UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of
Commission File Number:
147 Ganshui Lane, Yuhuangshannan Fund Town
Shangcheng District
Hangzhou, Zhejiang
The People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Explanatory Note
On August 24, 2022, the Registrant furnished its interim financial results for the six months ended June 30, 2022 on its report on Form 6-K (the “Form 6-K”).
1
Exhibit Index
|
Exhibit |
Description | |
| 99.1 | Unaudited condensed consolidated financial statements for the six months ended June 30, 2022 and 2021 | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
| 99.3 | Press release dated August 24, 2022 | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Roan Holdings Group Co., Ltd. | ||
| Date: August 24, 2022 | By: | /s/ Zhiyong Tang |
| Name: | Zhiyong Tang | |
| Title: |
Chief Executive Officer (Principal Executive Officer) | |
3
Exhibit 99.1
ROAN HOLDINGS GROUP CO., LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollar, except for the number of shares)
| June 30, 2022 |
December 31, 2021 |
|||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Loan receivables due from third parties, net | ||||||||
| Due from related parties | ||||||||
| Other current assets | ||||||||
| Other receivables, net | ||||||||
| Total current assets | ||||||||
| Pledged deposits | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Right of use assets | ||||||||
| Goodwill | ||||||||
| Total non-current assets | ||||||||
| Total Assets | $ | |
$ | |||||
| LIABILITIES | ||||||||
| Customer pledged deposits | $ | $ | ||||||
| Unearned income | ||||||||
| Reserve for financial guarantee losses | ||||||||
| Dividends payable | ||||||||
| Tax payable | ||||||||
| Due to related parties | ||||||||
| Warrant liabilities | ||||||||
| Operating lease liabilities, current portion | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Bank loans | ||||||||
| Total current liabilities | ||||||||
| Operating lease liabilities, noncurrent portion | ||||||||
| Deferred tax liabilities | ||||||||
| Total non-current Liabilities | ||||||||
| Total Liabilities | $ | $ | ||||||
| Commitments and Contingencies | ||||||||
| Shareholders’ Equity | ||||||||
| $ | $ | |||||||
| Additional paid-in capital | ||||||||
| Statutory reserve | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Accumulated other comprehensive income | ||||||||
| Total Roan Holdings Group Co., Ltd.’s Shareholders’ Equity | $ | $ | ||||||
| Noncontrolling interests | ||||||||
| Total Equity | ||||||||
| Total Liabilities and Equity | $ | $ | ||||||
The accompanying notes are an integral part of the condensed interim consolidated financial statements
1
ROAN HOLDINGS GROUP CO., LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Expressed in U.S. dollar, except for the number of shares)
| For the Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue from services | $ | $ | ||||||
| Revenue from healthcare service packages | ||||||||
| Cost of revenue | ( | ) | ||||||
| Net revenue of services | ||||||||
| Commission and fees on financial guarantee services | ||||||||
| (Provision) recovery of provision for financial guarantee services | ( | ) | ||||||
| Commission and fee income on guarantee services, net | ||||||||
| Interest and fees income | ||||||||
| Interest income on loans due from third parties | ||||||||
| Interest income on deposits with banks | ||||||||
| Total interest and fees income | ||||||||
| Operating income | ||||||||
| Operating expenses | ||||||||
| Salaries and employee surcharges | ||||||||
| Other operating expenses | ||||||||
| Changes in fair value of warrant liabilities | ( | ) | ||||||
| Total operating expenses | ||||||||
| Other income (expenses) | ||||||||
| Other income (expenses), net | ( | ) | ( | ) | ||||
| Interest income (expenses), net | ||||||||
| Total other expenses | ( | ) | ( | ) | ||||
| Income (loss) before income taxes | ( | ) | ||||||
| Income tax (expenses) benefit | ( | ) | ||||||
| Net (loss) income | ( | ) | ||||||
| Less: Net income attributable to noncontrolling interests | ||||||||
| Net income (loss) attributable to Roan Holding Group Co., Ltd.’s shareholders | $ | $ | ( | ) | ||||
| Comprehensive income (loss) | ||||||||
| Net income (loss) | ( | ) | ||||||
| Foreign currency translation | ( | ) | ||||||
| Less: Comprehensive income (loss) attributable to noncontrolling interests | ( | ) | ||||||
| Total comprehensive loss attributable to Roan Holdings Group Co., Ltd.’s shareholders | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of ordinary share outstanding | ||||||||
| Loss per share | ||||||||
| $ | $ | ( | ) | |||||
| * |
The accompanying notes are an integral part of the condensed interim consolidated financial statements
2
ROAN HOLDINGS GROUP CO., LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT)
(Expressed in U.S. dollar, except for the number of shares)
Six months ended June 30, 2022
| Attributable to Roan Holdings Group Co., Ltd.’s Shareholders | ||||||||||||||||||||||||||||||||||||||||||||||||
| Ordinary Share | Class
A Preferred Shares |
Class
B Preferred Shares |
Additional paid-in |
Statutory | Retained earnings (Accumulated |
Accumulated other comprehensive (loss) |
Non- controlling |
Total | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | capital | Reserve | Deficit) | income | interest | equity | |||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | $ | $ | $ | $ | ( |
) | ||||||||||||||||||||||||||||||||||||||||
| Net income | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Dividend to shareholders | - | - | - | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
| Transfer to statutory reserve | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2022 (unaudited) | $ | $ | $ | $ | $ | $ | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Six months ended June 30, 2021
| Attributable to Roan Holdings Group Co., Ltd.’s Shareholders | ||||||||||||||||||||||||||||||||||||||||||||||||
| Ordinary Share | Class
A Preferred Shares |
Class
B Preferred Shares |
Additional paid-in |
Statutory | Retained earnings (Accumulated |
Accumulated other comprehensive (loss) |
Non- controlling |
Total | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | capital | Reserve | Deficit) | income | interest | equity | |||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2020 | $ | $ | $ | $ | $ | $ | ( |
) | ||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||
| Deconsolidation of subsidiaries | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||||
| Dividend to shareholders | - | - | - | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
| Transfer to statutory reserve | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | - | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30,2021 (unaudited) | $ | $ | $ | $ | $ | $ | ( |
) | ||||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed interim consolidated financial statements
3
ROAN HOLDINGS GROUP CO., LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollar, except for the number of shares)
| For the Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net (loss) income | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Depreciation and amortization expenses | ||||||||
| Bad debt provision | ||||||||
| Provision (recovery of provision) for financial guarantee losses | ( | ) | ||||||
| Deferred tax benefits | ( | ) | ( | ) | ||||
| Changes in fair value of warrant liabilities | ( | ) | ||||||
| Loss from lease modification | ||||||||
| Accretion of finance leases | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivables | ( | ) | ||||||
| Inventories | ( | ) | ||||||
| Other current assets | ( | ) | ||||||
| Other receivables | ( | ) | ||||||
| Pledged deposits and other non-current assets | ||||||||
| Advances from customers | ( | ) | ( | ) | ||||
| Tax payable | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Customer Pledged assets | ( | ) | ||||||
| Operating lease assets and liabilities | ( | ) | ||||||
| Net Cash Provided by Operating Activities | ||||||||
| Cash Flows from Investing Activities: | ||||||||
| Repayment of loans to third parties | ( | ) | ( | ) | ||||
| Payment (disbursement) of due from related party | ( | ) | ||||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Repayment of bank loans | ( | ) | ||||||
| Disbursement of lease liabilities | ( | ) | ( | ) | ||||
| Net Cash Used in Financing Activities | ( | ) | ( | ) | ||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash in banks | ( | ) | ||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash in banks | ( | ) | ||||||
| Cash, cash equivalents, and restricted cash in banks at beginning of year | ||||||||
| Cash, cash equivalents, and restricted cash in banks at end of year | $ | $ | ||||||
| Supplemental Cash Flow Information | ||||||||
| Cash paid for interest expense | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the statement of financial position that sum to the total of the same amounts shown in the consolidated statements of cash flows:
| June 30, 2022 |
June 30, 2021 |
|||||||
| Cash and cash equivalents | $ | |||||||
| Restricted cash in banks | ||||||||
| Total cash, cash equivalents and restricted cash | $ | |||||||
The accompanying notes are an integral part of the condensed interim consolidated financial statements
4
ROAN HOLDINGS GROUP CO., LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
Roan Holdings Group Co., Ltd. (formerly known as China Lending Corporation or DT Asia Investments Limited) (“Roan”, or the “Company”) is a holding company incorporated on April 8, 2014, under the laws of the British Virgin Islands. On November 27, 2019, the BVI Registrar of Corporate Affairs approved the Company’s name change to Roan Holdings Group Co., Ltd., and on January 8, 2020, the Financial Industry Regulatory Authority (“FINRA”) accepted the Company’s request for the following changes on the Over the Counter Bulletin Board (“OTCBB”): 1) the name change from China Lending Corporation to Roan Holdings Group Co., Ltd., and 2) the ticker symbol change from “CLDOF” to “RAHGF” for its ordinary shares and from “CLDCF” to “RONWF” for its warrants. The new CUSIPS of the Company’s ordinary shares and warrants are G7606D 115 and G7606D 107, respectively.
On December 30, 2019, the Company set up Fortis
Industrial Group Limited (former name “Fortis Health Industrial Group Limited”) in Hong Kong, which is a holding company of
several direct and indirect subsidiaries and as such, does not currently have any business operations. Fortis Industrial Group Limited
directly owns
On February 28, 2020, a new wholly-owned subsidiary, Ningbo Zeshi Insurance Technology Co., Ltd. (“Zeshi Insurance”), was incorporated under the laws of the PRC. Its principal business is providing insurance technology services and related services.
On March 3, 2020, a new wholly-owned subsidiary, Zeshi (Hangzhou) Health Management Co., Ltd. (“Zeshi Health”), was incorporated under the laws of the PRC. Zeshi Health provides services in health management, health big data management and blockchain technology-based health information management.
On June 23, 2022, a new wholly-owned subsidiary, Zhongtan Future Industrial Operation (Hangzhou) Co., Ltd. (“Zhongtan Industrial Operation”), was incorporated under the laws of the PRC, which provides industrial operation services focusing on new energy storage, new materials and semiconductor industry.
Incorporation of joint ventures
On April 2, 2022, the Company’s subsidiary,
Hangzhou Zeshi Investment Partnership (Limited Partnership) (杭州泽时投资合伙企业(有限合伙)
) (“Hangzhou Zeshi”), invested RMB
On December 16, 2021, Hangzhou Zeshi invested
RMB
On November 8, 2021,the
Company set up a joint venture company, FINE C+ Interactive Technology (Hangzhou) Limited (乐享未来互动科技（杭州）有限公司)
(“FINE C+ Interactive”) to provide cultural and tourism services, education development industry business and personal
financial services. The Company and the Company’s business partner, Shuzhiyun Holdings (Beijing) Co., Ltd.
(“Shuzhiyun”) hold
On October 14, 2021, the Company’s subsidiary,
Yifu Health Industry (Ningbo) Co., Ltd. (“Yi Fu”) set up a joint venture company, FINE C+ Health (Hangzhou) Technology Limited
(乐享未来健康科技（杭州）有限公司)
(“FINE C+ Health”), to provide online medical consultation and traditional Chinese medicine. Yi Fu and the business partner
of the Company, Shuzhiyun, hold
As of the date of this report, none of above investments in joint ventures had been paid.
Disposition of China Roan Industrial-Financial Holdings Group Co., Ltd. (“Roan HK”) in fiscal year 2021.
On September 30, 2021, the Company sold 100% of the equity interest it held in China Roan Industrial-Financial Holdings Group Co., Ltd. (“Roan HK”), a holding company that has no business operations, to Yuanjia Asset Management Co., Ltd., a BVI company (“Yuanjia”), for a total of approximately $282 (HK$2,200). The net assets of Roan HK were negative $492,495 as of September 30, 2021, resulting in a gain on deconsolidation of $492,777 and other comprehensive loss of $2,494. Roan HK’s subsidiary, Jing Kai was disposed at the same time.
As of June 30, 2022, the Company was mainly engaged in industrial financial services, which included financial guarantee services and financial consulting services, and industrial operation services. The industrial operation services focuses on the construction and operation services for industrial parks for new energy storage, new materials and the semiconductor industry.
5
ROAN HOLDINGS GROUP CO., LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The accompanying condensed consolidated financial statements reflect the activities of the Company and its subsidiaries as follows:
| Name | Background | Ownership | ||
| ● A BVI company ● Incorporated on November 19, 2014 ● A holding company |
||||
| ● A Hong Kong company ● Incorporated on February 11, 2015 ● A holding company ● Formerly known as China Feng Hui Financial Holding Group Co., Limited ● Disposed in September 30, 2021. |
||||
(“FIG”) |
● A Hong Kong company ● Incorporated on December 30, 2019 ● A holding company ● Formerly known as “Fortis Health Industrial Group Limited” |
|||
(“Jing Kai”) |
● A PRC company and deemed a wholly foreign owned enterprise ● Incorporated on May 14, 2015 ● Registered capital of $18 million ● A holding company ● Disposed in September 30, 2021 with Roan HK. |
|||
(“Yi Fu”) |
● A PRC company ● Incorporated on December 19, 2016 ● Registered capital of $30 million ● Planning for financial lease services |
|||
| ● A PRC company ● Incorporated on March 3, 2020 ● Registered capital of RMB 5 million ● Engaged in providing services in health management, health big data management and blockchain technology-based health information management. |
||||
(“Zeshi Insurance”) |
● A PRC company ● Incorporated on February 28, 2020 ● Registered capital of RMB 5 million ● Engaged in insurance technology services and related services. |
|||
(“Hangzhou Zeshi”) |
● A PRC limited liability partnership ● Incorporated on December 21, 2017 ● Acquired on November 29, 2019 ● Registered capital of $7,750,878 (RMB 51 million) ● Engaged in business factoring program, financing products design, related corporate financing solutions, investments and asset management |
|||
| ● A PRC company ● Incorporated on June 23, 2022 ● Registered capital of $1 million ● Planning for industrial operation services |
||||
(“Yijia”) |
● A PRC company ● Incorporated on August 2, 2021 ● Registered capital of RMB 5 million ● Established to engage in business travel services ● In July, 2022, the Company announced Yiija was dissolving prior to material operations commencing |
|||
(“FINE C+ Digital”) |
● A PRC company ● Incorporated on November 8, 2021 ● Registered capital of RMB 5 million ● Established to engaged in lifestyle consumer services including cross-platform clearing and settlement services for consumer reward rights and interests ● In July, 2022, the Company announced Fine C+ Digital was dissolving prior to material operations commencing |
|||
(“Lixin Cayman”) |
● A Cayman company ● Incorporated on October 25, 2017 ● A holding company |
6
| Name | Background | Ownership | ||
(“Lixin BVI”) |
● A BVI company ● Incorporated on November 29, 2017 ● A holding company |
|||
| Lixin Financial Holdings Group Limited (“Lixin HK”) |
● A Hong Kong company ● Incorporated on January 15, 2018 ● A holding company |
|||
| ● A PRC limited liability company ● Incorporated on July 3, 2015 ● Registered capital of $16,162,259 (RMB 101 million) with registered capital fully paid-up ● Engaged in financial guarantee services and related assessment and management services |
||||
| Zhejiang Jing Yu Xin Financing Guarantee Co., Ltd (“Zhejiang Jingyuxin”) |
● A PRC limited liability company ● Incorporated on January 5, 2013 ● Registered capital of $48,517,261 (RMB 303 million) with registered capital fully paid-up ● Engaged in financial guarantee services and related assessment and management services |
|||
| ● A PRC limited liability company ● Incorporated on March 21, 2017 ● Registered capital of $4,358,565 (RMB 30 million) with $2,905,710 registered capital paid-up ● Engaged in provision of consulting and assessment services to customers and facilitates financial guarantee services between customers and guarantors |
||||
| ● A PRC limited liability company ● Incorporated on December 19, 2017 ● Registered capital of $1,513,226 (RMB 10 million) ● Planning for provision of supply chain management service |
The Company’s condensed consolidated
statements of operations and comprehensive losses also included China Roan Industrial-Financial Holdings Group Co., Ltd.
(“Roan HK”) and Roan HK’s
2. LIQUIDITY
For the six months ended June 30, 2022, the
net income from continuing operations was $
In assessing the Company’s liquidity, the Company monitors and analyzes its cash and its ability to generate sufficient cash flow in the future to support its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements and operating expenses obligations.
As of June 30, 2022, the Company had cash balance
of $
7
In addition, the management estimated the operating
expenses obligation for the next twelve months after issuance of the condensed consolidated financial statements to be $
The Company plans to fund its operations through revenue generated from its revenues of financial guarantee services and financial consulting services, private placements from investors, and financial support commitments from the Company’s shareholders.
Based on above operating plan, the management believes that the Company will continue as a going concern in the following 12 months.
The Company’s ability to fund these needs will depend on its future performance, which will be subject in part to general economic, competitive and other factors beyond its control. The frequent COVID-19 outbreak in China has caused severe disruptions in transportation, limited access to the facilities and limited support from workforce employed in operations, and as a result, the Company may experience the delays in provision of financial guarantee services and consulting services to customers. Although China has taken strict measures to control the COVID-19 outbreak, temporally lockdown to certain areas in China happened frequently during the six months ended June 30, 2022 and fiscal year 2021. It is estimated that the economy of China will still be impacted to a certain extent. The extent to which the coronavirus impacts the results for fiscal year 2022 will depend on certain future developments, including the duration and spread of the outbreak, emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus variants, all of which is uncertain at this point.
Changes in U.S. or foreign international, social, political, regulatory, and economic conditions or in laws and policies governing foreign trade, manufacturing, development, and investment in the territories or countries where the Company currently conducts its business have in the past and could in the future adversely affect its business. Although the Company does not currently operate in Russia or the Ukraine, the Company is unable to predict the ultimate impact their conflict will have on the Company due to the indirect effects the conflict has had and may continue to have on the global economy and in particular in China where the Company operates or on the global stock markets.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited interim condensed consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying interim consolidated financial statements include our accounts and those of our wholly owned subsidiaries. Accordingly, all intercompany balances and transactions have been eliminated through the consolidation process.
In the opinion of management, these unaudited interim condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly, in all material respects, the Company’s consolidated financial position, results of operations, cash flows and changes in equity for the interim periods presented. These unaudited interim financial statements do not include certain information and footnote disclosures as required by the U.S. GAAP for complete annual financial statements. Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Form 20-F for the years ended December 31, 2021 and 2020.
Use of estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. The Company bases its estimates on past experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are used when accounting for items and matters including, but not limited to, determination of fair value of acquiree, determinations of the useful lives and valuation of long-lived assets, estimates of allowances for loan receivables relating to direct loan business, estimates of allowances for other doubtful accounts, valuation of deferred tax assets, assumptions impacting the valuation of ordinary shares, share option, restricted shares and warrant liabilities, and other provisions and contingencies.
Recently issued accounting pronouncements
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company.
4. RESTRICTED CASH
Restricted cash represents cash pledged with banks,
other financial institutions, and other guaranteed creditors as guarantor deposits for the Company’s guarantee service customers.
The banks, other financial institutions, or other guaranteed creditors providing loans to the Company’s guarantee service customers
generally require the Company, as the guarantor of the loans, to pledge a cash deposit usually in the range of
8
At the same time, the Company requires the guarantee service customers to make a deposit to the Company of the same amount as the deposit the Company pledged to the banks, other financial institutions, and other guaranteed creditors for their loans if the customer does not pledge or collateralize other assets with the Company. The Company records the deposit received as restricted cash on the consolidated balance sheet. The deposit is returned to the customer after the customer repays the loan and the Company’s guarantee obligation expires.
The Company’s restricted cash is comprised of:
| June 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | ||||||||
| Restricted cash in banks and other financial institutions | $ | $ | ||||||
| Restricted cash in other guaranteed creditors | ||||||||
| $ | | $ | ||||||
5. ACCOUNTS RECEIVABLE, NET
The accounts receivable consisted of the following:
| June 30, 2022 |
December 31, 2021 |
|||||||
| (Unaudited) | ||||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for credit losses | ||||||||
| $ | $ | |||||||
Movement of allowance for credit losses was as follows:
| June 30, 2022 |
December 31, 2021 |
|||||||
| (Unaudited) | ||||||||
| Balance, opening | $ | $ | ||||||
| Provisions (Recovery) | ( |
) | ||||||
| Foreign exchange (gain) loss | ( |
) | ||||||
| Balance, ending | $ | $ | ||||||
6. OTHER RECEIVABLES
Other receivables consisted of the following:
| June 30, 2022 |
December 31, 2021 |
|||||||
| (Unaudited) | ||||||||
| Other receivables | $ | $ | ||||||
| Less: allowance for credit losses | ||||||||
| $ | $ | |||||||
9
7. LOANS DUE FROM THIRD PARTIES
| June 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | ||||||||
| Loans due from third parties | $ | $ | ||||||
| Less: allowance for credit losses | ||||||||
| $ | $ | |||||||
As of June 30, 2022, the balance of loans due from third parties was
comprised of interest bearing loans of $
As of December 31, 2021, the balance
of loans due from third parties was comprised of loans of $
For the six months ended June 30, 2021
and 2022, a net provision of $
Interest on loans receivable is accrued and credited to income as earned. The Company determines a loan’s past due status by the number of days that have elapsed since a borrower has failed to make a contractual loan payment. Accrual of interest is generally discontinued when either (i) reasonable doubt exists as to the full, timely collection of interest or principal or (ii) when a loan becomes past due by more than 90 days.
Movement of allowance for credit losses was as follows:
| June 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | ||||||||
| Balance at beginning of the year | $ | $ | ||||||
| Provisions | ||||||||
| Balance at end of the period/year | $ | $ | ||||||
10
8. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
| June 30, 2022 |
December 31, 2021 |
|||||||
| (Unaudited) | ||||||||
| Electronic equipment | $ | $ | ||||||
| Vehicles | ||||||||
| Office equipment | ||||||||
| Leasehold improvements | - | |||||||
| Less: Accumulated depreciation | ||||||||
| $ | $ | |||||||
Depreciation expenses were $
9. INTANGIBLE ASSETS, NET
Intangible assets consisted of the following:
| June 30, 2022 |
December 31, 2021 |
|||||||
| (Unaudited) | ||||||||
| Customer relationship | $ | $ | ||||||
| License | ||||||||
| Non-Compete Agreements | ||||||||
| Less: Accumulated amortization | ||||||||
| $ | $ | |||||||
Amortization expenses totaled $
The following table sets forth the Company’s amortization expenses for the six months ending June 30 of the following years:
| 2023 | $ | |||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| $ |
10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following:
| June 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | ||||||||
| Accrued payroll | $ | $ | ||||||
| Dividends due to former shareholders of Zhejiang Jingyuxin (1) | ||||||||
| Other current liabilities | ||||||||
| $ | $ | |||||||
| (1) |
11
12. INCOME TAX AND TAX PAYABLES
Cayman Islands
Under the current tax laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.
British Virgin Islands
Under the current tax laws of BVI, the Company’s subsidiary incorporated in the BVI is not subject to tax on income or capital gains.
Hong Kong
Roan HK and Lixin HK are incorporated in Hong
Kong and are subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance
with relevant Hong Kong tax laws.
PRC
PRC subsidiaries are subject to PRC Enterprise
Income Tax (“EIT”) on the taxable income in accordance with the relevant PRC income tax laws. The EIT rate for companies operating
in the PRC is
Income tax expenses consisted of the following:
| For the Six Months Ended June 30, |
||||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Current income tax expenses | $ | ( |
) | $ | ( |
) | ||
| Deferred income benefit | ||||||||
| Income tax (expenses) benefit | $ | ( |
) | $ | ||||
Below is a reconciliation of the statutory tax rate to the effective tax rate for the Company:
| For the Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| PRC statutory income tax rate | % | 25 | % | |||||
| Effect of different income tax rate in other jurisdictions | % | 338 | % | |||||
| Effect of non-deductible expenses | % | 112 | % | |||||
| Effect of temporary differences | ( | )% | (1,855 | )% | ||||
| Effect of valuation of deferred tax allowance | % | 1,377 | % | |||||
| Effective tax rate | % | (3 | )% | |||||
12
Deferred tax assets (liabilities), net consisted of the following:
| June 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | ||||||||
| Deferred tax assets | ||||||||
| Allowance for doubtful loan receivables | ||||||||
| Allowance on doubtful accounts | ||||||||
| Lease liability | ||||||||
| Net operating loss carrying forward | ||||||||
| Less: valuation allowance | ||||||||
| Total deferred tax assets | $ | $ | ||||||
| Deferred tax liabilities | ||||||||
| Right-of-use assets | ( | ) | ( | ) | ||||
| Recognition of intangible assets arising from business combination | ( | ) | ( | ) | ||||
| Deferred tax liabilities, net | $ | ( | ) | $ | ( | ) | ||
As of June 30, 2022 and December 31, 2021,
the Company had net operating loss carryforwards of $
The Company evaluates its valuation allowance requirements at the end of each reporting period by reviewing all available evidence, both positive and negative, and considering whether, based on the weight of that evidence, a valuation allowance is needed. When circumstances cause a change in management’s judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected in income from operations. The future realization of the tax benefit of an existing deductible temporary difference ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryforward period available under applicable tax law.
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of June 30, 2022 and December 31, 2021, the Company did not have any significant unrecognized uncertain tax positions or any unrecognized liabilities, interest or penalties associated with unrecognized tax benefit. The Company does not believe that its uncertain tax benefits position will materially change over the next twelve months.
13. EARNINGS (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted loss per common share for the six months ended June 30, 2022 and 2021, respectively:
| For the Six Months Ended June 30, |
||||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net Income (Loss) Attributable to Roan Holding Group Co., Ltd.’s shareholders | $ | $ | ( |
) | ||||
| Weighted average number of ordinary share outstanding | ||||||||
| Basic and Diluted* | ||||||||
| Earnings per share | ||||||||
| Net income (loss) per share - Basic and Diluted | $ | $ | ( |
) | ||||
13
Basic income (loss) per share to the ordinary shareholders are computed by dividing the net income (loss) attributable to the ordinary shareholders by the weighted average number of common shares outstanding during the year. Diluted loss per share is the same as basic loss per share due to the lack of dilutive items in the Company for the six months ended June 30, 2022 and 2021. The number of warrants, Class A preferred shares and Class B preferred shares are excluded from the computation as the anti-dilutive effect.
14. RELATED PARTY TRANSACTIONS AND BALANCES
| 1) | Transactions with related parties |
During the six months ended June 30,
2022, the Company received service fees of $
The Company’s subsidiary, Zhejiang Jingyuxin entered into a two-year
leasing agreement with Mr. Jialin Zhu, who is a director of Lixin Cayman, to rent an office space at 13 Floor, CCBC Buildings, 666 Shimin
Avenue, Shangyu District, Shaoxing city and paid rental expenses of $
There was no related party transaction during the six months ended June 30, 2021.
| 2) | Balances with related parties |
As of June 30, 2022, the balance of due from related parties of $
As of June 30, 2022, the balance of
due to related parties of $
As of December 31, 2021, the balance of due from related parties
of $
As of December 31, 2021, the balance of due to related parties
of $
15. REDEEMABLE CONVERTIBLE PREFERRED SHARES
Class A Preferred Share
On July 6, 2016, the Company sold
The Class A Shares are mandatorily redeemable
at a price $
14
In the event of a Reorganization Event occurring
following the closing of the Business Combination (which includes certain business combinations involving the Company or the Company having
confirmed that at least
The Company did not recognize the beneficial conversion feature for the Class A Preferred shares since each Class A Share is convertible into one ordinary share (subject to equitable adjustments for stock splits, stock dividends, recapitalizations and other similar adjustments) at the holder’s option. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. ASC 480-10-S99 notes that if a reporting entity issues preferred shares that are conditionally redeemable (e.g., at the holder’s option or upon the occurrence of an uncertain event not solely within the company’s control), the shares are not within the scope of ASC 480 because there is no unconditional obligation to redeem the shares by transferring assets at a specified or determinable date or upon an event certain to occur. If the uncertain event occurs, the condition is resolved, or the event becomes certain to occur, then the shares become mandatorily redeemable under FAS 150 and would require reclassification to a liability. The Class A Preferred Shares have been classified as mezzanine equity in the consolidated financial statement, presented below total liabilities but not included in the subtotal for total equity as of December 31, 2018. The Class A Preferred Share is not deemed to be an embedded derivative instrument to be bifurcated since it’s indexed to its own stock.
In December 2019, the Company’s board approved
an amendment to the Memorandum and Articles of Association (“M&A”). Pursuant to the new M&A, each Class A Share is
convertible into two ordinary shares (subject to equitable adjustments for stock splits, stock dividends, recapitalizations and other
similar adjustments) at the shareholder’s option after the closing of the Business Combination. The Class A preferred shares are
automatically convertible on the date on which the average closing price of the Company’s ordinary shares for three consecutive
trading days, are equal to or exceeds $
The new M&A granted the Directors with the rights to convert any or all of the Class A Preferred Shares, in whole or in part, into ordinary shares prior to the Mandatory Conversion Day. In the event of a Reorganization Event occurring following the closing of the Business Combination, the directors also have the rights to convert any or all of the Class A Preferred Shares, in whole or in part, into ordinary shares prior to the Mandatory Conversion Day, or to repurchase or redeem any or all of the Class A Preferred Shares, in whole or in part (but in no event less than one Class A Preferred Share), for a cash amount equal to the value of the Class A Preferred Shares being repurchased or redeemed on an as-converted basis.
With the amendment to the M&A, the redemption of Class A Preferred Shares are no longer solely within the control of the holders of these preferred shares. As the Class A Preferred Shares does not embody an unconditional obligation that requires the Company to redeem the preferred shares by transferring cash or assets, and it does not contain a specific date upon which assets must be transferred. The preferred shares are not considered mandatorily redeemable and are scoped out of ASC 480, Liabilities. In addition, the redemption is not solely controlled by the holders of the preferred shares, it is not required to be classified out of permanent equity. The Class A Preferred Shares were classified as an equity as of June 30, 2022 and December 31, 2021.
The Company did not recognize the beneficial conversion feature for the Class A Preferred shares since each Class A Share is convertible into two ordinary shares (subject to equitable adjustments for stock splits, stock dividends, recapitalizations and other similar adjustments) at either party’s discretion. The Class A Preferred Share is not deemed to be an embedded derivative instrument to be bifurcated since it’s indexed to its own stock.
15
As of June 30, 2022 and December 31, 2021,
a dividend of $
Class B Preferred Share
On December 20, 2019, the Company issued
The Class B Preferred Shares have the following
characteristics with 1) No voting rights at a shareholder meeting or on any resolution of members; 2) No rights to receive any dividends
declared on any shares of the Company; 3) Rights of liquidation preference, as follows: in the event of any liquidation, winding-up or
dissolution of the Company, whether voluntary or involuntary, each Class B Holders shall be entitled to receive, in priority to the holders
of any other class of Shares in the Company, an amount equal to their pro rata share of the Class B Liquidation Preference Amount, which
is calculated at an aggregation of RMB
Unless such date is extended by resolution adopted by the Company’s board of directors, the Class B Shares are mandatorily converted into Ordinary Shares of the Company on September 20, 2022, the thirty-three month anniversary of the original issue date of the Class B Shares, at a rate of 1 Ordinary Share per Class B Preferred Share so converted.
In the event of a Reorganization Event occurring prior to such mandatory conversion date, whether through a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction, with an acquiree at fair value (“Business Combination”), the directors also have the rights to convert any or all of the Class B Preferred Shares, in whole or in part, into ordinary shares, or to repurchase or redeem any or all of the Class B Preferred Shares, in whole or in part (but in no event less than one Class B Preferred Share), for a cash amount equal to the value of the Class B Preferred Shares being repurchased or redeemed on an as-converted basis.
As the Class B Preferred Shares does not embody an unconditional obligation that requires the Company to redeem the preferred shares by transferring cash or assets, and it does not contain a specific date upon which assets must be transferred. The preferred shares are not considered mandatorily redeemable and are scoped out of ASC 480, Liabilities. In addition, the redemption provisions in the case of a Reorganization are solely at the discretion of the Company. Therefore, the Class B Preferred Shares were classified as an equity as of June 30, 2022 and December 31, 2021.
The Company did not recognize the beneficial conversion feature for the Class B Preferred shares since each Class B Share is convertible into one ordinary share (subject to equitable adjustments for stock splits, stock dividends, recapitalizations and other similar adjustments) at either party’s discretion. The Class B Preferred Share is not deemed to be an embedded derivative instrument to be bifurcated since it’s indexed to its own stock.
On December 22, 2021, the Board of Directors of the Company unanimously passed a resolution to amend the Memorandum and Articles of Association to amend the definition of “Class B Conversion Date” of Class B preferred shares, on which the Class B preferred shares of the Company shall automatically convert into ordinary shares of the Company. Under the Amended M&A, the “Class B Conversion Date” has been extended from two years after the date on which the Class B Preferred Shares were issued to thirty months after such issuance date. On June 20, 2022, the Board of Directors of the Company unanimously passed a resolution to amend the Memorandum and Articles of Association to amend the definition of “Class B Conversion Date” of Class B preferred shares, on which the Class B preferred shares of the Company shall automatically convert into ordinary shares of the Company. Under the Amended M&A, the “Class B Conversion Date” has been extended from thirty months after the date on which the Class B Preferred Shares were issued to thirty-three months after such issuance date. As of the date of this report, there was no share redeemed or converted.
As of June 30, 2022 and December 31, 2021, the balance for Class
B Preferred Shares was $
16
16. EQUITY
Ordinary share
The Company is authorized to issue unlimited ordinary shares. Holders of the Company’s ordinary shares are entitled to one vote for each share.
On July 6, 2018, the Company and certain institutional investors entered into a securities purchase agreement (“Private Placement”), pursuant to which the Company agreed to sell to such investors an aggregate of 769,232 ordinary shares together with Series A warrants to purchase a total of 576,924 ordinary shares (the “Series A Warrants”), for gross proceeds of approximately $2.0 million. Each investor received a Series A Warrant to purchase a number of shares equal to 75% of the number of ordinary shares the investor purchases in the offering with a warrant term of four (4) years. The purchase price for each ordinary share and the related Series A Warrants is $2.60. The Series A Warrants have an exercise price of $2.60. In connection with the offering, the investors also received Series B warrants with an initial face amount of 200,000 ordinary shares, which are subject to adjustment not in excess of an aggregate of 462,843 ordinary shares (the “Series B Warrants”) for nominal consideration. If on the 30th day after the closing date of the transaction (the “Adjustment Date”), the closing bid price of the Company’s ordinary shares is less than $2.60, the investors shall have the right to exercise the Series B Warrants and the number of ordinary shares to be issued to the investors upon exercise of the Series B Warrants shall be adjusted (upward or downward, as necessary) based on the closing bid price of the Company’s ordinary shares on such date. The closing of the offering took place on July 10, 2018. On August 9, 2018, the closing bid price of the Company’s ordinary shares was $1.29, and thus the Series B Warrant was exercised for 390,579 ordinary shares.
As of June 30, 2022 and December 31, 2021,
there were
Ordinary Shares Held in Escrow
Preferred Shares
The Company is authorized to issue unlimited preferred
shares, in one or more series, with such designations, voting and other rights and preferences as may be determined from time to time
by the board of directors. As of June 30, 2022 and December 31, 2021 there were
17
Warrants
A summary of warrants activity for the six months ended June 30, 2022 and 2021 is as follows:
| Number of shares | Weighted average life | Expiration dates | ||||||
| Balance of warrants outstanding as of December 31, 2017 | ||||||||
| Grants of Series A Warrants | ||||||||
| Grants of Placement Agent Warrant | ||||||||
| Grants of Series B Warrants | ||||||||
| Exercise of Series B Warrants | ( | ) | ||||||
| Balance of warrants outstanding as of December 31, 2018 | | |||||||
| Balance of warrants outstanding as of December 31, 2019 | | |||||||
| Balance of warrants outstanding as of June 30, 2020 (unaudited) | ||||||||
| Balance of warrants outstanding as of December 31, 2020 | | |||||||
| Expire of Warrants issued in July 6, 2016 | ( | ) | ||||||
| Balance of warrants outstanding as of December 31, 2021 | ||||||||
| Balance of warrants outstanding as of June 30, 2022 (unaudited) | ||||||||
| * |
Series A Warrants
In connection with the private placement closed on July 10, 2018, the Company issued Series A warrants to investors to purchase a total of 576,924 ordinary shares with a warrant term of four (4) years. The Series A Warrants have an exercise price of $2.60 per share. On January 9, 2019, the Board of the Company approved a downward adjustment of the exercise price from $2.60 to $1.18.
The Series A Warrants have customary anti-dilution
protections including a “full ratchet” anti-dilution adjustment provision which are triggered in the event the Company sells
or grants any additional shares of common stock, options, warrants or other securities that are convertible into common stock at a price
lower than $
Based on an evaluation as discussed in FASB ASC 815-15, “Embedded Derivatives” and FASB ASC 815-40-15, “Contracts in Entity’s Own Equity – Scope and Scope Exceptions,” the Company determined that the Series A Warrants were not considered indexed to its own stock because neither the occurrence of a sale of equity securities by the issuer at market nor the issuance of another equity contract with a lower strike price is an input to the fair value of a fixed-for-fixed option or forward on equity shares. As such, the Series A Warrants were classified as a liability. Liability classification requires the warrant to be re-measured to their fair value for each reporting period.
As of July 10, 2018, December 31, 2021 and
June 30, 2022, the Company estimated fair value of the Series A Warrants at $
On the July 10, 2018, December 31, 2021 and June 30, 2022, the Company estimated the fair value of Series A Warrants using the following assumptions:
| On July 10, 2018 |
On December 31, 2021 |
On June 30, 2022 |
||||||||||
| Terms of warrants | days | |||||||||||
| Exercise price | ||||||||||||
| Risk free rate of interest | % | % | % | |||||||||
| Dividend yield | % | % | % | |||||||||
| Annualized volatility of underlying stock | |
|||||||||||
18
Series B Warrants
In connection with the private placement closed on July 10, 2018, the investors also received Series B warrants with an initial face amount of 200,000 ordinary shares, which are subject to adjustment not in excess of an aggregate of 462,843 ordinary shares (the “Series B Warrants”) for nominal consideration. If on the 30th day after the closing date of the transaction (the “Adjustment Date”), the closing bid price of the Company’s ordinary shares is less than $2.60, the investors shall have the right to exercise the Series B Warrants and the number of ordinary shares to be issued to the investors upon exercise of the Series B Warrants shall be adjusted (upward or downward, as necessary) based on the closing bid price of the Company’s ordinary shares on such date.
Based on an evaluation as discussed in FASB ASC 815-40-15, “Contracts in Entity’s Own Equity – Scope and Scope Exceptions,” the Company determined that the Series B Warrants were not considered indexed to its own stock because the settlement amount does not equal the difference between the fair value of a fixed number of the Company’s shares and a fixed strike price. Liability classification requires the warrant to be re-measured to their fair value for each reporting period.
Placement Agent Warrants
On April 6, 2018, the Company entered into a letter
agreement with FT Global Capital, Inc., as exclusive placement agent (the “Placement Agent”), pursuant to which the Placement
Agent agreed to act as our placement agent on a best efforts basis in connection with the above offering. In addition to the cash payments,
the Company also agreed to issue to the Placement Agent a warrant to purchase a number of ordinary shares equal to
As of July 10, 2018, December 31, 2021 and
June 30, 2022, the Company estimated fair value of the Placement Agent Warrants at $
Allocation of Issuance Costs
In connection with the Private Placement closed
on July 10, 2018, the Company incurred direct and incremental issuance costs of $
Statutory reserve
The Company’s ability to pay dividends is
primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations
permit payments of dividends by the Company’s PRC subsidiaries only out of its retained earnings, if any, as determined in accordance
with PRC accounting standards and regulations and after it has met the PRC requirements for appropriation to statutory reserves. Paid
in capital of the PRC subsidiaries included in the Company’s consolidated net assets are also non-distributable for dividend purposes.
The results of operations reflected in the accompanying consolidated financial statements prepared in accordance with U.S. GAAP differ
from those reflected in the statutory financial statements of PRC subsidiaries.
As of June 30, 2022 and December 31, 2021,
the Company had a statutory reserve of $
19
17. SEGMENT REPORTING
In
accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate
financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or
decision making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management
approach” in determining reportable operating segments. The management approach considers the internal organization and
reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the
source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews
operation results by the revenue of different services. For the six months ended June 30, 2021 and 2020, the Company has
The following table presents summary information by segment for the six months ended June 30, 2022 and 2021, respectively:
| For the Year Ended June 30, 2022 | ||||||||||||||||
| Business conducted by Adrie and its subsidiaries | Business conducted by Lixin Cayman and its subsidiaries | Elimination | Total | |||||||||||||
| Net revenues of services | $ | $ | $ | (138,621 | ) | $ | 1,119,244 | |||||||||
| Commission and fee income on guarantee services, net | (55,012 | ) | 381,549 | |||||||||||||
| Total interest and fee income | 1,291,030 | |||||||||||||||
| Net (loss) income from operation | $ | $ | $ | - | $ | 965,689 | ||||||||||
| Depreciation and amortization | $ | $ | $ | - | $ | 530,060 | ||||||||||
| Capital expenditures | $ | $ | $ | - | $ | - | ||||||||||
| Income tax recovery (expense) | $ | ( | ) | $ | ( | ) | $ | - | $ | (346,381 | ) | |||||
| Segment (loss) profit from continuing operations | $ | ( | ) | $ | $ | - | $ | 563,372 | ||||||||
| Segment assets as of June 30, 2022 | $ | $ | $ | (771,743 | ) | $ | 64,665,668 | |||||||||
For the Six Months Ended (Unaudited) | ||||||||||||
| Business conducted by Adrie and its subsidiaries | Business conducted by Lixin Cayman and its subsidiaries | Total | ||||||||||
| Net revenues of services | $ | $ | $ | |||||||||
| Commission and fee income on guarantee services, net | ||||||||||||
| Total interest and fee income | ||||||||||||
| Net loss from operation | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Depreciation and amortization | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Income tax (expenses) benefits | $ | $ | ( | ) | $ | |||||||
| Segment loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Segment assets as of June 30, 2021 | $ | $ | $ | |||||||||
20
18. COMMITMENTS AND CONTINGENCIES
Contingencies
From time to time, the Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity.
Lease commitments
As of June 30, 2022, the Company leases offices space under a number of non-cancellable operating lease arrangements, one of which had a term of over 12 months. The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of right of use assets and lease liabilities. Lease expense for operating lease is recognized on a straight-line basis over the lease term.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
In calculating the initial values of right of use assets and liabilities at inception date, the Company uses the rate implicit in the lease, when available or readily determinable, to discount lease payments to present value. When the leases do not provide a readily determinable implicit rate, the Company discount lease payments based on an estimate of its incremental borrowing rate.
The table below presents the operating lease related assets and liabilities recorded on the balance sheets.
| June 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | ||||||||
| Right of use assets | $ | $ | ||||||
| Operating lease liabilities, current portion | $ | $ | ||||||
| Operating lease liabilities, noncurrent portion | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
As of June 30, 2022, the weighted average remaining
lease term was
As of December 31, 2021, the weighted average
remaining lease term was
Rental expense for the six months ended June 30,
2022 and 2021 was $
The following is a schedule, by years, of maturities of lease liabilities as of June 30, 2022:
| Twelve months ended June 30, 2023 | $ | |||
| Twelve months ended June 30, 2024 | ||||
| Total lease payments | ||||
| Less: imputed interest | ||||
| Present value of lease liabilities | $ |
21
19. SUBSEQUENT EVENTS
The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements other than the above mentioned events.
On July 7, 2022, the Board of directors passed a resolution to terminate the cooperation agreement with Shenzhen Geile Information Technology Co., Ltd. (formerly called “Shenzhen Harvest Business Ltd., Co.”) and dissolve FINE C+ Digital. On the same day, the Board of directors passed a resolution to terminate the cooperation agreement with Beijing Auvgo International Travel Technology Co. Ltd. and dissolve Yijia Travel. The Company had not made any investment in these two joint ventures and these joint ventures had no operations.
22
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our company’s financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains statements that may be deemed to be “forward-looking statements” within the meaning of the federal securities laws. These statements relate to anticipated future events, future results of operations and/or future financial performance. In some cases, you can identify forward-looking statements by their use of terminology such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “future,” “intend,” “may,” “ought to,” “plan,” “possible,” “potentially,” “predicts,” “project,” “should,” “will,” “would,” negatives of such terms or other similar terms. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The forward-looking statements in this Form 6-K include, without limitation, statements relating to:
| ● | our goals and strategies; | |
| ● | our future business development, results of operations and financial condition; | |
| ● | our estimates regarding expenses, future revenues, capital requirements and our need for additional financing; | |
| ● | our estimates regarding the market opportunity for our services; | |
| ● | the impact of government laws and regulations; | |
| ● | our ability to recruit and retain qualified personnel; | |
| ● | our failure to comply with regulatory guidelines; | |
| ● | uncertainty in industry demand; | |
| ● | general economic conditions and market conditions in the finance industry; | |
| ● | future sales of large blocks or our securities, which may adversely impact our share price; and | |
| ● | depth of the trading market in our securities. |
The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties.
You should not unduly rely on any forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Form 6-K, to conform these statements to actual results or to changes in our expectations.
Overview
Roan Holdings Group Co., Ltd. (formerly known as China Lending Corporation or DT Asia Investments Limited) (“Roan”, or the “Company”) is a holding company incorporated on April 8, 2014, under the laws of the British Virgin Islands. The Company historically engaged in providing loan facilities to individuals, micro, small and medium-sized enterprises (“MSMEs”) and sole proprietors in the Xinjiang province in China. Due to the slowdown of the Chinese economy and policy changes related to loans to MSMEs, the Company has transformed its business from a direct loan business, to a financial, insurance and healthcare related solutions company serving MSMEs in China. The Company also provides health management, asset management, insurance services, healthcare and consumer financing services to the employees of large institutions.
In 2019, the Company acquired a 65.0177% interest in Lixin Financial Holdings Group Limited (“Lixin Cayman”), through its subsidiaries, provides a wide range of financing solutions and related peripheral services, including financial management, assessment and consulting services, debt collecting services, and financial guarantee services to individuals and MSMEs in China.
In 2020, the Company began and expanded its services in the health industry. The Company plans to provide a variety of health care related services, including health management, health big data management, and health information management based on blockchain technology, innovation insurance, health products and healthcare services. Due to the negative impact of Covid-19 pandemic, many of the Company’s health projects was suspended or delayed.
On September 30, 2021, the Company sold 100% of the equity interest it held in China Roan Industrial-Financial Holdings Group Co., Ltd. (“Roan HK”), a holding company that has no business operations, to Yuanjia Asset Management Co., Ltd., a BVI company (“Yuanjia”). Xinjiang Feng Hui Jing Kai Direct Lending Limited (“Jing Kai”) was disposed at the same time.
In 2021, the Company expanded its business to provide industrial operation services based on the Company’s past experience, capability, customer resources, market channels, relationships with institutional organizations and government relations.
On December 16, 2021, Hangzhou Zeshi Investment Partnership (Limited Partnership) (“Hangzhou Zeshi”), a wholly-owned subsidiary of the Company, invested RMB 2 million (approximately $0.31 million) in Zhongtan Future New Energy Industry Development (Zhejiang) Co., Ltd. （中碳未来新能源产业发展（浙江）有限公司） (“Zhongtan Future”), and held 2% its equity. On December 31, 2021, Hangzhou Zeshi entered into an agreement with ZhongTan Future. Pursuant to the agreement, Hangzhou Zeshi will provide supply chain financial services, financial leasing services and industrial operation services, etc. On June 1, 2022, a shareholder of Zhongtan Future agreed to transfer 8% of its equity interest in Zhongtan Future to Hangzhou Zeshi. After the transfer, Hangzhou Zeshi owns 10% of the equity interest in Zhongtan Future.
On April 2, 2022, the Company’s subsidiary, Hangzhou Zeshi Investment Partnership (Limited Partnership) (杭州泽时投资合伙企业(有限合伙) ) (“Hangzhou Zeshi”), invested RMB 22 million (approximately $3.41 million) to a joint venture, Zhongxin Future (Hangzhou) Semiconductor Technology Industry Development Co., Ltd. (中芯未来（杭州）半导体科技产业发展有限公司) (“ZhongXin”) and held 22% of the equity in the joint venture. On April 7, 2022, Hangzhou Zeshi entered into an agreement with ZhongXin. Pursuant to the agreement, Hangzhou Zeshi will provide supply chain financial services and industrial operation services, etc. ZhongXin will set up industrial parks by collaborating with local government in multiple areas for the manufacturing, marketing and distribution of the semiconductor products and new materials.
On June 23, 2022, a new wholly-owned subsidiary, Zhongtan Future Industrial Operation (Hangzhou) Co., Ltd. (中碳未来产业运营（杭州）有限公司) (“Zhongtan Industrial Operation”), was incorporated under the laws of the PRC, which provides services in industrial operation services focusing on new storage energy, new materials and semiconductor.
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Among the Company’s subsidiaries, Zhejiang Lixin Enterprise Management Holding Group Co., Ltd. (浙江励信企业管理集团有限公司) (“Zhejiang Lixin”), Lixin (Hangzhou) Asset Management Co., Ltd. (励信(杭州)资产管理有限公司) (“LAM”) ,Hangzhou Zeshi Investment Partnership (Limited Partnership) (杭州泽时投资合伙企业(有限合伙)) (“Hangzhou Zeshi”) and Zhejiang Jing Yu Xin Financing Guarantee Co., Ltd. (浙江京虞信融资担保有限公司) (“Zhejiang Jingyuxin”) are financial service companies, which provide comprehensive financial solutions and services including financial consulting services, consulting services relating to debt collection and financial guarantee services. The company also provides industrial operation services via its subsidiaries.
Financial Consulting Services
The Company used to provide management and assessment services, which included financial consulting services for its customers who borrowed direct loans from the Company. During fiscal year 2020, the Company disposed Feng Hui Ding Xin (Beijing) Financial Consulting Co., Limited and its direct loan business and its subsidiaries. As a result of the disposition, the Company no longer conducted direct loan business and its related services.
In 2021, the Company begun to provide financial consulting services to its customers who have financing needs. The Company’s financing services includes:
| ● | Designing financing plans for its customers, facilitating the financing services between customers and financial providers, |
| ● | assisting funds to arrange project due diligence and getting government approval, and |
| ● | assisting financing providers in risk management and asset management post lending. |
The Company charges a fixed referral fee or service fee based on the percentage of the financing amount for its services. There was $165,212 and $126,659 revenue from financial consulting services for the six months ended June 30, 2022 and 2021, respectively.
Consulting services relating to debt collection
The Company provides consulting services relating to debt collection to its customers. The debt collection services involved commitments of 1) assisting the customers to obtain court judgments on outstanding debt, and 2) assisting the customers to receive repayment on outstanding debt.
Revenue from financial consulting services relating to debt collection was $nil and $204,129 for the six months ended June 30, 2022 and 2021, respectively.
Financial guarantee services
The Company’s subsidiary, Zhejiang Jing Yu Xin Financing Guarantee Co., Ltd. (浙江京虞信融资担保有限公司) (“Zhejiang Jingyuxin”), which the Company owns 93.4% of the equity, provides financial guarantee services to its customers.
The Company receives financial guarantee commission by providing a financial guarantee service to customers. Pursuant to the financial guarantee service contracts, the Company is obligated to make payments if the customers fail to make payments to financial institutions as scheduled. Accordingly, the financial institutions providing capital to customers and will claim the defaulted amount against the Company if any customer default occurs. The contract amounts reflect the extent of credit losses to which the Company is exposed.
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Credit risk is controlled by the application of credit approvals, limits and monitoring procedures including due-diligence visits and post-lending visits to the clients. The Company manages credit risk through in-house research and analysis of the Chinese economy, the underlying obligors and transaction structures. To minimize credit risk, the Company requires collaterals in the form of cash or pledges of securities or property and equipment.
As part of its financial guarantee services, the Company provides loan guarantees. The customer’s cash deposits or other assets are held as collaterals for the repayment of each loan. As of June 30, 2022 and December 31, 2021, the amount of outstanding loans and related interest that the Company has guaranteed was approximately $34,230,602 and $47,020,055, respectively.
The Company generated financial guarantee commissions of $185,634 and $191,920 for the six months ended June 30, 2022 and 2021, respectively.
Revenue from Interest and fees
Zhejiang Lixin, LAM, Hangzhou Zeshi, Zeshi Insurance and Yi Fu provide loans to third parties and charge a fixed rate interest on the loans. The Company recorded interest on third parties loans of $1,112,816 and $998,827 for the six months ended June 30, 2022 and 2021, respectively.
Under the financial guarantee service agreements, banks, other financial institutions and creditors who provide loans to the Company’s guarantee service customers, generally require the Company, as the guarantor of the loans, to deposit cash of 10% to 20% of the guaranteed amount into an escrow account which is restricted from use. The Company records interest received on the restricted cash pledged as revenue. The Company records interest received on the restricted cash pledged as revenue. The Company recorded interest on restricted cash of $178,214 and $271,212 for the six months ended June 30, 2022 and 2021, respectively.
Healthcare service packages
On December 30, 2019, the Company incorporated Fortis Health Industrial Group Limited (former name Fortis Health Industrial Group Limited) (“Fortis” or “FIG”,) in Hong Kong. On February 28, 2020, the Company incorporated Zeshi Insurance to conduct insurance technology business. On March 3, 2020, the Company incorporated Zeshi Health to conduct health management, health big data management, and health information management based on blockchain technology.
In April 2020, the Company officially launched a one-stop internet insurance and health care service platform after nearly eight months of preparation and systems development. The platform aims to provide modern households with one-stop systematic “customized insurance + health management + family doctor + home medical testing” health management service solutions. This platform will enable households and employees of medium to large-sized enterprises to access cost-effective, customized health care and insurance solutions, customized insurance products, as well as data management and operational services.
In July 2020, the Company changed the principal business operations of Ningbo Ding Tai Financial Leasing Co., Ltd. in order to expand and enhance its services in the health industry in Zhejiang Province and renamed it Yifu Health Industry (Ningbo) Co., Ltd.
The Company has established long-term partnerships for innovative insurance services, smart health medical services, data mining, and operations with a variety of insurance service partners, medical service partners, and technology and big data partners.
The Company had initially planned to officially launch our newborn deformity diagnosis and treatment insurance project at the end of 2020 or early 2021. Due to a COVID outbreak in Hebei province in early 2021, the project was temporarily suspended. The revenue generated from the health care service was $26,209 and minimal during the six months ended June 30, 2022 and 2021, respectively.
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Industrial operation services
In the year ended December 31, 2021, the Company began to provide industrial operations services to its customers, which includes transformation, incubation and commercialization of scientific and technological achievements; investment and development of projects for new technology, products and related operating service.
On December 31, 2021, Hangzhou Zeshi investment partnership (Limited Partnership) (“Hangzhou Zeshi”), a wholly-owned subsidiary of the Company, entered into an agreement with ZhongTan Future New Energy Industry Development (Zhejiang) Co., Ltd. (“ZhongTan Future”). Pursuant to the agreement, Hangzhou Zeshi will provide supply chain financial services, financial leasing services and industrial operation services, etc. Revenue of $146,245 was recognized during the year ended December 31, 2021 after the target customer was located, due diligence and initial negotiation was completed and requirements of ZhongTan Future were met. Revenue $655,227 was recognized during the year ended June 30, 2022 for the industrial operation service that the Company provided to Zhangtan related with the setup of new energy storage battery manufacturing headquarter in Jiaxing Economic and Technological Development Zone and the energy storage system equipment manufacturing industry park in Zhejiang Shangyu Cao'e River Economic Development Zone.
On April 7, 2022, Hangzhou Zeshi investment partnership (Limited Partnership) (“Hangzhou Zeshi”), a wholly-owned subsidiary of the Company, entered into an agreement with Zhongxin Future (Hangzhou) Semiconductor Technology Industry Development Co., Ltd. (中芯未来（杭州）半导体科技产业发展有限公司) (“ZhongXin”). Pursuant to the agreement, Hangzhou Zeshi will provide supply chain management services and industrial operation services. The Company recognized revenue of $291,212 for the industrial operation services provided for ZhongXin during the six months ended June 30, 2022. $145,606 was for the due diligence that the Company conducted for ZhongXin and the other $145,606 was for the agreement that the Company signed with the local government and gained government support on the energy storage system equipment manufacturing industry park in Zhejiang Shangyu Cao’e River Economic Development Zone.
COVID-19 Impact
Our business operations have been affected and may continue to be affected by the ongoing COVID-19 pandemic. After the second quarter of 2020, the COVID outbreak in China was gradually controlled. Our business initially returned to normal operations, although management assessed that our results of operations had been negatively impacted for the year. In 2021, Omicron variants emerged, resulting in continued disruption to our business and the global economy and supply chain. If any new outbreak of COVID-19 is not effectively and timely controlled, or if government responses to outbreaks or potential outbreaks are severe or long-lasting, it could negatively affect the execution of customer contracts, the collection of customer payments, or disrupt our supply chain, and the continued uncertainties associated with COVID 19 may cause our revenue and cash flows to underperform in the next 12 months. The extent of the future impact of the COVID-19 pandemic on our business and results of operations is still uncertain.
Key Factors Affecting Our Results of Operation
We have a limited operating history of our current businesses. We commenced management and assessment consulting services in December 2018, and acquired financial guarantee and consulting business in late December 2019. We believe our future success depends on our ability to significantly expand financial market and channels, and apply latest technology related to healthcare big data, artificial intelligence and block chain to the combination of medical and healthcare management and insurance. Our limited operating history makes it difficult to evaluate our business and future prospects. You should consider our future prospects in light of the risks and challenges encountered by a company with a limited operating history in an emerging and rapidly evolving industry. These risks and challenges include, among other things,
| ● | our ability to integrate financial guarantee and financial consulting business; |
| ● | our ability to expand financial market and channels, especially in individual financial services: insurance + consumption finance; and |
| ● | our ability to build the insurance technology and health management platform. |
5
In addition, our business requires a significant amount of capital in large part due to needing to continuously grow financial guarantee services, and expand our business in existing markets and to additional markets where we currently do not have operations. We do not know if we will receive the amount of capital needed for our business growth and expansion.
Results of Operations
Revenues
The following table presents our consolidated revenues for our main services for the six months ended June 30, 2022 and 2021, respectively:
| For the Six Months ended June 30, |
Variance | |||||||||||||||
| 2022 (Unaudited) |
2021 (Unaudited) |
Amount | % | |||||||||||||
| Financial consulting service | $ | 165,212 | $ | 126,659 | $ | 38,553 | 30 | % | ||||||||
| Consulting services relating to debt collection | - | 204,129 | (204,129 | ) | (100 | )% | ||||||||||
| Healthcare service packages | 26,209 | - | 26,209 | 100 | % | |||||||||||
| Industrial Operation Service | 946,439 | - | 946,439 | 100 | % | |||||||||||
| Cost of revenue | (18,616 | ) | - | (18,616 | ) | 100 | % | |||||||||
| Revenues from services | $ | 1,119,244 | $ | 330,788 | $ | 788,456 | 238 | % | ||||||||
Financial consulting service
Revenue from financial consulting services was $165,212 for the six months ended June 30, 2022, an increase of $38,553, or 30%, as compared to $126,659 for the same period of last fiscal year as the result of stronger sales efforts.
Consulting services relating to debt collection
Revenue from consulting services relating to debt collection was $nil for the six months ended June 30, 2022, as compared to $204,129 for the same period of last fiscal year. Due to the negative impact of COVID-19, the Chinese economy deteriorated, which increased the risk of debt collection and sale ability of collateral guaranteed for these debts. To avoid these risks, the Company did not renew or sign any consulting services contracts relating to debt collection during the six months ended June 30, 2022.
Revenue from healthcare service packages
Revenue from the health care service packages was $26,209 and minimal for the six months ended June 30, 2022 and 2021, respectively. Zeshi Health sold some COVID-19 related health service packages to its customers in the first quarter of 2022 when COVID-19 broke in Shangyu and Hangzhou.
Industrial Operation Service
Revenue from industrial operation services was $946,439 for the six months ended June 30, 2022. $655,227 was related to the industrial operation service provided to ZhongTan Future. The Company successfully signed two strategy cooperation agreements with local government and gained government support for the setup of new energy storage battery manufacturing headquarter in Jiaxing Economic and Technological Development Zone and the energy storage system equipment manufacturing industry park in Zhejiang Shangyu Cao'e River Economic Development Zone. Pursuant to the agreement, ZhongTan Future paid the service fee of $655,227 during the six months ended June 30, 2022. Revenue of $145,606 was for the due diligence that the Company conducted for ZhongXin and the other $145,606 was for the agreement that the Company signed with the local government and gained government support on the setup of the energy storage system equipment manufacturing industry park in Zhejiang Shangyu Cao'e River Economic Development Zone.
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Commission and fees on financial guarantee services
Commission and fees on financial guarantee services was $185,634 and $191,920 for the six months ended June 30, 2022 and 2021, respectively, reflecting a small decrease for business development. The Company strengthened its due diligence and risk control on the financial guarantee services during the six months ended June 30, 2022 to avoid the financing risks caused by Covid-19. As a result, the Company provided less financing guarantee services during the six months ended June 30, 2022 as compared to the same period of last year, which in turn caused a decrease in commission and fees on financial guarantee services.
Provision for financial guarantee services
The provisions for financial guarantee services are related to financial guarantee service business as per the requirement of local government. We recovered provisions for financial guarantee services which were reversed of $195,915 during the six months ended June 30, 2022, as compared to recovery of provision for financial guarantee services of $15,586 for the same period of last fiscal year.
Interest and fee income
Interest and fee income primarily consisted of interest and fee income generated from loans due from third parties. Interest and fee income was $1,291,030, an increase of $20,991, or 1.65% for the six months ended June 30, 2022 as compared to $1,270,039 for the same period of 2021. The increase was mainly due to an increase of $113,989 in interest income from loans due from third parties, which was offset by a decrease of $92,998 in the interest income on deposits with banks.
Operating expenses
Operating expenses decreased by $279,986 or 13.29%, to $1,826,134 for the six months ended June 30, 2022, as compared to $2,106,120 for the same period of last fiscal year, which was mainly due to a decrease of $329,693 in other operating expenses. Other operating expenses mainly include general and administrative expenses and selling expenses. The decrease in other operating expenses was primarily the result of our cost control strategies. Operating expenses also included change in fair value of warrant liabilities. The loss from the fair value change in warrant liabilities was $16,998 during the six months ended June 30, 2022, as compared to a gain of $27,729 for the same period of last fiscal year.
Other Expenses (income), Net
Other expenses decreased by $88,570 to $55,936 for the six months ended June 30, 2022 as compared to other expenses of $144,506 for the same period of last fiscal year 2021. The decrease in other expenses for the six months ended June 30, 2022 was mainly due to an increase of $80,760 interest income and a decrease of $27,098 of finance cost.
Income/loss from Operations
Income from operations was $909,753 for the six months ended June 30, 2022, an increase of $1,383,218, compared to a loss of $473,465 for the same period of fiscal year 2021.
Income tax benefit(expenses)
Income tax expenses was $346,381 for the six months ended June 30, 2022, an increase of $359,449 as compared to income tax benefit $13,068 and for the same period of last fiscal year, which was mainly due to an increase in operating income before current income tax.
Noncontrolling Interest
As of June 30, 2022, we held a 93.3994% interest in Zhejiang Jingyuxin. The share of net income from the subsidiaries by the noncontrolling interest for the six months ended June 30, 2022 was $241,367, a decrease of $174,337, as compared to $67,030 for the same period of the previous fiscal year, as the result of an increase in net income generated by Zhejiang Jingyuxin as compared to the same period in the previous fiscal year.
Net loss
As a result of the foregoing, we had a net income of $322,005 for the six months ended June 30, 2022, as compared to a net loss of $527,427 for the same period of last fiscal year.
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Liquidity and Capital Resources
Our total assets decreased by $1,977,310 to $64,665,668 compared to $66,642,978 as of December 31, 2021. The decrease in total assets was primarily due to a decrease in cash and cash equivalent of $911,468 and a decrease in restricted cash of $3,353, 981, which was partially offset by an increase in loan receivable due from third parties, net of $2,623,547.
Cash and cash equivalents were $1,035,674 as at June 30, 2022, reflecting a decrease of $911,468 from $1,947,142 as at December 31, 2021, primarily due to repayment of loans to third parties of $3,962,433 during the six months ended June 30, 2022. Restricted cash in banks and other financial institutions decrease by $3,353,981, from $29,693,689 as of December 31, 2021 to $26,339,708 as of June 30, 2022.
In assessing the Company’s liquidity, the Company monitors and analyzes its cash and its ability to generate sufficient cash flow in the future to support its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements and operating expenses obligations. Our working capital was $50,361,534 as of June 30, 2021, a decrease of $1,578,638, as compared to $51,940,172 as of December 31, 2021, mainly due to a decrease in current assets during the six months ended June 30, 2022.
The Company plans to fund its operations through revenue generated from its revenue streams of industrial financial services including but not limited financial guarantee services and financial consulting services, industrial operation services in new storage energy, new materials, and semiconductor. The Company also intends to generate fund from private placements from investors, and financial support commitments from the Company’s shareholder. Management believes that the Company will continue as a going concern in the following 12 months.
The Company’s ability to support its operating and capital expenditure commitments will depend on its future performance, which will be subject in part to general economic, competitive and other factors beyond its control. The impacts of COVID-19 may cause lockdowns, quarantines, travel restrictions, and closures of businesses and schools. As a result, the Company may experience delays of outstanding receivables from customers and limited access to cash to expand its operations. The extent to which the coronavirus impacts the Company’s operation results for the future periods will depend on certain future developments, including the duration of the COVID-19 pandemic, emerging information concerning the severity of the coronavirus variants and the actions taken by governments and private businesses to attempt to contain the coronavirus, all of which is uncertain at this point.
Current foreign exchange and other regulations in the PRC may restrict our PRC entities in their ability to transfer their net assets to the Company and its subsidiaries in the Cayman Islands, and Hong Kong. However, these restrictions have no impact on the ability of these PRC entities to transfer funds to us as we have no present plans to declare dividends as we plan to retain our retained earnings to continue to grow our business. In addition, these restrictions have no impact on the ability for us to meet our cash obligations as all of our current cash obligations are due within the PRC.
A majority of our future revenues are likely to continue to be in the form of Renminbi. Under existing PRC foreign exchange regulations, Renminbi may be converted into foreign exchange for current account items, including profit distributions, interest payments and trade-and service-related foreign exchange transactions.
We expect that a substantial majority of our future revenues will be denominated in Renminbi. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior SAFE approval as long as certain routine procedural requirements are fulfilled. Therefore, our PRC subsidiaries are allowed to pay dividends in foreign currencies to us without prior SAFE approval by following certain routine procedural requirements. However, approval from or registration with competent government authorities is required where the Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future.
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Cash Flows
Net cash provided by operating activities was $1,370,088 for the six months ended June 30, 2022, a decrease of $6,851,308 from $8,221,396 for the same period of last fiscal year. The decrease was mainly due to an increase in cash outflow from changes in accounts receivables, other current assets and other receivables, which was partially offset by an increase in net income.
Net cash used in investing activities was $3,957,149 for the six months ended June 20, 2022, as compared to $3,441,941 for the same period of the last fiscal year. The increase in cash used in investing activities was primarily due to an increase in repayment of loans to third parties.
Net cash used in financing activities for the six months ended June 30, 2022, was $62,562, representing a decrease of $2,892,910, as compared to $2,955,472 for the same period of last fiscal year. The decrease in cash used in financing activates was mainly attributable to a decrease in repayment of bank loans and lease liabilities.
Off Balance Sheet Arrangements
We have not entered into any derivative contracts that are indexed to our shares and classified as shareholders’ equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or that engages in leasing, hedging or research and development services with us.
As of June 30, 2022 and 2021, there were no off-balance sheet arrangements.
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Exhibit 99.3
Roan Holdings Group Co., Ltd. Reports First Half 2021 Financial Results
BEIJING and HANGZHOU, China, August 24, 2022 /PRNewswire/ -- Roan Holdings Group Co., Ltd. (“Roan” or the “Company”) (OTC Pink Sheets: RAHGF and RONWF), a comprehensive solution provider for industrial operation and capital market services, today reported its financial results for the six months ended June 30, 2022.
Key Financial Highlights for the First Half 2022 as compared to First Half 2021:
| · | Total revenue from services increased 238% from $0.33 million to $1.12 million. |
| · | Operating income increased 57% to $2.79 million, as compared to $1.78 million. |
| · | Net income was $0.56 million or $0.01 per share, compared to net loss of $0.46 million or $0.02 per share. |
| For the Six Months ended June 30, | Variance | |||||||||||||||
| ($ millions, except per share data, differences due to rounding) | 2022 (Unaudited) | 2021 (Unaudited) | Amount | % | ||||||||||||
| Revenues from services | $ | 1.12 | $ | 0.33 | $ | 0.79 | 238 | % | ||||||||
| Operating income | 2.79 | 1.78 | 1.01 | 57 | % | |||||||||||
| Net income (loss) | 0.56 | (0.46 | ) | 1.02 | 222 | % | ||||||||||
| Earnings (loss) per share | 0.01 | (0.02 | ) | 0.03 | 150 | % | ||||||||||
Mr. Junfeng Wang, Chairman of the Board commented, “The first half of 2022 was a productive half year for Roan, highlighted by a strong growth of 238% in revenues from services due to the growing revenues contributed from our industrial operation services. Our newly focused industrial operations services made up 84.6% of our revenues from services in the first half 2022, which is a testament to our successful development and continuous expansion on the industrial operation business in the Yangtse River Delta Region. During the first half of 2022, we have made remarkable progress through cooperating with leading enterprises on the industrial operation projects targeting new energy, new materials and semiconductor fields.”
“We will continue to leverage our past experience, performance, customer resources, market channels, relationships with institutional organizations and local government relations to continue expanding our service offerings of industrial operations step by step. We plan to implement multiple new strategic initiatives this second half of the year and continue aiming to set up an industrial service platform that could cover the industrial supply chain of new energy industrial operation and both the downstream and upstream resources in such fields. We plan to continue to promote our leading ‘industrial investment + industrial operation’ solutions of ‘whole process and life cycle’,” Mr. Wang said.
Mr. Wenhao Wang, Chief Financial Officer of Roan, commented: “Our first two fiscal quarters marked a strong growth in revenues and resulted in net profits as we begin to realize the benefits of our business strategy upgrade and the development of our industrial operation service. We managed to achieve a net income of $0.56 million for the first half of 2022, with an increase of 222% or 1.02 million, from a net loss of $0.46 million during the same period of last year. As we look toward the second half of 2022 and the next fiscal year, we expect our industrial operation service revenue to continue to increase as a percentage of our total revenue, and to deliver good financial performance for the Company, further enjoying the growth in the new energy and new materials sectors and bringing better returns for our shareholders.”
First Half 2022 Financial Results
Revenues
The following table sets forth a breakdown of our revenue by services offered for the six months ended June 30, 2022 and 2021:
| For the Six Months ended June 30, | Variance | |||||||||||||||
| 2022 (Unaudited) | 2021 (Unaudited) | Amount | % | |||||||||||||
| Financial consulting service | $ | 165,212 | $ | 126,659 | $ | 38,553 | 30 | % | ||||||||
| Consulting services relating to debt collection | - | 204,129 | (204,129 | ) | (100 | )% | ||||||||||
| Healthcare service packages | 26,209 | - | 26,209 | 100 | % | |||||||||||
| Industrial Operation Service | 946,439 | - | 946,439 | 100 | % | |||||||||||
| Cost of revenue | (18,616 | ) | - | (18,616 | ) | 100 | % | |||||||||
| Revenues from services | $ | 1,119,244 | $ | 330,788 | $ | 788,456 | 238 | % | ||||||||
Financial consulting services
Revenue from financial consulting services was $165,212 for the six months ended June 30, 2022, as compared to $126,659 for the same period of last fiscal year. An increase of $38,553, or 30%, as compared to $126,659 for the same period of last fiscal year as the result of stronger sales efforts.
Consulting services relating to debt collection
Revenue from consulting services relating to debt collection was $nil for the six months ended June 30, 2022, as compared to $204,129 for the same period of last fiscal year. Due to the negative impact of COVID-19, the Chinese economy deteriorated, which increased the risk of debt collection and sale ability of collateral guaranteed for these debts. To avoid these risks, the Company did not renew or sign any consulting services contracts relating to debt collection during the six months ended June 30, 2022.
Revenue from healthcare services packages
Revenue from the health care service packages was $26,209 and minimal for the six months ended June 30, 2022 and 2021, respectively. The health service package was sold to the customers in the first quarter of 2022 when COVID-19 broke in Shangyu and Hangzhou.
Industrial operation services
Revenue from industrial operation services was $946,439 for the six months ended June 30, 2022, as compared to $nil for the same period of last fiscal year, which was mainly due to the Company providing industrial operations services starting in 2021.
Commission and fees on financial guarantee services
Commission and fees on financial guarantee services was $185,634 and $191,920 for the six months ended June 30, 2022 and 2021, respectively, reflecting a small decrease for business development.
Provision for financial guarantee services
The provisions for financial guarantee services are related to financial guarantee service business as per the requirement of local government. Provisions for financial guarantee services was reversed $195,915 for the six months ended June 30, 2022, as compared to recovery of provision for financial guarantee services of $15,586 for the same period of last fiscal year.
Interest and fee income
Interest and fee income primarily consisted of interest and fee income generated from loans due from third parties. Interest and fee income was $1,291,030, an increase of $20,991, or 1.65% for six months ended June 30, 2022 as compared to $1, 270,039 for the same period of 2021. The increase was mainly due to the increase in interest income from loans due from third parties, which was offset by the decrease in interest income on deposits with banks.
2
Operating expenses
Operating expenses decreased by $279,986 or 13.29%, to $1,826,134 for the six months ended June 30, 2022, as compared to $2,106,120 for the same period of last fiscal year. The decrease in operating expenses was primarily the result of our cost control strategies.
Net income (loss) and earnings (loss) per share
Net income was $563,372 for the six months ended June 30, 2022, as compared to net loss of $460,397 for the same period of last year.
After deducting for non-controlling interests, net income attributable to the Company’s shareholders was $322,005 for the six months ended June 30, 2022, as compared to net loss attributable to the Company’s shareholders of $527,427 for the same period of last year.
Earnings per share was $0.01 for the six months ended June 30, 2022, as compared to loss per share of $0.02 for the same period of last year.
Cash and cash equivalents
Cash and cash equivalents were $1,035,674 as of June 30, 2022, reflecting a decrease of $911,468 from $1,947,142 as of December 31, 2021, primarily because of the payment of bank loans during the six months ended June 30, 2021.
Recent developments
On August 15, 2022, the Company entered into a cooperation framework agreement with Guodiantou (Beijing) Integrated Energy Co., a subsidiary of State Power Investment Corporation Limited, for their future strategic cooperation on investing, constructing and operating new energy storage power stations initially in the Yangtze River Delta region.
On June 29, 2022, the Company entered into a Letter of Intent with Zhejiang Shangyu Cao’e River Economic Development Zone as the Company executes on its strategic plan to provide planning, support, and operations for new energy storage, new materials and semiconductor related projects.
On June 23, 2022, a new wholly-owned subsidiary of the Company, Zhongtan Future Industrial Operation (Hangzhou) Co., Ltd., was incorporated under the laws of the PRC, which provides services in industrial operation services focusing on new storage energy, new materials and semiconductor.
On June 8, 2022, the Company entered into an investment cooperation agreement for a new energy storage industrial park with Jiaxing Economic and Technological Development Zone.
On April 2, 2022, the Company’s subsidiary, Hangzhou Zeshi Investment Partnership (Limited Partnership), invested RMB 22 million (approximately $3.41 million) to a joint venture, Zhongxin Future (Hangzhou) Semiconductor Technology Industry Development Co., Ltd. and holds 22% of the equity in the joint venture. ZhongXin provides industrial operation solutions and will set up industrial parks by collaborating with local government in multiple areas for the manufacturing, marketing and distribution of the semiconductor products and new materials.
About Roan Holdings Group Co., Ltd.
Founded in 2009, Roan Holdings Group Co., Ltd. (OTC Pink: RAHGF and RONWF) is a comprehensive solution provider for industrial operation and capital market services. Adhering to the platform strategy of “cross collaboration, technology empowerment, sustainability and stability, and combination of operation and finance resources”, the Company’s services focus on the new energy, new materials, and semiconductor industries. At the same time, the Company focuses on the application of innovative technologies in the consumer industry with respect to financial consumption, cultural and tourism consumption, and great health ecosystem. Roan aims to provide comprehensive solutions and supporting services for diversified institutional and local government clients across the entire industry chain. Roan has offices in Hangzhou and Beijing and subsidiaries in Hangzhou, Ningbo, Shaoxing and Tianjin. For more information, please visit: www.roanholdingsgroup.com.
3
Safe Harbor Statement
This announcement contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among others, the consummation of the proposed transaction, and can be identified by terminology such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. Examples of such statements in this release include our plans to continue promoting and expanding our service offerings of industrial operations and step by step implement multiple new strategic initiatives this second half of the year; our intent to set up an industrial service platform that could cover the industrial supply chain both upstream and downstream of new energy industrial operations; and our expectation that our industrial operation service revenue will continue to increase as a percentage of our total revenue and to deliver good financial performance for the Company, further enjoying the growth in the new energy and new materials sectors and bringing better returns for our shareholders. Such statements are based upon management’s current expectations, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control and which could cause actual results to differ materially from statements made in this press release. Examples of these risks include whether we are able to grow our revenue from industrial operation services, in part from our multiple strategic initiatives, whether we will be timely in implementing such multiple strategic initiatives and whether such strategic initiatives will lead to new revenue, whether any growth would be profitable, whether there will be continued growth in the new energy and new materials sectors, whether the worldwide economic slow-down will impact these sectors materially, and whether we will be able to timely set up an industrial service platform covering both the downstream and upstream resources for industrial supply chain of new energy industrial operations. Further information regarding these and other risks, uncertainties or factors are included in the Company’s filings with the U.S. Securities and Exchange Commission which are available on our website at www.roanholdingsgroup.com/cwbg and on the SEC’s website at www.sec.gov. Additional information will also be set forth in other filings that we make with the SEC from time to time.. The Company does not undertake any obligation to update any forward-looking statements as a result of new information, future events or otherwise, except as required under law.
IR Contact:
At the Company:
Katrina Wu
Email: xiaoqing.wu@roanholdingsgroup.com
Phone: +86-571-8662 1775
Investor Relations Firm:
Sherry Zheng
Weitian Group LLC
Email: shunyu.zheng@weitian-ir.com
Phone: +1 (718)213-7386
4
ROAN HOLDINGS GROUP CO., LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollar, except for the number of shares)
| June 30, 2022 | December 31, 2021 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 1,035,674 | $ | 1,947,142 | ||||
| Restricted cash | 26,339,708 | 29,693,689 | ||||||
| Accounts receivable, net | 7,122,604 | 6,929,529 | ||||||
| Inventories | 3,027 | 33,598 | ||||||
| Loan receivables due from third parties | 26,375,018 | 23,751,471 | ||||||
| Due from related parties | 1,325 | 5,941 | ||||||
| Other current assets | 72,250 | 70,910 | ||||||
| Other receivables | 745,964 | 656,835 | ||||||
| Total current assets | 61,695,570 | 63,089,115 | ||||||
| Pledged deposits | 15,329 | 48,752 | ||||||
| Property and equipment, net | 64,146 | 77,073 | ||||||
| Intangible assets, net | 2,519,491 | 3,123,394 | ||||||
| Right of use assets | 103,801 | 37,313 | ||||||
| Goodwill | 267,331 | 267,331 | ||||||
| Total non-current assets | 2,970,098 | 3,553,863 | ||||||
| Total Assets | $ | 64,665,668 | $ | 66,642,978 | ||||
| LIABILITIES | ||||||||
| Customer pledged deposits | $ | - | $ | 7,846 | ||||
| Unearned income | 69,099 | 72,523 | ||||||
| Reserve for financial guarantee losses | 430,179 | 651,341 | ||||||
| Dividends payable | 480,000 | 480,000 | ||||||
| Tax payable | 3,012,439 | 2,614,257 | ||||||
| Due to related parties | 123,785 | 123,117 | ||||||
| Warrant liabilities | - | 16,998 | ||||||
| Operating lease liabilities, current portion | 58,269 | 65,498 | ||||||
| Accrued expenses and other liabilities | 1,488,507 | 1,155,903 | ||||||
| Bank loans | 5,671,758 | 5,961,460 | ||||||
| Total current liabilities | 11,334,036 | 11,148,943 | ||||||
| Operating lease liabilities, noncurrent portion | 61,172 | - | ||||||
| Deferred tax liabilities | 456,118 | 544,355 | ||||||
| Total non-current Liabilities | 517,290 | 544,355 | ||||||
| Total Liabilities | $ | 11,851,326 | $ | 11,693,298 | ||||
| Commitments and Contingencies | - | - | ||||||
| Shareholders’ Equity | ||||||||
| Ordinary Share, no par value, unlimited shares authorized; 25,287,851 and 25,287,851 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | - | - | ||||||
| Class A convertible preferred shares, no par value, unlimited shares authorized; 715,000 and 715,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | $ | 12,052,106 | $ | 11,711,727 | ||||
| Class B convertible preferred shares, no par value, unlimited shares authorized; 291,795,150 and 291,795,150 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 31,087,732 | 31,087,732 | ||||||
| Additional paid-in capital | 3,312,189 | 3,312,189 | ||||||
| Statutory reserve | 362,797 | 362,797 | ||||||
| Accumulated deficit | (14,824,176 | ) | (14,805,802 | ) | ||||
| Accumulated other comprehensive income | 1,437,234 | 3,128,086 | ||||||
| Total Roan Holdings Group Co., Ltd.’s Shareholders’ Equity | $ | 33,427,882 | $ | 34,796,729 | ||||
| Noncontrolling interests | 19,386,460 | 20,152,951 | ||||||
| Total Equity | 52,814,342 | 54,949,680 | ||||||
| Total Liabilities and Equity | $ | 64,665,668 | $ | 66,642,978 | ||||
5
ROAN HOLDINGS GROUP CO., LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Expressed in U.S. dollar, except for the number of shares)
| For the Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenue from services | $ | 1,111,651 | $ | 330,788 | ||||
| Revenue from healthcare service packages | 26,209 | - | ||||||
| Cost of Revenue | (18,616 | ) | - | |||||
| Net revenue of services | 1,119,244 | 330,788 | ||||||
| Commission and fees on financial guarantee services | 185,634 | 191,920 | ||||||
| (Provision) recovery of provision for financial guarantee services | 195,915 | (15,586 | ) | |||||
| Commission and fee income on guarantee services, net | 381,549 | 176,334 | ||||||
| Interest and fees income | ||||||||
| Interest income on loans due from third parties | 1,112,816 | 998,827 | ||||||
| Interest income on deposits with banks | 178,214 | 271,212 | ||||||
| Total interest and fees income | 1,291,030 | 1,270,039 | ||||||
| Operating income | 2,791,823 | 1,777,161 | ||||||
| Operating expenses | ||||||||
| Salaries and employee surcharges | 658,544 | 564,110 | ||||||
| Other operating expenses | 1,184,588 | 1,514,281 | ||||||
| Changes in fair value of warrant liabilities | (16,998 | ) | 27,729 | |||||
| Total operating expenses | 1,826,134 | 2,106,120 | ||||||
| Other income (expenses) | ||||||||
| Other income (expenses), net | (147,823 | ) | (155,633 | ) | ||||
| Interest income (expenses), net | 9,1887 | 11,127 | ||||||
| Total other expenses | (55,936 | ) | (144,506 | ) | ||||
| Income (loss) before income taxes | 909,753 | (473,465 | ) | |||||
| Income tax benefit (expenses) | (346,381 | ) | 13,068 | |||||
| Net (loss) income | 563,372 | (460,397 | ) | |||||
| Less: Net loss attributable to noncontrolling interests | 241,367 | 67,030 | ||||||
| Net income (loss) attributable to Roan Holding Group Co., Ltd.’s shareholders | $ | 322,005 | $ | (527,427 | ) | |||
| Comprehensive income (loss) | ||||||||
| Net income (loss) | 563,372 | (460,397 | ) | |||||
| Foreign currency translation | (2,698,710 | ) | 529,793 | |||||
| Less: Comprehensive loss attributable to noncontrolling interests | (766,491 | ) | 226,482 | |||||
| Total comprehensive loss attributable to Roan Holdings Group Co., Ltd.’s shareholders | $ | (1,368,847 | ) | $ | (157,086 | ) | ||
| Weighted average number of ordinary share outstanding | ||||||||
| Basic and Diluted* | 25,287,887 | 25,287,887 | ||||||
| Loss per share | ||||||||
| Net income (loss) per share – Basic and Diluted | $ | 0.01 | $ | (0.02 | ) | |||
| * | The Company used net loss as the control number to determine whether the warrants, Class A and Class B preferred shares are anti-dilutive. Because the Company suffered loss, the number of warrants, Class A preferred shares and Class B preferred shares are excluded from the computation as the anti-dilutive effect. |
6
ROAN HOLDINGS GROUP CO., LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollar, except for the number of shares)
| For the Six Months Ended June 30, | ||||||||
| 2022 | 2021 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net (loss) income | $ | 563,372 | $ | (460,397 | ) | |||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Depreciation and amortization expenses | 530,060 | 539,327 | ||||||
| Bad debt provision | 21,149 | 330,573 | ||||||
| Provision (recovery of provision) for financial guarantee losses | (195,915 | ) | 15,586 | |||||
| Deferred tax benefits | (63,872 | ) | (219,226 | ) | ||||
| Changes in fair value of warrant liabilities | (16,998 | ) | 27,730 | |||||
| Loss from lease modification | - | 20,386 | ||||||
| Accretion of finance leases | 1,654 | 4,900 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivables | (157,705 | ) | 1,112,931 | ) | ||||
| Inventories | 30,571 | (2,330 | ) | |||||
| Other current assets | (1,340 | ) | 3,419,669 | |||||
| Other receivables | (92,457 | ) | 2,997,179 | |||||
| Pledged deposits and other non-current assets | 33,423 | 82,099 | ||||||
| Advances from customers | (3,424 | ) | (19,159 | ) | ||||
| Tax payable | 398,182 | 304,981 | ||||||
| Accrued expenses and other liabilities | 332,604 | 67,147 | ||||||
| Customer Pledged assets | (7,846 | ) | - | |||||
| Operating lease assets and liabilities | (1,370 | ) | - | |||||
| Net Cash Provided by Operating Activities | 1,370,088 | 8,221,396 | ||||||
| Cash Flows from Investing Activities: | ||||||||
| Repayment of loans to third parties | (3,962,433 | ) | (3,433,781 | ) | ||||
| Payment (disbursement)of due from related party | 5,284 | (11,160 | ) | |||||
| Net Cash Used in Investing Activities | (3,957,149 | ) | (3,444,941 | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Repayment of bank loans | - | (2,942,152 | ) | |||||
| Disbursement of lease liabilities | (62,562 | ) | (13,320 | ) | ||||
| Net Cash Used in Financing Activities | (62,562 | ) | (2,955,472 | ) | ||||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash in banks | (1,615,826 | ) | 564,020 | |||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash in banks | (4,265,449 | ) | 2,385,003 | |||||
| Cash, cash equivalents, and restricted cash in banks at beginning of year | 31,640,831 | 30,807,604 | ||||||
| Cash, cash equivalents, and restricted cash in banks at end of year | $ | 27,375,382 | $ | 33,192,607 | ||||
| Supplemental Cash Flow Information | ||||||||
| Cash paid for interest expense | $ | 128,035 | $ | 146,215 | ||||
| Cash paid for income taxes | $ | - | $ | - | ||||
7
Document And Entity Information |
6 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Document Information Line Items | |
| Entity Registrant Name | Roan Holdings Group Co., Ltd. |
| Document Type | 6-K |
| Current Fiscal Year End Date | --12-31 |
| Amendment Flag | false |
| Entity Central Index Key | 0001611852 |
| Document Period End Date | Jun. 30, 2022 |
| Document Fiscal Year Focus | 2022 |
| Document Fiscal Period Focus | Q2 |
| Entity File Number | 001-36664 |
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2022 |
Dec. 31, 2021 |
|
| Ordinary shares, par value (in Dollars per share) | ||
| Ordinary shares, authorized | Unlimited | Unlimited |
| Ordinary shares, issued | 25,287,851 | 25,287,851 |
| Ordinary shares, outstanding | 25,287,851 | 25,287,851 |
| Class A Convertible Preferred Shares | ||
| Preferred shares, par value (in Dollars per share) | ||
| Preferred shares, authorized | Unlimited | Unlimited |
| Preferred shares, issued | 715,000 | 715,000 |
| Preferred shares, outstanding | 715,000 | 715,000 |
| Class B Convertible Preferred Shares | ||
| Preferred shares, par value (in Dollars per share) | ||
| Preferred shares, authorized | Unlimited | Unlimited |
| Preferred shares, issued | 291,795,150 | 291,795,150 |
| Preferred shares, outstanding | 291,795,150 | 291,795,150 |
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parentheticals) - $ / shares |
6 Months Ended | |
|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
|
| Income Statement [Abstract] | ||
| Basic and Diluted share outstanding | 25,287,887 | 25,287,887 |
| Net loss per share – Basic and Diluted | $ 0.01 | $ (0.02) |
Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) - USD ($) |
Class A
Preferred Shares
|
Class B
Preferred Shares
|
Ordinary Share |
Additional paid-in capital |
Statutory Reserve |
Retained earnings (Accumulated Deficit) |
Accumulated other comprehensive (loss) income |
Non- controlling interest |
Total |
|---|---|---|---|---|---|---|---|---|---|
| Balance at Dec. 31, 2020 | $ 11,025,327 | $ 31,087,732 | $ 3,312,189 | $ 202,592 | $ (14,330,288) | $ 2,310,369 | $ 19,278,508 | $ 52,886,429 | |
| Balance (in Shares) at Dec. 31, 2020 | 715,000 | 291,795,150 | 25,287,851 | ||||||
| Net income (loss) | (527,427) | 67,030 | (460,397) | ||||||
| Deconsolidation of subsidiaries | |||||||||
| Dividend to shareholders | 343,200 | (343,200) | |||||||
| Transfer to statutory reserve | |||||||||
| Foreign currency translation adjustments | 303,311 | 226,482 | 529,793 | ||||||
| Balance at Jun. 30, 2021 | $ 11,368,527 | $ 31,087,732 | 3,312,189 | 202,592 | (15,200,915) | 2,613,680 | 19,572,020 | 52,955,825 | |
| Balance (in Shares) at Jun. 30, 2021 | 715,000 | 291,795,150 | 25,287,851 | ||||||
| Balance at Dec. 31, 2021 | $ 11,711,727 | $ 31,087,732 | 3,312,189 | 362,797 | (14,805,802) | 3,128,086 | 20,152,951 | 54,949,680 | |
| Balance (in Shares) at Dec. 31, 2021 | 715,000 | 291,795,150 | 25,287,851 | ||||||
| Net income (loss) | 322,005 | 241,367 | 563,372 | ||||||
| Dividend to shareholders | 340,379 | (340,379) | |||||||
| Transfer to statutory reserve | |||||||||
| Foreign currency translation adjustments | (1,690,852) | (1,007,858) | (2,698,710) | ||||||
| Balance at Jun. 30, 2022 | $ 12,052,106 | $ 31,087,732 | $ 3,312,189 | $ 362,797 | $ (14,824,176) | $ 1,437,234 | $ 19,386,460 | $ 52,814,342 | |
| Balance (in Shares) at Jun. 30, 2022 | 715,000 | 291,795,150 | 25,287,851 |
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) |
6 Months Ended | |
|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
|
| Cash Flows from Operating Activities: | ||
| Net (loss) income | $ 563,372 | $ (460,397) |
| Adjustments to reconcile net income to net cash used in operating activities: | ||
| Depreciation and amortization expenses | 530,060 | 539,327 |
| Bad debt provision | 21,149 | 330,573 |
| Provision (recovery of provision) for financial guarantee losses | (195,915) | 15,586 |
| Deferred tax benefits | (63,872) | (219,226) |
| Changes in fair value of warrant liabilities | (16,998) | 27,730 |
| Loss from lease modification | 20,386 | |
| Accretion of finance leases | 1,654 | 4,900 |
| Changes in operating assets and liabilities: | ||
| Accounts receivables | (157,705) | 1,112,931 |
| Inventories | 30,571 | (2,330) |
| Other current assets | (1,340) | 3,419,669 |
| Other receivables | (92,457) | 2,997,179 |
| Pledged deposits and other non-current assets | 33,423 | 82,099 |
| Advances from customers | (3,424) | (19,159) |
| Tax payable | 398,182 | 304,981 |
| Accrued expenses and other liabilities | 332,604 | 67,147 |
| Customer Pledged assets | (7,846) | |
| Operating lease assets and liabilities | (1,370) | |
| Net Cash Provided by Operating Activities | 1,370,088 | 8,221,396 |
| Cash Flows from Investing Activities: | ||
| Repayment of loans to third parties | (3,962,433) | (3,433,781) |
| Payment (disbursement) of due from related party | 5,284 | (11,160) |
| Net Cash Used in Investing Activities | (3,957,149) | (3,444,941) |
| Cash Flows from Financing Activities: | ||
| Repayment of bank loans | (2,942,152) | |
| Disbursement of lease liabilities | (62,562) | (13,320) |
| Net Cash Used in Financing Activities | (62,562) | (2,955,472) |
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash in banks | (1,615,826) | 564,020 |
| Net increase (decrease) in cash, cash equivalents, and restricted cash in banks | (4,265,449) | 2,385,003 |
| Cash, cash equivalents, and restricted cash in banks at beginning of year | 31,640,831 | 30,807,604 |
| Cash, cash equivalents, and restricted cash in banks at end of year | 27,375,382 | 33,192,607 |
| Supplemental Cash Flow Information | ||
| Cash paid for interest expense | 128,035 | 146,215 |
| Cash paid for income taxes | ||
| Cash and cash equivalents | 1,035,674 | 2,258,679 |
| Restricted cash in banks | 26,339,708 | 30,933,928 |
| Total cash, cash equivalents and restricted cash | $ 27,375,382 | $ 33,192,607 |
Organization and Principal Activities |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ORGANIZATION AND PRINCIPAL ACTIVITIES | 1. ORGANIZATION AND PRINCIPAL ACTIVITIES
Roan Holdings Group Co., Ltd. (formerly known as China Lending Corporation or DT Asia Investments Limited) (“Roan”, or the “Company”) is a holding company incorporated on April 8, 2014, under the laws of the British Virgin Islands. On November 27, 2019, the BVI Registrar of Corporate Affairs approved the Company’s name change to Roan Holdings Group Co., Ltd., and on January 8, 2020, the Financial Industry Regulatory Authority (“FINRA”) accepted the Company’s request for the following changes on the Over the Counter Bulletin Board (“OTCBB”): 1) the name change from China Lending Corporation to Roan Holdings Group Co., Ltd., and 2) the ticker symbol change from “CLDOF” to “RAHGF” for its ordinary shares and from “CLDCF” to “RONWF” for its warrants. The new CUSIPS of the Company’s ordinary shares and warrants are G7606D 115 and G7606D 107, respectively.
On December 30, 2019, the Company set up Fortis Industrial Group Limited (former name “Fortis Health Industrial Group Limited”) in Hong Kong, which is a holding company of several direct and indirect subsidiaries and as such, does not currently have any business operations. Fortis Industrial Group Limited directly owns 100% of the equity in Zhongtan Future Industrial Operation (Hangzhou) Co., Ltd., which was incorporated on June 23, 2022. Zhongtan provides industrial operation services focusing on new energy storage, new materials and the semiconductor industry.
On February 28, 2020, a new wholly-owned subsidiary, Ningbo Zeshi Insurance Technology Co., Ltd. (“Zeshi Insurance”), was incorporated under the laws of the PRC. Its principal business is providing insurance technology services and related services.
On March 3, 2020, a new wholly-owned subsidiary, Zeshi (Hangzhou) Health Management Co., Ltd. (“Zeshi Health”), was incorporated under the laws of the PRC. Zeshi Health provides services in health management, health big data management and blockchain technology-based health information management.
On June 23, 2022, a new wholly-owned subsidiary, Zhongtan Future Industrial Operation (Hangzhou) Co., Ltd. (“Zhongtan Industrial Operation”), was incorporated under the laws of the PRC, which provides industrial operation services focusing on new energy storage, new materials and semiconductor industry.
Incorporation of joint ventures
On April 2, 2022, the Company’s subsidiary, Hangzhou Zeshi Investment Partnership (Limited Partnership) (杭州泽时投资合伙企业(有限合伙) ) (“Hangzhou Zeshi”), invested RMB 22 million (approximately $3.41 million) to a joint venture, Zhongxin Future (Hangzhou) Semiconductor Technology Industry Development Co., Ltd. (中芯未来（杭州）半导体科技产业发展有限公司) (“ZhongXin”) and holds 22% of the equity in the joint venture. ZhongXin provides industrial operation solutions and will set up industrial parks by collaborating with local government in multiple areas for the manufacturing, marketing and distribution of the semiconductor products and new materials.
On December 16, 2021, Hangzhou Zeshi invested RMB 2 million (approximately $0.31 million) in Zhongtan Future New Energy Industry Development (Zhejiang) Co., Ltd. （中碳未来新能源产业发展（浙江）有限公司） (“Zhongtan Future”), and held 2% its equity. On June 1, 2022, a shareholder of Zhongtan Future agreed to transfer 8% of its equity interest in Zhongtan Future to Hangzhou Zeshi. After the transfer, Hangzhou Zeshi owns 10% of the equity interest in Zhongtan Future.
On November 8, 2021,the Company set up a joint venture company, FINE C+ Interactive Technology (Hangzhou) Limited (乐享未来互动科技（杭州）有限公司) (“FINE C+ Interactive”) to provide cultural and tourism services, education development industry business and personal financial services. The Company and the Company’s business partner, Shuzhiyun Holdings (Beijing) Co., Ltd. (“Shuzhiyun”) hold 35% and 14% of the equity in the joint venture, respectively.
On October 14, 2021, the Company’s subsidiary, Yifu Health Industry (Ningbo) Co., Ltd. (“Yi Fu”) set up a joint venture company, FINE C+ Health (Hangzhou) Technology Limited (乐享未来健康科技（杭州）有限公司) (“FINE C+ Health”), to provide online medical consultation and traditional Chinese medicine. Yi Fu and the business partner of the Company, Shuzhiyun, hold 40% and 30% of the equity in the joint venture, respectively.
As of the date of this report, none of above investments in joint ventures had been paid.
Disposition of China Roan Industrial-Financial Holdings Group Co., Ltd. (“Roan HK”) in fiscal year 2021.
On September 30, 2021, the Company sold 100% of the equity interest it held in China Roan Industrial-Financial Holdings Group Co., Ltd. (“Roan HK”), a holding company that has no business operations, to Yuanjia Asset Management Co., Ltd., a BVI company (“Yuanjia”), for a total of approximately $282 (HK$2,200). The net assets of Roan HK were negative $492,495 as of September 30, 2021, resulting in a gain on deconsolidation of $492,777 and other comprehensive loss of $2,494. Roan HK’s subsidiary, Jing Kai was disposed at the same time.
As of June 30, 2022, the Company was mainly engaged in industrial financial services, which included financial guarantee services and financial consulting services, and industrial operation services. The industrial operation services focuses on the construction and operation services for industrial parks for new energy storage, new materials and the semiconductor industry.
The accompanying condensed consolidated financial statements reflect the activities of the Company and its subsidiaries as follows:
The Company’s condensed consolidated statements of operations and comprehensive losses also included China Roan Industrial-Financial Holdings Group Co., Ltd. (“Roan HK”) and Roan HK’s 100%-owned subsidiary Xinjiang Feng Hui Jing Kai Direct Lending Ltd. (“Jing Kai”) for the period from January 1, 2021 to September 30, 2021 until Roan HK and Jing Kai was disposed of and deconsolidated at September 30, 2021. |
Liquidity |
6 Months Ended |
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Jun. 30, 2022 | |
| Liquidity Abstract | |
| LIQUIDITY | 2. LIQUIDITY
For the six months ended June 30, 2022, the net income from continuing operations was $563,372, as compared to net loss of $460,397 for the same period of last fiscal year. The Company had an accumulated deficit of $14,824,176 as at June 30, 2022, which required management’s consideration of the Company’s liquidity and its ability to continue as a going concern.
In assessing the Company’s liquidity, the Company monitors and analyzes its cash and its ability to generate sufficient cash flow in the future to support its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements and operating expenses obligations.
As of June 30, 2022, the Company had cash balance of $1,035,674 and a positive working capital of $50,361,534. In addition to the cash balance, the working capital was mainly comprised of restricted cash of $26,339,708, accounts receivable of $7,122,604, loan receivable due from third parties of $26,375,018 and other receivables of $745,964. The balances of these assets are expected to be repaid on maturity dates and will also be used for working capital.
In addition, the management estimated the operating expenses obligation for the next twelve months after issuance of the condensed consolidated financial statements to be $3,491,054, which will be covered by the cash flows of $5,536,891 generated from financial guarantee services, financial services, interest income and industrial operation service. The Company’s principal shareholder also pledged to provide continuous financial support to the Company whenever necessary.
The Company plans to fund its operations through revenue generated from its revenues of financial guarantee services and financial consulting services, private placements from investors, and financial support commitments from the Company’s shareholders.
Based on above operating plan, the management believes that the Company will continue as a going concern in the following 12 months.
The Company’s ability to fund these needs will depend on its future performance, which will be subject in part to general economic, competitive and other factors beyond its control. The frequent COVID-19 outbreak in China has caused severe disruptions in transportation, limited access to the facilities and limited support from workforce employed in operations, and as a result, the Company may experience the delays in provision of financial guarantee services and consulting services to customers. Although China has taken strict measures to control the COVID-19 outbreak, temporally lockdown to certain areas in China happened frequently during the six months ended June 30, 2022 and fiscal year 2021. It is estimated that the economy of China will still be impacted to a certain extent. The extent to which the coronavirus impacts the results for fiscal year 2022 will depend on certain future developments, including the duration and spread of the outbreak, emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses to attempt to contain the coronavirus variants, all of which is uncertain at this point.
Changes in U.S. or foreign international, social, political, regulatory, and economic conditions or in laws and policies governing foreign trade, manufacturing, development, and investment in the territories or countries where the Company currently conducts its business have in the past and could in the future adversely affect its business. Although the Company does not currently operate in Russia or the Ukraine, the Company is unable to predict the ultimate impact their conflict will have on the Company due to the indirect effects the conflict has had and may continue to have on the global economy and in particular in China where the Company operates or on the global stock markets. |
Summary of Significant Accounting Policies |
6 Months Ended |
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Jun. 30, 2022 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited interim condensed consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying interim consolidated financial statements include our accounts and those of our wholly owned subsidiaries. Accordingly, all intercompany balances and transactions have been eliminated through the consolidation process.
In the opinion of management, these unaudited interim condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly, in all material respects, the Company’s consolidated financial position, results of operations, cash flows and changes in equity for the interim periods presented. These unaudited interim financial statements do not include certain information and footnote disclosures as required by the U.S. GAAP for complete annual financial statements. Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Form 20-F for the years ended December 31, 2021 and 2020.
Use of estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. The Company bases its estimates on past experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are used when accounting for items and matters including, but not limited to, determination of fair value of acquiree, determinations of the useful lives and valuation of long-lived assets, estimates of allowances for loan receivables relating to direct loan business, estimates of allowances for other doubtful accounts, valuation of deferred tax assets, assumptions impacting the valuation of ordinary shares, share option, restricted shares and warrant liabilities, and other provisions and contingencies.
Recently issued accounting pronouncements
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company. |
Restricted Cash |
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| Restricted Cash [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| RESTRICTED CASH | 4. RESTRICTED CASH
Restricted cash represents cash pledged with banks, other financial institutions, and other guaranteed creditors as guarantor deposits for the Company’s guarantee service customers. The banks, other financial institutions, or other guaranteed creditors providing loans to the Company’s guarantee service customers generally require the Company, as the guarantor of the loans, to pledge a cash deposit usually in the range of 10% to 20% of the guaranteed amount, and the other financial institutions requires a cash deposit of 50% of the guaranteed amount. The deposits are released after the guaranteed loans are paid off and the Company’s guarantee obligation expires which is usually within 12 months.
At the same time, the Company requires the guarantee service customers to make a deposit to the Company of the same amount as the deposit the Company pledged to the banks, other financial institutions, and other guaranteed creditors for their loans if the customer does not pledge or collateralize other assets with the Company. The Company records the deposit received as restricted cash on the consolidated balance sheet. The deposit is returned to the customer after the customer repays the loan and the Company’s guarantee obligation expires.
The Company’s restricted cash is comprised of:
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Accounts Receivable, Net |
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| Credit Loss, Additional Improvements [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACCOUNTS RECEIVABLE, NET | 5. ACCOUNTS RECEIVABLE, NET
The accounts receivable consisted of the following:
Movement of allowance for credit losses was as follows:
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Other Receivables |
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| Other Receivables [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| OTHER RECEIVABLES | 6. OTHER RECEIVABLES
Other receivables consisted of the following:
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Loans Due From Third Parties |
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| Loan Due From Third Parties Abstract | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| LOANS DUE FROM THIRD PARTIES | 7. LOANS DUE FROM THIRD PARTIES
As of June 30, 2022, the balance of loans due from third parties was comprised of interest bearing loans of $9,268,285, $6,300,294, $5,695,645, $149,296 and $5,054,135 due from five parties. These interest bearing loans have an interest rate of ranging from 4.35% to 14%. The loans of $13,652,095 are pledged either with real estate assets or customer’s trade receivables.
As of December 31, 2021, the balance of loans due from third parties was comprised of loans of $11,807,096, $6,622,101, $5,306,798 due from three parties, and a non-interest bearing loan of $0.54 million due from a third party. These three interest bearing loans have an interest rate of ranging from 7% to 14%. The loans of $6,622,101 and $5,306,798 are pledged either with real estate assets or customer’s trade receivables.
For the six months ended June 30, 2021 and 2022, a net provision of $12,014, and $53,191 were charged against the consolidated statements of operations and comprehensive income (loss), respectively.
Interest on loans receivable is accrued and credited to income as earned. The Company determines a loan’s past due status by the number of days that have elapsed since a borrower has failed to make a contractual loan payment. Accrual of interest is generally discontinued when either (i) reasonable doubt exists as to the full, timely collection of interest or principal or (ii) when a loan becomes past due by more than 90 days.
As of June 30, 2022, loan of $7,527,209 aged between 180 ~ 365 days, and loan of $7,654,409 aged over one year. The Company has provided allowance for the past due loans.
Movement of allowance for credit losses was as follows:
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Property and Equipment, Net |
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| Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| PROPERTY AND EQUIPMENT, NET | 8. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
Depreciation expenses were $12,927 and $8,926 for the six month ended June 30, 2022 and 2021, respectively. |
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Intangible Assets, Net |
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| INTANGIBLE ASSETS, NET | 9. INTANGIBLE ASSETS, NET
Intangible assets consisted of the following:
Amortization expenses totaled $467,400 and $468,045 for the six months ended June 30, 2022 and 2021, respectively.
The following table sets forth the Company’s amortization expenses for the six months ending June 30 of the following years:
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Accrued Expenses and Other Current Liabilities |
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| Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following:
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Income Tax and Tax Payables |
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| Income Tax and Tax Payables [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAX AND TAX PAYABLES | 12. INCOME TAX AND TAX PAYABLES
Cayman Islands
Under the current tax laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.
British Virgin Islands
Under the current tax laws of BVI, the Company’s subsidiary incorporated in the BVI is not subject to tax on income or capital gains.
Hong Kong
Roan HK and Lixin HK are incorporated in Hong Kong and are subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate for the first HKD$2 million of assessable profits is 8.25% and assessable profits above HKD$2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong, effective from the year of assessment 2018 and 2019. Before that, the applicable tax rate was 16.5% for corporations in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax laws, Roan HK and Lixin HK are exempted from income tax on its foreign-derived income and there are no withholding taxed in Hong Kong on remittance of dividends.
PRC
PRC subsidiaries are subject to PRC Enterprise Income Tax (“EIT”) on the taxable income in accordance with the relevant PRC income tax laws. The EIT rate for companies operating in the PRC is 25%.
Income tax expenses consisted of the following:
Below is a reconciliation of the statutory tax rate to the effective tax rate for the Company:
Deferred tax assets (liabilities), net consisted of the following:
As of June 30, 2022 and December 31, 2021, the Company had net operating loss carryforwards of $692,969 and $562,798, respectively. The net operating loss can be carried forward up to 2025 for PRC entities and can be carried forward for Hong Kong entities indefinitely. The Company reviews deferred tax assets for a valuation allowance based upon whether it is more likely than not that the deferred tax asset will be fully realized. Therefore, valuation allowance was recognized against the deferred tax assets based upon management’s assessment as to their realization.
The Company evaluates its valuation allowance requirements at the end of each reporting period by reviewing all available evidence, both positive and negative, and considering whether, based on the weight of that evidence, a valuation allowance is needed. When circumstances cause a change in management’s judgement about the realizability of deferred tax assets, the impact of the change on the valuation allowance is generally reflected in income from operations. The future realization of the tax benefit of an existing deductible temporary difference ultimately depends on the existence of sufficient taxable income of the appropriate character within the carryforward period available under applicable tax law.
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of June 30, 2022 and December 31, 2021, the Company did not have any significant unrecognized uncertain tax positions or any unrecognized liabilities, interest or penalties associated with unrecognized tax benefit. The Company does not believe that its uncertain tax benefits position will materially change over the next twelve months. |
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Earnings (Loss) Per Share |
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| EARNINGS (LOSS) PER SHARE | 13. EARNINGS (LOSS) PER SHARE
The following table sets forth the computation of basic and diluted loss per common share for the six months ended June 30, 2022 and 2021, respectively:
Basic income (loss) per share to the ordinary shareholders are computed by dividing the net income (loss) attributable to the ordinary shareholders by the weighted average number of common shares outstanding during the year. Diluted loss per share is the same as basic loss per share due to the lack of dilutive items in the Company for the six months ended June 30, 2022 and 2021. The number of warrants, Class A preferred shares and Class B preferred shares are excluded from the computation as the anti-dilutive effect. |
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Related Party Transactions and Balances |
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| Related Party Transactions and Balances [Abstract] | |||||
| RELATED PARTY TRANSACTIONS AND BALANCES | 14. RELATED PARTY TRANSACTIONS AND BALANCES
During the six months ended June 30, 2022, the Company received service fees of $655,227 from Zhongtan Future, and $291,212 from ZhongXin. The Company holds 10% shares of Zhongtan Future and holds 22% shares of ZhongXin. Mr. Zhiyong Tang returned $4,616 to the Company to reconcile his advanced payment.
The Company’s subsidiary, Zhejiang Jingyuxin entered into a two-year leasing agreement with Mr. Jialin Zhu, who is a director of Lixin Cayman, to rent an office space at 13 Floor, CCBC Buildings, 666 Shimin Avenue, Shangyu District, Shaoxing city and paid rental expenses of $32,845 for the rental of six months.
There was no related party transaction during the six months ended June 30, 2021.
As of June 30, 2022, the balance of due from related parties of $1,325 was for the advance to Mr. Zhiyong Tang.
As of June 30, 2022, the balance of due to related parties of $123,785 is due to the shareholder, Yuan Shen, who advanced funds from time to time to support the Company’s holding companies’ operations. The balance is interest free and due on demand. The Company’s accounts receivables include the balance due form Zhongtan Future and ZhongXin of $223,944 and $149,296, respectively.
As of December 31, 2021, the balance of due from related parties of $5,941 was for the advance to Mr. Zhiyong Tang.
As of December 31, 2021, the balance of due to related parties of $123,117 consisted of an advanced fund of $119,210 provided by Ms. Yuan Shen, and a payable of $3,907 to Furuikang. |
Redeemable Convertible Preferred Shares |
6 Months Ended |
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Jun. 30, 2022 | |
| Redeemable Convertible Preferred Shares [Abstract] | |
| REDEEMABLE CONVERTIBLE PREFERRED SHARES | 15. REDEEMABLE CONVERTIBLE PREFERRED SHARES
Class A Preferred Share
On July 6, 2016, the Company sold 715,000 Class A Preferred Shares at a price of $12.00 per Class A Share with an annual dividend of 8%. The Company received gross proceeds of $8.58 million from this private placement without issuance cost.
The Class A Shares are mandatorily redeemable at a price $12.00 per Class A Share (subject to equitable adjustments for stock splits, stock dividends, recapitalizations and other similar adjustments), plus accrued dividends on the fifth anniversary of the original issue date of the Class A Shares (“Mandatory Conversion Date”). Each Class A Share is convertible into one ordinary share (subject to equitable adjustments for stock splits, stock dividends, recapitalizations and other similar adjustments) at the shareholder’s option after the closing of an initial acquisition by the Company, whether through a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction, with an acquiree at fair value (“Business Combination”). The Class A preferred shares are automatically convertible on the date on which the average closing price of the Company’s ordinary shares for three consecutive trading days, is equal to or exceeds $16.00, provided that such date is after the closing of the Business Combination.
In the event of a Reorganization Event occurring following the closing of the Business Combination (which includes certain business combinations involving the Company or the Company having confirmed that at least 80% of the Class A Shares originally issued have elected to been converted at the election of their holders), each Class A Share outstanding immediately prior to such Reorganization Event shall be redeemed by the Company by making a redemption payment equal to the greater of the following (as reasonably determined by the Company’s Board of Directors): (i) an amount in cash equal to the liquidation preference, plus an amount equal to accumulated and unpaid dividends as of (but excluding) the date of the Reorganization Event, per Class A Share that is so redeemed, or (ii) the kind of securities, cash and other property that the holder of the Class A Shares would have been entitled to receive if such holder had converted its Class A Shares into ordinary shares immediately prior to such Reorganization Event.
The Company did not recognize the beneficial conversion feature for the Class A Preferred shares since each Class A Share is convertible into one ordinary share (subject to equitable adjustments for stock splits, stock dividends, recapitalizations and other similar adjustments) at the holder’s option. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. ASC 480-10-S99 notes that if a reporting entity issues preferred shares that are conditionally redeemable (e.g., at the holder’s option or upon the occurrence of an uncertain event not solely within the company’s control), the shares are not within the scope of ASC 480 because there is no unconditional obligation to redeem the shares by transferring assets at a specified or determinable date or upon an event certain to occur. If the uncertain event occurs, the condition is resolved, or the event becomes certain to occur, then the shares become mandatorily redeemable under FAS 150 and would require reclassification to a liability. The Class A Preferred Shares have been classified as mezzanine equity in the consolidated financial statement, presented below total liabilities but not included in the subtotal for total equity as of December 31, 2018. The Class A Preferred Share is not deemed to be an embedded derivative instrument to be bifurcated since it’s indexed to its own stock.
In December 2019, the Company’s board approved an amendment to the Memorandum and Articles of Association (“M&A”). Pursuant to the new M&A, each Class A Share is convertible into two ordinary shares (subject to equitable adjustments for stock splits, stock dividends, recapitalizations and other similar adjustments) at the shareholder’s option after the closing of the Business Combination. The Class A preferred shares are automatically convertible on the date on which the average closing price of the Company’s ordinary shares for three consecutive trading days, are equal to or exceeds $6.00, provided that such date is after the closing of the Business Combination.
The new M&A granted the Directors with the rights to convert any or all of the Class A Preferred Shares, in whole or in part, into ordinary shares prior to the Mandatory Conversion Day. In the event of a Reorganization Event occurring following the closing of the Business Combination, the directors also have the rights to convert any or all of the Class A Preferred Shares, in whole or in part, into ordinary shares prior to the Mandatory Conversion Day, or to repurchase or redeem any or all of the Class A Preferred Shares, in whole or in part (but in no event less than one Class A Preferred Share), for a cash amount equal to the value of the Class A Preferred Shares being repurchased or redeemed on an as-converted basis.
With the amendment to the M&A, the redemption of Class A Preferred Shares are no longer solely within the control of the holders of these preferred shares. As the Class A Preferred Shares does not embody an unconditional obligation that requires the Company to redeem the preferred shares by transferring cash or assets, and it does not contain a specific date upon which assets must be transferred. The preferred shares are not considered mandatorily redeemable and are scoped out of ASC 480, Liabilities. In addition, the redemption is not solely controlled by the holders of the preferred shares, it is not required to be classified out of permanent equity. The Class A Preferred Shares were classified as an equity as of June 30, 2022 and December 31, 2021.
The Company did not recognize the beneficial conversion feature for the Class A Preferred shares since each Class A Share is convertible into two ordinary shares (subject to equitable adjustments for stock splits, stock dividends, recapitalizations and other similar adjustments) at either party’s discretion. The Class A Preferred Share is not deemed to be an embedded derivative instrument to be bifurcated since it’s indexed to its own stock.
As of June 30, 2022 and December 31, 2021, a dividend of $340,379 and $686,400 was accrued for the Convertible Redeemable Class A Preferred Shares and the balance for the Class A Preferred Shares was $12,052,106 and $11,711,727, respectively.
Class B Preferred Share
On December 20, 2019, the Company issued 291,795,150 shares of Class B Preferred Shares in exchange for 65.0177% equity interest in Lixin Cayman and its subsidiaries.
The Class B Preferred Shares have the following characteristics with 1) No voting rights at a shareholder meeting or on any resolution of members; 2) No rights to receive any dividends declared on any shares of the Company; 3) Rights of liquidation preference, as follows: in the event of any liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary, each Class B Holders shall be entitled to receive, in priority to the holders of any other class of Shares in the Company, an amount equal to their pro rata share of the Class B Liquidation Preference Amount, which is calculated at an aggregation of RMB 276 million and liquidation premium of 8% per annum of RMB 276 million.
Unless such date is extended by resolution adopted by the Company’s board of directors, the Class B Shares are mandatorily converted into Ordinary Shares of the Company on September 20, 2022, the thirty-three month anniversary of the original issue date of the Class B Shares, at a rate of 1 Ordinary Share per Class B Preferred Share so converted.
In the event of a Reorganization Event occurring prior to such mandatory conversion date, whether through a merger, share reconstruction or amalgamation, asset or share acquisition, exchangeable share transaction, contractual control arrangement or other similar type of transaction, with an acquiree at fair value (“Business Combination”), the directors also have the rights to convert any or all of the Class B Preferred Shares, in whole or in part, into ordinary shares, or to repurchase or redeem any or all of the Class B Preferred Shares, in whole or in part (but in no event less than one Class B Preferred Share), for a cash amount equal to the value of the Class B Preferred Shares being repurchased or redeemed on an as-converted basis.
As the Class B Preferred Shares does not embody an unconditional obligation that requires the Company to redeem the preferred shares by transferring cash or assets, and it does not contain a specific date upon which assets must be transferred. The preferred shares are not considered mandatorily redeemable and are scoped out of ASC 480, Liabilities. In addition, the redemption provisions in the case of a Reorganization are solely at the discretion of the Company. Therefore, the Class B Preferred Shares were classified as an equity as of June 30, 2022 and December 31, 2021.
The Company did not recognize the beneficial conversion feature for the Class B Preferred shares since each Class B Share is convertible into one ordinary share (subject to equitable adjustments for stock splits, stock dividends, recapitalizations and other similar adjustments) at either party’s discretion. The Class B Preferred Share is not deemed to be an embedded derivative instrument to be bifurcated since it’s indexed to its own stock.
On December 22, 2021, the Board of Directors of the Company unanimously passed a resolution to amend the Memorandum and Articles of Association to amend the definition of “Class B Conversion Date” of Class B preferred shares, on which the Class B preferred shares of the Company shall automatically convert into ordinary shares of the Company. Under the Amended M&A, the “Class B Conversion Date” has been extended from two years after the date on which the Class B Preferred Shares were issued to thirty months after such issuance date. On June 20, 2022, the Board of Directors of the Company unanimously passed a resolution to amend the Memorandum and Articles of Association to amend the definition of “Class B Conversion Date” of Class B preferred shares, on which the Class B preferred shares of the Company shall automatically convert into ordinary shares of the Company. Under the Amended M&A, the “Class B Conversion Date” has been extended from thirty months after the date on which the Class B Preferred Shares were issued to thirty-three months after such issuance date. As of the date of this report, there was no share redeemed or converted.
As of June 30, 2022 and December 31, 2021, the balance for Class B Preferred Shares was $31,087,732 and $31,087,732, respectively. |
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| Stockholders' Equity Note [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| EQUITY | 16. EQUITY
Ordinary share
The Company is authorized to issue unlimited ordinary shares. Holders of the Company’s ordinary shares are entitled to one vote for each share.
On July 6, 2018, the Company and certain institutional investors entered into a securities purchase agreement (“Private Placement”), pursuant to which the Company agreed to sell to such investors an aggregate of 769,232 ordinary shares together with Series A warrants to purchase a total of 576,924 ordinary shares (the “Series A Warrants”), for gross proceeds of approximately $2.0 million. Each investor received a Series A Warrant to purchase a number of shares equal to 75% of the number of ordinary shares the investor purchases in the offering with a warrant term of four (4) years. The purchase price for each ordinary share and the related Series A Warrants is $2.60. The Series A Warrants have an exercise price of $2.60. In connection with the offering, the investors also received Series B warrants with an initial face amount of 200,000 ordinary shares, which are subject to adjustment not in excess of an aggregate of 462,843 ordinary shares (the “Series B Warrants”) for nominal consideration. If on the 30th day after the closing date of the transaction (the “Adjustment Date”), the closing bid price of the Company’s ordinary shares is less than $2.60, the investors shall have the right to exercise the Series B Warrants and the number of ordinary shares to be issued to the investors upon exercise of the Series B Warrants shall be adjusted (upward or downward, as necessary) based on the closing bid price of the Company’s ordinary shares on such date. The closing of the offering took place on July 10, 2018. On August 9, 2018, the closing bid price of the Company’s ordinary shares was $1.29, and thus the Series B Warrant was exercised for 390,579 ordinary shares.
As of June 30, 2022 and December 31, 2021, there were 25,287,851 ordinary shares issued and outstanding.
Ordinary Shares Held in Escrow
Upon completion of the business combination between the Company and Adrie, an aggregate of 20 million ordinary shares were issued and 8 million of the issued ordinary shares were deposited in escrow (the “Escrow Shares”). One-third of the Escrow Shares (along with the related accrued dividends and distributions) was released in 2017, and two-thirds of 8 million escrowed restricted shares were not released.
Preferred Shares
The Company is authorized to issue unlimited preferred shares, in one or more series, with such designations, voting and other rights and preferences as may be determined from time to time by the board of directors. As of June 30, 2022 and December 31, 2021 there were 715,000 Class A preferred shares issued and outstanding. As of June 30, 2022 and December 31, 2021, there were 291,795,150 Class B preferred shares issued and outstanding.
Warrants
A summary of warrants activity for the six months ended June 30, 2022 and 2021 is as follows:
Series A Warrants
In connection with the private placement closed on July 10, 2018, the Company issued Series A warrants to investors to purchase a total of 576,924 ordinary shares with a warrant term of four (4) years. The Series A Warrants have an exercise price of $2.60 per share. On January 9, 2019, the Board of the Company approved a downward adjustment of the exercise price from $2.60 to $1.18.
The Series A Warrants have customary anti-dilution protections including a “full ratchet” anti-dilution adjustment provision which are triggered in the event the Company sells or grants any additional shares of common stock, options, warrants or other securities that are convertible into common stock at a price lower than $2.60 per share. The anti-dilution adjustment provision is not triggered by certain “exempt issuances” which among other issuances, includes the issuance of shares of common stock, options or other securities to officers, employees, directors, consultants or service providers.
Based on an evaluation as discussed in FASB ASC 815-15, “Embedded Derivatives” and FASB ASC 815-40-15, “Contracts in Entity’s Own Equity – Scope and Scope Exceptions,” the Company determined that the Series A Warrants were not considered indexed to its own stock because neither the occurrence of a sale of equity securities by the issuer at market nor the issuance of another equity contract with a lower strike price is an input to the fair value of a fixed-for-fixed option or forward on equity shares. As such, the Series A Warrants were classified as a liability. Liability classification requires the warrant to be re-measured to their fair value for each reporting period.
As of July 10, 2018, December 31, 2021 and June 30, 2022, the Company estimated fair value of the Series A Warrants at $1,202,310, $12,500 and $, respectively, using the Black-Scholes valuation model, which took into consideration the underlying price of ordinary shares, a risk-free interest rate, expected term and expected volatility. As a result, the valuation of the warrant was categorized as Level 3 in accordance with ASC 820, “Fair Value Measurement”.
On the July 10, 2018, December 31, 2021 and June 30, 2022, the Company estimated the fair value of Series A Warrants using the following assumptions:
Series B Warrants
In connection with the private placement closed on July 10, 2018, the investors also received Series B warrants with an initial face amount of 200,000 ordinary shares, which are subject to adjustment not in excess of an aggregate of 462,843 ordinary shares (the “Series B Warrants”) for nominal consideration. If on the 30th day after the closing date of the transaction (the “Adjustment Date”), the closing bid price of the Company’s ordinary shares is less than $2.60, the investors shall have the right to exercise the Series B Warrants and the number of ordinary shares to be issued to the investors upon exercise of the Series B Warrants shall be adjusted (upward or downward, as necessary) based on the closing bid price of the Company’s ordinary shares on such date.
Based on an evaluation as discussed in FASB ASC 815-40-15, “Contracts in Entity’s Own Equity – Scope and Scope Exceptions,” the Company determined that the Series B Warrants were not considered indexed to its own stock because the settlement amount does not equal the difference between the fair value of a fixed number of the Company’s shares and a fixed strike price. Liability classification requires the warrant to be re-measured to their fair value for each reporting period.
Placement Agent Warrants
On April 6, 2018, the Company entered into a letter agreement with FT Global Capital, Inc., as exclusive placement agent (the “Placement Agent”), pursuant to which the Placement Agent agreed to act as our placement agent on a best efforts basis in connection with the above offering. In addition to the cash payments, the Company also agreed to issue to the Placement Agent a warrant to purchase a number of ordinary shares equal to 6.0% of the aggregate number of ordinary shares sold in this offering. This warrant will have the same term as Series A Warrants, including exercise price, vesting period, anti-dilution terms and etc. As such, the same as the classification of the Series A Warrants, the Placement Agent Warrants were classified as a liability, which requires the warrant to be re-measured to their fair value for each reporting period.
As of July 10, 2018, December 31, 2021 and June 30, 2022, the Company estimated fair value of the Placement Agent Warrants at $96,185, $1,259 and $, respectively, using the Black-Scholes valuation model. The assumptions used to estimate the fair value of the warrants were the same as those used for Series A Warrants.
Allocation of Issuance Costs
In connection with the Private Placement closed on July 10, 2018, the Company incurred direct and incremental issuance costs of $310,000. These costs were allocated to common stock, Series A Warrants and Series B Warrants in proportion to the allocation of proceeds. The issuance costs allocated to common stock were accounted for as a reduction of proceeds of the common stocks, while the issuance costs allocated to warrants were accounted for as non-operating expenses.
Statutory reserve
The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations and after it has met the PRC requirements for appropriation to statutory reserves. Paid in capital of the PRC subsidiaries included in the Company’s consolidated net assets are also non-distributable for dividend purposes. The results of operations reflected in the accompanying consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of PRC subsidiaries. The Company is required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, the Company may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion fund and staff bonus and welfare fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends.
As of June 30, 2022 and December 31, 2021, the Company had a statutory reserve of $362,797 and $362,797, respectively. |
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Segment Reporting |
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| Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| SEGMENT REPORTING | 17. SEGMENT REPORTING
In accordance with ASC 280, Segment Reporting, operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), or decision making group, in deciding how to allocate resources and in assessing performance. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different services. For the six months ended June 30, 2021 and 2020, the Company has two operating business lines, including business conducted by Adrie and its subsidiaries, primarily management and assessment services, factoring business and industrial operation service, and business conducted by Lixin Cayman and its subsidiaries, primarily financial guarantee and consulting services. Based on management’s assessment, the Company has determined that the two operating business lines are two operating segments as defined by ASC 280.
The following table presents summary information by segment for the six months ended June 30, 2022 and 2021, respectively:
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Commitments and Contingencies |
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| Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| COMMITMENTS AND CONTINGENCIES | 18. COMMITMENTS AND CONTINGENCIES
Contingencies
From time to time, the Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity.
Lease commitments
As of June 30, 2022, the Company leases offices space under a number of non-cancellable operating lease arrangements, one of which had a term of over 12 months. The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of right of use assets and lease liabilities. Lease expense for operating lease is recognized on a straight-line basis over the lease term.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
In calculating the initial values of right of use assets and liabilities at inception date, the Company uses the rate implicit in the lease, when available or readily determinable, to discount lease payments to present value. When the leases do not provide a readily determinable implicit rate, the Company discount lease payments based on an estimate of its incremental borrowing rate.
The table below presents the operating lease related assets and liabilities recorded on the balance sheets.
As of June 30, 2022, the weighted average remaining lease term was 1.75 years, and discount rates were 4.75% for the operating lease.
As of December 31, 2021, the weighted average remaining lease term was 0.33 years, and discount rates were 4.75% for the operating lease.
Rental expense for the six months ended June 30, 2022 and 2021 was $59,287 and $84,344, respectively. Depreciation expenses were $49,733 and $62,356 million for the six month ended June 30, 2022 and 2021, respectively.
The following is a schedule, by years, of maturities of lease liabilities as of June 30, 2022:
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Subsequent Events |
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| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | 19. SUBSEQUENT EVENTS
The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring recognition or disclosure in the financial statements other than the above mentioned events.
On July 7, 2022, the Board of directors passed a resolution to terminate the cooperation agreement with Shenzhen Geile Information Technology Co., Ltd. (formerly called “Shenzhen Harvest Business Ltd., Co.”) and dissolve FINE C+ Digital. On the same day, the Board of directors passed a resolution to terminate the cooperation agreement with Beijing Auvgo International Travel Technology Co. Ltd. and dissolve Yijia Travel. The Company had not made any investment in these two joint ventures and these joint ventures had no operations.
On July 19, 2022, Zhongtan Industrial Operation invested RMB 30 million (approximately $4,630,273) in Hangzhou Zhongtan New Energy Enterprise Management Partnership (Limited Partnership) and held 60% its equity. The investment has not been paid as of the date of this report. |
Accounting Policies, by Policy (Policies) |
6 Months Ended |
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| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation
The unaudited interim condensed consolidated financial statements of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying interim consolidated financial statements include our accounts and those of our wholly owned subsidiaries. Accordingly, all intercompany balances and transactions have been eliminated through the consolidation process.
In the opinion of management, these unaudited interim condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly, in all material respects, the Company’s consolidated financial position, results of operations, cash flows and changes in equity for the interim periods presented. These unaudited interim financial statements do not include certain information and footnote disclosures as required by the U.S. GAAP for complete annual financial statements. Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Form 20-F for the years ended December 31, 2021 and 2020.
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| Use of estimates | Use of estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities on the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. The Company bases its estimates on past experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Estimates are used when accounting for items and matters including, but not limited to, determination of fair value of acquiree, determinations of the useful lives and valuation of long-lived assets, estimates of allowances for loan receivables relating to direct loan business, estimates of allowances for other doubtful accounts, valuation of deferred tax assets, assumptions impacting the valuation of ordinary shares, share option, restricted shares and warrant liabilities, and other provisions and contingencies.
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| Recently issued accounting pronouncements | Recently issued accounting pronouncements
The Company has reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and does not believe any of these pronouncements will have a material impact on the Company. |
Organization and Principal Activities (Tables) |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of activities of the company and its subsidiaries |
|
Restricted Cash (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
| Restricted Cash [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of company’s restricted cash |
|
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Accounts Receivable, Net (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Credit Loss, Additional Improvements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of accounts receivable |
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| Schedule of movement of allowance for doubtful accounts |
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Other Receivables (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
| Other Receivables [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of other receivables |
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Loans Due From Third Parties (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||
| Loan Due From Third Parties Abstract | ||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of loans due from third parties |
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| Schedule of allowance for credit losses |
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Property and Equipment, Net (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of property and equipment, net |
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Intangible Assets, Net (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible Assets, Net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of intangible assets |
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| Schedule of amortization expenses |
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Accrued Expenses and Other Current Liabilities (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Payables and Accruals [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule accrued expenses and other current liabilities |
|
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Income Tax and Tax Payables (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax and Tax Payables [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of income tax expense |
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| Schedule of reconciliation of the statutory tax rate to the effective tax rate |
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| Schedule of deferred tax assets (liabilities), net |
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Earnings (Loss) Per Share (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings (Loss) Per Share [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of computation of basic and diluted loss per common share |
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Equity (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stockholders' Equity Note [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of warrants activity |
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| Schedule of fair value of series A warrants |
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Segment Reporting (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of segment reporting |
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Commitments and Contingencies (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of operating lease related assets and liabilities |
|
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| Schedule of maturities of lease liabilities |
|
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Organization and Principal Activities (Details) $ in Thousands, ¥ in Millions |
1 Months Ended | 9 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 06, 2018 |
Sep. 30, 2021 |
Sep. 30, 2021 |
Jun. 01, 2022 |
Apr. 02, 2022
USD ($)
|
Apr. 02, 2022
CNY (¥)
|
Dec. 16, 2021
USD ($)
|
Dec. 16, 2021
CNY (¥)
|
Nov. 08, 2021 |
Oct. 14, 2021 |
Dec. 30, 2019 |
|
| Organization and Principal Activities (Details) [Line Items] | |||||||||||
| Total approximately amount | $ 3,410 | ¥ 22 | $ 310 | ¥ 2 | |||||||
| Description of company holdings | On September 30, 2021, the Company sold 100% of the equity interest it held in China Roan Industrial-Financial Holdings Group Co., Ltd. (“Roan HK”), a holding company that has no business operations, to Yuanjia Asset Management Co., Ltd., a BVI company (“Yuanjia”), for a total of approximately $282 (HK$2,200). The net assets of Roan HK were negative $492,495 as of September 30, 2021, resulting in a gain on deconsolidation of $492,777 and other comprehensive loss of $2,494. Roan HK’s subsidiary, Jing Kai was disposed at the same time. | ||||||||||
| Subsidiary owned | 6.00% | 100.00% | |||||||||
| Zhongtan Future Industrial Operation (Hangzhou) Co., Ltd., [Member] | |||||||||||
| Organization and Principal Activities (Details) [Line Items] | |||||||||||
| Ownership percentage | 100.00% | ||||||||||
| Zhongxin [Member] | |||||||||||
| Organization and Principal Activities (Details) [Line Items] | |||||||||||
| Ownership percentage | 22.00% | 22.00% | |||||||||
| Zhongtan Future [Member] | |||||||||||
| Organization and Principal Activities (Details) [Line Items] | |||||||||||
| Ownership percentage | 8.00% | 2.00% | 2.00% | ||||||||
| Hangzhou Zeshi [Member] | |||||||||||
| Organization and Principal Activities (Details) [Line Items] | |||||||||||
| Ownership percentage | 10.00% | ||||||||||
| FINE C+ Interactive Technology (Hangzhou) Limited [Member] | |||||||||||
| Organization and Principal Activities (Details) [Line Items] | |||||||||||
| Ownership percentage | 35.00% | 30.00% | |||||||||
| Shuzhiyun Holdings (Beijing) Co., Ltd [Member] | |||||||||||
| Organization and Principal Activities (Details) [Line Items] | |||||||||||
| Ownership percentage | 14.00% | ||||||||||
| Yifu Health Industry [Member] | |||||||||||
| Organization and Principal Activities (Details) [Line Items] | |||||||||||
| Ownership percentage | 40.00% | ||||||||||
Organization and Principal Activities (Details) - Schedule of activities of the company and its subsidiaries |
6 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Adrie Global Holdings Limited [Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | Adrie Global Holdings Limited (“Adrie”) |
| Background | ● A BVI company ● Incorporated on November 19, 2014 ● A holding company |
| Ownership | 100% owned by Roan |
| China Roan Industrial-Financial Holdings Group Co., Limited [Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | China Roan Industrial-Financial Holdings Group Co., Limited (“Roan HK”) |
| Background | ● A Hong Kong company ● Incorporated on February 11, 2015 ● A holding company ● Formerly known as China Feng Hui Financial Holding Group Co., Limited ● Disposed in September 30, 2021. |
| Ownership | 100% owned by Adrie |
| Fortis Industrial Group Limited [Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | Fortis Industrial Group Limited (“FIG”) |
| Background | ● A Hong Kong company ● Incorporated on December 30, 2019 ● A holding company ● Formerly known as “Fortis Health Industrial Group Limited” |
| Ownership | 100% owned by Adrie |
| Xinjiang Feng Hui Jing Kai Direct Lending Limited [Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | Xinjiang Feng Hui Jing Kai Direct Lending Limited (“Jing Kai”) |
| Background | ● A PRC company and deemed a wholly foreign owned enterprise ● Incorporated on May 14, 2015 ● Registered capital of $18 million ● A holding company ● Disposed in September 30, 2021 with Roan HK. |
| Ownership | 100% owned by Roan HK |
| Yifu Health Industry (Ningbo) Co., Ltd. [Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | Yifu Health Industry (Ningbo) Co., Ltd. (“Yi Fu”) |
| Background | ● A PRC company ● Incorporated on December 19, 2016 ● Registered capital of $30 million ● Planning for financial lease services ● Formerly known as Ningbo Ding Tai Financial Leasing Co., Limited. |
| Ownership | 100% owned by FIG |
| Zeshi (Hangzhou) Health Management Co., Ltd [Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | Zeshi (Hangzhou) Health Management Co., Ltd. (“Zeshi Health”) |
| Background | ● A PRC company ● Incorporated on March 3, 2020 ● Registered capital of RMB 5 million ● Engaged in providing services in health management, health big data management and blockchain technology-based health information management. |
| Ownership | 100% indirectly owned by FIG |
| Ningbo Zeshi Insurance Technology Co. [Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | Ningbo Zeshi Insurance Technology Co. (“Zeshi Insurance”) |
| Background | ● A PRC company ● Incorporated on February 28, 2020 ● Registered capital of RMB 5 million ● Engaged in insurance technology services and related services. |
| Ownership | 100% indirectly owned by FIG |
| Hangzhou Zeshi Investment Partnership (Limited Partnership) [Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | Hangzhou Zeshi Investment Partnership (Limited Partnership) (“Hangzhou Zeshi”) |
| Background | ● A PRC limited liability partnership ● Incorporated on December 21, 2017 ● Acquired on November 29, 2019 ● Registered capital of $7,750,878 (RMB 51 million) ● Engaged in business factoring program, financing products design, related corporate financing solutions, investments and asset management |
| Ownership | 100% indirectly owned by FIG |
| Zhongtan Future Industrial Operation (Hangzhou) Co., Ltd.[Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | Zhongtan Future Industrial Operation (Hangzhou) Co., Ltd. (“Zhongtan Industrial Operation”) |
| Background | ● A PRC company ● Incorporated on June 23, 2022 ● Registered capital of $1 million ● Planning for industrial operation services |
| Ownership | 100% directly owned by FIG |
| Yijia Travel (Hangzhou) Digital Technology Co. Ltd. [Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | Yijia Travel (Hangzhou) Digital Technology Co. Ltd. (“Yijia”) |
| Background | ● A PRC company ● Incorporated on August 2, 2021 ● Registered capital of RMB 5 million ● Established to engage in business travel services ● In July, 2022, the Company announced Yiija was dissolving prior to material operations commencing |
| Ownership | 35% directly owned by FIG |
| FINE C+ Digital Technology (Hangzhou) Limited [Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | FINE C+ Digital Technology (Hangzhou) Limited (“FINE C+ Digital”) |
| Background | ● A PRC company ● Incorporated on November 8, 2021 ● Registered capital of RMB 5 million ● Established to engaged in lifestyle consumer services including cross-platform clearing and settlement services for consumer reward rights and interests ● In July, 2022, the Company announced Fine C+ Digital was dissolving prior to material operations commencing |
| Ownership | 45% indirectly owned by FIG |
| Lixin Financial Holdings Group Limited [Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | Lixin Financial Holdings Group Limited (“Lixin Cayman”) |
| Background | ● A Cayman company ● Incorporated on October 25, 2017 ● A holding company |
| Ownership | 65.0177% owned by Roan |
| Lixin Financial Holdings (BVI) Limited [Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | Lixin Financial Holdings (BVI) Limited (“Lixin BVI”) |
| Background | ● A BVI company ● Incorporated on November 29, 2017 ● A holding company |
| Ownership | 100% owned by Lixin Cayman |
| Lixin Financial Holdings Group Limited One [Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | Lixin Financial Holdings Group Limited (“Lixin HK”) |
| Background | ● A Hong Kong company ● Incorporated on January 15, 2018 ● A holding company |
| Ownership | 100% owned by Lixin BVI |
| Zhejiang Lixin Enterprise Management Group Go., Ltd. [Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | Zhejiang Lixin Enterprise Management Group Co., Ltd. (“Zhejiang Lixin”) |
| Background | ● A PRC limited liability company ● Incorporated on July 3, 2015 ● Registered capital of $16,162,259 (RMB 101 million) with registered capital fully paid-up ● Engaged in financial guarantee services and related assessment and management services |
| Ownership | 99% owned by Lixin HK and 1% owned by FIG |
| Zhejiang Jing Yu Xin Financing Guarantee Co., Ltd [Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | Zhejiang Jing Yu Xin Financing Guarantee Co., Ltd (“Zhejiang Jingyuxin”) |
| Background | ● A PRC limited liability company ● Incorporated on January 5, 2013 ● Registered capital of $48,517,261 (RMB 303 million) with registered capital fully paid-up ● Engaged in financial guarantee services and related assessment and management services |
| Ownership | 93.4% owned by Zhejiang Lixin |
| Lixin (Hangzhou) Asset Management Co., Ltd.[Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | Lixin (Hangzhou) Asset Management Co., Ltd. (“LAM”) |
| Background | ● A PRC limited liability company ● Incorporated on March 21, 2017 ● Registered capital of $4,358,565 (RMB 30 million) with $2,905,710 registered capital paid-up ● Engaged in provision of consulting and assessment services to customers and facilitates financial guarantee services between customers and guarantors |
| Ownership | 100% owned by Zhejiang Jingyuxin |
| Lixin Supply Chain Management (Tianjin) Co., Ltd.[Member] | |
| Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
| Name | Lixin Supply Chain Management (Tianjin) Co., Ltd. (“Lixin Supply Chain”) |
| Background | ● A PRC limited liability company ● Incorporated on December 19, 2017 ● Registered capital of $1,513,226 (RMB 10 million) ● Planning for provision of supply chain management service |
| Ownership | 100% owned by LAM |
Liquidity (Details) - USD ($) |
6 Months Ended | 12 Months Ended | |
|---|---|---|---|
Jun. 30, 2022 |
Dec. 31, 2021 |
Jun. 30, 2021 |
|
| Liquidity Abstract | |||
| Net income from continuing operations | $ 563,372 | $ 460,397 | |
| Accumulated deficit | 14,824,176 | ||
| Cash balance | 1,035,674 | 1,947,142 | $ 2,258,679 |
| Working capital | 50,361,534 | ||
| Restricted cash | 26,339,708 | 29,693,689 | $ 30,933,928 |
| Accounts receivable | 7,122,604 | 6,929,529 | |
| Loan receivables due from third parties | 26,375,018 | 23,751,471 | |
| Other receivables | 745,964 | $ 656,835 | |
| Operating expenses | 3,491,054 | ||
| Operating expenses cash flows | $ 5,536,891 |
Restricted Cash (Details) |
6 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Restricted Cash (Details) [Line Items] | |
| Percentage of cash deposit | 50.00% |
| Expiration period | 12 months |
| Minimum [Member] | |
| Restricted Cash (Details) [Line Items] | |
| Percentage of cash deposit | 10.00% |
| Maximum [Member] | |
| Restricted Cash (Details) [Line Items] | |
| Percentage of cash deposit | 20.00% |
Restricted Cash (Details) - Schedule of company’s restricted cash - USD ($) |
Jun. 30, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Schedule Of Company SRestricted Cash Abstract | ||
| Restricted cash in banks and other financial institutions | $ 17,680,536 | $ 20,592,223 |
| Restricted cash in other guaranteed creditors | 8,659,172 | 9,101,466 |
| Total | $ 26,339,708 | $ 29,693,689 |
Accounts Receivable, Net (Details) - Schedule of accounts receivable - USD ($) |
Jun. 30, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Schedule Of Accounts Receivable Abstract | ||
| Accounts receivable | $ 7,827,068 | $ 7,704,859 |
| Less: allowance for credit losses | 704,464 | 775,330 |
| Accounts receivable, net | $ 7,122,604 | $ 6,929,529 |
Accounts Receivable, Net (Details) - Schedule of movement of allowance for doubtful accounts - USD ($) |
Jun. 30, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Schedule Of Movement Of Allowance For Doubtful Accounts Abstract | ||
| Balance, opening | $ 775,330 | $ 740,370 |
| Provisions (Recovery) | (35,370) | 17,318 |
| Foreign exchange (gain) loss | (35,496) | 17,642 |
| Balance, ending | $ 704,464 | $ 775,330 |
Other Receivables (Details) - Schedule of other receivables - USD ($) |
Jun. 30, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Schedule Of Other Receivables Abstract | ||
| Other receivables | $ 770,356 | $ 678,983 |
| Less: allowance for credit losses | 24,392 | 22,148 |
| Total other receivables | $ 745,964 | $ 656,835 |
Loans Due From Third Parties (Details) - USD ($) |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
Dec. 31, 2021 |
|
| Loans Due From Third Parties (Details) [Line Items] | |||
| Loans due from third parties | $ 1,325 | ||
| Trade receivables | 13,652,095,000,000 | ||
| Non-interest bearing | $ 540,000 | ||
| Net provision | $ 12,014,000 | $ 53,191,000 | |
| Description of loan balance | As of June 30, 2022, loan of $7,527,209 aged between 180 ~ 365 days, and loan of $7,654,409 aged over one year. | ||
| Minimum [Member] | |||
| Loans Due From Third Parties (Details) [Line Items] | |||
| Interest rate, percentage | 4.35% | 7.00% | |
| Trade receivables | $ 5,306,798,000,000 | ||
| Maximum [Member] | |||
| Loans Due From Third Parties (Details) [Line Items] | |||
| Interest rate, percentage | 14.00% | 14.00% | |
| Trade receivables | $ 6,622,101,000,000 | ||
| One Third Parties [Member] | |||
| Loans Due From Third Parties (Details) [Line Items] | |||
| Loans due from third parties | $ 9,268,285,000,000 | 11,807,096,000,000 | |
| Two Third Parties [Member] | |||
| Loans Due From Third Parties (Details) [Line Items] | |||
| Loans due from third parties | 6,300,294 | 6,622,101,000,000 | |
| Three Third Parties [Member] | |||
| Loans Due From Third Parties (Details) [Line Items] | |||
| Loans due from third parties | 5,695,645 | $ 5,306,798,000,000 | |
| Four Third Parties [Member] | |||
| Loans Due From Third Parties (Details) [Line Items] | |||
| Loans due from third parties | 149,296 | ||
| Five Third Parties [Member] | |||
| Loans Due From Third Parties (Details) [Line Items] | |||
| Loans due from third parties | $ 5,054,135 | ||
Loans Due From Third Parties (Details) - Schedule of loans due from third parties - USD ($) |
Jun. 30, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Schedule Of Loans Due From Third Parties Abstract | ||
| Loans due from third parties | $ 26,467,655 | $ 23,790,917 |
| Less: allowance for credit losses | 92,637 | 39,446 |
| Total | $ 26,375,018 | $ 23,751,471 |
Loans Due From Third Parties (Details) - Schedule of allowance for credit losses - USD ($) |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2022 |
Dec. 31, 2021 |
|
| Schedule Of Allowance For Credit Losses Abstract | ||
| Balance at beginning of the year | $ 39,446 | $ 27,432 |
| Provisions | 53,191 | 12,014 |
| Balance at end of the period/year | $ 92,637 | $ 39,446 |
Property and Equipment, Net (Details) - USD ($) $ in Thousands |
6 Months Ended | |
|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
|
| Property, Plant and Equipment [Abstract] | ||
| Depreciation expenses | $ 12,927 | $ 8,926 |
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) |
Jun. 30, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Property, Plant and Equipment [Line Items] | ||
| Less: Accumulated depreciation | $ 216,605 | $ 267,743 |
| Property and equipment, net | 64,146 | 77,073 |
| Electronic equipment [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property and equipment, gross | 131,868 | 137,523 |
| Vehicles [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property and equipment, gross | 125,484 | 131,894 |
| Office equipment [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property and equipment, gross | $ 23,399 | 24,594 |
| Building [Member] | ||
| Property, Plant and Equipment [Line Items] | ||
| Property and equipment, gross | $ 50,805 |
Intangible Assets, Net (Details) - USD ($) |
6 Months Ended | |
|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
|
| Intangible Assets, Net [Abstract] | ||
| Amortization expenses | $ 467,400 | $ 468,045 |
Intangible Assets, Net (Details) - Schedule of intangible assets - USD ($) |
Jun. 30, 2022 |
Dec. 31, 2020 |
|---|---|---|
| Intangible Assets, Net (Details) - Schedule of intangible assets [Line Items] | ||
| Less: Accumulated amortization | $ 2,287,842 | $ 1,929,489 |
| Intangible assets, net | 2,519,491 | 3,123,394 |
| Customer Relationship [Member] | ||
| Intangible Assets, Net (Details) - Schedule of intangible assets [Line Items] | ||
| Intangible assets, gross | 164,226 | 172,614 |
| License [Member] | ||
| Intangible Assets, Net (Details) - Schedule of intangible assets [Line Items] | ||
| Intangible assets, gross | 2,075,215 | 2,181,213 |
| Non-Compete Agreements [Member] | ||
| Intangible Assets, Net (Details) - Schedule of intangible assets [Line Items] | ||
| Intangible assets, gross | $ 2,567,892 | $ 2,699,056 |
Intangible Assets, Net (Details) - Schedule of amortization expenses |
Jun. 30, 2022
USD ($)
|
|---|---|
| Schedule Of Amortization Expenses Abstract | |
| 2023 | $ 424,747 |
| 2024 | 103,761 |
| 2025 | 103,761 |
| 2026 | 103,761 |
| 2027 | 103,761 |
| Thereafter | 207,522 |
| Total | $ 1,047,313 |
Accrued Expenses and Other Current Liabilities (Details) - Schedule accrued expenses and other current liabilities - USD ($) |
Jun. 30, 2022 |
Dec. 31, 2021 |
||
|---|---|---|---|---|
| Schedule Accrued Expenses And Other Current Liabilities Abstract | ||||
| Accrued payroll | $ 619,311 | $ 455,442 | ||
| Dividends due to former shareholders of Zhejiang Jingyuxin (1) | [1] | 177,662 | 186,737 | |
| Other current liabilities | 691,534 | 513,724 | ||
| Accrued expenses and other current liabilities, net | $ 1,488,507 | $ 1,155,903 | ||
| ||||
Income Tax and Tax Payables (Details) - USD ($) |
6 Months Ended | |
|---|---|---|
Jun. 30, 2022 |
Dec. 31, 2021 |
|
| Income Tax and Tax Payables (Details) [Line Items] | ||
| Income tax, description | The applicable tax rate for the first HKD$2 million of assessable profits is 8.25% and assessable profits above HKD$2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong, effective from the year of assessment 2018 and 2019. Before that, the applicable tax rate was 16.5% for corporations in Hong Kong. | |
| Effective income tax rate | 6.00% | |
| Operating loss carryforwards | $ 692,969 | $ 562,798 |
| PRC [Member] | ||
| Income Tax and Tax Payables (Details) [Line Items] | ||
| Effective income tax rate | 25.00% |
Income Tax and Tax Payables (Details) - Schedule of income tax expense - USD ($) |
6 Months Ended | |
|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
|
| Schedule Of Income Tax Expense Abstract | ||
| Current income tax expenses | $ (410,253) | $ (206,158) |
| Deferred income benefit | 63,872 | 219,226 |
| Income tax (expenses) benefit | $ (346,381) | $ 13,068 |
Income Tax and Tax Payables (Details) - Schedule of reconciliation of the statutory tax rate to the effective tax rate |
6 Months Ended |
|---|---|
Jun. 30, 2022 | |
| Schedule Of Reconciliation Of The Statutory Tax Rate To The Effective Tax Rate Abstract | |
| PRC statutory income tax rate | 25.00% |
| Effect of different income tax rate in other jurisdictions | 6.00% |
| Effect of non-deductible expenses | 2.00% |
| Effect of temporary differences | (7.00%) |
| Effect of valuation of deferred tax allowance | 19.00% |
| Effective tax rate | 45.00% |
Income Tax and Tax Payables (Details) - Schedule of deferred tax assets (liabilities), net - USD ($) |
Jun. 30, 2022 |
Dec. 31, 2020 |
|---|---|---|
| Deferred tax assets | ||
| Allowance for doubtful loan receivables | $ 38,870 | |
| Allowance on doubtful accounts | 169,862 | 190,576 |
| Lease liability | 29,860 | 16,375 |
| Net operating loss carrying forward | 173,118 | 165,290 |
| Less: valuation allowance | 173,118 | 165,290 |
| Total deferred tax assets | 199,722 | 245,821 |
| Deferred tax liabilities | ||
| Right-of-use assets | (25,967) | (9,328) |
| Recognition of intangible assets arising from business combination | (629,873) | (780,849) |
| Deferred tax liabilities, net | $ (655,840) | $ (793,848) |
Earnings (Loss) Per Share (Details) - Schedule of computation of basic and diluted loss per common share - Earnings Per Share [Member] - USD ($) |
6 Months Ended | |
|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
|
| Earnings (Loss) Per Share (Details) - Schedule of computation of basic and diluted loss per common share [Line Items] | ||
| Net Income (Loss) Attributable to Roan Holding Group Co., Ltd.’s shareholders | $ 322,005 | $ (527,427) |
| Weighted average number of ordinary share outstanding | ||
| Basic and Diluted | 25,287,887 | 25,287,887 |
| Earnings per share | ||
| Net income (loss) per share - Basic and Diluted | $ 0.01 | $ (0.02) |
Related Party Transactions and Balances (Details) |
6 Months Ended | ||
|---|---|---|---|
|
Jun. 30, 2022
USD ($)
|
Jun. 30, 2022
CNY (¥)
|
Dec. 31, 2021
USD ($)
|
|
| Related Party Transactions and Balances (Details) [Line Items] | |||
| Advanced payment | $ 4,616 | ||
| Rental tax (in Yuan Renminbi) | ¥ | ¥ 32,845 | ||
| Due from related parties | 1,325 | ||
| Due to related parties | 123,785 | ||
| Related parties | $ 5,941 | ||
| Due to related parties | 123,785 | 123,117 | |
| Zhongtan Future [Member] | |||
| Related Party Transactions and Balances (Details) [Line Items] | |||
| Service fee | $ 655,227 | ||
| Shares of percentage | 10.00% | ||
| Accounts receivables | $ 223,944 | ||
| Zhongxin [Member] | |||
| Related Party Transactions and Balances (Details) [Line Items] | |||
| Service fee | $ 291,212 | ||
| Shares of percentage | 22.00% | ||
| Accounts receivables | $ 149,296 | ||
| Ms. Yuan Shen [Member] | |||
| Related Party Transactions and Balances (Details) [Line Items] | |||
| Advanced fund amount | 119,210 | ||
| Payable amount | 3,907 | ||
| Ms. Yuan Shen [Member] | Furuikang [Member] | |||
| Related Party Transactions and Balances (Details) [Line Items] | |||
| Due to related parties | $ 123,117 |
Redeemable Convertible Preferred Shares (Details) $ / shares in Units, ¥ in Millions |
1 Months Ended | 6 Months Ended | 12 Months Ended | |||
|---|---|---|---|---|---|---|
|
Jul. 06, 2016
USD ($)
$ / shares
shares
|
Jun. 30, 2022
USD ($)
$ / shares
shares
|
Dec. 31, 2021
USD ($)
shares
|
Jun. 30, 2022
CNY (¥)
shares
|
Dec. 31, 2019
$ / shares
|
Dec. 20, 2019
shares
|
|
| Redeemable Convertible Preferred Shares (Details) [Line Items] | ||||||
| Business combination price per share (in Dollars per share) | $ / shares | $ 6 | |||||
| Preferred stock value | $ 12,052,106 | $ 11,711,727 | ||||
| Preferred Stock, Liquidation Preference, Value (in Yuan Renminbi) | ¥ | ¥ 276 | |||||
| Liquidation premium, percentage | 8.00% | 8.00% | ||||
| Liquidation premium (in Yuan Renminbi) | ¥ | ¥ 276 | |||||
| Preferred Shares | $ 31,087,732 | 31,087,732 | ||||
| Class A Preferred Share [Member] | ||||||
| Redeemable Convertible Preferred Shares (Details) [Line Items] | ||||||
| Preferred shares issued (in Shares) | shares | 715,000 | 715,000 | 715,000 | |||
| Preferred shares, par value (in Dollars per share) | $ / shares | $ 12 | |||||
| Annual dividend percentage | 8.00% | |||||
| Gross proceeds private placement | $ 8,580,000 | |||||
| Redeemable price (in Dollars per share) | $ / shares | $ 12 | |||||
| Business combination price per share (in Dollars per share) | $ / shares | $ 16 | |||||
| Shares issued for conversion, percentage | 80.00% | |||||
| Dividend - convertible redeemable preferred stock | $ 340,379 | 686,400 | ||||
| Preferred stock value | $ 12,052,106 | $ 11,711,727 | ||||
| Class B Preferred Share[Member] | ||||||
| Redeemable Convertible Preferred Shares (Details) [Line Items] | ||||||
| Preferred shares issued (in Shares) | shares | 291,795,150 | 291,795,150 | 291,795,150 | 291,795,150 | ||
| Equity interest | 65.0177% | |||||
| Preferred Shares | $ 31,087,732 | $ 31,087,732 |
Equity (Details) - USD ($) |
6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Jul. 10, 2018 |
Jul. 06, 2018 |
Apr. 06, 2018 |
Jun. 30, 2022 |
Jun. 30, 2021 |
Sep. 30, 2021 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Dec. 20, 2019 |
Jul. 06, 2016 |
|
| Equity (Details) [Line Items] | ||||||||||
| Sale of stock, description | On July 6, 2018, the Company and certain institutional investors entered into a securities purchase agreement (“Private Placement”), pursuant to which the Company agreed to sell to such investors an aggregate of 769,232 ordinary shares together with Series A warrants to purchase a total of 576,924 ordinary shares (the “Series A Warrants”), for gross proceeds of approximately $2.0 million. Each investor received a Series A Warrant to purchase a number of shares equal to 75% of the number of ordinary shares the investor purchases in the offering with a warrant term of four (4) years. The purchase price for each ordinary share and the related Series A Warrants is $2.60. The Series A Warrants have an exercise price of $2.60. In connection with the offering, the investors also received Series B warrants with an initial face amount of 200,000 ordinary shares, which are subject to adjustment not in excess of an aggregate of 462,843 ordinary shares (the “Series B Warrants”) for nominal consideration. If on the 30th day after the closing date of the transaction (the “Adjustment Date”), the closing bid price of the Company’s ordinary shares is less than $2.60, the investors shall have the right to exercise the Series B Warrants and the number of ordinary shares to be issued to the investors upon exercise of the Series B Warrants shall be adjusted (upward or downward, as necessary) based on the closing bid price of the Company’s ordinary shares on such date. The closing of the offering took place on July 10, 2018. On August 9, 2018, the closing bid price of the Company’s ordinary shares was $1.29, and thus the Series B Warrant was exercised for 390,579 ordinary shares. | In connection with the private placement closed on July 10, 2018, the investors also received Series B warrants with an initial face amount of 200,000 ordinary shares, which are subject to adjustment not in excess of an aggregate of 462,843 ordinary shares (the “Series B Warrants”) for nominal consideration. If on the 30th day after the closing date of the transaction (the “Adjustment Date”), the closing bid price of the Company’s ordinary shares is less than $2.60, the investors shall have the right to exercise the Series B Warrants and the number of ordinary shares to be issued to the investors upon exercise of the Series B Warrants shall be adjusted (upward or downward, as necessary) based on the closing bid price of the Company’s ordinary shares on such date. | ||||||||
| Ordinary shares issued | 25,287,851 | 25,287,851 | ||||||||
| Ordinary shares outstanding | 25,287,851 | 25,287,851 | ||||||||
| Ordinary shares held in escrow, description | Upon completion of the business combination between the Company and Adrie, an aggregate of 20 million ordinary shares were issued and 8 million of the issued ordinary shares were deposited in escrow (the “Escrow Shares”). | |||||||||
| Escrowed restricted shares | 8,000,000 | |||||||||
| Warrants outstanding | 623,078 | 623,078 | ||||||||
| Estimated fair value (in Dollars) | $ (16,998) | $ 27,730 | ||||||||
| Changes in fair value of warrant liabilities (in Dollars) | $ 1,259 | |||||||||
| Percentage of ordinary shares | 6.00% | 100.00% | ||||||||
| Incremental issuance costs (in Dollars) | $ 310,000 | |||||||||
| Statutory reserve, description | The Company is required to set aside at least 10% of their after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. | |||||||||
| Statutory reserve (in Dollars) | $ 362,797 | $ 362,797 | ||||||||
| Ordinary Shares [Member] | ||||||||||
| Equity (Details) [Line Items] | ||||||||||
| Ordinary shares issued | 25,287,851 | 25,287,851 | ||||||||
| Ordinary shares outstanding | 25,287,851 | 25,287,851 | ||||||||
| Series A Warrants [Member] | ||||||||||
| Equity (Details) [Line Items] | ||||||||||
| Warrants outstanding | 576,924 | 576,924 | ||||||||
| Placement Agent Warrants [Member] | ||||||||||
| Equity (Details) [Line Items] | ||||||||||
| Warrants outstanding | 46,154 | 46,154 | ||||||||
| Estimated fair value (in Dollars) | 96,185 | |||||||||
| Class A Preferred Shares [Member] | ||||||||||
| Equity (Details) [Line Items] | ||||||||||
| Preferred shares issued | 715,000 | 715,000 | ||||||||
| Preferred shares outstanding | 715,000 | 715,000 | ||||||||
| Class B Preferred Shares [Member] | ||||||||||
| Equity (Details) [Line Items] | ||||||||||
| Preferred shares issued | 291,795,150 | 291,795,150 | 291,795,150 | |||||||
| Preferred shares outstanding | 291,795,150 | 291,795,150 | ||||||||
| Series A Warrants [Member] | ||||||||||
| Equity (Details) [Line Items] | ||||||||||
| Sale of stock, description | In connection with the private placement closed on July 10, 2018, the Company issued Series A warrants to investors to purchase a total of 576,924 ordinary shares with a warrant term of four (4) years. The Series A Warrants have an exercise price of $2.60 per share. On January 9, 2019, the Board of the Company approved a downward adjustment of the exercise price from $2.60 to $1.18. | |||||||||
| Convertible common stock price per share (in Dollars per share) | $ 2.6 | |||||||||
| Estimated fair value (in Dollars) | $ 1,202,310 | |||||||||
| Changes in fair value of warrant liabilities (in Dollars) | $ 12,500 | |||||||||
Equity (Details) - Schedule of warrants activity - shares |
12 Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
Jun. 30, 2020 |
Dec. 31, 2019 |
Dec. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2018 |
||||||||
| Warrant [Member] | |||||||||||||||
| Equity (Details) - Schedule of warrants activity [Line Items] | |||||||||||||||
| Number of shares | 623,078 | 623,078 | 9,903,401 | 9,903,401 | 9,903,401 | 9,903,401 | 9,280,323 | 9,903,401 | |||||||
| Weighted average life | 7 days | 6 months 7 days | [1] | 6 months 29 days | 1 year 7 days | 1 year 6 months 29 days | 2 years 6 months 29 days | 4 years 11 months 23 days | |||||||
| Expiration dates | * | [1] | * | [1] | [1] | [1] | [1] | July 6, 2021 | |||||||
| Grants of Series A Warrants [Member] | |||||||||||||||
| Equity (Details) - Schedule of warrants activity [Line Items] | |||||||||||||||
| Number of shares | 576,924 | 576,924 | |||||||||||||
| Weighted average life | 2 years 11 months 23 days | ||||||||||||||
| Expiration dates | July 9, 2022 | ||||||||||||||
| Grants of Placement Agent Warrant [Member] | |||||||||||||||
| Equity (Details) - Schedule of warrants activity [Line Items] | |||||||||||||||
| Number of shares | 46,154 | 46,154 | |||||||||||||
| Weighted average life | 2 years 11 months 23 days | ||||||||||||||
| Expiration dates | July 9, 2022 | ||||||||||||||
| Grants of Series B Warrants [Member] | |||||||||||||||
| Equity (Details) - Schedule of warrants activity [Line Items] | |||||||||||||||
| Number of shares | 390,579 | 390,579 | |||||||||||||
| Weighted average life | |||||||||||||||
| Expiration dates | August 9, 2018 | ||||||||||||||
| Exercise of Series B Warrants [Member] | |||||||||||||||
| Equity (Details) - Schedule of warrants activity [Line Items] | |||||||||||||||
| Number of shares | (390,579) | (390,579) | |||||||||||||
| Expire of Warrants Issued [Member] | |||||||||||||||
| Equity (Details) - Schedule of warrants activity [Line Items] | |||||||||||||||
| Number of shares | (9,280,323) | ||||||||||||||
| |||||||||||||||
Equity (Details) - Schedule of fair value of series A warrants - Series A Warrants [Member] - $ / shares |
1 Months Ended | 12 Months Ended | |
|---|---|---|---|
Jul. 10, 2018 |
Jun. 30, 2022 |
Dec. 31, 2021 |
|
| Equity (Details) - Schedule of fair value of series A warrants [Line Items] | |||
| Terms of warrants | 48 months | 12 months | |
| Exercise price | $ 2.6 | $ 1.18 | $ 1.18 |
| Risk free rate of interest | 2.77% | 0.04% | 0.16% |
| Dividend yield | 0.00% | 0.00% | 0.00% |
| Annualized volatility of underlying stock | $ 2.03 | $ 2.19 | $ 2.19 |
Segment Reporting (Details) |
6 Months Ended | |
|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
|
| Segment Reporting [Abstract] | ||
| Number of operating segments | 2 | 2 |
Segment Reporting (Details) - Schedule of segment reporting - USD ($) |
6 Months Ended | |
|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
|
| Business conducted by Adrie and its subsidiaries [Member] | ||
| Segment Reporting Information [Line Items] | ||
| Net revenues of services | $ 928,468 | $ 681 |
| Commission and fee income on guarantee services, net | 369 | |
| Total interest and fee income | 372,445 | 423,692 |
| Net (loss) income from operation | 193,255 | (305,055) |
| Depreciation and amortization | 467,400 | (135) |
| Capital expenditures | ||
| Income tax recovery (expense) | (119,869) | 66,112 |
| Segment (loss) profit from continuing operations | (66,008) | (386,275) |
| Segment assets | 10,913,204 | 10,763,084 |
| Business conducted by Lixin Cayman and its subsidiaries [Member] | ||
| Segment Reporting Information [Line Items] | ||
| Net revenues of services | 329,397 | 330,107 |
| Commission and fee income on guarantee services, net | 436,561 | 175,965 |
| Total interest and fee income | 918,585 | 840,347 |
| Net (loss) income from operation | 772,434 | (23,904) |
| Depreciation and amortization | 62,660 | (539,192) |
| Capital expenditures | ||
| Income tax recovery (expense) | (226,512) | (53,044) |
| Segment (loss) profit from continuing operations | 629,380 | (74,122) |
| Segment assets | $ 54,524,207 | 54,080,420 |
| Total [Member] | ||
| Segment Reporting Information [Line Items] | ||
| Net revenues of services | 330,788 | |
| Commission and fee income on guarantee services, net | 176,334 | |
| Total interest and fee income | 1,270,039 | |
| Net (loss) income from operation | (328,959) | |
| Depreciation and amortization | (539,327) | |
| Income tax recovery (expense) | 13,068 | |
| Segment (loss) profit from continuing operations | (460,397) | |
| Segment assets | $ 64,843,504 | |
Commitments and Contingencies (Details) - USD ($) $ in Millions |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2022 |
Jun. 30, 2021 |
Dec. 31, 2021 |
|
| Commitments and Contingencies Disclosure [Abstract] | |||
| Weighted average remaining lease term | 1 year 9 months | 3 months 29 days | |
| Operating lease discount rate | 4.75% | 4.75% | |
| Rent expenses | $ 59,287 | ||
| Depreciation expenses | $ 49,733 | $ 62,356 | |
Commitments and Contingencies (Details) - Schedule of operating lease related assets and liabilities - Operating Lease of Assets and Liabilities [Member] - USD ($) |
Jun. 30, 2022 |
Dec. 31, 2021 |
|---|---|---|
| Commitments and Contingencies (Details) - Schedule of operating lease related assets and liabilities [Line Items] | ||
| Right of use assets | $ 103,801 | $ 37,313 |
| Operating lease liabilities, current portion | 58,269 | 65,498 |
| Operating lease liabilities, noncurrent portion | 61,172 | |
| Total operating lease liabilities | $ 119,441 | $ 65,498 |
Commitments and Contingencies (Details) - Schedule of maturities of lease liabilities |
Jun. 30, 2022
USD ($)
|
|---|---|
| Schedule Of Maturities Of Lease Liabilities Abstract | |
| Twelve months ended June 30, 2023 | $ 62,562 |
| Twelve months ended June 30, 2024 | 62,562 |
| Total lease payments | 125,124 |
| Less: imputed interest | 5,683 |
| Present value of lease liabilities | $ 119,441 |
Subsequent Events (Details) |
1 Months Ended |
|---|---|
Jul. 19, 2022 | |
| Subsequent Event [Member] | |
| Subsequent Events (Details) [Line Items] | |
| Limited partnership, description | On July 19, 2022, Zhongtan Industrial Operation invested RMB 30 million (approximately $4,630,273) in Hangzhou Zhongtan New Energy Enterprise Management Partnership (Limited Partnership) and held 60% its equity. |
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