VIE Structure and Regulatory Risks - Jin Med operates through a VIE structure in China, with no direct equity ownership in the VIE, relying on contractual arrangements for control and economic benefits[16][17] - The VIE agreements have not been legally tested, posing risks of regulatory changes or invalidation, which could significantly impact operations and share value[18] - The company is subject to PRC regulatory risks, including cybersecurity reviews and overseas listing restrictions, though it currently complies with CAC regulations[19] - The VIE structure and PRC regulatory environment create significant uncertainties for the company's operations and the value of its Ordinary Shares[18][19][32] - The company operates through a VIE structure, with significant risks if PRC regulations or interpretations change, potentially leading to severe penalties[103] - The VIE agreements are governed by PRC law and subject to arbitration, with uncertainties in enforcement that could adversely affect the company's operations[110] - The company relies on contractual arrangements with Changzhou Zhongjin, which may not provide the same level of control as direct equity ownership[106] - Potential conflicts of interest with Changzhou Zhongjin shareholders could materially affect the company's ability to control and benefit from the VIE[112] - The company's ability to enforce contractual arrangements in the PRC legal system is uncertain, which could limit control over its operating entities[110] - The company's ability to enforce contractual arrangements with Changzhou Zhongjin may be limited due to uncertainties in the PRC legal system[172] Dividend and Cash Flow Restrictions - Cash flows within the organization are restricted by PRC foreign exchange regulations, limiting dividend distributions to shareholders outside mainland China[23] - The company's ability to pay dividends depends on after-tax profits of its mainland China subsidiaries, with at least 10% of profits required to be set aside as reserves[23] - The company's mainland China subsidiaries are required to maintain reserves, limiting the distributable cash available for dividends to shareholders[23] - PRC laws require dividends to be paid only out of after-tax profit and mandate setting aside part of after-tax profits as statutory reserves[174] - The company relies on dividend payments from PRC operating entities, which are subject to restrictions under PRC laws[173] PCAOB and Delisting Risks - The PCAOB has secured access to inspect audit firms in China, but future obstruction by PRC authorities could lead to delisting risks under the HFCA Act[27][29] - The company has changed auditors multiple times, with current auditor DNTW Toronto LLP being PCAOB-registered, but uncertainties remain regarding future PCAOB inspections[30] - The company faces risks of delisting from Nasdaq if it fails to comply with continued listing requirements, impacting its ability to raise future financing[43] - The company regained compliance with Nasdaq Listing Rule 5550(a)(3) but still faces an outstanding deficiency due to the failure to file its annual report on Form 20-F for fiscal year 2023[214] Revenue and Financial Performance - Revenue from Nissin and its subsidiaries accounted for 78.2%, 80.5%, and 83.2% of total sales for fiscal years 2023, 2022, and 2021, respectively[51] - Revenue increased by 11.2% during the fiscal year ended September 30, 2023, excluding foreign currency translation impact[54] - Revenue increased by 11.2% during the fiscal year ended September 30, 2023, excluding the impact of foreign currency translation[99] - The company's business operations have recovered to the level prior to the COVID-19 pandemic as of January 2023[99] Tax and Financial Risks - Changzhou Zhongjin and Taizhou Zhongjin's NHTE status renewal saved 270,220, and 6.9 million and short-term investments of 31.1 million and total current liabilities of approximately nil, but may increase in the future with more complex products like electric wheelchairs[91] - The company's electric wheelchairs and living aids products are currently sold to a few selected customers to test market demand[86] - The company's molecular oxygen concentrator failed to meet safety requirements in January 2020, resulting in a fine of RMB 20,000 (approximately USD 2,856) and a delay in certification until February 2022[147] - The company's products, classified as medical devices, are subject to safety and technical inspections, with failure potentially resulting in penalties, production delays, and loss of sales[146] - The company may face difficulties in protecting intellectual property rights in China, which could harm its business and competitive position[207] - The company is subject to strict product liability laws in Japan, its largest market, which could result in significant damages for product defects[209] Internal Controls and Governance - Material weaknesses identified in internal control over financial reporting, including lack of U.S. GAAP expertise, formal controls, and independent directors[220] - Remedial measures include hiring qualified accounting personnel, implementing U.S. GAAP training, and establishing an internal audit function[220] - Failure to address internal control weaknesses may lead to financial statement inaccuracies, regulatory non-compliance, and adverse effects on share price[220] - The company is subject to Sarbanes-Oxley Act Section 404 but is exempt from certain attestation requirements as an emerging growth company[221] - Ineffective internal controls could result in financial reporting errors, restatements, and potential delisting from Nasdaq[223] - As a foreign private issuer, the company is exempt from certain U.S. securities law disclosure requirements, limiting public information availability[224] - Officers, directors, and principal shareholders are exempt from Section 16 reporting, reducing transparency on share transactions[224] - The company's CEO owns at least 50% of Ordinary Shares, giving him significant control over director elections and shareholder resolutions[217] - CEO Erqi Wang owns over 50% of the company's outstanding Ordinary Shares, granting significant control over corporate decisions and shareholder resolutions[218] Economic and Market Risks - The Chinese economy has slowed since 2012, and global economic uncertainties, including geopolitical tensions, may adversely affect the company's business and financial condition[125] - Changes in China's economic, political, or social conditions, including government policies, could materially affect the company's business and operations[134][135] - Adverse macroeconomic conditions in Japan, including inflation and unemployment, could negatively impact demand for the company's products[212] - Fluctuations in RMB exchange rates could adversely affect company's revenues, financial condition, and value of securities[185] - PRC government controls on currency conversion may affect company's ability to remit dividends and meet foreign exchange requirements[187] - Foreign exchange transactions under the capital account must be approved in advance by SAFE[188] - The PRC government has imposed more restrictive foreign exchange policies, potentially affecting the company's ability to pay dividends in foreign currencies and impacting capital expenditure plans[190] - The company may face difficulties in transferring funds and assets out of mainland China and Hong Kong due to government restrictions and controls on RMB conversion[191][192] - Labor costs in the PRC are expected to continue increasing, which could adversely affect the company's financial conditions and results of operations if costs cannot be passed on to customers[196] - The company may be subject to penalties if found non-compliant with PRC regulations on employee social insurance and housing funds, with estimated additional contributions of 467,246, and $385,935 for fiscal years 2023, 2022, and 2021 respectively[200] Legal and Compliance Risks - The company is subject to the U.S. Foreign Corrupt Practices Act and Chinese anti-corruption laws, with potential liabilities for improper payments or offers to government officials[143][144] - The company's PRC operations are subject to uncertainties in the PRC legal system, including potential retroactive effects of unpublished government policies and internal rules[148][149] - The PRC legal system's evolving nature and potential retroactive application of new laws may increase compliance costs and operational restrictions for the company[165] - The company may face additional compliance requirements under the Trial Measures and supporting guidelines issued by the CSRC, effective March 31, 2023[169] - Revised Provisions on confidentiality and archives administration for overseas securities offering and listing by domestic companies came into effect on March 31, 2023, expanding application to indirect overseas offering and listing[170] - Company may face legal liabilities if it fails to comply with revised confidentiality and archives administration requirements under PRC laws[170] - The company is subject to scrutiny and negative publicity affecting U.S.-listed Chinese companies, which could harm business operations, future financing, and reputation[202][203] Production and Operational Efficiency - The average utilization rate of the company's production lines was 75%, 77%, and 79% for the fiscal years ended September 30, 2023, 2022, and 2021, respectively[97] - For the fiscal year ended September 30, 2023, no supplier accounted for more than 10% of the company's total purchases, compared to one supplier accounting for 10% in 2022 and 15.7% in 2021[77] - The company has established internal control procedures for the use of chops and seals, but there is a risk of employee abuse or negligence, which could disrupt normal business operations[123]
Jin Med(ZJYL) - 2023 Q4 - Annual Report