Sign up here. At Savingforcollege. Our opinions are our own. Sfc Top Ad. Sfc Top Ad Mobile. Next Article. A good place to start See the best plans, personalized for you. Right Skyscraper. Text ads. Bank of America. Sfc Bottom Ad. Sfc Bottom Ad Mobile. Log in. We may be unable to effectively manage our nationwide distribution network. Any failure by our distributors to operate in compliance with our distribution agreements and applicable law may result in liability to us, may interrupt the effective operation of our distribution network, may harm our brands and our corporate image and may result in decreased sales.
We have limited ability to manage the activities of our distributors, who are independent from us. In addition, our distributors or the retail outlets to which they sell our products and services may violate our distribution agreements with them or the sales agreements between our distributors and the retail outlets.
Such violations may include, among other things:. In particular, we recently discovered that some of the retail outlets to which our distributors sell our products and services are selling imitation products that compete with our posture correction and sleeping aid. Table of Contents products. Although we continue to rigorously monitor this situation and require our distributors to abide by their contractual obligation to eliminate any such violation by the retail outlets, we may be unable to police or stop violations such as selling of imitation products or services by retail outlets.
Three of these distributors were among our five best- performing distributors in and two were among our five best-performing distributors in , with aggregate revenue contribution constituting approximately 9. Each of these distributors is a party to our standard distribution arrangement and each operated its own TV direct sales platform prior to becoming our distributor. These distributors continue to operate their own TV direct sales platforms.
In addition, some of our other distributors use edited versions of our TV direct sales programs to market our products on local TV stations and conduct TV direct sales activities through their own call-in numbers. Certain of our distributors are beneficially owned by our employees, executive officers and shareholders.
It may be difficult for us to effectively evaluate the performance of these distributors or to replace any of them if they are non-performing, underperforming or non-compliant with our distribution agreements. We have approximately 80 distributors constituting our nationwide distribution network that distribute our products and services across China.
To accelerate the establishment of our distribution network, in we issued shares in our company to owners of five of these distributors as incentives when they joined our nationwide distribution network. In and , the aggregate sales generated by these five distributors accounted for approximately In and , two of these distributors were among our five best-performing distributors.
In addition, of our distributors, 11 are owned in part, or in some cases in whole, by eight of our employees or their family members. In and , the aggregate sales generated by these 11 distributors accounted for approximately In , two of these distributors were, and in , one of these distributors was, among our five best-performing distributors. These eight employees, none of whom are executive officers, are currently responsible for various functions or operations relating to our nationwide distribution business.
However, these economic interests held by our shareholders, executive officers and employees in our distributors may make it difficult for us to effectively evaluate the performance of such distributors or fine, suspend or terminate a non-performing, under-performing or non-compliant distributor without harming our relationship with those shareholders, executive officers and employees. Table of Contents Our failure to adequately manage our growth and expansion could negatively impact our ability to effectively operate our business, accurately report our financial results as a public company and attract and train our employees and management, which could hamper our business strategy and result in deterioration in our operating results.
Our operations have grown rapidly, particularly in recent years. We grew from employees in , to 1, employees as of December 31, This subsidiary was responsible for manufacturing and marketing our electronic learning devices product line. Our recent growth has resulted, and future growth could continue to result, in substantial demands being placed on our operational and administrative systems, our financial and management controls and resources, our management and our employee training capabilities.
Any failure in these areas could significantly harm our ability to effectively operate our business, accurately report our financial results as a public company and attract and train our employees and management, which could hamper our business strategy and result in deterioration in our operating results. We depend on our senior management team, key personnel and skilled and experienced employees in all aspects of our business, and our business and operations may be severely disrupted and our performance negatively affected if we lose their services.
Our future success significantly depends upon the continuing service of our senior management team, including James Yujun Hu, our CEO, Don Dongjie Yang, our president, Guoying Du, our vice president responsible for managing our nationwide distribution network, Ella Man Lin, our vice president responsible for product development and supplier and human resources management, David Chenghong He, our vice president responsible for management of our financial, logistics and payment systems, Kevin Guohui Hu, our vice president responsible for media purchasing, planning and management and Gordon Xiaogang Wang, our vice president and our chief financial officer.
If one or more members of our senior management team or other key employees are unable or unwilling to continue in their present position, we may not be able to replace them easily or at all, our business could be severely disrupted, and our financial condition and results of operations could be materially and adversely affected. We do not maintain key-man life insurance for any of our senior management.
To maintain our competitive position and expand our operations, we must attract, train and retain skilled and experienced employees in numerous areas, including product development, media procurement and call center operations. The monthly average turnover rate for our three call centers in ranged from 2. Any inability to attract and retain a significant number of skilled and experienced employees in our call centers or other critical areas could seriously disrupt our business and operations and negatively affect our financial performance.
We rely significantly on EMS, the largest national express mail service operated by the China Post Office, and to a lesser extent, local delivery companies, to deliver products sold through our direct sales platforms. EMS and local delivery companies made deliveries of products representing Due to the current lack of other viable payment alternatives, almost all of the products that we sell through our direct sales platforms are delivered and paid for by customers on a cash on delivery, or COD, basis.
We rely on EMS and local delivery companies to remit customer payment collections to. Table of Contents us. Reasons for delivery failure primarily include customer refusal to accept a product upon delivery or failure to successfully locate the delivery address. We believe that our successful delivery rates declined in mainly because of higher average selling prices for our products and services, which led to a higher number of customer refusals. Although we continue to explore alternative payment methods, we expect to continue to be dependent on COD customer payments for the foreseeable future.
We may be required to write off similar or higher amounts in the future. If we do not compete successfully against new and existing competitors, we may lose our market share, and our profitability may be adversely affected. Numerous domestic and international sellers of consumer branded products that sell their products in China. For example, our Ozing electronic learning devices compete with electronic learning devices under BBK, e, Noah and other brands, and our cell phone products compete with similar products sold by local and international cell phone manufacturers;.
Traditional retailers and distributors, as well as direct marketers such as Avon, operating in China which currently or in the future may offer competing products or services, including products or services under their own brand, or may otherwise offer or seek to offer small and medium manufacturers and suppliers distribution capabilities throughout China; and. Table of Contents In addition, large multi-national home shopping companies such as QVC may enter the China market directly or indirectly.
Entry by these players becomes more likely if existing PRC restrictions on content, number of advertising hours per day and foreign ownership of TV stations are relaxed. We also compete with companies that make imitations of our products at substantially lower prices, such as our oxygen generating products, that may be sold in department stores, pharmacies and general merchandise stores.
We may not realize the anticipated benefits of our potential future joint ventures, acquisitions or investments or be able to integrate any acquired employees, businesses, products or services, which in turn may negatively affect their performance and respective contributions to our results of operations.
As a means of acquiring managerial expertise and additional complementary distribution network infrastructure, since , we have entered into seven joint ventures with other entities for our products and services, including our electronic learning device product line.
In connection with these ventures, we also acquired services of certain management personnel, including Guoying Du, one of our executive officers who is currently in charge of our nationwide distribution network. In these arrangements, we have typically received at least majority control and exclusive rights to distribute a product through the joint ventures in exchange for our agreement to market and sell the product through our multiple sales platforms, a minority equity stake and cash consideration.
In the case of the joint venture responsible for the manufacturing and sale of our electronic learning devices initially majority-owned , we were able to acquire all the remaining minority interest in July We may continue to enter into similar joint ventures or make other acquisitions or investments to, among other things, acquire managerial expertise or additional complementary distribution network infrastructure or to secure exclusive product distribution rights for the products to be sold through our multiple sales platforms.
Risks related to our existing and future joint ventures, acquisitions and investments include, as applicable:. Table of Contents Interruption or failure of our telephone system and management information systems could impair our ability to effectively sell and deliver our products and services or result in a loss or corruption of data, which could damage our reputation and negatively impact our results of operations.
Our call centers rely heavily on our telephone and management information systems, or MIS, to receive customer calls at our call centers, process customer purchases, arrange product delivery and assess the effectiveness of advertising placements and consumer acceptance of our products and services, among other things. As our business evolves and our MIS requirements change, we may need to modify, upgrade and replace our systems. We work closely with third-party vendors to provide telephone and MIS tailored to our specific needs.
We are and will continue to be substantially reliant on these third-party vendors for the provision of maintenance, modifications, upgrades and replacements to our systems. If these third-party vendors can no longer provide these services, it may be difficult, time consuming and costly to replace them.
Any such modification, upgrading or replacement of our systems may be costly and could create disturbances or interruptions to our operations. Similarly, undetected errors or inadequacies in our telephone and MIS may be difficult or expensive to timely correct and could result in substantial service interruptions.
From time to time, our computer systems experience short periods of power outage. Any telephone or MIS failure including as a result of natural disaster or power outage , particularly during peak or critical periods, could inhibit our ability to receive calls and complete orders or evaluate the effectiveness of our promotions or consumer acceptance of our products and services or otherwise operate our business. These events could, in turn, impair our ability to effectively sell and deliver our products and services or the loss or corruption of customer, supplier and distributor data, which could damage our reputation and negatively impact our results of operations.
We rely on a combination of patent, copyright, trademark and trade secret laws, as well as nondisclosure agreements and other methods to protect our intellectual property rights. In particular, we rely on the trademark law in China to protect our product brands. We currently maintain approximately 30 trademark registrations in China.
The legal regime in China for the protection of intellectual property rights is still at a relatively early stage of development. Despite many laws and regulations promulgated and other efforts made by China over the years to enhance its regulation and protection of intellectual property rights, private parties may not enjoy intellectual property rights in China to the same extent as they would in many western countries, including the United States, and enforcement of such laws and regulations in China has not achieved the levels reached in those countries.
The steps we have taken may be inadequate to prevent the misappropriation of our intellectual property. Separately, we are in the process of applying for registration or transfer of approximately trademarks in China, including trademarks for two of our best-selling product lines in We may not be able to enforce our proprietary rights in connection with these trademarks before such registrations or transfers are approved by the relevant authorities and it is possible that such registrations or transfers may not be approved at all.
In addition, manufacturers or suppliers in China may imitate our products, copy our various brands and infringe our intellectual property rights. We have recently discovered unauthorized products in the marketplace that are counterfeit reproductions of our products sold by the retailers within our nationwide distribution network and by third parties in retail stores and on websites. The counterfeit products that we found include our posture correction products, one of our five best-selling products in , and our oxygen generating devices.
It is difficult and expensive to police and enforce against infringement of intellectual property rights in China. Imitation or counterfeiting of our products or other infringement of our intellectual property rights, including our trademarks, could diminish the value of our various brands, harm our reputation and competitive.
Table of Contents position or otherwise adversely affect our net revenues. We may have to enforce our intellectual property rights through litigation. Such litigation may result in substantial costs and diversion of resources and management attention. We have in the past been, and in the future may again be, subject to intellectual property rights infringement claims by third parties, which could be time-consuming and costly to defend or litigate, divert our attention and resources, or require us to enter into licensing agreements.
These licenses may not be available on commercially reasonable terms, or at all. For example, in December we were sued by a company that alleged that we had infringed their copyrights by allowing purchasers of our electronic learning devices to download from our website materials that it claimed were derived from its English textbooks and tapes without its consent.
These claims, with or without merit, could be time-consuming and costly to defend or litigate, divert our attention and resources, or require us to enter into licensing agreements. Such licenses may not be available on commercially reasonable terms, or at all.
The re-institution of litigation against us may have a negative effect on our oxygen generating device business operations and negatively affect our overall financial performance. We were recently informed that the plaintiff had revoked its claim. However, it is still possible that the same or a similar lawsuit may be filed against us in the future.
We have limited general business insurance coverage and we may be subject to losses that might not be covered by our existing insurance policies, which may result in our incurring substantial costs and the diversion of resources. Also, if these products are deemed by the PRC authorities to fail to conform to product quality and personal safety requirements in China, we could be subject to PRC regulatory.
Table of Contents action. If the offense is determined to be serious, our business license to manufacture or sell these and other products could be suspended. We currently do not carry any product liability insurance coverage.
Any product liability claim or governmental regulatory action could be costly and time-consuming to defend. If successful, product liability claims may require us to pay substantial damages. Furthermore, customers may not use the products sold by us in accordance with our product usage instructions, possibly resulting in customer injury.
We manufactured almost half of the products we sell in terms of cost of revenues in , with the balance provided by third-party suppliers and manufacturers in China. We purchase the materials we need to manufacture our products, including our best-selling electronic learning devices product line, from outside suppliers in China.
In , our largest supplier, which supplies LCD display screens for our electronic learning devices product line, accounted for approximately Our largest supplier in , which supplies PDA cell phones, accounted for approximately We typically purchase all production materials, including critical components such as flash memory, chipsets and LCD display screens for our electronic learning devices, on a purchase order basis and do not have long-term contracts with our suppliers.
If we fail to develop or maintain our relationships with our suppliers, we may be unable to manufacture our products, and we could be prevented from supplying our products to our customers in the required quantities. Problems of this kind could cause us to experience loss of market share and result in decreased net revenues.
The failure of a supplier to supply materials and components that meet our quality, quantity and cost requirements in a timely manner could impair our ability to manufacture our products or increase our costs, particularly if we are unable to obtain these materials and components from alternative sources on a timely basis or on commercially reasonable terms.
For the products manufactured by us, among other risks, we may:. Currently, products manufactured by third parties for us primarily include our consumer electronics products and our neck massager product. Table of Contents cost of revenues in these periods.
We typically purchase these products on a purchase order basis and do not have long-term contracts with these suppliers. Some of our products are supplied by third-party manufacturers based on designs or technical requirements provided by us. These manufacturers may fail to produce products that conform to our requirements.
In addition, for products manufactured or supplied by third-party manufacturers, we indirectly face many of the risks described above and other risks. It may also be difficult or expensive for us to replace a third-party manufacturer.
Our leases of land and manufacturing facilities in Beijing and Shanghai may not be in full compliance with PRC laws and regulations and we may be required to relocate our facilities, which may disrupt our manufacturing operations and result in decreased net revenues. Our manufacturing facility for our oxygen generating products is built on a plot of land we leased from Beijing Tongzhou District Lucheng Town Chadao Village for a term of 30 years.
This land is collectively owned by rural residents of the village. The relevant PRC law may be interpreted to disallow industrial use of the land or leasing of the land to parties other than the local rural residents or their collective economic organizations. If the PRC land authority determines that our use of the land violates PRC law, we may be ordered to restore the land to its original state and relocate to another site, to demolish the buildings established on the land by us without compensation.
In addition, our manufacturing facilities for our posture correction product line and engine lubricant products as well as one of our central warehouses that we lease from Shanghai Huamin Economic Development Co. The PRC land authority also has the power to order the lessor to terminate the lease with us. If our lease is terminated, we would be required to relocate our facilities. Although we believe that the relocation cost, if any, would not be significant, such a relocation could disrupt our manufacturing operations and result in lower net revenues.
We may require additional capital, which may not be available on commercially reasonable terms, or at all. Capital raised through the sale of equity securities may result in dilution to our shareholders. Failure to obtain such additional capital could have an adverse impact on our business strategies and growth prospects. We believe that our current cash and cash equivalents and cash flow from operations will be sufficient to meet our anticipated cash needs for the next 12 months.
We may, however, require additional cash resources due to changed business conditions or other future developments, including any investments, joint ventures or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility.
The sale of additional equity securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. Financing may be unavailable in amounts or on terms acceptable to us, or at all, which could have an adverse impact on our business strategies and growth prospects.
We will be subject to reporting obligations under the U. Our management may conclude that our internal controls over our financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our. Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future.
Prior to this offering, we have been a young, private company with limited accounting personnel and other resources with which to address our internal controls and procedures. As a result, when our independent auditors audited our consolidated combined financial statements for the three years ended December 31, in connection with this offering, they identified a number of control deficiencies in our internal control procedures which, in the judgment of our independent auditors, could adversely affect our ability to record, process, summarize and report financial data consistent with the assertions of our management in the financial statements.
Specifically, the control deficiencies identified by our independent auditors consist of: i an inadequate number of accounting personnel with knowledge of SEC and US GAAP reporting requirements; ii the lack of formal procedures relating to our procurement of supplies, including our procurement of computers and other office equipment; iii inadequate monitoring procedures relating to TV advertising time that we purchase from certain local TV channels; and iv inadequate internal control procedures relating to our investments in marketable securities.
We are in the process of addressing these identified deficiencies, including hiring additional, more experienced accounting and legal personnel. If we fail to timely achieve and maintain the adequacy of our internal controls, we may not be able to conclude that we have effective internal control over financial reporting at a reasonable assurance level. Moreover, effective internal control over financial reporting is necessary for us to produce reliable financial reports and is important to help detect and prevent fraud.
As a result, our failure to achieve and maintain effective internal control over financial reporting could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm our business and negatively impact the trading price of our ADSs.
Risks Related to Our Industry. All of our net revenues are generated by sales of consumer products and services in China. The consumer retail markets in China are characterized by rapidly changing trends and continually evolving consumer preferences and purchasing patterns and power. Various parties have projected substantial future growth in the Chinese economy and Chinese retail consumer markets. If infomercials and the products and services promoted on infomercials are not accepted by TV viewers in China, our ability to generate revenues and sustain profitability could be materially and adversely affected.
In and , we derived We expect that in the future a substantial portion of our future revenues and profits will continue to be dependent upon the receptivity of Chinese TV viewers to infomercials such as our TV direct sales programs and the products and services showcased therein.
As a result, TV viewers in China may be both more likely to mistrust infomercials as a commercial medium and less likely to purchase products or services from TV direct marketers. Table of Contents such as us. If we are unable in the future to increase receptivity for our TV direct sales programs and the products and services showcased therein, our ability to generate revenue and sustain profitability could be materially and adversely affected.
Risks Related to the Regulation of Our Business. PRC regulations relating to our industry are evolving. Any adverse or unanticipated regulatory changes, particularly those regarding the regulation of our direct sales business, could significantly harm our business or limit our ability to operate. We and our distributors are subject to various laws regulating our advertising, including the content of our TV direct sales programs, and any violation of these laws by us or our distributors could result in fines and penalties, harm our product or service brands and result in reduced net revenues.
PRC advertising laws and regulations require advertisers and advertising operators to ensure that the content of the advertising they prepare, publish or broadcast is fair and accurate, is not misleading and is in full compliance with applicable laws.
Specifically, we, as an advertiser or advertising operator, and our distributors, as advertisers, are each required to independently review and verify the content of our respective advertising for content compliance before displaying the advertising through TV sales programs, print media, radio or Internet portals. Moreover, the PRC Unfair Competition Law prohibits us and our distributors from conveying misleading, false or inaccurate information with respect to quality, function, use, or other features of products or services, through advertising.
Violation of these laws or regulations may result in penalties, including fines, confiscation of advertising income, orders to cease dissemination of the advertising, orders to publish an advertisement correcting the misleading information and criminal liabilities. We endeavor to comply, and encourage our distributors to comply, with such requirements. However, we and our distributors may fail to comply with these and other laws.
The local SAFDs have ordered such advertising to be discontinued. Moreover, government actions and civil claims may be filed against us for misleading or inaccurate advertising, fraud, defamation, subversion, negligence, copyright or trademark infringement or other violations due to the nature and content of our TV direct sales programs or other advertising produced by us or our distributors.
We have been fined by the relevant authorities for certain advertising that was considered misleading or false by the authorities, including our advertising for our electronic learning device products. Historically, such fines have not been significant and related investigations into our advertising practices did not consume significant amounts of our management resources.
In some cases, we were required to accept product returns. Due to the nature of this program, consumers could allege that our packaging or TV direct sales programs and other direct sales advertising contain misleading or false recommendations or fail to adequately warn consumers of the risks related to their use of the software in tracking and subsequently trading securities.
Damages, including potential trading losses, sought by consumers could be substantial. We may have to expend significant resources in the. Table of Contents future in defending against such actions and these actions may damage our reputation, result in reduced net revenues, negatively affect our results of operations, even result in our business licenses being suspended or revoked and in criminal liability for us and our officers and directors.
If the PRC government deems that the sales of our stock-tracking software program constitute the provision of securities investment advisory services, our sales of that product may be discontinued. Securities regulations in China require entities that provide securities investment advisory services to the public to obtain a securities investment advisory business license from the CSRC.
However, the definition of securities investment advisory services under the PRC regulations is vague and subject to interpretation. We have no intention of providing securities investment advisory services and do not believe that our sale of this software program constitutes the provision of securities investment advisory services covered by the relevant regulations as our software program is designed to provide technical analysis.
Nevertheless, we have been advised by our special PRC counsel that was engaged specifically to advise us regarding this matter that there is only a small likelihood that the CSRC Shanghai branch will deem our sale of software programs as the provision of securities investment advisory services.
However, if we are deemed to be providing securities investment advisory services to individual investors, we may have violated the PRC regulations. Beginning in May , we discontinued most TV advertisements for this software program. Table of Contents and are seeking its clearance to resume normal advertisements for this program. If the CSRC Shanghai branch or the CSRC at any time in the future takes the view that we have been engaging in the business of providing securities investment advisory services, we may be required to discontinue selling the software program and the CSRC may confiscate all our revenues generated from the sale of such software program and impose a fine against us up to an amount equivalent to the revenues from these sales.
Foreign investment in commercial trading was in the past, and continues to be to a certain extent, highly regulated, with restrictions on foreign ownership, business locations and required capital and experience thresholds. To address these restrictions, two affiliated Chinese entities, Shanghai Network and Beijing Acorn, hold the licenses required to operate our direct sales and wholesale distribution businesses.
Our three affiliated Chinese entities mentioned immediately above are currently owned by two PRC citizens, Don Dongjie Yang, our president and one of our directors, and David Chenghong He, one of our executive officers. We have entered into contractual arrangements with these affiliated entities pursuant to which our wholly owned subsidiary, Acorn Information, provides technical support and operation and management services to these affiliated entities.
In addition, we have entered into agreements with these affiliated entities and Don Yang and David Chenghong He, as their shareholders, providing us substantial ability to control each of these affiliated entities. If we, Acorn Information, or any of our affiliated entities are found to be in violation of any existing or future PRC laws or regulations or fail to obtain or maintain any of the required licenses, permits or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with these violations, including, among others:.
The contractual arrangements with our three affiliated Chinese entities and their shareholders, Don Dongjie Yang and David Chenghong He, which relate to critical aspects of our operations, may not be as effective in providing operational control as direct ownership.
In addition, these arrangements may be difficult and costly to enforce under PRC law. Direct ownership would allow us, for example, to directly exercise our rights as a shareholder to effect changes in the board of each affiliated entity, which, in turn, could effect changes, subject to any applicable fiduciary obligations, at the management level. However, under the current contractual arrangements, as a legal matter, if any affiliated entity or Don Dongjie Yang or David Chenghong He fails to perform its or his respective obligations under these contractual arrangements, we may have to incur substantial costs and expend significant resources to enforce those arrangements, and rely on legal remedies under PRC law.
These remedies may include seeking specific performance or injunctive relief, and claiming damages, any of which may not be effective. For example, if either Don Dongjie Yang or David Chenghong He refuses to transfer his equity interest in any affiliated entity to us or our designee when we exercise the purchase option pursuant to these contractual arrangements, or if either Don Dongjie Yang or David Chenghong He otherwise acts in bad faith toward us, we may have to take legal action to compel him to fulfill his contractual obligations.
In addition, as each of our three affiliated entities is jointly owned and effectively managed by Don Dongjie Yang and David Chenghong He, it may be difficult for us to change our corporate structure or to bring claims against any affiliated entity or Don Dongjie Yang or David Chenghong He if any of them fails to perform its or his obligations under the related contracts or does not cooperate with any such actions by us.
All of these contractual arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration in the PRC. Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements.
In the event we are unable to enforce these contractual arrangements, which relate to critical aspects of our operations, we may be unable to exert effective control over our operating entities, and our ability to conduct our business may be negatively affected. Regulations relating to offshore investment activities by PRC residents may increase the administrative burden we face and create regulatory uncertainties that could restrict our overseas and cross-border investment activity, and a failure by our shareholders who are PRC residents to make any required applications and filings pursuant to such regulations may prevent us from being able to distribute profits and could expose us and our PRC resident shareholders to liability under PRC law.
The regulation applies to our shareholders who are PRC residents and also applies to our prior and future offshore acquisitions. If a PRC shareholder with a direct or indirect stake in an offshore parent company fails to make the required SAFE registration, the PRC subsidiaries of such offshore parent company may be prohibited from making distributions of profit to the offshore parent and from paying the offshore parent proceeds from any reduction in capital, share transfer or liquidation in respect of the PRC subsidiaries.
Further, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for violation of the relevant rules relating to transfers of foreign exchange. We have already notified our shareholders, and the shareholders of the offshore entities in our corporate group, who are PRC residents to urge them to make the necessary applications and filings, as required under this regulation.
However, as a result of the newness of the regulation and uncertainty concerning the reconciliation of the new regulation with other approval requirements, it remains unclear how the regulation, and any future legislation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities.
We are committed to complying, and to ensuring that our shareholders who are subject to the regulation comply, with the relevant rules. However, we cannot assure you that all of our shareholders who are PRC residents will comply with our request to make or obtain any applicable registrations or approvals required by the regulation or other related legislation. Our corporate structure may limit our ability to receive dividends from, and transfer funds to, our PRC subsidiaries, which could restrict our ability to act in response to changing market conditions and reallocate funds from one affiliated PRC entity to another in a timely manner.
We are a Cayman Islands holding company and substantially all of our operations are conducted through our 11 PRC subsidiaries and three Chinese affiliated entities. We rely on dividends and other distributions from our PRC subsidiaries to provide us with our cash flow and allow us to pay dividends on the shares underlying our ADSs and meet our other obligations.
Current regulations in China permit our PRC subsidiaries to pay dividends to us only out of their accumulated distributable profits, if any, determined in accordance with their articles of association and PRC accounting standards and regulations. The ability of these subsidiaries to make dividends and other payments to us may be restricted by factors that include changes in applicable foreign exchange and other laws and regulations.
Such cash reserve may not be distributed as cash dividends. In addition, if any of our 11 PRC operating subsidiaries incur debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us. Moreover, the profit available for distribution from our Chinese operating subsidiaries is determined in accordance with generally accepted accounting principles in China.
As a result, we may not have sufficient distributions from our PRC subsidiaries to enable necessary profit distributions to us or any distributions to our shareholders in the future, which calculation would be based upon our financial statements prepared under US GAAP. Distributions by our PRC subsidiaries to us other than as dividends may be subject to governmental approval and taxation. In addition, it is not permitted under Chinese law for our PRC subsidiaries to directly lend money to each other.
Therefore, it is difficult to change our capital expenditure plans once the relevant funds have been. Table of Contents remitted from our company to our PRC subsidiaries. These limitations on the free flow of funds between us and our PRC subsidiaries could restrict our ability to act in response to changing market conditions and reallocate funds from one Chinese subsidiary to another in a timely manner.
All of our business operations are conducted in China and all of our revenues are derived from our marketing and sales of consumer products and services in China. Accordingly, our results of operations, financial condition, and future prospects are subject to a significant degree to economic, political and social conditions in China.
The PRC economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past three decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources.
Some of these measures benefit the overall PRC economy, but may also have a negative effect on us. For example, our financial condition and results of operation may be adversely affected by changes in tax regulations applicable to us. Since early , the PRC government has implemented certain measures to control the pace of economic growth. Such measures may cause a decrease in the level of economic activity in China, including a decline in individual spending activities, which in turn could adversely affect our results of operational and financial condition.
The discontinuation of any of the preferential tax treatments and government subsidies available to us in the PRC could materially and adversely affect our results of operations and financial condition. The local tax authorities of Pudong do not have express authority to issue such local rules or adopt such local policies. If these. Table of Contents local rules and policies are deemed in violation of national laws and regulations, they may be abolished or altered. The new tax law will become effective on January 1, Following the effectiveness of the new tax law, some of our PRC subsidiaries and affiliated entities, including Shanghai Advertising, Acorn Information and Shanghai Yimeng, may no longer be able to enjoy the preferential tax rates presently offered to them.
As the law was newly issued and no implementing rules have been promulgated to date, we are still evaluating its impact on us. The contractual arrangements entered into among Acorn Information, each of our consolidated affiliated entities and their shareholders may be subject to audit or challenge by the PRC tax authorities; a finding that Acorn Information or our consolidated affiliated entities owe additional taxes could substantially reduce our net earnings and the value of your investment.
The PRC legal system embodies uncertainties which could limit the legal protections available to you and us. Table of Contents forms of foreign investment in China. Nine of our 11 PRC operating subsidiaries are foreign invested enterprises incorporated in China. They are subject to laws and regulations applicable to foreign investment in China in general and laws and regulations applicable to foreign-invested enterprises in particular. However, these laws, regulations and legal requirements change frequently, and their interpretation and enforcement involve uncertainties.
For example, we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems.
In addition, such uncertainties, including the inability to enforce our contracts, could materially and adversely affect our business and operations. Furthermore, the PRC legal system is based in part on government policies and internal rules some of which are not published on a timely basis or at all that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until some time after the violation.
In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. Furthermore, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the PRC legal system, particularly with regard to the media, advertising and retail industries, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws.
These uncertainties could limit the legal protections available to us, and our foreign investors, including you. Restrictions on the convertibility of Renminbi into foreign currency may limit our ability to make dividends or other payments in U. Because our revenues are generated in Renminbi and our results are reported in U. This modification has resulted in an approximate 7.
While the international reaction to the Renminbi revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further reevaluation and a significant fluctuation of the exchange rate of Renminbi against the U. As all of our net revenues are recorded in Renminbi, such a potential future devaluation of Renminbi against the U.
Table of Contents As we rely entirely on dividends paid to us by our PRC operating subsidiaries, and since our net revenues are generated in Renminbi while our results are reported in U. You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based on United States or other foreign laws against us, our management or the experts named in the prospectus.
We conduct all of our operations in China and all of our assets are located in China. In addition, all of our directors and executive officers reside within China. As a result, it may not be possible to effect service of process within the United States or elsewhere outside China upon some of our directors and senior executive officers, including with respect to matters arising under U. Adverse public health epidemics or pandemics could disrupt businesses and national economies in China.
For example, from December to June , China and certain other countries experienced an outbreak of a new and highly contagious form of atypical pneumonia now known as severe acute respiratory syndrome, or SARS.
The World Health Organization has announced that there is a high likelihood of an outbreak of avian flu, with the potential to be as disruptive if not more disruptive than SARS. Any recurrence of the SARS outbreak, an avian flu outbreak, or development of a similar health hazard in China, may deter people from congregating in public places, with severely disruptive effects on consumer spending.
In addition, health or other government regulation may require temporary closure of our offices and operations. Lastly, such outbreak may cause the sickness or death of our key management and employees. Any of such occurrences would adversely affect our business and results of operations. An active trading market for our ordinary shares or our ADSs may not develop and the trading price for our ADSs may fluctuate significantly.
If an active public market for our ADSs does not develop after this offering, the market price and liquidity of our ADSs may be adversely affected. A liquid public market for our ADSs may not develop. The initial public offering price for our ADSs was determined by negotiation between us and the underwriters based upon several factors. The price at which the ADSs are traded after this offering may decline below the initial public offering price, meaning you may experience a decrease in the value of your ADSs regardless of our operating performance or prospects.
If we were involved in a class action suit, it could divert the attention of senior management, and, if adversely determined, could have a material adverse effect on our results of operations. If our existing shareholders sell, indicate an intention to sell, or are perceived to intend to sell, substantial amounts of our ordinary shares in the public market after the day contractual lock-up period, and other legal restrictions on resale discussed in this prospectus lapse, the trading price of our ordinary shares could decline below the initial public offering price.
Upon closing of this offering, we will have 89,, outstanding ordinary shares. Securities Act of , as amended, or the Securities Act. If these additional shares are sold, or if it is perceived that they will be sold in the public market, the trading price of our ordinary shares could decline.
You will experience immediate and substantial dilution in the net tangible book value of the shares you purchase in this offering. Based on assumptions as to our projections of the value of our outstanding stock during the year and our use of the proceeds of the initial public offering of our ADSs or shares and of the other cash that we will hold and generate in the ordinary course of our business throughout taxable year , we do not expect to be a PFIC for the taxable year Holder, you would generally be taxed at higher ordinary income rates, rather than lower capital gain rates, if you dispose of ADSs or shares for a gain in a later year, even if we are not a PFIC in that year.
In addition, a portion of the tax imposed on your gain would be increased by an interest charge. Moreover, if we were classified as a PFIC in any taxable year, you would not be able to benefit from any preferential tax rate with respect to any dividend distribution that you may receive from us in that year or in the following year.
Finally, you would also be subject to special U. We cannot assure you that we will not be a PFIC for or any future taxable year. For more information on the U. You may lose some or all of the value of a distribution by the depositary if the depositary cannot convert RMB into U. The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities after deducting its fees and expenses.
You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. The depositary will convert any cash dividend or other cash distribution we pay on the ordinary shares into U.
If that is not possible or if any approval from any government is needed and cannot be obtained, the depositary is allowed to distribute RMB only to those ADS holders to whom it is possible to do so. However, it will not invest RMB and it will not be liable for interest.
In addition, if the exchange rates fluctuate during a time when the depositary cannot convert RMB at the time of such distribution for regulatory or other reasons, the ADS holders who have not been paid may lose some or all of the value of the distribution. The sale, deposit, cancellation and transfer of the ADSs issued after an exercise of rights may be restricted under applicable U.
The trading prices of our ADSs are likely to be volatile and could fluctuate widely in response to factors beyond our control. In particular, the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States may affect the volatility in the price of and trading volumes for our ADSs. Recently, a number of PRC companies have listed their securities, or are in the process of preparing for listing their securities, on U.
Some of these companies have experienced significant volatility, including significant price declines in connection with their. Table of Contents initial public offerings. These broad market and industry factors may significantly affect the market price and volatility of our ADSs, regardless of our actual operating performance. In addition to market and industry factors, the price and trading volume of our ADSs may be highly volatile for specific business reasons.
Factors such as variations in our financial results, announcements of new business initiatives by us or by our competitors, recruitment or departure of key personnel, distributors and suppliers, changes in the estimates of our financial results or changes in the recommendations of any securities analysts electing to follow our securities or the securities of our competitors could cause the market price for our ADSs to change substantially.
Any of these factors may result in large and sudden changes in the trading volume and price for our ADSs. Recent volatility in global capital markets could lead to substantial losses to investors. The trading prices for our ADSs may be materially and adversely affected by the performance in and fluctuations of such benchmarks. Additionally, volatility in global capital markets may affect overall investor sentiment towards our ADSs, which could also negatively affect the trading prices for our ADSs.
Our amended and restated memorandum and articles of association include provisions that could limit the ability of others to acquire control of us, modify our structure or cause us to engage in change-of-control transactions. These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of us in a tender offer or similar transaction.
For example, our board of directors will have the authority, without further action by our shareholders, to issue preferred shares in one or more series and to fix the powers and rights of these shares, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights associated with our ordinary shares.
Preferred shares could thus be issued quickly with terms calculated to delay or prevent a change in control or make removal of management more difficult. In addition, if our board of directors issues preferred shares, the market price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be adversely affected. Table of Contents We are a Cayman Islands company and, because judicial precedent regarding the rights of shareholders is more limited under Cayman Islands law than under U.
Our corporate affairs are governed by our amended and restated memorandum and articles of association, the Cayman Islands Companies Law and the common law of the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands.
The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States.
In particular, the Cayman Islands has a less developed body of securities laws than the United States. In addition, some U. The Cayman Islands courts are unlikely:. You will have limited ability to bring an action against us or against our directors and officers, or to enforce a judgment against us or them, because we are incorporated in the Cayman Islands, because we conduct a majority of our operations in China and because the majority of our directors and officers reside outside the U.
We are incorporated in the Cayman Islands, and conduct substantially all of our operations in China through our subsidiaries established in China. Most of our directors and officers reside outside the United States and substantially all of the assets of those persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the Cayman Islands or in China in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise.
Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers. Table of Contents Unlike many jurisdictions in the United States, Cayman Islands law does not specifically provide for shareholder appraisal rights on a merger or consolidation of a company. This may make it more difficult for you to assess the value of any consideration you may receive in a merger or consolidation or to require that the offeror give you additional consideration if you believe the consideration offered is insufficient.
Shareholders of Cayman Islands exempted companies such as ourselves have no general rights under Cayman Islands law to inspect corporate records and accounts or to obtain copies of lists of shareholders of these companies. Our directors have discretion under our articles of association to determine whether or not, and under what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders.
This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest. As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a U.
Your ability to protect your rights as shareholders through the U. Cayman Islands companies may not have standing to initiate a derivative action in a federal court of the United States. As a result, your ability to protect your interests if you are harmed in a manner that would otherwise enable you to sue in a United States federal court may be limited.
We have not determined a specific use for a portion of the net proceeds from this offering and we may use these proceeds in ways with which you may not agree. We have not determined a specific use for a portion of the net proceeds of this offering. Our management will have considerable discretion in the application of these proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.
You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for corporate purposes that do not improve our profitability or increase our ADS price.
The net proceeds from this offering may also be placed in investments that do not produce income or that lose value. Holders of our ADSs may only exercise their voting rights with respect to the underlying ordinary shares in accordance with the provisions of the deposit agreement. Upon receipt of voting instructions from a holder of ADSs in the manner set forth in the deposit agreement, the depositary will endeavor to vote the underlying ordinary shares in accordance with these instructions.
Under our amended and restated memorandum and articles of association and Cayman Islands law, the minimum notice period required for convening a general meeting is ten days. In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner.
We will make all reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote.
As a result, you may not be able to exercise your right to vote and you may lack recourse if your ordinary shares are not voted as you requested. You may not receive distributions on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you.
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When it comes to investment accounts and taxes, there are generally three categories, says Matt Rosenberg, a certified public accountant and a member of the American Institute of CPAs' Financial Literacy Commission:.
Tax-exempt accounts. You'll make contributions with after-tax dollars, but then, "investments held in these types of accounts can grow tax-free and are withdrawn tax-free," Rosenberg says. Tax-deferred accounts. These include traditional IRAs and k plans , among others. You'll make these contributions with pretax dollars, meaning you'll get a tax break in the year you contribute , Rosenberg explains.
Taxable accounts: Rosenberg describes this as the least tax-friendly account category , composed of individual investment accounts you'd open through a brokerage. You use after-tax dollars to buy investments, and you'll pay taxes annually based on factors like your portfolio's income, and any profit or loss you take if you choose to sell some of your investments. There are also accounts, like s and health savings accounts HSAs , that don't fit neatly into one category.
With a , for example, there's no tax break on contributions at the federal level, although many states offer deductions or credits. The money grows tax-free and can be withdrawn tax-free for qualified educational expenses. HSAs have a triple tax advantage : Contributions are either pretax or deductible, grow tax-free, and can be withdrawn tax-free for qualified medical expenses.
When it comes to tax-prep time, most of the attention is on those taxable brokerage accounts. Different investments produce different kinds of taxable income throughout the year. You might receive:. If you're selling investments in a taxable investment account, you'll also need to be aware of how those profits or losses are treated at tax time. To figure that out, it helps to understand the term capital gains, says Mark Prendergast, a certified public accountant and a certified financial planner at Inspired Financial in Huntington Beach, California.
The amount you'll be taxed on capital gains depends on how long you have held an investment, Rosenberg says:. While it may be discouraging to lose money on an investment, selling at a loss can actually help you pay less in taxes. Investors can use capital losses to offset capital gains at tax time. While April 15 may seem far away, now is the time of year when brokerage firms start sending out documents detailing your investment income and capital gains for Understanding what you're looking for can help you get ready to file.
Start investing your spare change into your future and then grow with us from there. All investments involve risk, including loss of principal. The contents presented herein are provided for general investment education and informational purposes only and do not constitute an offer to sell or a solicitation to buy any specific securities or engage in any particular investment strategy.
Acorns is not engaged in rendering any tax, legal, or accounting advice. Please consult with a qualified professional for this type of advice. Any references to past performance, regarding financial markets or otherwise, do not indicate or guarantee future results. Forward-looking statements, including without limitations investment outcomes and projections, are hypothetical and educational in nature. Acorns Support. Do I have to pay taxes on money I make through my Acorns account?
This is provided for informational purposes only. Acorns does not provide tax or legal advice. You should consult with a tax or legal professional to address your particular situation. In general, when we earn money from our investments, Uncle Sam wants his cut, too—just like with the re To help your money grow, we invest some of it in assets linked to real estate.
They tend to be affected less by dips in the market, and their dividends tend to be higher. But, they take a little longer to report their annual results. To ensure that your form reflects the most up-to-date f Using your comput The MISC form lists money not earned through an employer, like when you get a bonus for referring friends Please note that we will not be sending your MISC form through physical mail.
Select acorns investment taxes by state state from the when you retire, you may your options for a retirement. Fourteen states currently exempt pension help determining which states are. Forexpf quote show php in dreamweaver important retirement news and menu above to learn about owe taxes on them. Many types of state taxes income taxes very differently. Note: This information applies to tax on Social Security income. In addition to state taxes state and local taxes that impact an affordable retirement or. Be sure to talk to your CPA or tax professional income entirely in The Hall tax on bond and note applies to you be wholly repealed at that. Use this guide to get income entirely for qualified individuals. We explain a variety of on retirement benefits, consider others existing tax burdens where you. Other states provide only partial State for Retirement to narrow have to pay all of.Round Up investments are transferred from your linked funding source (checking account) to your Acorns Invest account, where the funds are invested into a. Yes, you may need to pay taxes on realized capital gains, dividends received, and other transactions occurring in your Acorns account. Just like your income, your investments are subject to taxes. there's no tax break on contributions at the federal level, although many states.