NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND DESCRIPTION
OF BUSINESS
Sunrise Real Estate Group, Inc. “SRRE”
was incorporated in Texas on October 10, 1996 under the name of Parallax Entertainment, Inc. SRRE together with its subsidiaries
and equity investment described below is collectively referred to as “the Company”, “we”, “our”,
or “us”. The Company is primarily engaged in the provision of property brokerage services, which include property marketing,
leasing, and management services; and real estate development in the People’s Republic of China (the “PRC”).
As of March 31, 2019, the Company has the
following major subsidiaries and equity investment.
Company Name
|
|
Date of Incorporation
|
|
Place of Incorporation
|
|
% of Ownership held by the Company
|
|
Relationship with the Company
|
|
Principal Activity
|
Sunrise Real Estate Development
Group, Inc. (CY-SRRE)
|
|
April 30, 2004
|
|
Cayman
Islands
|
|
100%
|
|
Subsidiary
|
|
Investment holding
|
Lin Ray Yang Enterprise Limited
(“LRY”)
|
|
November 13, 2003
|
|
British Virgin Islands
|
|
100%
|
|
Subsidiary
|
|
Investment holding
|
Shanghai Xin Ji Yang Real Estate
Consultation Company Limited (“SHXJY”)
|
|
August 20, 2001
|
|
PRC
|
|
100%
|
|
Subsidiary
|
|
Property brokerage services
|
Shanghai Shang Yang Real Estate
consultation Company Limited (“SHSY”)
|
|
February 5, 2004
|
|
PRC
|
|
100%
|
|
Subsidiary
|
|
Property brokerage services
|
Suzhou Shang Yang Real Estate
Consultation Company Limited (“SZSY”)
|
|
November 24, 2006
|
|
PRC
|
|
75.25%1
|
|
Subsidiary
|
|
Property brokerage and management services
|
Suzhou Xi Ji Yang Real Estate
Consultation Company Limited (“SZXJY”)
|
|
June 25, 2004
|
|
PRC
|
|
75%
|
|
Subsidiary
|
|
Property brokerage services
|
Linyi Shangyang Real Estate Development
Company Limited (“LYSY”)
|
|
October 13, 2011
|
|
PRC
|
|
24%2
|
|
Subsidiary
|
|
Real estate development
|
Shangqiu Shang Yang Real Estate
Consultation Company Limited (“SQSY”)
|
|
October 20, 2010
|
|
PRC
|
|
100%
|
|
Subsidiary
|
|
Property brokerage services
|
Wuhan Gao Feng Hui Consultation
Company Limited (“WHGFH”)
|
|
November 10, 2010
|
|
PRC
|
|
60%
|
|
Subsidiary
|
|
Property brokerage services
|
Sanya Shang Yang Real Estate
Consultation Company Limited
(“SYSY”)
|
|
September 18, 2008
|
|
PRC
|
|
100%
|
|
Subsidiary
|
|
Property brokerage services
|
Shanghai Rui Jian Design Company
Limited (“SHRJ”)
|
|
August 15, 2011
|
|
PRC
|
|
100%
|
|
Subsidiary
|
|
Property brokerage services
|
Linyi Rui Lin Construction and Design
Company Limited (“LYRL”)
|
|
March 6, 2012
|
|
PRC
|
|
100%
|
|
Subsidiary
|
|
Investment holding
|
Wuhan Yuan Yu Long Real Estate Development Company Limited (“WHYYL”)
|
|
December 28, 2009
|
|
PRC
|
|
49%
|
|
Equity investment
|
|
Real estate development
|
Shanghai Xin Xing Yang Real Estate Brokerage Company Limited (“SHXXY”)
|
|
September 28, 2011
|
|
PRC
|
|
20%
|
|
Equity investment
|
|
Property brokerage services
|
Xin Guang Investment Management and
Consulting Company Limited (“XG”)
|
|
December 17, 2012
|
|
PRC
|
|
49%
|
|
Equity investment
|
|
Investment management and consulting
|
Shanghai Da Er Wei Trading
Company Limited (“SHDEW”)
|
|
June 6, 2013
|
|
PRC
|
|
19.91%3
|
|
Equity investment
|
|
Import and export trading
|
Shanghai Hui Tian (“SHHT”)
|
|
July 25, 2014
|
|
PRC
|
|
100%
|
|
Subsidiary
|
|
Investment holding
|
Huai’an Zhanbao Industrial
Co., Ltd. (“HAZB”)
|
|
December 6, 2018
|
|
PRC
|
|
78.46%4
|
|
Subsidiary
|
|
Investment holding
|
Huai’an Tianxi Real Estate
Development Co., Ltd (“HATX”)
|
|
October, 2018
|
|
PRC
|
|
100%4
|
|
Subsidiary
|
|
Investment holding
|
1
|
The Company and a shareholder of SZSY, which holds 12.5% equity interest in SZSY, entered into a voting agreement that the Company is entitled to exercise the voting rights in respect of the shareholder’s 12.5% equity interest in SZSY. The Company effectively holds 75.25% voting rights in SZSY and therefore considers SZSY as a subsidiary of the Company.
|
2
|
The Company and a shareholder of LYSY, which holds 51% equity interest in LYSY, entered into a voting agreement that the Company is entitled to exercise the voting rights in respect of her 51% equity interest in LYSY. The Company effectively holds 75% voting rights in LYSY and therefore considers LYSY as a subsidiary of the Company.
|
3
|
In December 2019, SHDEW had an employee stock bonus where
its employees received their vested shares. This resulted in the dilution of our ownership of SHDEW from 20.38% to 19.91%
|
4
|
We established HATX for real estate development in Huai’an
through HAZB, of which we have 78.46% ownership.
|
The accompanying condensed consolidated
balance sheet as of December 31, 2018, which has been derived from the audited consolidated financial statements and the accompanying
unaudited condensed consolidated financial statements, have been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial
statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)
have been condensed or omitted pursuant to those rules and regulations and the Company believes that the disclosures made are adequate
to make the information not misleading.
In the opinion of management, these condensed
consolidated financial statements reflect all adjustments which are of a normal recurring nature and which are necessary to present
fairly the financial position of Sunrise Real Estate as of March 31, 2019 and the results of operations for the three months ended
March 31, 2019 and 2018, and the cash flows for the three months ended March 31, 2019 and 2018. These condensed consolidated financial
statements and related notes should be read in conjunction with the Company’s annual report on Form 10-K for the fiscal year
ended December 31, 2018. The results of operations for the three months ended March 31, 2019 are not necessarily indicative of
the results which may be expected for the entire fiscal year.
The preparation of condensed consolidated
financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
NOTE 2 –SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
Basis of Accounting and Principles of
Consolidation
The condensed consolidated financial statements
include the financial statements of Sunrise Real Estate Group, Inc. and its subsidiaries. All significant inter-company accounts
and transactions have been eliminated on consolidation.
Investments in business entities, in which
the Company does not have control but has the ability to exercise significant influence over operating and financial policies are
accounted for using the equity method.
We change our evaluation of SHDEW
investment from the equity method to the measurement alternative method due to our ownership of SHDEW was decreased to 19.91%
and the Company does not have significant control of SHDEW. This change in the evaluation method will negatively affect our
financial statement in items such as equity in net gain of an affiliate, the net profit in our statement of operations and
the investment in unconsolidated affiliate in our balance sheet statement. Our equity in net gain of an affiliate decreased
to $0 which lowered our net profit and thus lowering our earning per share. One one-time effect in our financial line item is
discontinuation of equity method for an investment as of April 30, 2020 in our statement of operations which increased by
$21,806,214 from $0 in 2018.
Foreign Currency Translation and Transactions
The functional currency of SRRE,
CY-SRRE and LRY is U.S. dollars (“$”) and their financial records and the financial statements are maintained and
prepared in U.S. dollars. The functional currency of the Company’s subsidiaries and affiliate in China is Renminbi
(“RMB”) and their financial records and statements are maintained and prepared in RMB.
Foreign currency transactions during the
period are translated into each company’s denominated currency at the exchange rates ruling at the transaction dates. Gain
and loss resulting from foreign currency transactions are included in the consolidated statement of operations. Assets and liabilities
denominated in foreign currencies at the balance sheet date are translated into each company’s denominated currency at period-end
exchange rates. All exchange differences are dealt with in the consolidated statements of operations.
The financial statements of the Company’s
operations based outside of the United States have been translated into U.S. dollars in accordance with ASC830. Management has
determined that the functional currency for each of the Company’s foreign operations is its applicable local currency. When
translating functional currency financial statements into U.S. dollars, period-end exchange rates are applied to the condensed
consolidated balance sheets, while average exchange rates as to revenues and expenses are applied to consolidated statements of
operations. The effect of foreign currency translation adjustments is included as a component of accumulated other comprehensive
income in shareholders’ equity.
The exchange rates as of March 31, 2019
and December 31, 2018 are $1: RMB 6.7335 and $1: RMB 6.8632, respectively.
The RMB is not freely convertible into
foreign currency and all foreign exchange transaction must take place through authorized institutions. No representation is made
that the RMB amounts could have been, or could be, converted into U.S. dollars at the rate used in translation.
Real Estate Property under Development
Real estate property under development,
which consists of residential unit sites and commercial and residential unit sites under development, is stated at the lower of
carrying amounts or fair value less selling costs.
Expenditures for land development, including
cost of land use rights, deed tax, pre-development costs and engineering costs, are capitalized and allocated to development projects
by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales value
of units to the estimated total sales value times the total project costs.
Costs of amenities transferred to buyers
are allocated as common costs of the project that are allocated to specific units as a component of total construction costs. For
amenities retained by the Company, costs in excess of the related fair value of the amenity are also treated as common costs. Results
of operations of amenities retained by the Company are included in current operating results.
In accordance with ASC 360, “Property,
Plant and Equipment” (“ASC 360”), real estate property under development is subject to valuation adjustments
when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the assets is not
recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows
expected to be generated by the assets.
For the three months ended March 31, 2019,
the Company had recognized the net revenue and cost of revenue of ZJPF project at a certain proportion.
In October 2018 we established HATX
for the purpose of for real estate development in Huai’an through HAZB of which we have 78.46% ownership. HAZB
purchased the property in Jiangsu Pronvince, Huaian City Qingjiang Pu District, with an area of 78,030 square meters
and the Company, through HATX, invested 78.46% shares in HAZB. The Huai’an project, named Tianxi Times, started its
1st phase development in early 2019 with a GFA of 41,795 sqm totaling 347 units. As of March 31, 2019, the Company
pre-sold 255 out of 347 units.
Long Term Investments
The Company accounts for long term investments
in equities as follows.
Investment in Unconsolidated Affiliates
Affiliates are entities over which the
Company has significant influence, but which it does not control. The Company generally considers an ownership interest of 20%
or higher to represent significant influence. Investments in unconsolidated affiliates are accounted for by the equity method of
accounting. Under this method, the Company’s share of the post-acquisition profits or losses of affiliates is recognized
in the income statement and its shares of post-acquisition movements in other comprehensive income are recognized in other comprehensive
income. Unrealized gains on transactions between the Company and its affiliates are eliminated to the extent of the Company’s
interest in the affiliates; unrealized losses are also eliminated unless the transaction provides evidence of an impairment of
the asset transferred.
When the Company’s share of losses
in an affiliate equals or exceeds its interest in the affiliate, the Company does not recognize further losses, unless the Company
has incurred obligations or made payments on behalf of the affiliate.
The Company is required to perform an impairment
assessment of its investments whenever events or changes in business circumstances indicate that the carrying value of the investment
may not be fully recoverable. An impairment loss is recorded when there has been a loss in value of the investment that is other
than temporary. The Company did not record any impairment losses in any of the periods reported.
Other Investments
Where the Company has no significant influence,
the investment is classified as other assets in the balance sheet and is carried under the measurement alternative which is measured
at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of
the same issuer. Investment income is recognized by the Company when the investee declares a dividend and the Company believes
it is collectible. The Company periodically evaluates the carrying value of its investment under the measurement alternative method
in the case of the investment in SHDEW and any decline in value is included in impairment of cost of the investment.
Government Subsidies
Government subsidies include cash subsidies
received by the Company’s subsidiaries in the PRC from local governments.
In recognizing the benefit of government
subsidies in accordance with U.S. GAAP, the Company considers intended use of and restrictions of the subsidy, the requirements
for the receipt of funds, and whether or not the incentive is given for immediate financial support, or to encourage activities
such as land development in specified area. Each grant is evaluated to determine the propriety of classification on the consolidated
statements of operations and consolidated balance sheets. Those grants that are substantively reimbursements of specified costs
are matched with those costs and recorded as a reduction in costs. Those benefits that are more general in nature or driven by
business performance measures are classified as revenue.
Government subsidy was received in 2012
and the company recorded it as deferred government subsidy in balance sheets. As of March 31, 2019, and December 31, 2018, the
balance of deferred government subsidy was $4,932,867 and $4,829,440, respectively. The subsidy was given to reimburse the land
acquisition costs and certain construction costs incurred for the Company’s property development project in Linyi, and are
repayable if the Company fails to complete the subsidized property development project by the agreed date.
Revenue Recognition
Most of the Company’s revenue is
derived from real estate sales in the PRC. The majority of the Company’s contracts contain a single performance obligation
involving significant real estate development activities that are performed together to deliver a real estate property to customers.
Revenues arising from real estate sales are recognized when or as the control of the asset is transferred to the customer. The
control of the asset may transfer over time or at a point in time. For the sales of individual condominium units in a real estate
development project, the Company has an enforceable right to payment for performance completed to date, revenue is recognized over
time by measuring the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at
a point in time when the customer obtains control of the asset.
All revenues represent gross revenues less
sales and business tax.
ASC 606 requires an entity to recognize
revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity
expects to be entitled in exchange for those goods or services. ASC 606 creates a five-step model that requires entities to exercise
judgment when considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying
the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction
price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASC 606
also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a
contract. In addition, ASC 606 requires extensive disclosures.
The Company adopted ASC 606 on January
1, 2018 using the modified retrospective approach with no restatement of comparative periods and no cumulative-effect adjustment
to retained earnings recognized as of the date of adoption. A significant portion of the Company’s revenue is derived from
development and sales of condominium real estate property in the PRC, with revenue previously recognized using the percentage of
completion method. Under the new standard, to recognize revenue over time similar to the percentage of completion method, contractual
provisions need to provide the Company with an enforceable right to payment and the Company has no alternative use of the asset.
Historically, all contracts executed contained an enforceable right to home purchase payments and the Company had no alternative
use of assets, therefore, the adoption of ASC 606 did not have a material impact on the Company’s consolidated financial
statements.
Net Earnings (Loss) per Common Share
The Company computes net earnings (loss)
per share in accordance with ASC 260, “Earnings per Share” (“ASC 260”). Under the provisions of ASC 260,
basic net earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders for the period
by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net earnings
(loss) per share recognizes common stock equivalents, however; potential common stock in the diluted EPS computation is excluded
in net loss periods, as their effect is anti-dilutive.
Recently Adopted Accounting Standards
In August 2018, the SEC issued Release
No. 33-10532 that amends and clarifies certain financial reporting requirements. The principal change to our financial reporting
will be the inclusion of the annual disclosure requirement of changes in stockholders’ equity in Rule 3-04 of Regulation
S-X to interim periods. We adopted this new rule beginning with its financial reporting for the quarter ending January 1, 2019.
Upon adoption, the Company include its Statements of Stockholders’ Deficit with each interim reporting.
In February 2016, the FASB issued ASU No. 2016-02, Leases. The
standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize
in its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to
use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting
policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors
are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach.
The guidance in ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. The Company
adopted this ASU on January 1, 2019 with no material impact on the Company’s financial statements.
In June 2018, the FASB issued Accounting Standards Update (“ASU”)
ASU 2018-07, Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which simplifies the
accounting for share-based payments granted to non-employees for goods and services and aligns most of the guidance on such payments
to nonemployees with the requirements for share-based payments granted to employees. ASU 2018-07 is effective on January 1, 2019.
Early adoption is permitted. The Company adopted this ASU on January 1, 2019 with no material impact on the Company’s financial
statements.
In February 2016, the FASB issued ASU No. 2016-02, Leases. The
standard requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize
in its balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to
use the underlying asset for the lease term. For leases with a term of 12 months or less, a lessee is permitted to make an accounting
policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors
are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach.
The guidance in ASU 2016-02 is effective for annual and interim reporting periods beginning after December 15, 2018. The Company
adopted this ASU on January 1, 2019 with no material impact on the Company’s financial statements.
New Accounting Pronouncements
There were no new accounting pronouncements
related to the Company.
NOTE 3– RESTRICTED CASH
The Company is required to maintain certain
deposits with the bank for those home buyers that has applied for a housing loan from their bank. This deposit is a percentage
to each home buyer’s bank loan for the purpose of purchasing in our project. Once we complete the handover to the buyer,
these deposits become unrestricted. As of March 31, 2019, and December 31, 2018, the Company held cash deposits of $1,029,968 and
$1,550,988, respectively.
NOTE 4 - TRANSACTIONAL FINANCIAL ASSETS
As of March 31, 2019, we have $87,596,130
invested in bank wealth management investment products. The investments are short termed with maturity periods and can be rolled
into a maturity date of our choosing or automatically rolled into subsequent maturity period. The annualized rate of return may
range from 3.15% to 4.4% depending on the amount and time period invested.
NOTE 5 - PROMISSORY DEPOSITS
Promissory deposits are paid to property
developers in respect of the real estate projects where the Company has been appointed as sales agent. The balances were unsecured,
interest free and recoverable on completion of the respective projects.
NOTE 6 - REAL ESTATE PROPERTY UNDER
DEVELOPMENT
Real estate property under development
represents the Company’s real estate development project in Linyi, the PRC (“Linyi Project”), which is located
on the junction of Xiemen Road and Hong Kong Road in Linyi City Economic Development Zone, Shandong Province, PRC. This project
covers a site area of approximately 103,385 square meters for the development of villa-style residential housing buildings. The
Company acquired the site and commenced construction of this project during the fiscal year of 2012. We sold 121 of 124 Phase 1
villas and sold 42 villas in Phase 2 North and 42 villas in Phase 2 South as of March 31, 2019.
On March 13, 2014, the Company signed
a joint development agreement with Zhongji Pufa Real Estate Co. According to this agreement, the Company has obtained a right
to develop the Guangxinglu (“GXL”) project, which is located on 182 lane Guangxinglu, Putuo district, Shanghai,
PRC. This project covers a site area of approximately 2,502 square meters for the development of one building of apartments.
In 2016, the government issued a regulation prohibiting the by-unit sale of commercial-use buildings. The apartment unit sale
for the GXL project was put on hold until the government reviewed our project’s status. Since then, we rented out the
unsold apartment units while not recognizing the units previously sold before the regulation. In March 2019, we
received government confirmation that our project cannot be sold on a unit-by-unit basis going forward. The Company decided
to continue operating the project by renting the units. These unsold units are recognized as investment in properties in Note
9. We also recognized all the units that were sold before the regulation in our 2019 Q1 financial statement.
For the period ended of March 31,
2019, the company had recognized the net revenue and cost of revenue of Linyi project and the GXL project at a certain the
number of units sold. In the first quarter of 2019, we purchased the property of HATX with the land use rights. As of March
31, 2019, land use rights included in real estate property under development totaled $82,206,640.
In October 2018, we established HATX
for the purpose of real estate development in Huai’an through HAZB of which we have 78.46% ownership. HAZB purchased
the property in Huai’an, Qingjiang Pu district with an area of 78,030 square meters. The Huai’an project, named
Tianxi Times, started its 1st phase development in early 2019 with a GFA of 41,795 sqm totaling 347 units. As of
March 31, 2019, the Company pre-sold 255 out of 347 units.
NOTE 7 - OTHER RECEIVABLES AND DEPOSITS,
NET
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
Advances to staff
|
|
$
|
34,000
|
|
|
|
22,864
|
|
Rental deposits
|
|
|
37,797
|
|
|
|
39,085
|
|
Prepaid expense
|
|
|
9,960
|
|
|
|
12,033
|
|
Prepaid tax
|
|
|
1,384,189
|
|
|
|
4,620,338
|
|
Other receivables
|
|
|
4,411,139
|
|
|
|
4,080,833
|
|
|
|
$
|
5,877,085
|
|
|
$
|
8,775,153
|
|
Other receivables and deposits as of March
31, 2019 and December 31, 2018 were stated net of allowance for doubtful accounts of $340,269 and $674,478, respectively.
NOTE 8 – PROPERTY AND EQUIPMENT,
NET
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
Furniture and fixtures
|
|
$
|
222,849
|
|
|
$
|
161,949
|
|
Computer and office equipment
|
|
|
183,652
|
|
|
|
155,395
|
|
Motor vehicles
|
|
|
607,331
|
|
|
|
535,089
|
|
Properties
|
|
|
2,251,643
|
|
|
|
2,204,433
|
|
|
|
|
3,265,476
|
|
|
|
3,056,867
|
|
Less: Accumulated depreciation
|
|
|
(2,034,620
|
)
|
|
|
(1,958,025
|
)
|
|
|
$
|
1,230,856
|
|
|
$
|
1,098,842
|
|
Depreciation and amortization expense for
property and equipment amounted to $147,129 and $126,765 for the three months ended March 31, 2019 and 2018, respectively.
NOTE 9 – INVESTMENT PROPERTIES,
NET
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
Investment properties
|
|
$
|
28,161,333
|
|
|
$
|
9,022,150
|
|
Less: Accumulated depreciation
|
|
|
(5,516,279
|
)
|
|
|
(5,314,670
|
)
|
|
|
$
|
22,645,054
|
|
|
$
|
3,707,480
|
|
Depreciation and amortization expense for
investment properties amounted to $438,387 and $834,335 for the three months ended March 31, 2019 and 2018, respectively.
We recognized $19,364,708 of investment
properties from our unsold apartment units in our GXL project.
NOTE 10 – INVESTMENT IN AND AMOUNT
DUE FROM UNCONSOLIDATED AFFILIATES
The investments in unconsolidated affiliates
primarily consist of WHYYL (49%) and SHDEW (19.91%) As of March 31, 2019, the investment amount in WHYYL and SHDEW were $0 and
$13,186,796 , respectively.
WHYYL is primarily developing a real estate
project in Wuhan, the PRC on a parcel of land covering approximately 27,950 square meters with a 3-year planned construction period.
SHDEW is a company engaged principally
in the manufacture and sales of skincare and cosmetic products. The Company has accounted for these investments using the measurement
alternative method for the periods presented in this report as the Company cannot exercise significant influence over their activities.
In 2011, the Company invested $4,697,686
for acquiring a 49% equity interest in WHYYL to expand its operations to real estate development business. As of March 31, 2019,
the investment in WHYYL was $0.
As of March 31, 2019, we wrote off the
amount due from an unconsolidated affiliate in the amount of $2,557,716.
SHDEW was established in June 2013
with its business as a skincare and cosmetic company. SHDEW’s has over five million members as of March 31, 2019. SHDEW
develops its own skincare products as well as improving its online ecommerce platform. SHDEW sells products under its own
brands as well as the products of third parties. The products include skincare, cosmetics, personal care products such as
soaps, shampoos, skin care devices, and children’s apparel. SHDEW developed its own online shopping platform where
consumers can purchase its cosmetics and skincare products as well as products imported into China. The online shopping
platform has been in operation since 2017.
In December 2019, SHDEW had a stock bonus
where its employees received and vested their shares. This resulted in the dilution of our ownership of SHDEW from 20.38% to 19.91% thereby changing
out accounting method for the SHDEW investment from the equity method to the alternative measurement going forward.
NOTE 11– PROMISSORY NOTES PAYABLE
The promissory notes payable consist of
the following unsecured notes to unrelated parties. Included in the balances are promissory notes with outstanding principal and
unpaid interest of an aggregate of $1,488,250 and $1,457,046 as of March 31, 2019 and December 31, 2018, respectively.
The promissory note with a principal as
of March 31, 2019 amounting to $744,125 bears interest at a rate of 0% per annum, is unsecured and has no fixed term of repayment.
As of March 31, 2019, and December 31, 2018, the outstanding principal and unpaid interest related to this promissory note amounted
to $744,125 and $728,523, respectively.
The promissory note with a principal as
of March 31, 2019 amounts to $744,125 bears interest at a rate of 0% per annum, is unsecured and has no fixed term of repayment.
As of March 31, 2019, and December 31, 2018, the outstanding principal and unpaid interest related to this promissory note amounted
to $744,125 and $728,523, respectively.
For the three months ended March 31, 2019,
the interest expense related to these promissory notes was $0.
NOTE 12– AMOUNTS DUE TO DIRECTORS
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
Lin Chi-Jung
|
|
$
|
52,124
|
|
|
$
|
1,769,484
|
|
Pan Yu-Jen
|
|
|
(59,530
|
)
|
|
|
(58,282
|
)
|
Lin Hsin-Hung
|
|
|
51,607
|
|
|
|
56,407
|
|
|
|
$
|
44,202
|
|
|
$
|
1,767,609
|
|
(a)
|
The balance due from Lin Chi-Jung consists of temporary advances.
|
The balances are unsecured,
interest-free and have no fixed term of repayment.
(b)
|
The balances due to Lin Hsin-Hung are unsecured, interest-free and have no fixed term of repayment.
|
(c)
|
The balances due from Pan Yu-jen are unsecured, interest-free and have no fixed term of repayment.
|
NOTE 13- OTHER PAYABLES AND ACCRUED
EXPENSES
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
|
|
|
Accrued staff commission and bonus
|
|
$
|
233,206
|
|
|
$
|
285,506
|
|
Rental deposits received
|
|
|
77,040
|
|
|
|
46,331
|
|
Bid bond
|
|
|
208,355
|
|
|
|
203,986
|
|
Dividends payable to no controlling interest
|
|
|
200,251
|
|
|
|
196,053
|
|
Other payables
|
|
|
219,952
|
|
|
|
198,065
|
|
|
|
$
|
938,804
|
|
|
$
|
929,941
|
|
NOTE 14- ACCOUNT PAYABLE
Account payable was mostly derived
from our property development of Linyi project and the GXL project. As of March 31, 2019 and December 31, 2018, the
company’s account payable amounted to $1,492,395 and $5,268,437.
NOTE 15 – AMOUNT DUE TO AFFILIATES
The total balance is $60,213,962. Of that
total balance, the entity transaction of HATX project, in the amount of $59,689,413 due to SHDEW is unsecured, interest free with
no fixed payment terms. The amount due to JXSY, in the amount of $524,549 was an intercompany transfer for day to day operation.
NOTE 16 – CUSTOMER DEPOSITS
Customer deposits were mostly derived
from our property development of the Linyi project and the GXL project, which were pre-sale collections from our
customers. As of March 31, 2019, and December 31, 2018, the Company’s customer deposits amounted to $14,836,245 and
$40,698,987, respectively.
NOTE 17 - INCOME TAXES PAYABLE
The 2017 Tax Act was enacted on December
22, 2017. Due to the complexities involved in the accounting for the 2017 Tax Act, the SEC issued SAB 118, which provides guidance
on the application of US GAAP for income taxes in the period of enactment. SAB 118 requires companies to include in their financial
statements a reasonable estimate of the impact of the 2017 Tax Act, to the extent such an estimate has been determined. As a result,
our financial results reflect the income tax effects of the 2017 Tax Act for which the accounting is complete, as well as provisional
amounts for those impacts for which the accounting is incomplete but a reasonable estimate could be determined.
NOTE 18– DEFERRED GOVERNMENT SUBSIDY
Deferred government subsidy consists of
the cash subsidy provided by the local government.
Government subsidy was received in
2012, and as of March 31, 2019 and December 31, 2018, the Company’s deferred government subsidy amounted to $4,932,867
and $4,829,440, respectively. The subsidy is given to reimburse the land acquisition costs and certain construction costs
incurred for the Company’s property development project and is repayable if the Company fails to complete the
subsidized property development project before the agreed date. The entire government subsidy is deferred and included as
deferred government subsidy in consolidated balance sheets.
NOTE 19- COMMITMENTS AND CONTINGENCIES
Operating Lease Commitments
The Company leases certain of its office
properties under non-cancellable operating lease arrangements. Payments under operating leases are expensed on a straight-line
basis over the periods of their respective terms, and the terms of the leases do not contain rent escalation, or contingent rent,
renewal, or purchase options. There are no restrictions placed upon the Company by entering into these leases. Rental expenses
under operating leases for the three months ended March 31, 2019 and 2018 were $205,743 and $31,943, respectively.
As of March 31, 2019, the Company had the
following operating lease obligations.
|
|
Amount
|
|
|
|
|
|
Within one year
|
|
$
|
205,743
|
|
Two to five years
|
|
|
-
|
|
|
|
$
|
205,743
|
|
NOTE 20– STATUTORY RESERVE
According to the relevant corporation laws
in the PRC, a PRC company is required to transfer at least 10% of its profit after taxes, as determined under accounting principles
generally accepted in the PRC, to the statutory reserve until the balance reaches 50% of its registered capital. The statutory
reserve can be used to make good on losses or to increase the capital of the relevant company.
According to the Law of the PRC on
Enterprises with Wholly-Owned Foreign Investment, the Company PRC’s subsidiaries are required to make appropriations
from after-tax profits as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) to
non-distributable reserves. These reserve funds include one or more of the following: (i) a general reserve, (ii) an
enterprise expansion reserve and (iii) a staff bonus and welfare fund. A wholly-owned PRC subsidiary is not required to make
appropriations to the enterprise expansion reserve but annual appropriations to the general reserve are required to be made
at 10% of the profit after tax as determined under PRC GAAP at each year-end, until such fund has reached 50% of its
respective registered capital. The staff welfare and bonus reserve are determined by the board of directors. The general
reserve is used to offset future losses. The subsidiary may, upon a resolution passed by the stockholders, convert the
general reserve into capital. The staff welfare and bonus reserve are used for the collective welfare of the employees of the
subsidiary. The enterprise expansion reserve is for the expansion of the subsidiary operations and can be converted to
capital subject to approval by the relevant authorities. These reserves represent appropriations of the retained earnings
determined in accordance with Chinese law.
In addition to the general reserve, the
Company’s PRC subsidiaries are required to obtain approval from the local PRC government prior to distributing any registered
share capital. Accordingly, both the appropriations to general reserve and the registered share capital of the Company’s
PRC subsidiary are considered as restricted net assets and are not distributable as cash dividends. As of March 31, 2019, and December
31, 2018, the Company’s statutory reserve fund was $3,194,604 and $3,194,604, respectively.
NOTE 21 - SEGMENT INFORMATION
The Company's Chief Executive Officer and
Chief Operating Officer have been identified as the chief operating decision makers. The Company's chief operating decision makers
direct the allocation of resources to operating segments based on the profitability and cash flows of each respective segment.
The Company evaluates performance based on several factors,
including net revenue, cost of revenue, operating expenses, and income from operations. The following tables show the operations
of the Company's operating segments:
|
|
Three Months Ended March 31, 2019
|
|
|
|
Property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage
|
|
|
Real Estate
|
|
|
Investment
|
|
|
|
|
|
|
|
|
|
Services
|
|
|
Development
|
|
|
Transaction
|
|
|
Others
|
|
|
Total
|
|
Net revenues
|
|
|
193,815
|
|
|
$
|
31,969,488
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
32,163,303
|
|
Cost of revenues
|
|
|
(166,097
|
)
|
|
|
(25,338,828
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(25,504,925
|
)
|
Gross profit
|
|
|
27,718
|
|
|
|
6,330,660
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,658,378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
(92,649
|
)
|
|
|
(248,935
|
)
|
|
|
-
|
|
|
|
(94
|
)
|
|
|
(341,678
|
)
|
General and administrative expenses
|
|
|
(1,195,498
|
)
|
|
|
(4,925,669
|
)
|
|
|
-
|
|
|
|
(101,988
|
)
|
|
|
(6,223,155
|
)
|
Operating loss
|
|
|
(1,260,429
|
)
|
|
|
1,456,056
|
|
|
|
-
|
|
|
|
(102,082
|
)
|
|
|
93,545
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
3,696
|
|
|
|
7,515
|
|
|
|
-
|
|
|
|
71
|
|
|
|
11,282
|
|
Interest expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Other income, Net
|
|
|
7,111
|
|
|
|
7,432
|
|
|
|
505,436
|
|
|
|
-
|
|
|
|
519,979
|
|
Equity in net income (loss) of
unconsolidated affiliates
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total other (expenses) income
|
|
|
10,807
|
|
|
|
14,947
|
|
|
|
505,436
|
|
|
|
71
|
|
|
|
531,261
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(1,249,622
|
)
|
|
|
1,471,003
|
|
|
|
505,436
|
|
|
|
(102,011
|
)
|
|
|
624,806
|
|
Income tax
|
|
|
30,638
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
30,638
|
|
Net Income( loss)
|
|
$
|
(1,218,984
|
)
|
|
$
|
1,471,003
|
|
|
$
|
505,436
|
|
|
$
|
(102,011
|
)
|
|
$
|
655,444
|
|
|
|
Three Months Ended March 31, 2018
|
|
|
|
Property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage
|
|
|
Real Estate
|
|
|
Investment
|
|
|
|
|
|
|
|
|
|
Services
|
|
|
Development
|
|
|
Transaction
|
|
|
Others
|
|
|
Total
|
|
Net revenues
|
|
|
|
|
|
$
|
1,150,325
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
1,578,795
|
|
Cost of revenues
|
|
|
(226,006
|
)
|
|
|
(857,441
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,083,447
|
)
|
Gross profit
|
|
|
202,464
|
|
|
|
292,884
|
|
|
|
-
|
|
|
|
-
|
|
|
|
495,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
(513,610
|
)
|
|
|
(279,808
|
)
|
|
|
-
|
|
|
|
(99
|
)
|
|
|
(793,517
|
)
|
General and administrative expenses
|
|
|
(322,982
|
)
|
|
|
(156,418
|
)
|
|
|
-
|
|
|
|
(5,750
|
)
|
|
|
(485,150
|
)
|
Operating loss
|
|
|
(634,128
|
)
|
|
|
(143,342
|
)
|
|
|
-
|
|
|
|
(5,849
|
)
|
|
|
(783,319
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
5,051
|
|
|
|
2,490
|
|
|
|
-
|
|
|
|
3,307
|
|
|
|
10,848
|
|
Interest expense
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Other income, Net
|
|
|
(39
|
)
|
|
|
(145,330
|
)
|
|
|
296,101
|
|
|
|
-
|
|
|
|
150,732
|
|
Equity in net income (loss) of
unconsolidated affiliates
|
|
|
-
|
|
|
|
-
|
|
|
|
21,783,932
|
|
|
|
-
|
|
|
|
21,783,932
|
|
Total other (expenses) income
|
|
|
5,012
|
|
|
|
(142,840
|
)
|
|
|
22,080,033
|
|
|
|
3,307
|
|
|
|
21,945,512
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
(629,116
|
)
|
|
|
(286,182
|
)
|
|
|
22,080,033
|
|
|
|
(2,542
|
)
|
|
|
21,162,193
|
|
Income tax
|
|
|
(95,415
|
)
|
|
|
67,739
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(31,676
|
)
|
Net Income( loss)
|
|
$
|
724,531
|
|
|
$
|
(222,443
|
)
|
|
$
|
22,080,033
|
|
|
$
|
(2,542
|
)
|
|
$
|
21,130,517
|
|
|
|
Property
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brokerage
|
|
|
Real Estate
|
|
|
Investment
|
|
|
|
|
|
|
|
|
|
Services
|
|
|
Development
|
|
|
Transaction
|
|
|
Others
|
|
|
Total
|
|
As of March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate property under development
|
|
$
|
-
|
|
|
$
|
82,206,640
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
82,206,640
|
|
Total assets
|
|
|
10,497,121
|
|
|
|
118,069,611
|
|
|
|
100,931,751
|
|
|
|
1,049,933
|
|
|
|
230,548,416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate property under development
|
|
$
|
-
|
|
|
$
|
70,156,329
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
70,156,329
|
|
Total assets
|
|
|
9,757,072
|
|
|
|
84,874,568
|
|
|
|
103,057,883
|
|
|
|
10,477
|
|
|
|
197,700,000
|
|
NOTE 22 – RELATED PARTY TRANSACTIONS
In January 18, 2019, SHDEW passed a shareholder
resolution to issue a cash dividend to its shareholders. The Company, in March 13, 2019, through its subsidiaries SHSY and LYRL
received 170,839,500 RMB and 98,858,500 RMB respectively.
In January 28, 2019, Sunrise Real Estate
Group, Inc. paid a cash dividend in the amount of $6,869,192 ($0.10 per share) to shareholders of record as of December 28, 2018.
The ex-dividend date was December 26, 2018.
In January 2019 the Company rented a property
unit from a related party for office use.
NOTE 23 – SUBSEQUENT EVENT
In December 2019, SHDEW had an
employee stock bonus where employees received their vested shares. This issuance resulted in the dilution of our ownership of
SHDEW from 20.38% to 19.91%. As the Company does not have significant influence in SHDEW and the ownership declined to
19.91%, we changed our accounting method for the SHDEW investment from the equity method to the measurement alternative
method going forward.