FOR THE TRANSITION FROM _______ TO ________.

 

COMMISSION FILE NUMBER: 001-34799

 

AOXIN TIANLI GROUP, INC.

 (Exact name of registrant as specified in its charter)

 

British Virgin Islands	N/A
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Part I

 

Item 1. Business

 

Our Company

 

We are a diversified company engaged in hog farming, the manufacture and marketing of electro-hydraulic servo-valves and the development of optical fiber hardware and software solutions for the security and protection industry.

 

Prior to July 2014, we were engaged exclusively in the business of breeding, raising, and selling hogs in the Wuhan City area of the PRC. We also distribute specialty processed black hog products under our self-developed trademark Xiduhei, through supermarkets and to restaurants, hotels and other outlets, and sell specialty processed black hog meat through the internet. We conduct our hog breeding operations through Wuhan Fengze Agricultural Science and Technology Development Co., Ltd. (“Fengze”), a wholly-owned subsidiary of Wuhan Aoxin Tianli Enterprise Investment Management Co., Ltd., our wholly foreign-owned enterprise, or WFOE, and its subsidiary, Hubei Tianzhili Breeder Hog Co., Ltd. (“Tianzhili”). Our efforts are focused on growing healthy, hearty hogs, including regular hogs and black hogs, for sale for breeding and meat purposes.

 

During 2014, Fengze owned and operated nine commercial farms in the Wuhan City area and one commercial farm in Enshi Autonomous Prefecture, Hubei Province. In addition, one of Fengze’s subsidiaries, Tianzhili, operates in the Enshi Autonomous Prefecture (“Enshi”). On March 22, 2014, Fengze entered into an equity purchase agreement with Tianzhili’s 40% interest holder, XMRJ LLP, to purchase the 40% interest of Tianzhili for RMB 6,666,700 or $1,083,100. As a result of the equity purchase agreement , Tianzhili became Fengze’s wholly-owned subsidiary. Tianzhili mainly raises and sells black hogs in conjunction with local hog farmers in Enshi. In addition, it distributes black hogs through supermarkets, including Zhongbai, Xinyijia and Wushang Mart, and to restaurants, hotels and other outlets in the greater Wuhan City area.

 

Prior to June 20, 2014, we controlled and consolidated the operations of Fengze through a series of contractual agreements as a variable interest entity or VIE.

 

On June 6, 2014, WFOE entered into a share purchase agreement with the principal stockholders of Fengze whereby WFOE would acquire 100% of the equity of Fengze. On June 20, 2014, the Wuhan Municipal Commission of Commerce approved the ownership change and it was declared effective by the Wuhan Administrator for Industry & Commerce. WFOE acquired Fengze and became the holder of 100% of the equity interest of Fengze, and Fengze effectively became the wholly-owned subsidiary of the Company.

 

On June 20, 2014, WFOE, Fengze, and Fengze’s former principal stockholders entered into a termination agreement to terminate the Entrusted Management Agreement, Pledge of Equity Agreement, and Option Agreement made on December 1, 2009, pursuant to which WFOE previously controlled Fengze. For a description of these agreements, see “Item 13 -Certain Relationships and Related Transactions.”

 

In July 2014, our management determined to diversify our operations by acquiring various emerging high technology companies.

 

On July 15, 2014, we acquired 88% of the equity of Hubei Hang-ao Servo-valve Manufacturing Technology Co., Ltd. (“Hang-ao”), a Chinese limited liability company engaged in the manufacture and marketing of electro-hydraulic servo-valves and related servo systems and components located in Xiangyang, Hubei Province, from the former owners of Hang-ao, for consideration of $9,055,605, including RMB 42 million or approximately $6.8 million in cash and 1,047,000 of our common shares. The acquisition agreement includes a three year “earn out payment” provision which requires Hang-ao to reach certain levels of net income for the years 2014, 2015, and 2016 for the sellers to retain the 1,047,000 common shares. The target net incomes are RMB 4.5 million ($733,000), RMB 9 million ($1.5 million), and RMB 15 million ($2.4 million) for the years of 2014, 2015, and 2016, respectively. On November 11, 2014, we sold 100% of the equity of Hang-ao’s wholly-owned subsidiary, Beijing Sanqiang Tongwei Electromechanical Hydraulic Technology Development Co., Ltd. (“Sanqiang”) to Mr. Fawei Qiu, who previously held 12% of the equity of Hang-ao, for RMB 24 million or $3,906,759 in cash.

 

 

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On August 26, 2014, we acquired 95% of the equity of Wuhan Optical Valley Orange Technology Co., Ltd. (“OV Orange”), a corporation organized under the laws of the People’s Republic of China focused on delivering next-generation optical fiber hardware and software solutions for the security and protection industry located in Wuhan, from the former owners of OV Orange, for 2,552,000 of our common shares, valued at $4,976,400. Under the terms of the acquisition agreement, 403,000 of those shares, which were to be issued to Mr. Hai Liu, CEO of OV Orange and the former beneficial owner of 7,500,000 (representing 15% of the outstanding) OV Orange shares, were deposited in escrow (the “Escrow Shares”), subject to the attainment by OV Orange of certain agreed upon net profit targets for the years ended December 31, 2014, 2015 and 2016. Specifically, Mr. Liu will be entitled to the Escrow Shares only if OV Orange achieves net profits equal to not less than 90% of RMB 2.6 million, RMB 6.8 million and RMB 10.5 million for the years ending December 31, 2014, 2015, and 2016, respectively. If the net profits of OV Orange in any of the three target years are less than 90% of the target, the number of Escrow Shares to be issued to Mr. Liu will be reduced in accordance with a formula set forth in the acquisition agreement.

 

If the net profit targets set forth in the acquisition agreement are achieved for all three years Mr. Liu and Mr. Jin Wu, the record holder of 806,000 of our common shares issued in exchange for 30% of the OV Orange shares, shall have the right to exchange shares those for up to 7,500,000 and 15,000,000 shares, respectively, of OV Orange shares purchased by us during the three month period commencing March 16 and terminating June 15, 2017. The ratio at which the OV Orange shares may be acquired by Mr. Liu or Mr. Wu is based upon the relative fair market values of our common shares and the shares of OV Orange at the time of the re-purchase, except that if the value of the common shares issued to Mr. Liu or Mr. Wu is less than the value of the shares of OV Orange he is entitled to receive, he can receive all of the OV Orange shares by delivering all of his common shares, but no additional consideration will be given to him.

 

As a result of the completion of the transaction, OV Orange became a 95% owned subsidiary of the Company, with the remaining 5% equity interest owned by Hubei Aoxin Science & Technology Group Co., Ltd., a company whose Chairman and principal shareholder is Ping Wang, the Company’s Chairman and CEO. As a result of its acquisition of 1,075,000 common shares of the Company in exchange for the 22,500,000 (representing 40% of the outstanding) OV Orange shares pursuant to the acquisition agreement and its purchase from us of an additional 3,000,000 common shares on August 21, 2014 for a purchase price of $7,200,000, or $2.40 per share, Hubei Aoxin Science and Technology Group Co., Ltd., owns a total of 4,075,000 common shares, representing approximately 12.28% of our common shares.

 

On November 12, 2014, we sold 100% of the equity of OV Orange’s wholly-owned subsidiary, Wuhan Orange Optical Networking Technology Development Co., Ltd., to Mr. Deming Liu and Hubei Aoxin Science and Technology Group Co., Ltd., for RMB 1,000,000, or $161,030 in cash.

 

Corporate Information

 

Our principal executive office is located at Suite K, 12th Floor, Building A, Jiangjing Mansion, 228 Yanjiang Ave., Jiangan District, Wuhan City, Hubei Province, China 430010. Our telephone number is (+86) 27 8274 0726 and our Fax number is (+86) 27 8274 1687. Our website address is www.aoxintianli-china.com.

 

 

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Our Corporate Structure

 

Aoxin Tianli is a holding company incorporated in the British Virgin Islands in November 2009. Aoxin Tianli owns all of the outstanding capital stock of HC Shengyuan Limited (“HCS”), which was incorporated in Hong Kong in November 2009 as a limited liability company. HCS, in turn, owns all of the outstanding capital stock of Wuhan Aoxin Tianli Enterprise Investment Management Co., Ltd., or WFOE, which was incorporated in 2005 as a domestic Chinese company. In January 2010, the Wuhan Administrator for Industry and Commerce, and the Wuhan Municipal Commission of Commerce approved the transfer of all of the equity of WFOE to HCS, at which time WFOE became a wholly foreign-owned enterprise. Fengze was organized in 2005 as a domestic limited liability company in China. Tianzhili was incorporated in 2011 as a domestic limited liability company in China. Fengze owns 100% of the equity interests of Tianzhili.

 

In 2014, we completed two acquisitions to diversify our business operations. As a result, we became the holder of 88% of the equity of Hubei Hang-ao Servo-valve Manufacturing Technology Co., Ltd. (“Hang-ao”) and 95% of the equity of Wuhan Optical Valley Orange Technology Co., Ltd. (“OV Orange”).

 

 

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Our current corporate structure is as follows:

 

 

Hog Farming Business

Fengze entered the hog breeding and production business in 2005 when it built its first hog farm. Fengze now currently owns and operates nine commercial farms in Wuhan and one farm in Enshi Tujia and Miao Autonomous Prefecture of Hubei Province. Our ten farms, in the aggregate, have an annual production capacity of approximately 150,000 hogs. We conduct genetic, breeding and nutrition research to improve our hog production capabilities. Our animal nutrition research consists of the development of a premix we feed our hogs. In coordination with a local institute, we developed this product to improve our feed to meat conversion ratio, thus reducing our feed costs, and to improve the health of our hogs.

 

Beginning in the second quarter of 2013, we also started to market and distribute fresh black hog meat products through supermarkets and to hotels, restaurants and other retailers. In July 2014, we initiated sales of specialty processed black hog meat through the internet. We market our fresh black hog meat products through Hubei Tianzhili Breeder Hog Co., Ltd. (“Tianzhili”), a wholly owned subsidiary of WFOE, and use a self-developed trademark, Xiduhei.

 

We believe we have developed a reputation for quality in our market by investing in high quality breeding stock and in technology to improve the health of our hogs by, for example, using temperature controls to increase comfort and to speed piglet rearing, and by creating a biofeed premix that has improved our success in growing hogs while reducing costs. We believe we have a reputation for low pollution by virtue of receiving a certificate of pollution-free agricultural product from Hubei province. We believe we have a reputation for low-additive pork products as a result of the use of our biofeed premix, which allows us to reduce our reliance on antibiotics, and by efforts we have undertaken to reduce disease risks among our hogs without relying upon chemicals, such as maintaining geographic separation between our farms to prevent cross-contamination.

 

 

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In an effort to significantly increase the scale of our operations, in 2012 we concluded a series of agreements (the “Exclusivity Agreements”) with the Animal Husbandry and Veterinary Bureau of Enshi Tujia and Miao Autonomous Prefecture of Hubei Province, the Animal Husbandry and Veterinary Bureau of Xianfeng County of Hubei Province, the Xuwang Hog Farming Professional Cooperatives of Xianfeng County, and the Qiming Hog Farming Professional Cooperatives of Xianfeng County, whereby we were granted the exclusive right to breed and sell Enshi black hogs in Enshi Autonomous Prefecture in Hubei Province.   The agreements call for the joint development, funding and operation of local cooperatives in the Enshi Autonomous Prefecture in Hubei Province whereby the Company, the relevant governmental agencies and the cooperatives will assist participating farmers to breed and raise Enshi black hogs which will be purchased by the Company for resale as meat hogs or retained or sold as breeders at the Company’s discretion. If successfully implemented, this program should allow us to profit from the black hogs grown by the participating farmers who will be obligated to purchase feed, vaccines and other supplies from us and then sell us their hogs at a price which is comparable to the costs at which we currently grow our own hogs.

The Exclusivity Agreements envision that we will work with the Animal Husbandry and Veterinary Bureaus of Xianfeng County and Enshi Tujia and Miao Autonomous Prefecture, respectively, to develop a regional breeding and distribution program whereby local farmers will be trained and supervised by us, the relevant governmental agencies and their cooperatives in raising a breed of black hogs genetically developed and monitored by us with the approval of the local government agency. By the end of the first quarter of 2014 we had funded and completed the construction of 798 farms for local farmers. Achievement of any of the program’s goals and the need for financing are dependent upon the participation, cooperation and skills of local farmers. Given the long term of this project, it is likely that there will be continued negotiation of various issues that arise during the life of the project. After providing the financing necessary for completion of the construction for 798 farms, we decided to temporarily stop providing capital to the program and focus on our black hog retail operations and now the acquisition of companies in other industries.

China’s Hog Industry

China’s hog industry is in the midst of a transition from a large number of relatively small farms, to larger, more commercial farms. Meat hog production in the PRC is currently dominated by backyard farms (those that sell 5-10 hogs annually) and small farms (those that sell less than 100 hogs annually). We believe that farms that sell less than 100 hogs per year comprise approximately 75% of the hog farms in China and account for approximately one-third of the hogs sold annually in China. Farms that sell between 100 and 500 head a year account for approximately 21% of China’s hog farms and approximately one-third of the hogs sold annually in China. Farms that sell between 500 and 3,000 hogs annually represent less than 3% of China’s hog farms but account for approximately 19% of the hogs sold in China. Those that sell more than 3,000 hogs annually account for less than one-half of one percent of all hog farms but sell more than 15% of China’s hogs annually.

According to the USDA, China’s hog industry is transitioning toward larger commercial farms partly as a result of government policies and incentives. We believe that the Company is well positioned to benefit from this trend.

Our Geographic Market

Our farms are located in Wuhan City, which is the capital of and largest city in Hubei Province. With a population of nearly 10 million, Wuhan City is one of China’s ten largest cities, and is considered an important center for economy, trade, finance, transportation, information technology and education in Central China. Wuhan City is located less than 800 miles from Shanghai, Beijing, Guangzhou, Tianjin, Chongqing and Xi’an, some of China’s largest cities. Hubei Province includes thirteen cities that range in population from approximately 300,000 to nearly 10 million residents.

 

Due to its central location, Hubei is well-known in China for the adaptability of its breeder hogs. Breeder hogs from the southern part of China tend to not tolerate the cold weather in northern China; similarly, breeder hogs from the northern part of China tend not to tolerate the heat of southern China. We have found that breeder hogs raised in Hubei tend to adapt well to variations in both north and south of China.

 

 

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Wuhan City’s government was one of the first local governments to provide economic incentives to hog farms that reached certain production levels. Farms located within Wuhan Area that reach an annual production capacity of 10,000 hogs are eligible for a one-time grant of RMB 1.5 million (approximately $230,000). When a farm reaches 20,000 hog capacity, it is eligible for a grant of RMB 3 million (approximately $460,000), less any grant it received when its capacity reached 10,000 hogs.

 

Breeder Hogs and Market Hogs

 

We utilize a variety of purebred hogs at our farms. The primary purebred varieties that we utilize are the Yorkshire, Landrace and Duroc. We breed both purebred and cross-bred hogs in order to attain what we feel are the most desirable traits in the hogs produced in our farms.

 

In 2014 and 2013, 17% and 25%, respectively, of our revenues were derived from regular breeder hog sales, and 38% and 55%, respectively, were from regular market hog sales. In 2014, we generated 29%, 2%, and 3% revenues from black market hog, black breeder hog, and processed black pork products, respectively. Breeder hogs are sold to other hog farms throughout China for use in their reproductive programs, and used in our own farms as breeder sows. We prefer to sell hogs as breeders, as they command a higher price and are sold when they are younger and have consumed less feed and other resources, leading to a higher profit margin than market hogs. Breeder hogs weigh approximately 110 – 120 pounds at the time of sale while market hogs weigh about 220 – 240 pounds.

 

Male hogs are nearly always sold as market hogs as substantially fewer boars are required than sows for breeding purposes. Female hogs that do not meet breeder hog standards are also sold as market hogs.

Our Breeding Efforts

 

A key element of breeding hogs is to utilize sows which are most likely to give birth frequently to large, healthy litters that display the attributes that customers prefer. As a result, we genetically catalogue our sows, so that we can identify purebred and first-cross hogs to maintain our purebred nucleus herd for fidelity to breed standards and to develop the most favorable parent line sows and boars for commercial market hog production.

 

We screen all potential breeders for favorable qualities. We rely on a combination of performance data and visual appraisals of breeder hogs for selection purposes. We index purebred sows monthly and select the top 20% to maintain our nucleus herd. Having established the baseline herd level, we experiment with combinations of boars and sows to continue to improve the characteristics of our hogs.

 

In addition to selecting the most favorable breeding stock, we constantly monitor our breeding sows and replace any that have disease related problems or that display other unfavorable breeding characteristics. A quality sow can give birth for 3 to 4 years, and can give birth 6 to 8.5 times during her life typically to a litter of 10-12 piglets each time. If a sow consistently gives birth to small litters, we remove it from the breeding stock. Likewise, if a sow repeatedly fails to get pregnant during fertile periods or displays false pregnancy (a condition that can last for up to two months) we will remove it from the breeding herd and replace it with a more productive sow.

 

Our Premix

 

We believe one of the most challenging issues in the hog production industry is the growing variety and variability of swine diseases. Many hog farms manage diseases through the use of antibiotic drugs. In addition to administering antibiotics directly, many commercial hog farms also use antibiotics in premix feed, without regard to whether particular hogs require treatment. Heavy use of these drugs in China has resulted in pork with drug residues and excess levels of heavy metals and other contaminants.

 

 

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We seek to avoid the use of what we view as excessive amounts of antibiotics in our hogs. After years of research and development in cooperation with our consultant, Professor Ming Li of China Central Teachers University, we have developed our own premix, which we use instead of commercially available biofeed premixes. Our premix contains no antibiotics and, according to testing by Hubei Province Import and Export Commodity Inspection and Quarantine Bureau, our pork products test negative for drug residues and meet the industry limits for heavy metals.

 

By developing our own premix, we reduced our feed costs. Our premix adds live microbes to swine feed, which we believe result in better absorption of feed and a generally healthier intestinal system. Better absorption of feed results in lower waste and we believe that we have realized a 10% to 12% reduction in feed costs as a result. In addition, because these bacteria improve the hogs’ health, we have seen savings on drug costs of approximately RMB 10 (approximately $1.50) per hog.

 

Our Retailing Efforts

 

Starting in 2013, we expanded our operations to include retail sales of our boxed fresh black hog meat through facilities we maintain at supermarkets and to hotels, restaurants and other retailers.  More recently we initiated sales of specialty processed black hog meat through the internet. We sell our products under our “Xiduhei” trademark through more than 12 supermarkets in Wuhan City and over 10 chain restaurants and hotels, primarily through a combination of a direct sales force and independent distributors. As of December 31, 2014 and 2013, our sales and marketing force consisted of approximately 60 and 70 employees in Wuhan City. Our direct sales force is also supplemented by independent distributors, sales representatives and agents.

 

Our fresh black hog meat marketing efforts focus on building up our brand awareness and customer loyalty. We host various meat tasting events and purchase advertising for TV, website, or print in order to maximize our selling opportunities. We work with distributors to persuade them to design new products to increase our product portfolio and introduce our products to a wider target market.

 

Based on our market research, reliable prompt delivery of boxed fresh black hog meat to our customers in response to orders is one of the major key factors in the sale of fresh pork to restaurants, hotels and other retailers. We utilize an innovative portable thermo cooler to carry our fresh black hog meat as gift box sets and work with a nationwide express shipping company to ensure on time and fresh delivery.

 

Our Hog Farms

 

Fengze built its first hog farm in 2005. At present, we, through Fengze, operate five hog farms with an annual capacity of 20,000 hogs each and five hog farms with an annual capacity of 10,000 hogs each.

Each of our hog farms is designed to raise hogs from breeding through preparation for sale as breeder or market hogs. While there are differences among our farms, they follow the same basic organizational model, with separate buildings dedicated to sow operations, nursery operations and finishing operations. In addition to these specific functional buildings, our farms also feature housing for some of our farmers for the benefit of our farm operations. To minimize the risk of contamination, access to our farms is very limited to outsiders, including Company staff.  To limit the number of personnel that enter our farms, and thus the risk of contamination, we provide on-site housing to a large portion of our farm employees.

 

Each farm has a farm manager who is responsible for monitoring animal care, animal health and equipment. Specialized crews trained in moving hogs assist with the loading, unloading, health care and sanitation for each unit.

 

 

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Servo-Valves Business

We operate our electro-hydraulic servo-valves business through our 88% owned subsidiary, Hubei Hang-ao Servo-valve Manufacturing Technology Co., Ltd. (“Hang-ao”), which we acquired in July 2014.  Hang-ao, established in January 2013, is one of the leading privately-owned electro-hydraulic servo-valve manufacturers in Hubei Province. Electro-hydraulic servo-valves are extensively used in metallurgical machinery, engineering machinery, aviation, numerically-controlled machine tools, thermal power, military projects, petrochemical engineering, plastic products, experimental apparatus and other critical performance devices.

An electro-hydraulic servo valve (EHSV) is an electrically operated valve that controls how hydraulic fluid is ported to an actuator. Servo valves and servo-proportional valves are operated by transforming a fluctuating analogue or digital input signal into a smooth set of movements in a hydraulic cylinder. Servo valves can provide precise control of position, velocity, pressure and force with good post movement damping characteristics.

China’s Servo Valve Industry

Chinese manufacturers have only recently entered the market for servo valves. Beginning in 2000, a few Chinese manufacturers began to develop servo valve systems, often based on foreign products which then dominated the market.  The Chinese servo valves industry is benefiting significantly from the effort to modernize China’s manufacturing sector.  This growth creates an opportunity for domestic manufacturers to enter the market with new products. In 2011, China’s servo market grew to RMB 60 billion and domestic manufacturers captured approximately 16.3% of the market. The market for servo valves declined by 14.9% in 2012 but rebounded by 5% in 2013. It is projected that the portion of the market served by Chinese manufacturers will grow at a CAGR of 9.7% between 2010 and 2018 and reach RMB 8.4 billion by 2018.

Despite the rise of domestic manufacturers,  the market for servo valves in China is still dominated by approximately 10 foreign producers, including the US’s MOOG, Italy’s ATOS,  Germany’s Rexroth and EMG, with MOOG leading the market with about an 80% market share. The major domestic manufacturers, including No. 609 Institute of China National Aviation Corporation, No. 704 Institute of China State Shipbuilding Corporation, No. 18 Institute of Launch Vehicle Technology of China, are state-owned enterprises mainly serving the military market.

 

Our Competitive Advantages

China’s industrial policies encourage and support the development of a private sector to reduce reliance on foreign imports. Through our research and development efforts, we have obtained 7 intellectual property patents in the field of electro-hydraulic servo valves. Our HA series servo valve is characterized with a high performance, dual jet stalls, force feedback flow, and pressure control valve. It is a hydraulic control servo valve which accepts analog signals and correspondingly outputs the hydraulic flow and pressure. With fast dynamic response, high precision control, and longer useful life, our models of HA101, HA102, HA106, HA106A, HA761, and HA113, have been widely used in aviation, aerospace, marine, metallurgy, chemical industry, machinery manufacturing, geological exploration, construction, telecommunications, textile, printing and a variety of laboratory equipment. Our 3,000 units per year production line is now operating and our products have passed the national authority test, and are successfully sold in more than 20 provinces and cities in Henan, Shanxi, Hebei, and Shandong.

Optical Fiber Based Hardware and Software Solutions for the Security and Protection Industry Business

We operate our optical fiber based hardware and software solutions for the security and protection industry through our 95% owned subsidiary, Wuhan Optical Valley Orange Technology Co., Ltd (“OV Orange”), which we acquired in August 2014. OV Orange was established in 2012 in Wuhan City, the cradle of China’s optical communications known as the “Optics Valley of China” and owns core technologies in Optical Fiber Sensing technology, Optical Fiber Access System and Optical Fiber Testing technology. OV Orange is a leading enterprise in this industry and has won the National Technological Invention Award and the Geneva International Invention Gold Award.

 

 

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China’s Security and Protection Industry

The Internet of Things (“IoT”) movement has triggered a third Internet development wave. The concept underlying the Internet of Things is to embed electronics and software in various devices to enable them to network and communicate with other devices. The Security & Protection industry is one of the earliest adopters  of IoT, including applications in information acquisition, sensing (or detection) technology, intelligent analysis and internet based communication. Technologies such as video, GPS and detection devices are commonplace in the Security & Protection Industry. Incorporating communications capabilities and other technologies into such devices can enable them to provide broader coverage and function more intelligently with greater precision. Therefore, through the use of IoT, the security and protection industry will be driven to a  new stage. In recent years, China has also decided to introduce “Smart City” and “Safe City” ideas to its urban development planning which requires a comprehensive networking security system to be used in public works and residential areas.

China’s Security & Protection industry grew at a CAGR of 16% between 2007 and 2013 and reached RMB 388 billion in 2013. It is projected to grow at a CAGR of 20% and to reach RMB 500 billion in 2015. There are increasing demands for security and protection in electric power, petrochemical, military, museums, prisons, airports, and private homes.

Our Geographic Market

Wuhan is the cradle of China’s optical communications industry and enjoys the title “Optics Valley of China”.  In 2001, Wuhan East Lake hi-tech Innovation Development Zone was approved as the National Optoelectronics Information Industry Base. “Optics Valley of China” holds a number of key national laboratories including Wuhan National Optoelectronics Laboratory.

Located in the Optics Valley of China, OV-Orange is the Strategic Alliance unit of National technology innovation platform-“National Engineering Laboratory for the Next-generation Internet Access System” by relying on the research and development advantages of Huazhong University of Science and Technology.

Our Products

Our Optical Fiber vibration Intrusion Alarm System (hereinafter referred as “optical perimeter”, or “optical fiber fence”) is composed of high sensitivity vibration sensing optical fiber cable. The cable can be  installed around a perimeter by way of being hung on a wire fence, embedded-in- or on a wall or buried under ground. Modern methods of signal acquisition, conduction, analysis and monitoring are used to detect movement providing an early warning against intrusion. With advantages of passive energy mode, high reliability, no-blind area, zero alarm failure, low rate of false alarming, no environmental and geographic restrictions, this perimeter security system can be widely used to secure power generation and distribution plants, airports, petrochemical producers, national defense facilities, other manufacturers, commercial buildings, homes  and museums.

Our Optical Fiber Ground-Wave Micro-Vibration Detection and Alarm System (hereinafter referred as “Optical Fiber Ground-Wave”), is a highly sensitive ground wave micro-vibration sensor  which uses optical fiber as its sensing medium.  This micro-vibration sensor is installed underground around the area to be protected, and with advanced techniques of signal collecting, processing and analyzing, it continuingly detects, collects and analyzes micro-vibration signals, to detect invasion and trigger an alarm to initiate protective actions. The system is characterized by its passive energy, reliable performance, no-blind area and zero failure detection. The system effectively filters naturally occurring disturbances such as wind, rain, thunder and lightning. The system has been deemed a major breakthrough in the industry of optical sensing both at home and abroad. This system can be widely applied for the protection of underground cultural relics, oil and gas pipelines, national defense (borderline tunnel digging prevention), and pre-warning of irrigation works projects.

 

OV-Orange has also launched a security camera series “mini-O”. With an intelligent security camera terminal (fixed or mobile) placed at home or in an office, and an application to be installed on smart phones which allows people to monitor their home or office whenever they wish and wherever they are.

 

 

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Our Competitive Advantages

OV Orange has been devoting significant research efforts in the optical fiber sensing, optical fiber access systems and optical fiber test technologies and has won a National Technological Invention Award and the Geneva International Invention Gold Award. Our products can be used in networking security systems, tri-networks integration, and next-generation Internet access. Our Onevo® intelligent optical fiber products have been successfully used in many areas, such as power generation and distribution, historical relics and museum, jail, petrochemical industry, airport, military as well as national defense.

Compared with traditional electrical sensing products, our optical fiber sensing products have the following advantages: (1) Front-end passive, no power supply; (2) Resistant to lightning strike, water-tolerant, no electro-magnetic interference; (3) Detected zones are 9 times more than that of traditional electric sensing products; (4) Zero missed alarms rate and false alarm rate can be minimized; (5) Easy construction, maintenance free, high reliability; (6) Syncretic signal “transmission” and “sensing,” with no loss in signal transmission.

Our Strategies

Hog Farming

 

We plan to enhance our position as one of Wuhan’s largest hog farming companies. We intend to achieve this goal by implementing the following strategies:

 

·

We plan to increase hog production quality and capacity by continuing to upgrade our genetic breeding base.  We plan to purchase and import purebred hogs to improve the genetic strength and diversity of our breeding pool, increasing our ability to maintain quality purebred stock within our breeding operations. This will enable us to breed superior breeding hogs that can be used in our operations or sold to other breeder farms, resulting in improved margins.

·

We intend to develop our sow replacement program to continually replace less-productive sows with more productive ones.   It requires significant effort to identify, track and measure the attributes of our breeder hogs. We have found that the more data we capture, the greater the rewards of our breeding program and the more successful we are in implementing sow replacement strategies, with resulting improvement in operations.

Servo Valves Business

Currently, foreign brands still dominate with about 80% of the servo valves market in China. However, foreign companies face common factors, such as higher market prices as a result of currency fluctuations and difficulty in providing after-sale service which can create opportunities for domestic producers. Through our research and development efforts we have obtained 7 intellectual property patents in the field of electro-hydraulic servo valves which allow us to develop competitive servo valve products in China with lower costs which we believe will provide similar or better performance. Additionally, as a domestic maker, we have a professional technical team to provide complete and comprehensive solutions to our customers in a timely manner both before and after a sale is made.

We are continuing our efforts to develop and implement next-generation servo valves using different torque motor drives or materials to improve structure and produce compact servo valves with higher frequency response and high precision features. The current emphasis of our efforts continues to be on increasing automation features in our existing products and strictly controlling production costs which will enable us to be price competitive.

Optical Fiber Based Hardware and Software Solutions for the Security and Protection Industry Business

We will continue our research efforts in optical fiber sensing, optical fiber access systems and optical fiber test technologies to maintain our industry position. Additionally, we were invited to participate in the establishment of industry standards for optical fiber based hardware in China. Once the standards are established, which is likely to be in 2015, we will be able to build our brand awareness and trust among customers by advertising our adherence to the standards. We will continue to market our products by participating in international and domestic security and protection exhibitions and developing new products with new applications for our optical fiber based hardware and software solutions.

 

 

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We also believe there is significant opportunity to increase our share of monitored security and premises automation in the residential market and the market of small and mid-size businesses. Therefore, we plan to grow our share of residential and business customers by continuing to expand our sales force, supplemented with dedicated commercial sales professionals, and strengthen our business marketing support. We believe these actions will contribute to building a larger, more robust partner network and assist in marketing additional value-added services.

 

Customers

Hog Farming Business

 

Our main customers for breeder hogs consist of farmers who purchase for their own accounts and brokers who sell the hogs to other hog farms and our main customers for market hogs include slaughterhouses and brokers who sell the hogs to slaughterhouses. In 2014 and 2013, none of our customers accounted for more than 10% of our total revenues or segment revenues.

 

Servo-Valves Business

 

Our main customers include industrial machinery manufacturers and brokers who sell our servo valve products to steel makers, aerospace companies, and car manufacturers. No single customer accounted for more than 10% of the our total net revenues during 2014 and 2013. However, during 2014, the following customers accounted for over 10% of our revenues from servo-valves:

		For the Years Ended December 31,
		2014				2013
Hubei Aocheng Casting Materials Co., Ltd.			21%				N/A
Central Aoxin Technology Development Co., Ltd.			14%				N/A
Jianchang Industrial Co., Ltd of Jianghan Oilfield, Qianjiang Branch			11%				N/A

 

Optical Fiber Based Hardware and Software Solutions for the Security and Protection Industry Business

 

Our main customers include operators of airports, railways, power plants, mausoleums, and museums. During 2014, the following customers accounted for over 10% of our revenues from Optical Fiber Based Hardware and Software Solutions:

		For the Years Ended December 31,
		2014				2013
Shenzhen Lianshen Science & Technology Development Co., Ltd			39%				N/A
Hubei Zhongyou Science & Technology Industrial Co., Ltd			36%				N/A

 

Sales and Marketing

Hog Farming Business

 

Purchasers come to our farms to purchase breeder and market hogs. The purchasers of breeder hogs consist of farmers who purchase for their own accounts and brokers who sell the hogs to other hog farms. The purchasers of market hogs include slaughterhouses and brokers who sell the hogs to slaughterhouses. Purchases are paid for at the time of the sale. Purchasers are responsible for transporting hogs from our farms. In this way, we have been able to reduce our transportation costs and risks associated with delivering hogs. Return of product is not permitted.

 

Because we have primarily relied upon having purchasers come to our farms, to date our expenditures on marketing and advertising have not been significant. If our capacity should grow or we should otherwise determine it is in our interests to do so, we may rely more upon advertising and marketing in the future and our expenditures for such efforts will increase.

Servo Valves Business and Optical Fiber Based Hardware and Software Solutions for the Security and Protection Industry Business

 

Our sales and marketing team consists of individuals possessing highly specialized technical expertise. This expertise is required, in order to effectively evaluate a customer’s precision requirements and to facilitate communication between the customer and our engineering staff. Our sales staff is the primary contact with customers. Manufacturer’s representatives are used in the electro hydraulic servo valves market and the security & protection market. Distributors are used selectively in security & protection market.

 

Principal Suppliers

Hog Farming Business

 

The following are the principal suppliers we rely upon to obtain raw materials for hog feed and veterinary supplies. We believe the materials provided by these suppliers are widely available and do not anticipate that we would be unable to obtain these materials from other suppliers in the event they are unable or unwilling to supply our needs.

 

Supplier		Item
Wuhan Zhu Brothers Feed Technology Co., Ltd.		Feed supplies (corn, beans, bran and other commodities)
Wuhan Maozhu Agritech Research Co., Ltd.		Feed supplies
Wuhan Jintudi Feed Co., Ltd		Feed supplies (corn, beans, bran and other commodities)
Wuhan Yukang Food Oil and Feed Co., Ltd.		Feed supplies (corn, beans, bran and other commodities)

Purchases from Wuhan Zhu Brothers Feed Technology Co., Ltd. (“Wuhan Zhu Brothers”) accounted for approximately 32% and 32% of our inventory purchases for our hog businesses in 2014 and 2013, respectively. Purchases from Wuhan Jintudi Feed Co. (“Jintudi”), Ltd. and Wuhan Yukang Food Oil and Feed Co., Ltd. (“Yukang”) in 2014 accounted for 5% and 11%, respectively, of our inventory purchases, as compared to 8% and 16%, respectively, of our 2013 inventory purchases. Purchases from Wuhan Maozhu Agritech Research Co., Ltd. accounted for approximately 18% and 28% of our inventory purchases during 2014 and 2013, respectively.

 

We are not subject to any long-term agreement with Wuhan Zhu Brothers, Jintudi, Yukang and Wuhan Maozhu. All purchases are on a “spot” basis and are not subject to long terms agreements.

 

 

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Servo Valves Business

 

No single supplier accounted for more than 10% of the Company’s total servo valves inventory purchases during 2014 and 2013.

Optical Fiber Based Hardware and Software Solutions for the Security and Protection Industry Business

No single supplier accounted for more than 10% of the Company’s total optical fiber inventory purchases during 2014 and 2013.

Research and Development

Hog Farming Business

 

We focus our research and development efforts on improving the genetic composition of our hogs and the quality of the feed provided to the hogs. As of December 31, 2014, our research and development team consisted of 34 employees who also participate in general administrative functions. In addition, some of our operating employees regularly participate in our research and development programs.

 

In the fiscal years ended December 31, 2014 and 2013, we spent $65,465 and $87,655, respectively, on research and development activities.

Servo-Valves Business

 

As of December 31, 2014, our research and development team consisted of 8 employees. Since we acquired Hang-ao on July 15, 2014, we have spent $53,578 on research and development activities.

Optical Fiber Based Hardware and Software Solutions for the Security and Protection Industry Business

As of December 31, 2014, our research and development team consisted of 10 employees. Since we acquired OV Orange on August 26, 2014, we have spent  $258,159 on research and development activities.

 

Competition

 

We compete based on the price and quality of our products, especially as it pertains to breeder hogs

We believe that Wuhan has 75 farms with annual production capacities of at least 10,000 hogs and, of these, 21 farms have annual production capacities of at least 20,000 hogs. Inclusive of the farms in Wuhan, we believe that Hubei province has approximately 439 hog farms with annual production capacities of 10,000 or more hogs. We believe our annual capacity of approximately 150,000 hogs and our black hog production program makes us one of Hubei province’s largest hog farming companies.

Our business operations in the Emerging Business segment include production of electro-hydraulic servo valves and powerless optical fiber based hardware and software solutions which both are highly competitive markets and industries. Currently, we offer our products in China and consequently have hundreds of competitors when viewed across product offerings. Our competitors include Chinese and non-Chinese companies. In our electro-hydraulic servo valve products, the primary competitors include Moog Inc., Honeywell International, Inc., and Bosch Rexroth AG.

 

 

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The Company believes that it will be able to develop an alliances with key customers based on its advanced technological and engineering capabilities, superior performance in quality, delivery, and service, and price competitiveness. The Company believes that its platform utilizing several core technologies which consist of fluid handling, hydraulics, and process control is a positive factor to compete with large and small competitors.

 

Regulation

 

Restriction on Foreign Ownership

 

The principal regulation governing foreign ownership of businesses in the PRC is the Foreign Investment Industrial Guidance Catalogue, effective December 11, 2007 (the “Catalogue”). The Catalogue classifies various industries into four categories: encouraged, permitted, restricted and prohibited. Hog farming is an encouraged industry. Such a designation offers businesses distinct advantages. For example, businesses engaged in encouraged industries:

·	are not subject to restrictions on foreign investment, and, as such, foreigners can own a majority in Sino-foreign joint ventures or establish wholly-owned foreign enterprises in the PRC;

●	with total investment of less than $100 million, are subject to regional (not central) government examination and approval which are generally more efficient and less time-consuming; and

●	may import certain equipment while enjoying a tariff and import-stage value-added tax exemption.

 

 

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The National Development and Reform Commission and the Ministry of Commerce periodically jointly revise the Catalogue. As such, there is a possibility that our company’s business may fall outside the scope of the definition of an encouraged industry in the future. Should this occur, we would no longer benefit from such designation.

 

Taxation and Subsidies

 

The PRC government has provided tax incentives and subsidies to domestic companies in our industries to encourage the development of agricultural and high technology businesses in China. We have received business tax exemptions or reductions, subsidies, and government incentives in connection with Fengze’s ownership of hog farms, OV Orange’s optical fiber research, and WFOE’s management of those operations. Both Fengze and WFOE were exempted from income taxes for 2014 and prior years and OV Orange enjoyed 15% preferential corporate income rate.

The PRC government authorities may reduce or eliminate these incentives through new legislation or other regulatory actions at any time in the future. In the event that we are no longer exempt from income taxation, our applicable tax rate would increase from 0% or 15% to up to 25%, the standard business income tax rate in the PRC.

 

Regulation of Foreign Currency Exchange and Dividend Distribution

 

Foreign Currency Exchange.   The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations (1996), as amended, and the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996). Under these regulations, Renminbi are freely convertible for current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions, but not for most capital account items, such as direct investment, loans, repatriation of investment and investment in securities outside China, unless the prior approval of SAFE or its local counterpart is obtained. In addition, any loans to an operating subsidiary in China that is a foreign invested enterprise, cannot, in the aggregate, exceed the difference between its respective approved total investment amount and its respective approved registered capital amount. Furthermore, any foreign loan must be registered with SAFE or its local counterparts for the loan to be valid. Any increase in the amount of the total investment and registered capital must be approved by the PRC Ministry of Commerce or its local counterpart. We may not be able to obtain these government approvals or registrations on a timely basis, if at all, which could result in a delay in the process of making loans to our subsidiary or VIE.

 

Dividend Distribution.   The principal regulations governing the distribution of dividends by foreign holding companies include the Foreign Investment Enterprise Law (1986), as amended, and the Administrative Rules under the Foreign Investment Enterprise Law (2001).

 

Under these regulations, foreign investment enterprises in China may pay dividends only out of their retained profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, foreign investment enterprises in China are required to allocate at least 10% of their respective retained profits each year, if any, to fund certain reserve funds unless these reserves have reached 50% of the registered capital of the enterprise. These reserves are not distributable as cash dividends.

 

Notice 75.   On October 21, 2005, SAFE issued Notice 75, which became effective as of November 1, 2005. According to Notice 75, prior registration with the local SAFE branch is required for PRC residents to establish or to control an offshore company for the purposes of financing that offshore company with assets or equity interests in an enterprise located in the PRC. An amendment to registration or filing with the local SAFE branch by such PRC resident is also required for the injection of equity interests or assets of an onshore enterprise in the offshore company or overseas funds raised by such offshore company, or any other material change involving a change in the capital of the offshore company.

 

 

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Under the relevant rules, failure to comply with the registration procedures set forth in Notice 75 may result in restrictions being imposed on the foreign exchange activities of the relevant onshore company, including the increase of its registered capital, the payment of dividends and other distributions to its offshore parent or affiliate and capital inflow from the offshore entity, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations.

 

PRC residents who control our company are required to register with SAFE in connection with their investments in us. Such individuals began this registration process on March 8, 2010. If we use our stock or other equity interest to purchase the assets or equity interest of a PRC company owned by PRC residents in the future, such PRC residents will be subject to the registration procedures described in Notice 75.

 

M&A Regulations and Overseas Listings.   On August 8, 2006, six PRC regulatory agencies, including the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, CSRC and SAFE, jointly issued Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the New M&A Rule, which became effective on September 8, 2006. This New M&A Rule, among other things, includes provisions that purport to require that an offshore special purpose vehicle formed for purposes of overseas listing of equity interests in PRC companies and controlled directly or indirectly by PRC companies or individuals obtain the approval of CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

 

On September 21, 2006, CSRC published on its official website procedures regarding its approval of overseas listings by special purpose vehicles. The CSRC approval procedures require the filing of a number of documents with the CSRC and it would take several months to complete the approval process. The application of this new PRC regulation remains unclear with no consensus currently existing among leading PRC law firms regarding the scope or the applicability of the CSRC approval requirement.

 

Regulations on Offshore Parent Holding Companies’ Direct Investment in and Loans to Their PRC Subsidiaries.   An offshore company may invest equity in a PRC company which will become the PRC subsidiary of the offshore holding company after investment. Such equity investment is subject to a series of laws and regulations generally applicable to any foreign-invested enterprise in China, which include the Wholly Foreign Owned Enterprise Law, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Contractual Joint Venture Enterprise Law, all as amended from time to time, and their respective implementing rules; the Tentative Provisions on the Foreign Exchange Registration Administration of Foreign-Invested Enterprise; and the Notice on Certain Matters Relating to the Change of Registered Capital of Foreign-Invested Enterprises.

 

Under the aforesaid laws and regulations, the increase of the registered capital of a foreign-invested enterprise is subject to the prior approval of the authority which approved the initial investment. In addition, the increase in registered capital and the total investment amount must both be registered with SAIC and SAFE.

 

Shareholder loans made by offshore parent holding companies to their PRC subsidiaries are regarded as foreign debts in China for regulatory purposes which are subject to a number of PRC laws and regulations, including the PRC Foreign Exchange Administration Regulations, the Interim Measures on Administration on Foreign Debts, the Tentative Provisions on the Statistics Monitoring of Foreign Debts and the Administration Rules on the Settlement, Sale and Payment of Foreign Exchange.

 

Under these regulations, shareholder loans made by offshore parent holding companies to their PRC subsidiaries are to be registered with SAFE. Furthermore, the total amount of foreign debts that can be incurred by such PRC subsidiaries, including any shareholder loans, shall not exceed the difference between the total investment amount and the registered capital amount of the PRC subsidiaries, both of which are subject to governmental approval.

 

 

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Intellectual Property Rights

 

Trademarks.   The PRC has domestic laws for the protection of rights in copyrights, patents, trademarks and trade secrets. The PRC is also a signatory to all of the world’s major intellectual property conventions, including:

 

·	Convention establishing the World Intellectual Property Organization (WIPO Convention) (June 4, 1980);
·	Paris Convention for the Protection of Industrial Property (March 19, 1985);

·	Patent Cooperation Treaty (January 1, 1994); and
·	The Agreement on Trade-Related Aspects of Intellectual Property Rights (TRIPs) (November 11, 2001).

 

The PRC Trademark Law, adopted in 1982 and revised in 2001, and implementation rules adopted in 2002, protect registered trademarks. The Trademark Office of the State Administration of Industry and Commerce (“SAIC”) handles trademark registrations and grants trademark registrations for a term of ten years.

 

We, through Fengze, have used “Hanxi” for years on swine products. In 2009, Fengze applied for and registered “Hanxi” as a trademark with China’s SAIC Trademark Office, in Class No. 31, which relates to live animals, live poultry, live fish, trees, cereals, plants, fresh fruits, fresh vegetables, fodder and crustaceans. The registration is valid from April 21, 2009 to April 20, 2019. As a registered trademark “Hanxi” is exclusively owned by Fengze for products within the range limited by Class No. 31; any identical or similar trademark may not be used on commodities involved in Class No. 31. Fengze does not currently own any trademark on “Hanxi” outside of Class No. 31. In the event of trademark infringement, the SAIC has the authority to fine the infringer and to confiscate or destroy the infringing products. In addition to actions taken by SAIC, Fengze would be entitled to sue an infringer for compensation.

 

On August 1 and August 30, 2011, we entered into a collaborative agreement and a supplemental agreement (the “Agreements”) with An Puluo Food Processing Co., Ltd. (“An Puluo”) to pursue retail business. Pursuant to the Agreements we were allowed to apply to register “Tianli An Puluo” as an exclusive trademark with China’s SAIC Trademark Office and began to use “Tianli An Puluo” at our retail sales departments in local major supermarkets in greater Wuhan City. After we terminated the collaborative agreement with An Puluo, we registered a new trademark to market our fresh black hog meat, “Xiduhei.”

We hold 7 Chinese patents in Servo-valves business (Patent Nos. ZL 2011 2 0360507.X, ZL 2012 2 0361072.0 and ZL 2012 2 0360508.4 were issued on May 30, 2012; Patent Nos. ZL 2011 2 0360512.0, ZL 2011 2 0360511.6 and ZL 2011 2 0360510.1 were issued on May 23, 2012 and Patent No. ZL 2011 2 0301607.5 was issued on April 25, 2012) and 4 Chinese patents in Optical fiber based hardware and software solutions business (Patent No. ZL02138785.0 was issued on May 4, 2005; Patent No. ZL200410013021.3 was issued on September 6, 2006; Patent No. ZL200310111563.X was issued on February 11, 2009 and Patent No.ZL201220747863.1 was issued on July 3, 2013.) These patents cover innovative production techniques and were issued by the State Intellectual Property Office of the People’s Republic of China. Under the PRC patent laws, the patents give us the exclusive right to use the patented process or product for a period of ten years.

 

Business Trade Secrets.   We have not applied for any patent protection for our premix; however, we rely on Chinese business secret laws to protect our interest in this premix.

 

Our premix was developed in conjunction with Professor Ming Li of China Central Teachers University. In return for providing financial and other support to Professor Li’s research, Professor Li assigned the rights to the results of his research and development (specifically, the premix) to us. In connection with this assignment, Professor Li agreed to protect the secrecy of our premix formula and to indemnify us against any damages caused if he discloses that information to third parties.

 

In addition to the terms under which we obtained rights to the premix, we have taken a number of measures to maintain the premix as a business secret under Chinese law.

 

 

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Notwithstanding these measures, if we are required to sue to protect our rights in the premix, the ultimate determination of whether the premix constitutes a business secret protected under Chinese law will be made on the facts of the case itself. We cannot guarantee that we will be found to have a business secret or that any court will protect our rights in the premix formula.

 

Stringent Environmental Regulations.   Our operations and properties are subject to extensive and increasingly stringent laws and regulations pertaining to, among other things, the discharge of materials into the environment and the handling and disposition of wastes (including solid and hazardous wastes) or otherwise relating to protection of the environment.

 

Fengze has incurred, and we will continue to incur, capital and operating expenditures to comply with these laws and regulations. We typically expend approximately $150,000 or more to construct hog waste systems at each hog farm we build and there are also ongoing expenses to comply with environmental regulations. If we were to build a farm, or purchase a farm without the necessary waste equipment, we would expect to spend $150,000 or more in connection with such farm for environmental compliance purposes in addition to ongoing maintenance.

 

Regulation of the Hog Farming Industry.   The hog farming industry in the PRC is regulated by a number of governmental agencies, including the Ministry of Agriculture, the Ministry of Commerce, the Ministry of Health, the General Administration of Quality Supervision, Inspection and Quarantine, and the State Environmental Protection Administration. These regulatory bodies have broad discretion and authority to regulate many aspects of the hog farming industry in the PRC, including, without limitation, setting hygiene and quality standards. In addition, the regulatory framework in the PRC is evolving. If the relevant regulatory authorities set standards with which we are unable to comply or which increase our costs so as to render our products non-competitive, our profitability and our ability to sell products in the PRC may be impacted.

 

Each province in the PRC requires hog farmers to obtain and maintain a license for each hog farm owned and operated in that province. Currently, all of our hog farms are located in the city of Wuhan in Hubei province, and we have obtained a license to own and operate each of our hog farms. We need to maintain our licenses to operate our current hog farms. If we pursue acquisitions of other hog farms, we will need to obtain additional licenses to operate those farms.

 

Employees

As of February 28, 2015 we had 434 employees, all of whom were based in China. Of these employees, 32 were in management and administration in our headquarters.

Hog Farming Segment

As of February 28, 2015 we had 249 employees in our hog farming operations;  10 were farm managers, 10 served as deputy farm managers, 43 were in technical support (including the research and development staff, and veterinarians located on the farms), and  186 were in farming and sales.

Retail Segment

As of February 28, 2015 we had 60 employees in our black hog retail operations. Of these employees, 5 were in management and administration and 55 were in sales.

Emerging Business Segment

As of February 28, 2015 we had 68 employees working for servo valve business, all of whom were based in China. Of these employees, 14 were in management and administration, 40 were in technical support (including the research and development staff), and 14 were in sales.

 

 

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We had approximately 25 employees working for optical fiber based hardware and software solutions for the security and protection industry business, all of whom were based in China. Of these employees, 3 were in management and administration, 17 were in technical support (including the research and development staff), and 5 were in sales.

We believe that our relations with our employees are good. We have never had a work stoppage, and our employees are not subject to a collective bargaining agreement. For our employees in China, we are required to contribute a portion of their total salaries to the Chinese government’s social insurance funds, including medical insurance, unemployment insurance and job injuries insurance, as well as a housing assistance fund, in accordance with relevant regulations. We expect the amount of our contribution to the government’s social insurance funds to increase in the future as we expand our workforce and operations.

Item 1A. Risk Factors

The purchase of our common shares involves a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and other information and our consolidated financial statements and related notes included elsewhere in this report. If any of the following events actually occurs, our financial condition or operating results may be materially and adversely affected, our business may be severely impaired, and the price of our common stock may decline, perhaps significantly. This means you could lose all or a part of your investment.

 

If there are any interruptions to or a decline in the amount or quality of our breeding stock or feed components, our production or sales could be materially and adversely affected.

 

Swine feed components and breeding stock are the principal raw materials used in our hog farming business. We purchase all of our swine feed components from a number of third-party suppliers. We generally breed and raise our own hogs and periodically purchase new breeding stock from third parties, including stock sourced from Europe and the United States. These third-party suppliers may not continue to be able or willing to satisfy our need for breeding stock and swine feed components. The supply of breeding stock may be affected by outbreaks of diseases or epidemics. Suppliers may not be able to provide live hogs or swine feed components of sufficient quantity or quality to meet our requirements. Any interruptions to or decline in the amount or quality of live hogs or swine feed components could materially disrupt our production and adversely affect our business. We are vulnerable to increases in the price of raw materials (particularly of swine feed components and occasionally live hogs) and other operating costs, and we may not be able to entirely offset increasing costs by increasing prices. If we are unable to entirely offset cost increases by raising prices, our profit margins and financial condition could be adversely affected.

 

If the pork market in the PRC does not grow as we expect, our results of operations and financial condition may be adversely affected.

 

We believe pork products have strong growth potential in the PRC and, accordingly, we have acquired farms. If the pork market in the PRC does not grow as we expect, our business may be harmed, we may need to adjust our growth strategy, and our results of operation may be adversely affected.

 

We may be unable to maintain our profitability in the face of a consolidating retail environment in the PRC.

 

We sell substantial amounts of our hogs to slaughterhouses, which sell to smaller retailers and supermarkets and large retailers. The supermarket and food retail industry in the PRC has been and is expected to continue consolidating.

 

As the supermarket and food retail industry continue to consolidate and retail customers grow larger and become more sophisticated, they may demand lower prices and increased promotional programs from our slaughterhouse customers, which may demand lower prices from us. If we are forced to lower prices in response to pressure from customers, our profitability could decline.

 

 

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The hog farming industry in the PRC may face increased competition, as well as increased industry consolidation, which may affect our market share and profit margin.

 

The hog farming industry in the PRC is highly competitive. We believe that our ability to maintain our market share and grow our operations within this landscape of intense competition depends largely upon our ability to distinguish our hogs from our competitors’ hogs, especially as to our breeders.

 

We cannot assure you that our current or potential competitors will not develop hog breeding and farming technology of a quality comparable or superior to ours, or adapt more quickly than we do to evolving consumer preferences or market trends. In addition, our competitors may merge or form alliances among farms to achieve a scale of operations which would make it difficult for us to compete. Competition may also lead to price wars, which may adversely affect our market share and profit margin. We cannot assure you that we will be able to compete effectively with our current or potential competitors.

The outbreak of animal diseases could adversely affect our operations.

 

An occurrence of serious animal diseases or any outbreak of other animal epidemics in the PRC might result in material disruptions to our operations, to the operations of our customers or suppliers or a decline in our industry or a slowdown in economic growth in the PRC and surrounding regions, any of which could have a material adverse effect on our operations. In 2007, tens of millions of pigs were killed in China as a result of Blue Ear disease, which resulted in inflation in pork prices and affected 25 of China’s 33 provinces. While we take measures at each of our farms to prevent the outbreak of disease, there can be no assurance that our facilities or products will not be affected by an outbreak of disease in the future, or that the market for pork products in the PRC will not decline as a result of fear of disease. In either case, our business, results of operations and financial condition would be adversely and materially affected.

 

Outbreaks of swine flu could adversely affect our business, results of operations and financial condition.

 

An occurrence of a serious animal disease, such as swine influenza or H1N1 virus, a respiratory disease of pigs caused by influenza viruses, or any outbreak of other epidemics in the PRC affecting animals or humans might result in material disruptions to our operations, to the operations of our customers or suppliers or a decline in the supermarket or food retail industry or a slowdown in economic growth in the PRC and surrounding regions, any of which could have a material adverse effect on our operations and turnover.

 

Consumer concerns regarding the safety and quality of food products or health concerns could adversely affect sales of our products.

 

Our sales performance could be adversely affected if consumers lose confidence in the safety and quality of our products. Consumers in the PRC are increasingly conscious of food safety and nutrition. Consumer concerns about, for example, the safety of pork products could discourage them from buying pork products and cause our results of operations to suffer.

 

We may be subject to substantial liability should the consumption of pork products made from our hogs cause personal injury or illness and, unlike most food companies in the United States, we do not maintain product liability insurance to cover potential liabilities.

 

The sale of food products for human consumption involves an inherent risk of injury to consumers. Such injuries may result from tampering by unauthorized third parties or product contamination or degeneration, including the presence of foreign contaminants, chemical substances or other agents or residues during the various stages of the production process. While we are subject to governmental inspections and regulations, we cannot assure you that consumption of our products will not cause a health-related illness, or that we will not be subject to claims or lawsuits relating to such matters.

 

 

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Even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertions that our products caused personal injury or illness could adversely affect our reputation with customers and our corporate and brand image. Furthermore, our products could potentially suffer from product tampering, contamination or degeneration or be mislabeled or otherwise damaged. Under certain circumstances, our products may be recalled. Even if a situation does not necessitate a recall, we cannot assure you that product liability claims will not be asserted against us. A product liability judgment against us or a product recall could have a material adverse effect on our revenues, profitability and business reputation.

 

Foreign competitors in China's electro-hydraulic servo valve device market may increase their sale force in the low-end market

 

At present, 80% of China's electro-hydraulic servo valves market is dominated by foreign competitors. However, most foreign competitors are focused on the high-end market and have not aggressively sought sales in the low-end market. If foreign competitors decide to alter their strategies and increase the strength of their sales force dedicated to the low-end market, we may face significant unexpected competition, resulting in adverse effects on our financial performance.

Innovative products appearing in the markets for electro-hydraulic servo valves and optical fiber based hardware and software solutions.

 

To succeed in the electro-hydraulic servo valves market and the optical fiber based hardware and software solutions business market, our products must remain current. If others develop innovative products and our products do not remain competitive, we may lose market share.

Chinese government has not established relevant industry standards for optical fiber based hardware and software solutions for the Security & Protection Industry

The Chinese government has yet to develop industry standards for optical fiber based hardware and software solutions. If the Chinese government decides to develop and publish industry standards, our products will need to meet such standards to remain competitive

We purchase many commodities for raw materials and packaging, and price changes for the commodities we depend on may adversely affect our profitability.

 

We have not entered into long term contracts for the purchase of raw materials at fixed prices. The raw materials used in our feed are largely commodities that can experience significant price fluctuations caused by external conditions and changes in governmental agricultural programs over which we exercise no influence. We attempt to recover commodity cost increases by increasing hog prices and creating additional operating efficiencies, but cannot assure that we will always be successful in offsetting these cost increases.

 

Our hog farming business could be adversely affected by fluctuations in pork commodity prices.

 

The price at which hogs are sold is directly affected by the supply and demand for pork products and other meat products in the PRC, all of which are determined by market forces and other factors over which we have little or no control. A downward fluctuation in the demand for pork may adversely impact our results of operations.

 

Our operations are subject to various risks, including the risks of being expropriated, forced to shut down or modified by the local or central government.

 

Concepts regarding private property and the right to use land are in the development stage in China.  If the national or local government were to determine that the community at large would be better served if one of our farms were to alter or even cease its operations, or that the land on which one of our farms is located should be devoted to another purpose, it is likely that we would have no choice other than to comply with any order that might be issued.  In such event, if we were to receive any compensation for the loss or interruption to our business, the amount of such it likely would likely be far less than the damages incurred.

 

 

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The implementation of our diversification program makes it difficult to evaluate our future prospects and results of operations.

Although we have been engaged in the hog farming business since 2005, we have a limited operating history in operating the electro-hydraulic servo-valve and optical fiber hardware and software solutions for the security and protection industry businesses we acquired in the third quarter of 2014, and the businesses we will acquire in the future, as part of our diversification program. Consequently, we may encounter certain risks and uncertainties, including those related to our ability to:

·	identify suitable acquisition candidates;

·	obtain external financing, if necessary, on favorable terms, to finance the acquisition of new businesses;

·	successfully integrate acquired businesses;

·	build brand awareness and customer loyalty;

·	attract, retain and motivate qualified senior management and technical personnel;

·	expand our customer base and the volume of business per customer;

·	respond to changes in our regulatory environment;

·	manage risks associated with intellectual property rights;

·	maintain effective control of our costs and expenses;

·	respond to new technologies developed by competitors; and

·	raise sufficient capital to sustain and expand our business.

If we are not  successful in addressing one or more of these risks and uncertainties, our business may be materially and adversely affected.

 

We may require additional financing in the future and our operations could be curtailed if we are unable to obtain required additional financing when needed.

 

We may need to obtain additional debt or equity financing to fund future capital expenditures. Any additional equity may result in dilution to the holders of our shares of capital stock. Additional debt financing may include conditions that would restrict our freedom to operate our business, such as conditions that:

 

·	limit our ability to pay dividends or require us to seek consent for the payment of dividends;
·	increase our vulnerability to general adverse economic and industry conditions;
·	require us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow for capital expenditures, working capital and other general corporate purposes; and
·	may limit our flexibility in planning for, or reacting to, changes in our business and our industry.

 

We cannot guarantee that we will be able to obtain any additional financing on terms that are acceptable to us, or at all.

 

Potential disruptions in the capital and credit markets may adversely affect our business, including the availability and cost of short-term funds for liquidity requirements, which could adversely affect our results of operations, cash flows and financial condition.

 

We may need to rely on the credit markets, particularly for short-term borrowings from banks within the PRC, as well as the capital markets, to meet our financial commitments and short-term liquidity needs if internal funds are not available from operations. Disruptions in the credit and capital markets could adversely affect our ability to draw on short-term bank facilities. Further, our access to funds under any such credit facilities is dependent on the ability of banks that are parties to those facilities to meet their funding commitments, which is dependent on governmental economic policies in the PRC. Banks that choose to enter into agreements with us may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests from us and other borrowers within a short period of time.

 

 

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Our operating results may fluctuate from period to period.

 

Our operating results have fluctuated from period to period and are likely to continue to fluctuate as a result of a wide range of factors. For example, the pricing for hogs has experienced significant fluctuations. Additionally demand for pork in general is relatively high before the Chinese New Year in January or February and lower thereafter. Our production and sales are generally lower in the summer due to a slight drop in meat consumption during the warmer summer months.

 

The loss of any key customer could reduce our revenues and our profitability.

 

For our Hog Farming segment, our key customers are principally hog brokers, hog farmers and slaughterhouses in the PRC. For our Retail segment, our key customers include supermarkets, chain restaurants, hotels, and meat shops. For our servo valve business, our key customers are mainly commercial machinery manufacturers, suppliers of vehicle producers, engine and components producers. For our optical fiber based hardware and software solutions for the security and protection industry business, our major customers are operators of prisons, airports, railways, and museums. There can be no assurance that we will maintain or improve the relationships with these customers or other customers, or that we will be able to continue to supply these customers at current levels or at all.

 

If we cannot maintain long-term relationships with our larger customers, the loss of our sales to them could have an adverse effect on our business, financial condition and results of operations.

 

Our bank accounts are not insured or protected against loss.

 

We maintain cash with various banks and trust companies located in the PRC and in Hong Kong. These cash accounts are not insured or otherwise protected. Should any bank or trust company holding our cash deposits become insolvent, or if we are otherwise unable to withdraw funds, we would lose the cash on deposit with that particular bank or trust company.

 

We are substantially dependent upon our senior management and key research and development personnel.

 

We are highly dependent on our senior management to manage our business and operations. In particular, we rely substantially on our Chairman and Chief Executive Officer, Mr. Ping Wang, and our Chief Financial Officer, Mr. Jun Wang, to manage our operations.

 

Our success also is, to a certain extent, attributable to the management, sales and marketing, and operational expertise of key personnel of our subsidiaries in the PRC who perform key functions in the operations of our businesses. We do not exercise any substantive day to day supervision over the activities of key members of OV-Orange and Hang-ao's management team which include Mr. Hei Luo and Ning Luo.

 

We also depend on our key research and development personnel for the development of new breeding, nutrition and farming technologies, new electro-hydraulic servo valves, and new optical fiber based hardware and software solutions, and the enhancement of our existing products and technologies personnel. We do not maintain key man life insurance on any of our senior management or key personnel. The loss of the services of one of them would have a material adverse effect on our business and operations. Competition for senior management and our other key personnel is intense and the pool of suitable candidates is limited. We may be unable to locate a suitable replacement for any senior management or key personnel that we lose. In addition, if any member of our senior management or key personnel joins a competitor or forms a competing company, they may compete with us for customers, business partners and other key professionals and staff members of our company. Although each of our senior management and key personnel has signed a confidentiality and non-competition agreement in connection with his employment with us, we cannot assure you that we will be able to successfully enforce these provisions in the event of a dispute between us and any member of our senior management or key personnel.

 

We compete for qualified personnel with other agricultural and technology companies and research institutions. Competition for these personnel could cause our compensation costs to increase, which could have a material adverse effect on our results of operations. Our future success and ability to grow our business will depend in part on our ability to identify, hire and retain additional qualified personnel. If we are unable to attract and retain qualified employees, we may be unable to meet our business and financial goals.

 

 

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We may not be able to adequately protect and maintain our intellectual property, trade secrets, and brand names.

 

We rely on a combination of trademark, trade secret, nondisclosure agreement and patent laws to protect our trade secrets and other valuable intellectual property and in particular, our premix formula. Protecting our intellectual property is critical to its innovation efforts. We own a number of patents, trade names and other forms of intellectual property in its products and services. We also have exclusive and non-exclusive rights to intellectual property owned by others. Our intellectual property may be challenged or infringed upon by third parties or we may be unable to maintain, renew or enter into new license agreements with third-party owners of intellectual property on reasonable terms. In some cases, the Company’s ability to protect its intellectual property rights by legal recourse or otherwise may be limited, particularly in countries where laws or enforcement practices are inadequate or undeveloped. Unauthorized use of the Company’s intellectual property rights or the Company's inability to preserve existing intellectual property rights could adversely impact the Company’s competitive position and results of operations.

 

Our management may not have experience in the businesses we acquire as part of our diversification program.

Until the third quarter of 2014, our business was limited to hog farming and specialty pork retailing. Commencing in the third quarter of 2014, we embarked on a diversification program as a result of which we have acquired Hang-ao and OV Orange. Our management does not have experience in the industries in which those companies operate and may not have experience in other businesses we may acquire in the future. Our management’s lack of relevant  industry experience may affect the profitability of the businesses we acquire and adversely affect our results of operations.

 

We may not pay dividends.

 

We have not previously paid any cash dividends, and we do not anticipate paying any dividends on our common shares. Although we achieved net profitability in 2006, we cannot assure you that our operations will continue to result in sufficient revenues to enable us to operate profitably or to generate positive cash flows. Furthermore, there is no assurance our Board of Directors will declare dividends even if we are profitable. Dividend policy is subject to the discretion of our Board of Directors and will depend on, among other things, our earnings, financial condition, capital requirements and other factors. If we determine to pay dividends on any of our common shares in the future, we will be dependent, in large part, on receipt of funds from our operations.

 

 

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Item 2. Properties

Hog Farming Segment

We currently operate ten hog farms within Hubei Province. We also maintain a separate headquarters office in Wuhan City. We have two farms that are less than 10 acres each. The largest hog farm currently operating contains approximately 80 acres and has an annual capacity of 20,000 hogs.

 

These farms are generally located on lands that we lease from farming associations. Under Chinese law, the traditional farmers, represented by local farming authorities, are able to lease this land to us to develop for agricultural purposes. The commercial leases are held for periods of between 20 and 50 years, depending on the local farming authority.

 

On November 6, 2013, the Animal Husbandry and Veterinary Bureau of Caidian District, Wuhan City, directed the Company to close one of the Company's farms located in the Caidian District which is our eighth farm.

 

 

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On December 25, 2014, we bought a new office for our expanding operations for  RMB 52,139,420 or approximately $8.5 million. The new office is located at 2 nd Floor, No. 31, Yunlin Street, Jiangan District, Wuhan City, Hubei Province, China 430010 with space of 1,372.09 square meters.

 
 

At the conclusion of the current leases, we expect to have the ability to renew the leases.

 

Property		Address		Rental Term		Space
Wuhan (headquarters)		Suite K, 12th Floor Building A, Jiangjing Mansion 228 Yanjiang Ave Jiangan District, Wuhan City, Hubei Province, China 430010		1 year ( July 1, 2014-June 30, 2015)		5170 square feet
Farm 1 (annual capacity 20,000 hogs)		Qigang Village, Huangpi District, Wuhan		30 years (May 30, 2005 - May 29, 2035)		42.83 acres
Farm 2 (annual capacity 10,000 hogs)		Nanyan Village, Wangjiahe Street, Huangpi District, Wuhan, Hubei		25 years (January 1, 2007 - December 31, 2032)		14.17 acres
Farm 3 (annual capacity 10,000 hogs)		Qunyi Village, Wangjiahe Street, Huangpi District, Wuhan, Hubei		30 years (January 1, 2009 - January 31, 2039)		15.65 acres
Farm 4 (annual capacity 20,000 hogs)		Rongjiazhai Village, Liji Town, Huangpi District, Wuhan, Hubei		30 years (December 31, 2006 - December 31, 2036)		18.12 acres
Farm 5 (annual capacity 10,000 hogs)		Hongqiang Village, Liji Town, Huangpi District, Wuhan, Hubei		30 years (March 1, 2008 - January 1, 2038)		24.71 acres
Farm 6 (annual capacity 10,000 hogs)		Sanxingyuan Village, Hanchuan City, Hubei		20 years (January 1, 2007 - December 31, 2026)		11.53 acres
Farm 7 (annual capacity 10,000 hogs)		Sanxingyuan Village, Hanchuan City, Hubei		20 years (January 1, 2007 - December 31, 2026)		13.18 acres
Farm 8 (annual capacity 20,000 hogs)		Qianjin Village, Yuxian Town, Caidian District, Wuhan, Hubei		50 years (January 18, 2009 - January 31, 2059) (Ordered to shutdown in 2013)		13.18 acres
Farm 9 (annual capacity 20,000 hogs)		Zhulin Village, Yaoji Street, Huangpi District, Wuhan, Hubei		50 years (February 1, 2008 - January 31, 2058)		79.07 acres
Farm 10 (annual capacity 20,000 hogs)		Quanhua Village, Hengdian Street, Huangpi District, Wuhan City, Hubei		20 Years (August 1, 2010 to July 31, 2030)		11.34 acres
Farm 11 (annual capacity 20,000 hogs once operating capacity is reached)		Enshi Tujia and Miao Autonomous Prefecture of Hubei		25 Years (September, 2007 to September, 2032)		23.72 acres

 

 

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Retail Segment

We operate our retail business and maintain our sales office in Wuhan City. The sales office was located at Room 2004, Suite E, Huasi Rushang Huayuan, No. 218 Xianggang Road, Jianghan District,Wuhan City with a rental term from October 18, 2014 to October 18, 2015. The office space is 165.27 square meters and the annual rental fee is RMB 54,000 or $8,790.

Emerging Business Segment

We operate our servo valve business in Xiangyang, Hubei Province. The office, including our manufacturing facility, was located in No. 1, Qilin Road, Xiangcheng District, Xiangyang City, Hubei Province, China with space of 9,693.01 square meters. The term for the land use right is from August 1, 2010 to September 1, 2016. Our security and protection business was operated in Wuhan East Lake High-tech Development Zone with a rental space of 645 square meters for our office and facility use. The leasing term is from October 1, 2014 to September 30, 2015 with the annual rental is RMB 162,540 or $26,464.

Item 3. Legal Proceedings

 

There are no pending legal proceedings to which we are a party or in which any of our directors, officers or affiliates, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us. Our property is not the subject of any pending legal proceedings.

Item 4. Mine Safety Disclosures

 

Not applicable.

Part II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Market for Our Common Shares

 

Our common stock has been listed on the Nasdaq Capital Market since August 6, 2013, and prior thereto on the Nasdaq Global Market, originally under the symbol “OINK” and since July 29, 2014, under the symbol "ABAC." The prices set forth below reflect the quarterly high and low closing prices of a share of our common shares for the periods indicated as reported by Nasdaq.

                       

			High				Low
Quarter Ended March 31, 2013		$	0.96			$	0.67
Quarter Ended June 30, 2013		$	0.92			$	0.55
Quarter Ended September 30, 2013		$	0.98			$	0.55
Quarter Ended December 31, 207		$	2.44			$	1.00
Quarter Ended March 31, 2014		$	2.18			$	1.68
Quarter Ended June 30, 2014		$	2.27			$	1.81
Quarter Ended September 30, 2014		$	2.39			$	1.28
Quarter Ended December 31, 2014		$	2.40			$	1.70

 

 

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Holders

 

On December 31, 2014, there were approximately 25 stockholders of record of our common shares. The number of record holders does not include persons who held our common stock in nominee or “street name” accounts through brokers.

 

Dividends

 

We have never declared or paid any cash dividends on our common shares. We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any future determination relating to our dividend policy will be made at the discretion of our Board of Directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions and future prospects and other factors the Board of Directors may deem relevant.

 

If we determine to pay dividends on any of our common shares in the future, as a holding company, we will be dependent on receipt of funds from WFOE, which in turn would be dependent on the receipt of dividends from Fengze, Hang-ao and OV Orange. Payments of dividends by WFOE to our Company are subject to laws and regulations in the PRC including the requirement that foreign invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized to conduct foreign exchange business. Further, such remittances would require WFOE to provide an application for remittance that includes, in addition to the application form, a foreign registration certificate, board resolution, capital verification report, audit report on profit and stock bonuses, and a tax certificate. There are no such similar foreign exchange restrictions in the British Virgin Islands.

 

Recent Sales of Unregistered Securities

Except as previously reported in the reports filed under the Exchange Act, we did not issue or sell any unregistered securities during the fourth quarter of 2014.

Securities Authorized for Issuance under Equity Compensation Plans

 

The following table sets forth information about common shares available for issuance under compensatory plans and arrangements as of December 31, 2014.

 

(c)

Number of securities

(a)

remaining available

Number of

(b)

for future issuance

securities to be

Weighted-average

under equity

issued upon

exercise price of

Compensation

exercise of

outstanding options

plans (excluding

outstanding

under equity

securities reflected in

Plan Category

options

compensation plans

column (a))

Equity compensation

plan approved by

security holders

70,000

$2.50

1,230,000

Equity compensation

plans not approved by

security holders

210,000

$7.21

None

Total

280,000

$6.03

1,230,000

 

 

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Item 6. Selected Financial Data

 

This item does not apply to smaller reporting companies.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)

 

The following discussion and analysis of our Company’s financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. 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.

  

Overview

 

Our Company is in the business of breeding, raising, and selling hogs in the Wuhan City area of the PRC, and has begun to distribute specialty processed black hog products through supermarkets and to restaurants, hotels and other outlets. We have also initiated sales of specialty processed black hog meat through the internet. On November 6, 2013, the Animal Husbandry and Veterinary Bureau of Caidian District, Wuhan City, directed us to close one of our farms located in the Caidian District or Farm 8.  We finished our evacuation of this farm during the first quarter of 2014 and received part of the relocation compensation of $987,459 on June 2014. However, the final amount of our evacuation costs and losses from the farm shutdown that will be reimbursed by Caidian District are still undetermined. We will maintain minimum personnel in the Caidian Farm or Farm 8 until the final determination of our evacuation cost and losses to be reimbursed have been determined.

 

On June 6, 2014, our wholly owned subsidiary, WFOE, entered into a share purchase agreement with the Principal Stockholders of Fengze, which we then controlled and consolidated as a VIE, whereby WFOE acquired 100% of the equity of Fengze and Fengze effectively became the wholly-owned subsidiary of the Company.

 

On June 20, 2014, WFOE, Fengze, and Fengze’s former Principal Stockholders entered into a termination agreement to terminate the Entrusted Management Agreement, Pledge of Equity Agreement, and Option Agreement made on December 1, 2009, pursuant to which WFOE previously controlled Fengze.

 

During 2014, Fengze owned and operated nine commercial farms in the Wuhan City area and one commercial farm in Enshi Autonomous Prefecture, Hubei Province. In addition, Fengze’s subsidiary, Tianzhili, operates in the Enshi Autonomous Prefecture (“Enshi”). On March 22, 2014, Fengze entered into an equity purchase agreement with Tianzhili’s 40% interest holder, XMRJ LLP, to purchase the 40% interest of Tianzhili for RMB 6,666,700 or $1,083,100. As a result of this purchase, Tianzhili became Fengze’s wholly owned subsidiary. Tianzhili mainly raises and sells black hogs in conjunction with local hog farmers in Enshi. In addition, it distributes black hog products through supermarkets, including Zhongbai, Xinyijia and Wushang Mart, and to restaurants, hotels and other outlets in the greater Wuhan City area.

 

Since July 2014, our management has determined to diversify our operations by acquiring various emerging high technology companies. With the background and experience of our Chairman and CEO, we are confident we will be able to locate suitable target companies from different industries.

 

On July 15, 2014, we acquired 88% of the equity of Hubei Hang-ao Servo-valve Manufacturing Technology Co., Ltd. (“Hang-ao”), a Chinese limited liability company engaged in the manufacture and marketing of electro-hydraulic servo-valves and related servo systems and components located in Xiangyang, Hubei Province, from the former owners of Hang-ao, for consideration of $9,055,605, including RMB 42 million or approximately $6.8 million in cash and 1,047,000 of our common shares. The acquisition agreement includes a three year “earn out payment” provision which requires Hang-ao to reach certain levels of net income for the years 2014, 2015, and 2016 for the sellers to retain the 1,047,000 common shares. The target net incomes are RMB 4.5 million ($733,000), RMB 9 million ($1.5 million), and RMB 15 million ($2.4 million) for the years of 2014, 2015, and 2016, respectively. On November 11, 2014, we sold 100% of the equity of Hang-ao’s wholly-owned subsidiary, Beijing Sanqiang Tongwei Electromechanical Hydraulic Technology Development Co., Ltd. (“Sanqiang”) to Mr. Fawei Qiu, who previously held 12% of the equity of Hang-ao, for RMB 24 million or $3,906,759 in cash.  The target net income was achieved for 2014.

 

 

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On August 26, 2014, we acquired 95% of the equity of Wuhan Optical Valley Orange Technology Co., Ltd. (“OV Orange”), a corporation organized under the laws of the People’s Republic of China focused on delivering next-generation optical fiber hardware and software solutions for the security and protection industry located in Wuhan, from the former owners of OV Orange, for 2,552,000 of our common shares, valued at $4,976,400. Under the terms of the acquisition agreement, 403,000 of those shares, which were to be issued to Mr. Hai Liu, CEO of OV Orange and the former beneficial owner of 7,500,000 (representing 15% of the outstanding) OV Orange shares, were deposited in escrow (the “Escrow Shares”), subject to the attainment by OV Orange of certain agreed upon net profit targets for the years ended December 31, 2014, 2015 and 2016. Specifically, Mr. Liu will be entitled to the Escrow Shares only if OV Orange achieves net profits equal to not less than 90% of RMB 2.6 million, RMB 6.8 million and RMB 10.5 million for the years ending December 31, 2014, 2015, and 2016, respectively. If the net profits of OV Orange in any of the three target years are less than 90% of the target, the number of Escrow Shares to be issued to Mr. Liu will be reduced in accordance with a formula set forth in the acquisition agreement. The target net income was achieved for 2014.

 

If the net profit targets set forth in the acquisition agreement are achieved for all three years Mr. Liu and Mr. Jin Wu, the record holder of 806,000 of our common shares issued in exchange for 30% of the OV Orange shares, shall have the right to exchange shares those for up to 7,500,000 and 15,000,000 shares, respectively, of OV Orange shares purchased by us during the three month period commencing March 16 and terminating June 15, 2017. The ratio at which the OV Orange shares may be acquired by Mr. Liu or Mr. Wu is based upon the relative fair market values of our common shares and the shares of OV Orange at the time of the re-purchase, except that if the value of the common shares issued to Mr. Liu or Mr. Wu is less than the value of the shares of OV Orange he is entitled to receive, he can receive all of the OV Orange shares by delivering all of his common shares, but no additional consideration will be given to him.

 

As a result of the completion of the transaction, OV Orange became a 95% owned subsidiary of the Company, with the remaining 5% equity interest owned by Hubei Aoxin Science & Technology Group Co., Ltd., a company whose Chairman and principal shareholder is Ping Wang, the Company’s Chairman and CEO. As a result of its acquisition of 1,075,000 common shares of the Company in exchange for the 22,500,000 (representing 40% of the outstanding) OV Orange shares pursuant to the acquisition agreement and its purchase from us of an additional 3,000,000 common shares on August 21, 2014 for a purchase price of $7,200,000, or $2.40 per share, Hubei Aoxin Science and Technology Group Co., Ltd., owns a total of 4,075,000 common shares, representing approximately 12.28% of our common shares.

 

On November 12, 2014, we sold 100% of the equity of OV Orange’s wholly-owned subsidiary, Wuhan Orange Optical Networking Technology Development Co., Ltd., to Mr. Deming Liu and Hubei Aoxin Science and Technology Group Co., Ltd., for RMB 1,000,000, or $161,030 in cash.

 

 

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The results of operations of Hang-ao and OV Orange are reflected in the Company’s financial statements and the information set forth below from July 15, 2014, and August 26, 2014, their respective dates of acquisition by the Company.

 

In an effort to significantly increase the scale of our operations, in 2012 we concluded a series of agreements (the “Exclusivity Agreements”) with the Animal Husbandry and Veterinary Bureau of Enshi Tujia and Miao Autonomous Prefecture of Hubei Province, the Animal Husbandry and Veterinary Bureau of Xianfeng County of Hubei Province, the Xuwang Hog Farming Professional Cooperatives of Xianfeng County, and the Qiming Hog Farming Professional Cooperatives of Xianfeng County, whereby we were granted the exclusive right to breed and sell Enshi black hogs in Enshi Autonomous Prefecture in Hubei Province.   The agreements call for the joint development, funding and operation of local cooperatives in the Enshi Autonomous Prefecture in Hubei Province whereby the Company, the relevant governmental agencies and the cooperatives will assist participating farmers to breed and raise Enshi black hogs which will be purchased by the Company for resale as meat hogs or retained or sold as breeders at the Company’s discretion. If successfully implemented, this program should allow us to profit from the black hogs grown by the participating farmers who will be obligated to purchase feed, vaccines and other supplies from us and then sell us their hogs at a price which is comparable to the costs at which we currently grow our own hogs.

 

The Exclusivity Agreements envision that we will work with the Animal Husbandry and Veterinary Bureaus of Xianfeng County and Enshi Tujia and Miao Autonomous Prefecture, respectively, to develop a regional breeding and distribution program whereby local farmers will be trained and supervised by us, the relevant governmental agencies and their cooperatives in raising a breed of black hogs genetically developed and monitored by us with the approval of the local government agency. By the end of the first quarter of 2014 we had funded and completed the construction of 798 farms for local farmers. Achievement of any of the program’s goals and the need for financing are dependent upon the participation, cooperation and skills of local farmers. Given the long term of this project, it is likely that there will be continued negotiation of various issues that arise during the life of the project. After providing the financing necessary for completion of the construction for 798 farms, we decided to temporarily stop providing capital to the program and focus on our black hog retail operations and now the acquisition of companies in other industries.

Principal Factors Affecting our Results of Operations

 

Revenues

 

In our hog farming segment, we derive the bulk of our revenues from the sale of hogs to other hog farms for breeding purposes, to brokers who sell our hogs both to other hog farms for breeding purposes and to slaughterhouses, and directly to slaughterhouses. We breed and raise hogs that are eventually sold as either breeder or market hogs which will be sold to slaughter houses for conversion into pork products. Some of the hogs are bred and raised for sale as market hogs, while others become market hogs because customers do not select them as breeder hogs. Also very few boars are required for breeding purposes, as compared with sows. As approximately half of a litter will be males, most of these males will be sold as market hogs. The average sales price for a breeder is significantly higher than that of a market hog, and since breeder hogs are sold at a younger age than market hogs and usually weigh about 110 pounds at the date they are sold, as compared to the average weight of about 220 pounds for a market hog on sale date, the direct cost of feeding and otherwise raising a breeder hog is less than a market hog. Thus, the gross margin for breeder hogs is substantially higher than that of market hogs. Consequently, the Company has focused its operations to increase the proportion of its sales represented by breeder hogs, and its success in so doing has been a major contribution to its operating profit.

 

In our retail segment, we generate our revenues from selling black hog meat products to restaurants, hotels, and through supermarkets and the Internet.

 

 In our emerging segment, we sell electro-hydraulic servo devices and provide maintenance services, and sell optical fiber hardware and software solutions for the security and protection industry. Revenues generated from the sales of electro-hydraulic servo devices, providing maintenance services, and optical fiber hardware and software solutions are recognized upon shipment and transfer of title or provision of the service. Electro-hydraulic servo devices generally are sold with a one-year warranty. Maintenance service revenue is recognized when the labor has been completed and the equipment has been accepted by the customer, which is generally within a couple days of the delivery of the equipment. The amount allocated to maintenance service revenue was minimal during 2014. Based on historical experience, maintenance service calls and any related labor costs have been minimal. Revenues related to spare part sales are recognized upon shipment or delivery based on the trade terms.

 

 

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We receive subsidies from the government for operating our farms, as well as financial support from the government for some of our research projects. Some of these subsidies are non-recurring, such as the payment we receive when we reach specified annual production capacities, for the acquisition of certain operating equipment, or for specific research projects. Others, such as subsidies for breeder hog insurance, are ongoing so long as we qualify. Of course, there is no assurance the government will continue any of its policies for granting subsidies.

 

Factors Affecting Revenues and Profitability

 

The following factors, among others, affect the revenues and profitability that we derive from our operations.

Consumer demand for pork products . Consumer demand for pork products is closely linked to the performance of the general Chinese economy and is sensitive to business and personal discretionary spending levels.

 

Declines in consumer demand may occur as a result of adverse general economic conditions.  Lower consumer confidence and changes in consumer preferences for pork as compared with other meats can lower the revenues and profitability of our operations. As a result, changes in consumer demand and general business cycles can subject our revenues to volatility.

 

Revenues resulting from the sale of breeder hogs. A significant amount of our revenues and operating margin result from the sale of young breeder hogs for use by other hog farmers. Because these breeder hogs command a price significantly higher than market hogs, and are sold at a younger age, thus incurring less feed and related finishing expenses, the profitability of the sale of a breeder hog is higher than that for the sale of a market hog. A significant reduction in the proportion of our sales that are breeder hogs would very likely significantly reduce our overall profit margin.

 

Revenues resulting from sales by our emerging business segment. Part of our revenues and operating margin results from sales of electro-hydraulic servo devices and optical fiber hardware and software solutions for the security and protection industry. The market for products involved in the application of new technologies into the Chinese market continually evolves as Chinese manufacturing enterprises modernize their systems. Often, these products are initially introduced to the Chinese market by foreign developers. For Chinese producers of these products to be competitive they must demonstrate that they have mastered these products which generally require that they spend money on research and development and maintain staff to develop new technologies. At the same time, they need to build up brand awareness. A significant product defect or apparent inability to master relevant technology would very likely significantly reduce our overall profit margin.

 

Government action in our industry. Because pork occupies such a central role in the Chinese diet, the government has occasionally taken action to prevent the price of pork from dropping below specified levels and has provided subsidies to companies engaged in hog farming. We benefit from this protection, and we could be harmed if the government terminated such practices. In addition, the government has taken actions to prevent the spread of diseases among livestock, including mandatory culls of affected animals. These actions have occasionally resulted in relative shortages, which tend to lead to higher prices for healthy animals, and could result in a reduction of our stock, thus reducing revenues and profit. Likewise it is possible that the government could implement some form of price controls that adversely impact our ability to price our products so as to recover increases in costs such as feed.

 

Competition and subsidies. While the hog farming industry in Hubei province and the Wuhan City area includes a large number of farms, many of those farms are smaller farms that sell relatively few hogs per year. We believe the incentives being given to farms that reach specified annual production capacities are likely to result in a consolidation of the industry. Our ability to increase our production capacity and thus to qualify for these incentives for our operations allows us to receive non-recurrent benefits from these subsidies, as well as to benefit from increased economies of scale in our operations.  Additionally, the markets for electro-hydraulic servo devices and optical fiber products are mainly dominated by major foreign producers which constitute strong competition for Chinese companies seeking to enter these markets. Our products and technologies may not be able to compete with other competitors which have more experienced at developing new innovations. Our ability to receive certain subsidies from the government is dependent upon our being able to maintain our production technologies and thus to qualify for incentives for our research and development efforts.

 

 

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Epidemic outbreaks . The outbreak of animal diseases could adversely affect our revenues. An occurrence of serious animal diseases, such as foot-and-mouth disease, or any outbreak of other epidemics in the PRC affecting animals or humans might result in material disruptions to our sales.

 

Taxes. We believe that the provisions of the PRC’s Enterprise Income Tax law currently provide our hog breeding operations with an exemption from PRC income taxes, VAT taxes and business service taxes. If this understanding is incorrect or if the law or interpretations of the law change, this could significantly impact the Company’s net operating results.

Costs and Expenses

 

We primarily incur the following costs and expenses:

 

Costs of goods sold. In raising hogs for sale, we incur a number of costs that represent the costs of goods sold. We must purchase hog feed, premix components, medicines and other supplies to grow our hogs and keep them healthy. In addition to these items, cost of goods sold includes expenses such as the amortization of the sows (referred to as biological assets), farm employee wages, water, electricity, equipment depreciation expense, maintenance expense, quarantine expense, equipment costs, insurance expense, and sewage charges. For our electro-hydraulic servo devices and optical fiber products, based on historical experience, maintenance service calls and any related labor costs have been minimal. However, a significant product defect would very likely significantly increase our cost of goods sold.

 

General and administrative expenses. General and administrative expenses consist primarily of compensation expense for our corporate staff, professional fees (including consulting, audit and legal fees), communication costs, research and development costs, gasoline, welfare expenses, education expenses, travel and business hospitality expenses, land rent, and other office administrative and related expenses.

 

Sales and marketing costs. Sales and marketing costs include salaries, wages, and promotion expenses.

 

Factors Affecting Expenses

 

Supplies and commodity prices . The largest component of our expenses relates to the price of materials required to breed and raise hogs for sale. Specifically, while we ordinarily breed our own hogs, we periodically purchase breeding stock to improve our genetic breeding pool. Similarly, the prices of corn and soybean husks in China are important to our operations, because corn and soybean husks are the primary component of the hogs’ diet. To the extent the prices of these materials vary, our cost of goods will fluctuate, and we may not be able to recover higher costs by charging higher prices for our products. For this reason, we may be affected by droughts, floods, crop diseases and the like, which tend to make feed scarcer and thus more expensive.

 

Number of customers. The more customers we have, the greater the likelihood that related selling expenses, travel expenses and other similar costs will increase. At present, we sell substantially all of our hogs, electro-hydraulic servo devices and optical fiber products to a relatively small number of customers. We believe this concentration of customers in our hog sales has allowed us to focus our marketing and selling efforts.  However, we believe we will have to devote substantial marketing efforts to build our brand awareness with customers for our servo valves and optical fiber products, which may require substantial expenditures.

 

 

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Number of farms and business we operate. We have acquired or constructed a number of hog farms in the last several years. As we operate more farms, our administrative expenses tend to increase in dollars terms. While we do not anticipate substantial expansion of our hog business, we do anticipate acquiring new businesses with emerging technologies, the acquisition of such businesses will also increase our administrative expenses.

 

Retail expenses. As we pursue a strategy of providing our branded product to retail outlets, we expect that we will face additional costs such as promotion and advertising expenses to establish our brand image and retail recognition.

 

In connection with the Enshi Black Hog program described above, we have agreed to incur various costs and contribute various amounts to cover the costs of different aspects of the program. Since 2011, we signed 8 joint development agreements, generally for periods of 10 years, with 8 local cooperatives in the Enshi Autonomous Prefecture in Hubei Province whereby the Company, the relevant governmental agencies and the cooperatives will assist participating farmers to breed and raise Enshi black hogs which will be purchased by us for resale as meat hogs or retained or sold as breeders at our discretion. Under these agreements, we provide funding to local independent farmers to construct small-scale hog rearing facilities on which the farmers will grow black hogs for sale to us. Pursuant to these joint development agreements, title to these small-scale hog rearing facilities belongs to us and the local cooperatives (and the individual farmers) have the right to use them. Until the date of this report, we have constructed or purchased $11.24 million dollars of hog rearing facilities and equipment that has been completed and is operational and included in plant and equipment. After providing the financing necessary for completion of the construction for 798 farms, we decided to temporarily stop providing capital to the program and focus on our black hog retail operations and the acquisition of companies in other industries.

 

Results of Operations

The results of operations of Hang-ao and OV Orange and their wholly owned subsidiaries, are reflected in the Company’s financial statements and the information set forth below from July 15, 2014, and August 26, 2014, their respective dates of acquisition by the Company.

Comparison of the Results of Operations for the Years Ended December 31, 2014 and 2013

All amounts, other than percentages, are in U.S. dollars

		For the Years Ended December 31,												Percentage of
		2014				2013				Net Change				Change
Revenues		$	43,752,242			$	33,350,942			$	10,401,300				31%
Cost of goods sold			35,643,944				30,330,010				5,313,934				18%
Gross profit			8,108,298				3,020,932				5,087,366				168%
Selling, general and administrative  expenses			4,605,091				3,799,816				805,275				21%
Income (loss) from operations			3,503,207				(778,884	)			4,282,091				(550%)
Interest expense, net			(433,545	)			(338,688	)			(94,857	)			28%
Subsidy income			504,835				107,584				397,251				369%
Impairment loss from Farm 8 shutdown			-				(1,490,034	)			1,490,034				(100%)
Impairment loss from construction in progress			-				(38,769	)			38,769				(100%)
Relocation compensation for shutdown Farm 8			987,459				-				987,459				n/a
Other income (loss), net			88,905				(145,672	)			234,577				(161%)
Net other income (expense)			1,147,654				(1,905,579	)			3,053,233				(160%)
Income (loss) before income taxes			4,650,861				(2,684,463	)			7,335,324				(273%)
Income taxes			255,168				-				255,168				n/a
Net income (loss) from continuing operations			4,395,693				(2,684,463	)			7,080,156				(264%)
Gain from operations of discontinued component, net of taxes			318,910				-				318,910				n/a
Net income (loss)		$	4,714,603			$	(2,684,463	)		$	7,399,066				(276%)

 

 

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The following table sets forth information as to the gross margin for our three business segments for the years ended December 31, 2014 and 2013 (dollars in thousands).

		Year Ended December 31, 2014
		Hog Farming				Retail				Emerging Business				Total
Revenues		$	37,202			$	1,331			$	5,219			$	43,752
Cost of goods sold		$	31,894			$	1,033			$	2,717			$	35,644
Gross profit		$	5,309			$	298			$	2,501			$	8,108
Gross margin %			14	%			22	%			48	%			19	%

		Years Ended December 31, 2013
		Hog Farming				Retail				Emerging Business				Total
Revenues		$	32,807			$	544			$	-			$	33,351
Cost of goods sold		$	29,919			$	411			$	-			$	30,330
Gross profit		$	2,888			$	133			$	-			$	3,021
Gross margin %			9	%			24	%			-				9	%

Revenues . For the year ended December 31, 2014, we had revenues of $43,752,242, as compared to revenues of $33,350,942 for the same period of 2013. Our revenues increased by $10,401,300 or approximately 31%. This growth in revenues was primarily attributable to (1) sales of black hogs raised by farmers participating in our black hog program which increased approximately $7.1 million, and the initiation of our retail sales of specialty black hog products which increased $0.8 million, partially offset by a decrease of approximately $2.7 million from our sales of regular market hogs and breeder hogs, and (2) sales from our new acquired subsidiaries Hang-ao and OV Orange, which were included in our Emerging Business segment since the date of their respective acquisitions and contributed $5.2 million to our revenues.

 

The tables below illustrate our sales of breeder hogs, market hogs, black hogs and specialty pork products for the years ended December 31, 2014 and 2013.

 

Revenues by Products

		Years Ended December 31,
		2014												2013
		No. of Hogs Sold				Average Price/Hog				Sales				No. of Hogs Sold				Average Price/Hog				Sales
Breeder Hogs – regular hogs			28,234			$	264			$	7,467,795				30,639			$	273			$	8,373,059
Market Hogs – regular hogs			83,695			$	196				16,427,512				88,523			$	206				18,228,851
Market Hogs – black hogs			58,463			$	228				13,307,297				28,003			$	222				6,205,388
Total			170,392			$	218			$	37,202,604				147,165			$	223			$	32,807,298

		Years Ended December 31,
		2014												2013
		Kilogram				Average Price/kg				Sales				Kilogram				Average Price/kg				Sales
Market Hogs – specialty black hog pork products			313,114			$	4			$	1,330,870				180,517			$	3			$	543,644
Total			313,114			$	4			$	1,330,870				180,517			$	3			$	543,644

 

 

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We sold approximately 8% less regular breeder hogs and 5% less regular market hogs in the year 2014 than in 2013. The selling prices for regular breeder hogs and market hogs during the year ended December 31, 2014 were essentially flat as compared to the same period of 2013.  As a result, revenues attributable to regular breeder hogs and market hogs decreased by 11% and 10%. The decreases in revenues from regular market hogs and breeder hogs were primarily attributable to: 1) the shutdown of our Farm 8 (or Caidian Farm); (2) an apparent decline in China pork market demand as a result of H7N9 avian flu; (3) a number of preferential policies for hog raising instituted by the government of China since 2011, such as government subsidies, which attracted more investment into the hog farming industry and resulted in an increase in the supply of market hogs, and (4) the central government’s new policies to promote frugality and thrift, which forbid extravagance by government personnel which has reduced binge spending on gifts and unnecessary parties. This gradually changed food consumption habits and reduced pork demand. The decline in our regular breeder hog sales was primarily because after almost a 3 year downturn in the China pork market, more and more hog farmers were shrinking their farm sizes resulting in lower demand for breeder hogs.

For 2014, we generated $14.6 million in revenues through sales of black hogs and black hog specialty pork products. We sold 58,463 black hogs as breeder and market hogs and 313,114 kilograms of black hog meat were used to produce specialty pork products sold in our retail business. In 2013, we sold 28,003 black hogs as breeder and market hogs which contributed $6.2 million to our revenues and 180,517 kilograms of black hog meat which contributed $0.5 million to our revenues.

 

Since the fourth quarter of 2013 we have distributed specialty black hog products through supermarkets and to chain restaurants and hotels. Our black hog product portfolio includes fresh pork meats sold to supermarkets and meat shops, various vacuumed pork meats sold in gift boxes or portable thermo coolers. However, in light of the effects of the central government’s new policies to promote frugality and thrift which forbid extravagance by government personnel, our gift box and portable thermo coolers sales were temporarily stopped. Alternatively, we started to operate meat shops for selling our black hogs to the public. All of our shops are located in Wuhan. As of December 31, 2014, we had three shops, and we opened another three shops in January 2015. We are planning to open another 20 shops in 2015 to expand our black hog meat product sales.

The revenues from our newly acquired subsidiaries, Hang-ao and OV Orange, which were included in our Emerging Business segment, contributed approximately $5.2 million in our revenues during the year ended December 31, 2014. Our servo valve business and optical fiber based hardware and software solutions for security and protection industry business contributed revenues of $3,582,015 and $1,636,753, respectively.

Cost of goods sold. Cost of goods sold includes the cost of raw materials, feed, labor, depreciation, amortization, processing costs, and other overhead costs. For the year 2014, cost of goods sold was $35,643,944 as compared to $30,330,010 for 2013, an increase of $5,313,934, or 18%. Cost of goods sold related to the Hog Farming segment was $31,893,782 for 2014 as compared to $29,918,976 for 2013. Cost of goods sold for the Retail segment was $1,032,677 for 2014 and $411,034 for 2013. Cost of goods sold for the Emerging Business segment was $2,717,485 for the year 2014, including $2,136,919 from our servo valves business and $580,566 from our optical fiber based security and protection business. The major reasons for the increase in our cost of goods sold were our newly acquired subsidiaries and our expanding operations in black hog sales. The expansion of our black hog sales  made our costs jump from $7.4 million to $13.4 million. The year over year growth rate in our revenues from Hog Farming and Retail segments was 16%. The year over year growth rate in our cost of goods sold was 9% and benefited from reductions in the purchase prices for our feeds. Our costs of goods sold from the regular breeder hogs and market hogs decreased 22% and 12%, respectively.

 

 

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Profit Margins . Our gross margin increased to 19% in the year 2014 from 9% in 2013. Our gross profit was $8,108,298 for  2014 as compared to $3,020,932 for 2013. This increase in our gross profit reflected the margins of $2,501,283 from our newly acquired subsidiaries, the impact of reduced feed costs, and our expanded black hog sales.

Our gross margin from Hog Farming was 14% in 2014 as compared to 9% in 2013. Our margin from Retail was 22% in 2014 and 10% in 2013. The gross margins for breeder hogs were 37% and 20% in the years  2014 and 2013, respectively, and the gross margins for regular market hogs were 10% and (2%) in 2014 and 2013. The gross margins for black market hogs were 7% and 1% in 2014 and 2013. The gross margin from our specialty black hog pork products was 22% and 10% in 2014 and 2013. The increase in our gross margin for our regular breeder hogs was a result of reduced feed prices. Our revenues from regular breeder hogs and market hogs decreased 11% and 4%, respectively. However, at the same time, our costs of goods sold dropped 22% and 12%, resulting in the growth in our gross margins. Our black hog sales, whether as market hogs or specialty black hog products, benefited from our growing brand awareness and reduced feed costs.  The gross margins from black market hogs and specialty pork products benefitted from increases of 82% and 145% in our revenues from sales of market black hogs and specialty pork products, comparing the year  2014 to the  2013. Additionally, our cost of goods sold for both sections of our black hog business increased 76% and 151%, respectively, less than or similar with the growth rates in revenues. As a result, black hog sales, either from black market hogs or specialty pork products, had an increase of $1,113,633 in our gross margin.

Our gross margin from the Emerging Business segment was 48%, 40% from sales of electro-hydraulic servo valve devices and 65% from sales of optical fiber products. Both Hang-ao and OV Orange have short operating histories and hold certain key technologies. We believe after a certain time of integration of their technical professional and our management edges, both companies would be able to increase their contribution to our earnings.

Expenses. Selling, general and administrative expenses increased by $805,275 in the year  2014 as compared to 2013. The increase was primarily the result of the new acquired subsidiaries, Hang-ao and OV Orange, which increased additional $840,996 expenses in 2014.

Net Other Income (Expense). We had net other income of $1,147,654 during the year 2014, compared to a net expense of $1,905,579 in 2013, an increase of $3,053,233, which was primarily due to the relocation compensation of $987,459 for the shutdown of Farm 8 and $397,251 from our subsidy income mainly contributed from one of our research projects conducted by OV Orange, which was partially offset by an increase in interest expense payment of $94,857.

Income Taxes. Our Hog Farming and Retail segments are exempt from the Chinese income tax and VAT. With respect to our operations in electro-hydraulic servo valve devices and optical fiber products, we are subject to 17% VAT tax and 25% corporate income tax, except that our operations in optical fiber detection alarm products enjoy a preferential income tax rate of 15% which will expire at the end of 2015.

Net Income (Loss) . Our net income (loss) for the year ended December 31, 2014 and 2013 was $4,714,603 and ($2,684,463), respectively. The improvement from a net loss to net income is primarily the results of the relocation compensation of $987,459 received from the Chinese government for the shutdown of Farm 8, improved gross margin of $3,060,310 from our regular breeder hogs and market hogs resulting from stable hog feed costs which helped us control our cost of goods sold, and a gain of $318,910 generated from selling our subsidiaries, Sanqiang and Optical Networking. Our new acquired subsidiaries, Hang-ao and OV Orange, also contributed net incomes of approximately $1.1 million and $1.1 million, respectively, during the year ended December 31, 2014. In accordance with the earn-out provisions described in the Stock Purchase Agreements with these two companies, they had reached their 2014 net income requirements.

 

 

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Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At December 31, 2014 our working capital was $47,523,835 as compared to $14,946,630 at December 31, 2013, reflecting the $33.8 million capital contribution from private placements concluded during the year ended December 31, 2014. These funds are deposited in financial institutions located as follows:

		December 31, 2014								December 31, 2013
Country		Dollar				%				Dollar				%
United States		$	-				-			$	-				-
China			39,123,869				100%				10,087,694				100%
		$	39,123,869				100%			$	10,087,694				100%

Consolidated Statement of Cash Flows

		Year Ended December 31,
		2014				2013
Net cash provided by (used in) operating activities		$	12,002,396			$	(113,010	)
Net cash used in investing activities			(11,815,866	)			(750,559	)
Net cash provided by financing activities			28,767,865				3,048,139
Exchange rate effect on cash			81,780				425,919
Net cash inflow		$	29,036,175			$	2,610,489

Cash Provided by (Used in) Operating Activities

Net cash provided by operating activities in the year ended December 31, 2014 totaled $12,002,396. Cash flow pertaining to operating activities benefited from depreciation and amortization of $3,722,671, amortization of prepaid expenses and long-term prepaid expenses of $397,321 and $223,408, a decrease in inventory of $2,336,942, reduction in other receivables of $2,002,065, and an increase of $1,479,666 from accounts payable and accrued payables and were partially offset by non-cash subsidy income of $449,277 and a gain of $318,910 from disposal of subsidiaries, an increase of $1,347,731 from accounts receivable, a decrease of $638,046 from advances from customers, and repayments of $896,639 from other payables.

Net cash used in operating activities in the year ended December 31, 2013 totaled $113,010. Cash from operating activities mainly consisted of our net loss for the year of $2,684,463, supplemented by non-cash expenses of depreciation and amortization of $3,630,414, amortization of prepaid rental expense of $437,445, bad debt expense of $14,198, loss from inventory LCM of $84,800, impairment losses of $1,490,034 and $38,769 from a farm shutdown and construction in progress, and an increase in other payables of $750,889, and partially offset by an increase in accounts receivable of $102,462, an increase in inventories of $1,005,268, a feed prepayment of $1,440,167 included in our advances to suppliers, a security deposit payment of $981,932 for our national wide black hog promotion activities. Our increase in accounts receivable reflects the opening of our retail operations which started in the second quarter of 2013. Sales to supermarkets were made on terms of 30 to 45 days. Sales to chain restaurants and hotels were made on terms of 30 to 60 days. The increase in inventories was in part due to the increase in the number of hogs resident in the farms.

Cash Used in Investing Activities

Net cash used in investing activities for the year ended December 31, 2014 totaled $11,815,866. This included $1,083,100 paid for the purchase of a 40% interest in one of our subsidiaries, Tianzhili, a cash payment of $6,594,555 for the Hang-ao acquisition, $658,959 in our construction in progress, and $8,606,643 in fixed asset investments. We spent approximately $8.5 million at buying a new headquarter office in Wuhan City. During the same period, we also collected $1,139,471 from our related party loan and $3,980,106 from selling our wholly owned subsidiaries.

 

 

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Net cash used in investing activities for 2013 totaled $750,559. This included $573,134 of plant and equipment investments, $127,187 for additions to our breeder stock, and $50,238 investment in upgrade our feed facility.

Cash Provided by Financing Activities

For the year ended December 31, 2014, we had net cash provided by financing activities of $28,767,865. This included proceeds of $33.8 million, including the sale of 10.2 million shares to our current Chairman and CEO, Mr. Ping Wang, and a related party, Hubei Aoxin Science and Technology Group Co., Ltd., and proceeds from renewed short-term loans of $2,409,168. These favorable factors were partially offset by the repayment of $7,650,736 in short-term loans.

We finance our working capital requirements with short term bank loans. As a result, our cash from financing activities typically reflects these borrowings and repayments. For the year ended December 31, 2013, net cash provided by financing activities was $3,048,139. The activity was comprised of a repayment of short-term loans of $7,228,818, proceeds from short-term loans of $6,299,976, and proceeds of $3,201,600 from issuance of new shares, and proceeds from decrease in restricted cash of $807,689.

Commitments for Capital Expenditures

Our capital requirements for the next twelve months relate to purchasing breeder hogs and acquiring new companies to execute our operation diversification policy, as well as additional investment in our Retail segment to expand our marketing and distribution channels. We also expect to incur modest expenses in maintaining our hog farms. We believe that our cash flow from operations will be sufficient to meet our anticipated cash requirements for the next twelve months.

In July and August 2014 we acquired Hubei Hang-ao Servo-valve Manufacturing Technology Co., Ltd. and Wuhan Optical Valley Orange Technology Co., Ltd. as the initial steps in our plan to diversify our operations.  We anticipate that we will make additional acquisitions of growth companies in China in industries other than hog farming.  The consummation of such acquisitions will require that we deploy our capital and, possibly, seek to borrow funds or raise additional equity from the sale of our securities.  There is no guarantee that such debt or equity will be available on terms acceptable to us, if at all.  The sale of our equity will dilute the interests of our current shareholders.

 

Contractual Obligations and Off Balance Sheet Items

 

Contractual Obligations

 

We have certain fixed contractual obligations that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our consolidated financial position, results of operations, and cash flows. The following tables summarize our contractual obligations as of December 31, 2014, and the effect these obligations are expected to have on our liquidity and cash flows in future periods.

 

 

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		Payments Due by Period
		Total				Less than 1 Year				1 – 3 Years				3 – 5 Years				Over 5 Years
Contractual obligations
Bank loans		$	2,411,012			$	2,411,012			$	-			$	-			$	-
Others			-				-				-				-				-
		$	2,411,012			$	2,411,012			$	-			$	-			$	-

 

Bank loans consisted of short term bank loans. Historically, we have refinanced these bank loans for an additional term of one year and we expect to continue to refinance these loans upon expiration.

 

Off Balance Sheet Items

 

Under SEC regulations, we are required to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual arrangement to which any entity that is not consolidated with us is a party, under which we have:

 

·	any obligation under certain guarantee contracts,
·	any retained or contingent interest in assets transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to that entity for such assets,
·	any obligation under a contract that would be accounted for as a derivative instrument, except that it is both indexed to our stock and classified in shareholder equity in our statement of financial position, and
·	any obligation arising out of a material variable interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to us, or engages in leasing, hedging or research and development services with us.

 

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

 

Critical Accounting Policies

 

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, inventories, recovery of long-lived assets, income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. While our significant accounting policies are described in Note 2 to our consolidated financial statements, we believe the following accounting policies are the most critical to aid you in fully understanding and evaluating our financial statements and our management’s discussion and analysis.

 

Accounts Receivable

 

We have a policy of reserving for uncollectible accounts based on our best estimate of the amount of probable credit losses in our existing accounts receivable. We periodically review our accounts receivable to determine whether an allowance is necessary based on an analysis of past due accounts and other factors that may indicate that the realization of an account may be in doubt. Account balances deemed to be uncollectible are charged to the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

 

 

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As a basis for estimating the likelihood of collection has been established, we consider a number of factors when determining reserves for uncollectable accounts. We believe that we use a reasonably reliable methodology to estimate the collectability of our accounts receivable. We review our allowances for doubtful accounts on at least a quarterly basis. We also consider whether the historical economic conditions are comparable to current economic conditions. If the financial condition of our customers or other parties that we have business relations with were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

 

Inventories

 

Inventories, consisting principally of our hogs held for sale, are stated at the lower of cost, as determined by the weighted-average method, or market. We compare the cost of inventories with the market value, and allowance is made for writing down the inventories to their market value if that is lower. Costs of raised animals include proportionate costs of breeding, including amortization of the breeding herd or biological assets, plus the costs of feed and other maintenance.  The price of hogs could fluctuate upward or downward.  If prices were to decrease below the amounts we use in determining the carrying value of our inventory, any profit we might achieve on the sale of our inventories would be less than anticipated. If inventory costs exceed expected market value due to obsolescence or quantities in excess of expected demand, we will record additional reserves for the difference between the cost and the market value. These reserves are recorded based on estimates. We review inventory quantities on hand and on order and record, on a quarterly basis, a provision for excess and obsolete inventory, if necessary. If the results of the review determine that a write-down is necessary, we recognize a loss in the period in which the loss is identified, whether or not the inventory is retained. Our inventory reserves establish a new cost basis for inventory and are not reversed until we sell or dispose of the related inventory. Such provisions are established based on historical usage, adjusted for known changes in demands for such products, or the estimated forecast of product demand and production requirements.

 

Plant and Equipment

 

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using straight-line method over the estimated useful lives of the assets. The estimated useful lives of the assets are as follows:

 

Estimated useful lives of the Company’s assets are as follows:

	Useful Life
Buildings	20 years
Vehicles	5-10 years
Office equipment	3-5 years
Research equipment	3-20 years
Production equipment	3-20 years

The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in disposition.

 

We examine the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. We recognize an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value

 

 

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Construction in Progress

 

Construction in progress consists of amounts expended for building construction of new breeding and animal rearing facilities. Once construction of a building is completed and the facilities are approved for adequate breeding and animal rearing activity, and have commenced of animal rearing activities, the construction in progress assets are categorized as buildings and production equipment and accounted for in plant and equipment, whereupon they are depreciated over their estimated useful lives.

 

Included in construction in progress are new breeding and animal rearing facilities under construction and machinery pending installation and includes the costs of construction, machinery and equipment, and any interest charges arising from borrowings used to finance these assets during the period of construction or installation. No provision for depreciation is made on construction-in-progress until such time as the relevant assets are completed and ready for their intended use.

 

Biological Assets

 

Biological assets consist primarily of hogs purchased or selected from the Company’s own production for breeding and farrowing.  The costs to purchase and cultivate breeding hogs and the expenditures related to labor and materials to feed breeding hogs until they become commercially productive and breedable are capitalized. When breeding hogs are entered into breeding and farrowing, amortization of the costs incurred until they became commercially productive commences. The estimated production life for breeding hogs is three years, and the costs are amortized to a residual value, currently $76 (RMB 500). After the breeding hogs have completed their production life of breeding, these breeding hogs are then transferred into inventory as the vast majority of these breeding hogs will then be sold for meat processing. Expenses incurred maintaining breeding hogs during gestation until piglets are weaned are capitalized into inventory and included in Work in process—biological assets, a component of inventories. If these breeding hogs produce piglets which are deemed appropriate for internal breeding purposes, the gestation and raising costs until weaned for these piglets are then allocated into biological assets.

 

Amortized expenses pertaining to biological assets are included in inventory costs for those piglets to be sold and ultimately become a component of cost of goods sold.  Similar to other assets, the failure of our biological assets to be serviceable over the entirety of their anticipated useful lives or to be sold at their anticipated residual value, will negatively impact our operating results.

 

Intangible Assets

Included in the intangible assets are land use rights, acquired distribution network and patents acquired as a result of the Hang-ao and OV-Orange acquisitions. According to the laws of the PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through land use rights granted by the Chinese government. Intangible assets are being amortized using the straight-line method over their lease terms or estimated useful life.

The Company carries intangible assets at cost less accumulated amortization. In accordance with US GAAP, the Company examines the possibility of decreases in the value of intangible assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The Company computes amortization using the straight-line method over the 50 year life of the land use rights, the remaining lives of patents and 10 year life of acquired distribution network.

Non-controlling Interest

 

Non-controlling interests in our subsidiaries are recorded in accordance with the provisions of ASC 810 and are reported as a component of equity, separate from the parent’s equity. Purchase or sale of equity interests that do not result in a change of control are accounted for as equity transactions. Results of operations attributable to the non-controlling interest are included in our consolidated results of operations and, upon loss of control, the interest sold, as well as interest retained, if any, will be reported at fair value with any gain or loss recognized in earnings.

 

 

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Revenue Recognition

 

Pursuant to the guidance of ASC Topic 605 and ASC Topic 360, the Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the purchase price is fixed or determinable and collectability is reasonably assured. The Company generates revenues from (1) the business of breeding, raising, and selling hogs for use in Chinese pork meat production and the sale of hogs for breeding by other hog producers, (2) selling electro-hydraulic servo devices and providing maintenance services, and (3) delivering optical fiber hardware and software solutions for the security and protection industry. From September 30, 2011 until June 15, 2012, the Company also generated revenue from selling specialty pork products to retailers. In the second quarter of 2013, the Company resumed selling specialty pork products to retailers.

Revenues generated from the sales of breeding and meat hogs and specialty pork are recognized when these products are delivered to customers in accordance with previously agreed upon pricing and delivery arrangements, and the collectability of these sales is reasonably assured. Cash payment, which sometimes is in the form of wired cash transfers to the Company’s bank account, is usually received by the Company at the time the hogs are sold. Sold hogs and specialty pork are not returnable and accordingly, no provision has been made for returnable goods. The customers are responsible for the shipping of the hogs that they have purchased.

Revenues generated from sales of electro-hydraulic servo devices, providing maintenance services, and sales of optical fiber hardware and software solutions are recognized upon shipment and transfer of title or performance of the maintenance service.. Electro-hydraulic servo devices generally are sold with a one-year warranty. Maintenance service revenue is based on an estimated of the number of service person hours necessary to render a service and is recognized when the labor has been completed and the equipment has been accepted by the customer, which is generally within a couple days of the delivery of the equipment. For the years ended December 30, 2014 and 2013, the amount allocated to maintenance service revenue was minimal. Based on historical experience, maintenance service calls and any related labor costs have been minimal. Revenues related to spare part sales are recognized upon shipment or delivery based on the trade terms.

  

Currency Exchange Rates

 

Our functional currency is the U.S. dollar, and the functional currency of our operating subsidiaries is the RMB. All of our sales are denominated in RMB. As a result, changes in the relative values of U.S. dollars and RMB affect our reported levels of revenues and profitability as the results of our operations are translated into U.S. dollars for reporting purposes. In particular, fluctuations in currency exchange rates could have a significant impact on our financial stability due to a mismatch among various foreign currency-denominated sales and costs. Fluctuations in exchange rates between the U.S. dollar and RMB affect our gross and net profit margins and could result in foreign exchange and operating losses.

 

Our exposure to foreign exchange risk primarily relates to currency gains or losses resulting from timing differences between signing of sales contracts and settling of these contracts. Furthermore, we translate monetary assets and liabilities denominated in other currencies into RMB, the functional currency of our operating subsidiaries. Our results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate at the end of the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in our statement of shareholders’ equity. We have not used any forward contracts, currency options or borrowings to hedge our exposure to foreign currency exchange risk. We cannot predict the impact of future exchange rate fluctuations on our results of operations and may incur net foreign currency losses in the future.

 

Our financial statements are expressed in U.S. dollars, which is the functional currency of our parent company. The functional currency of our operating subsidiaries and affiliates is RMB. To the extent we hold assets denominated in U.S. dollars, any appreciation of the RMB against the U.S. dollar could result in a charge in our statement of operations and a reduction in the value of our U.S. dollar denominated assets. On the other hand, a decline in the value of RMB against the U.S. dollar could reduce the U.S. dollar equivalent amounts of our financial results.

 

 

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Stock Based Compensation

 

Stock based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

 

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the period of services or the vesting period, whichever is applicable. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.

 

Item 7A. Qualitative and Quantitative Disclosures about Market Risk.

 

This item does not apply to smaller reporting companies.

 

Item 8. Financial Statements

 

The consolidated financial statements of Aoxin Tianli Group, Inc. are presented following Item 15.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

By letter dated October 23, 2013, the Company dismissed RBSM LLP as independent registered public accounting firm for the Company. The dismissal of RBSM LLP was approved by the Audit Committee of the Board of Directors of the Company.

 

RBSM LLP issued an audit report on the consolidated financial statements of the Company as at and for the year ended December 31, 2012, which did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.  In connection with the audit of the consolidated financial statements of the Company as at and for the year ended December 31, 2012 and through date of dismissal, (i) there were no disagreements between the Company and RBSM LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of RBSM LLP, would have caused RBSM LLP to make reference to the subject matter of the disagreement in its report on the Company's financial statements for such year or during the interim period through the date of this Report, and (ii) there were no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

 

Prior to filing a Form 8-K reporting such dismissal, the Company provided RBSM LLP with a copy of the disclosures in the Form 8-K and RBSM LLP furnished the Company with a letter addressed to the Securities and Exchange Commission stating that it agreed with the Company's statements in the Form 8-K. A copy of the letter furnished by RBSM LLP was filed as an exhibit to that Form 8-K.

 

On October 25, 2013, the Company signed a letter to engage HHC as its registered independent public accountants for the fiscal year ending December 31, 2013. The decision to engage HHC was approved by the Board of Directors of the Company.

 

During the Company's two most recent fiscal years ended December 31, 2013 and 2012 and through the date of engagement, the Company did not consult with HHC on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company's financial statements, and HHC did not provide either a written report or oral advice to the Company that HHC concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

Item 9A. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, under the supervision and with the participation of our management, including Ping Wang, our Chief Executive Officer, and Jun Wang, our Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2014 and concluded that the disclosure controls and procedures were effective to ensure that material information relating to our company is recorded, processed, summarized, and reported in a timely manner.

 

 

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Management’s Report on Internal Control over Financial Reporting

Section 404 of the Sarbanes-Oxley Act of 2002 requires that management document and test the Company’s internal control over financial reporting and include in this Annual Report on Form 10-K a report on management’s assessment of the effectiveness of our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting refers to the process designed by, or under the supervision of Ping Wang, our Chief Executive Officer, and Jun Wang, our Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, and includes those policies and procedures that:

(1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including Ping Wang, our Chief Executive Officer, and Jun Wang, our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2014 based on the framework in Internal Control - Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2014.

Auditor Attestation

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Changes in Internal Controls over Financial Reporting.

During the last quarter of the fiscal year ended December 31, 2014, in an effort to remedy the material weaknesses identified in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014, we implemented a comprehensive training and development plan for our accounting personnel, including our Chief Financial Officer, in the principles and rules of U.S. GAAP, SEC reporting requirements and the application thereof, and we recruited more experienced accountants to enhance our controls over financial information. There were no other changes in our internal control over financial reporting identified in connection with the evaluation performed during the fiscal year covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

Item 9B. Other Information.

 

Not applicable.

 

 

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 Part III

 

Item 10. Directors and Executive Officers of the Registrant.

 

Our executive officers and directors are:

 

Name		Age		Position		Since
Ping Wang (5)		63		Chairman of the Board, Chief Executive Officer and Director		2014
Jun Wang		34		Chief Financial Officer and Director		2013
H Hanying Li (6)		64		Director		2005
Peter E. Gadkowski (1)(2)(3)(6)		65		Director		2010
Zihui Mo (1)(2)(3)(5)		56		Director		2012
Anthony S. Chan (1)(2)(3)(4)		50		Director		2014

(1)	Member of audit committee.
(2)	Member of compensation committee.
(3)	Member of nominating committee.
(4)	Class I director whose term expires in 2017.
(5)	Class II director whose term expires in 2015.
(6)	Class III director whose term expires in 2016.

 

Ping Wang.   Ping Wang has served as CEO and Chairman of the Company since March 28, 2014. He is Chairman of Aoxin Holdings Co., Ltd., a leading industrial park developer and operator headquartered in Beijing, since July 2012. From January 2009 to June, 2012, Mr. Wang was the chairman of Hubei Aoxin Sci-Tech Group. From January 2002 to December, 2008, Mr. Wang was the chairman of Wuhan Aoxin Investment Guarantee Co., Ltd. Mr. Wang holds a Master’s degree in Finance from Wuhan University of China.

Jun Wang.   Jun Wang has been our Chief Financial Officer since July 10, 2013. Since April 2012, Mr. Wang has been manager of the Finance Department of Fengze Agricultural Science & Technology Co., Ltd. From July 2008 to April 2012, Mr. Wang was employed by Hubei Huitong Industry & Trade Group Co., Ltd. as the Accounting Supervisor. From 2006 to June 2008, he was employed by Yiyang Zhongtian Petroleum Transport Co., Ltd. as the manager of the Finance Department.  From 2005 to March 2006, he was employed by Medtec Group in the accounting unit. Mr. Wang graduated from Wuhan University of Technology with the specialty of Accounting in 2006. In 2005, he received the Accounting Qualification Certificate. In 2006, he received the Intermediate Accountant Certificate and the Bachelor’s Degree in Accounting.

Hanying Li. Ms. Li has been a director of the Company since January 2010 and served as our Chair from that date until March 27, 2014. Ms. Li founded Wuhan Fengze Agricultural Science and Technology Development Co., Ltd., our operating company in China (“Fengze”), in 2005. From 1979 through 2004, Ms. Li was deputy director of the Wuhan City Prosecutor’s Office. Ms. Li received her Bachelor’s Degree in Law from Hubei Finance & Economic University.

 

Peter E. Gadkowski. Mr. Gadkowski has been a director of the Company since December 2010. He has been an attorney in private practice since February 2000 and from September 1992 to December 1994. He also has experience in the pork industry. He founded, managed and served as CEO and a director of WPP Holding Corp., a hog farm in Yuma, Colorado, from March 1995 through August 1999, which was sold to Smithfield Foods, Inc. He also served as General Counsel and CFO of Premium Standards Farms, Inc., Kansas City, Missouri, from July 1990 to August 1992, which was sold to Continental Grain and then subsequently to Smithfield Foods, Inc. Mr. Gadkowski graduated magna cum laude from the California Western School of Law, and received an MBA in Finance and a BS in Business and Economics from Lehigh University.

 

 

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Zihui Mo. Mr. Mo has been a director of the Company since October 2012. Since January 1, 2009, Mr. Mo has been CFO and COO of Watches of Switzerland, a private manufacturer of watches in Hong Kong and the United States owned by members of his family. He held the same positions from February 2004 through 2006. From January 1, 2007 through 2009, he was a marketing manager with A Field Consulting Ltd., a company that provides consulting services for small and middle sized companies seeking to go public. From November 1994 through January 2004, he was Vice General Manager of China Shipping and Vice General Manager of Rich Shipping Co., Ltd. From September 1993 through November 1994, he was Marketing Manager of Barako Shipping Co., Ltd. From February 1991 through August 1993, he was Marketing Supervisor of UDS Distribution Services Co., Ltd., Jardine Group. From October 1989 through February 1991, he was Marketing Manager of Toyota of Durata, California. Mr. Mo received a Degree in Education from Ricks College (Idaho) in 1985 and a Degree in Market Management and Academician in Accounting from Brigham Young University in 1988.

 

Anthony S. Chan . Mr. Chan has served as a director since September 19, 2014. He is Executive Vice President, Director and Acting Chief Financial Officer of Sino-Global Shipping America, Ltd (Nasdaq: SINO). He is a CPA licensed in New York with over 25 years of professional experience in auditing and SEC reporting, mergers and acquisitions, compliance with the Sarbanes-Oxley Act (“SOX”), internal controls and risk management. Mr. Chan has advised and audited public companies and privately-held organization across various industries including manufacturing, shipping, media and publishing, entertainment, communications, insurance, and real estate. Prior to joining Sino-Global in September 2013, Mr. Chan was an audit partner specializing in the delivery of assurance and advisory services to public companies with operations in China. From 2012 until 2013, he was an audit partner with UHY LLP. From 2011 until 2012, he was an audit partner at Friedman LLP. From 2007 through 2011, he was a partner in the New York City office of Berdon LLP, an accounting firm, where he was a partner in-charge of its Internal Control and SOX Compliance Practice. In addition, Mr. Chan was a former divisional CFO of About.com and Media Central, both divisions of Primedia (a NYSE listed public company) in 2001 and 2003, respectively. He worked for PwC from 1989 to 1998 and Arthur Andersen in 1999. His international experience also includes providing financial due diligence for strategic and financial buyers on various cross-border opportunities in mainland China, Taiwan, Finland, Mexico, and Puerto Rico. Mr. Chan is a member of the Board of Directors of the New York State Society of Certified Public Accountants and a member of the editorial board for The CPA Journal. Mr. Chan received a BA from Queens College (dual major in accounting and economics), City University of New York in 1987 and an MBA from Baruch College, City University of New York in 1989.

Board of Directors

 

Our Board of Directors consists of five directors. There are no family relationships between any of our executive officers and directors. There are no arrangements or understandings pursuant to which our directors are selected or nominated.

 

The directors are divided into three classes, as nearly equal in number as the then total number of directors permits. Class I directors shall face election at our annual general meeting of shareholders in 2017 and every three years thereafter. Class II directors shall face re-election at our annual general meeting of shareholders in 2015 and every three years thereafter. Class III directors face re-election at our annual general meeting of shareholders in 2016 and every three years thereafter.

 

If the number of directors changes, any increase or decrease will be apportioned among the classes so as to maintain the number of directors in each class as nearly as possible. Any additional directors of a class elected to fill a vacancy resulting from an increase in such class will hold office for a term that coincides with the remaining term of that class. Decreases in the number of directors will not shorten the term of any incumbent director. These board provisions could make it more difficult for third parties to gain control of our company by making it difficult to replace members of the Board of Directors.

 

Each of our non-employee directors receives a cash retainer of $3,000 per month.

 

 

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A director may vote in respect of any contract or transaction in which he is interested; provided, however that the nature of the interest of any director in any contract or transaction is disclosed by him at or prior to its consideration and any vote on that matter. A general notice or disclosure to the directors or otherwise contained in the minutes of a meeting or a written resolution of the directors or any committee thereof of the nature of a director’s interest shall be sufficient disclosure and after such general notice it shall not be necessary to give special notice relating to any particular transaction. A director may be counted for a quorum upon a motion in respect of any contract or arrangement which he shall make with our company, or in which he is so interested, and may vote on such motion.

 

Mr. Ping Wang currently holds both the positions of Chief Executive Officer and Chairman of the Board. These two positions have not been consolidated into one position; Mr. Wang simply holds both positions at this time. We do not have a lead independent director because we believe our independent directors are encouraged to freely voice their opinions on a relatively small company board. We believe this leadership structure is appropriate because we are a smaller reporting company and deem it appropriate to be able to benefit from the guidance of Mr. Wang as both our principal executive officer and Chairman of the Board.

 

Our Board of Directors plays a key role in our risk oversight. Our Board of Directors makes all relevant Company decisions. As such, it is important for us to have our Chief Executive Officer serve on the Board as she plays a key role in the risk oversight or the Company. As a smaller reporting company with a small board of directors, we believe it is appropriate to have the involvement and input of all of our directors in risk oversight matters.

 

Director Independence

 

The Board of Directors maintains a majority of directors who are deemed to be independent under the definition of independence provided by NASDAQ Listing Rule 5605(a)(15).   Peter E. Gadkowski, Zihui Mo and Anthony S. Chan are our independent directors.

 

Board Committees

 

The Board has established three committees: the audit committee, the compensation committee and the nominating committee.

Audit Committee

The audit committee is responsible for overseeing the accounting and financial reporting processes of our company and audits of the financial statements of our company, including the appointment, compensation and oversight of the work of our independent auditors. The members of the audit committee are Zihui Mo (Chairman ), Peter E. Gadkowski and Anthony S. Chan. Mr. Mo is the Audit Committee Financial Expert. All of the members of the audit committee are financially literate.

Compensation Committee

The compensation committee of the Board of Directors reviews and makes recommendations to the Board regarding our compensation policies for our officers, and also administers our incentive compensation plans and equity-based plans (but our board retains the authority to interpret those plans). The members of the compensation committee are Anthony S. Chan (Chairman), Zihui Mo and Peter E. Gadkowski.

Nominating Committee

The nominating committee of the Board of Directors is responsible for the assessment of the performance of the board, considering and making recommendations to the board with respect to the nominations for election of directors and other governance issues. The nominating committee considers diversity of opinion and experience when nominating directors.

 

 

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The nominating committee identifies and evaluates nominees for our Board of Directors, including nominees recommended by stockholders, based on numerous factors it considers appropriate. The nominating committee is responsible for making recommendations to the Board of Directors of nominees to stand for election as directors.  The members of the nominating committee are Peter E. Gadkowski (Chairman), Zihui Mo and Anthony S. Chan.  

The Board of Directors periodically reviews the diversity of specific skills and characteristics necessary as a member of our Board. The nominating committee will assess the skill areas currently represented on the Board against the target skill areas, as well as recommendations of directors regarding skills that could improve the overall quality and ability of the Board to carry out its function.

 

The nominating committee will consider persons recommended by stockholders for inclusion as nominees for election to our Board of Directors if the names, biographical data, and qualifications of such persons are submitted and delivered in writing in a timely manner.   The criteria that the committee and the full board will use to assess the qualifications of candidates for election to the board will include matters such as experience in the hog or agricultural industry, financial or technical expertise, strength of character, quality of judgment, concern for the interests of the Company’s shareholders, and how these skills might be best utilized by the Company. The committee will also consider the extent to which the nominee would fill a present need on our Board of Directors.

 

Code of Business Conduct and Ethics

 

Our code of business conduct and ethics provides that our directors and officers are expected to avoid any action, position or interest that conflicts with the interests of our company or gives the appearance of a conflict. Directors and officers have an obligation under our code of business conduct and ethics to advance our company’s interests when the opportunity to do so arises. A copy of our Code of Business Conduct and Ethics is available in the “Corporate Governance” section of our website ( www.aoxintianli-china.com ).

 

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16 of the Securities Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities to file various reports with the Securities and Exchange Commission concerning their holdings of, and transactions in, our securities. Copies of these filings must be furnished to us.

 

Based on a review of the copies of such forms furnished to us and representations from our executive officers and directors, although all our officers, directors and greater than 10% stockholders filed all reports required to be filed during 2014 in accordance with the filing requirements of Section 16(a) of the Exchange Act. Zihui Mo, who became a director in October 2012, did not file a Form 3 until October 7, 2014 and Jun Wang, our CFO since July 13, 2013, did not file a Form 3 until February 28, 2015.  In addition, Hubei Aoxin Science and Technology Group Co., Ltd., of which Ping Wang is Chairman and a principal shareholder, which owns approximately 12.28% of our common shares, has not yet filed a Form 3 reporting its ownership, although the indirect beneficial ownership of such shares has been reported on the filings made by Ping Wang.

 

DIRECTOR COMPENSATION
Name	Annual Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Peter E. Gadkowski	36,000	-	4,015	-	-	-	40,015
Zihui Mo	22,110	-	2,008	-	-	-	24,118
Anthony S. Chan (1)	9,000	-	1,004	-	-	-	10,004
Wei Gong (2)	0	-	-	-	-	-	0
Dr. Huanchun Chen (2)	0	-	-	-	-	-	0
Jianguo Hu (3)	0	-	-	-	-	-	0
Benyan Li (2)	0	-	-	-	-	-	0
Tong Zhao (3)	0	-	-	-	-	-	0

_____

Item 11. Executive Compensation.

 

Executive Compensation

The following table sets forth information with respect to the amounts awarded to, earned by, or paid to, the individuals who served as chief executive officer and chief financial officer of our company during the year ended December 31, 2014 for services provided in all capacities to us and our subsidiaries. No other executive officer (or former executive officer) received more than $100,000 in compensation for the fiscal year ended December 31, 2014.

Summary Compensation Table

 

Name &   Position	Year		Salary				Bonus				Stock Awards				Option Awards				Non-Equity Incentive Plan Compensation				Nonqualified Deferred Compensation Earnings ($)				All Other Compensation				Total
Ping Wang   Chairman and CEO(1)	2014		$	55,346								-				-				-				-				-			$	55,346
	2013			-				-				-				-				-				-				-				-
Jun Wang CFO(3)	2014		$	39,068								-				-				-				-				-			$	39,068
	2013		$	19,533								-				-				-				-				-			$	19,533
Hanying Li  Chair and CEO  (2)	2014		$	36,100				-				-				-				-				-				-			$	36,100
	2013		$	50,000				-				-				-				-				-				-			$	50,000

 

(1)	Mr. Ping Wang was appointed Chair man and CEO effective March 28, 2014.

(2)	Mr. Li resigned as Chair and CEO effective March 27, 2014.

(3)	Mr. Jun Wang was appointed CFO effective July 9, 2013.

 

 

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Employment Agreements

 

Hanying Li

 

We entered into an employment agreement with our then president and chief executive officer, Ms. Hanying Li effective December 1, 2009, initially scheduled to expire on November 30, 2013, subject to automatic renewal through November 30, 2014, unless terminated prior to renewal. Ms. Li resigned on March 27, 2014. Under the terms of her employment agreement, Ms. Li was entitled to:

 

·	Base compensation of $50,000, payable in 12 equal monthly installments of $4,167.
·	Year-end bonus of $96,000, payable in the event our annual audited profits increase by at least 150% of the previous year’s audited profits.
·	Reimbursement of reasonable expenses incurred by Ms. Li.

  

Ms. Li had agreed during that the term of her employment agreement and for 36 months afterwards to:

 

·	keep confidential and not disclose the our confidential information;
·	take and implement all appropriate measures to protect the confidentiality of our confidential information;
·	not disclose, transmit, exploit or otherwise use for her or his own account or for others, elements of our confidential information;

 

Ms. Li has agreed not to compete with our company directly or indirectly while employed by us and for a period of 24 months afterwards.

 

Ping Wang

 

We entered into an employment agreement with our then president and chief executive officer, Mr. Ping Wang effective April 1, 2014, initially scheduled to expire on March 31, 2017, subject to automatic renewal through March 31, 2019, unless terminated prior to renewal. Under the terms of his employment agreement, Mr. Wang is entitled to:

·	Base compensation of RMB 340,000 payable in 12 equal monthly installments of $RMB 28,333.
·	Year-end bonus of RMB 660,000, payable in the event our annual audited profits increase by at least 150% of the previous year’s audited profits.
·	Reimbursement of reasonable expenses incurred by Mr. Wang.

Mr. Ping Wang had agreed during that the term of his employment agreement and for 36 months afterwards to:

 

·	keep confidential and not disclose the our confidential information;
·	take and implement all appropriate measures to protect the confidentiality of our confidential information;
·	not disclose, transmit, exploit or otherwise use for her or his own account or for others, elements of our confidential information;

 

 

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Mr. Ping Wang has agreed not to compete with our company directly or indirectly while employed by us and for a period of 24 months afterwards.

 

The employment agreement of Mr. Ping Wang may be terminated at any time by either party upon presentation of 60 days’ prior notice.

Jun Wang

 

We entered into an employment agreement with our chief financial officer, Mr. Jun Wang effective July 9, 2013, initially scheduled to expire on December 31, 2015, subject to automatic renewal through December 31, 2017, unless terminated prior to renewal. Under the terms of his employment agreement, Mr. Wang is entitled to:

·	Base compensation of RMB 240,000 payable in 12 equal monthly installments of $RMB 20,000.
·	Year-end bonus of RMB 240,000, payable in the event our annual audited profits increase by at least 50% of the previous year’s audited profits.
·	Reimbursement of reasonable expenses incurred by Mr. Wang.

Mr. Jun Wang had agreed during that the term of his employment agreement and for 36 months afterwards to:

 

·	keep confidential and not disclose the our confidential information;
·	take and implement all appropriate measures to protect the confidentiality of our confidential information;
·	not disclose, transmit, exploit or otherwise use for her or his own account or for others, elements of our confidential information;

 

Mr. Jun Wang has agreed not to compete with our company directly or indirectly while employed by us and for a period of 24 months afterwards.

 

The employment agreement of Mr. Jun Wang may be terminated at any time by either party upon presentation of 60 days’ prior notice.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

Change In Control

On March 26, 2014, we sold to Mr. Ping Wang 3,000,000 common shares (the “Initial Shares”), representing approximately 21.48% of our outstanding common shares immediately prior to the sale, for a total purchase price of $6,000,000, or $2.00 per share. As a condition of the sale, Mr. Wang agreed not to sell the Initial Shares for 18 months and thereafter at not less than $2.00 per share. On March 28, 2014, Mr. Wang was elected CEO and Chairman following the resignation of Hanging Li. On April 10, 2014, we sold to Mr. Wang an additional, 2,600,000 common shares (the “Additional Shares”), representing approximately 15.33% of our then outstanding common shares, for a total purchase price of $5,720,000, or $2.20 per share. After giving effect to the sale, Mr. Wang owned 5,600,000 common shares, representing approximately 28.6% of our outstanding common shares.  As a condition of the sale, Mr. Wang agreed not to sell the Additional Shares for 18 months and thereafter at not less than $2.20 per share.  The sale of the Initial Shares and the Additional Shares to Mr. Wang resulted in a change in control of the Company.

 

Security Ownership

 

The following table sets forth, as of February 28, 2015, the number of our common shares beneficially owned by (i) each person or entity known to us to be the beneficial owner of more than 5% of the outstanding common shares, (ii) each of our directors and each of our executive officers named in the Summary Compensation Table above (the “Named Executive Officers”), and (iii) all of our officers and directors as a group. Information relating to the beneficial ownership of our common shares by principal stockholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to sell or direct the sale of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission’s rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Each beneficial owner's percentage ownership is determined by assuming that options or warrants that are held by such person (but not those held by any other person) and which are exercisable within 60 days after February 28, 2015 have been exercised. Except as noted below, or as required by applicable community property laws, each person has sole voting and investment power for all common shares shown as beneficially owned by them. As of February 28, 2015, we had outstanding 33,183,000 common shares.  Unless otherwise indicated in the footnotes, the address for each officer and director listed below is in the care of Aoxin Tianli Group, Inc., Suite K, 12th Floor, Building A, Jiangjing Mansion, 228 Yanjiang Ave., Jiangan District, Wuhan City, Hubei Province, China 430010.

 

 

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Name and Address of Beneficial Owner		Amount and Nature of  Beneficial Ownership				Percent of Common Shares
Directors and Named Executive Officers: Ping Wang, CEO and Chairman			9,875,000 (1)				29.76 %
Hanying Li, Director			3,200,000 (2)				9.64 %
Peter E. Gadkowski , Director			13,000 (3)				*
Zihui Mo , Director			7,000 (3)				*
Anthony S. Chan, Director			3,000 (3)				*
Jun Wang, CFO			80,000 (4)				*
All directors and officers as a group			13,178,000 (1)(2)(5)				39.69 %
Holders of More than 5% of Outstanding Common Shares Not Named Above:
Hua Zhang			3,200,000 (6)				9.64 %
Wei Gong			2,760,000				8.32 %
Hubei Aoxin Science and Technology Group Co., Ltd			4,075,000				12.28%

 ______

*Less than 1%

 

(1)	Includes 4,075,000 shares owned by Hubei Aoxin, of which Mr. Wang is Chairman and a principal shareholder, and 200,000 shares the vesting of which is subject to Mr. Wang’s achievement of certain performance criteria to be determined as to 60,000 shares on each of February 3, 2016 and February 3, 2017.
(2)	Includes 450,000 shares owned by Ms. Li’s spouse, Hua Zhang, and 90,000 shares the vesting of which is subject to Ms. Li’s achievement of certain performance criteria to be determined as to 45,000 shares on each of February 3, 2016 and February 3, 2017.
(3) (4)	Represents shares which he may acquire within sixty days upon exercise of stock options. Includes 48,000 shares the vesting of which is subject to Mr. Wang’s achievement of certain performance criteria to be determined as to 24,000 shares on each of February 3, 2016 and February 3, 2017.
(5)	Includes 23,000 shares which may be acquired by Messrs. Gadkowski, Mo and Chan within 60 days upon exercise of stock options.

 (6) Includes 2,750,000 shares owned by Mr. Zhang’s spouse, Hanying Li.

Item 13. Certain Relationships and Related Transactions

 

Our Policy Concerning Transactions with Related Persons

 

Under Item 404 of SEC Regulation S-K, a related person transaction is any actual or proposed transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, including those involving indebtedness not in the ordinary course of business, to which we or our subsidiaries were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years and in which any of our directors, nominees for director, executive officers, beneficial owners of more than 5% of any class of our voting securities (a “significant shareholder”), or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest.

We recognize that transactions between us and any of our directors or executives or with a third party in which one of our officers, directors or significant shareholders has an interest can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations other than the best interests of our Company and shareholders.

 

The Audit Committee of the Board of Directors is charged with responsibility for reviewing, approving and overseeing any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K ), including the propriety and ethical implications of any such transactions, as reported or disclosed to the Committee by the independent auditors, employees, officers, members of the Board of Directors or otherwise, and to determine whether the terms of the transaction are not less favorable to us than could be obtained from an unaffiliated party.

 

Transactions with Related Persons

 

The following includes a summary of transactions since January 1, 2013, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest.

 

Receivables from Related Parties

 

At December 31, 2014, Fengze had made a security deposit of $78,195 to Wuhan Aoxin Investment and Guarantee Service Co., Ltd. who provided a guarantee service at a bank loan of $781,950 from Wuhan Rural Commercial Bank.

 

 

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On December 19 and December 24, 2013, OV Orange, engaged an agent bank, China Everbright Bank, to make entrusted loans of $812,559 and $1,950,141 to Wuhan Blueeye Photo-electricity Industry Co., Ltd. (“Blueeye”) whose CEO and major shareholder has indirect investment relationship with the Company. Those loans were due on December 18 and December 23, 2014 with 5% interest rate charge, but no collateral or guarantee offered. As of December 31, 2014, $1,629,062 of the $2,762,700 loan receivables was extended to January 23, 2015 and had been fully collected on January 6, 2015.

Advances from Customers – Related Party

As of December 31, 2014, OV Orange reported an advance from customer of $58,451 from a related party, Beijing Central Aoxin Technology Development Co., Ltd. (“Central Aoxin.”) Central Aoxin’s registered agent was Mr. Ping Wang, our CEO.

Payables to Related Parties

 

At December 31, 2014 and 2013, Fengze had aggregate payables to Ms. Li of approximately $48,926 and $139,430. Such amount was due to Ms. Li for advances to Fengze for its business expenses related to the operations of our hog farms. These amounts were due upon demand and without interest. Additionally, Hang-ao had a payable to Hubei Hang-ao Servo Technology Co., Ltd. of $406,306 and $0 at December 31, 2014 and 2013. This payable represents advances to Hang-ao for its operations. The payable was due on demand and without interest.

On October 10, 2013, Hang-ao entered into a real estate purchase agreement with Hubei Hang-ao Servo Technology Co., Ltd. to buy a two story office and a residential apartment for employee use. The total purchase price was RMB 30,112,439 or $4.9 million. Hang-ao had paid $4.7 million in 2013 and those apartments were transferred to the Company in 2014. As of December 31, 2014 and 2013, the Company reported an outstanding payable of $180,457 and $0, respectively. The major shareholder of Hubei Hang-ao Servo Technology Co., Ltd. is also one of the Company’s shareholders.

From August 26, 2014 (acquisition date) to December 31, 2014, OV Orange borrowed $89,530 from Hubei Aoxin Science and Technology Group Co., Ltd. This loan had no interest bearing and collateral. The loan had been repaid fully in 2014. Hubei Aoxin Science and Technology Group Co., Ltd.’s Chairman and a principal shareholder was Mr. Ping Wang, the Company’s Chairman and CEO.

From July 15, 2014 (acquisition date) to December 31, 2014, Hang-ao collected $1,090,637 from Hubei Xiangyang Hangxiang Electro-Hydraulic Servo Technology Co., Ltd. (“Hangxiang”) for a prior year loan receivable. This loan had no interest bearing and collateral. One of Hangxiang’s major shareholders has indirect investment relationship with the Company.

 

Revenues Recognized from Related Parties

From July 15, 2014 (acquisition date) to December 31, 2014, Hang-ao sold its servo valve products to Hubei Aocheng Casting Materials Co., Ltd. (“Aocheng Casting”) and recognized revenues of $867,176. The Company’s CEO, Mr. Ping Wang, was indirectly holding Aocheng Casting’s equity interest.

From July 15, 2014 (acquisition date) to December 31, 2014, Hang-ao sold its servo valve products to Central Aoxin and recognized revenues of $594,716. Central Aoxin’s registered agent was Mr. Ping Wang, our CEO.

From July 15, 2014 (acquisition date) to December 31, 2014, Hang-ao sold its servo valve products to Hubei Xiangyang Hangxiang Electro-Hydraulic Servo Technology Co., Ltd. (“Hangxiang”) and Hubei Yuren Electromechanical Hydraulic Technology Co., Ltd. (“Yuren”) and recognized revenues of $9,306 and $15,303, respectively. As of December 31, 2014, the Company reported accounts receivable of $0 and $19,875 from Hangxiang and Yuren, respectively. One of Hangxiang’s and Yuren’s major shareholders has indirect investment relationship with the Company.

 

 

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Bank Loan Collateral Provided by Related Party

 

Wuhan Eastlake Hi-Tech Innovation Center whose actual controller is Mr. Wei Gong, a shareholder of the Company, provided its owned real assets as collateral for the Company’s short-term bank loan of $1,472,899 with Industrial and Commercial Bank of China and this loan had been fully repaid in 2014. As a result, the related party mentioned above was no longer proving any collateral for the Company’s bank loans.

Transactions Involving Mr. Ping Wang, Our CEO and Chairman

On April 10, 2014, we sold to Mr. Ping Wang, our Chairman and CEO, 2,600,000 common shares (the “Shares”), representing approximately 15.33% of our then outstanding common shares, for a total purchase price of $5,720,000, or $2.20 per share. After giving effect to the sale, Mr. Wang owned 5,600,000 common shares, representing approximately 28.6% of our outstanding common shares.  As a condition of the sale, Mr. Wang agreed not to sell the Shares for 18 months and thereafter at not less than $2.20 per share.

On August 18, 2014, we sold 3,000,000 common shares, representing approximately 13.51% of our then outstanding common shares, for a total purchase price of $7,200,000, or $2.40 per share, to Hubei Aoxin Science and Technology Group Co., Ltd., a company organized under the laws of the PRC (“Hubei Aoxin”), an approximately 24% premium over the closing price of $1.93 on August 15, 2014. Hubei Aoxin is a wholly owned subsidiary of Aoxin Holdings Co. Ltd. (“Aoxin”), a diversified holding company whose main business is in industrial park development and operations.  Mr. Ping Wang, our Chairman and Chief Executive Officer, is a principal shareholder and Chairman of Aoxin and Hubei Aoxin. As a condition of the sale, Hubei Aoxin agreed not to sell the Shares for 12 months and thereafter at not less than $2.40 per share.  For additional information concerning this transaction, see our Current Report on Form 8-K filed with the SEC on August 21, 2014, which is incorporated by reference herein.

 

On August 26, 2014, we issued a total of 2,552,000 common shares to the former shareholders of Wuhan Optical Valley Orange Technology Co., Ltd., a corporation organized under the laws of the People’s Republic of China focused on delivering next-generation optical fiber hardware and software solutions for the security and protection industry (“OV Orange”), in exchange for 95% of the outstanding shares of OV Orange, pursuant to a Stock Purchase Agreement, of which 1,075,000 common shares were issued to Hubei Aoxin the owner of 40% of the outstanding shares of OV Orange. The acquisition of OV Orange is part of our strategic development plan to transform Aoxin Tianli into a higher growth, more profitable business through targeted investments and acquisitions.   As a condition of the transaction, Hubei Aoxin agreed not to sell its shares prior to September 1, 2015. For additional information concerning this transaction, see our Current Report on Form 8-K filed with the SEC on August 28, 2014, which is incorporated by reference herein.

 

Except as set forth in the following sentence, the foregoing transactions were reviewed and approved by the Audit Committee or our Board of Directors. Although the acquisitions of Hang-ao and Ov Orange were approved by the Board of Directors, the Board and the Audit Committee were not advised in advance of individual transactions involving those entities and parties related to the Company described above, some of which pre-dated the acquisitions or were pursuant to agreements then in effect. We believe that the terms of each transaction were not less favorable to us than those terms that could be obtained from an unaffiliated third party.

 

 

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Director Independence

 

The Board of Directors maintains a majority of directors who are deemed to be independent under the definition of independence provided by NASDAQ Listing Rule 5605(a)(15). Peter E. Gadkowski, Zihui Mo and Anthony Chan are our independent directors.

Item 14. Principal Accounting Fees and Services

 

The following is a summary of the fees billed to us by HHC for professional services rendered for the fiscal years ended December 31, 2014 and 2013:

 

		Fiscal Year Ended December 31,
		2014				2013
Audit Fees		$	130,000			$	100,000
Audit Related Fees			30,000				-
Tax Fees			-				-
All Other Fees			-				-
		$	160,000			$	100,000

 

Audit Fees. Consists of fees billed for professional services rendered for the audit of our consolidated financial statements and review of interim consolidated financial statements included in quarterly reports and services that are normally provided in connection with statutory and regulatory filings or engagements.

 

Audit Related Fees. Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under "Audit Fees".

 

Tax Fees. Consists of fees billed for professional services for tax compliance, tax advice and tax planning. These services include preparation of federal and state income tax returns.

 

All Other Fees. Consists of fees for product and services other than the services reported above.

 

Board of Directors' Pre-Approval Policies

 

Our Board of Directors' policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit related services, tax services, and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to periodically report to the Board of Directors regarding the extent of services provided by the independent auditors in accordance with this pre-approval and the fees for the services performed to date. The Board of Directors may also pre-approve particular services on a case-by-case basis.

 

Our Board of Directors has reviewed and discussed with HHC, our audited financial statements contained in this Annual Report on Form 10-K for the 2014 fiscal year. The Board of Directors also has discussed with HHC, the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of our financial statements.

 

Our Board of Directors has received and reviewed the written disclosures and the letter from HHC required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with HHC its independence from our company.

 

Our Board of Directors has considered whether the provision of services other than audit services is compatible with maintaining auditor independence. Based on the review and discussions referred to above, the Board of Directors determined that the audited financial statements be included in our Annual Report on Form 10-K for our 2014 fiscal year for filing with the SEC.

 

 

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Part IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

3.1		Memorandum and Articles of Association (incorporated by reference to exhibit 3.1 to the Company’s Current Report on Form 8-K dated August 28, 2014).
4.1		Specimen Share Certificate (incorporated by reference to exhibit 4.1 to Amendment No. 4 to the Company’s registration statement on Form S-1 (Registration No. 333-   165522) filed on June 30, 2010).
4.2		Form of Placement Agent Warrant (included in Exhibit. 10.1)
10.1		Form of Placement Agent Warrant Agreement (incorporated by reference to exhibit 10.1 to the Company’s registration statement on Form S-1 (Registration No. 333-   165522) filed on March 17, 2010 (the “2010 Registration Statement’), and declared effective as amended, on June 30, 2010).
10.2		English Translation of Entrusted Management Agreement for Fengze (incorporated by reference to exhibit 10.2 to the 2010 Registration Statement).
10.3		English Translation of Shareholder Voting Proxy Agreement for Fengze (incorporated by reference to exhibit 10.3 to the 2010 Registration Statement).)
10.4		English Translation of Pledge of Equity Interest Agreement for Fengze (incorporated by reference to exhibit 10.4 to the 2010 Registration Statement).
10.5		English Translation of Exclusive Option Agreement for Fengze (incorporated by reference to exhibit 10.5 to the 2010 Registration Statement).
10.6		Tianli Agritech, Inc. 2012 Share Incentive Plan (incorporated by reference to exhibit 10.26 to the Company’s Registration Statement on Form S-8 (Registration No. 333-   181860) filed on June 4, 2012)
10.7		Aoxin Tianli Group, Inc. 2014 Share Incentive Plan  (incorporated by reference to exhibit 10.30 to the Company’s Registration Statement on Form S-8 (Registration No. 333-   201815) filed on February 2, 2015.)
10.8		Subscription Agreement with Wei Gong dated September 28, 2013 for the purchase of 2,760,000 common shares (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 24, 2013).
10.9		English Translation of Employment Agreement between the Registrant and Mr. Jun Wang (incorporated by reference to exhibit 10.9 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013).
10.10		English Translation of Land Lease Contract – Zhulin (incorporated by reference to exhibit 10.10 to the 2010 Registration Statement).
10.11		English Translation of Land Lease Contract – Fengze (incorporated by reference to exhibit 10.11 to the 2010 Registration Statement).
10.12		English Translation of Land Lease Contract – Jinmu (incorporated by reference to exhibit 10.12 to the 2010 Registration Statement).
10.13		English Translation of Side Agreement Related to Land Lease Contract – Jinmu  (incorporated by reference to exhibit 10.13 to the 2010 Registration Statement).
10.14		English Translation of Land Lease Contract – Tianjian (incorporated by reference to exhibit 10.14 to the 2010 Registration Statement).
10.15		English Translation of Side Agreement Related to Land Lease Contract – Tianjin (incorporated by reference to exhibit 10.15 to the 2010 Registration Statement).
10.16		English Translation of Land Lease Contract – Nanyan (incorporated by reference to exhibit 10.16 to the 2010 Registration Statement).
10.17		English Translation of Side Agreement Related to Land Lease Contract – Nanyan (incorporated by reference to exhibit 10.17 to the 2010 Registration Statement).
10.18		English Translation of Land Lease Contract – Mingxiang (incorporated by reference to exhibit 10.18 to the 2010 Registration Statement).
10.19		English Translation of Side Agreement Related to Land Lease Contract – Mingxiang (incorporated by reference to exhibit 10.19 to the 2010 Registration Statement).

 

 

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10.20		English Translation of Land Lease Contract – Huajian A & B (incorporated by reference to exhibit 10.20 to the 2010 Registration Statement).
10.21		English Translation of Side Agreement Related to Land Lease Contract – Huajian A & B (incorporated by reference to exhibit 10.12 to the 2010 Registration Statement).
10.22		English Translation of Feed Sale Agreements (incorporated by reference to exhibit 10.23 to the 2010 Registration Statement).
10.23		English Translation of Land Use Rights Transfer Agreement – Qingsonggang (incorporated by reference to exhibit 10.24 to the 2010 Registration Statement).
10.24		Summary of Terms of Demand Note with Hanying Li (incorporated by reference to Amendment No. 2 to the 2010 Registration Statement filed on June 1, 2010).
10.25		English translation of Marketing Consulting Agreement for Enshi Black Hogs (North China Area) dated June 28, 2012 (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 11, 2012).
10.26		English translation of Agreement of Contract Termination effective June 15, 2012 (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 19, 2012).
10.27		Subscription Agreement with Ping Wang dated March 24, 2014 for the purchase of 3,000,000 common shares (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 27, 2014).
10.28		Subscription Agreement with Ping Wang dated April 10, 2014 for the purchase of 2,600,000 common shares (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed April 11, 2014).
10.29		Subscription Agreement with Houliang Yu dated June 6, 2014 for the purchase of 1,600,000 common shares (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 18, 2014).
10.30		Stock Purchase Agreement dated July 15, 2014 for the acquisition of 88% equity interest in Hubei Hang-ao Servo-valve Manufacturing Technology Co., Ltd. (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 18, 2014).
10.31		Subscription Agreement with Hubei Aoxin Science and Technology Group Co., Ltd. dated August 18, 2014 for the purchase of 3,000,000 common shares (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 21, 2014).
10.32		Stock Purchase Agreement dated August 26, 2014 for the acquisition of 95% equity interest in Wuhan Optical Valley Orange Technology Co., Ltd. (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 28, 2014).
10.33		Subscription agreement dated November 25, 2014  for the issuance and sale of a total of 4,600,000 common shares to Kai Xiao (1,500,000 shares), Wei Huang (1,500,000 shares), Yingjian Li (800,000 shares) and Ruinao Yang (800,000 shares) (incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 2, 2014).
10.34		Director Retainer Agreement dated October 1, 2014 with Peter E. Gadkowski, including stock option grant.
10.35		Director Retainer Agreement dated October 1, 2014 with Zihui Mo, including stock option grant.

 

 

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10.36		Director Retainer Agreement dated October 1, 2014 with Anthony S. Chan, including stock option grant.
10.37		Restricted Stock Award Agreement with Ping Wang dated February 3, 2015.
10.38		Restricted Stock Award Agreement with Hanying Li dated February 3, 2015.
10.39		Restricted Stock Award Agreement with Jung Wang dated February 3, 2015.
10.40		English Translation of Employment with Ping Wang.
14.1		Code of Business Conduct and Ethics (incorporated by reference to exhibit 99.2 to the 2010 Registration Statement).

16.1	Letter of RBSM LLP to the Commission (incorporated by reference to exhibit 99.1 to the Company’s Current Report on Form 8-K filed on September 30, 2013).
21.1	Subsidiaries of the Registrant
23.1	Consent of HHC
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Exchange Act
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Exchange Act
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation
101.DEF	XBRL Taxonomy Extension Definition
101.LAB	XBRL Taxonomy Extension Label
101.PRE	XBRL Taxonomy Extension Presentation

 

 

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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.

 

	AOXIN TIANLI GROUP, INC.
Dated: March 18, 2015	By:	/s/ Ping Wang
		Ping Wang  Chief Executive Officer (Principal Executive Officer)
	By:	/s/ Jun Wang
		Jun Wang
		Chief Financial Officer (Principal Financial and Accounting Officer)

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated March 18, 2015.

 

Signature		Title
/s/ Ping Wang		Chief Executive Officer (Principal Executive
Ping Wang		Officer) and Chairman of the Board
/s/ Jun Wang		Chief Financial Officer (Principal Financial and Accounting
Jun Wang		Officer)
/s/ Hanying Li		Director
Hanying Li
/s/ Peter E. Gadkowski		Director
Peter E. Gadkowski
/s/ Zihui Mo		Director
Zihui Mo
/s/ Anthony S. Chan		Director
Anthony S. Chan

 

 

 

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Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and

Shareholders of Aoxin Tianli Group, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Aoxin  Tianli Group, Inc. (formerly Tianli Agritech Inc.) and Subsidiaries (the "Company") as of December 31, 2014 and 2013, and the related consolidated statements of operations and comprehensive income, stockholders' equity and cash flows for the years ended December 31, 2014 and 2013. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2014 and 2013 and the results of their operations and their cash flows for the years ended December 31, 2014 and 2013, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ HHC

Forest Hills, New York

March 18, 2015

 

 

 

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AOXIN TIANLI GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
		December 31,
		2014				2013
ASSETS
Current Assets:
Cash and cash equivalents		$	39,123,869			$	10,087,694
Notes receivable			16,291				-
Accounts receivable, net			2,237,794				256,607
Accounts receivable - related party			19,875				-
Inventories			11,015,763				11,484,786
Advances to suppliers			1,051,259				1,612,492
Prepaid expenses			238,875				204,106
Other receivables, net			241,666				1,181,078
Loan receivable - related party			1,629,062				-
Due from related party			78,195				-
Total Current Assets			55,652,649				24,826,763
Long-term prepaid expenses, net			2,832,996				1,606,188
Plant and equipment, net			36,525,169				23,185,732
Construction in progress			710,128				50,897
Biological assets, net			2,036,823				3,276,840
Intangible assets, net			5,795,759				1,480,631
Total Assets		$	103,553,524			$	54,427,051
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short-term loans		$	2,411,012			$	6,382,561
Accounts payable and accrued payables			1,506,703				48,896
Advances from customers			83,304				-
Advances from customers - related party			58,451				-
Deferred income			260,058				-
Special payables			182,488				-
Other payables			2,991,109				3,309,246
Other payable - related party			180,457				-
Due to related party			455,232				139,430
Total Current Liabilities			8,128,814				9,880,133
Stockholders' Equity:
Common stock ($0.001 par value, 100,000,000 shares authorized,
32,373,000 and 13,964,000 shares issued and outstanding as of
December 31, 2014 and 2013, respectively)			32,373				13,964
Additional paid in capital			63,022,184				18,094,200
Statutory surplus reserves			2,532,813				2,416,647
Retained earnings			24,105,472				19,538,507
Accumulated other comprehensive income			4,079,896				4,046,055
Stockholders' Equity - Aoxin Tianli Group Inc. and Subsidiaries			93,772,738				44,109,373
Noncontrolling interest			1,651,972				437,545
Total Stockholders' Equity			95,424,710				44,546,918
Total Liabilities and Stockholders' Equity		$	103,553,524			$	54,427,051