the Holding Foreign Companies Accountable Act if the PCAOB is unable to inspect auditors who are located in China;

 

ineffective disclosure control and procedures and internal control over financial reporting;

 

our corporate actions being substantially controlled by our officers, directors and principal shareholders and their affiliated entities; and

 

volatility of prices at which our ordinary shares are traded.

  

1

 

 

Risks Related to Our Business and Industry

 

Actions taken by government regulators or reports or allegations of illegal activity by us, related parties or those with which we conduct business could have a material adverse effect on our business and results of operations.

 

We have been the subject of media reports alleging that our vessels, the ports we use to conduct our fishing operations and related parties have engaged in illegal activities. Allegations of illegal activity by and actions taken by government regulators against our vessels, related parties and companies with which we conduct business may harm our business reputation, materially and adversely affect our results of operations and cause a decrease in our share price. If the local ports and entities through which we conduct our fishing operations are unable to renew or obtain new business licenses, or we are unable to enter into arrangements with other ports and entities for our fishing operations or our fishing vessels are unable to renew or obtain new local licenses, our business and results of operations may be materially and adversely affected. Furthermore, our business and results of operations may be materially adversely affected if we cannot quickly and efficiently relocate our vessels or if our vessels are unable to catch and produce as much product prior to relocating. Regulations, actions, and activities taken by government regulators may, directly or indirectly, require us to modify our operations and business strategy, which we may be unable to do in a cost-effective manner, and may result in the suspension or even loss of our licenses or authorizations to operate, detaining of our vessels, or the assessment of penalties or fines, which could have a material adverse effect on our business and results of operations.

 

We face risks related to the novel coronavirus (COVID-19) pandemic that has, and is expected to continue to have, a material adverse effect on our business, results of operations and financial condition. 

 

The COVID-19 pandemic has adversely affected the global economy, our markets in the PRC and our business. 

 

In reaction to the pandemic, many provinces and municipalities in the PRC, where our business is currently conducted, activated the highest response to the emergency public health incident. Emergency quarantine measures and travel restrictions have had a significant impact on many sectors across China, which has also adversely affected our operations, including the fishing industry. We will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by local authorities or that we determine are in the best interests of our employees, customers, partners, suppliers, and other stakeholders. If a significant portion of our workforce is affected directly by COVID-19, or due to government closures, or otherwise, associated work stoppages or facility closures would halt or delay production, which could have an adverse impact on our business and financial performance. 

 

The pandemic has had and continues to have an adverse impact on our customers. Some of our customers are fish processing plants that export processed fish products to foreign countries. These customers reduced or postponed their purchases from us and adjusted their business strategies in relation to exportation or domestic sale in light of the development of the pandemic. This change in strategy may cause a decrease in our unit selling price, an increase in inventory and delayed settlement of our accounts receivable. If the economic effects caused by the pandemic continue or increase in the PRC, overall customer demand may continue to decrease, which could have an adverse effect on our business, results of operations and financial condition.

 

We anticipate that our results of operations will continue to be impacted by this pandemic in 2022. However, the extent of the impact on our financial condition and results of operations is still highly uncertain and will depend on future developments, such as the ultimate duration and scope of the pandemic, its continuing impact on our customers, how quickly normal economic conditions, operations, and the demand for our products can resume and whether the pandemic leads to recessionary conditions in the PRC, the United States or globally. We may continue to experience the effects of the pandemic even after it has waned, and our business, results of operations and financial condition could continue to be affected.

 

We depend significantly on our Chief Executive Officer.

 

We are dependent on the principal members of our management staff, and in particular, Mr. Xinrong Zhuo, our Chief Executive Officer. While we have entered into a three-year employment agreement with Mr. Zhuo in August 2019, there are circumstances under the agreement in which Mr. Zhuo may elect to terminate his employment. Even if Mr. Zhuo were to terminate employment in breach of his agreement, we would have little or no practical recourse against Mr. Zhuo under PRC law. Mr. Zhuo may not continue to be employed by us for as long as we require his services. In addition, we rely on members of our senior management team with industry experience for important aspects of our operations, and we believe that losing the services of these executive officers could be detrimental to our operations as they would be difficult to replace. We do not have key-man life insurance for any of our executive officers or other employees.

 

We will need additional financing in order to execute our business plan, which may not be available to us on commercially reasonable terms.

 

We will need to obtain additional capital in order to execute our business plan to expand our operations by enlarging the fishing vessel fleet, expanding fishing ground worldwide and extending our business to fishmeal processing. Such additional capital may be raised by issuing securities through various financing transactions or arrangements, including joint ventures of projects, debt financing, equity financing or other means. Additional financing may not be available when needed on commercially reasonable terms or at all. The inability to obtain additional capital may reduce our ability to continue to conduct our business operations as currently contemplated. 

 

2

 

 

Regulation of the fishing industry may have an adverse impact on our business.

 

For years, the international community has been aware of and concerned with the global problem of depletion of natural fish stocks. In the past, these concerns have resulted in the imposition of quotas that subject individual countries to strict limitations on the amount of fish they are allowed to catch. Environmental groups have been lobbying to have additional limitations on fishing imposed and have even made suggestions that would limit the activities of fish farms. If international organizations or national governments were to impose additional limitations on fishing, this could have a negative impact on our results of operations.

 

The growth of our business depends on our ability to secure fishing licenses directly or through third parties.

 

Fishing is a highly regulated industry. Our operations require licenses, permits and, in some cases, renewals of licenses and permits from various governmental authorities. For example, commercial fishing operations are subject to government license requirements that permit them to make their catch.

 

We are dependent on affiliates and third parties for our operations.

 

A large portion of our transportation operations are conducted by our related party, Hong Long. If, for any reason, Hong Long became unable or unwilling to continue to provide services to us, this would likely lead to a temporary interruption in transportation at least until we found another entity that could provide these services. Failure to find a suitable replacement, even on a temporary basis, may have an adverse effect on our results of operations.

 

We may be adversely affected by fluctuations in raw material prices and selling prices of products.

 

The products and raw materials we use may experience price volatility caused by events such as market fluctuations, weather conditions or changes in governmental programs. Raw materials consist primarily of bait, including sardines, anchovies, mackerel and other small fish. The market price of these raw materials may also experience significant upward adjustment if, for instance, there is a material under-supply or over-demand in the market. These price changes may ultimately result in increases in the cost of our raw materials and the selling prices of products and may, in turn, adversely affect our sales volume, revenue and operating profit.

 

We may not be able to effectively manage our growth, which may harm our profitability.

 

Our strategy is to expand our business. If we fail to effectively manage this growth, our financial results could be adversely affected. Growth may place a strain on management systems and resources, including business development capabilities, systems and processes and access to financing sources. As we grow, we must continue to hire, train, supervise and manage new employees. In connection with our fishing business, we may not be able to:

 

  meet capital needs;
     
  expand systems effectively or efficiently or in a timely manner;
     
  allocate human resources optimally;
     
  identify and hire qualified employees or retain valued employees; or
     
  effectively incorporate the components of any business that may be acquired in our effort to achieve growth.

 

If we are unable to manage growth, our operations and financial results could be adversely affected by inefficiency, which could diminish our profitability.

 

Our business requires talented personnel and a competent workforce who we may not be able to attract and retain. In addition, overall tightening of the labor market or any possible labor unrest or disputes may affect our reputation and business.

 

We depend in large measure on the abilities, expertise, judgment, discretion, integrity and good faith of our management and other personnel in conducting the business of our Company. We have a small management team, and the loss of a key individual or inability to attract suitably qualified staff could materially adversely impact our fishing business.

 

The key personnel of our fishing business include Mr. Dong Wang, the general coordinator of the shipping department, and Mr. Weiqiang Xie, the chief supervisor of the sales department, who is mainly responsible for the wholesale and fresh seafood retail business.

 

3

 

 

Our success depends on the ability of our management and other key employees to interpret and respond to economic, market and environmental conditions in its operating areas correctly. Furthermore, our key personnel may not continue their association or employment, and replacement personnel with comparable skills may not be available, which may adversely affect our business.

 

Our existing operations and future growth require a competent workforce. However, we cannot assure you that we will be able to attract or retain qualified workforce necessary to support our future growth. In particular, we have observed an overall tightening and increasingly competitive labor market. We have experienced, and may continue to experience, increases in labor costs due to increases in salary, social benefits and employee headcount. We compete with other companies in our industry and other labor-intensive industries for labor, and we may not be able to offer competitive remuneration and benefits compared to them. If we are unable to manage and control our labor costs, our business, results of operations and financial condition may be materially and adversely affected.

 

Furthermore, we cannot assure you that we will not be subject to labor unrest, labor disputes or other labor-related legal or administrative proceedings in the ordinary course of business in the future. We may fail to manage our relationship with, or the conduct of, our crew members and other employees, in particular when they are on the high seas. Any disputes between us and our crew members and other employees may divert managerial and financial resources, negatively impact staff morale, reduce our productivity, or harm our reputation and future recruiting efforts. Any labor unrest, labor disputes or other labor-related legal or administrative proceedings directed against us, even without merits, or any perception of unethical labor practice, could directly or indirectly prevent or hinder our normal operating activities, and, if not resolved in a timely manner, lead to decreases in our revenue.

 

Our insurance coverage may be inadequate to cover losses that we may incur or to fully replace a significant loss of assets.

 

Our involvement in the fishing industry may result in liability for pollution, property damage, personal injury or other hazards. Although we believe we have obtained insurance in accordance with PRC industry standards to address such risks, such insurance has limitations on liability and/or deductible amounts that may not be sufficient to cover the full extent of such liabilities or losses. In addition, such risks may not, in all circumstances, be insurable or, in certain circumstances, we may choose not to obtain insurance to protect against specific risks due to the high premiums associated with such insurance or for other reasons. The payment of such uninsured liabilities would reduce the funds available to us. If we suffer a significant event or an occurrence that is not fully insured, or if the insurer of such event is not solvent, we could be required to divert funds from capital investment or other uses towards covering any liability or loss for such events.

 

Earthquakes, tsunamis, adverse weather or oceanic conditions or other calamities may disrupt our operations and could adversely affect sales.

 

We utilize cold storages facilities located in Mawei and Pingtan in the Fujian province on the southeast coast of China. Due to the location of our business, it may be at risk of earthquake or other adverse weather or oceanic conditions. This may result in the breakdown of facilities, such as our cold storage facilities, which could lead to the deterioration of products with the potential for spoilage. This could also adversely affect the ability to fulfill sales orders and, accordingly, adversely affect profitability. Adverse weather conditions affecting the fishing grounds where our fishing vessels operate, such as storms, cyclones and typhoons, or cataclysmic events such as tsunamis, may also decrease the volume of fish catches or hamper fishing operations. Our operations may also be adversely affected by major climatic disruptions, such as El Nino, which had caused significant decreases in seafood catches worldwide.

 

We may be affected by global climate change or by legal, regulatory or market responses to such changes.

 

The growing political and scientific sentiment is that increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere are influencing global weather patterns. Fresh products, including seafood products, are vulnerable to adverse weather conditions, including windstorms, floods, drought and temperature extremes, which are quite common but difficult to predict and may be influenced by global climate change. Similarly, changing weather patterns, along with the increased frequency or duration of extreme weather conditions, could impact the availability of the fish species we catch.

 

Concern over climate change, including global warming, has led to legislative and regulatory initiatives directed at limiting greenhouse gas, or GHG, emissions. For example, proposals that would impose mandatory requirements on GHG emissions may be considered by policymakers in the territories in which we operate. Laws enacted that directly or indirectly affect fishing, distribution, packaging, cost of raw materials, fuel, and water could all adversely impact our business and financial results.

 

A dramatic reduction in fish resources may adversely affect our business.

 

We are in the business of catching and selling the marine catch. Due to over-fishing, the stocks of certain species of fish may be dwindling to counteract such over-fishing, and governments may take action that may be detrimental to our ability to conduct operations. If the solutions proffered or imposed by the governments controlling the fishing grounds were to limit the types, quantities and species of fish that we are able to catch, our operations and prospects may be adversely affected.

 

Changes in the policies of the PRC government impacting the fishing industry may adversely affect our business.

 

The fishing industry in the PRC is subject to policies implemented by the PRC government. The PRC government may impose restrictions on aspects of our business, such as regulations for the management and ownership of vessels. If the raw materials used by us or our products become subject to any form of government control, then depending on the nature and extent of the control and our ability to make corresponding adjustments, we may face a material adverse effect on our business and operating results.

 

Separately, our business and operating results also could be adversely affected by changes in policies of the Chinese government, such as changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports on sources of supplies, or the expropriation or nationalization of private enterprises. Although the Chinese government has been pursuing economic reform policies for approximately two decades to liberalize the economy and introduce free-market aspects, the government may not continue to pursue such policies, and such policies may be significantly altered, which may change the political, economic and social conditions in China and adversely affect our business.

 

4

 

 

The cost of complying with governmental regulations in foreign countries may adversely affect our business operations.

 

We may be subject to various governmental regulations in foreign countries. These regulations may change depending on prevailing political or economic conditions. In order to comply with these regulations, we believe that we may be required to obtain permits for our vessels and fishing operations and file reports concerning our operations. These regulations affect how we carry on our business, and in order to comply with them, we may incur increased costs and delay certain activities pending receipt of requisite permits and approvals. If we fail to comply with applicable regulations and requirements, we may become subject to enforcement actions, including orders issued by regulatory or judicial authorities requiring us to cease or curtail our operations, or take corrective measures involving capital expenditures, installation of additional equipment or other remedial actions. We may be required to compensate third parties for loss or damage suffered by reason of our activities and may face civil or criminal fines or penalties imposed for violations of applicable laws or regulations. Amendments to current laws, regulations and permits governing our operations and activities could affect us in a materially adverse way and could force us to increase expenditures or abandon or delay certain of our fishing operations.

 

We have entered into several agreements pledging certain fishing vessels as collateral to secure loans to related parties, Hong Long and Global Deep Ocean. The pledge has no beneficial purpose for us, and we could lose our fishing vessels if Hong Long or Global Deep Ocean were to default on the loans, which could be detrimental to our operations.

 

In March 2018, we entered into a pledge contract with the Export Import Bank of China, pursuant to which we pledged 11 fishing vessels with carrying amounts of approximately $392,000 as collateral to secure Global Deep Ocean’s $13,800,000 long-term loans from the financial institution, which will be due on September 21, 2025.

 

In September 2020, we entered into a pledge contract with the Export Import Bank of China, pursuant to which we pledged 11 fishing vessels with carrying amounts of approximately US$19,900,000 as collateral to secure Global Deep Ocean’s $76,600,000 long-term loans from the financial institution, which will be due on August 21, 2023.

 

In February 2021, we entered into a pledge contract with Industrial and Commercial Bank of China, pursuant to which we pledged 12 fishing vessels with carrying amounts of approximately $39,500,000 as collateral to secure Hong Long’s $25,400,000 long-term loans from the financial institution, which will be due on January 23, 2026.

 

In February 2021, we entered into a pledge contract with the Export Import Bank of China, pursuant to which we pledged eight fishing vessels with carrying amounts of approximately $26,700,000 as collateral to secure Hong Long’s $24,500,000 long-term loans from the financial institution, which will be due on February 21, 2028.

 

In September 2021, we entered into a pledge contract with the Export Import Bank of China, pursuant to which we pledged six fishing vessels with carrying amounts of approximately $3,237,000 as collateral to secure Hong Long’s $3,240,000 long-term loans from the financial institution, which will be due on August 21, 2027.

 

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In November 2021, we entered into a pledge contract with the Fujian Haixia Bank, pursuant to which we pledged one fishing vessel with carrying amounts of approximately $6,300,000 as collateral to secure Hong Long’s $26,700,000 long-term loans from the financial institution, which will be due on November 2, 2022.

 

Consequently, if Hong Long or Global Deep Ocean was to default on the loans, we would lose the vessels, which would be detrimental to our operations. As of the date of this annual report, we have determined that our risk of loss on the default on the loans are remote. 

 

Risks Related to Doing Business in China

 

Certain political and economic considerations relating to PRC could adversely affect us.

 

The PRC is evolving from a planned economy to a market economy. The Chinese government has confirmed that economic development will follow a model of a market economy under socialism. While the PRC government has pursued economic reforms since its adoption of the open-door policy in 1978, a large portion of the PRC economy is still operating under five-year plans and annual state plans adopted by the government that set down national economic development goals. Through these plans and other economic measures, such as control on foreign exchange, taxation and restrictions on foreign participation in the domestic market of various industries, the PRC government exerts considerable direct and indirect influence on the economy. Many of the economic reforms are unprecedented or experimental for the PRC government and are expected to be refined and improved. Other political, economic and social factors can also lead to a further readjustment of such reforms. This refining and readjustment process may not necessarily have a positive effect on our operations or our business development. Our operating results may be adversely affected by changes in the PRC’s economic and social conditions as well as by changes in the policies of the PRC government, which we may not be able to foresee, such as changes in laws and regulations (or the official interpretation thereof), measures which may be introduced to control inflation, changes in the rate or method of taxation, and imposition of additional restrictions on currency conversion. 

 

The recent nature and uncertain application of many PRC laws applicable to us create an uncertain environment for business operations, which could have a negative effect on our business, results of operations and financial condition.

 

The PRC legal system is a civil law system. Unlike the common law system, such as the legal system used in the United States, the civil law system is based on written statutes in which decided legal cases have little value as precedents. In 1979, the PRC began to promulgate a comprehensive system of laws and has since introduced many laws and regulations to provide general guidance on economic and business practices in the PRC and to regulate foreign investment. Progress has been made in the promulgation of laws and regulations dealing with economic matters such as corporate organization and governance, foreign investment, commerce, taxation and trade. The promulgation of new laws, changes to existing laws and the abrogation of local regulations by national laws could have a negative impact on our business and prospects. In addition, as these laws, regulations and legal requirements are relatively recent, their interpretation and enforcement involve significant uncertainty.

 

The PRC government has significant and arbitrary influence over companies with China-based operations by enforcing existing rules and regulation, adopting new ones, or changing relevant industrial policies in a manner that may materially increase our compliance cost, abruptly change relevant industry landscape, or cause significant changes to, or otherwise intervene or influence, our operations in China at any time, which could result in material and adverse changes in our operations and cause the value of our securities to significantly decline or become worthless.

 

The PRC government has significant and arbitrary influence over China-based operations of any company by allocating resources, providing preferential treatment to particular industries or companies, or imposing industry-wide policies on certain industries. The PRC government may also amend or enforce existing rules and regulation, or adopt ones, which could materially increase our compliance cost, abruptly change the relevant industry landscape, or cause significant changes to, or otherwise intervene or influence, our operations in China at any time. In addition, the PRC regulatory system is based in part on government policies and internal guidance, some of which are not published on a timely basis or at all, and some of which may even have a retroactive effect. We may not be aware of all non-compliance incidents at all time, and may face regulatory investigation, fines and other penalties as a result. As a result of the changes in the industrial policies of the PRC government, including the amendment to and/or enforcement of the related laws and regulations, companies with China-based operations, including us, and the industries in which we operate, face significant compliance and operational risks and uncertainties. For example, on July 24, 2021, Chinese state media, including Xinhua News Agency and China Central Television, announced a broad set of reforms targeting private education companies providing after-school tutoring services and prohibiting foreign investments in institutions providing such after-school tutoring services. As a result, the market value of certain U.S. listed companies with China-based operations in the affected sectors declined substantially. On August 30, 2021, the PRC government imposed restrictions over the provision of online gaming services to minors, aiming at curbing excessive indulgence in online gaming and protecting minors’ mental and physical health, which could adversely affect the development of the online gaming industry in China. If any similar regulations applicable to us or our industry are adopted in China requiring us to significantly curtail our revenue generating operations, we may have to scale down or cease such business operations, which may adversely affect our business, financial condition and results of operations.

 

The political and economic policies of the PRC government could affect our businesses and results of operations.

 

The economy of the PRC differs from the economies of most developed countries in a number of respects, including the degree of government involvement, control of capital investment, and the overall level of development. Before its adoption of reform and “open up” policies in 1978, China was primarily a planned economy. In recent years, the PRC government has been reforming the PRC economic system and the government structure. These reforms have resulted in significant economic growth and social progress. Economic reform measures, however, may be adjusted, modified or applied inconsistently from industry to industry or across different regions of the country. As a result, we may not continue to benefit from all, or any, of these measures. In addition, we cannot be predicted whether changes in the PRC’s political, economic and social conditions, laws, regulations and policies will have an adverse effect on our business, financial condition and results of operations.

 

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The PRC legal system is evolving and has inherent uncertainties regarding the interpretation and enforcement of PRC laws and regulations that could limit the legal protections available to you.

 

Pingtan Fishing, our PRC operating company, is organized under the laws of the PRC. The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited weight as precedents. Since 1979, the PRC government has been developing a comprehensive system of commercial laws, and considerable progress has been made in introducing laws and regulations dealing with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade. However, because these laws and regulations are relatively new, and because of the limited number and non-binding nature of published cases, the interpretation and enforcement of these laws and regulations involve uncertainties.

 

Our operations and assets in the PRC are subject to significant political and economic uncertainties.

 

Changes in PRC laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material adverse effect on our business, results of operations and financial condition. The PRC government has been pursuing economic reform policies that encourage private economic activity and greater economic decentralization. The PRC government may continue to pursue these policies, and it may significantly alter these policies from time to time without notice.

 

The consummation of the acquisition by the Pingtan Fishing share purchase agreement and the reorganization plan carried out by Pingtan Fishing may require prior approval from MOFCOM, the CSRC, or other PRC government authorities. If such governmental approval and/or filing is required, we cannot predict whether or for how long we will be able to obtain such approval or complete such filing.

 

On August 8, 2006, six PRC regulatory authorities, including the Ministry of Commerce, or MOFCOM, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission, or the CSRC, and the State Administration of Foreign Exchange, or SAFE, jointly issued the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which became effective on September 8, 2006 and was amended on June 22, 2009 by MOFCOM, or the M&A Regulations. The M&A Regulations, among other things, require that the approval from MOFCOM be obtained for acquisitions of affiliated domestic entities by foreign entities established or controlled by domestic natural persons or enterprises, and also require that an offshore special purpose vehicle, or SPV, formed for purposes of overseas listing of equity interests in PRC companies and controlled directly or indirectly by PRC companies or individuals, obtain the approval from the CSRC prior to the listing and trading of such SPV’s securities on an overseas stock exchange. On September 21, 2006, the CSRC published on its official website procedures regarding its approval of overseas listings by SPVs. The CSRC approval procedures require the filing of a number of documents with the CSRC.

 

The application of the M&A Regulations remains unclear as of the date of this annual report, with no consensus among leading PRC law firms regarding the scope and applicability of the CSRC approval requirement. Pingtan Fishing’s PRC legal counsel advised, based on its understanding of then-current PRC laws, regulations and rules, that the M&A Regulations were not applicable to the consummation of the acquisition pursuant to the Pingtan Fishing share purchase agreement and the reorganization plan carried out by Pingtan Fishing because Merchant Supreme’s founder and controlling shareholder, Mr. Xinrong Zhuo, is not a mainland PRC natural person. However, the relevant PRC government authorities, including MOFCOM and the CSRC, may reach a different conclusion. If it is decided that the prior approval from MOFCOM or the CSRC was required, we may face sanctions by MOFCOM, the CSRC or other PRC regulatory agencies. Consequently, it is possible that MOFCOM, the CSRC or other PRC regulatory agencies may impose fines and penalties on our operations in the PRC, limit such operations, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects.

 

The Circular of Security Review and the Regulations of Security Review provide that any foreign investor should file an application with MOFCOM for the merger and acquisition of domestic enterprises in sensitive sectors or industries. Furthermore, MOFCOM has, for its inner review process, stipulated a range of the business operation items which are required to be reviewed. With reference to such business items, Pingtan Fishing believes that the Regulations of Security Review do not apply to the business operations of Pingtan Fishing. However, the relevant PRC regulatory authorities may have a different view or interpretation in this regard when implementing the Regulations of Security Review. If it is decided that the acquisition pursuant to the Pingtan Fishing share purchase agreement may materially affect the state security of the PRC, we may be ordered to restore the shareholding structure to the status before the consummation of the said acquisition, which could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects.

 

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Moreover, on July 6, 2021, the relevant PRC government authorities issued Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with the Law. These opinions emphasized the need to strengthen the administration of illegal securities activities and the supervision of overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies. As a follow-up, on December 24, 2021, the State Council issued a draft of the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Draft Provisions, and the CSRC issued a draft of Administration Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies, or the Draft Administration Measures, for public comments.

 

The Draft Provisions and the Draft Administration Measures propose to establish a new filing-based regime to regulate overseas offerings of stocks, depository receipts, convertible corporate bonds, or other equity securities, and overseas listing of these securities for trading, by domestic companies. According to the Draft Provisions and the Draft Administration Measures, an overseas offering and listing by a domestic company, whether directly or indirectly, shall be filed with the CSRC. Specifically, the examination and determination of an indirect offering and listing will be conducted on a substance-over-form basis, and an offering and listing shall be considered as an indirect overseas offering and listing by a domestic company if the issuer meets the following conditions: (1) the operating income, gross profit, total assets, or net assets of the domestic enterprise in the most recent fiscal year was more than 50% of the relevant line item in the issuer’s audited consolidated financial statement for that year; and (2) senior management personnel responsible for business operations and management are mostly PRC citizens or are ordinarily resident in the PRC, and the main place of business is in the PRC or carried out in the PRC. According to the Draft Administration Measures, the issuer or its affiliated domestic company, as the case may be, shall file with the CSRC for its initial public offering, follow-on offering and other equivalent offering activities. Particularly, the issuer shall submit the filing with respect to its initial public offering and listing within three business days after such initial filing and submit the filing with respect to its follow-on offering within three business days after completion of the follow-on offering. Failure to comply with the filing requirements may result in fines to the relevant domestic companies, suspension of their businesses, revocation of their business licenses and operation permits and fines on the controlling shareholder and other responsible persons. The Draft Administration Measures also sets forth certain regulatory red lines for overseas offerings and listings by domestic enterprises.

 

The period for which the CSRC solicited comments on the Draft Provisions and the Draft Administration Measures ended on January 23, 2022. There are uncertainties as to whether the Draft Provisions and the Draft Administration Measures would be further amended, revised or updated. Substantial uncertainties exist with respect to the enactment timetable and final content of the Draft Provisions and the Draft Administration Measures. As the CSRC may formulate and publish guidelines for filings in the future, the Draft Administration Measures does not provide detailed requirements of the substance and form of the filing documents. In a Q&A released on its official website, the respondent CSRC official indicated that the CSRC would start applying the filing requirements to new offerings and listings. Only new initial public offerings and refinancing by existing overseas-listed Chinese companies will be required to go through the filing process. As for the filings for the existing companies, the regulator will grant a transition period adequate to complete their filing procedures. Nevertheless, it does not specify what relevant domestic laws and regulations are required to be complied with. Given the substantial uncertainties surrounding the latest CSRC filing requirements at this stage, we cannot reliably determine whether and how such CSRC filing requirements will affect us and our securities. For instance, if we offer debt or equity securities in the future, we cannot assure you that we will be able to complete the filings and fully comply with the relevant new rules on a timely basis, if at all.

 

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It may be difficult for overseas regulators to conduct investigations or collect evidence within China.

 

Shareholder claims or regulatory investigation that are common in the United States generally are difficult to pursue as a matter of law or practicality in China. For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations or litigation initiated outside China. Although the 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 cooperation with the securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, which became effective in March 2020, no foreign securities regulator is allowed to directly conduct investigations or evidence collection activities within the PRC territory. While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for a foreign securities regulator to directly conduct investigations or evidence collection activities within China may further increase the difficulties you face in protecting your interests.

 

 

If SAFE determines that its foreign exchange regulations concerning “round-trip” investment apply to our shareholding structure, a failure by our shareholders or beneficial owners to comply with these regulations may restrict our ability to distribute profits, restrict our overseas and cross-border investment activities or subject us to liability under PRC laws, which may materially and adversely affect our business and prospects.

 

SAFE Circular No. 75 provides that those domestic individuals who hold a PRC identity card, passport or other legal identity supporting document, or who have no such legal identity in mainland PRC but are habitually residing in PRC for the sake of economic interest, whether they hold a PRC identity supporting document or not, should register with the local SAFE branch prior to their establishment or control of an offshore SPV. In addition, any PRC citizen, resident, or entity that is a direct or indirect shareholder of an SPV is required to update the previously filed registration with the local branch of SAFE with respect to that SPV to reflect any material change. Moreover, a PRC subsidiary of an SPV is required to urge its shareholders who are PRC citizens, residents, or entities to update their registration with the local branch of SAFE. If a PRC shareholder with a direct or indirect equity interest in an offshore parent company fails to make the required SAFE registration, the PRC subsidiaries of such offshore parent company may be prohibited from paying the offshore parent proceeds from any reduction in capital, share transfer or liquidation in respect of the PRC subsidiaries. Failure to comply with the SAFE Circular No. 75 could result in liability under PRC law for violation of the relevant rules relating to transfers of foreign exchange.

 

Our founder and controlling shareholder, Mr. Xinrong Zhuo, obtained his Hong Kong identity card in 2005 and surrendered his PRC identity card subsequently thereto. SAFE Circular No. 75 provides that individuals without PRC identities that habitually reside in mainland China for the sake of economic interest should be considered PRC residents, who are required to register their direct or indirect investments in offshore SPVs with the local branch of SAFE. SAFE Circular No. 75 further provides that individuals who have their permanent domicile in mainland China and have been permanently residing in mainland China after temporary departure should be considered PRC residents, no matter whether they have a PRC identity or not. Although he leaves the PRC from time to time and maintains his Hong Kong identity card, Mr. Xinrong Zhuo has been residing in mainland China for most of the time since the SAFE Circular No. 75 became effective. Accordingly, it is possible that PRC authorities may consider Mr. Zhuo to be a PRC resident. As of the date of this annual report, Mr. Zhuo has not made registrations or filings according to SAFE Circular No. 75. Due to uncertainty over how SAFE Circular No. 75 will be interpreted and implemented, we cannot predict how SAFE Circular No. 75 will affect our business operations or future strategies following the business combination. If SAFE Circular No. 75 is determined to apply to us or any of our PRC resident shareholders, none of whom to our knowledge has made registrations or filings according to SAFE Circular No. 75, a failure by any such shareholders or beneficial owners to comply with SAFE Circular No. 75 may subject the relevant shareholders or beneficial owners to penalties under PRC foreign exchange administrative regulations, and may subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries’ ability to make distributions or pay dividends or affect our ownership structure and capital inflow from the offshore entity, which would have a material adverse effect on our business, financial condition, results of operations and liquidity. In addition, we may not be informed of the identities of our beneficial owners and our Chinese resident beneficial owners, if any, may not comply with SAFE Circular No. 75. The failure or inability of our beneficial owners who are PRC citizens, residents or entities to make or amend any required registrations may subject these PRC residents or our PRC subsidiary to fines and legal sanctions and may also limit our ability to contribute additional capital to our PRC subsidiary and limit our PRC subsidiary’s ability to make distributions or pay dividends to us, as a result of which our business operations and our ability to distribute profits to our shareholders may be materially and adversely affected.

 

In December 2009, the PRC State Administration for Taxation issued a notice, known as “Circular 698,” addressing PRC income tax issues in connection with transfers of equity by a non-PRC resident enterprise that directly or indirectly holds an interest in a PRC resident enterprise. Circular 698 requires certain tax filings with, and the submission of comprehensive information to, the applicable tax authorities regarding transfers of equity by a non-PRC resident enterprise that directly or indirectly holds an interest in a PRC resident enterprise. The filings and submissions are designed to assist the taxing authorities in evaluating whether the transfer has a reasonable business purpose. If the transfer does not have a reasonable business purpose, Circular 698 provides that the seller is subject to PRC income tax on the gains received from the transfer of the PRC resident enterprise. Although the tax obligations generally apply to the seller, the PRC resident enterprise that is transferred is also subject to certain requirements to assist the PRC tax authorities in collecting the taxes, potentially including withholding agent obligations. Circular 698 is relatively new with limited implementation guidance, and it is uncertain how it will be interpreted, implemented or enforced. For example, there is no clear guidance regarding what constitutes a “reasonable business purpose” or the assistance obligation applicable to the transferred PRC resident enterprise. We cannot predict how Circular 698 will apply to current or future acquisition strategies and business operations. For example, if our affiliated PRC entities are deemed to have been sold through an offshore holding company, we may face comprehensive filing obligations that could result in significant taxes, potential sanctions or other enforcement action, or other adverse considerations, which could have an adverse impact on our ability to consummate such a transaction or expand our business and market share.

 

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We may be classified as a PRC “resident enterprise” under the PRC enterprise income tax law, which could result in unfavorable tax consequences for us and our shareholders and have a material adverse effect on our results of operations.

 

Under the Enterprise Income Tax Law of the PRC, or the EIT Law, dividends, interest, rents, royalties and gains on transfers of property payable by a foreign-invested enterprise in China to its foreign investor who is a non-resident enterprise will be subject to a 10% withholding tax, unless such non-resident enterprise’s jurisdiction of incorporation has a tax treaty with China that provides for a reduced rate of withholding tax. Under the arrangement for avoidance of double taxation between mainland China and Hong Kong, the effective withholding tax applicable to a Hong Kong non-resident company is 5% if it directly owns no less than a 25% stake in the Chinese foreign-invested enterprise.

 

Under the EIT Law, an enterprise established outside China with its “de facto management body” within China is considered a “resident enterprise” in China and is subject to the Chinese enterprise income tax at the rate of 25% on its worldwide income. We may be deemed to be a PRC resident enterprise under the EIT Law and be subject to the PRC enterprise income tax at the rate of 25% on its worldwide income. If the Chinese tax authorities determine that we should be classified as a resident enterprise, foreign securities holders will be subject to a 10% withholding tax on dividends payable by us and subject to income tax upon gains on the sale of securities under the EIT Law.

 

Due to various restrictions under PRC laws on the distribution of dividends by PRC operating companies or contractual provisions in future debt instruments, we may not be able to pay dividends to our shareholders.

 

The Wholly-Foreign Owned Enterprise Law (1986), as amended, The Wholly-Foreign Owned Enterprise Law Implementing Rules (1990), as amended, and our Company Law of the PRC (2006) contain the principal regulations governing dividend distributions by Wholly-Foreign Owned Enterprises, or WFOEs. Under these regulations, WFOEs may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. Additionally, they are required to set aside each year 10% of their net profits, if any, based on PRC accounting standards, to fund a statutory surplus reserve until the accumulated amount of such reserve reaches 50% of their respective registered capital. These reserves are not distributable as cash dividends except in the event of liquidation and cannot be used for working capital purposes. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. We may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from the profits of our WFOE.

 

Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive all of the economic value from the operations of our PRC subsidiaries through contractual or dividend arrangements, we may be unable to pay dividends on our ordinary shares.

 

Because our principal assets are located outside of the United States, and our directors and officers reside outside of the United States, it may be difficult for you to enforce your rights based on the United States federal securities laws against us and our officers and directors in the United States or to enforce foreign judgments or bring original actions in the PRC against us or our management.

 

Most of our officers and directors reside outside of the United States. In addition, our operating subsidiaries are located in the PRC, and all of their assets are located outside of the United States. The PRC does not have a treaty with the United States providing for the reciprocal recognition and enforcement of judgments of courts. Therefore, it may be difficult for investors in the United States to enforce their legal rights based on the civil liability provisions of the United States federal securities laws against us in the courts of either the United States or the PRC and, even if civil judgments are obtained in courts of the United States, to enforce such judgments in PRC courts.

 

In addition, since we are incorporated under the laws of the Cayman Islands and our corporate affairs are governed by the laws of the Cayman Islands, it may not be possible for investors to originate actions against us or our directors or officers based upon PRC laws, and it may be difficult, if possible at all, to bring actions based upon Cayman Islands laws in the PRC in the event that you believe that your rights as a shareholder have been infringed.

 

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Our employment practices may be adversely impacted under the labor contract law of the PRC.

 

The PRC National People’s Congress promulgated the Labor Contract Law, which became effective on January 1, 2008. Compared to previous labor laws, the Labor Contract Law provides stronger protection for employees and imposes more obligations on employers. According to the Labor Contract Law, employers have an obligation to enter into written labor contracts with employees to specify the key terms of the employment relationship. The law also stipulates, among other things, (1) that all written labor contracts shall contain certain requisite terms; (2) that the length of trial employment periods must be in proportion to the terms of the relevant labor contracts, which in any event may not be longer than six months; (3) that in certain circumstances, a labor contract is deemed to be without a fixed term and thus an employee can only be terminated with cause; and (4) that there are certain restrictions on the circumstances under which employers may terminate labor contracts as well as the economic compensation to employees upon termination of the employee’s employment.

 

Pingtan Fishing has not entered into employment agreements with some of its employees, basically the root-level employees, none of whom has endowment insurance, basic medical insurance, insurance against injury at work, maternity insurance and unemployment insurance. Due to the lack of these employment arrangements, we may be subject to overdue payments and fines, and in turn, our financial condition and results of operations may be adversely affected.

 

In addition, if we decide to significantly change or downsize our workforce, the Labor Contract Law could restrict our ability to terminate employee contracts and adversely affect our ability to make such changes to our workforce in a manner that is most favorable to our business or in a timely and cost-effective manner, which in turn may materially and adversely affect our financial condition and results of operations. If we are subject to severe penalties or incur significant legal fees in connection with labor law disputes or investigations, our business, financial condition and results of operations may be adversely affected.

 

Investors will have limited access to corporate records filed with the relevant PRC government authorities by the PRC operating entities.

 

All of our PRC subsidiaries are companies registered in Fujian Province. The PRC State Administration for Industry and Commerce and its local counterparts, or collectively SAIC, is the PRC government authority governing the market supervision and administrative enforcement of various business licensing laws. According to the relevant SAIC regulations, certain corporate records of a company should be filed with SAIC, for example, the annual financial report, shareholder changes, amendments of articles of association, registered capital changes, capital verification reports and equity interest pledge registration. In Fujian Province, an individual can gain access to information filed with SAIC only with the authorization of the company for which such information is filed. Alternatively, access to information can be granted by order of a PRC people’s court, provided that the individual requesting the information is a party to litigation involving the company in question. Due to such restrictions, investors will have limited access to corporate records filed with the SAIC by our PRC subsidiaries.

 

Currency fluctuations and restrictions on currency exchange may adversely affect our business, including limiting our ability to convert Renminbi into foreign currencies and, if Renminbi were to decline in value, reducing our revenue in U.S. dollar terms.

 

Our reporting currency is the U.S. dollar, and our operations in the PRC use RMB as their functional currency. Substantially all of our revenue and expenses are in Renminbi. Accordingly, we are subject to the effects of exchange rate fluctuations with respect to the Renminbi. For example, the value of the Renminbi depends to a large extent on PRC government policies and the PRC’s domestic and international economic and political developments, as well as supply and demand in the local market. Since 1994, the official exchange rate for the conversion of the Renminbi to the U.S. dollar had generally been stable, and the Renminbi had appreciated slightly against the U.S. dollar. However, in July 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S. dollar. Under the new policy, the Renminbi may fluctuate within a narrow and managed band against a basket of certain foreign currencies. As a result of this policy change, the Renminbi appreciated more than 20% against the U.S. dollar in the following three years. Since July 2008, however, the Renminbi has traded within a narrow range against the U.S. dollar. As a consequence, the Renminbi has fluctuated significantly since July 2008 against other freely traded currencies, in tandem with the U.S. dollar. On June 19, 2010, the People’s Bank of China, or the PBOC, announced that the PRC government would further reform the Renminbi exchange rate regime and increase the flexibility of the exchange rate. It is difficult to predict how this new policy may impact the Renminbi exchange in the long run, and the Renminbi may not be stable against the U.S. dollar or any other foreign currency. 

 

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The statements of operations are translated into U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currencies denominated transactions results in reduced revenue, operating expenses and net income (loss) of our operations. Similarly, to the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currencies denominated transactions results in increased revenue, operating expenses and net income (loss) of operations. We are exposed to foreign exchange rate fluctuations in converting the financial statements of foreign subsidiaries into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the conversion of the foreign subsidiaries’ financial statements into U.S. dollars will lead to a translation gain or loss, which is recorded as a component of other comprehensive income (loss). In addition, if we have assets or liabilities that are denominated in currencies other than the relevant entity’s functional currency, changes in the functional currency value of these assets and liabilities would create fluctuations that lead to a transaction gain or loss. Although our major operations are conducted overseas, our sales are conducted in the PRC and in RMB, which is our functional currency. The average translation rates applied to the statements of operations and comprehensive income (loss) for the years ended December 31, 2021, 2020 and 2019 were RMB6.3920, RMB6.8976 and RMB6.8985 to $1.00, respectively. We have not entered into agreements or purchased instruments to hedge exchange rate risks, although we may do so in the future. The availability and effectiveness of any hedging transaction may be limited, and we may not be able to successfully hedge such exchange rate risks.

 

Although PRC governmental policies were introduced in 1996 to allow the convertibility of Renminbi into foreign currencies for current account items, conversion of Renminbi into foreign currencies for capital items, such as foreign direct investment, loans or securities, requires the approval of SAFE, which is under the authority of the PBOC. These approvals, however, do not guarantee the availability of foreign currency conversion. We may not be able to obtain all required conversion approvals for our operations, and PRC regulatory authorities may impose greater restrictions on the convertibility of the Renminbi. Because we expect a significant amount of our revenue to continue to be in the form of Renminbi, our inability to obtain the requisite approvals or any future restrictions on currency exchanges could limit our ability to utilize revenue generated in Renminbi to fund our business activities outside of the PRC, or to repay foreign currency obligations, including our debt obligations, which would have a material adverse effect on our financial condition and results of operations.

 

Due to historical defects in the capital contributions of Pingtan Fishing, we may be subject to administrative liability.

 

The current PRC Companies Law provides that shareholders must make the full amount of capital contribution subscribed to by such shareholders under the articles of association of the company. The form of capital contribution may be currency or non-currency property, such as property, intellectual property rights and land-use rights that can be evaluated in the form of currency and transferred in accordance with the applicable law. Under the PRC Companies Law, the non-currency property to be contributed as capital shall undergo an asset valuation and verification and shall not be overvalued or undervalued. The property rights of such non-currency property shall be transferred in accordance with legally prescribed procedures. If a company obtains its company registration in violation of the PRC Companies Law by making false statements of registered capital, submitting false certificates or by concealing material facts through other fraudulent means, the company shall be ordered to make rectification. In the event false statements regarding registered capital were made, the company shall also be fined no less than five percent but no more than fifteen percent of the amount of registered capital falsely stated. Furthermore, a company submitting false certificates or concealing material facts may be fined no less than RMB50,000 but no more than RMB500,000.

 

Pingtan Fishing was established in February 1998 with registered capital of RMB10,000,000 by three founders, Fujian Pingtan County Fishing Development Co., Fujian Pingtan County Shengfa Pingtan Fishing Co., Ltd. and Fujian Pingtan County Shunda Fishing Co., Ltd., all of whom made in-kind contributions to Pingtan Fishing. However, no information regarding any specific category of in-kind contribution was disclosed in the registration records of Pingtan Fishing in Pingtan County SAIC. Furthermore, no assessment report or materials regarding the title transfer for such in-kind contributions were disclosed in the registration record.

 

12

 

 

In September 2002, Fujian Pingtan County State-owned Asset Operation Co., Ltd., or Pingtan State-owned Co., a PRC state-owned enterprise, injected investment of non-currency property, which was half of its land-use right in an area in Pingtan County, at the price of RMB 7,000,000 and obtained 70% equity interest in Pingtan Fishing. However, the transfer procedure for such land-use rights has not been conducted, and the registered capital of Pingtan Fishing was never changed.

 

The local government authority for company registration has confirmed that since its establishment, no information record has been found regarding the violation of the applicable governmental company management laws by Pingtan Fishing. However, due to the lack of certain documents in the registration record of Pingtan Fishing, if the applicable company registration authority determines that Pingtan Fishing has had one or more deficiencies in its historical capital contributions, we may be subject to the fines.

 

Due to the historical defect in the state-owned equity interest transfer in Pingtan Fishing, we and Pingtan Fishing may be subject to a determination of invalidity of such equity interest transfer and may be liable for the applicable administrative liability.

 

According to the Provisional Regulations of Supervision and Administration of State-owned Assets in the Enterprise, promulgated by the State Council on May 27, 2003, and the Provisional Management Measure for the Transfer of the State-owned Equity in an Enterprise, promulgated by State-owned Assets Supervision and Administration Commission and Ministry of Finance on December 31, 2003, or collectively the State-owned Assets Regulations, the State-owned assets supervision and administration authority shall determine the matters of the transfer of its state-owned equity in an enterprise which it has invested. Furthermore, the sale of state-owned equity in a company by a state-owned entity shareholder must be approved by the governmental authority at the same ranking as that of the state-owned entity shareholder, provided that after the transfer, the state-owned entity may not hold more than 50% equity interest in such company.

 

On December 10, 2004, Fujian Yihai Investment Co., Ltd and Chen Cheng obtained all the equity interest in Pingtan Fishing by an equity interest transfer from the former shareholders, or the 2004 Equity Transfer, including Pingtan State-owned Co., and the registered capital of Pingtan Fishing increased to RMB25,000,000. A state-owned asset transfer was involved in the equity interest transfer, as Pingtan State-owned Co. is a state-owned company. According to State-owned Assets Regulations, such equity interest transfer should be determined by the Fuzhou municipal state-owned asset supervising authority and approved by the Fuzhou Municipal Government. However, the applicable approval was not obtained at the time of the 2004 Equity Transfer, which was only approved by the Pingtan County Government. According to the 1999 PRC Contract Law, a contract shall be null and void under any of the following circumstances: (1) a contract is concluded through the use of fraud or coercion by one party to damage the interests of the state; (2) malicious collusion is conducted to damage the interests of the state, a collective or a third party; (3) an illegitimate purpose is concealed, under the guise of legitimate acts; (4) public interests are damaged; or (5) a violation the compulsory provisions of the laws and administrative regulations. Currently, none of the violations described above have been found with regard to the equity transfer contract for the 2004 Equity Transfer. Given that the 2004 Equity Transfer has been confirmed by the Pingtan Government, Pingtan Fishing believes that it is unlikely that the transfer will be determined to be invalid. However, the government authority may reach a different conclusion, and we may face an order of rectification, which would be time-consuming, and our business operations may be adversely affected.

 

We may be subject to certain penalties due to Pingtan Fishing lacking various PRC certificates or licenses, and our business may be affected by the failure to renew some such certificates or licenses.

 

According to the PRC Fishing Vessels Inspection Regulation promulgated by PRC National Council in June 2003, if a fishing vessel operates without the Inspection Certificate after the applicable inspection process, such vessel may be confiscated by the relevant authority. The owner of a fishing vessel who does not apply for the required operation inspection for such vessel can be ordered to cease operations and apply for inspection within the time limit required by the relevant authority. In the event that a company fails to apply for an annual inspection, as ordered by the relevant authority, the company may be fined between RMB1,000 to RMB10,000, and the Annual Inspection Certificates held by the company may be temporarily suspended.

 

According to PRC Radio Management Regulations promulgated by the PRC National Council and PRC Centre Military Committee in September 1993, as well as the License of Radio Station Management Regulations promulgated by the Ministry of Industry and Information Technology in February 2009, a company that sets up or uses a radio station in a vessel must obtain a Radio Station License. Failing to do so may result in a fine of up to RMB5,000, and the radio station facilities may be confiscated.

 

The PRC is a member of 1973 International Pollution Prevention Convention, amended in 1978. According to the provisions of such convention and relevant PRC laws and regulations, the vessels owned by Pingtan Fishing should have Sewage Pollution Prevention Certificates. We may be subject to a fine of up to RMB200,000 once our vessels enter into PRC territorial seas due to lacking the certificate and relevant facilities for pollution prevention.

 

13

 

 

According to the PRC Fishery Management Regulation promulgated by the PRC Ministry of Agriculture in April 2003, in the event that an enterprise has not obtained a valid inspection certificate or any other applicable certificates, such company may be subject to penalties imposed by applicable governmental authorities. Furthermore, an enterprise carrying out its ocean fishery business without the approval of the MARA may be subject to penalties imposed by applicable governmental authority pursuant to applicable laws and regulations. The most serious penalty is permanent suspension of its fishing business operation.

 

In addition, under PRC laws and regulations, Pingtan Fishing is required to hold certain certificates or licenses in order to use its vessels to conduct fishing outside PRC territorial seas. Some of the certificates or licenses are subject to renewal on a regular basis. We may not be able to renew such certificates or licenses. Failure to renew such certificates or licenses may cause temporary or even permanent suspension of Pingtan Fishing’s operations, which would have adverse effects on our business and financial condition. In addition, we may face fines pursuant to the above-mentioned laws and regulations.

  

Pingtan Fishing has not bought the required social insurance for some of its employees and may be subject to fines imposed by the relevant governmental authority.

 

The PRC Social Insurance Law provides that the employers should apply for the social insurance registration to the social insurance authority for their employees within thirty days from the employment date. The employees should have the basic endowment insurance, basic medical insurance, work-related injury insurance, unemployment insurance and applicable maternity insurance for its employees. The premium of work-related injury insurance and maternity insurance should be paid by the employers, and the premium of the other three kinds of insurance should be paid by the employees and employers jointly. Employers who have not managed the application of social insurance registration in time may be ordered by the social insurance authority to make the rectification and may be fined twice or triple the unpaid premium for any delay in such rectification. Employers who have not paid the premium of applicable social insurance for their employees should be ordered to make the payment in time and be charged an overdue fine in the amount of 5/10,000 per day of the unpaid premium from the due date, and, if they have not paid in time as required by such order, may be fined for an amount of twice to triple the unpaid premium. Furthermore, employers have an obligation to withhold the premium of endowment insurance, medical insurance and unemployment insurance for their employees and should be charged 5/10,000 per day of the overdue withholding premium by the social insurance authority. Due to this lack of insurance, we may be subject to the overdue payments and fines and in turn our financial condition and results of operations may be adversely affected. We are actively endeavoring to purchase social insurance for these employees and taking other remedial action. However, such actions may not be completed on a timely basis, or at all, and may not avoid fines or other penalties. As of December 31, 2021, there had been no fines or penalties requested by the social insurance authority. Per our estimation, approximately US$10.9 million for social insurance has been accrued as of December 31, 2021.

  

We may be subject to fines for the violation of Fishing Management Regulations.

 

PRC laws set forth rigorous standards for the amount and qualification of the seamen serving on vessels. The applicable laws include, among other things, the 1983 PRC Navigation Safety Act, Provisions for Administration of Pelagic Fishery which was promulgated by MARA on April 14, 2003, the PRC Seamen Regulations which was promulgated by State Council on March 28, 2007, Fishing Port Navigation Safety Management Regulations, which was promulgated by the State Council on May 5, 1989, and Provisions of the PRC on Marine and Maritime Administrative Penalty which was promulgated by Ministry of Communications on July 10, 2003. All these laws and regulations, collectively referred to as the Fishing Management Regulations, provide that the vessels should be equipped with qualified seamen, in a number required by the standard criteria to ensure the safety of such vessels and the seamen in Pingtan Fishing’s vessels should be trained by the professional training institution permitted by MARA and hold a Professional Sailor Certificate and the Professional Training Qualification. Furthermore, the owners of the Pingtan Fishing’s enterprises must apply for a Seafarer’s Passport for the seamen on their vessels and the seamen in the voyage or assisting with marine engine work must have a Certificate of Competence. The owner or operator of the vessel may be ordered to rectify the failure to equip vessels with qualified seaman according to the standard quota to ensure the vessels’ safety. Should there be any related gains, the owner or operator of the vessel is subject to a fine of not more than three times the related gains and up to RMB30,000 for such violation or for the seamen on such vessels lacking valid Certificates of Competence. 

 

Pingtan Fishing has not historically had procedures in place to ensure its vessels are equipped with sufficient qualified crews who have the Seafarer’s Passport and Certificate of Job Qualification or other certificates required by applicable Fishing Management Regulations to ensure the safety of such vessels. Accordingly, we may be subject to fines for such violations.

 

14

 

 

Pingtan Fishing has not made past housing fund payments for and on behalf of its employees, and we may be required to make such payments and be subject to fines or penalties.

 

Under the Administrative Regulation on Housing Provident Fund, an employer must make a housing fund payment, deposit registration upon its establishment and pay the housing fund for and on behalf of its employees at a percentage between 5% and 12% of the respective employee’s monthly average wage of the preceding year. If an employer fails to make the housing fund payment and deposit registration, the housing fund administration authority may order it to complete the registration within a time limit or be assessed a fine of RMB10,000 to RMB50,000. Due to inconsistent implementation and interpretation by local authorities in the PRC and different levels of acceptance of the social security system by employees, Pingtan Fishing has not made sufficient housing fund payment and deposit registration or paid the housing fund for and on behalf of its employees. In the future, we may be required to make housing fund payments for both late fees and fines for non-compliance. In 2021, the amount of housing fund payment is estimated to be approximately US$1.1 million.

 

PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from financing Pingtan Guansheng.

 

Any funds we transfer to Pingtan Guansheng Ocean Fishing Co., Ltd. (“Pingtan Guansheng”), either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested enterprises in China, capital contributions to Pingtan Guansheng are subject to the approval of MOFCOM or its local branches and registration with other governmental authorities in China. In addition, (a) any foreign loan procured by Pingtan Guansheng is required to be registered with SAFE or its local branches, and (b) Pingtan Guansheng may not procure loans that exceed the difference between its registered capital and its total investment amount as approved by MOFCOM or its local branches. Any medium- or long-term loan to be provided by us to Pingtan Guansheng must be approved by the National Development and Reform Commission and SAFE or its local branches. We may be unable to obtain these government approvals or complete such registration on a timely basis, if at all, with respect to capital contributions or foreign loans by it to its PRC subsidiaries. If we fail to receive such approvals or complete such registration, the ability to fund our PRC operations may be negatively affected, which could adversely affect our liquidity and ability to fund and expand our business.

 

On August 29, 2008, SAFE promulgated the Circular on Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142. SAFE Circular 142 provides that any Renminbi capital converted from registered capital in foreign currency of a foreign-invested enterprise may only be used for purposes within the business scopes approved by PRC governmental authority, and such Renminbi capital may not be used for equity investments within the PRC unless otherwise permitted by the PRC law. In addition, SAFE strengthened its oversight of the flow and use of the Renminbi capital converted from registered capital in foreign currency of a foreign-invested enterprise. The use of such Renminbi capital may not be changed without SAFE approval, and such Renminbi capital may not, in any case, be used to repay Renminbi loans if the proceeds of such loans have not been utilized. Any violation of SAFE Circular 142 could result in severe monetary or other penalties. As a result, after the consummation of the business combination, we will be required to apply Renminbi funds converted within the business scope of Pingtan Guansheng. SAFE Circular 142 significantly limits our ability to transfer the net proceeds from our prior or future offering of additional equity securities to Pingtan Guansheng or invest in or acquire any other companies in the PRC. On November 19, 2010, SAFE promulgated the Circular on the Policy of further Improvement and Adjustment of the Administration of the Direct Investment by Foreign Currency, or SAFE Circular 59, requiring SAFE to closely examine the authenticity of settlement of net proceeds from offshore offerings. In particular, it is specifically required that any net proceed settled from offshore offerings shall be applied in the manner described in the offering documents. On November 9, 2011, SAFE promulgated the Notice on Relevant Issues Concerning Further Defining and Managing Part of the Foreign Currency Business in Capital Projects, or SAFE Circular 45. SAFE Circular 45 further provides that a foreign-investment enterprise should not use the Renminbi capital converted from registered capital in foreign currency in the equity investment. Due to the fact that the business scope of Pingtan Guansheng does not include equity investment, according to the aforementioned regulations, Pingtan Guansheng may not use Renminbi converted from foreign currency-denominated capital for purposes of an equity investment, and it must use such capital within its business scope, such as the sales of aquatic products or import and export of various commodities and technologies. Therefore, SAFE Circulars 142, 59 and 45 may significantly limit our ability to convert, transfer and use the net proceeds from our prior or any future offering of equity securities in China, which may adversely affect our business, financial condition and results of operations.

 

15

 

 

Risks Related to Our Securities

 

If we fail to comply with the continued listing requirements of Nasdaq, we would face possible delisting, which would result in a limited public market for our ordinary shares and make obtaining future debt or equity financing more difficult for us.

 

Our ordinary shares are currently listed for trading on the Nasdaq Capital Market under the symbol “PME”. The Nasdaq Capital Market may delist our ordinary shares from trading on its exchange for failure to meet the continued listing standards.

 

As previously disclosed, our Company received delinquency notification letters from Nasdaq in relation to our delinquent in filing the annual report on Form 10-K for the fiscal year ended December 31, 2020 and quarterly reports on Form 10-Q for the periods ended March 31, 2021 and June 30, 2021, respectively. We have filed the annual report and quarterly reports and regained compliance in this regard.

 

On December 10, 2021, we filed a report of foreign private issuer on Form 6-K, under which we determined that we qualify as a “foreign private issuer” as defined under Rule 3b-4 of the Exchange Act, and by furnishing such report, we had begun reporting under the Exchange Act as a foreign private issuer.

 

Additionally, on June 30, 2021, our Company received a notice from Nasdaq notifying us that the bid price for our Company’s ordinary shares for the last 30 consecutive business days had closed below the minimum $1.00 per share required for continued listing under Nasdaq Listing Rule 5550(a)(2). The notification letter does not result in the immediate delisting of our securities. We may regain compliance with the continued listing standards by June 27, 2022. If at any time before June 27, 2022, the closing bid price per ordinary share is at least US$1.00 for a minimum of 10 consecutive business days, Nasdaq will provide us with a written confirmation of compliance and the matter will be closed.

 

We have not regained compliance with the minimum bid price requirement as of the date of annual report. We are closely monitoring the bid price of our ordinary shares, and may consider available options to achieve compliance. However, we cannot assure you that we will be able to regain compliance with the minimum bid price requirement in a timely manner. If we fail to regain compliance by June 27, 2022, we may be subject to delisting, or, subject to certain conditions, transfer the listing of our ordinary shares to the over-the-counter market. The delisting of our ordinary shares or transfer of listing may significantly reduce the liquidity of our ordinary shares, cause further declines to the market price of our ordinary shares, and make it more difficult for us to obtain adequate financing to support our continued operation.

 

If our ordinary shares were delisted from the Nasdaq Capital Market, we and our shareholders could face significant material adverse consequences, including:

 

  limited availability of market quotations for our ordinary shares;
     
  the determination that our ordinary shares are a “penny stock” would require brokers trading in our ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our ordinary shares;

 

  limited amount of analyst coverage; and
     
  our decreased ability to issue additional securities or obtain additional financing in the future.

 

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Our shares will be prohibited from trading in the United States under the HFCA Act in 2024 if the PCAOB is unable to inspect or fully investigate our auditors, or as early as 2023 if proposed changes to the law are enacted. The delisting of our shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.

 

The HFCA Act, which was signed into law on December 18, 2020, states that if the SEC determines that we have filed audit reports issued by a registered public accounting firm that has not been subject to inspection for the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit our shares from being traded on a national securities exchange or in the over-the-counter trading market in the United States. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. Our financial statements contained in the annual report on Form 20-F for the fiscal year ended December 31, 2021 have been audited by an independent registered public accounting firm that is not among the PCAOB-registered public accounting firms headquartered in the PRC or Hong Kong subject to PCAOB’s determination on December 16, 2021 of having been unable to inspect or investigate completely (the “Determination”). Furthermore, we have not been identified by the SEC as a commission-identified issuer under the Holding Foreign Company Accountable Act (“HFCA Act”) as of the date of this annual report.

 

However, whether the PCAOB will be able to conduct inspections of our auditor before the issuance of our financial statements on Form 20-F for the year ending December 31, 2023, which is due by April 30, 2024, or at all, is subject to substantial uncertainty and depends on a number of factors out of our, and our auditor’s control. If it is later determined that the PCAOB is unable to inspect or investigate our auditor completely, or if there is any regulatory change or step taken by PRC regulators that does not permit our auditor to provide audit documentations located in China or Hong Kong to the PCAOB for inspection or investigation, or the PCAOB expands the scope of the Determination so that we are subject to the HFCA Act, as the same may be amended, you may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected or investigated by the PCAOB, or a lack of PCAOB inspections or investigations of audit work undertaken in China that prevents the PCAOB from regularly evaluating our auditors’ audits and their quality control procedures, could result in a lack of assurance that our financial statements and disclosures are adequate and accurate.

 

If our shares are prohibited from trading in the United States, the impact on the market for our shares outside the United States is highly uncertain, and we cannot guarantee that we will be able to list on additional non-U.S. exchanges to facilitate the trading in our securities. The prohibition would substantially impair your ability to sell or purchase our shares when you wish to do so, and the risk and uncertainty associated with delisting would have a negative impact on the price of our shares. Such prohibition would also significantly affect our ability to raise capital on terms acceptable to us, or at all, which would have a material adverse impact on our business, financial condition, and prospects.

 

On June 22, 2021, the U.S. Senate passed a bill, proposing to reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two years. On February 4, 2022, the U.S. House of Representatives passed a bill that contained, among other things, an identical provision. If this provision is enacted into law and the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act is reduced from three years to two years, then our shares could be prohibited from trading in the United States as early as 2023.

 

Moreover, the recent developments would add uncertainties to our filings and we cannot assure you whether the Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. In addition, any additional actions, proceedings, or new rules resulting from these efforts to increase U.S. regulatory access to audit information could create some uncertainty for investors, the market price of our ordinary shares could be adversely affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement or being required to engage a new audit firm, which would require significant expense and management time.

 

17

 

 

Our corporate actions are substantially controlled by our officers, directors and principal shareholders and their affiliated entities.

 

Our controlling shareholder and Chairman and CEO, Mr. Xinrong Zhuo, owns approximately 52.8% of our issued and outstanding shares. He would control matters requiring approval by our shareholders, including the election of directors and the approval of mergers or other business combination transactions, and he may not act in the best interests of minority shareholders. This concentration of ownership may also discourage, delay or prevent a change in control of us, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our Company. These actions may be taken even if they are opposed by our other shareholders.

 

Our management has determined that our Company’s disclosure control and procedures and internal control over financial reporting were not effective at fiscal year-end.

 

We are subject to reporting obligations under U.S. securities laws. The SEC, as required under Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring every public company to include a management report on such company’s internal control over financial reporting in its annual report, which contains management’s assessment of the effectiveness of the company’s internal control over financial reporting. Our management has concluded that our internal control over financial reporting was not effective as of December 31, 2021. However, management believes that despite our material weakness, our consolidated financial statements for the year ended December 31, 2021 are fairly stated, in all material respects, in accordance with U.S. GAAP.

 

The material weakness that we identified related to failing to maintain a sufficient complement of personnel with an appropriate level of experience and training in the application of U.S. GAAP commensurate with our financial reporting requirements. We are actively engaged in remediation activities designed to address the material weakness, but our remediation efforts are not complete and are ongoing. We are in the process of performing an assessment of our financial organization to determine the sufficiency of resources with the appropriate level of knowledge, experience and training commensurate with our internal controls and executing any recommendations arising from the assessment; evaluating the need for the establishment of effective internal audit functions including the consideration of outsourcing the function to an outside party; expanding our accounting staff through actively recruiting for open positions and anticipate hiring additional qualified accounting and financial reporting personnel; and re-training our current accounting staff regarding risks, controls and maintaining adequate evidence.

 

Until we are able to remediate the material weaknesses identified above, such material weaknesses may materially and adversely affect our ability to accurately report our financial condition and results of operations in the future in a timely and reliable manner. In addition, although we review and evaluate our internal control systems to allow management to report on the effectiveness of our disclosure controls and procedures and the sufficiency of our internal control over financial reporting, we cannot assure you that we will not discover additional weaknesses in the future or that any corrective actions taken to remediate issues identified during the course of an assessment will be effective. Any such additional weaknesses or failure to remediate any existing weaknesses could materially adversely affect our financial condition or ability to comply with applicable financial reporting requirements. This could in turn result in the loss of investor confidence in the reliability of our financial statements and negatively impact the trading price of our shares. Furthermore, we have incurred and may need to incur additional costs and use additional management and other resources in an effort to comply with Section 404 of the Sarbanes-Oxley Act and other requirements going forward.

 

We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

 

Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

 

the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;

 

the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

 

the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

 

the selective disclosure rules by issuers of material nonpublic information under Regulation FD.

 

We are required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our results on a quarterly basis through press releases, distributed pursuant to the Nasdaq Stock Market Rules. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information, which would be made available to you, were you investing in a U.S. domestic issuer.

 

18

 

 

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with Nasdaq corporate governance listing standards.

 

As a Cayman Islands exempted company listed on Nasdaq, we are subject to Nasdaq corporate governance listing standards. However, the Nasdaq Stock Market Rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from Nasdaq corporate governance listing standards. For instance, we are not required to: (1) have a majority of the board be independent; (2) have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors; or (3) have regularly scheduled executive sessions with only independent directors each year. We intend to rely on some of these exemptions. As a result, you may not be provided with the benefits of certain corporate governance requirements of the Nasdaq Capital Market.

 

Shareholders may face difficulties in protecting their interests, and their ability to protect their rights through the United States federal courts may be limited because we are incorporated under Cayman Islands law, we conduct substantially all of our operations in China, and most of our directors and officers reside outside the United States.

 

We are incorporated in the Cayman Islands and conduct substantially all of our operations in China through our PRC subsidiaries. Most of our directors and officers reside outside the United States and a substantial portion of their assets are located outside of the United States. As a result, it may be difficult or impossible for our shareholders to bring an action against us or these individuals in the Cayman Islands or in China in the event that you believe that your rights have been infringed under the securities laws or otherwise. Even if shareholders are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers.

 

Compliance with rules and requirements applicable to public companies will cause us to incur additional costs, and any failure by us to comply with such rules and requirements could negatively affect investor confidence in us and cause the value of our securities to decline.

 

As a public company, we are incurring significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act, as well as rules adopted by the SEC, has required changes in the corporate governance practices of public companies. We expect these rules and regulations to increase our legal, accounting and financial compliance costs and to make certain corporate activities more time-consuming and costly. Complying with these rules and requirements may be especially difficult and costly for us because we may have difficulty locating sufficient personnel in China with experience and expertise relating to U.S. GAAP and United States public company reporting requirements, and such personnel may command high salaries. If we cannot employ sufficient personnel to ensure compliance with these rules and regulations, we may need to rely more on outside legal, accounting and financial experts, which may be very costly.

 

The trading price of our ordinary shares is likely to be volatile, which could result in substantial losses to investors.

 

The trading price of our ordinary shares is likely to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, such as the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States. A number of Chinese companies have listed or are in the process of listing their securities on U.S. stock markets. The securities of some of these companies have experienced significant volatility, including price declines in connection with their initial public offerings. The trading performances of these Chinese companies’ securities after their offerings may affect the attitudes of investors toward Chinese companies listed in the United States in general and consequently may impact the trading performance of our ordinary shares, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or matters of other Chinese companies may also negatively affect the attitudes of investors towards Chinese companies in general, including us, regardless of whether we have conducted any inappropriate activities. Furthermore, securities markets may from time to time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material and adverse effect on the trading price of our ordinary shares.

 

In addition, the price and trading volume for our ordinary shares may be highly volatile for a number of other factors, including the following:

 

our progress in developing and commercializing our products;

 

announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

 

the impact of government regulations on our products and industry;

 

the potential sale of a large volume of our ordinary shares by shareholders;

 

our quarterly operating results;

 

changes in financial estimates by securities analysts;

 

detrimental adverse publicity about us, our products, our competitors or our industry;

 

fluctuation of exchange rates; and

 

potential litigation or regulatory investigations.

 

Any of these factors may result in large and sudden changes in the volume and price at which our ordinary shares will trade.

 

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In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

 

Techniques employed by short sellers may drive down the market price of our ordinary shares.

 

Short selling is the practice of selling securities that the seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.

 

Public companies listed in the United States that have a substantial majority of their operations in China have been the subject of short selling. Much of the scrutiny and negative publicity has centered on allegations of a lack of effective internal control over financial reporting resulting in financial and accounting irregularities and mistakes, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result, many of these companies are now conducting internal and external investigations into the allegations and, in the interim, are subject to shareholder lawsuits and/or SEC enforcement actions.

 

We have become, and may in the future be, the subject of unfavorable allegations made by short sellers. Any such allegations may be followed by periods of instability in the market price of our ordinary shares and negative publicity. If and when we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable federal or state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming and could distract our management from growing our business. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact our business operations and shareholders’ equity, and the value of any investment in our ordinary shares could be greatly reduced or rendered worthless.

 

We may sell equity securities in the future, which would cause dilution.

 

We may sell equity securities in the future to obtain funds for general corporate or other purposes. We may sell these securities at a discount on the market price. Any future sales of equity securities will dilute the holdings of existing holders of our ordinary shares, possibly reducing the value of their investment.

 

If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our ordinary shares adversely, the price and trading volume of our securities could decline.

 

Securities and industry analysts do not currently, and may never, publish research on us. If securities or industry analysts do not publish or cease publishing research or reports about us, our business, or our market, or if they change their recommendations regarding our ordinary shares adversely, the price and trading volume of our securities could decline. The trading markets for our securities will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. If no securities or industry analysts commence coverage of us, the market price and trading volume of our securities would likely be negatively impacted. If any of the analysts who may cover us change their recommendation regarding our securities adversely, or provide more favorable relative recommendations about our competitors, the price of our securities would likely decline. If any analyst who may cover us were to cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume of our securities to decline.

 

We may be classified as a passive foreign investment company for United States federal income tax purposes, which could result in adverse United States federal income tax consequences to United States investors in our ordinary shares.

 

We will be classified as a “passive foreign investment company,” or PFIC, if, for any particular fiscal year, either (1) 75.0% or more of our gross income for such year consists of certain types of passive income, or (2) 50.0% or more of the average quarterly value of our assets during such year produce or are held for the production of passive income. Although the law in this regard is unclear, we treat our affiliated entities as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their results of operation in our financial statements. Assuming that we are the owner of our affiliated entities for United States federal income tax purposes, and based upon our historical and current income and assets, we do not believe that we were classified as a PFIC for the fiscal year ended December 31, 2021, and we do not expect to be classified as a PFIC for the current fiscal year.

 

The determination of whether we are or will become a PFIC will depend upon the composition of our income (which may differ from our historical results and current projections) and assets and the value of our assets from time to time, including, in particular, the value of our goodwill and other unbooked intangibles (which may depend upon the market value of our ordinary shares from time-to-time and may be volatile). Among other matters, if our market capitalization declines or does no increase, we may be classified as a PFIC for the current fiscal year or future fiscal years. It is also possible that the IRS, may challenge our classification or valuation of our goodwill and other unbooked intangibles, which may result in our company being, or becoming classified as, a PFIC for the current or future taxable years. It is also possible that the IRS may challenge our classification or valuation of our goodwill and other unbooked intangibles, which may result in our company being, or becoming classified as, a PFIC for the current or one or more future taxable years.

 

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While we do not expect to become a PFIC in the current fiscal year, the determination of whether we will be or become a PFIC may also depend, in part, on how, and how quickly, we use our liquid assets and cash. Under circumstances where we retain significant amounts liquid assets including cash, our risk of being classified as a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, we cannot assure you that we will not be a PFIC for the current taxable year or any future taxable year.

 

If we are classified as a PFIC in any taxable year, a U.S. Holder (as defined in “Item 10. Additional Information—E. Taxation—United States Federal Income Taxation”) may incur significantly increased United States federal income tax on gain recognized on the sale or other disposition of our ordinary shares and on the receipt of distributions on our ordinary shares to the extent such gain or distribution is treated as an “excess distribution” under the United States federal income tax rules, and such holders may be subject to burdensome reporting requirements. Further, if we are classified as a PFIC for any year during which a U.S. Holder holds our ordinary shares, we generally will continue to be treated as a PFIC for all succeeding years during which such U.S. Holder holds our ordinary shares. For more information, see “Item 10. Additional Information—E. Taxation—United States Federal Income Taxation.”

 

ITEM 4. INFORMATION ON THE COMPANY

 

A. History and development of the company

 

China Equity Growth Investment Ltd. (“CGEI”) was incorporated in the Cayman Islands as an exempted limited liability company and a blank check company on January 18, 2010 and changed its name to Pingtan Marine Enterprise Ltd. in February 2013.

 

China Dredging Group Co., Ltd (“CDGC” or “China Dredging”) and Merchant Supreme Co., Ltd (“Merchant Supreme”) are limited liability companies incorporated on April 14, 2010 and June 25, 2012, respectively, in the British Virgin Islands (“BVI”).

 

China Dredging, through its PRC variable interest entity, Fujian Xinggang Port Service Co., Ltd (“Fujian Service”), provided specialized dredging services exclusively to the PRC marine infrastructure market and was, based on the number and capacity of the dredging vessels it operated, one of the leading, non-state-owned providers of such services in the PRC.

 

Merchant Supreme, through its former PRC variable interest entity, Pingtan Fishing engaged in ocean fishery with its fleet of self-owned vessels and vessels with exclusive operating license rights within the Indian Exclusive Economic Zone (“EEZ”) and Arafura Sea of Indonesia till 2015.

 

CGEI and CDGC entered into the Merger Agreement dated October 24, 2012, providing for the combination of CGEI and CDGC. CGEI also acquired all of the outstanding capital shares and other equity interests of Merchant Supreme as per the Share Purchase Agreement dated October 24, 2012. Following the completion of the business combination on February 25, 2013, CDGC and Merchant Supreme became wholly-owned subsidiaries of our Company (the “Business Combination”). The ordinary shares of our Company, par value $0.001 per share were listed on the Nasdaq Capital Market under the symbol “PME”. 

 

In order to place increased focus on the fishing business and pursue more effective growth opportunities, we decided to exit and sell the specialized dredging services operated by China Dredging, and we completed the sale of CDGC and its subsidiaries on December 4, 2013.

 

On February 9, 2015, our Company terminated its then existing variable interest entity agreements, pursuant to an Agreement of Termination dated February 9, 2015, entered into by and among Ms. Honghong Zhuo, Mr. Zhiyan Lin (each a shareholder of Pingtan Fishing at the relevant time, and together the “Pingtan Fishing’s Shareholders”), Pingtan Fishing and Pingtan Guansheng Ocean Fishing Co., Ltd. (“Pingtan Guansheng”). On February 9, 2015, the Pingtan Fishing’s Shareholders transferred 100% of their equity interest in Pingtan Fishing to Fujian Heyue Marine Fishing Development Co., Ltd. (“Fujian Heyue”), pursuant to an Equity Transfer Agreement dated February 9, 2015, entered into by and among the Pingtan Fishing’s Shareholders, Pingtan Fishing and Fujian Heyue. On February 15, 2015, China Agriculture Industry Development Fund Co., Ltd. (“China Agriculture”) invested RMB400 million (approximately US$65 million) into Pingtan Fishing for an 8% equity interest in Pingtan Fishing. After the restructuring transactions described above, Pingtan Fishing and its entities became the 92% equity-owned subsidiaries of our Company and was no longer a variable interest entity.

 

On January 14, 2022, China Agriculture sold all its equity interests in Pingtan Fishing to two unrelated parties, namely, Wuxi Kingway Technology Co., Ltd. and Hefei Bitu Technology Co., Ltd.

 

Our principal executive office is located at 18-19/F, Zhongshan Building A, No. 154 Hudong Road, Fuzhou, zip code 350001, China. Our principal phone number is (86) 591-8727-9999. Our registered office in the Cayman Islands is located at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our website is https://www.ptmarine.com/. The information contained on our website is not a part of this annual report.

 

For information regarding our principal capital expenditures, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures.”

 

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B. Business Overview

 

Our Business

 

We are a marine enterprise group primarily engaging in ocean fishing through our operating subsidiary, Pingtan Fishing, which is organized in the People’s Republic of China (“PRC”). We carry out marine fishing operations in the international waters and the approved waters in access fishing countries with many of our owned vessels or licensed vessels for which we have exclusive operating license rights. We provide high-quality seafood to a diverse group of customers including distributors, restaurant owners and exporters in the PRC.

 

We initially had a fishing fleet of 40 vessels in 2013. By June 2015, we expanded the number of vessels to 135 through the construction of three new vessels, the purchase of 72 licensed vessels and the acquisition of 20-year exclusive operating rights to 20 vessels. Our fishing fleet consists of vessels of diversified fishing methods, including trawling, drift netting, light luring seine, longline fishing and squid jigging.

 

From 2017 to 2018, we purchased two refrigerated transport vessels and four squid jigging vessels. Of those vessels, the renovation of two transport vessels and two squid jigging vessels were completed in subsequent years and were deployed to international waters. The ownership transfer of the remaining two vessels has not completed yet, but our Company is entitled to 100% of the operations and net profits (losses) from the vessels.

 

In April 2018, 27 vessels received approval from the Ministry of Agriculture and Rural Affairs of the PRC (“MARA”) to operate in international waters after the completion of modification and rebuilding projects. The 27 fishing vessels were modified and rebuilt into 20 squid jigging vessels and seven light luring seine vessels and have been deployed for operation in late 2018 and early 2019.

 

In 2019, our Company had 30 fishing vessels that received approval from the MARA to operate in international waters after completion of modification and rebuilding. The 30 vessels were rebuilt and modified into 15 squid jigging vessels and 15 seine vessels. The renovation of the 30 vessels was completed in 2019, and these vessels were deployed to international waters for operation.

  

In 2020, our Company had 11 fishing vessels that received approval from the MARA to operate in international waters after completion of modification and rebuilding. The 11 vessels were rebuilt and modified into 10 squid jigging vessels and one refrigerated transport vessel. The renovation of the 11 vessels was completed in 2020 and these vessels were deployed to international waters for operation. In addition, in 2020, 20 more vessels also received approval from MARA to operate in international waters after the completion of modification and rebuilding projects. The 20 vessels were going to be modified and rebuilt into 20 seine vessels.

 

In 2021, 20 vessels had completed the modification and rebuilding in batches. On December 27, 2021, we and Huanghai Shipbuilding Co., Ltd. (“Huanghai”) entered into a termination agreement, specifying that Huanghai would cease the building of a krill fishing vessel and return all amount paid by us at approximately RMB587.3 million (US$92.1 million).

 

We catch nearly 20 different species of fish, including Argentina squid, Indian Ocean squid, Sardine and Peru squid. All of our catch is shipped back to the PRC. We arrange chartered transportation ships to deliver frozen stocks to cold storage warehouses located in Mawei and Pingtan, Fujian province. We also purchase and sell Argentina squid and shrimp.

 

We derive our revenue primarily from the sale of frozen seafood products. We sell our products directly to customers, including seafood processors, distributors, restaurant owners and exporters. Most of our customers have long-term, cooperative relationships with us. Our existing customers also introduce new customers to us from time to time. In July 2017, we started strategic cooperation with an e-commerce platform to sell our fish products directly to consumers online. Based on past experiences, demand for seafood products is the highest from December to January, during the Chinese New Year. We believe that our profitability and growth are dependent on our ability to deploy our vessels to new fishing grounds and our ability to expand our customer base.

 

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Operations

 

Harvesting Operations

 

The fishing vessels can carry up to one month of supplies. The captains of the vessels utilize sophisticated technology to identify, among other things, fishing areas, time to cast and draw in the nets, vessel speed and sailing direction allowing the vessels to optimize the catch and resource value. Nearby fishing groups share real-time fishing information through wireless radio equipment. The catch is separated based on species and sizes and is frozen immediately. Once the storage of a fishing vessel is at capacity, the catch is shipped to our cold storage facility located in Mawei.

 

Cold Storage

 

Fish are stored separately according to different species and sizes for best practices of cold storage management, goods selectivity and delivery.

 

We have secured several cold storage facilities located in Maiwei and Pingtan, Fujian Province. Mawei seafood market is one of the PRC’s largest seafood trading centers. The monthly rent for cold storage is RMB55 (US$8.6) per square meter, and the leases are renewable annually. The following table sets forth information regarding the cold storages facilities we rent as of December 31, 2021:

 

   Monthly 
Cold Storage  rent (US$) 
Jingfu#201-202   15,500 
Jingfu#203-204   15,500 
Jingfu#301-302   15,500 
Jingfu#403-404   15,500 
Jingfu#501-502   15,500 
Jingfu#503-504   15,500 
Jingfu#601-602   15,500 
Jingfu#603-604   15,500 
Jingfu#701-702   15,500 
Jingfu#703-704   15,500 
Total  $155,000 

 

We also rent cold storage facilities on a temporary basis depending on the quantity of fish, in which case the rent is calculated based on the weight of the fish and the days of storage.

 

Sales, Marketing and Distribution

 

We market, sell and distribute products all over China, including the Fujian, Shandong and Zhejiang provinces. Argentina squid, Indian Ocean squid, South American white shrimp, Sardine and Peru squid were the main types of seafood sold for the year ended December 31, 2021, representing approximately 76% of our sales.

 

As of December 31, 2021, we sold our fish to over 100 distributors and retailers by acting as a wholesaler. We serve a wide customer base, and two customers accounted for more than 10% of our sales for the year ended December 31, 2021.

 

Vessels

 

As of December 31, 2021, we owned 51 squid jigging vessels, 26 trawlers, 25 seine vessels, 13 drifters, four longline fishing vessels, and three transport vessels and had exclusive operating license rights to 20 seine vessels.

 

Among the 142 vessels, 100 were located in international waters, 12 were located in the Bay of Bengal in India, 13 were located in the PRC, and 17 were located in the Arafura Sea in Indonesia and not in operation.

 

See Note 2 of the Report of the Independent Registered Public Accounting Firm of this annual report for a discussion of the impairment of long-lived assets.

 

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Business Strategy

 

We are committed to developing our business to become a global, integrated seafood company. We plan to enlarge our fishing fleet in the next few years through organic growth and acquisition opportunities of potential targets, domestically and abroad.

 

We are actively seeking opportunities to expand to other fishing grounds worldwide, including North America, South America and the high seas, which will further diversify the fish types we harvest. We are also planning to expand our operations to fish processing and trading businesses.

 

Competition

 

As vessels with access to the pelagic fishing operations are restricted to a limited number, we believe that competition within our designated fishing areas is not significant.

 

Competition in the consumer market in China is high as fish compete with other sources of protein. We also compete with other fishing companies which offer similar and varied products. There is significant demand for fish in the Chinese market. Our catch appeals to a wide segment of consumers because of the low price points of our products. We have generally been able to sell our catch at market prices.

 

Seasonality

 

In most waters where our vessels operate, autumn and winter are the seasons when the harvest is most productive, and summer is relatively a low season. In addition, our annual catches are affected by a number of unpredictable factors, such as weather patterns and fish migration, which are likely to vary from year to year.

 

Properties and Facilities

 

 Our principal executive offices are located at 18-19/F, Zhongshan Building A, No. 154 Hudong Road, Fuzhou, PRC. On July 2, 2018, we entered into an office lease agreement with Ping Lin, the wife of Xinrong Zhuo, our Company’s Chairman and Chief Executive Officer, for approximately 100 square meters of space. On July 30, 2021, we renewed the lease with Ping Lin on the same terms with a new contract expiring on December 31, 2023. Annual lease payments were approximately US$13,100 in 2021.

 

On March 1, 2018, we entered into lease agreements for the use of premises of approximately 194 square meters located at Suites 5201-3, 52/F, The Center, 99 Queen’s Road Central, Central, Hong Kong, as our office. On December 9, 2020, the agreements were renewed to February 28, 2023 under the same conditions. We incurred and paid approximately US$460,000 in 2021.

 

We lease secured several cold storages facilities located in one of the PRC’s largest seafood trading centers, the Mawei seafood market. See “—B. Business Overview—Operations—Cold Storage.”

 

We believe that our current offices and facilities are adequate to meet our needs, and that additional facilities will be available for lease, if necessary, to meet our future needs.

 

Legal Proceedings

 

From time to time, we are subject to legal proceedings, investigations and claims during the ordinary course of our business. Except as disclosed below, we are not a party to any litigation the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material adverse effect on our business, results of operations or financial condition.

 

As previously disclosed by the Company, the United States Securities and Exchange Commission (“SEC”) has initiated an investigation of the Company. The SEC issued a document request and subpoena for a variety of documents and other information relating to a range of matters. We are cooperating with the SEC in its investigation. The Company can offer no assurances as to the outcome of this investigation or its potential effect on the Company or its results of operations.

 

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Regulations

 

PRC Regulations on Fisheries

 

We operate our business in China under a legal regime consisting of the National People’s Congress, which is the country’s highest legislative body, the State Council, which is the highest authority of the executive branch of the PRC central government, and several ministries and agencies under its authority, including the MOE, the Ministry of Industry and Information Technology, the State Administration for Market Regulation, the Ministry of Civil Affairs and their respective local offices. The section summarizes the principal PRC regulations related to our business.

 

The Fisheries Law of the PRC, issued by the Standing Committee of the National People’s Congress on January 20, 1986, imposes a license system for fishing in China. A fishing license can only be issued when the following requirements are met: (1) that the fishing vessel inspection certificate has been granted; (2) that the fishing vessel registry certificate has been granted; and (3) that the other requirements imposed by the administrative department for fisheries under the State Council have been met.

 

According to the PRC Fishery Management Regulation promulgated by the PRC Ministry of Agriculture in April 2003, in the event that an enterprise has not obtained a valid inspection certificate or any other applicable certificates, it may be subject to penalties by the applicable governmental authority. Furthermore, an enterprise carrying out its ocean fishery business without the approval of the MARA may be subject to penalties by the applicable governmental authority pursuant to relevant laws and regulations. The most serious penalty is a permanent suspension of its fishing business operation.

 

According to the PRC Fishing Vessels Inspection Regulation promulgated by the State Council in June 2003, if a fishing vessel operates without the inspection certificate after the applicable inspection process, such vessel may be confiscated by the relevant authority. The owner of a fishing vessel who does not apply for the required operation inspection for such vessel can be ordered to cease operations and apply for inspection within the time limit required by the relevant authority. In the event that a company fails to apply for an annual inspection, as ordered by the relevant authority, the company is subject to a fine between RMB1,000 to RMB10,000, and the annual inspection certificates held by the company may be temporarily suspended.

 

According to the PRC Radio Management Regulations promulgated by the State Council and Central Military Committee of the PRC in September 1993, and the License of Radio Station Management Regulations promulgated by the Ministry of Industry and Information Technology in February 2009, a company that sets up or uses a radio station in a vessel must obtain a radio station license. Failing to do so will result in a fine of up to RMB5,000, and the radio station facilities will be confiscated.

 

The PRC is a member of the 1973 International Pollution Prevention Convention (the “Convention”), as amended in 1978. According to the Convention and relevant PRC laws and regulations, the vessels owned by Pingtan Fishing should have sewage pollution prevention certificates. We could be subject to a fine of up to RMB200,000 once our vessels enter into PRC territorial seas if we lack the certificate and relevant facilities for pollution prevention.

 

PRC laws set forth rigorous standards on the amount and qualification of the seamen serving on vessels. The applicable laws include, among other things, the 1983 PRC Navigation Safety Act, Provisions for Administration of Pelagic Fishery promulgated by MARA on April 14, 2003, the PRC Seamen Regulations promulgated by the State Council on March 28, 2007, Fishing Port Navigation Safety Management Regulations promulgated by State Council on May 5, 1989, and Provisions of the PRC on Marine and Maritime Administrative Penalty promulgated by Ministry of Communications on July 10, 2003 (collectively, the “Fishing Management Regulations”). The Fishing Management Regulations provide that the vessels should be equipped with qualified seamen, in a number required by the standard criteria to ensure the safety of such vessels and the seamen should be trained by the professional training institution permitted by MARA and hold a professional sailor certificate and the professional training qualification. Furthermore, the owners of the company must apply for a seafarer’s passport for the seamen on their vessels and the seamen in the voyage or assisting with marine engine work must have a certificate of competence. The owner or operator of the vessel will be ordered to rectify the failure to equip vessels with qualified seaman according to the safety standard. Should there be any related gains, the owner or operator of the vessel is subject to a fine of not more than three times the related gains and up to RMB30,000 for such violation or for the seamen on such vessels lacking valid certificates of competence.

 

For a detailed description of the risk associated with the M&A Rules, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Certain PRC regulations, including the M&A Rules and national security regulations that may require a complicated review and approval process, which could make it more difficult for us to pursue growth through acquisitions in China.”

 

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Approval procedures 

 

We are required to go through a series of procedures to obtain all approvals necessary to fish in the designated fishing areas.

 

Step one: Obtaining Vessel Building Permits

 

First, we have to file a vessel building application to the relevant governmental authorities in Fujian to obtain the Fishing Vessel and Net Tools Building Permits. Governmental authorities in Fujian verify Pingtan Fishing’s qualifications for pelagic fishing and pass on the verified and approved application documents to affiliates of the MARA for further confirmation. Once confirmed, the certificates are issued to Pingtan Fishing.

 

Step two: Vessels Building and Inspection

 

After obtaining the Fishing Vessel and Net Tools Building Permits, we start building the new vessels by contracting with third-party vessel manufacturers. During the period of construction, an inspection of the vessels is performed several times by the relevant governmental authorities. Once the construction is completed, a Vessel Inspection Certificate is issued, after which we can apply for certificates of ownership and certificates of nationality for new vessels.

 

Step three: Fishing Project Application

 

Each vessel is required to be licensed by MARA and, to the extent required, the vessel may also be required to obtain a license from the local government where the vessel conducts fishing operations. For example, in order to conduct fishing operations in the exclusive economic zone of other countries, foreign fishing vessels need to obtain approval from each of the local departments of fisheries of those other countries. After obtaining all certificates in step two, we file applications to the relevant governmental authorities to obtain approvals for pelagic fishing projects in the specified fishing areas. Meanwhile, we start the application process for obtaining fishing permits from the relevant governmental authorities in the applicable fishing destination countries. In some countries, our Company may be required to obtain licenses through local entities, which are required to also possess a fishery business license.

 

Step four: Preparations Before Departure

 

Once the approval for pelagic fishing projects has been issued, we can complete all relevant departure procedures within six months from the time the notification of approval is issued. Departure procedures include obtaining visas for fishing vessels and crew members, submitting required certificates to the PRC customs in Fujian, and obtaining other relevant documents from governmental authorities, such as Vessel Departure Certificates.

 

Step five: Fishing Project Approval and Departure to Fishing Areas

 

After we have submitted all required documents to the relevant governmental authorities and completed all procedures required for departure, we receive confirmation of pelagic fishing project approval from affiliates of the MARA. Once we obtain such confirmation, our vessels can depart to the applicable fishing destination country. Fish caught at the destination may then be shipped back and declared at PRC customs.

 

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PRC Regulations Relating to Foreign Exchange

 

Foreign Currency Exchange

 

Pursuant to the Foreign Currency Administration Rules, as most recently amended in 2008, and various regulations issued by SAFE and other relevant PRC government authorities, RMB is freely convertible to the extent of current account items, such as trade-related receipts and payments, interest and dividends. Capital account items, such as direct equity investments, loans and repatriation of investment, unless expressly exempted by laws and regulations, still require prior approval from SAFE or its provincial branch for conversion of RMB into a foreign currency, such as U.S. dollars, and remittance of the foreign currency outside of the PRC.

 

In August 2008, SAFE issued the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular 142, regulating the conversion by a foreign-invested enterprise of foreign currency-registered capital into RMB by restricting how the converted RMB may be used. In addition, SAFE promulgated Circular 45 on November 9, 2011 in order to clarify the application of SAFE Circular 142. Under SAFE Circular 142 and Circular 45, the RMB capital converted from foreign currency registered capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable administrative authority and may not be used for equity investments within the PRC. In addition, SAFE strengthened its oversight of the flow and use of RMB capital converted from foreign currency registered capital of foreign-invested enterprises. The use of RMB capital may not be changed without SAFE’s approval, and RMB capital may not, in any case, be used to repay RMB loans if the proceeds of the loans have not been used.

 

To further reform the foreign exchange administration system in order to satisfy and facilitate the business and capital operations of foreign-invested enterprises, SAFE issued the Circular on the Relevant Issues Concerning the Launch of Reforming Trial of the Administration Model of the Settlement of Foreign Currency Capital of Foreign-Invested Enterprises in Certain Areas in July 2014, which became effective on August 4, 2014. This circular suspends the application of SAFE Circular 142 in certain areas and allows a foreign-invested enterprise registered in these areas with a business scope including “investment” to use the RMB capital converted from foreign currency registered capital for equity investments within the PRC. SAFE released the Notice on the Reform of the Administration Method for the Settlement of Foreign Exchange Capital of Foreign-invested Enterprises or SAFE Circular 19, in March 2015, which came into force and superseded SAFE Circular 142 on June 1, 2015. Circular 19 allows foreign-invested enterprises to settle their foreign exchange capital on a discretionary basis according to the actual needs of their business operation and provides the procedures for foreign-invested companies to use Renminbi converted from foreign currency-denominated capital for equity investment. Nevertheless, Circular 19 also reiterates the principle that Renminbi converted from foreign currency-denominated capital of a foreign-invested company may not be directly or indirectly used for purposes beyond its business scope.

 

In June 2016, SAFE issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or Circular 16, which took effect on the same day. Compared to Circular 19, Circular 16 provides that discretionary foreign exchange settlement applies to foreign exchange capital, foreign debt offering proceeds and remitted foreign listing proceeds, and the corresponding Renminbi obtained from foreign exchange settlement are not restricted from extending loans to related parties or repaying the intercompany loans (including advances by third parties). However, there still exist substantial uncertainties with respect to the interpretation and implementation of Circular 16 in practice.

 

In November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Direct Investment, as amended, which substantially amends and simplifies the foreign exchange procedure. Pursuant to this circular, the opening of various special purpose foreign exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital accounts and guarantee accounts, the reinvestment of RMB proceeds by foreign investors in the PRC, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may be opened in different provinces, which was not possible previously. In addition, SAFE promulgated the Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents in May 2013, as amended, which specifies that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted by way of registration and banks shall process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches.

 

After a Notice on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or SAFE Notice 13, became effective on June 1, 2015, instead of applying for approvals regarding foreign exchange registrations of foreign direct investment and overseas direct investment from SAFE, entities and individuals will be required to apply for such foreign exchange registrations from qualified banks. The qualified banks, under the supervision of SAFE, directly examine the applications and conduct the registration.

 

27

 

 

On October 23, 2019, SAFE issued the Circular on Further Promoting Cross-border Trade and Investment Facilitation, or SAFE Circular 28. Among others, SAFE Circular 28 relaxes the prior restrictions and allows the foreign-invested enterprises without equity investment as in their approved business scope to use their capital obtained from foreign exchange settlement to make domestic equity investment as long as the investments are real and in compliance with the foreign investment-related laws and regulations. In addition, SAFE Circular 28 stipulates that qualified enterprises in certain pilot areas may use their capital income from registered capital, foreign debt and overseas listing for the purpose of domestic payments without providing authenticity certifications to the relevant banks in advance for those domestic payments. Payments for transactions that take place within the PRC must be made in RMB. Foreign currency revenues received by PRC companies may be repatriated into the PRC or retained outside of the PRC in accordance with requirements and terms specified by SAFE.

 

Dividend Distribution

 

Wholly foreign-owned enterprises and Sino-foreign equity joint ventures in the PRC may pay dividends only out of their accumulated profits, if any, as determined in accordance with PRC accounting standards and regulations. Additionally, these foreign-invested enterprises may not pay dividends unless they set aside at least 10% of their respective accumulated profits after-tax each year, if any, to fund certain reserve funds until such time as the accumulative amount of such fund reaches 50% of the enterprise’s registered capital. In addition, these companies also may allocate a portion of their after-tax profits based on PRC accounting standards to employee welfare and bonus funds at their discretion. These reserves are not distributable as cash dividends.

 

Regulations governing the abovementioned dividend distribution arrangements have been replaced by the Foreign Investment Law and its implantation rules, which do not provide specific dividend distribution rules for foreign-invested enterprises. However, the Foreign Investment Law and its implementation rules provide that after the conversion from a wholly foreign-owned enterprise or Sino-foreign equity joint venture to a foreign-invested enterprise under the Foreign Investment Law, the distribution method of gains agreed upon in the joint venture agreements may continue to apply.

 

Foreign Exchange Registration of Offshore Investment by PRC Residents

 

Pursuant to SAFE’s Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment via Overseas Special Purpose Vehicles, or SAFE Circular No. 75, issued in October 2005, and a series of implementation rules and guidance, including the circular relating to operating procedures that came into effect in July 2011, PRC residents, including PRC resident natural persons or PRC companies, must register with local branches of SAFE in connection with their direct or indirect offshore investment in an overseas special purpose vehicle, or SPV, for the purposes of overseas equity financing activities, and to update such registration in the event of any significant changes with respect to that offshore company. SAFE promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular No. 37, on July 4, 2014, which replaced SAFE Circular No. 75. SAFE Circular No. 37 requires PRC residents to register with local branches of SAFE in connection with their direct establishment or indirect control of an offshore entity, for the purpose of overseas investment and financing, with such PRC residents’ legally owned assets or equity interests in domestic enterprises or offshore assets or interests, referred to in SAFE Circular No. 37 as a “special purpose vehicle.” The term “control” under SAFE Circular No. 37 is broadly defined as the operation rights, beneficiary rights or decision-making rights acquired by the PRC residents in the offshore special purpose vehicles or PRC companies by such means as acquisition, trust, proxy, voting rights, repurchase, convertible bonds or other arrangements. SAFE Circular No. 37 further requires an amendment to the registration in the event of any changes with respect to the basic information of the special purpose vehicle, such as changes in a PRC resident individual shareholder, name or operation period; or any significant changes with respect to the special purpose vehicle, such as an increase or decrease of capital contributed by PRC individuals, a share transfer or exchange, merger, division or other material events. If the shareholders of the offshore holding company who are PRC residents do not complete their registration with the local SAFE branches, the PRC subsidiaries may be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation to the offshore company, and the offshore company may be restricted in its ability to contribute additional capital to its PRC subsidiaries. Moreover, failure to comply with the SAFE registration and amendment requirements described above could result in liability under PRC law for evasion of applicable foreign exchange restrictions. We have notified holders of ordinary shares of our Company whom we know are PRC residents to register with the local SAFE branch and update their registrations as required under the SAFE regulations described above. After SAFE Notice 13 became effective on June 1, 2015, entities and individuals are required to apply for foreign exchange registration of foreign direct investment and overseas direct investment, including those required under SAFE Circular No. 37, with qualified banks, instead of SAFE. The qualified banks, under the supervision of SAFE, directly examine the applications and conduct the registration. The failure or inability of our PRC resident shareholders to comply with the registration procedures may subject the PRC resident shareholders to fines and legal sanctions, restrict our cross-border investment activities, or limit our PRC subsidiaries’ ability to distribute dividends to or obtain foreign exchange dominated loans from our company.

 

28

 

 

C. Organizational Structure

 

The following diagram illustrates our corporate structure as of the date of this annual report:

 

 

The following table sets forth the details of our significant subsidiaries:

 

Name of subsidiaries   Place and date
of incorporation
  Percentage of
ownership
  Principal activities
Merchant Supreme Co., Ltd.
(“Merchant Supreme”)
  BVI,
June 25, 2012
  100% held by PME   Intermediate holding company
             
Prime Cheer Corporation Ltd.
(“Prime Cheer”)
  Hong Kong,
May 3, 2012
  100% held by Merchant Supreme   Intermediate holding company
             
Pingtan Guansheng Ocean Fishing Co., Ltd.
(“Pingtan Guansheng”)
  PRC,
October 12, 2012
  100% held by Prime Cheer   Intermediate holding company
             
Fujian Heyue Marine Fishing Development Co., Ltd.
(“Fujian Heyue”)
  PRC,
January 27, 2015
  100% held by Pingtan Guansheng   Seafood trading
             
Fujian Provincial Pingtan County Fishing Group Co., Ltd.
(“Pingtan Fishing”)
  PRC,
February 27, 1998
  92% held by Fujian Heyue   Oceanic fishing

 

D. Property, plants and equipment

 

See “—B. Business Overview—Properties and Facilities.”

 

29

 

 

ITEM 4A. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

 

The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements and their related notes included in this annual report. This report contains forward-looking statements. See “—G. Safe Harbor on Forward-Looking Statements.” In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties.

 

A. Operating Results

 

Overview

 

We are a marine enterprise group primarily engaging in ocean fishing through our operating subsidiary, Pingtan Fishing, which is organized in the People’s Republic of China (“PRC”). We carry out marine fishing operations in the international waters and the approved waters in access fishing countries with many of our owned vessels or licensed vessels for which we have exclusive operating license rights. We provide high-quality seafood to a diverse group of customers, including distributors, restaurant owners and exporters in the PRC. 

 

As of December 31, 2021, we owned 51 squid jigging vessels, 26 trawlers, 25 seine vessels, 13 drifters, four longline fishing vessels, and three transport vessels and had exclusive operating license rights to 20 seine vessels. Among the 142 vessels, 100 were located in international waters, 12 were located in the Bay of Bengal in India, 13 were located in the PRC, 17 were located in the Arafura Sea in Indonesia and not in operation. 

 

We catch nearly 20 different species of fish, including Argentina squid, Indian Ocean squid, Sardine and Peru squid. All of our catch is shipped back to the PRC. We arrange chartered transportation ships to deliver frozen stocks to cold storage warehouses located in Mawei and Pingtan, Fujian province. We also purchase and sell Argentina squid and shrimp. 

  

We derive our revenue primarily from the sale of frozen seafood products. We sell our products directly to customers, including seafood processors, distributors, restaurant owners and exporters. Most of our customers have long-term, cooperative relationships with us. Our existing customers also introduce new customers to us from time to time. In July 2017, we started strategic cooperation with an e-commerce platform to sell our fish products directly to consumers online, which is not a significant portion of our revenues. The demand for seafood products is the highest from December to January and/or during the Chinese New Year. We believe that our profitability and growth are dependent on our ability to deploy our vessels to new fishing grounds and our ability to expand our customer base.

 

30

 

 

Major Factors Affecting Our Results of Operations

 

 

Continuous impact of the COVID-19 pandemic: A novel strain of coronavirus (COVID-19) has spread in many countries and continued to affect the global economy. The outbreak and resurgence of COVID-19 have significantly affected business activities in China. 

 

Emergency quarantine measures and travel restrictions have had a significant impact on many sectors across the PRC, which has also adversely affected our operations. To reduce the impact on our production and operation, we implemented certain safety measures to allow us to maintain our operations. We comply with, and require all employees to comply with, the COVID-19 prevention measures issued by governmental authorities, including disinfecting the outer packaging of the catch, sampling some of the catch for nucleic acid testing, and requiring employees who come into contact with the catch to wear masks, get vaccinated, wash their hands frequently for disinfection, and undergo nucleic acid testing. We encourage employees to be vaccinated and provide them with items for personal protection, such as face masks, medicine, and medicinal alcohol. In 2021, the Chinese government required a higher frequency of inspection of fish and nucleic acid testing of our warehouse staff, sales staff and crew members, which prolonged the storage time of the fish, affected the freshness of fish and had a negative impact on the unit price and sales volume of our products. Moreover, the Chinese government also imposed heightened quarantine measures for crew members who returned to the PRC from other countries or regions, which increased our staff costs.

 

Management is focused on mitigating the effects of COVID-19 on our business operations while protecting the employees’ health and safety. We will continue to actively monitor the situation and may take further actions that alter our business operations, as may be required by local authorities or that we determine are in the best interests of our employees, customers, partners, suppliers and other stakeholders. 

 

Some of our customers are fish processing plants that export processed fish products to foreign countries. These customers reduced or postponed their purchases from us in the initial stage of the pandemic, but since the middle of the second quarter of 2020, they have adjusted their business strategies in relation to exportation or domestic sale. Because of the reduction or postponement, our unit selling price decreased, our inventory levels increased and our accounts receivables were not timely paid as anticipated.

 

   

The COVID-19 pandemic continues to cause major disruptions to businesses and markets worldwide as the virus spreads or there is a resurgence in certain jurisdictions. The effects of the outbreak are still evolving, and the ultimate severity and duration of the pandemic and the implications on global economic conditions remain uncertain. For instance, in the first half of 2022, the PRC government at different levels imposed stringent measures including lockdowns of certain cities and districts in light of the resurgence of COVID-19. Therefore, the extent of the impact of the pandemic on our financial condition and results of operations is still highly uncertain and will depend on future developments, such as the ultimate duration and scope of the outbreak, its impact on our customers and exporters, how quickly normal economic conditions, operations, and the demand for our products can resume and whether the pandemic leads to recessionary conditions in the PRC, United States, or globally.

   
         
    While we anticipate that our results of operations will continue to be impacted by this pandemic in 2022, we are unable to reasonably estimate the extent of the impact on our full-year results of operations, our liquidity or our overall financial position.

 

  Governmental policies: Fishing is a highly regulated industry, and our operations require licenses and permits. Our ability to obtain, sustain or renew such licenses and permits on acceptable terms is subject to changes in regulations and policies and is at the discretion of the applicable government agencies. Our inability to obtain applicable licenses or permits, or loss or denial of extensions to any existing licneses or permits, could hamper our ability to generate revenue from our operations.

 

31

 

 

  Resource & environmental factors: Our fishing expeditions are based in the Exclusive Economic Zone(“EEZ”), the international waters. Any earthquake, tsunami, adverse weather or oceanic conditions, or other disasters in such areas may disrupt our operations and could adversely affect our sales. Adverse weather conditions such as storms, cyclones and typhoons or cataclysmic events may also decrease the volume of fish catches or may even hamper our operations. Our fishing volume may also be adversely affected by major climatic disruptions such as El Niño, which in the past has caused a significant decrease in the seafood catch worldwide. Besides weather patterns, other unpredictable factors, such as fish migration, may also impact our harvest volume.

 

  Fuel price fluctuations:  Our operations may be adversely affected by fuel price fluctuations. Changes in fuel prices may result in increases in the selling prices of our products and may, in turn, adversely affect our sales volume, revenue and operating profit.

 

  Competition:  We engage in finishing in the EEZ, and international waters. Competition within our designated fishing areas is not currently significant as the region is not overfished or regulated by government limits on the number of vessels that are allowed to fish in the territories; however, there is no guarantee that competition will not become more intense. Competition in the consumer market in the PRC, however, is high as fish compete with other sources of protein. We also compete with other fishing companies that offer similar and varied products. There is significant demand for fish in the Chinese market. We believe our catch appeals to a wide consumer base because of our pricing advantages.

 

 

Fishing licenses:  Each of our fishing vessels requires approval from the MARA to carry out ocean fishing projects in international waters and foreign territories. Different countries may have different policies for foreign cooperation in fisheries. Some countries require fishing licenses issued by the accessed country; some others may require the establishment of a joint venture or sole proprietorship to obtain local licenses.

 

In early December 2014, the Indonesian government introduced a six-month moratorium on issuing new fishing licenses and renewals so that the country’s Ministry of Maritime Affairs and Fisheries (“MMAF”) could combat illegal fishing and rectify ocean fishing order. In February 2015, we ceased all fishing operations in Indonesia. During the moratorium, we were informed that the fishing licenses of four vessels operated through PT. The fishery business licenses of Avona, one of the local companies through which we conduct business in Indonesia, and Dwikarya, the other local company through which we conduct business in Indonesia, were revoked. Although in November 2015, the Indonesian government announced that the moratorium had concluded, the MMAF has neither implemented new fishing policies nor resumed the license renewal process. As a result of the above, all local fishing licenses of our vessels in Indonesia are presently inactive.

 

In October 2016, we deployed 13 vessels, which were granted fishing licenses by the Ministry of Agriculture and Fisheries of the Democratic Republic of Timor-Leste (“MAF”), to operate in the Indo-Pacific waters of the country. In September 2017, we were informed that the fishing licenses of these 13 vessels were suspended and the vessels were docked in the port by the MAF. The 13 vessels have returned to the PRC.

 

Our management has determined to shift the focus of development to international waters and consider obtaining corresponding fishing permits. In response to impairment triggering events, the Company recorded an impairment in the fourth quarter of 2020 of $66.7 million for 50 fishing vessels and one krill fishing vessel. We recognized an impairment of $6.3 million for 12 fishing vessels for the year ended 2021. On December 27, 2021, we and Huanghai Ship Construction Co., Ltd. (“Huanghai”) entered into an agreement to terminate the building of a krill vessel and Huanghai agreed to refund all of the RMB587.3 million (approximately $92.1 million) of prepayment made by us in four quarterly installments. Due to the issues involving the construction of this ship, the Company had previously recorded impairment on a portion of the construction in progress. Based upon such impairment amount, we recognized a $26,408,130 of settlement of contract for the year ended December 31, 2021. During the first quarter of 2022, the Company received RMB147.7 million (approximately $23.2 million), representing the first quarterly installment payment, from Huanghai. See Note 2 of the consolidated financial statements included elsewhere in this annual report for further details. 

 

32

 

 

Key Components of Results of Operations

 

Revenue

 

We catch different species of fish, ship them back to China and sell the catches to distributors and retailers by acting as a wholesaler. Marine catch is our only product. The product type, contractual price and quantities are identified in the contracts. We also purchased fishery products from third parties to sell to our customers to meet their demands. We do not offer promotional payments, customer coupons, rebates or other cash redemption offers to our customers, and we do not accept returns. Our revenues are recorded at a point in time. All of our operations are considered by the Company’s Chief Operating Decision Maker to be aggregated into one reportable operating segment, and our revenue is disaggregated by product type in terms of species of fish sold pursuant to ASC 606-10-55-91(a). 

 

The revenue is generated from the sale of frozen fish and other marine catches. We recognize revenue at the amount we expect to be entitled to be paid, determined when control of the products is transferred to our customers, which occurs upon delivery of and acceptance of the frozen fish by the customer and we have a right to payment. 

 

We have identified one performance obligation as when the frozen fish and other marine catches identified in the contract are picked up by the customers at our cold storage warehouses, with revenue being recognized at a point in time. We initially recognize revenue in an amount that is estimated based on contractual prices. The receivables under contracts, whereby pricing is based on contractual prices, are primarily collected within 180 days.

 

For the years ended December 31, 2021, 2020 and 2019, our revenue by species of fish was as follows:

 

   Year Ended December 31, 2021 
   Revenue   Volume
(KG)
   Average
price
   Percentage
of revenue
 
Argentine squid  $49,127,035    15,279,655   $3.22    29.9%
Indian Ocean squid   22,394,010    22,920,501    0.98    13.6%
South American white shrimp   18,121,563    3,523,536    5.14    11.0%
Sardine   17,975,661    40,425,215    0.44    11.0%
Peru Squid   16,877,775    12,698,146    1.33    10.3%
Other   39,587,000    35,146,479    1.13    24.2%
Total  $164,083,044    129,993,532   $1.26    100.0%

  

   Year Ended December 31, 2020 
   Revenue   Volume
(KG)
   Average
price
   Percentage
of revenue
 
Indian Ocean squid  $33,968,115    41,608,084   $0.82    38.9%
Peru squid   14,709,193    10,700,911    1.37    16.9%
Chub mackerel   6,453,289    7,084,126    0.91    7.4%
Cuttle fish   6,145,172    1,452,960    4.23    7.0%
Sardine   4,296,979    11,399,554    0.38    4.9%
Other   21,667,672    11,939,367    1.81    24.9%
Total  $87,240,420    84,185,002   $1.04    100.0%

 

   Year Ended December 31, 2019 
   Revenue   Volume
(KG)
   Average
price
   Percentage
of revenue
 
Indian Ocean squid  $35,502,599    32,028,789   $1.11    39.6%
Ribbon fish   12,236,897    3,622,444    3.38    13.7%
Cuttle fish   10,921,686    2,173,027    5.03    12.2%
Peru squid(whole)   7,512,216    4,234,436    1.77    8.4%
Croaker fish   4,884,278    2,301,876    2.12    5.4%
Other   18,564,480    6,433,891    2.89    20.7%
Total  $89,622,156    50,794,463   $1.76    100.0%

 

33

 

 

Our customers are from the following PRC territories. The following table sets for the breakdown of our revenue by region as a percentage of our total revenue for the years ended December 31, 2021, 2020 and 2019:

 

   Year Ended December 31, 
   2021   2020   2019 
Fujian province   50%   68%   66%
Shandong province   29%   24%   28%
Zhejiang province   9%   7%   4%
Guangdong province   4%   0%   1%
Liaoning province   3%   0%   0%
Other areas   5%   1%   1%
Total   100%   100%   100%

 

Cost of revenue

 

Our cost of revenue primarily consists of fuel cost, labor cost, depreciation, freight, and other overhead costs. Fuel cost, labor cost and depreciation generally accounted for the majority of our cost of revenue. The following table sets forth our cost of revenue information, both in amounts and as a percentage of revenue for the years ended December 31, 2021, 2020 and 2019:

 

   Year Ended December 31, 
   2021   2020   2019 
   Amount   % of
 cost of
revenue
   % of
 revenue
   Amount   % of
cost of
revenue
   % of revenue   Amount   % of
cost of
revenue
   % of
revenue
 
Fuel cost  $83,009,617    47.0%   50.6%  $51,084,651    57.0%   58.5%  $42,593,090    66.1%   47.5%
Purchase cost   26,455,814    15.0%   16.1%   -    -    -    -    -    - 
Labor cost   24,369,262    13.8%   14.9%   13,028,435    14.5%   14.9%   8,499,445    13.2%   9.5%
Depreciation   13,744,464    7.8%   8.4%   8,452,135    9.4%   9.7%   5,676,238    8.8%   6.3%
Freight   12,680,337    7.2%   7.7%   7,846,359    8.8%   9.0%   4,701,486    7.3%   5.2%
Inventory reserve   9,366,467    5.3%   5.7%   5,606,514    6.3%   6.4%   -    0.0%   0.0%
Spare parts   6,210,142    3.5%   3.8%   3,206,824    3.6%   3.7%   1,948,377    3.0%   2.2%
Maintenance fees   424,248    0.2%   0.3%   50,527    0.1%   0.1%   184,836    0.3%   0.2%
Other   464,230    0.2%   0.3%   386,438    0.3%   0.4%   793,099    1.3%   1.0%
Total cost of revenue  $176,724,581    100%   107.8%  $89,661,883    100%   102.7%  $64,396,571    100%   71.9%

  

34

 

Results of Operations

 

The following table sets forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The results of operations in any period are not necessarily indicative of the results that may be expected for any future period.

 

   For the Years Ended December 31, 
   2021   2020   2019 
REVENUE  $164,083,044   $87,240,420   $89,622,156 
                
COST OF REVENUE   176,724,581    89,661,883    64,396,571 
                
GROSS (LOSS)/ PROFIT   (12,641,537)   (2,421,463)   25,225,585 
                
OPERATING EXPENSES (INCOME):               
Selling   7,632,730    4,850,044    2,715,599 
General and administrative   5,892,080    4,091,729    4,163,873 
General and administrative - depreciation   836,142    3,066,522    3,726,061 
Government subsidy   (20,449,471)   (13,660,284)   (6,440,299)
Impairment loss   6,301,373   67,713,324    7,951,635 
Settlement of contract   

(26,408,130

)        
(Gain) on fixed assets disposal           (59,432)
                
Total Operating Expenses, Net   (26,195,276)   66,061,335    12,057,437 
                
INCOME (LOSS) FROM OPERATIONS   13,553,739    (68,482,798)   13,168,148 
                
OTHER INCOME (EXPENSE):               
Interest income   371,695    3,745,611    780,604 
Interest (expense)   (17,371,089)   (13,432,919)   (6,055,310)
Foreign currency transaction gain (loss)   1,231,614    607,674    (298,304)
Dividend income from cost method investment   612,734    135,338    312,727 
(Loss) on the interest sold           (86,603)
(Loss) on equity method investment   (708,020)   (156,085)   (486,803)
Other (expense)   (74,223)   (35,401)   (954,394)
                
Total Other Expense   (15,937,289)   (9,135,782)   (6,788,083)
                
(LOSS) INCOME BEFORE INCOME TAXES   (2,383,550)   (77,618,580)   6,380,065 
                
INCOME TAXES   1,749         
                
NET (LOSS) INCOME  $(2,385,299)  $(77,618,580)  $6,380,065 
                
LESS: NET INCOME (LOSS) ATTRIBUTABLE TO THE NON-CONTROLLING INTEREST   95,420    (4,740,332)   698,041 
                
NET (LOSS) INCOME ATTRIBUTABLE TO OWNERS OF THE COMPANY  $(2,480,719)  $(72,878,248)  $5,682,024 
                
LESS: PREFERRED SHARE DIVIDENDS   (300,000)        
                
“NET (LOSS) INCOME ATTRIBUTABLE TO ORDINARY
SHAREHOLDERS OF THE COMPANY”
   (2,780,719)   (72,878,248)   5,682,024 
                
COMPREHENSIVE (LOSS) INCOME:               
NET (LOSS) INCOME   (2,385,299)   (77,618,580)   6,380,065 
OTHER COMPREHENSIVE (LOSS) INCOME               
Unrealized foreign currency translation gain (loss)   2,895,972    7,156,773    (2,861,319)
COMPREHENSIVE INCOME (LOSS)  $510,673   $(70,461,807)  $3,518,746 
Less: comprehensive income (loss) attributable to the non-controlling interest   342,401    (4,095,594)   469,583 
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO OWNERS OF THE COMPANY  $168,272   $(66,366,213)  $3,049,163 
                
NET (LOSS) INCOME PER ORDINARY SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY               
Basic  $(0.03)  $(0.92)  $0.07 
Diluted   (0.03)   (0.92)   0.07 
                
WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING:               
Basic   84,906,368    79,121,471    79,055,053 
Diluted   84,906,368    79,121,471    79,055,053 

35

 

 

Comparison of results of operations for the year ended December 31, 2021 and 2020

 

Revenue

 

Our revenue increased by 88.1% from $87.2 million in 2020 to $164.1 million in 2021, primarily due to the different sales mix, increase in the average unit selling price, and increase in sales volume as more vessels were put into operation. We also purchased fishery products from third parties to sell to our customers to meet their demands. The average unit selling price increased by 21.2% from 2020 to 2021. Our sales volume increased by 54.4% from 84,185,002 kg in 2020 to 129,993,532 kg 2021.

 

Cost of revenue

 

Cost of revenue increased by 97.1% from $89.7 million in 2020 to $176.7 million in 2021, primarily due to the larger number of vessels in designated waters, which drove up refueling costs and other related costs of revenue. Purchase cost represents the purchase cost of fishery products from third parties incurred by Fujian Heyue. In an effort to further penetrate the fishery products market, Fujian Heyue commenced selling fishery products in the first quarter of 2021. 

 

Gross loss

 

Our gross profit/loss is affected primarily by changes in production costs. Fuel cost, labor cost and depreciation together account for about 68.6% and 80.9% of cost of revenue in 2021 and 2020, respectively. The fluctuation of fuel prices and changes in depreciation significantly affected our costs and gross profit.

 

The following table sets forth our gross loss and gross margin for the years ended December 31, 2021 and 2020.

 

   Year Ended December 31, 
   2021   2020 
Gross (loss)  $(12,641,537)  $(2,421,463)
(Gross loss margin)   (7.7)%   (2.8)%

 

Our gross loss increased significantly from $2.4 million in 2020 to $12.6 million in 2021, primarily because the increase in cost of revenue, which was due to the reasons described above, outpaced our revenue growth. As a result, our gross loss margin increased from 2.8% in 2020 to 7.7% in 2021.  

 

Selling expenses

 

Our selling expense primarily consists of shipping and handling fees, insurance, customs clearance charge, storage fees and advertising expenses. Our sales activities are conducted through direct selling by our internal sales staff. Because of the strong demand for our products and services, we typically do not aggressively market and distribute our products. 

  

Selling expense increased by 57.4% from $4.9 million in 2020 to $7.6 million in 2021, primarily due to (1) an increase of $0.8 million in insurance expense due to the changes in insured fishing vessels mix; (2) an increase of $0.8 million in storage fees, as we had a larger amount of fish for inventory and therefore expanded our warehouse capacity; (3) an increase of $0.6 million in customs clearance charge, primarily due to the increase in the number of customs clearances involved; and (4) an increase of $0.5 million in other miscellaneous selling expenses, primarily due to the increase in satellite communication fees for fishing vessels.

 

Selling expense as a percentage of revenue decreased from 5.6% in 2020 to 4.7% in 2021, primarily due to the faster growth of our revenue during the same period.

 

Selling expense for the years ended December 31, 2021 and 2020 consisted of the following:

 

   Year Ended December 31, 
   2021   2020 
Insurance  $2,728,356   $1,896,216 
Storage fees   2,131,289    1,331,008 
Customs clearance charges   1,348,383    745,842 
Shipping and handling fees   408,590    371,611 
Advertising   15,113    12,178 
Other   1,000,999    493,189 
   $7,632,730   $4,850,044 

 

36

 

 

General and administrative expense

 

General and administrative expense decreased by 6.0% from $7.2 million in 2020 to $6.8 million in 2021, primarily due to a decrease of $2.2 million in depreciation expense, partially offset by an increase in professional fees of $1.3 million due to the increase in accounting fees and legal fees.

 

   Year Ended December 31, 
   2021   2020 
Professional fees  $2,863,679   $1,556,286 
Compensation and related benefits   1,177,862    1,094,152 
Depreciation   836,142    3,066,522 
Rent and related administrative service charges   472,597    473,964 
Travel and entertainment   302,424    120,574 
Bad debt expense   178,243    380,866 
Other(1)   897,275    465,887 
   $6,728,222   $7,158,251 

 

(1)Other general and administrative expense primarily consists of communication fees, office supplies, miscellaneous taxes, bank service charges, depreciation, and Nasdaq listing fees.

 

Professional fees primarily consist of legal fees, accounting fees, investor relations charges, valuation service fees, consulting fees, and other fees associated with being a public company.

 

We recorded the depreciation in relation to idle vessels of $836,142 and $3,066,522 as of December 31, 2021 and 2020, respectively, as a general and administrative expense rather than as a cost of revenue.

 

Government subsidy

 

Our government subsidy mainly consists of government incentives to encourage the development of the ocean fishing industry to satisfy the demand for natural seafood and other miscellaneous subsidies from the Chinese government. Our subsidy increased by 49.7% from $13.7 million 2020 to $20.4 million in 2021, primarily due to the government’s subsidy disbursement schedule.

 

Impairment

 

Impairment loss represents the impairment loss on the vessels whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recovered.

 

We recognized an impairment of $6.3 million for 12 fishing vessels for the fiscal year ended December 31, 2021. On December 27, 2021, the Company and Huanghai Ship Construction Co., Ltd. (“Huanghai”) entered into an agreement to terminate the building of a krill vessel and Huanghai agreed to refund all of the RMB587.3 million (approximately $92.1 million) of prepayment made by the Company in four quarterly installments. Due to the issues involving the construction of this ship, the Company had previously recorded impairment on a portion of the construction in progress. Based upon such impairment amount, the Company recognized a $26.4 million of settlement of contract for the year ended December 31, 2021. During the first quarter of 2022, the Company received RMB147.7 million (approximately $23.2 million), representing the first quarterly installment payment, from Huanghai. 

 

Other income/expense 

 

Other income/expense mainly includes interest income from bank deposits, interest expense for bank borrowings, foreign currency transaction gain, (loss), income on cost method investment, and loss on equity method investment.

 

Other expense (net) increased by 74.4% from $9.1 million in 2020 to $15.9 million in 2021, primarily due to the increase in interest expenses as a result of an increase in bank loans and an decrease in interest income.

 

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Income taxes

 

Our subsidiaries in China are generally subject to enterprise income tax on their taxable income in China at a rate of 25%, except that Pingtan Fishing is exempt from income taxes for income generated from our ocean fishing operations in China. For the years ended December 31, 2021 and 2020, we recorded income tax of $1,749 and nil, respectively.

 

Net income (loss)

 

As a result of the foregoing, our net loss was $2.4 million for the year ended December 31, 2021, compared to a net loss of $77.6 million for the year ended December 31, 2020.

 

Comparison of results of operations for the year ended December 31, 2020 and 2019 

 

Revenue

 

Our revenue decreased by 2.7% from $89.7 million in 2019 to $87.2 million in 2020, primarily due to the combined impact of the different sales mix and the decrease in the average unit selling price. While our sales volume increased 65.7% from 50,794,463 kg in 2019 to 84,185,002 kg in 2020, our average unit selling price decreased by 40.9% from 2019 to 2020. Indian Ocean squid was our major product in 2020 and an increase in the number of fishing vessels catching Indian Ocean squid on the market led to increased supply, which negatively affected their average unit selling price. Moreover, COVID-19 had significant impact on consumer sentiment in 2020, leading to the increasing consumption of lower-priced fish products.

 

Cost of revenue

 

Cost of revenue increased by 39.2% from $64.4 million in 2019 to $89.7 million in 2020, primarily due to the increase in production activities.

 

We recorded a reserve for inventories of $5.6 million in our cost of revenue in 2020, primarily due to (1) the higher inventory level as of December 31, 2020 compared with December 31, 2019, and (2) the higher inventory cost than the selling price of our major fish species. 

 

Gross profit

 

Our gross profit is affected primarily by changes in production costs. Fuel cost, labor cost and depreciation together account for about 86.4% and 88.1% of cost of revenue in 2020 and 2019, respectively. The fluctuation of fuel price and change in depreciation may significantly affect our cost level and gross profit.

 

The following table sets forth our gross profit/loss and gross margin for the years ended December 31, 2020 and 2019.

 

   Year Ended December 31, 
   2020   2019 
Gross (loss)/profit  $(2,421,463)  $25,225,585 
(Gross loss margin)/gross profit margin   (2.8)%   28.1%

 

We recognized a gross loss of $2.4 million in 2020, compared with a gross profit of $25.2 million in 2019, representing a gross loss margin of 2.8% in 2020 and gross profit margin of 28.1% in 2021. The change in our gross margin was primarily due to the factors affecting our revenue and cost of revenue as discussed above.

 

Selling expense

  

Selling expense increased by 78.6% from $2.7 million in 2019 to $4.9 million in 2020, primarily due to (1) an increase of $0.5 million in insurance expense, as the 11 vessels that completed their modification and rebuilding projects in the second half of 2020 were insured accordingly; (2) an increase of $0.9 million in storage fees, as we had a larger amount of fish for inventory and therefore expanded our warehouse capacity; (3) an increase of $0.5 million in customs clearance charge as a result of the increase in the number of customs clearances involved; and (4) an increase of $0.3 million in other miscellaneous selling expense as a result of the increase in satellite communication fees for fishing vessels. Selling expense as a percentage of revenue increased from 3.0% in 2019 to 5.6% in 2020.

 

38

 

 

Selling expense for the years ended December 31, 2020 and 2019 consisted of the following:

 

   Year Ended December 31, 
   2020   2019 
Insurance  $1,896,216   $1,446,095 
Storage fees   1,331,008    428,625 
Customs clearance charges   745,842    173,572 
Shipping and handling fees   371,611    429,091 
Advertising   12,178    22 
Other   493,189    238,194 
   $4,850,044   $2,715,599 

   

General and administrative expense

 

General and administrative expense decreased by 9.3% from $7.9 million in 2019 to $7.2 million in 2020, primarily due to (1) a decrease in depreciation of vessels of $0.7 million, as certain vessels are under modification and rebuilding process and no depreciation expense was recorded for such vessels; (2) a decrease in compensation and related benefits of $0.3 million due to the impact of COVID-19; and (3) a decrease in other general and administrative expense of $0.4 million, partially offset by (1) an increase of $0.3 million in professional fees and (2) an increase of $0.4 million in bad debt expense.

 

General and administrative expense for the years ended December 31, 2020 and 2019 consisted of the following:

 

   Year Ended December 31, 
   2020   2019 
Depreciation  $3,066,522   $3,726,061 
Professional fees   1,556,286    1,235,578 
Compensation and related benefits   1,094,152    1,365,455 
Rent and related administrative service charges   473,964    519,161 
Travel and entertainment   120,574    179,839 
Bad debt expense   380,866    30,366 
Other(1)   465,887    833,474 
   $7,158,251   $7,889,934 

 

(1)Other general and administrative expense primarily consists of communication fees, office supplies, miscellaneous taxes, bank service charge, depreciation, and Nasdaq listing fee.  

 

Government subsidy 

 

Our government subsidy mainly consists of government incentives to encourage the development of the ocean fishing industry to satisfy the demand for natural seafood and other miscellaneous subsidies from the Chinese government. Our subsidy increased significantly from $6.4 million in 2019 to $13.7 million in 2020, primarily due to the government’s subsidy disbursement schedule.

 

Impairment

 

Impairment loss represents the impairment loss on the vessels whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recovered. As a result of the rebuilding projects, we assessed the recoverability of the 17 fishing vessels in 2019 based on the undiscounted future cash flow that the fishing vessels are expected to generate as less than the carrying amount, and recognized an impairment loss. The impairment loss on vessels was $8.0 million in 2019.

 

39

 

 

Since 2014, there has been no progress on fishing license renewals as a result of the Indonesian government’s moratorium on foreign companies, like us, to obtain the renewal of fishing licenses issued by them. Our management determined to shift the focus of development to international waters and consider obtaining corresponding fishing permits. In response to these impairment triggering events, we recorded an impairment in the fourth quarter of 2020 of $67.7 million for fishing vessels.

 

See Note 2 of the consolidated financial statements included elsewhere in this annual report for further details.

 

Other income/expense 

 

Other income/expense mainly includes interest income from bank deposits, interest expense for bank borrowings, foreign currency transaction gain, gain from cost method investment, and loss on equity method investment.

 

Other expense (net) increased by 34.6%, or $2.3 million, from $6.8 million in 2019 to $9.1 million in 2020, primarily due to the increase in interest expenses of approximately $7.4 million as a result of an increase in bank loans.

 

Income taxes

 

Generally, our subsidiaries in China are subject to enterprise income tax on their taxable income in China at a rate of 25%, except that Pingtan Fishing is exempt from income taxes for income generated from our ocean fishing operations in China. For the years ended December 31, 2020 and 2019, income tax was nil and nil, respectively.

 

Net (loss) income

 

As a result of the foregoing, our net loss was $77.6 million for the year ended December 31, 2020, compared to net income of $6.4 million for the year ended December 31, 2019. 

 

B. Liquidity and Capital Resources

 

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. Our principal liquidity demands are based on the capital needs of Pingtan Fishing related to the acquisition or construction of new fishing vessels and continuously upgrading and renovating existing vessels, and our general corporate purposes. We have historically relied on cash flow provided by operations and bank loans to supplement our working capital. We also receive government subsidies as a government incentive for encouraging the development of the ocean fishing industry. Since the outbreak of COVID-19, we have been paying close attention to the operations of our customers and optimizing the collection of accounts receivable. For new customers, we have adopted a policy of receiving payment before pick-up. As of December 31, 2021 and 2020, we had cash balances of approximately $5.8 million and $0.7 million, respectively. A significant portion of these funds are deposited with financial institutions located in the PRC and will continue to be indefinitely reinvested in our operations in the PRC. In 2021, we received $72.1 million from short-term bank loans, $98.3 million from long-term bank loans, and $18.5 million from government subsidies. The majority of the bank loans received are for funding working capital. In the same period, we also repaid bank loans of $126.1 million. Hence, we believe we have enough resources to operate for at least the next 12 months.

 

On January 8, 2021, the Company issued 4,000,000 Series A Convertible Preferred Shares, par value $0.001 per share (“Series A Preferred Shares”), at a purchase price of $1.00 per share and a stated value of $1.10 per share, in a registered direct offering. Each Series A Preferred Share was convertible into the Company’s ordinary shares at a conversion price per share equal to the lesser of $2.00 or 90% of the lowest volume weighted average price of the ordinary shares on a trading day during the ten trading days prior to the conversion date, but not lower than $0.44 per share, subject to certain adjustments. Holders of Series A Preferred Shares are entitled to receive dividends of 8.0% per annum. The net proceeds from this offering were approximately $3.70 million. From January 8, 2021 until May 27, 2021, the purchaser converted Series A Preferred Shares into ordinary shares of the Company pursuant to the terms of the certificate of designation of the Preferred Shares (the “Certificate of Designation”). The Company failed to timely file its annual report on Form 10-K for the fiscal year ended December 31, 2020 (as amended, the “10-K”) with the SEC, which ultimately resulted in the registration statement registering the Series A Preferred Shares and ordinary shares sold in the offering no longer being effective. This is a triggering event for certain redemption rights of the purchases set forth in the Certificate of Designation. On May 27, 2021, the Company redeemed 590,922 Series A Preferred Shares and repurchased 793,192 ordinary shares that were converted following the failure to file the 10-K from the purchaser for aggregate consideration of $1,450,000. 

 

40

 

 

The following table sets forth a summary of changes in our working capital from December 31, 2020 to December 31, 2021:

 

           December 31, 2020 to
December 31, 2021
 
   December 31,
2021
   December 31,
2020
   Change   Percentage
Change
 
Total current assets  $240,438,276   $114,249,453   $126,188,823    110.5%
Total current liabilities   243,384,265    133,364,200    110,020,065    82.5%
Working capital (deficit):  $(2,945,989)  $(19,114,747)  $16,168,758    (84.6)%

 

Our working (deficit) decreased from $19.1 million as of December 31, 2020 to $3.0 million as of December 31, 2021. This decrease in working deficit is primarily attributable to increases in (1) prepaid expenses of approximately $18.4 million and (2) other receivables of approximately $111.9 million, partially offset by a decrease in (1) inventories, net of reserves, of approximately $12.6 million, and increases in (2) accounts payable of approximately $35.4 million, (3) short-term bank loans of approximately $19.9 million, (4) long-term bank loans - current portion of approximately $36.9 million due to the repayment schedule and (5) accrued liabilities and other payables of approximately $15.4 million.

 

In order to mitigate our liquidity risk, we plan to rely on the proceeds from loans from banks and/or other financial institutions to increase working capital in order to meet capital demands, and the government subsidies for vessel modifications and rebuilding projects and reimbursement of certain operating expenses. In addition, Mr. Zhuo, the Chief Executive Officer and Chairman of the Board, will continue to provide financial support to the Company when necessary.

 

The Company meets its day-to-day working capital requirements through cash flows provided by operations, bank loans and related parties’ advances. The Company’s forecasts and projections show that the Company has adequate resources to continue in operational existence to meet its obligations in the twelve months following the date of this filing, considering that management has control over the timing and scope of investments in vessel building and operations in international waters and opportunities in new fishing territories. In recent years, the Company has also upgraded 68 fishing vessels and three transport vessels. The upgraded fishing vessels and transport vessels have greater working capacities, which would generate more revenue and cash inflows for the Company. In addition, the Company receives subsidies for modifications and rebuilding projects and reimbursement of certain operating expenses from the PRC government as an incentive for the development of the ocean fishing industry.

 

Cash flows 

 

The following summarizes the key components of our cash flows for the years ended December 31, 2021 and 2020:

 

   Year Ended December 31, 
   2021   2020 
Net cash provided by/(used in) operating activities  $29,319,709   $(32,578,152)
Net cash (used in) investing activities   (66,399,137)   (70,166,436)
Net cash provided by financing activities   46,039,394    101,922,460 
Effect of exchange rate on cash   1,056,081    1,334,522 
Net increase in cash  $10,016,047   $512,394 

 

Net cash flow provided by operating activities for the year ended December 31, 2021 primarily reflected our net loss of approximately $2.4 million, as adjusted by certain non-cash items, mainly consisting of depreciation of approximately $16.1 million, an increase in reserve for inventories of approximately $9.4 million, an impairment loss of assets of approximately $6.3 million and settlement of contract of approximately $26.4 million, and changes in operating assets and liabilities, primarily consisting of items that positively affected operating cashflows, primarily including (1) a decrease in accounts receivable of approximately $5.7 million, (2) a decrease in inventory of approximately $4.8 million, (3) an increase in accounts payable of approximately $35.8 million and (4) an increase in accrued liabilities and other payables of approximately $14.1 million, partially offset by items that negatively affected operating cashflows, primarily including (1) an increase in prepaid expenses of approximately $18.3 million, (2) an increase in accounts receivable- related party of approximately $5.6 million, (3) an increase in other receivables of approximately $8.0 million, and (4) a decrease in accounts payable-related parties of approximately $5.2 million.

 

41

 

 

Net cash flow used in investing activities was $66.4 million for the year ended December 31, 2021, primarily due to prepayments for long-term assets of approximately $54.1 million and payments for the purchase of property, plant and equipment of approximately $30.7 million, partially offset by proceeds received from government subsidies for fishing vessels construction of approximately $18.4 million.

 

Net cash flow provided by financing activities was $46.0 million for the year ended December 31, 2021, primarily due to proceeds from short-term bank loans of approximately $72.1 million, proceeds from long-term bank loans of approximately $98.3 million, proceeds from issuance of new shares of approximately $8.0 million, and advances from related party of approximately $7.0 million, partially offset by the repayments of short-term bank loans of approximately $53.5 million, repayments of long-term bank loans of approximately $72.6 million and loans issued to related parties of approximately $11.9 million

 

Capital expenditures

 

Our capital expenditures were primarily incurred for the purchase of property, plant and equipment and payments for fishing vessels construction and improvements. Our capital expenditures were $84.9 million in 2021. We intend to fund our future capital expenditure with our existing cash balance, bank loans and government subsidies. We will continue to make capital expenditures in the ordinary course of our business.

 

Contractual obligations

 

We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our consolidated financial position, results of operations, and cash flows.

 

The following table summarizes our contractual obligations as of December 31, 2021, and the effect these obligations are expected to have on our liquidity and cash flows in future periods.

 

   Payments Due by Period 
Contractual obligations:  Total   Less than
1 year
   1-3 years   3-5 years   5+ years 
Office lease obligations  $432,718   $400,557   $32,161   $   $ 
Short-term bank loans(1)   72,305,786    72,305,786             
Long-term bank loans   317,585,783    76,487,001    176,752,907    58,228,900    6,116,975 
Total  $390,324,287   $149,193,344   $176,785,068   $58,228,900   $6,116,975 

 

(1) Historically, we have refinanced these short-term bank loans for an additional term of six months to one year and we expect to continue to refinance these loans upon expiration.

 

42

 

 

Off-balance sheet arrangements

 

None.  

 

C. Research and Development, Patents and Licenses, etc.

 

None.

 

D. Trend Information

 

Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the 2022 fiscal year that are reasonably likely to have a material adverse effect on our net revenue, income, profitability, liquidity or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.

 

E. Critical Accounting Estimates

 

We prepare our consolidated financial statements in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. We continually evaluate these judgments and estimates based on our own experience, knowledge and assessment of current business and other conditions.

 

Our expectations regarding the future are based on available information and assumptions that we believe to be reasonable, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

 

An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur, could materially impact the combined and consolidated financial statements. We believe that the following accounting policies involve a higher degree of judgment and complexity in their application and require us to make significant accounting estimates.

 

Revenue Recognition

 

In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 and its related amendments, revenue is recognized when control of the promised goods or services, through performance obligations by the Company, is transferred to the customer in an amount that reflects the consideration it expects to be entitled to in exchange for the performance obligations.

 

We recognize revenue when a sales arrangement with a customer exists (e.g., contract, purchase orders, etc.), the transaction price is fixed or determinable and we have satisfied our performance obligation per the sales arrangement. Our sales arrangements have standard payment terms that do not exceed 180 days. The majority of our revenue originates from contracts with a single performance obligation to deliver products. Our performance obligations are satisfied when control of the product is transferred to the customer per the arranged shipping terms.

 

We also record a contract liability when customers prepay but we have not yet satisfied our performance obligation. We did not have any material unsatisfied performance obligations, contract assets or liabilities as of December 31, 2021 and December 31, 2020.

 

With respect to the sale of frozen fish and other marine catches to third party customers, most of which are sole proprietor regional wholesalers in China, we recognize revenue when customers pick up purchased goods at the Company’s cold storage warehouses, after payment is received by us or a credit sale is approved by us for recurring customers who have a history of financial responsibility. We do not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers. We do not accept returns from customers.

 

Inventories

 

Inventories, consisting of frozen fish and marine catches, are stated at the lower of cost or net realizable value utilizing the weighted average method. The cost of inventories is primarily comprised of fuel, freight, depreciation, direct labor, consumables, government levied charges and taxes. Consumables include fishing nets and metal containers used by fishing vessels. Our fishing fleets in international waters operate throughout the year, although the May to July period demonstrates lower catch quantities compared to the October to January period, which is the peak season.

 

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A reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed net realizable value due to price decreases, obsolescence or quantities in excess of expected demand, the Company will record a reserve for the difference between the cost and the net realizable value. These reserves are recorded based on estimates. 

 

When recorded, inventory reserves are intended to reduce the carrying value of inventories to their net realizable value. We regularly evaluate the ability to realize the value of inventories based on a combination of factors including the following: forecasted sales and estimated current and future market values.

 

Impairment of long-lived assets

 

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company evaluates the impairment by comparing the carrying amount of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the assets, the Company recognizes an impairment loss based on the excess of the carrying amount of the long-lived assets over their fair value. Impairment loss represents the impairment loss on the vessels whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recovered. See Note 2 of the consolidated financial statements included elsewhere in this annual report for further details.

  

Investment in unconsolidated company – Global Deep Ocean

 

We use the equity method of accounting for our investment in, and earnings or loss of, companies that we do not control but over which the Company does exert significant influence. We consider whether the fair value of our equity method investment has declined below its carrying value whenever adverse events or changes in circumstances indicate that the recorded value may not be recoverable. We review our investments for other-than-temporary impairment whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. Investments identified as having an indication of impairment are subject to further analysis to determine if the impairment is other-than-temporary and this analysis requires estimating the fair value of the investment. The determination of fair value of the investment involves considering factors such as current economic and market conditions, the operating performance of the entities including current earnings trends and forecasted cash flows, and other company and industry specific information. If we consider any decline to be other than temporary (based on various factors, including historical financial results and the overall health of the investee), then a write-down would be recorded to estimated fair value.

  

Recently adopted accounting standards

 

Codification Improvements to Topic 842, Leases (“ASU 2018-10”) and ASU 2018-11, Leases (Topic 842), Targeted Improvements (“ASU 2018-11”). The amendments in ASU 2018-10 affect only narrow aspects of the guidance issued in the amendments in ASU 2016-02, including but not limited to lease residual value guarantees, the rate implicit in the lease and lease term and purchase option. The amendments in ASU 2018-11 provide an optional transition method for adoption of the new standard, which will allow entities to continue to apply the legacy guidance in ASC 840, including its disclosure requirements, in the comparative periods presented in the year of adoption.

 

Effective January 1, 2019, we adopted the new lease standard using the modified retrospective approach and implemented internal controls to enable the preparation of financial information upon adoption. We elected to adopt both the transition relief provided in ASU 2018-11 and the package of practical expedients which allowed us, among other things, to retain historical lease classifications and accounting for any leases that existed prior to adoption of the standard. Additionally, we elected the practical expedients allowing us not to separate lease and non-lease components and not record leases with an initial term of twelve months or less (“short-term leases”) on the balance sheet across all existing asset classes. Adoption of the new standard did not have a material impact on the accounting for leases under which we are the lessee.

 

In August 2018, the FASB issued ASU 2018-13, “Changes to the Disclosure Requirements for Fair Value Measurement.” This standard eliminates the current requirement to disclose the amount or reason for transfers between level 1 and level 2 of the fair value hierarchy and the requirement to disclose the valuation methodology for level 3 fair value measurements. The standard includes additional disclosure requirements for level 3 fair value measurements, including the requirement to disclose the changes in unrealized gains and losses in other comprehensive income during the period and permits the disclosure of other relevant quantitative information for certain unobservable inputs. The new guidance was effective for interim and annual periods beginning after December 15, 2019. We applied the new standard beginning January 1, 2020. 

 

In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (“ASU 2020-01”) to clarify the interaction in accounting for equity securities under Topic 321, investments accounted for under the equity method of accounting in Topic 323 and the accounting for certain forward contracts and purchased options accounted for under Topic 815. ASU 2020-01 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020. We applied the new standard beginning January 1, 2021. 

 

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which eliminates certain exceptions to the existing guidance for income taxes related to the approach for intra-period tax allocations, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This ASU also simplifies the accounting for income taxes by clarifying and amending existing guidance related to the effects of enacted changes in tax laws or rates in the effective tax rate computation, the recognition of franchise tax and the evaluation of a step-up in the tax basis of goodwill, among other clarifications. ASU 2019-12 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020. We applied the new standard beginning January 1, 2021. 

 

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Recent accounting pronouncements

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments”, which will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In November 2019, the FASB issued ASU 2019-10. Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates, finalizes effective date delays for private companies, not-for-profit organizations, and certain smaller reporting companies applying the credit losses, leases, and hedging standards. The effective date for SEC filers, excluding smaller reporting companies as defined by the SEC, remains as fiscal years beginning after December 15, 2019. The new effective date for all other entities is fiscal years beginning after December 15, 2022. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of the expected credit loss. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. 

 

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

 

A. Directors and Senior Management

 

The following table sets forth information regarding our executive officers and directors as of the date of this annual report. Our directors serve until the annual meeting of shareholders or until their successors are elected and qualified. Our officers are elected by the Board and their terms of office are, except to the extent governed by an employment contract, at the discretion of the Board.

 

Directors and Executive Officers   Age   Position/Title
Xinrong Zhuo   57   Chief Executive Officer and Chairman of the Board
LiMing Yung   57   Chief Financial Officer
Lin Bao   61   Director
Zengbiao Zhu   72   Director
Xing An Lin   58   Director
Lin Lin   47   Director

 

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Xinrong Zhuo has served as chairman of our board since the business combination in February 2013. Prior to that, he served as the chairman of CDGC’s board and as its chief executive officer since August 2010. Mr. Zhuo has served as director of Fujian Road & Bridge Construction Co., Ltd., an infrastructure construction company, since December 2008, has served as the sole director of Tian Yuan Co., Ltd., a real estate investment company, since September 2007, has served as the chairman and legal representative of Fuzhou Dongxing Longju Real Estate Development Co., Ltd., a real estate development company, since March 2007, and has served as the vice general manager of Fujian Huashang Real Estate Development Co., Ltd., a real estate development company, since December 2006. From June 2005 to September 2007, Mr. Zhuo served as vice general manager of Tian Yuan Co. Ltd. Mr. Zhuo is qualified to serve on the board of directors due to his experience in the real estate development and his legal background and prior executive experience. 

 

LiMing Yung (Michael) has served as Pingtan’s Senior Vice President since 2015 and as the Chief Financial Officer since December 2019. Before joining Pingtan, Mr. Yung served as Managing Director of Terra Nova Natural Resources from 2008 to 2013. He also previously served as the Senior Vice President of UBS Paine Webber and the Vice President of Citicorp Investment. Mr. Yung holds a bachelor’s degree in finance from the New York Institute of Technology. 

 

Lin Bao has served as a member of the Board since the business combination in February 2013. From April 1989 to January 1997, he served as the general manager of Fuzhou Tang Cheng Plaza, a hotel affiliated with China Railway Construction Corporation Limited. Mr. Bao has served as the vice chairman of the China Fisheries Association since 2012, has served as vice chairman of Fujian Association for the Promotion of Pelagic Fisheries Development (“FAPPFD”) since 2015 and served as secretary and legal representative of FAPPFD since 2021. Mr. Bao received his associate degree in Accounting from Beijing Society Correspondence University in 1989. He obtained the Certificate of Highway Engineer in 2006. Mr. Bao’s background in the fishing industry, as well as his executive experience, led the Board to conclude that he should be nominated to serve as a director.

 

Zengbiao Zhu has served as an independent director on our board since the business combination in February 2013. Prior to that, he served as a director of CDGC from April 2011. Mr. Zhu has been a member of the National People’s Congress, or NPC, Standing Committee of Fujian Province and a member of the NPC Financial and Economic Committee of Fujian Province since January 2008. From 2004 to December 2009, he served as the director of the China Insurance Regulatory Commission Fujian Bureau. From 2000 to 2004, he served first as the deputy director and then the director of the China Insurance Regulatory Commission Fujian Bureau Fuzhou Office. From 1995 to 2000, he served as the president of the PBOC Fuzhou sub-branch. Mr. Zhu received his bachelor’s degree in Finance from Xiamen University in 1974. Mr. Zhu is qualified to serve on the board of directors due to his extensive political and regulatory background and contacts in the Fujian region.

 

Xing An Lin has served as an independent member of our board since February 2015. Mr. Lin is a Chinese Certified Public Accountant and Certified Tax Agent. He has served as Officer in Pingtan Haixin Tax Accountant Agent Office since December 2005. From January 2000 to November 2005, he served as Project Manager of Fujian Broker Accounting Firm. From November 1991 to December 1999, he served as Project Manager in Pingtan Audit Co., Ltd. From September 1985 to October 1991, he served as an accountant in Pingtan Grain Bureau Commercial Industry Company. Mr. Lin received his associate degree in Accounting from Fujian Xiamen University in 1983. Mr. Lin is qualified to serve on the board of directors due to his extensive accounting and regulatory background.

 

Lin Lin has served as an independent member of our board since February 2015. Mr. Lin is a Certified Tax Agent. He has served as Director in Pingtan Haixin Tax Accountant Agent Office since November 2004. From December 2005 to October 2010, he served as Project Manager of Pingtan Haixin Tax Accountant Agent Office. From October 1990 to November 2005, he served as Financial Controller in Pingtan Pharmaceutical Company. Mr. Lin received his bachelor’s degree in Professional Management in 1998 from the Party School of the CPC Central Committee. Mr. Lin is qualified to serve on the board of directors due to his extensive accounting and regulatory background.

 

B. Compensation

 

Compensation of Directors and Executive Officers

 

For the fiscal year ended December 31, 2021, we paid an aggregate of approximately US$0.2 million in cash to our directors and executive officers. Other than the statutory benefits that we are required by the PRC law to contribute for each employee, including pension insurance, we have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors.

 

We did not pay compensation to any non-employee directors during the fiscal year 2021. Our non-employee directors did not hold any outstanding option awards as of December 31, 2021. We do not pay our directors in connection with attending individual Board meetings, but we reimburse our directors for expenses incurred in connection with such meetings.

 

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Outstanding Equity Awards

 

As of December 31, 2021, there were no outstanding equity awards for our named executive officers.

 

Long-Term Incentive Plans

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our Compensation Committee. Although we do not have a formal broad based bonus plan, we may award bonuses on case-by-case basis depending on the terms of specific of employment agreements and other arrangements based on our financial performance as well as the executive’s performance which are determined by the Board in its sole discretion.

 

We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Compensation Committee.

 

As of the date of this annual report, we have no compensatory plan or arrangement with respect to any officer that results or will result in the payment of compensation in any form from the resignation, retirement or any other termination of employment of such officer’s employment with our Company, from a change in control of our Company or a change in such officer’s responsibilities following a change in control.

 

C. Board Practices

 

Board of Directors

 

Our board of directors consists of five directors. A director is not required to hold any shares in us by way of qualification. A director may vote with respect to any contract, proposed contract or arrangement in which he is materially interested, provided that the nature of his interest is disclosed by him at or prior to its consideration and any vote by our Board thereon. The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking, property and uncalled capital and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the company or of any third party. None of our directors has a service contract with us that provides for benefits upon termination of service.

 

Committees of the Board of Directors

 

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee and adopted a charter for each of the three committees. Each committee’s members and functions are described below.

 

Audit Committee. Our audit committee consists of Messrs. XingAn Lin, Zengbiao Zhu and Lin Lin, all of whom satisfy the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules and Rule 10A-3 under the Exchange Act. Our board of directors has determined that Mr. XingAn Lin is an audit committee financial expert as defined in the instructions to Item 16A of the Form 20-F. Our Audit Committee’s primary duties and responsibilities include, among others:

 

  reviewing and discussing our financial statements and financial reports with management and the independent auditor;

 

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  reviewing the effectiveness and adequacy of our internal control structure and procedures for financial reporting;

 

  reviewing management’s assessment of our disclosure controls and monitoring procedures designed to improve the quality and reliability of the disclosure of our financial results and operations;

 

  overseeing the appointment, compensation, evaluation of the qualifications and independence of our independent auditors;

 

  overseeing our compliance with legal and regulatory requirements;

 

  overseeing the adequacy of our internal controls and procedures to promote compliance with accounting standards and applicable laws and regulations;

 

  engaging advisors as necessary; and

 

  determining the funding from us that is necessary or appropriate to carry out the audit committee’s duties.

 

Compensation Committee. Our compensation committee consists of Messrs. XingAn Lin, Zengbiao Zhu and Lin Lin, all of whom satisfy the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:

 

  reviewing and advising the Board concerning our overall compensation philosophy, policies and plans, including a review of both regional and industry compensation practices and trends;

 

  reviewing and approving corporate and personal performance goals and objectives relevant to the compensation of all executive officers, and make recommendations regarding all executive compensation;

 

  recommending establishment and terms of incentive compensation plans and equity compensation plans, and administer such plans;

 

  making and approving grants of options and other equity awards to all executive officers and directors under our compensation plans;

 

  reviewing and making recommendations to the Board regarding compensation-related matters outside the ordinary course, including but not limited to employment contracts, change-in-control provisions, severance arrangements, and material amendments thereto;

 

  reviewing and discussing with management the disclosures in our “Compensation Discussion and Analysis” and any other disclosures regarding executive compensation to be included in the public filings or shareholder reports; and

 

  reviewing and discussing with management the risks associated with our compensation policies.

 

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Messrs. XingAn Lin, Zengbiao Zhu, and Lin Lin, all of whom satisfy the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules. The nominating and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. Our Nominating and Governance Committee makes recommendations to our Board regarding the nomination of candidates to stand for election as members of our Board, evaluates our Board’s performance, and provides oversight of corporate governance and ethical standards. Our Nominating and Governance Committee has the responsibility to develop and review on an ongoing basis the adequacy of, the corporate governance principles applicable to us. Our Nominating and Governance Committee assists our Board in fulfilling its oversight responsibilities with respect to the management of risks associated with Board organization, membership and structure, succession planning for our directors and executive officers, and corporate governance.  

 

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Terms of Directors and Officers

 

Our officers are elected by and serve at the discretion of the board. Our directors are elected at an annual general meeting for a three-year term to expire at the third succeeding annual general meeting after their election or until such time as they resign or are removed from office by ordinary resolution of our shareholders. A director will be removed from office automatically if, among other things, the director (1) becomes bankrupt or makes any arrangement or composition with his creditors generally; or (2) dies or becomes of unsound mind.

 

D. Employees

 

We had approximately 2,060, 1,998 and 2,356 employees as of December 31, 2019, 2020 and 2021, respectively. As of December 31, 2021, we had approximately 2,302 crew members and 54 members of management and administrative staff. We compensate our employees with base salaries and employee benefits. We purchase social insurance and make housing fund contribution for some employees. For the risks relating to our failure to make relevant payments for all applicable employees, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Pingtan Fishing has not bought the required social insurance for some of its employees and may be the subject of fines by the relevant authority” and “Item 3. Key Information—D. Risk Factors—Pingtan Fishing has not made past housing fund payments for and on behalf of its employees and we may be required to make such payments and be subject to fines or penalties.”

 

In 2021, we also contracted four third-party labor companies to provide crew labor dispatching services. We pay the hiring costs based on the actual fees incurred. Welfare and benefit payments for such personnel are covered by the companies supplying the crew members.

 

None of our employees is represented by any collective bargaining arrangements. We believe we have generally maintained good relationship with our employees.

 

E. Share Ownership

 

The following table sets forth information concerning the beneficial ownership of our ordinary shares as of December 31, 2021 by:

 

  each of our directors and executive officers; and

 

 

each person known to us to beneficially own 5.0% or more of our ordinary shares.

 

The calculations in the table below are based on the fact that there are 85,940,965 ordinary shares issued and outstanding as of the date of this annual report.

 

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant, or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.

 

Unless otherwise indicated in the footnotes, the principal address of each of the shareholders below is Pingtan Marine Enterprise Ltd., 18-19/F, Zhongshan Building A, No. 154 Hudong Road, Fuzhou, P.R.C. 350001.

 

   Ordinary
Shares
Beneficially
Owned
   Percent of
Ordinary
Shares
Outstanding
 
Directors and Named Executive Officers:        
Xinrong Zhuo(1)   45,402,355    52.8%
Lin Bao        
Zengbiao Zhu        
LiMing Yung   500    0.0%
XingAn Lin        
Lin Lin        
All Officers and Directors as a Group (total of 6 persons)   45,402,855    52.8%

 

(1) Represents 15,780,000 shares held by Heroic Treasure Limited, of which Mr. Zhuo is the controlling shareholder, and 28,079,868 shares held by Mars Harvest Co., Ltd., of which Mr. Zhuo is the sole shareholder and 1,542,487 shares held by Mr. Zhuo directly.

 

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ITEM 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

A. Major Shareholders

 

See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”

 

B. Related Party Transactions

 

We have established procedures for identifying related parties and related party transactions, and for ensuring that any changes in the status of related parties are brought to the attention of the Board and management in a timely manner. For transactions with related parties in the ordinary course of business, such as customer sales, supply purchases, subcontracting or consulting services, we apply the same review and approval process as we would in the context of other commercial agreements. All such transactions with related parties are summarized and provided to our Audit Committee for review. For transactions with related parties outside the ordinary course of business, such as significant capital expenditures, capital raising activities and mergers and acquisitions, the transactions must be approved by our Audit Committee. In accordance with the Company’s Audit Committee charter, the Audit Committee reviews and approves any related-party transactions after reviewing each such transaction for potential conflicts of interests and other improprieties. The Company does not have a separate written policy for related-party transactions; however, such transactions are reported to the Audit Committee or the Company in accordance with the Company’s Code of Ethics.

 

The following is a summary of the significant related party transactions in which we engaged during the year ended December 31, 2021: 

 

Our Chief Executive Officer, from time to time, have provided advances to us for working capital purposes. The advances are short-term in nature, non-interest bearing, unsecured and payable on demand. As of December 31, 2021, we owed approximately $7.2 million to our Chief Executive Officer.

 

We purchased vessel maintenance service from Zhiyan Lin of approximately $4,000 in 2021. Zhiyan Lin is a shareholder of Pingtan Fishing. 

 

In 2021, we purchased fuel, freight, fishing nets and other on-board consumables from Fujian Jingfu Marine Fishery Development Co., Ltd, Global Deep Ocean, Hong Long, and Huna Lin, of approximately $2.3 million, $0.3 million, $18.0 million and $16.8 million, respectively. Huna Lin is an immediate family member of Zhuyan Lin.

 

In 2021, we also purchased frozen shrimp from Xiamen Guomao Honglong Industrial Co., LTD and Global Deep Ocean of approximately $3.4 million and $14.0 million , respectively. 

 

For details about our agreements to secure loans from related parties, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business and Industry— We have entered into several agreements pledging certain fishing vessels as collateral to secure loans to related parties, Hong Long and Global Deep Ocean. The pledge has no beneficial purpose for us and we could lose our fishing vessels if Hong Long or Global Deep Ocean were to default on the loans, which could be detrimental for our operations.”

 

From time to time, our related parties provided guarantee and collateral for our bank borrowings. See Note 11 – Bank Loans to Notes to Consolidated Financial Statements of the Report of the Independent Registered Public Accounting Firm of this annual report.

 

For details about the compensation to our directors and executive officers, see “Item 6. Directors, Senior Management and Employees—B. Compensation.”

 

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C. Interests of Experts and Counsels

 

Not applicable.

 

ITEM 8. FINANCIAL INFORMATION

 

A. Consolidated Statements and Other Financial Information

 

We have appended consolidated financial statements filed as part of this annual report.

 

B. Legal Proceedings

 

See “Item 4. Information on our Company—B. Business Overview—Legal Proceedings.”

 

C. Dividend Policy

 

We did not declare or pay dividends for our ordinary shares or preferred shares in 2019 or 2020. We paid cash dividends of $300,000 in 2021 for our preferred shares.

 

We currently have no further plan to declare or pay any dividends in the near future on our shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

 

We can pay dividends only out of our profits or other distributable reserves and dividends or distributions will only be paid or made if we are able to pay our debts as they fall due in the ordinary course of business. Payment of future dividends, if any, will be at the discretion of the board of directors after taking into account various factors, including current financial condition, operating results, current and anticipated cash needs and regulations governing dividend distributions by wholly foreign owned enterprises in China.

 

We are a holding company incorporated in the Cayman Islands. We rely principally on dividends from our PRC subsidiaries for our cash requirements, including any payment of dividends to our shareholders. PRC regulations may restrict the ability of our PRC subsidiaries to pay dividends to us. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—If SAFE determines that its foreign exchange regulations concerning “round-trip” investment apply to our shareholding structure, a failure by our shareholders or beneficial owners to comply with these regulations may restrict our ability to distribute profits, restrict our overseas and cross-border investment activities or subject us to liability under PRC laws, which may materially and adversely affect our business and prospects.”

 

B. Significant Changes

 

Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.

 

ITEM 9. THE OFFER AND LISTING

 

A. Offer and Listing Details

 

Our shares are listed on the Nasdaq Capital Market under the symbol “PME.”

 

B. Plan of Distribution

 

Not applicable.

 

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C. Markets

 

Our shares have been listed for trading on the Nasdaq Capital Market under the symbol “PME” since February 2013 through various transactions under a business combination between, among others, China Equity Growth Investment Ltd., China Dredging Group Co., Ltd and Merchant Supreme Co., Ltd.

 

D. Selling Shareholders

 

Not applicable.

 

E. Dilution

 

Not applicable.

 

F.  Expenses of the Issue

 

Not applicable.

 

ITEM 10. ADDITIONAL INFORMATION

 

A. Share Capital

 

Not applicable.

 

B. Memorandum and Articles of Association

 

We incorporate by reference into this annual report our amended and restated memorandum of association filed as Exhibit 3.1 to our Current Report on Form 8-K (File No. 001-35192) filed with the SEC on March 1, 2013.

 

C. Material Contracts

 

Material contracts other than in the ordinary course of business are described in Item 4 and Item 7 or elsewhere in this annual report.

 

D. Exchange Controls

 

See “Item 4. Information on the Company—B. Business Overview—Regulations—PRC Regulations Relating to Foreign Exchange.”

 

E. Taxation

 

The following discussion of material Cayman Islands, PRC and United States federal income tax consequences of an investment in our ordinary shares is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change. This discussion does not deal with all possible tax consequences relating to an investment in our ordinary shares, such as the tax consequences under state, local and other tax laws.

 

Cayman Islands Taxation

 

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of, the Cayman Islands. There are no exchange control regulations or currency restrictions in the Cayman Islands.

 

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People’s Republic of China Taxation

 

PME is a holding company incorporated in the Cayman Islands and its income depends primarily on dividends from its PRC subsidiaries. The PRC enterprise income tax law and its implementation rules provide that an income tax rate of 10.0% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprise shareholders unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions. Under the Double Tax Avoidance Arrangement, dividends paid by a foreign-invested enterprise in the PRC to its direct holding company, which is considered a Hong Kong tax resident and is determined by the PRC tax authority to have satisfied relevant requirements under the Double Tax Avoidance Arrangement between China and Hong Kong and other applicable PRC laws, will be subject to withholding tax at the rate of 5.0%. Entitlement to a lower tax rate on dividends according to tax treaties or arrangements between the PRC central government and governments of other countries or regions is subject to inspection or approval of the relevant tax authorities. Furthermore, the State Administration of Taxation promulgated Circular 9 to clarify the definition of beneficial owner under PRC tax treaties and tax arrangements. According to Circular 9, a beneficial owner refers to a party who holds ownership of and control over the income of the entity, or the rights or assets from which such income is derived. The test to determine whether a resident of the other contracting party to the double taxation treaty or arrangement is a beneficial owner shall focus on several factors including, among others, (1) whether the applicant is under the obligation to pay 50% or more of the income received to any resident of any third country or region within 12 months upon receipt of the income; and (2) whether the business activities carried out by the applicant constitutes substantive business activities, which include substantive manufacturing, distribution, management and other activities.

 

Under the PRC enterprise income tax law, enterprises established under the laws of jurisdictions outside China with their “de facto management body” located within China may be considered to be PRC tax resident enterprises for tax purposes and therefore subject to PRC enterprise income tax at the rate of 25% on their worldwide income. The implementation rules of the PRC enterprise income tax law define the term “de facto management body” as a management body which substantially manages, or has control over the business, personnel, finance and assets of an enterprise. The State Administration of Taxation issued the Notice Regarding the Determination of Chinese-Controlled Offshore Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, on April 22, 2009. Circular 82 provides certain specific criteria for determining whether the “de facto management body” of a Chinese-controlled offshore incorporated enterprise is located in China, which include all of the following conditions: (1) the senior management and core management departments in charge of daily operations are located mainly within China, (2) financial and human resources decision are subject to determination or approval by persons or bodies in China, (3) major assets, accounting books, company seals and minutes and files of board and shareholders’ meeting are located or kept within China, and (4) at least half of the enterprise’s directors with voting rights or senior management reside within China. The State Administration of Taxation issued a bulletin on August 3, 2011 to provide more guidance on the implementation of Circular 82. The bulletin clarifies certain matters relating to resident status determination, post-determination administration and competent tax authorities. Although both the circular and the bulletin only apply to offshore enterprises controlled by PRC enterprises and not those by PRC individuals, the determination criteria set forth in the circular and administration clarification made in the bulletin may reflect the general position of the State Administration of Taxation on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises and the administration measures should be implemented, regardless of whether they are controlled by PRC enterprises or PRC individuals. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—We may be classified as a PRC “resident enterprise” under the PRC enterprise income tax law, which could result in unfavorable tax consequences for us and our shareholders and have a material adverse effect on our results of operations.”

 

United States Federal Income Tax Considerations

 

The following discussion is a summary of United States federal income tax considerations relating to the ownership and disposition of our ordinary shares by a U.S. Holder, as defined below, who holds our ordinary shares as “capital assets” (generally, as property held for investment) under the United States Internal Revenue Code of 1986, as amended, or the Code. This discussion is based upon existing United States federal income tax law, which is subject to differing interpretations or change, possibly with retroactive effect. No ruling has been sought from the Internal Revenue Service, or the IRS, with respect to any United States federal income tax consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position. This discussion does not address all aspects of United States federal income taxation that may be relevant to particular investors in light of their individual circumstances, including investors subject to special tax rules (such as, for example, banks, financial institutions, insurance companies, regulated investment companies, real estate investment trusts, grantor trusts, individual retirement and other tax-deferred accounts, broker-dealers, traders in securities that elect to use a mark-to-market method of accounting, partnerships or other pass-through entities and their partners or investors, tax-exempt organizations (including private foundations)), investors who are not U.S. Holders, investors who are former U.S. citizens or long-term residents, investors subject to special accounting rules under Section 451(b) of the Code, investors that own (directly, indirectly, or constructively) 10% or more of our stock by vote or by value, investors that hold their ordinary shares as part of a straddle, hedge, conversion, constructive sale or other integrated transaction, or investors that have a functional currency other than the U.S. dollar, all of whom may be subject to tax rules that differ significantly from those summarized below. In addition, this discussion does not address any U.S. federal estate, gift or alternative minimum tax considerations, any U.S. state, local, or non-United States tax considerations, or the additional Medicare tax on net investment income. Each potential investor is urged to consult its tax advisor regarding the United States federal, state, local and non-United States income and other tax considerations of an investment in our ordinary shares.

  

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General

 

For purposes of this discussion or arrangement, a “U.S. Holder” is a beneficial owner of our ordinary shares that is, for United States federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or other entity treated as a corporation for United States federal income tax purposes) created in, or organized under the laws of, the United States or any state thereof or the District of Columbia, (3) an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source, or (4) a trust (a) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to control all substantial decisions of the trust or (b) that has otherwise elected to be treated as a United States person under the Code.

 

If a partnership (or other entity or arrangement treated as a partnership for United States federal income tax purposes) is a beneficial owner of our ordinary shares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. Partnerships and partners of a partnership holding our ordinary shares are urged to consult their tax advisors regarding an investment in our ordinary shares.

  

Passive foreign investment company considerations

 

A non-United States corporation, such as our company, will be classified as a “passive foreign investment company,” or PFIC, for United States federal income tax purposes if, for any particular taxable year, either (1) 75% or more of its gross income for such year consists of certain types of “passive” income or (2) 50% or more of its average quarterly assets during such year produce or are held for the production of passive income. For this purpose, cash and cash equivalents are generally categorized as passive assets and the company’s unbooked intangibles associated with active business activities may generally be classified as active assets. Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other non-U.S. corporation in which we own, directly or indirectly, more than 25% (by value) of the stock.

 

Based upon our historical and current income and assets, we do not believe that we were classified as a PFIC for the taxable year ending December 31, 2021.

 

While we do not expect to become a PFIC in the current or future taxable years, the determination of whether we are or will become a PFIC will depend upon the composition of our income (which may differ from our historical results and current projections) and assets and the value of our assets from time to time, including, in particular the value of our goodwill and other unbooked intangibles (which may depend upon the market value of our ordinary shares from time-to-time and may be volatile). In estimating the value of our goodwill and other unbooked intangibles, we have taken into account our market capitalization, which has fluctuated and may continue to fluctuate. If our market capitalization declines or does not increase, we may be classified as a PFIC for the current or future taxable years. It is also possible that the IRS may challenge our classification or valuation of our goodwill and other unbooked intangibles, which may result in our company being, or becoming classified as, a PFIC for the current or one or more future taxable years.

 

The determination of whether we are or will be a PFIC may also depend, in part, on how, and how quickly, we use our liquid assets, including cash. Under circumstances where we retain significant amounts of liquid assets including cash, our risk of being classified as a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year. If we are classified as a PFIC for any year during which a U.S. holder holds our ordinary shares, we generally would continue to be treated as a PFIC for all succeeding years during which such U.S. holder holds our ordinary shares.

 

The discussion below under “Dividends” and “Sale or Other Disposition of Ordinary Shares” is written on the basis that we will not be classified as a PFIC for United States federal income tax purposes. The United States federal income tax rules that apply if we are classified as a PFIC for the current taxable year or any subsequent taxable year are discussed below under “Passive Foreign Investment Company Rules.”

  

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Dividends

 

Subject to the PFIC rules described below, any cash distributions (including the amount of any PRC tax withheld) paid on our ordinary shares out of our current or accumulated earnings and profits, as determined under United States federal income tax principles, will generally be includible in the gross income of a U.S. Holder as dividend income on the day actually or constructively received by the U.S. Holder in the case of ordinary shares. Because we do not intend to determine our earnings and profits on the basis of United States federal income tax principles, any distribution will generally be treated as a “dividend” for United States federal income tax purposes. Under current law, a non-corporate recipient of dividend income will generally be subject to tax on dividend income from a “qualified foreign corporation” at the lower applicable net capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided that certain holding period and other requirements are met.

 

A non-United States corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) will generally be considered to be a qualified foreign corporation (1) if it is eligible for the benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is satisfactory for purposes of this provision and which includes an exchange of information program, or (2) with respect to any dividend it pays on stock which is readily tradable on an established securities market in the United States. Our ordinary shares are listed on the Nasdaq Capital Market. Accordingly, we believe that our ordinary shares are readily tradable on an established securities market in the United States and that we will be a qualified foreign corporation with respect to dividends paid on our ordinary shares. However, there can be no assurance that our shares are or will continue to be considered readily tradable on an established securities market in later years. In the event we are deemed to be a PRC resident enterprise under the EIT Law, we may be eligible for the benefits of the Agreement Between the Government of the United States of America and the Government of the People’s Republic of China for the Avoidance of Double Taxation and the Prevention of Tax Evasion with Respect to Taxes on Income (the “United States-PRC income tax treaty”) (which the Secretary of the Treasury of the United States has determined is satisfactory for this purpose), in which case we would be treated as a qualified foreign corporation with respect to dividends paid on our ordinary shares. U.S. Holders are urged to consult their tax advisors regarding the availability of the reduced tax rate on dividends in their particular circumstances. Dividends received on our ordinary shares will not be eligible for the dividends received deduction allowed to corporate shareholders of a domestic corporation.

 

For United States foreign tax credit purposes, dividends paid on our ordinary shares will generally be treated as income from foreign sources and will generally constitute passive category income. In the event that we are deemed to be a PRC resident enterprise under the EIT Law, a U.S. Holder may be subject to PRC withholding taxes on dividends paid, if any, on our ordinary shares. A U.S. Holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on our ordinary shares. A U.S. Holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead claim a deduction for United States federal income tax purposes in respect of such withholding, but only for a year in which such holder elects to do so for all creditable foreign income taxes. The rules governing the foreign tax credit are complex. U.S. Holders are urged to consult their tax advisors regarding the availability of the foreign tax credit under their particular circumstances.

 

Sale or other disposition of ordinary shares

 

Subject to the PFIC rules discussed below, a U.S. Holder will generally recognize capital gain or loss, if any, upon the sale or other disposition of ordinary shares in an amount equal to the difference between the amount realized upon the disposition and the holder’s adjusted tax basis in such ordinary shares. Any capital gain or loss will be long-term gain or loss if the ordinary shares have been held for more than one year and will generally be United States source gain or loss for United States foreign tax credit purposes. Long-term capital gains of non-corporate taxpayers are currently eligible for reduced rates of taxation. In the event that we are treated as a PRC resident enterprise under the EIT Law, and gain from the disposition of the ordinary shares is subject to tax in the PRC, such gain may be treated as PRC source gain for foreign tax credit purposes under the United States-PRC income tax treaty. The deductibility of a capital loss may be subject to limitations. U.S. Holders are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposed on a disposition of our ordinary shares, including the availability of the foreign tax credit under their particular circumstances.

 

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Passive Foreign Investment Company Rules

 

If we are classified as a PFIC for any taxable year during which a U.S. Holder holds our ordinary shares, unless the U.S. Holder makes a mark-to-market election (as described below), the U.S. Holder will, except as discussed below, be subject to additional taxes and a deferred interest charge, regardless of whether we remain a PFIC, on (1) any excess distribution that we make to the U.S. Holder (which generally means any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the ordinary shares), and (2) any gain realized on the sale or other disposition, including, under certain circumstances, a pledge, of ordinary shares. Under the PFIC rules:

 

  the excess distribution and/or gain will be allocated ratably over the U.S. Holder’s holding period for the ordinary shares;

 

  the amount allocated to the current taxable year and any taxable years in the U.S. Holder’s holding period prior to the first taxable year in which we are classified as a PFIC, or a pre-PFIC year, will be taxable as ordinary income; and

 

  the amount allocated to each prior taxable year, other than the current taxable year or a pre-PFIC year, will be subject to tax at the highest tax rate in effect applicable to the individuals or corporations, as appropriate, for that year, and will be increased by an additional tax equal to interest on the resulting tax deemed deferred with respect to each such other taxable year.

 

If we are a PFIC for any taxable year during which a U.S. Holder holds our ordinary shares and any of our non-United States subsidiaries is also a PFIC, such U.S. Holder would be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of these rules, even though such U.S. Holder would not receive the proceeds of any distributions or dispositions from such lower-tier PFICs. Each U.S. Holder is advised to consult its tax advisors regarding the application of the PFIC rules to any of our subsidiaries.

 

As discussed above under “Dividends,” dividends that we pay on our ordinary shares will not be eligible for the reduced tax rate that applies to qualified dividend income if we are classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year. In addition, if a U.S. Holder owns our ordinary shares during any taxable year that we are a PFIC, the holder must file an annual information return with the IRS. Each U.S. Holder is urged to consult its tax advisor concerning the United States federal income tax consequences of purchasing, holding, and disposing ordinary shares if we are or become a PFIC, including the possibility of making a mark-to-market election and the unavailability of the qualified electing fund election.

 

As an alternative to the foregoing rules, a U.S. Holder of “marketable stock” in a PFIC may make a mark-to-market election with respect to our ordinary shares, provided that the ordinary shares are “regularly traded” (as specially defined) on the Nasdaq Stock Market. Our ordinary shares will be “marketable” stock as long as they remain regularly traded on a national securities exchange, such as the Nasdaq Stock Market. Such stock generally will be “regularly traded” for any calendar year during which such stock is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. No assurances may be given regarding whether our ordinary shares qualify or will continue to qualify as being regularly traded in this regard. If a mark-to-market election is made, the U.S. Holder will generally (1) include as ordinary income for each taxable year that we are a PFIC the excess, if any, of the fair market value of ordinary shares held at the end of the taxable year over the adjusted tax basis of such ordinary shares and (2) deduct as an ordinary loss the excess, if any, of the adjusted tax basis of the ordinary shares over the fair market value of such ordinary shares held at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. The U.S. Holder’s adjusted tax basis in the ordinary shares would be adjusted to reflect any income or loss resulting from the mark-to-market election. If a U.S. Holder makes an effective mark-to-market election, in each year that we are a PFIC any gain recognized upon the sale or other disposition of the ordinary shares will be treated as ordinary income and loss will be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the mark-to-market election.

 

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If a U.S. Holder makes a mark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, the U.S. Holder will not be required to take into account the mark-to-market gain or loss described above during any period that such corporation is not classified as a PFIC.

  

Because a mark-to-market election cannot be made for any lower-tier PFICs that a PFIC may own, a U.S. Holder who makes a mark-to-market election with respect to our ordinary shares may continue to be subject to the general PFIC rules with respect to such U.S. Holder’s indirect interest in any of our non-United States subsidiaries that is classified as a PFIC.

 

Alternative rules to the default PFIC rules set forth above apply if an election is made to treat us as a “Qualified Electing Fund”, or QEF, under Section 1295 of the Code. A QEF election is available only if the U.S. Holder receives an annual information statement from the PFIC setting forth its ordinary earnings and net capital gains, as calculated for United States federal income tax purposes.  We do not intend to provide information necessary for U.S. Holders to make qualified electing fund elections, which, if available, would result in tax treatment different from the general tax treatment for PFICs described above.

 

Information reporting and backup withholding

 

Certain U.S. Holders may be required to report information to the IRS relating to such holder’s interest in “specified foreign financial assets,” including shares issued by a non-United States corporation, for any year in which the aggregate value of all specified foreign financial assets exceeds $50,000 (or a higher dollar amount prescribed by the IRS), subject to certain exceptions (including an exception for shares held in custodial accounts maintained with a United States financial institution). These rules also impose penalties if a U.S. Holder is required to submit such information to the IRS and fails to do so. U.S. Holders are urged to consult their own tax advisors regarding foreign financial asset reporting obligations and their possible application to the holding of ordinary shares.

 

In addition, U.S. Holders may be subject to information reporting to the IRS and backup withholding with respect to dividends on and proceeds from the sale or other disposition of our ordinary shares. Information reporting will apply to payments of dividends on, and to proceeds from the sale or other disposition of ordinary shares by a paying agent within the United States to a U.S. Holder, other than U.S. Holders that are exempt from information reporting and properly certify their exemption. A paying agent within the United States will be required to withhold at the applicable statutory rate, currently 24%, in respect of any payments of dividends on, and the proceeds from the disposition of ordinary shares within the United States to a U.S. Holder (other than U.S. Holders that are exempt from backup withholding and properly certify their exemption) if the holder fails to furnish its correct taxpayer identification number or otherwise fails to comply with applicable backup withholding requirements. U.S. Holders who are required to establish their exempt status generally must provide a properly completed IRS Form W-9.

 

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability. A U.S. Holder generally may obtain a refund of any amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the IRS in a timely manner and furnishing any required information. Each U.S. Holder is advised to consult with its tax advisor regarding the application of the United States information reporting rules to their particular circumstances.

 

F.  Dividends and Paying Agents

 

Not applicable.

 

G. Statement by Experts

 

Not applicable.

 

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H. Documents on display

  

We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year. Copies of reports and other information, when so filed, may be inspected without charge and may be obtained at prescribed rates at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The public may obtain information regarding the Washington, D.C. Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site at www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system.

 

As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

 

I. Subsidiary Information

 

Not applicable.

 

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Foreign currency risk

 

Our revenues, expenses and assets and liabilities are primarily denominated in Renminbi. Renminbi is not freely convertible into foreign currencies for capital account transactions. The value of the Renminbi against the U.S. dollar and other currencies is affected by changes in China’s political and economic conditions and by China’s foreign exchange policies, among other things. In July 2005, the PRC government changed its decades-old policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation subsided and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. On March 17, 2014, the PRC government announced a policy to further expand the maximum daily floating range of Renminbi trading prices against the U.S. dollar in the inter-bank spot foreign exchange market to 2.0%. On August 10, 2015, the PRC government announced that it had changed the calculation method for Renminbi’s daily central parity exchange rate against the U.S. dollar, which resulted in an approximately 2.0% depreciation of Renminbi on that day. We expect Renminbi to fluctuate more significantly in value against the U.S. dollar or other foreign currencies in the future, depending on the market supply and demand with reference to a basket of major foreign currencies. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future.

 

To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. To the extent that we need to convert U.S. dollars we received from the offering into Renminbi for our operations or capital expenditures, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount available to us.

 

In addition, very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency.

 

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Concentration of credit risk

 

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. All of the Company’s cash is maintained with state-owned banks within the PRC and Hong Kong, and none of these deposits are not fully covered by insurance. The Company has not experienced any losses in such accounts. A portion of the Company’s sales are credit sales which are primarily to customers whose ability to pay are dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk.

 

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

A. Debt Securities

 

Not applicable.

 

B. Warrants and Rights

 

Not applicable.

 

C. Other Securities

 

Not applicable.

 

D. American Depositary Shares 

 

Not applicable.

 

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PART II

 

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

 

None.

 

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

 

None.

 

ITEM 15. CONTROLS AND PROCEDURES

 

Conclusion regarding the effectiveness of disclosure controls and procedures

 

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Controls and other procedures that are designed to provide reasonable assurance that the information that we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2021 as a result of the material weaknesses in our internal control over financial reporting discussed below.

 

Management’s report on internal control over financial reporting

 

The management of the Company is responsible for establishing, maintaining, and assessing the effectiveness of internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our management, under the supervision of our chief executive officer and chief financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Internal control over financial reporting includes policies and procedures that: