Company Quick10K Filing
Quick10K
Takung Art
Closing Price ($) Shares Out (MM) Market Cap ($MM)
$0.87 11 $10
10-K 2018-12-31 Annual: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-Q 2018-03-31 Quarter: 2018-03-31
10-K 2017-12-31 Annual: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-Q 2017-06-30 Quarter: 2017-06-30
10-Q 2017-03-31 Quarter: 2017-03-31
10-K 2016-12-31 Annual: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-Q 2016-03-31 Quarter: 2016-03-31
10-K 2015-12-31 Annual: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-Q 2015-03-31 Quarter: 2015-03-31
10-K 2014-12-31 Annual: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-Q 2014-03-31 Quarter: 2014-03-31
10-K 2013-12-31 Annual: 2013-12-31
8-K 2019-02-18 Officers, Exhibits
8-K 2019-01-17 Officers, Exhibits
8-K 2019-01-17 Officers, Exhibits
8-K 2018-12-30 Shareholder Vote
8-K 2018-11-19 Officers, Exhibits
8-K 2018-08-14 Earnings, Exhibits
8-K 2018-08-13 Regulation FD, Exhibits
8-K 2018-05-16 Earnings, Exhibits
8-K 2018-03-27 Other Events
8-K 2018-03-12 Regulation FD, Exhibits
EQR Equity Residential 28,020
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GHL Greenhill 484
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AEI21 AEI Income & Growth Fund XXI 0
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TMCC Toyota Motor Credit 0
TKAT 2018-12-31
Part I
Item 1. Business
Item 1A. Risk Factors.
Item 1B. Unresolved Staff Comments.
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Mine Safety Disclosures.
Part II
Item 5. Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.
Item 6. Selected Financial Data.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 9A. Controls and Procedures.
Item 9B. Other Information.
Part III
Item 10. Directors, Executive Officers and Corporate Governance.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Item 14. Principal Accounting Fees and Services.
Part IV
Item 15. Exhibits, Financial Statement Schedules.
EX-10.32 tv517032_ex10-32.htm
EX-10.33 tv517032_ex10-33.htm
EX-21.1 tv517032_ex21-1.htm
EX-31.1 tv517032_ex31-1.htm
EX-31.2 tv517032_ex31-2.htm
EX-32.1 tv517032_ex32-1.htm

Takung Art Earnings 2018-12-31

TKAT 10K Annual Report

Balance SheetIncome StatementCash Flow

10-K 1 tv517032_10k.htm 10-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2018

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____________________ to _________________________

 

Commission file number 001-38036

 

TAKUNG ART CO., LTD

(Exact name of registrant as specified in its charter)

 

Delaware 26-4731758
State or other jurisdiction of
incorporation or organization
(I.R.S. Employer
Identification No.)
   
Room 1105 Wing On Plaza, 62 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code +852 3158-0977

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Name of each exchange on which registered
     
     

 

Securities registered pursuant to section 12(g) of the Act:

 

Common Share par value $0.001 per share

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ¨  Yes          x No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ¨  Yes          x  No

 

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  x  Yes          ¨  No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   x  Yes          ¨  No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x Yes          ¨  No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨   Accelerated filer   ¨
   

Non-accelerated filer x

Smaller reporting company x
   
  Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  ¨  Yes          x  No

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the bid and ask price of such common equity, as of the last business day of the registrant’s 2018 second fiscal quarter, was $9,808,352.55 (5,873,265  shares of Common Share held by non-affiliates, at $1.67 per share, the price at which the common equity was last sold on June 29, 2018).

 

Note .—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common share held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

 

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.           ¨   Yes                 ¨   No

 

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

 

Indicate the number of shares outstanding of each of the registrant’s classes of common share, as of the latest practicable date.

 

The number of shares of common share, par value $0.001 (the “Common Share”), outstanding as of April 1, 2019 is 11,226,025. 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).

 

 

 

 

 

 

Table of Contents

 

    Page
  PART I 4
Item 1. Business. 4
Item 1A. Risk Factors. 25
Item 1B. Unresolved Staff Comments. 41
Item 2. Properties. 41
Item 3. Legal Proceedings. 42
Item 4. Mine Safety Disclosures. 42
     
  PART II 43
     
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities. 43
Item 6. Selected Financial Data. 45
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 45
Item 7A. Quantitative and Qualitative Disclosures About Market Risk. 59
Item 8. Financial Statements and Supplementary Data. 59
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 86
Item 9A. Controls and Procedures. 86
Item 9B. Other Information. 87
     
  PART III 88
     
Item 10. Directors, Executive Officers and Corporate Governance. 88
Item 11. Executive Compensation. 97
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters. 101
Item 13. Certain Relationships and Related Transactions, and Director Independence. 103
Item 14. Principal Accountant Fees and Services. 105
     
  PART IV 107
     
Item 15. Exhibits, Financial Statement Schedules. 107

 

 2 

 

 

Cautionary Statement Regarding Forward Looking Statements

 

The discussion contained in this Annual Report on Form 10-K (“Annual Report”) contains “forward-looking statements” within the meaning of Section 27A of the United States Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the United States Securities Exchange Act of 1934, as amended, or the Exchange Act. Any statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. These statements are often, but not always, made through the use of words or phrases like “anticipate,” “estimate,” “plans,” “projects,” “continuing,” “ongoing,” “target,” “expects,” “management believes,” “we believe,” “we intend,” “we may,” “we will,” “we should,” “we seek,” “we plan,” the negative of those terms, and similar words or phrases. We base these forward-looking statements on our expectations, assumptions, estimates and projections about our business and the industry in which we operate as of the date of this Annual Report. These forward-looking statements are subject to a number of risks and uncertainties that cannot be predicted, quantified or controlled and that could cause actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Statements in this Annual Report describe factors, among others, that could contribute to or cause these differences. Actual results may vary materially from those anticipated, estimated, projected or expected should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect. Because the factors discussed in this Annual Report could cause actual results or outcomes to differ materially from those expressed in any forward-looking statement made by us or on our behalf, you should not place undue reliance on any such forward-looking statement. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement. Except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this Annual Report or the date of documents incorporated by reference herein that include forward-looking statements.

 

Currency, exchange rate, and “China” and other references

 

Unless otherwise noted, all currency figures in this filing are in U.S. dollars.

 

References to “US$,” “$”, “dollars” and “U.S. dollars” are to the legal currency of the United States.

 

References to "yuan" or "RMB" are to the Chinese yuan, the lawful currency of China, which is also known as the “Renminbi”.

 

References to “HK$” are to the Hong Kong dollars, the legal currency of Hong Kong.

 

Our reporting currency is U.S. Dollars. This Annual Report also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of HK$ into U.S. dollars were made at HK$ 7.8305 and HK$7.8128 to US$1.00 and translations of Renminbi into U.S. dollars were made at RMB 6.8755 and RMB6.5063 to US$1.00, the exchange rates set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2018 and December 31, 2017, respectively. We make no representation that the HK$, Renminbi or U.S. dollar amounts referred to in this Annual Report could have been or could be converted into U.S. dollars, HK$ or Renminbi, as the case may be, at any particular rate or at all. As of April 15, 2019, the translations of HK$ and Renminbi into U.S. dollars were made at HK$7.8419 and RMB 6.7035 to US$1.00, respectively. 

 

References to “Common Share” are to the common share of Takung Art Co., Ltd, par value $0.001.

 

References to “PRC” or “China” are to the People’s Republic of China, excluding, for the purposes of this Annual Report only, Taiwan and the special administrative regions of Hong Kong and Macau.

 

References to “Hong Kong” are to “Hong Kong, Special Administrative Region of the People’s Republic of China”.

 

Unless otherwise specified or required by context, references to “we,” “the Company”, “Takung”, “our” and “us” refer collectively to (i) Takung Art Co., Ltd, (ii) the subsidiaries of Takung Art Co., Ltd, Hong Kong Takung Art Co., Ltd (“Hong Kong Takung”) and Hong Kong Takung Art Holdings Company Limited ((“Takung Art Holdings”) , a Hong Kong limited liability company, Takung (Shanghai) Co., Ltd. (“Shanghai Takung”), Takung Cultural Development (Tianjin) Co., Ltd (“Tianjin Takung”), wholly-owned subsidiaries of Hong Kong Takung incorporated in the Shanghai Free-Trade Zone (SFTZ) in Shanghai, China and Tianjin Pilot Free-Trade Zone (TJFTZ) in Tianjin, China respectively. Art Era Internet Technology (Tianjin) Co., Ltd. (“Art Era”), wholly-owned subsidiaries of Takung Art Holdings incorporated in the Tianjin Pilot Free-Trade Zone (TJFTZ) in Tianjin, China.

 

 3 

 

 

References to Shanghai Takung’s “registered capital” and Tianjin Takung’s “registered capital” are to the equity of Shanghai Takung and Tianjin Takung respectively, which under PRC law is measured not in terms of shares owned but in terms of the amount of capital that has been contributed to a company by a particular shareholder or all shareholders. The portion of a limited liability company’s total capital contributed by a particular shareholder represents that shareholder’s ownership of the company, and the total amount of capital contributed by all shareholders is the company’s total equity. Capital contributions are made to a company by deposits into a dedicated account in the company’s name, which the company may access in order to meet its financial needs. When a company’s accountant certifies to PRC authorities that a capital contribution has been made and the company has received the necessary government permission to increase its contributed capital, the capital contribution is registered with regulatory authorities and becomes a part of the company’s “registered capital.”

 

PART I

 

Item 1.   Business

 

Overview

 

Takung Art Co., Ltd is a holding company that, through Hong Kong Takung Art Co., Ltd. and Hong Kong Takung Art Holdings Co., Ltd (“Takung Art Holdings”), Takung (Shanghai) Co., Ltd and Takung Cultural Development (Tianjin) Co. Ltd., Hong Kong Takung’s wholly-owned subsidiaries in China (“Shanghai Takung” and “Tianjin Takung” respectively), and Art Era Internet Technology (Tianjin) Co., Ltd. (“Art Era”), a wholly-owned subsidiary of Takung Art Holdings, operate an electronic online platform located at http://eng.takungae.com/ for artists, art dealers and art investors to offer and trade in ownership units over valuable artwork.

 

Through Hong Kong Takung, Shanghai Takung and Tianjin Takung, we offer on-line listing and trading services that allow artists/art dealers/owners to access a much bigger art trading market where they can engage with a wide range of investors that they might not encounter without our platform. Our platform also makes investment in high-end and expensive artwork more accessible to ordinary people without substantial financial resources. Through Takung Art Holdings and Art Era, we are planning to develop an e-commerce platform for offering, selling and trading whole piece of artwork.

 

We generate revenue from our services in connection with the offering and trading of artwork on our system, primarily consisting of listing fees, trading commissions, and management fees.

 

We are headquartered in Hong Kong, Special Administrative Region, People’s Republic of China and conduct business in Hong Kong, Shanghai and Tianjin. We’ve also set up an additional office in Hangzhou to carry out technology development. Our principal executive office is located at Room 1105 Wing On Plaza, 62 Mody Road, Tsim Sha Tsui, Hong Kong

  

Corporate History and Structure

 

We were incorporated in Delaware under the name Cardigant Medical Inc. on April 17, 2009. Our initial business plan was focused on the development of novel biologic and peptide-based compounds and enhanced methods for local delivery of treatments for vascular diseases including peripheral artery disease and ischemic stroke.

 

Pursuant to the Stock Purchase Agreement dated as of July 31, 2014, Yong Li, an individual purchased a total of 22,185,230 (pre- Reverse Stock Split) restricted shares of Common Stock of the Company from a group of three former shareholders of the Company. In consideration for the shares, Mr. Li paid the sellers $399,344 in cash which came from his own capital. The sellers were Jerett A. Creed, the Company’s former Chief Executive Officer, Chief Financial Officer, director and formerly a controlling shareholder of the Company, the Creed Family Limited Partnership and Ralph Sinibaldi. The shares represented approximately 95% of the Company’s then issued and outstanding Common Stock. The sale was consummated on August 28, 2014. As a result of the transaction, there was a change in control of the Company.

 

 4 

 

 

On August 27, 2014, we entered into a Contribution Agreement with Cardigant Neurovascular. Pursuant to the Contribution Agreement, we assigned all our assets, properties, rights, title and interest used or held for use by our business, (except for certain excluded assets set forth therein) which was the treatment of atherosclerosis and plaque stabilization in both the coronary and peripheral vasculature using systemic and local delivery of large molecule therapeutics and peptide mimetics based on high density lipoprotein targets (“Cardigant Business”). In consideration for such contribution of capital, Cardigant Neurovascular agreed to assume all our liabilities raising from the Cardigant Business prior to the date of the Contribution Agreement and thereafter with regard to certain contributed contacts. We granted Cardigant Neurovascular an exclusive option for a period of 6 months to purchase the excluded assets for $1. Cardigant Neurovascular exercised this option October 20, 2014 and the excluded assets were assigned to Cardigant Neurovascular on October 20, 2014.

 

Also on October 20, 2014, we acquired the business of Hong Kong Takung through the acquisition of all the share capital of Hong Kong Takung under a Share Exchange Agreement dated September 23, 2014 in exchange for 209,976,000 (pre-Reverse Stock Split) newly-issued restricted shares of our Common Stock to the shareholders of Hong Kong Takung.

 

Hong Kong Takung is a limited liability company incorporated on September 17, 2012 under the laws of Hong Kong, Special Administrative Region, China. Although Hong Kong Takung was incorporated in late 2012, it did not commence business operations until late 2013.

 

As a result of the transfer of the excluded assets pursuant to the Contribution Agreement and the acquisition of all the issued and outstanding shares of Hong Kong Takung, we are no longer conducting the Cardigant Business and have now assumed Hong Kong Takung’s business operations as it is now our only operating wholly-owned subsidiary.

 

On November 5, 2014, we filed a Certificate of Amendment to our Certificate of Incorporation with the Secretary of the State of Delaware to change our name from “Cardigant Medical Inc.” to “Takung Art Co., Ltd.”

 

On July 28, 2015, Hong Kong Takung incorporated a wholly owned subsidiary, Takung (Shanghai) Co., Ltd. (“Shanghai Takung”), in Shanghai Free-Trade Zone (SFTZ) in Shanghai, China, with a registered capital of $1 million. Shanghai Takung assists in Hong Kong Takung’s operations by receiving deposits from and making payments to online artwork Traders in mainland China on behalf of Hong Kong Takung. On January 27, 2016, Hong Kong Takung incorporated a wholly owned subsidiary, Takung Cultural Development (Tianjin) Co., Ltd (“Tianjin Takung”) in the Tianjin Free Trade Zone (TJFTZ) in Tianjin, China with a registered capital of $1 million. Tianjin Takung provides technology development services to Hong Kong Takung and Shanghai Takung, and also carries out marketing and promotion activities in mainland China. Management has recently determined to merge the operations of Shanghai Takung with Tianjin Takung’s and eventually dissolve Shanghai Takung in order to save costs.

 

On August 10, 2015, we filed a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split of our issued and outstanding shares of Common Stock at a ratio of 1-for-25 (the “Reverse Stock Split”). Upon filing of the Certificate of Amendment, every twenty-five shares of the Company’s issued and outstanding Common Stock were automatically converted into one issued and outstanding share of Common Stock, without any change in par value per share. No fractional shares will be issued as a result of the Reverse Stock Split. Shareholders who would otherwise be entitled to receive a fractional share will be entitled to rounding up their fractional shares to the nearest whole number.

 

Hong Kong Takung Art Holdings Company Limited (“Takung Art Holdings”) was incorporated in Hong Kong on July 20, 2018 and operates as a holding company to operate an e-commerce platform for offering, selling and trading whole pieces of artwork instead of units of artwork.

 

Art Era Internet Technology (Tianjin) Co., Ltd (“Art Era”) was incorporated in Tianjin, China on September 7, 2018, and is a directly wholly-owned subsidiary of Takung Art Holdings. It is a limited liability company with a registered capital of $2 million located in the Pilot Free Trade Zone in Tianjin. Art Era will focus on developing our e-commerce platform.

 

 5 

 

 

Business History of Hong Kong Takung

 

Hong Kong Takung is a limited liability company incorporated on September 17, 2012 under the laws of Hong Kong, Special Administrative Region, China. Its authorized capital is 20,000,000 shares. Prior to the Reverse Merger, all its 20,000,000 issued and outstanding shares, par value $0.13 (HK$1) per share, were owned by Kirin Linkage Limited (4,000,000 shares) and Loyal Heaven Limited (16,000,000 shares), both Cayman Islands companies.

 

Although Hong Kong Takung was incorporated in late 2012, it did not commence business operations until late 2013.

 

 6 

 

 

Corporate Structure

 

The diagram below illustrates our current corporate structure:

 

  

Our Trading Platform

 

Our proprietary platform is an all-electronic trading system, consisting of host computers, client-side terminals and an interconnected communication system. Our trading system supports the trading and payment/settlement of artwork ownership units. It is an electronic platform developed by a third party software development company and customized for us, primarily consisting of a matching system, a transaction monitoring system, an account managing system and a settlement system. Currently, our software development team is stationed in Hangzhou to continue to develop the platform to be more robust, with additional functionalities to further improve the customer experience.

 

Matching is a core function of our trading platform. Our system concludes transactions by matching all the transactions submitted by the Traders. Transaction monitoring system is responsible for monitoring the daily transactions in real-time to ensure fairness and accuracy in our trading platform. The settlement system verifies and reconciles daily statistical data with the banks’ transaction system, and completes the registration and settlement (or payment) of artwork units once the transaction data is verified.

 

Our website http://eng.takungae.com/ is an essential part of our trading platform.

 

The website is important as it is the gateway to our trading platform. It publishes our membership and trading rules, trading information disclosure, and artwork introduction, and provides services to Traders, such as account management. Traders may open, close and manage their accounts with us on our website. Client-end terminal may be downloaded from our website. Through the terminal, Traders may access their account with us and conduct transactions in artwork units, such as purchasing and selling and submitting inquiries. Data transmission between the Traders and our trading system is encrypted to prevent data leaks.

 

 7 

 

 

Our trading platform is currently linked to China Merchants Bank, Hong Kong Branch (“CMB”). Traders are required to open an account with CMB and their accounts are linked to our trading and settlement system to ensure the timely settlement of their trades. For RMB settlements in China, our trading platform through Enterprise Resources Planning (ERP) system, can directly connect trader bank accounts to our bank account under Bank of China and Ping An Bank to facilitate account and transaction enquiries. The transaction instructions will be submitted to our trading platform on a real-time basis for their deposit. On January 16, 2017, our trading platform subscribed a new payment function from Ping An Bank which provides real-time payment and settlement service to make deposits quick and easy. If they would like to withdraw money from their trading account, the Traders will put in a request on our trading platform. After confirming the Traders’ accounts have sufficient money for withdrawal, we will transfer the money from the client-money bank account to the Traders’ individual bank account.

 

In order to execute a trade, a Trader logs into his online bank account and must first transfer funds from his bank account to his trading account with us. This ensures that he has sufficient funds to consummate a trade.

 

Offering and trading of artwork on our platform involves a number of parties, namely, Original Owner, Offering Agent, and Traders.

  

·An Original Owner is the original owner of the artwork to be offered and traded on our platform. Customarily, the Original Owner is also the artist or creator of the artwork although this is not always the case. The Original Owner must have good and marketable title to the artwork and have the right to dispose of the artwork.

 

  · An Offering Agent is an entity that is experienced with artwork or artwork investment and has a good reputation. The Offering Agent is engaged by the Original Owner to assist him or her with the offering and trading of artwork, such as preparation of listing application and assigning an investment value, research, organizing promotions and marketing activities, communicating with potential investors, etc.

 

  · A Trader is anyone who is 18 years or older or any entity that maintains a trading account with us through our electronic trading platform and participates in the trading of artwork units. Once a Trader acquires one or more units of an artwork, the Trader becomes a Co-Owner of that artwork. Presently, only residents of the People’s Republic of China, Australia, Malaysia, Mongolia, New Zealand, Russia, Singapore and Taiwan are eligible to become a Trader.

 

Additional parties such as insurer, appraisal firm, trader service organizations and custodian for artworks will be retained in connection with the offering and trading of artwork on our system. A trader service organization is an independent legal entity pre-approved by us to provide business consulting services to our Traders.

 

Our trading system hardware platform is hosted by a rendered service from Ali Cloud and their server is under Singapore, our clearing system hardware platform is hosted in Hong Kong and our disaster recovery system is set up in the CITIC Telecom IDC room, located in Hong Kong. The real-time data synchronization ensures the safety of transaction data. 

 

Through our subsidiary, Shanghai Takung, we are able to receive deposits from and make payments to online artwork Traders in mainland China on behalf of Hong Kong Takung. We disbanded the whole software development team in Hangzhou and will outsource the research and development work of our trading platform to a third party contractor when the need arises. Tianjin Takung is presently a back office for Hong Kong Takung and Shanghai Takung, which provides technology support and also carries out marketing and promotion activities in mainland China. Management has recently determined to merge the operations of Shanghai Takung with Tianjin Takung’s and eventually dissolve Shanghai Takung in order to save costs.

 

Revenue

 

We generate revenue from our services in connection with the offering and trading of artwork on our system. Our revenue mainly falls into three broad categories: (i) listing fees, (ii) trading commissions, and (iii) management fees. To a much smaller extent, we have two additional sources of revenue, which we began earning start in 2015. We charge an annual fee for providing Traders and Offering Agents with premium services, including more in-depth information and tools, on the trading platform. This revenue is recognized ratably over the service agreement period. We also began earning authorized agent subscription revenue which is an annual service fee paid by authorized agents to grant them the right to bring their network of artwork owners to list their artwork on our trading platform. This revenue is recognized ratably over the annual agreement period.

 

 8 

 

 

Offering

 

Artwork that is eligible for offering and trading on our platform includes calligraphy, paintings, sculptures, crafts, jade, jewelry, metal ware, ceramics, and antique furniture. The common denominator of our listed paintings is that they are from renowned living artists and are valuable.

 

 For example, the 279 sets of artwork listed for trade on our platform through December 31, 2018 have been 54 sets of paintings and calligraphies from famous Chinese, Russian and Mongolian artists, with a total listing value of $24,637,636 (HK$193,100,000); 35 pieces of jewelry with a total listing value of $9,270,692 (HK$72,660,000); 134 pieces of precious stones with a total listing value of $16,272,831 (HK$127,540,000); 29 pieces of amber with a total listing value of $12,695,207 (HK$99,500,000); 4 pieces of antique mammoth ivory carvings with a total listing value of $663,468 (HK$5,200,000); 2 pieces of porcelain pastel paintings with a total listing value of $331,734 (HK$2,600,000); 7 pieces of porcelains with a total listing value of $1,084,515 (HK$8,500,000); 6 sets of Unit+ products with a total listing value of $1,315,964 (HK$10,314,000); 1 piece of Yixing collectable with a listing value of $127,590 (HK$1,000,000); and 7 pieces of Sports memorabilia with a listing value of $1,085,714 (HK$8,509,400).

 

Traditionally, artwork is sold and transacted by the creator/owner of it through galleries, stores and agents.

 

Similarly, an artwork is presented to us for listing by the owner/artist (Original Owner) together with an agent (Offering Agent). Both the Original Owner and the Offering Agent would have discussed and proposed a price for the artwork in their listing application to us. An Offering Agent assists the Original Owner with the listing process, such as getting the artwork appraised by a third party professional, assigning an initial value for each trading unit at listing, performing research and preparing the marketing material and promotional activities to attract Traders’ interest. There may be circumstances in the future that the Original Owner will approach us for the listing, in which case, we will recommend an Offering Agent to assist the Original Owner with the listing process. However, we consider this to be a rare case. For the 279 pieces of artwork that we have listed through December 31, 2018, the listing processes were all initiated by Offering Agents.

 

On receipt of the application, we will assess and consider the merits of listing the artwork on our platform. Some of the factors we will consider are the appeal of the proposed artwork, the artist, the marketability of the artwork and the likelihood of its appreciation in the future.

 

Assuming that an artwork is accepted for listing, it will be divided into equal ownership units based on its appraised value. For example, a painting with a listing value of $1,531,081 (HK$12,000,000) may be divided into 12,000,000 units with each unit sold at $0.13 (HK$1). Traders would then be able to bid for and trade these units on our platform.

 

Qualification for Offering

 

We have quantified standards for artwork that is eligible for offering and trading in A-Tier on our platform. Except for the A-Tier standards, we do not have quantified standards for artwork that is eligible for offering and trading on our platform. However, we will generally require the artwork to meet the following qualifications:

 

  · Clearly-established ownership

 

  · Having certain economic and artistic value

 

  · Having an appraisal report from professional appraisers

 

We do not evaluate or appraise artwork but we rely on expert opinions from third parties on the value of the artwork.

 

Offering Process

 

To list an eligible artwork on our platform, the Original Owner and/or his/her Offering Agent must submit a listing application to us together with an investment value research report on the artwork and an offering statement. The investment value research report analyses all the factors that would affect the investment value of the artwork. The artwork should be appraised by a qualified appraisal firm appointed by the Original Owner and/or the Offering Agent.

 

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Generally, an offering statement includes the following information:

 

  · Introduction of the artwork, including name, author, date of creation
  · Material facts on the offering, including type of artwork, total offering price, offering method, identity of Offering Agent, the number of artwork units offered, offering number, unit offering price, term of the offering, subscription period, minimum subscription amount, etc.
  · Offering details including subscription procedure, registration, etc.
  · Parties involved in the offering, including Offering Agent, appraisal firm, insurer, custodian
  · Appendices generally include related material documents such as appraisal report

 

Prior to the sale to the public, the Original Owner may reserve a certain percentage of the artwork units and the Offering Agent may subscribe for a certain percentage of artwork units, generally 0-10%, maximum up to 30%. These artwork units held by the Original Owner and the Offering Agent may not be traded until 180 days after the date when the artwork is listed.

 

The offering of ownership units in artwork will be considered successful if the units subscribed reach a prescribed percentage (“Offering Percentage”) of the total units offered. The Offering Percentage is determined by the Original Owner, the Offering Agent, if one is engaged, and us and is set forth in our Offering Agreement with them. The Offering Percentage for our existing listed artwork is 80%. If an Offering Agent is engaged, the total number of subscribed units by Traders and reserved units by the Original Owner should equal or exceed the Offering Percentage; otherwise, the offering is unsuccessful. If no Offering Agent is involved, the total subscribed units should exceed the Offering Percentage; otherwise, the offering is unsuccessful. In the event of an unsuccessful offering, the offer for subscriptions of the artwork units by Traders is voided.

 

If the total subscribed units exceed the Offering Percentage but are less than the total offered amount, then the Offering Agent is obliged to purchase the remaining units on the same offering terms or if no Offering Agent is engaged, the Original Owner shall retain the remaining units. In the former, the Offering Agent is required to link its bank account at CMB or accounts in PRC with its trading account with us to ensure that it has sufficient funds to purchase any remaining unsold units. The Original Owner and/or the Offering Agent shall pay us a one-time offering fee and a listing deposit. The offering fee is determined based on many factors, such as the type of artwork and the offering size. We generally charge approximately 22.5-48.5% of the total offering price for calligraphies, paintings, jewelry, ambers, precious stones, antique mammoth ivory carving, porcelain pastel paintings and porcelain, which are the major types of artwork listed and traded on our system as of December 31, 2018. The listing fee is earned when the units for the artwork are successfully subscribed for and trades on our platform.

  

The offering deposit is generally 20% of the total offering price and may vary based on the type of artwork, offering price and other factors. The offering deposit is paid by the Offering Agent through the linked accounts as described above and will be refunded if all offered artwork units are sold. In the event that the total number of units sold exceeds the Offering Percentage but does not reach all of the units offered, the offering deposit will be used to purchase the remaining artwork units that have not been subscribed by Traders.

 

Upon receipt of all required offering documents, we will review the offering application and decide on a case by case basis, if the artwork should be listed and traded on our platform. Our management team, with the assistance of art consultants (who are appointed by the Offering Agent), conducts a procedural review of the offering application and related documents. We will approve the artwork for offering and trading as long as all listing requirements are met.

 

As of December 31, 2018 there were 279 pieces of artworks, including 54 sets of paintings and calligraphies, 35 pieces of jewelry, 134 pieces of precious stones, 29 pieces of amber, 4 pieces of antique mammoth ivory carving, 2 pieces of porcelain pastel paintings, 7 pieces of porcelain, 6 sets of Unit+ products, 1 piece of Yixing collectable and 7 piece of Sports memorabilia successfully listed and trading on our system.

 

The first set of paintings and calligraphies was listed in 2013, two sets were listed during the six months ended June 30, 2014, the fourth set was listed during the third quarter of 2014, two sets were listed during the fourth quarter of 2014, three sets were listed during the fourth quarter of 2015, one set was listed during the first quarter of 2016, five sets were listed during the second quarter of 2016, nine sets were listed during the third quarter of 2016, seven sets were listed during the fourth quarter of 2016, two sets were listed during the second quarter of 2017, six sets were listed during the third quarter of 2017 and one set was listed during the fourth quarter of 2017, five sets were listed in the first quarter of 2018 and nine sets were listed in the second quarter of 2018.

 

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Apart from paintings and calligraphies, four pieces of jewelry were listed on the platform on January 22, 2015, three pieces were listed in the first quarter of 2016, two pieces were listed in the second quarter of 2016, six pieces were listed in the third quarter of 2016, three pieces were listed in the fourth quarter of 2016, ten pieces were listed in the first quarter of 2017, five pieces were listed in the second quarter of 2017, one piece was listed in the third quarter of 2017 and one piece was listed in the fourth quarter of 2017.

 

Five pieces of precious stones were listed in the second quarter of 2015, seven pieces were listed in the third quarter of 2015, thirteen pieces were listed in the fourth quarter of 2015, eleven pieces were listed in the first quarter of 2016, thirty-two pieces were listed in the second quarter of 2016, sixteen pieces were listed in the third quarter of 2016, six pieces were listed in the fourth quarter of 2016, thirteen pieces were listed in the first quarter of 2017, six pieces were listed in the second quarter of 2017, six pieces were listed in the third quarter of 2017 and eleven pieces were listed in the fourth quarter of 2017 and eight pieces were listed in the first quarter of 2018.

 

Three pieces of amber were listed in the third quarter of 2015, eight pieces were listed in the fourth quarter of 2015, four pieces were listed in the first quarter of 2016, six pieces were listed in the second quarter of 2016 and eight pieces were listed in the third quarter of 2016.

 

 

One piece of antique mammoth ivory carving was listed in the first quarter of 2016, two pieces were listed in the second quarter of 2016 and one piece was listed in the fourth quarter of 2016.

 

Two pieces of porcelain pastel paintings was listed in the second quarter of 2016.

 

One piece of porcelain was listed in the fourth quarter of 2016 and one piece was listed in the first quarter of 2017, four pieces was listed in the first quarter of 2018 and one piece was listed in the fourth quarter of 2018.

 

 

One set of Unit+ product was listed in the third quarter of 2017, one set of was listed in the first quarter of 2018 and four sets was listed in the second quarter of 2018.

 

One piece of Yixing collectable was listed in the fourth quarter of 2017.

 

One piece of Sports memorabilia was listed in the fourth quarter of 2017, five pieces was listed in the first quarter of 2018 and one piece was listed in the second quarter of 2018.

 

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The Original Owner and the Offering Agent are required to disclose timely all material information regarding the artwork. The disclosure must be true, accurate, complete and not misleading. The Original Owner and the Offering Agent are responsible for their conduct in connection with the offering of the artwork. We also monitor and regulate their conduct. For more information, please refer to our disclosure under “Regulation of Market Participants.”

 

Subscription Process

 

Once the offering is approved, the Offering Agent will fund its trading account with the listing deposit and we then register the artwork units in our system. The Traders may log into their trading account to bid for the artwork units. If the artwork units are over-subscribed, we will conduct a lottery to determine which subscriptions will be accepted.

 

A Trader may receive a lower allocation than the number of units that he or she has applied for. Traders may also be allotted with more or fewer units than others who have applied for the same number of units. It is also possible that Traders are not allotted any units at all. The more units that a Trader applies for, the more likely a Trader is allotted with units. In order to subscribe for units, Traders need to set aside money in their brokerage accounts with us, which is “frozen” during the subscription period. After the announcement of the allotment, the money “frozen” will be released to us in a successful Offering or back to the Traders’ accounts in an unsuccessful one. The funds from successful subscriptions will be disbursed to the Original Owner in accordance with the payment schedule provided in our Offering Agreement with him or her.

 

Pre-Listing Premium Pricing

 

In addition to charging a percentage of the total listing amount as listing fee, additional listing revenue may be generated by the Pre-Listing Premium processed by the Offering Agent.

  

In certain circumstances, if the Offering Agent believes that there are Traders who are willing to pay a premium to be able to purchase the units without entering the balloting process so they can be certain about purchasing the units, the Offering Agent can negotiate with the Original Owner and us to “lock-in” and purchase the units outright on the listing date at a premium. These units will not be entered into the balloting process. The Listing Agreement (between the Owner, Agent and us) would specify the maximum number of units that can be locked in by the Offering Agent. The premium, which is in addition to the total listing amount, is recognized as listing income.

 

Insurance and Storage of Artwork

 

We require insurance coverage for artwork offered and traded on our platform. The insurance policy has an insured value equal to the total offering price of the artwork and covers the entire trading period.

 

The listed artwork is also required to be stored at qualified facilities. The storage companies we select are experienced with artwork storage and transportation. Specifically, the storage facility should meet the following requirements:

 

  · Has warehouses with constant temperature and humidity in different locations;

 

  · Has 24 hour video surveillance and infrared burglar alarm system;

 

  · Has professional artwork transportation equipment; and

 

  · Has security personnel.

 

Once a Trader purchases certain artwork units, he will become a Co-Owner of this artwork and must abide by a Co-Owner Agreement, which, among other things, authorizes us to select and change, on behalf of the Co-Owners, the Storage Company and insurer for the artwork.

 

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We pay the fees for the insurance and the storage out of the management fees paid to us by the Traders. Our management fee is calculated at $0.0013 (HK$0.01) per 100 artwork units per day. The management fee is accounted for as revenue, and immediately deducted from the proceeds from the sales of artwork units when a transaction is completed.

 

In the event of a loss, we will receive the insurance monies from the insurer as beneficiary under the relevant insurance policy and then disburse them to all Co-Owners in accordance with the Co-Owner Agreement.

 

Trading

 

Our market is open for trading from Monday through Friday. Traders may only purchase or sell artwork units during trading hours. They may nevertheless log into their account and view the account information, such as the balance of funds, type and number of artwork units held during non-business hours.

 

Traders purchase and sell artwork units listed on our system through a client-end terminal – trading software. The software is available for download from our website http://eng.takungae.com/ and every Trader may commence trading in artwork units once he opens a trading account with us and has funded this account as described above. Each Trader is required to sign a Trading Agreement and abide by a Co-Owner Agreement. The aggregate number of units allowed to be traded per day by a Trader shall not exceed 5% of the total offered artwork units.

 

On April 1, 2016, we began to charge a predetermined monthly fee (unlimited trades for specific artworks) for specific artworks. These Traders are selected by authorized agents and subject to our review. After review, we negotiate individually with each Trader to determine a fixed monthly fee. Pursuant to negotiations, different Traders may have different rates and once agreed upon, the monthly fee is fixed.

  

We charge trading commissions for purchase and sale of artwork units. The commission is typically 0.3% of the total amount of each transaction but as a promotion, we currently charge a reduced fee of 0.2% of the transaction value on both the purchase and sale sides resulting in an aggregate commission rate of 0.4%.

 

We also charge Traders management fees covering the insurance, storage, and transportation for an artwork and trading management of artwork units, which are calculated at $0.0013 (HK$0.01) per 100 artwork units per day. The management fee is deducted from proceeds from the sale of artwork units.

 

Currently, most of our Traders are from Mainland China and some portion from other countries such as Australia, Malaysia, Mongolia, New Zealand, Russia, Singapore and Taiwan are also eligible to register as Traders.

  

Trading Halt

 

We may halt the trading of a listed artwork upon occurrence of the following conditions:

 

  · Occurrence of irregular trading activities;
  · 10% or more of a listed artwork is involved in legal proceeding and has been frozen by relevant authorities;
  · Release of information in public media that may materially affect or have affected the trading price of the artwork;
  · The artwork is the subject of a legal proceeding regarding ownership;
  · Upon application by all the Co-Owners to change the terms of Co-Owner Agreement or arrangements regarding transportation, storage, insurance or exhibition of the artwork;
  · The artwork is involved in illegal transactions; and
  · Other circumstances that would make the listing unfit in our discretion.

 

Delisting

 

Each offering statement will stipulate the term in which an artwork trades on our platform. An artwork may be delisted from our platform through voluntary withdrawal or successful sale of the artwork via auction at the end of the term.

 

Upon application of all the Co-Owners, an artwork may also be delisted from our system. The Co-Owners should submit a delisting application, upon receipt of which we will suspend the trading of the artwork units. If the application is approved, the artwork will be delisted from our platform; otherwise, it will resume trading. Once delisted, the artwork will be returned to the designee of all Co-Owners or the sole owner.

 

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Upon expiration of the trading term as set forth in the offering statement, the trading of the artwork units will be suspended and the artwork will enter into an auction process. The offering price shall be the reserve price for the artwork. Once it is successfully sold through auction, the artwork will be delisted from our system. If the auction is not successful, the artwork units will resume trading for a term to be determined at the time its trading is resumed.

 

An artwork may also be delisted due to the following reasons:

 

  · The artwork was lost in a theft or robbery;
  · The artwork was irreparably damaged;
  · The artwork was adjudicated to be owned by a person other than the Original Owner; and
  · Other circumstances which we deem would render the listing unfit.

 

A delisting report will be issued by us upon delisting of an artwork, which report will state the name of the delisted artwork, the delisting date, the delisting decision, related matters following the delisting, etc.

 

Registration and Settlement

 

Our trading platform’s settlement system reconciles all trades and payments on a daily basis.

 

The registration and settlement of the trading of artwork units is currently supervised and managed by our registration and settlement department. This department is responsible for trading account setup and management, registration of artwork units, including initial registration, transfer registration and delisting registration and providing information, consultation or training relating to the registration and settlement of artwork units.

 

Regulation of Market Participants

 

The Original Owner and the Offering Agent are required to comply with our rules in connection with the offering of artwork. If we discover any violation, we will request them to take corrective actions. If the Offering Agent engages in fraudulent activities, such as putting out false or misleading advertisement or disclosure on the artwork, it may be barred from participating in any offering for up to two years, in addition to any legal liabilities.

 

We monitor and regulate the conducts of Traders on a daily basis through our real time monitoring system. If there are irregular trading activities that may affect the trading price and volume of artwork units, we will seek clarification from the Trader(s) by sending inquiries and notices, and conducting interviews, etc. If there is any violation of our trading rules, we may take the following actions:

 

  · issue oral or written warnings;
  · request the Trader to submit written commitment;
  · issue a reprimand;
  · impose a fine;
  · suspend or limit trading activities; and
  · revoke the qualifications of the Trader.

 

Sales and Marketing

 

We are currently marketing our electronic trading platform through participation in culture and art exhibitions and internet advertising. Additionally, we encourage existing Traders to introduce new Traders. For fiscal year 2017, we paid commissions to existing Traders who have successfully introduced new Traders at the following rates:

 

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Number of
Referees
  Accumulated Total Gross Trade 
Amount
(in HKD)
  Rebate Ratio
≥ 1 person   > $0   5% of Referee’s commission

 

Effective January 1, 2018 through December 31, 2018, commissions to existing Traders were as follows:

  

We have also instituted a trader service organization service program. Trader service organizations are separate, independent entities that provide business consultation services to some of our Traders such as providing training on the trading rules of our platform. Under the trader service organization service program, we will pay the relevant trader service organization up to 68% of all trading commissions generated from new Traders referred to us from Traders serviced by such trader service organization (“Service Fee”). The exact terms with each trader service organization which participates in this program vary on a case by case basis although in every case, the Service Fee is contingent on the ongoing business consultation relationship between the trader service organization and the Trader. In other words, if the business consultation relationship is terminated between a Trader and its trader service organization, that trader service organization will no longer earn a Service Fee from trading commissions generated from new Traders introduced by that Trader.

 

Additionally, a trader service organization may refer other trader service organizations to us. The referring trader service organization will be paid up to 10% of the Service Fee payable to the new trader service organization.

  

We utilize Google and Baidu Listing Search and Key Word Search services for search engine optimization in order to promote our website and platform.

 

In April 2016, we introduced a discount program to our VIP Traders with a contractually determined flat rate of trading commission is applied to the transactions of these certain artworks. Any trading commission charges incurred by the VIP Traders over the flat rate will be waived. The discounted rate varies between the selected artworks. If VIP traders become delinquent on payment, we will cancel the discount program for those individuals and revert to charging them commission per transaction.

 

Besides this, we also instituted separate discount programs to VIP Traders by waiving their trading management fees during certain promotion periods. The rebates and discounts are recognized as a reduction of revenue in the same period the related revenue is recognized.

 

Customers

 

Our customers are the Traders, Original Owners and Offering Agents. We are constantly marketing and increasing our customer base, it is difficult to ascertain if the loss of a single customer, or a few customers would have a material adverse effect on us. Suffice it to say, no one customer constitutes in the aggregate 10% or more of our consolidated revenue.

 

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Seasonality

 

In view of our operating history, other than the Chinese New Year which could impact the number of listings and trading around that period, , we believe the nature of our business is not cyclical.

 

Employees

 

As of February 28, 2019, we had 37 full-time employees, comprising 25 employees who are based in the People’s Republic of China, and 12 employees who are based in Hong Kong. Chun Hin Leslie Chow is Hong Kong Takung’s Former Chief Financial Officer (apart from being our Chief Executive Officer).  Song Wang is Shanghai Takung and Tianjin Takung’s General Manager and also the director of the Tianjin Takung, Shanghai Takung and Hong Kong Takung. Di Xiao is a Director of Takung Art Holdings, Zhong Fu is a General Manager and Director of Art Era. Jehn Ming Lim is our Chief Financial Officer. As for the other 34 employees, 5 are from the Business Development department, 3 are from the Big Data Analytics department, 5 are from the IT department, 1 is from the Transaction Management department, 7 are from the Administrative department, 1 is from Customer Service department, 2 are from the Clearing and Settlement department, 1 is from the Uplisting department, 1 is from the Legal department, 7 are from the Accounting department and 1 is from the Finance Team.

 

There are no collective bargaining contracts covering any of our employees. We believe our relationship with our employees is satisfactory.

 

Regulation

 

U.S. Regulations  

 

On December 22, 2017, the Tax Cuts and Jobs Act (“the Act”) was enacted by the U.S. government which included a wide range of tax reform affecting businesses including the corporate tax rates, international tax provisions, tax credits and deduction with majority of the tax provision effective after December 31, 2017.

 

The Act establishes a flat corporate income tax rate of 21% which supersedes the current tax rate ranging from 15% through 35% and repeals the corporate alternative minimum tax (AMT) effective in 2018.

 

Under the Act, U.S. federal net operating losses (NOLs) carryforwards will be indefinitely while the two-year NOL carrybacks for NOLs arising in taxable years ending after December 31, 2017 was repealed. Furthermore, the Act imposes an annual limit of 80% on the amount of the taxable income that such NOLs can offset for the NOLs arising in taxable years ending December 31, 2018 and thereafter.

 

The Act has significantly modified the U.S. international business tax regime, essentially transforming the framework by which U.S. and non-U.S. headquartered businesses are taxed. The significant changes consist of:

 

·A partial participation exemption system for profits derived by US-based multinationals from foreign subsidiaries, eliminating the friction of a US tax upon repatriation of overseas profits

 

·A minimum tax on foreign earnings of US-based multinationals with foreign subsidiaries

 

·A base erosion tax on transactions between US and non-US affiliated corporations, in structures involving US and non-US headquartered groups

 

·A one-time tax on the estimated US$2-3 trillion of overseas earnings accumulated by US-based multinationals, payable over eight years, and thus allowing those profits to be repatriated without further US tax

 

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·Several other changes across the US international tax regime addressing the source of income, FTCs, deductibility of payments, and other issues, including ownership and transfers of intangible property (Global Intangible Low-Taxed Income or GILTI).

 

Hong Kong Regulations

 

As a business operating in Hong Kong, we are subject to various regulations and rules promulgated by the Hong Kong government. The following is a brief summary of the Hong Kong laws and regulations that currently materially affect our business. This section does not purport to be a comprehensive summary of all present and proposed regulations and legislation relating to the industries in which we operate.

 

Securities & Futures

 

The securities and futures markets in Hong Kong are currently governed by the Securities & Futures Ordinance (“SFO”). The SFO consolidates and authorized the 10 previous ordinances regulating the securities and futures markets. The primary legislation and the subsidiary legislation commenced operation on April 1, 2003. By law, any person carrying on, among others, a business of dealing in securities in Hong Kong, has to be licensed by the Securities and Futures Commission (“SFC”) unless falling within one of the licensing exemptions.

 

The term “securities” under the SFO is defined as:

 

(a)shares, stocks, debentures, loan stocks, funds, bonds or notes of, or issued by, or which it is reasonably foreseeable will be issued by, a body, whether incorporated or unincorporated, or a government or municipal government authority;

 

(b)rights, options or interests (whether described as units or otherwise) in, or in respect of, such shares, stocks, debentures, loan stocks, funds, bonds or notes;

 

(c)certificates of interest or participation in, temporary or interim certificates for, receipts for, or warrants to subscribe for or purchase, such shares, stocks, debentures, loan stocks, funds, bonds or notes;

 

(d)interests, rights or property, whether in the form of an instrument or otherwise, commonly known as securities;

 

(e)interests, rights or property, whether in the form of an instrument or otherwise, prescribed by notice under section 392 as being regarded as securities in accordance with the terms of the notice.

 

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Our business model does not qualify as dealing in securities, as such term is defined in the SFO and as such, we are not required to obtain the requisite license from the SFC.

 

Sale of Goods

 

In the event an artwork is “delisted” from our platform, we would arrange to sell the artwork on behalf of all owners of the artwork and then distribute the proceeds of sale to them. We will be considered a “Commercial Agent” under the Hong Kong Factors Ordinance and a “Seller” under the Hong Kong Sales of Goods Ordinance.

 

The Sale of Goods Ordinance (“SGO”) provides that goods for sale must be:

 

  · Of merchantable (satisfactory) quality. Goods must meet the standard that a reasonable person would regard as satisfactory, taking account of any description of the goods, the price and all other relevant circumstances. The quality of goods includes their appearance and finish, their safety and their durability. Goods must be free from defects, even minor ones, except where these defects have been brought to your attention by the seller (section 16 of SGO);
  · Fit for their purposes (section 16 of SGO);
  · As described on the package or a display sign, or by the seller (section 15 of SGO); and
  · Correspond with the sample (section 17 of SGO).

 

If sellers fail to meet any one of the above conditions, they are in breach of contract. Under these circumstances, consumers are entitled to reject the goods and demand a full refund. We are accordingly bound by these implied warranties of sale in the event that we sell any artwork previously listed on our platform.

 

Supply of Services

 

We provide a platform to trade in artwork units for which we are compensated by receiving listing fees, management fees and trading commissions. The Hong Kong Supply of Services (Implied Terms) Ordinance (“SSO”), provides that in the absence of provisions in the contract for services, services should be carried out with reasonable care and skill (which generally means the services must meet the standard that a reasonable person would regard as satisfactory) ( section 5 of the SSO), the services should be performed within a reasonable time if the time of performance has not been fixed by the contract (section 6 of the SSO); and a reasonable charge should be paid if the charge has not been fixed by the contract (section 7 of the SSO).

 

If service suppliers fail to meet any one of the above conditions, they would be “in breach of contract”. Under these circumstances, consumers are entitled to sue defaulting suppliers for compensation.

 

Section 8(1) of the SSO provides that as against a party to a contract for the supply of a service who deals as a consumer, the other party (the service supplier) cannot, by reference to any contract term, exclude or restrict any liability of his arising under the contract by virtue of this Ordinance. In other words, we cannot impose a contract term that excludes or restricts our liability on breach of contract.

 

In addition, the Hong Kong Control of Exemption Clauses Ordinance subject any attempt by us to exclude our liability for financial loss or damage to property during the course of the provision of our services to the test of “reasonableness”. Our exemption clauses are also controlled by the rules of common law. For example, an exemption clause must be incorporated into the contract, and the person who is seeking to rely on the exemption clause must show that reasonable steps have been taken to bring the clause to the attention of the other party.

 

The Hong Kong Unconscionable Contracts Ordinance only applies to a contract for the sale of goods or supply of services in which one of the contracting parties is dealing as a consumer. If the Court finds out that the contract or any part thereof was unconscionable (unfair/not sensible) in circumstances relating to the contract at the time when it was made, the Court would have the jurisdiction under section 5 of the Unconscionable Contracts Ordinance to refuse to enforce the contract, or to enforce the remainder of the contract without the unconscionable part, or to limit the application of, or to revise or alter, any unconscionable part so as to avoid any unconscionable result.

 

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Fair Trading

 

The Trade Descriptions (Unfair Trade Practices) (Amendment) Ordinance 2012 (“Amendment Ordinance”) came into effect on July 19, 2013 and amended the Trade Descriptions Ordinance by prohibiting specified unfair trade practices that may be deployed against customers and strengthen the enforcement mechanism. The Customs and Excise Department is the principal enforcement agency under the Trade Descriptions Ordinance. Concurrent jurisdiction is conferred on the Office of the Communications Authority (“HKCA”) to enforce the new fair trading sections. The key amendments include:

 

  · the expansion of the definition of trade descriptions in relation to goods, as well as the extension of the scope to cover services;

 

  · the creation of new criminal offences on unfair trade practices, namely misleading omissions, aggressive commercial practices, bait advertising, bait-and-switch and wrongly accepting payment;

 

  · the introduction of a compliance-based mechanism under which civil enforcement options, namely the acceptance of undertaking from Traders and the seeking of injunction from the court where necessary, can be drawn on to promote compliance with the new fair trading sections introduced by the Amendment Ordinance; and

 

  · the creation of a new private right of action for damages to facilitate consumer redress.

 

On July 15, 2013, the Customs and Excise Department and the HKCA published the Enforcement Guidelines for the Amendment Ordinance to state the manner in which they will exercise their enforcement powers and provide guidance on the operation of the new legislative provisions.

 

Intellectual Property

 

Our business is dependent on a combination of trademarks, trademark application, trade secrets and industry know-how, and copyright, in order to protect our intellectual property rights. We have submitted trademark applications for “Takung” in Hong Kong, Mainland China, Macau and the United States.

 

In China, the Trademark Law and the Unfair Competition Law governs our marks. The Hong Kong SAR’s trade mark registration system is separate from the system operating in other parts of China. Trade mark registrations obtained in Chinese Trade Marks Office, or elsewhere in the world, do not automatically get protection in the Hong Kong SAR. Trade marks must be registered in the Hong Kong SAR before they can be protected in the Hong Kong SAR under the Trade Marks Ordinance.

 

Protection of Personal Data

 

We have access to certain of our Traders’, Original Owners’ and Offering Agents’ personal information as well as information of Qianrong’s network of art traders. The Hong Kong Personal Data (Privacy) (Amendment) Ordinance 2012 (“Amendment Ordinance”) which changes the Personal Data (Privacy) Ordinance (“PDPO”) governs our use of such personal information in direct marketing activities and in acquiring and transferring such personal data to third parties for direct marketing purposes.

 

The Amendment Ordinance creates a new direct marketing regime (Part VI A of the PDPO) to establish the rights and obligations of parties using personal information for direct marketing purposes or transferring personal information to a third party for marketing purposes. Under the new regime, an organization can only use or transfer personal information for direct marketing purposes if that organization has provided the required information and consent mechanism to the individual concerned, and obtained his or her consent. Under the Amendment Ordinance it is a criminal offense, punishable by fines and imprisonment, for an organization to fail to comply with any of these new requirements.

 

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We are also now required to have in place procedures to ensure that any personal information transferred to any service provider is not retained for longer than necessary, and is protected against any unauthorized or accidental access, processing, erasure, loss, or use.

 

Employment

 

Some of our employees are employed in Hong Kong and we are subject to the Hong Kong Employment Ordinance (“EO”). The EO is the main employment legislation in Hong Kong. It guarantees certain minimum benefits, including:

 

  · Paid annual leave.
  · Paid sick leave.
  · Paid maternity leave.

 

Subject to limited exceptions, the EO applies to all employees working in Hong Kong, regardless of their nationality. Observing the terms of the EO is generally considered to be mandatory, although it is not specifically expressed to be an overriding statute.

 

Other mandatory laws that are likely to apply to the employment relationship with our employees include:

 

·Personal Data (Privacy) Ordinance (PDPO). This ordinance regulates an employer's collection or surveillance, use and disclosure of an employee's personal data (including personal data contained in e-mails and phone calls).

  · Mandatory Provident Fund Schemes Ordinance (MPFSO). Subject to very limited exceptions, this ordinance requires employers in Hong Kong to enroll employees in a Mandatory Provident Fund (MPF) Scheme (that is, a retirement scheme), to which the employer and employee must make certain contributions. Foreign nationals are exempt if they are posted in Hong Kong to work for a period not exceeding 13 months or belong to a retirement scheme outside of Hong Kong. In certain cases, a Hong Kong national working outside of Hong Kong may still be subject to this ordinance if the employment has sufficient connection with Hong Kong.
  · Occupational Safety and Health Ordinance (OSHO). This ordinance imposes a duty on all employers, as far as is reasonably practical, to ensure the safety and health in the workplace of its employees. The OSHO covers most industrial and non-industrial workplaces in Hong Kong.
  · Employees' Compensation Ordinance (ECO). If an employee suffers injury arising out of and in the course of employment in Hong Kong (or overseas, if the travel is authorized by the employer), the employer is usually liable to compensate the employee under the ECO. Eligible family members of an employee killed in an accident at work can also be entitled to compensation. If an employer carries on business in Hong Kong, its employees are protected under the ordinance. (An employee can work outside Hong Kong but his employment contract must have been entered into in Hong Kong.) All employers must maintain valid employees’' compensation insurance policies to cover their liabilities under the ordinance and at common law.
  · Companies Ordinance. Protects employees of a Hong Kong company (including a Hong Kong subsidiary of a foreign company) in relation to wages and other entitlements if the company is wound up. The employees become preferential creditors in the winding-up.
  · Sex Discrimination Ordinance (SDO), Disability Discrimination Ordinance (DDO), Family Status Discrimination Ordinance (FSDO) and Race Discrimination Ordinance (RDO). All legislate against various forms of discrimination.
  · Basic Law and the Hong Kong Bill of Rights Ordinance. These safeguard certain rights of individuals, although they have limited application in the context of employment law.
  · Labour Tribunal Ordinance. This ordinance empowers the Labour Tribunal to hear and resolve disputes relating to employment contracts as well as alleged breaches of the EO. It potentially covers disputes involving foreign nationals or Hong Kong residents working abroad.
  · Prevention of Bribery Ordinance (POBO). The POBO applies to employees, particularly to those who receive or solicit bribes from third parties (for example, an employee who receives bribes from a supplier of goods in return for placing orders with that supplier). In some cases, employees may also be subject to anti-corruption legislation in other jurisdictions.

 

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PRC Regulations

 

Regulations on Foreign Investment

 

Investment activities in the PRC by foreign investors are principally governed by the Guidance Catalog of Industries for Foreign Investment, or the Catalog, which was promulgated and is amended from time to time by the Ministry of Commerce and the National Development and Reform Commission. Industries listed in the Catalogue are divided into three categories: encouraged, restricted and prohibited. Industries not listed in the Catalogue are generally deemed as constituting a fourth "permitted" category. Establishment of wholly foreign-owned enterprises is generally allowed in the encouraged and permitted industries. Some restricted industries are limited to equity or contractual joint ventures, while in some cases Chinese partners are required to hold the majority interests in such joint ventures. In addition, restricted category projects are subject to higher-level government approvals. Foreign investors are not allowed to invest in industries in the prohibited category. Industries not listed in the Catalogue are generally open to foreign investment unless specifically restricted by other PRC regulations. We conduct business operations that are restricted to foreign investment through our PRC consolidated affiliated entities.

 

Currently, the business scope of our wholly-owned subsidiary in the PRC, Shanghai Takung, mainly includes the business of wholesale, import and export of arts and crafts and related services, which are in the encouraged category. Under the PRC laws, the establishment of a wholly foreign owned enterprise is subject to the approval of the Ministry of Commerce or its local counterparts and the wholly foreign owned enterprise must register with the competent industry and commerce authority. We have duly obtained the approvals from the competent commerce authority for our interest in Shanghai Takung and completed the registration of Shanghai Takung with the competent industry and commerce authority.

 

Regulations Relating to Taxation

 

In January 2008, the PRC Enterprise Income Tax Law took effect. The PRC Enterprise Income Tax Law applies a uniform 25% enterprise income tax rate to both foreign-invested enterprises and domestic enterprises, unless where tax incentives are granted to special industries and projects. Under the PRC Enterprise Income Tax Law and its implementation regulations, dividends generated from the business of a PRC subsidiary after January 1, 2008 and payable to its foreign investor may be subject to a withholding tax rate of 10% if the PRC tax authorities determine that the foreign investor is a non-resident enterprise, unless there is a tax treaty with China that provides for a preferential withholding tax rate. Distributions of earnings generated before January 1, 2008 are exempt from PRC withholding tax. Our PRC subsidiary is subject to PRC enterprise income tax at the statutory rate of 25% on its PRC taxable income.

 

Under the PRC Enterprise Income Tax Law, an enterprise established outside China with “de facto management bodies” within China is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. A circular issued by the State Administration of Taxation in April 2009 regarding the standards used to classify certain Chinese-invested enterprises controlled by Chinese enterprises or Chinese enterprise groups and established outside of China as “resident enterprises” clarified that dividends and other income paid by such PRC “resident enterprises” will be considered PRC-source income and subject to PRC withholding tax, currently at a rate of 10%, when paid to non-PRC enterprise shareholders. This circular also subjects such PRC “resident enterprises” to various reporting requirements with the PRC tax authorities.

 

Under the implementation regulations to the PRC Enterprise Income Tax Law, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. In addition, the tax circular mentioned above specifies that certain PRC-invested overseas enterprises controlled by a Chinese enterprise or a Chinese enterprise group in the PRC will be classified as PRC resident enterprises if the following are located or resident in the PRC: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, the company seal, and minutes of board meetings and shareholders’ meetings; and half or more of the senior management or directors having voting rights.

 

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Please see “Risk Factors—We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income.”

 

Regulations Relating to Labor

 

We are subject to laws and regulations governing our relationship with our PRC employees, including wage and hour requirements, working and safety conditions, and social insurance, housing funds and other welfare. The compliance with these laws and regulations may require substantial resources.

 

Pursuant to the PRC Labor Law effective in 1995 and the PRC Labor Contract Law effective in 2008 and amended in 2012, a written labor contract is required when an employment relationship is established between an employer and an employee. Other labor-related regulations and rules of China stipulate the maximum number of working hours per day and per week as well as the minimum wages. An employer is required to set up occupational safety and sanitation systems, implement the national occupational safety and sanitation rules and standards, educate employees on occupational safety and sanitation, prevent accidents at work and reduce occupational hazards.

 

An employer is obligated to sign an indefinite term labor contract with an employee if the employer continues to employ the employee after two consecutive fixed-term labor contracts, with certain exceptions. The employer also has to pay compensation to the employee if the employer terminates an indefinite term labor contract, with certain exceptions. Except where the employer proposes to renew a labor contract by maintaining or raising the conditions of the labor contract and the employee is not agreeable to the renewal, an employer is required to compensate the employee when a definite term labor contract expires. Furthermore, under the Regulations on Paid Annual Leave for Employees issued by the State Council in December 2007 and effective as of January 2008, an employee who has served an employer for more than one year and less than ten years is entitled to a 5-day paid vacation, those whose service period ranges from 10 to 20 years are entitled to a 10-day paid vacation, and those who have served for more than 20 years are entitled to a 15-day paid vacation. An employee who does not use such vacation time at the request of the employer must be compensated at three times their normal salaries for each waived vacation day.

 

Pursuant to the Regulations on Occupational Injury Insurance effective in 2004, as amended in 2010, and the Interim Measures concerning the Maternity Insurance for Enterprise Employees effective in 1995, PRC companies must pay occupational injury insurance premiums and maternity insurance premiums for their employees. Pursuant to the Interim Regulations on the Collection and Payment of Social Insurance Premiums effective in 1999 and the Interim Measures concerning the Administration of the Registration of Social Insurance effective in 1999, basic pension insurance, medical insurance and unemployment insurance are collectively referred to as social insurance. Both PRC companies and their employees are required to contribute to the social insurance plans. The aforesaid measures are reiterated in the Social Insurance Law of China effective in July 2011, which stipulates the system of social insurance of China, including basic pension insurance, medical insurance, unemployment insurance, occupational injury insurance and maternity insurance. Pursuant to the Regulations on the Administration of Housing Fund effective in 1999, as amended in 2002, PRC companies must register with applicable housing fund management centers and establish a special housing fund account in an entrusted bank. Both PRC companies and their employees are required to contribute to the housing funds.

 

Regulation on PRC Business Tax and Value-Added Tax

 

Prior to January 1, 2012, pursuant to Provisional Regulation of China on Business Tax and its implementing rules, any entity or individual rendering services in the territory of PRC is generally subject to a business tax at the rate of 5% on the revenues generated from provision of such services.

 

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On January 1, 2012, the Chinese State Council officially launched a pilot value-added tax (“VAT”) reform program, or Pilot Program, applicable to businesses in selected industries. Businesses in the Pilot Program would pay VAT instead of business tax. The Pilot Industries in Shanghai included industries involving the leasing of tangible movable property, transportation services, research and development and technical services, information technology services, cultural and creative services, logistics and ancillary services, certification and consulting services. Revenues generated by advertising services, a type of “cultural and creative services,” are subject to the VAT tax rate of 6%. According to official announcements made by competent authorities in Beijing and Guangdong province, Beijing launched the same Pilot Program on September 1, 2012, and Guangdong province launched it on November 1, 2012. On May 24, 2013, the Ministry of Finance and the State Administration of Taxation issued the Circular on Tax Policies in the Nationwide Pilot Collection of Value Added Tax in Lieu of Business Tax in the Transportation Industry and Certain Modern Services Industries, or the Pilot Collection Circular. The scope of certain modern services industries under the Pilot Collection Circular extends to the inclusion of radio and television services. On August 1, 2013, the Pilot Program was implemented throughout China. Shanghai and Tianjin Takung are currently subject to a VAT of 6% on its gross revenue. This Pilot Program was officially launched and announced on November 19, 2017 subject to a VAT of 6% on its gross revenue.

 

Regulations on Dividend Distribution

 

The principal regulations governing dividend distributions of wholly foreign-owned enterprises include the Company Law (2013 Amendment); the Wholly Foreign-Owned Enterprise Law (2000 Amendment) and the Wholly Foreign-Owned Enterprise Law Implementing Rules (2001 Amendment).

 

Under these regulations, wholly foreign-owned enterprises in the PRC may pay dividends only out of their accumulated profits as determined in accordance with PRC accounting standards and regulations.  In addition, these wholly foreign-owned enterprises are required to set aside at least 10% of their respective accumulated after-tax profits each year, if any, to fund certain reserve funds, until the aggregate amount of such fund reaches 50% of its registered capital.

 

Approvals, Licenses and Certificates

 

We require a number of approvals, licenses and certificates in order to operate our business. Our principal approvals, licenses and certificates are set forth below.

 

Hong Kong Takung

 

  · Certificate of Incorporation (No. 18013848) issued by Hong Kong Special Administrative Region, Registrar of Companies on September 17, 2012.

 

  · Business Registration Certificate for the year commencing September 17, 2018 to September 16, 2019.

  

Shanghai Takung

 

  · Business License (Registration No. 91310115351056743J) issued by Shanghai State Administration of Industry and Commerce, Free Trading Zone Branch, valid from July 28, 2015 through July 27, 2045.

 

Tianjin Takung

 

  · Business License (Registration No. 91120118MA07H4322R) issued by Tianjin Pilot Free Trade Zone Market and Quality Supervisory Administration valid from January 27, 2016 through January 26, 2046.

 

Takung Art Holdings

 

  · Certificate of Incorporation (No. 2724925) issued by Hong Kong Special Administrative Region, Registrar of Companies on July 20, 2018.

  

  · Business Registration Certificate for the year commencing July 20, 2018 to July 19, 2019.

 

Art Era

 

  · Business License (Registration No. 91120118MA06ERG8XB) issued by Tianjin Pilot Free Trade Zone Market and Quality Supervisory Administration valid from September 7, 2018 through September 6, 2048.

 

Competition

 

Traditionally art galleries and auction houses provide a platform for owners of artworks to sell their collections. However, their trading model is substantially different from ours. We believe we do not have any direct competition due to our unique business model of trading artwork ownership units instead of the artworks. We are not aware of any other companies engaging in a similar business.

 

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Research and Development

 

We purchased the trading platform from a third party for approximately $232,261 (HK$1,800,000). The cost of this software is amortized over its useful life and recorded as cost of revenue on the income statement. We have internal IT teams who help maintain and operate the trading platform. We outsourced our research and development activities to Qianrong and in 2014 and 2015, we entered into a software development agreement with Qianrong to develop ten trading modules. All of the additional costs for the platform system trading modules and additional equipment contributed to an increase in our cost of revenue through 2017. In 2017, we set up a software development team in Hangzhou to provide research and development services to our trading platform but we eventually dismissed the whole team in August 2018 and charged the payroll for the Hangzhou team as research and development expenses in 2018. We plan to outsource our future research and development activities to third parties when the need arises.

 

Intellectual Property

 

Our business is dependent on a combination of trademarks, copyrights, trade secrets and industry know-how. In order to protect our intellectual property rights, we have registered trademarks in Hong Kong, Mainland China, Macau and the United States.

 

Set forth below is a detailed description of our trademarks registered by our subsidiary Hong Kong Takung Art Company Limited as of April 2, 2018:

 

        Trademark          
Country   Trademark   number     Classes   Status
        303101679     14, 16,   Registered on August 14, 2014.
Hong Kong             35, 36, 42   Effective until August 13, 2024.
                   
Macau       N/090131     14    
        N/090132     16   Registered on February 26, 2015.
        N/090133     35   Effective until February 26, 2022.
        N/090134     36    
        N/090135     42    
                   
United States       86372887     14  

Registered on July 11, 2017

Effective until July 10, 2027

        4983954     16    
        4983955     35   Registered on June 21, 2016
        4983956     36   Effective until June 20, 2026
        4983957     41    
                   
China                  
        15247645     36   Registered on December 14, 2015.
        15247714     42   Effective until December 13, 2025.

 

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Set forth below is a detailed description of our registered domain names.

  

Domain name   Registrant   Registration date   Expiry date
takungae.com.hk   HongKong Takung Assets and Equity of Artworks Exchange Co., Ltd   June 28, 2013   June 28, 2021
takungae.com   Takung (Shanghai) Co. Ltd   June 19, 2013   June 19, 2021
takungae.net   Takung (Shanghai) Co. Ltd   June 19, 2013   June 19, 2021
takungonline.com.hk   HongKong Takung Assets and Equity of Artworks Exchange Co., Ltd   August 4, 2015   August 4, 2020
takungunit.com.hk   HongKong Takung Assets and Equity of Artworks Exchange Co., Ltd   August 4, 2015   August 4, 2020
takungonline.com   Takung (Shanghai) Co., Ltd.   August 4, 2015   August 4, 2020
takungunit.com   Takung (Shanghai) Co., Ltd.   August 4, 2015   August 4, 2020
takungclassic.com.hk   Hong Kong Takung Art Company Limited   January 26, 2018   January 26, 2023
taking-sh.com   Takung (Shanghai) Co., Ltd   October 9, 2016   October 9, 2021
takungsports.com   Takung (Shanghai) Co., Ltd   November 27, 2017   November 27, 2022
takungsports.xyz   Takung (Shanghai) Co., Ltd   November 27, 2017   November 27, 2022
takungcalssic.com   Takung (Shanghai) Co., Ltd   January 25, 2018   January 25, 2023
takungcc.com   Takung (Shanghai) Co., Ltd   January 25, 2018   January 25, 2023

 

We own our trading system and related software.

 

Item 1A. Risk Factors.

 

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information contained in this report before deciding to invest in our common stock.

 

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RISKS RELATED TO OUR BUSINESS AND FINANCIAL CONDITION

 

The global economy and the financial markets may negatively affect our business and clients, as well as the supply of and demand for works of art.

 

Our business is affected by global, national and local economic conditions since the services we provide are discretionary and we depend, to a significant extent, upon a number of factors relating to discretionary consumer spending in Hong Kong and Mainland China. These factors include economic conditions and perceptions of such conditions by Traders, employment rates, the level of Traders’ disposable income, business conditions, interest rates, availability of credit and levels of taxation in regional and local markets. There can be no assurance that our services will not be adversely affected by changes in general economic conditions in Hong Kong and globally.

 

The art market is influenced over time by the overall strength and stability of the global economy and the financial markets, although this correlation may not be immediately evident. In addition, political conditions and world events may affect our business through their effect on the economies, as well as on the willingness of potential buyers and sellers to invest and sell art in the wake of economic uncertainty. On August 13, 2018, we announced the suspension of new listings of artwork on our trading platform. We attribute the decline in appetite for artwork investments to the overall bearish sentiments in China as a result of the declines in both of the Shanghai and Shenzhen stock exchanges and the fallout from increased peer-to-peer (P2P) loan defaults. We resumed new listings in January 2019 but there is no guarantee that we will never suspend them again.

 

A decline in trading volumes will decrease our trading revenues.

 

Trading volumes are directly affected by economic, political and market conditions, broad trends in business and finance, unforeseen market closures or other disruptions in trading, the level and volatility of interest rates, inflation, changes in price levels of artworks and the overall level of investor confidence. In recent years, trading volumes across our markets have fluctuated depending on market conditions and other factors beyond our control. Because a significant percentage of our revenues are tied directly to the trading volumes on our markets, it is likely that a general decline in trading volumes would lower revenues and may adversely affect our operating results. Declines in trading volumes may also impact our market share or pricing structures and adversely affect our business and financial condition.

 

System limitations or failures could harm our business.

 

Our businesses depend on the integrity and performance of the technology, computer and communications systems supporting them. If our systems cannot expand to cope with increased demand or otherwise fail to perform, we could experience unanticipated disruptions in service, slower response times and delays in the introduction of new services. These consequences could result financial losses and decreased customer service and satisfaction. If trading volumes increase unexpectedly or other unanticipated events occur, we may need to expand and upgrade our technology, transaction processing systems and network infrastructure. We do not know whether we will be able to accurately project the rate, timing or cost of any increases, or expand and upgrade our systems and infrastructure to accommodate any increases in a timely manner.

 

A variety of uncontrollable events may reduce our ability to provide our trading services, impair our ability to provide our services or increase the cost of providing our services.

 

Our headquarters are in Hong Kong SAR and our servers are in Hong Kong SAR, Macau and mainland China, which are historically susceptible to adverse weather conditions such as typhoons, excessive heat or rain, earthquakes and floods. Those natural disasters may result in significant and extensive damage to our network equipment. Moreover, certain countries and regions, including China, have encountered incidents of the H5N1 strain of bird flu, or avian flu, as well as severe acute respiratory syndrome, or SARS, over the past several years and, in 2009, the outbreak of influenza A (H1N1). In 2010, an earthquake registering 7.1 on the Richter scale struck Qinghai Province. In April 2013, another major earthquake registering 7.0 on the Richter scale struck Ya’an region of Sichuan Province. In 2013, certain areas of China suffered from severe floods. We are unable to predict the effect, if any, that any other future natural disasters and health hazards may have on our business. Any future natural disasters and health hazards may, among other things, significantly disrupt our ability to adequately staff our business, and may generally disrupt our operations. Furthermore, natural disasters and health hazards may severely restrict the level of economic activities in affected areas, which may in turn materially adversely affect our business and prospects. As a result, any natural disasters or health hazards in China may have a material adverse effect on our financial condition and results of operations. These events and others, such as fluctuations in energy costs and computer virus attacks, intrusions or other widespread computing or telecommunications failures, may also damage our ability to provide our services or to obtain insurance coverage with respect to these events.

 

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We have insufficient insurance coverage

 

We presently do not have any insurance to cover certain events such as physical damage to our office premises and resulting business interruption, certain injuries occurring on our property and liability for breach of legal responsibilities as we believe, based on our organization, business model and the remote possibility of the incurrence of substantial damages from such events, that the costs of such insurance greatly exceeds the benefits of having it. However, in the possible event of a significant loss from such an event, this may severely impact our performance or continue as a going concern.

 

The success of our business depends on our ability to market and advertise the services we provide effectively.

 

Our ability to establish effective marketing campaigns is the key to our success. Our advertisements promote our corporate image and our services. If we are unable to increase awareness of our brand, the benefits of using our trading platform to invest in artwork and that such investment is secure, we may not be able to attract new Traders. Our marketing activities may not be successful in promoting our services or in retaining and increasing our Trader base. We cannot assure you that our marketing programs will be adequate to support our future growth, which may result in a material adverse effect on our results of operations.

 

Our success is dependent on the receptiveness of Traders of artwork to our platform.

 

We believe the demand for artwork listings will be generated by our Traders. We hope to educate our Traders on the merits of using our platform to invest in artwork. Not only in the subject artwork secure and insured, it requires less capital for our Traders to invest as they need only invest in artwork units and not purchase the entire piece of artwork. We hope that they will see their investment as less risky as they are presented with the opportunity to diversify their investments through various pieces of artwork. Our success would accordingly depend on the receptiveness of Traders to the merits of investments on our platform.

 

If we are unable to renew the lease of our property, our operations may be adversely affected.

 

We do not directly own the land over the property we lease. We may lose our leases or may not be able to renew it when it is due on terms that are reasonable or favorable to us. This may have adverse impact on our operations, including disrupting our operations or increasing our cost of operations.

 

The failure to manage growth effectively could have an adverse effect on our employee efficiency, product quality, working capital levels, and results of operations.

 

Any significant growth in the market for our services or our entry into new markets may require an expansion of our employee base for managerial, operational, financial, and other purposes. As of the date of this Annual Report, we have 37 full time employees. During any growth, we may face problems related to our operational and financial systems and controls, including quality control and delivery and service capacities. We would also need to continue to expand, train and manage our employee base. Continued future growth will impose significant added responsibilities upon the members of management to identify, recruit, maintain, integrate, and motivate new employees.

 

Aside from increased difficulties in the management of human resources, we may also encounter working capital issues, as we will need increased liquidity to finance the purchase of supplies, development of new products and services, and the hiring of additional employees. For effective growth management, we will be required to continue improving our operations, management, and financial systems and controls. Our failure to manage growth effectively may lead to operational and financial inefficiencies that will have a negative effect on our profitability. We cannot assure investors that we will be able to timely and effectively meet that demand and maintain the quality standards required by our existing and potential customers.

 

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If we need additional capital to fund our growing operations, we may not be able to obtain sufficient capital and may be forced to limit the scope of our operations.

 

If adequate additional financing is not available on reasonable terms, we may not be able to undertake our expansion plan and we would have to modify our business plans accordingly. There is no assurance that additional financing will be available to us.

 

In connection with our growth strategies, we may experience increased capital needs and accordingly, we may not have sufficient capital to fund our future operations without additional capital investments. Our capital needs will depend on numerous factors, including (i) our profitability; (ii) the release of competitive products by our competitors; (iii) the level of our investment in research and development; and (iv) the amount of our capital expenditures, including acquisitions. We cannot assure you that we will be able to obtain capital in the future to meet our needs.

 

If we cannot obtain additional funding, we may be required to: (i) limit our investments in research and development; (ii) limit our marketing efforts; and (iii) decrease or eliminate capital expenditures. Such reductions could materially adversely affect our business and our ability to compete.

 

Even if we do find a source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are acceptable to us. Any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our existing shareholders. In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences and privileges senior to our Common Stock. We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.

 

We are dependent on certain key personnel and loss of these key personnel could have a material adverse effect on our business, financial condition and results of operations.

 

Our success is, to a certain extent, attributable to the management and operational and technical expertise of certain key personnel. In addition, we will require an increasing number of experienced and competent executives and other members of senior management to implement our growth plans. If we lose the services of any member of our senior management, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new personnel, which could severely disrupt our business and prospects.

 

We are dependent on a trained workforce and any inability to retain or effectively recruit such employees, particularly distribution personnel and regional retail managers for our business, could have a material adverse effect on our business, financial condition and results of operations.

 

We must attract, recruit and retain a sizeable workforce of qualified and trained staff to operate our business. Our ability to implement effectively our business strategy and expand our operations will depend upon, among other factors, the successful recruitment and retention of highly skilled and experienced distribution personnel, regional retail managers and other technical and marketing personnel. There is significant competition for qualified personnel in our business and we may not be successful in recruiting or retaining sufficient qualified personnel consistent with our current and future operational needs.

 

Our financial results may fluctuate because of many factors and, as a result, investors should not rely on our historical financial data as indicative of future results.

 

Fluctuations in operating results or the failure of operating results to meet the expectations of public market analysts and investors may negatively impact the market price of our securities. Operating results may fluctuate in the future due to a variety of factors that could affect revenues or expenses in any particular quarter. Fluctuations in operating results could cause the value of our securities to decline. Investors should not rely on comparisons of results of operations as an indication of future performance. As result of the factors listed below, it is possible that in future periods results of operations may be below the expectations of public market analysts and investors. This could cause the market price of our securities to decline. Factors that may affect our quarterly results include:

 

  · vulnerability of our business to a general economic downturn in Hong Kong and mainland China;

 

  · fluctuation and unpredictability of the prices of the products we sell;

 

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  · changes in the laws and regulations of Hong Kong and mainland China that affect our operations; and

 

  · our ability to obtain necessary government certifications and/or licenses to conduct our business.

 

If we fail to establish and maintain effective internal control over financial reporting, our ability to accurately and timely report our financial results in accordance with U.S. GAAP could be materially and adversely affected. In addition, investor confidence in us and the market price of our equities could decline significantly if we conclude that our internal control over financial reporting is not effective.

 

For the year ended December 31, 2018, we enhanced our internal controls over financial reporting by making the following changes: (i) we established a desired level of corporate governance with regard to identifying and measuring the risk of material misstatement, (ii) we set up a key monitoring mechanism including independent directors and audit committee to oversee and monitor our risk management, business strategies and financial reporting procedure, (iii) we have Chief Financial Officer with SEC and US GAAP expertise and (iv) we have strengthened our financial team by employing more qualified accountant(s) to enhance the quality of our financial reporting function. We conducted out an evaluation using the framework set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission with the participation of our management, including Chun Hin Leslie Chow, the Company’s Chief Executive Officer and Jehn Ming Lim, the Company’s Chief Financial Officer of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of December 31, 2018. Based upon that evaluation, we concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. However, we do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. Accordingly, if in spite of such changes and improvements, our internal controls are still ineffective in our ability to accurately and timely report our financial results in accordance with U.S. GAAP, this could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and make related regulatory filings on a timely basis. This, in turn, could result in a material adverse impact on us and undermine investor confidence in us and the market price of our equities could decline significantly.

 

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Security breaches and attacks against our systems and network, and any potentially resulting breach or failure to otherwise protect confidential and proprietary information, could damage our reputation and negatively impact our business, as well as materially and adversely affect our financial condition and results of operations.

 

Although we have employed significant resources to develop our security measures against breaches, our cybersecurity measures may not detect or prevent all attempts to compromise our systems, including distributed denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering, security breaches or other attacks and similar disruptions that may jeopardize the security of information stored in and transmitted by our systems or that we otherwise maintain. Breaches of our cybersecurity measures could result in unauthorized access to our systems, misappropriation of information or data, deletion or modification of client information, or a denial-of-service or other interruption to our business operations. As techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers, we may be unable to anticipate, or implement adequate measures to protect against, these attacks.

 

If we are unable to avert these attacks and security breaches, we could be subject to significant legal and financial liability, our reputation would be harmed and we could sustain substantial revenue loss from lost sales and customer dissatisfaction. We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. Cyber-attacks may target us, our Traders or other participants, the communication infrastructure, or the e-platform on which we depend. Actual or anticipated attacks and risks may cause us to incur significantly higher costs, including costs to deploy additional personnel and network protection technologies, train employees, and engage third-party experts and consultants. Cybersecurity breaches would not only harm our reputation and business, but also could materially decrease our revenue and net income.

 

Future inflation may inhibit our ability to conduct business profitably.

 

In recent years, the economy in China including Hong Kong has experienced periods of rapid expansion and high rates of inflation. High inflation may in the future cause the Chinese and Hong Kong governments to impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China and Hong Kong, and thereby harm the market for our services.

 

Currency fluctuations may adversely affect our business, including reducing our revenues and profits in U.S. dollar terms if RMB were to decline in value.

 

Our reporting currency is the U.S. dollar and our operations in China and Hong Kong use their respective local currencies as their functional currencies. We are subject to the effects of exchange rate fluctuations with respect to any of these currencies. For example, the value of the RMB depends to a large extent on Chinese government policies and China’s domestic and international economic and political developments, as well as supply and demand in the local market. Starting July 2005, the Chinese government changed its policy of pegging the value of the RMB to the U.S. dollar. Under the new policy, the RMB has fluctuated within a narrow and managed band against a basket of certain foreign currencies.  It is possible that the Chinese government will adopt a more flexible currency policy, which could result in more significant fluctuations of the RMB against the U.S. dollar.

 

The income statements of our China and Hong Kong operations are translated into U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currency-denominated transactions results in reduced revenues, operating expenses and net income for our non-U.S. operations. Similarly, to the extent the U.S. dollar weakens against foreign currencies, the translation of RMB and Hong Kong dollar -denominated transactions results in increased revenues, operating expenses and net income for our non-U.S. operations. We are also exposed to foreign exchange rate fluctuations as we convert the financial statements of our non-U.S. subsidiaries into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the conversion of the non-U.S. subsidiaries’ financial statements into U.S. dollars will lead to a translation gain or loss which is recorded as a component of other comprehensive income. We have not entered into agreements or purchased instruments to hedge our exchange rate risks, although we may do so in the future. The availability and effectiveness of any hedging transaction may be limited and we may not be able to successfully hedge our exchange rate risks.

 

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Restrictions on currency exchange may limit our ability to convert RMB into foreign currencies to fund our business activities outside China, or to repay non-RMB denominated obligations.

 

Although Chinese governmental policies were introduced in 1996 to allow the convertibility of RMB into foreign currency for current account items, conversion of RMB into foreign exchange for most of the capital items, such as foreign direct investment, loans or securities, requires the approval of the State Administration of Foreign Exchange, or SAFE. These approvals, however, do not guarantee the availability of foreign currency. We cannot be sure that we will be able to obtain all required conversion approvals for our operations or that Chinese regulatory authorities will not impose greater restrictions on the convertibility of RMB in the future. Because a significant amount of our future revenues may be in the form of RMB, our inability to obtain the requisite approvals or any future restrictions on currency exchanges could limit our ability to utilize revenue generated in RMB to fund our business activities outside China, or to repay non-RMB-denominated obligations, including our debt obligations, which would have a material adverse effect on our financial condition and results of operations.

 

The Company’s requirements could exceed the amount of time or level of experience that our officer and directors may have.

 

Our success largely depends on the continuing services of our chief executive officer, Chun Hin Leslie Chow, our chief financial officer, Jehn Ming Lim and our other directors, Joseph Levinson, John Levy, Xiaoyu Zhang, Ming Cheng and William Kwok Keung Tsui. Our continued success, also, depends on our ability to attract and retain qualified personnel. We believe that Messrs. Chow, Lim, Levinson, Levy, Zheng, Cheng and Tsui possess valuable business development and marketing knowledge, experience and leadership abilities that would be difficult in the short term to replicate. The loss of their services could have an adverse effect on our business, results of operations and financial condition as our potential future revenues.

 

There can be no assurance that we will be able to attract and hire officers or directors with similar experience to operate our business, in the event that any one of them is otherwise unsuccessful in doing so.

 

Because our funds are held in banks which may not be covered by sufficient insurance, the failure of any bank in which we deposit our funds could affect our ability to continue our business.

 

Banks and other financial institutions in Hong Kong and China may not be covered by sufficient insurance for funds held on deposit. The Hong Kong Deposit Protection Board manages and supervises the operation of the Deposit Protection Scheme, which protects deposit amounts up to only $63,795 (HK$500,000). On May 1, 2015, the State Council of People’s Republic of China, released the Regulations on Deposit Insurance, with a scheme that would insure up to $75,654 (RMB500,000) in deposits made by businesses and individuals per bank. The scheme is backed by a fund run by the People’s Bank of China.

 

As a result, in the event of a bank failure, we may not have access to funds on deposit. Depending upon the amount of money we maintain in a bank that fails, our inability to have access to our cash could impair our operations, and, if we are not able to access funds to pay our employees and other creditors, we may be unable to continue in business.

 

Our annual effective income tax rate can change significantly as a result of a combination of changes in our U.S. and foreign earnings and other factors, including changes in tax laws or changes made by regulatory authorities.

 

Our consolidated effective income tax rate is equal to our total income tax expense (benefit) as a percentage of total book income (loss) before tax. However, income tax expense and benefits are recognized on a jurisdictional or legal entity basis instead of worldwide or consolidated level basis. Losses in one jurisdiction may not be used to offset profits in other jurisdictions and may cause an increase in our tax rate. Changes in statutory income tax rates and laws, as well as initiation of tax audits by local and foreign authorities, could impact the amount of income tax liability and income taxes we are required to pay. In addition, any fluctuation in the earnings (or losses) of the jurisdictions and assumptions used in the calculation of income taxes could have a significant effect on our consolidated effective income tax rate. Furthermore, our effective tax rate could increase if we are unable to generate sufficient future taxable income in certain jurisdictions, or if we are otherwise required to increase our valuation allowances against our deferred tax assets.

 

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We are subject to taxation in multiple jurisdictions. As a result, any adverse development in the tax laws of any of these jurisdictions or any disagreement with our tax positions could have a material adverse effect on our business, consolidated financial condition or results of operations.

 

We are subject to taxation in, and to the tax laws and regulations of, multiple jurisdictions particularly in the United States, People’s Republic of China and Hong Kong SAR. In addition, tax authorities in any applicable jurisdiction, including the United States, may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions. In the event any applicable tax authorities effectively sustained their positions which are different from our tax treatment of any of our transactions, it could have a significant adverse impact on our business, consolidated results of our operations as well as consolidated financial condition.

 

Our financial position and results of operations may be significantly impacted by any unfavorable tax consequences due to the changes to the fiscal policies or tax regulations.

 

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act") which includes significant changes to the U.S. corporate income tax system and U.S. international tax regime. The effect of the international provisions of the Tax Act resulted in a one-time deemed repatriation tax on unremitted foreign earnings and profits (a "transition tax"), a minimum tax on foreign earnings of U.S.-based multinationals with foreign subsidiaries, a base erosion tax on transactions between U.S. and non-U.S. affiliated corporations, in structures involving U.S. and non-US headquartered groups, a partial participation exemption for dividends from foreign subsidiaries and several other changes across the U.S. international tax provisions addressing the source of income, FTCs, deductibility of payments and other issues, including ownership and transfers of intangible property (Global Intangible Low-Taxed Income or GILTI).

 

The Company had performed an assessment of the one-time deemed repatriation tax on its undistributed and unrepatriated foreign earnings for the current year. See our discussion and analysis of income tax in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The remaining international tax provisions will be effective for taxable years beginning after December 31, 2017. The Company has evaluated whether it has additional provision amount resulted by the GILTI inclusion on current earnings and profits of its foreign controlled corporations. See our discussion and analysis of income tax in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The growth of aging receivables and a deterioration in the collectability of these accounts could adversely affect our results of operations.

 

We provide for bad debts principally based upon the aging of accounts receivable, in addition to collectability of specific customer accounts, our history of bad debts, and the general condition of the industry. In the year ended December 31, 2018 and 2017, the Company recorded provision for doubtful accounts of $0 and $2,070,790, respectively because we assessed that all the receivables for 2018 should be collectible. In 2017 we experienced increases in doubtful account reserves due to an increase in the aging of our accounts receivable, the growth of the outstanding balance of receivables, the general decline in the domestic and global economy, and other factors. Due to the difficulty in assessing future trends, we could be required to further increase our provisions for doubtful accounts. As our accounts receivable age and become uncollectible our cash flow and results of operations are negatively impacted.

 

While the management exercised its caution in the entry into agreements with authorized agents, who in turn select traders and the Company reviewed the traders, certain traders could pay arrears the monthly fee and owe debts to the Company for a long period. In the event the Company has to write off the amount of uncollectible receivables of the authorized agent subscription fee and commission fee from the selected traders, and if such write-off is material, it may have adverse impact on our financial results.

 

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RISKS RELATED TO DOING BUSINESS IN HONG KONG

 

The Hong Kong legal system embodies uncertainties which could limit the legal protections available to you and us.

 

As one of the conditions for the handover of the sovereignty of Hong Kong to China, China had to accept some conditions such as Hong Kong's Basic Law before its return. The Basic Law ensured Hong Kong will retain its own currency (the Hong Kong Dollar), legal system, parliamentary system and people's rights and freedom for fifty years from 1997. This agreement had given Hong Kong the freedom to function in a high degree of autonomy. The Special Administrative Region (“SAR”) of Hong Kong is responsible for its own domestic affairs including, but not limited to, the judiciary and courts of last resort, immigration and customs, public finance, currencies and extradition. Hong Kong continues using the English common law system.

 

Some international observers and human rights organizations have expressed doubts about the future of the relative political freedoms enjoyed in Hong Kong, and about the PRC's pledge to allow a high degree of autonomy in Hong Kong. They considered, for example, that the proposals in Article 23 of the Basic Law in 2003 (which was withdrawn due to mass opposition) might have undermined autonomy. On June 10, 2014, Beijing released a new report asserting its authority over the territory. This ignited criticism from many people in Hong Kong, who said that the Communist leadership was reneging on its pledges to abide by the "one country, two systems" policy that allows for a democratic, autonomous Hong Kong under Beijing's rule.

 

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If the PRC were to, in fact, renege on its agreement to allow Hong Kong to function autonomously, this could potentially impact Hong Kong’s common law legal system and may in turn bring about uncertainty in, for example, the enforcement of our contractual rights. This could, in turn, materially and adversely affect our business and operation. Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the Hong Kong legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements with our customers.

 

It will be difficult to acquire jurisdiction and enforce liabilities against our officers, directors and assets based in Hong Kong.

 

Substantially all of our assets will be located in Hong Kong and our officers and our present directors reside outside of the United States. As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws.

 

We may have difficulty establishing adequate management, legal and financial controls in Hong Kong, which could impair our planning processes and make it difficult to provide accurate reports of our operating results.

 

Although we will be required to implement internal controls, we may have difficulty in hiring and retaining a sufficient number of qualified employees to work in Hong Kong in these areas. As a result of these factors, we may experience difficulty in establishing the required controls, making it difficult for management to forecast its needs and to present the results of our operations accurately at all times. If we are unable to establish the required controls, market makers may be reluctant to make a market in our stock and investors may be reluctant to purchase our stock, which would make it difficult for you to sell any shares of Common Stock that you may own or acquire.

  

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RISKS RELATED TO DOING BUSINESS IN THE PEOPLE’S REPUBLIC OF CHINA

 

Changes in the political and economic policies of the PRC government may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.

 

Some of our operations are conducted in the People’s Republic of China (“PRC”) and part of our revenue is sourced from the PRC. Accordingly, our financial condition and results of operations are affected to a significant extent by economic, political and legal developments in the PRC.

 

The PRC economy differs from the economies of most developed countries in many respects, including the extent of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China's economic growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, regulating financial services and institutions and providing preferential treatment to particular industries or companies.

 

While the PRC economy has experienced significant growth in the past three decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall PRC economy, but may also have a negative effect on us. Our financial condition and results of operation could be materially and adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. In addition, the PRC government has implemented in the past certain measures, including interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity, which in turn could lead to a reduction in demand for our services and consequently have a material adverse effect on our businesses, financial condition and results of operations.

 

There are uncertainties regarding the interpretation and enforcement of PRC laws, rules and regulations.

 

As some of our operations are conducted in the PRC, and are governed by PRC laws, rules and regulations. Our PRC Subsidiaries, Shanghai Takung, Tianjin Takung and Art Era are subject to laws, rules and regulations applicable to foreign investment in China. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value.

 

In 1979, the PRC government began to promulgate a comprehensive system of laws, rules and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investment in China. However, China has not developed a fully integrated legal system, and recently enacted laws, rules and regulations may not sufficiently cover all aspects of economic activities in China or may be subject to significant degree of interpretation by PRC regulatory agencies and courts. In particular, because these laws, rules and regulations are relatively new, and because of the limited number of published decisions and the non-precedential nature of such decisions, and because the laws, rules and regulations often give the relevant regulator significant discretion in how to enforce them, the interpretation and enforcement of these laws, rules and regulations involve uncertainties and can be inconsistent and unpredictable. In addition, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all, and which may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until after the occurrence of the violation.

 

Any administrative and court proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered into and could materially and adversely affect our business, financial condition and results of operations.

 

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PRC regulations regarding acquisitions impose significant regulatory approval and review requirements, which could make it more difficult for us to pursue growth through acquisitions.

 

Under the PRC Anti-Monopoly Law, companies undertaking acquisitions relating to businesses in China must notify MOFCOM, in advance of any transaction where the parties' revenues in the China market exceed certain thresholds and the buyer would obtain control of, or decisive influence over, the target. In addition, on August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State-Owned Assets Supervision and Administration Commission, the State Administration of Taxation, the SAIC, the China Securities Regulatory Commission, or the CSRC, and the State Administration of Foreign Exchange, or SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which came into effect on September 8, 2006 and was amended on June 22, 2009. Under the M&A Rules, the approval of MOFCOM must be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire domestic companies affiliated with such PRC enterprises or residents. Applicable PRC laws, rules and regulations also require certain merger and acquisition transactions to be subject to security review.

 

If we grow to a certain threshold level, any proposed acquisition of control of, or decisive influence over, any company with revenues within China of more than RMB400 million in the year prior to any proposed acquisition would be subject to MOFCOM merger control review. As a result of, many of the transactions we may undertake could be subject to MOFCOM merger review. Complying with the requirements of the relevant regulations to complete such transactions could be time-consuming, and any required approval processes, including approval from MOFCOM, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share. In addition, MOFCOM has not accepted antitrust filings for any transaction involving parties that adopt a variable interest entity structure. If MOFCOM's practice remains unchanged, our ability to carry out our investment and acquisition strategy may be materially and adversely affected and there may be significant uncertainty as to whether transactions that we may undertake would subject us to fines or other administrative penalties and negative publicity and whether we will be able to complete large acquisitions in the future in a timely manner or at all.

 

We rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiary in China to fund offshore cash and financing requirements.

 

We are a holding company and rely to a significant extent on dividends and other distributions on equity paid by our operating subsidiary in the PRC, for our offshore cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, fund inter-company loans, service any debt we may incur outside of China and pay our expenses. When our operating subsidiaries incur additional debt, the instruments governing the debt may restrict its ability to pay dividends or make other distributions or remittances to us. Furthermore, the laws, rules and regulations applicable to our PRC subsidiaries permit payments of dividends only out of their retained earnings, if any, determined in accordance with applicable accounting standards and regulations.

 

Under PRC laws, rules and regulations, our subsidiaries incorporated in China are required to set aside a portion of their net income each year to fund certain statutory reserves. These reserves, together with the registered equity, are not distributable as cash dividends. As a result of these laws, rules and regulations, our subsidiaries incorporated in China are restricted in their ability to transfer a portion of their respective net assets to their shareholders as dividends. In addition, registered share capital and capital reserve accounts are also restricted from withdrawal in the PRC, up to the amount of net assets held in each operating subsidiary.

 

Limitations on the ability to pay dividends to us could limit our ability to access cash generated by the operations of those entities, including making investments or acquisitions that could be beneficial to our businesses, pay dividends to our shareholders or otherwise fund and conduct our business.

 

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The services conducted by our wholly-foreign owned enterprises might be regarded as a form of online advertising or as part of services requiring an Internet content provider license or other licenses and subjecting us to other laws, rules and regulations as well as increased taxes.

 

Our online platform to list artwork for sale at fixed prices and other related services are currently not classified as a form of online advertising in China or as part of services requiring an ICP license or other licenses. We conduct our fixed price sale of artwork and other related business through our wholly-foreign owned enterprises in the PRC, which are not qualified to operate an online advertising business and do not hold an ICP license. However, we cannot assure you that the PRC government will not classify our business and other related services as a form of online advertising or as part of services requiring an ICP license or other licenses in the future. If new regulations characterize our business and other related services as a form of online advertising or as part of ICP services requiring an ICP license or other licenses, we may have to conduct our business through other entities, which are qualified to operate online advertising business and hold ICP or other licenses.

 

If we conducted our business through other entities, we may face increased scrutiny from the tax authorities and may incur additional taxes on any services fees paid by such entities to our wholly-foreign owned enterprise. In addition, advertising services are subject to a cultural construction fee under PRC law, which is a 3% surcharge in addition to the applicable value-added tax. If our business and other related services were to be considered a form of online advertising, our revenue from those services would be subject to the 3% surcharge. If that were to occur, our margins would decline and our net income could be reduced. In addition, the substantial revenue streams attributable to our business would then be collected from such other entities and subject to the risks associated with these entities. If the change in classification of our business and other related services were to be retroactively applied, we might be subject to sanctions, including payment of delinquent taxes and late payment interest.

 

Moreover, PRC advertising laws, rules and regulations require advertisers, advertising operators and advertising distributors to ensure that the content of the advertisements they prepare or distribute is fair and accurate and is in full compliance with applicable law. Violation of these laws, rules or regulations may result in penalties, including fines, confiscation of advertising fees, orders to cease dissemination of the advertisements and orders to publish an advertisement correcting the misleading information. In circumstances involving serious violations, the PRC government may revoke a violator's license for operating an advertising business.

 

In addition, for advertising content related to specific types of products and services, advertisers, advertising operators and advertising distributors must confirm that the advertisers have obtained requisite government approvals, including the advertiser's operating qualifications, proof of quality inspection of the advertised products, government pre-approval of the contents of the advertisement and filing with the local authorities. If we become subject to PRC advertising laws, we would need to take steps to monitor, and to ensure that our third-party marketing affiliates monitor, the content of any advertisements displayed on our platforms. This could require considerable resources and time, and could significantly affect the operation of our business, while also subjecting us to increased liability under the relevant laws, rules and regulations. The costs associated with complying with such laws, rules and regulations, including any penalties or fines for our failure to so comply if required, could have a material adverse effect on our business, financial condition and results of operations. Any change in the classification of our business and other related services by the PRC government may also significantly disrupt our operations and materially and adversely affect our business and prospects.

 

We may be treated as a resident enterprise for PRC tax purposes under the PRC Enterprise Income Tax Law, and we may therefore be subject to PRC income tax on our global income.

 

Under the PRC Enterprise Income Tax Law and its implementing rules, both of which came into effect on January 1, 2008, enterprises established under the laws of jurisdictions outside of China with "de facto management bodies" located in China may be considered PRC tax resident enterprises for tax purposes and may be subject to the PRC enterprise income tax at the rate of 25% on their global income. "De facto management body" refers to a managing body that exercises substantive and overall management and control over the production and business, personnel, accounting books and assets of an enterprise. The State Administration of Taxation issued the Notice Regarding the Determination of Chinese-Controlled Offshore-Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, on April 22, 2009. Circular 82 provides certain specific criteria for determining whether the "de facto management body" of a Chinese-controlled offshore-incorporated enterprise is located in China. Although Circular 82 only applies to offshore enterprises controlled by PRC enterprises, not those controlled by foreign enterprises or individuals, the determining criteria set forth in Circular 82 may reflect the State Administration of Taxation's general position on how the "de facto management body" test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises. Currently, we generate only a small portion of our revenues offshore. However, if this proportion were to increase and if we were to be considered a PRC resident enterprise, we would be subject to PRC enterprise income tax at the rate of 25% on our global income. In such case, our profitability and cash flow may be materially reduced as a result of our global income being taxed under the Enterprise Income Tax Law. We believe that none of our entities outside of China is a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term "de facto management body."

 

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Dividends payable to our foreign investors and gains on the sale of our Common Stock by our foreign investors may become subject to PRC taxation.

 

Under the Enterprise Income Tax Law and its implementation regulations issued by the State Council, a 10% PRC withholding tax is applicable to dividends payable by a resident enterprise to investors that are non-resident enterprises, which do not have an establishment or place of business in the PRC or which have such establishment or place of business but the dividends are not effectively connected with such establishment or place of business, to the extent such dividends are derived from sources within the PRC. Similarly, any gain realized on the transfer of Common Stock by such investors is also subject to PRC tax at a current rate of 5%, subject to any reduction or exemption set forth in relevant tax treaties, if such gain is regarded as income derived from sources within the PRC. If we are deemed a PRC resident enterprise, dividends paid on our Common Stock, and any gain realized by the investors from the transfer of our Common Stock, would be treated as income derived from sources within the PRC and would as a result be subject to PRC taxation. Furthermore, if we are deemed a PRC resident enterprise, dividends payable to individual investors who are non-PRC residents and any gain realized on the transfer of our Common Stock by such investors may be subject to PRC tax at a current rate of 20%, subject to any reduction or exemption set forth in applicable tax treaties. It is unclear whether if we or any of our subsidiaries established outside China are considered a PRC resident enterprise, holders of our Common Stock would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas and to claim foreign tax credit if applicable. If dividends payable to our non-PRC investors, or gains from the transfer of our Common Stock by such investors are subject to PRC tax, the value of your investment in our Common Stock may decline significantly.

 

We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises or other assets attributed to a PRC establishment of a non-PRC company, or other assets attributable to a PRC establishment of a non-PRC company.

 

On February 3, 2015, the State Administration of Taxation issued the Bulletin on Issues of Enterprise Income Tax and Indirect Transfers of Assets by Non-PRC Resident Enterprises, or Bulletin 7, which replaced or supplemented certain previous rules under the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or Circular 698, issued by the State Administration of Taxation, on December 10, 2009. Pursuant to this Bulletin, an "indirect transfer" of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises may be recharacterized and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax.

 

According to Bulletin 7, "PRC taxable assets" include assets attributed to an establishment in China, immoveable properties located in China, and equity investments in PRC resident enterprises, in respect of which gains from their transfer by a direct holder, being a non-PRC resident enterprise, would be subject to PRC enterprise income taxes. When determining whether there is a "reasonable commercial purpose" of the transaction arrangement, factors to be taken into consideration include: whether the main value of the equity interest of the relevant offshore enterprise derives from PRC taxable assets; whether the assets of the relevant offshore enterprise mainly consists of direct or indirect investment in China or if its income mainly derives from China; whether the offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature which is evidenced by their actual function and risk exposure; the duration of existence of the business model and organizational structure; the replicability of the transaction by direct transfer of PRC taxable assets; and the tax situation of such indirect transfer and applicable tax treaties or similar arrangements. In respect of an indirect offshore transfer of assets of a PRC establishment, the resulting gain is to be included with the enterprise income tax filing of the PRC establishment or place of business being transferred, and would consequently be subject to PRC enterprise income tax at a rate of 25%. Where the underlying transfer relates to the immoveable properties located in China or to equity investments in a PRC resident enterprise, which is not related to a PRC establishment or place of business of a non-resident enterprise, a PRC enterprise income tax at 10% would apply, subject to available preferential tax treatment under applicable tax treaties or similar arrangements, and the party who is obligated to make the transfer payments has the withholding obligation. Where the pay or fails to withhold any or sufficient tax, the transferor shall declare and pay such tax to the tax authority by itself within the statutory time limit. Late payment of applicable tax will subject the transferor to default interest. Bulletin 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired from a transaction through a public stock exchange.

 

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There are uncertainties as to the application of Bulletin 7. As Bulletin 7 was promulgated recently, it is not clear how it will be implemented. Bulletin 7 may be determined by the tax authorities to be applicable to some of our offshore restructuring transactions or sale of the shares of our offshore subsidiaries or investments where PRC taxable assets are involved. The transferors and transferees may be subject to the tax filing and withholding or tax payment obligation, while our PRC Subsidiary may be requested to assist in the filing. Furthermore, we, our non-resident enterprises and PRC Subsidiary may be required to spend valuable resources to comply with Bulletin 7 or to establish that we and our non-resident enterprises should not be taxed under Bulletin 7, for our previous and future restructuring or disposal of shares of our offshore subsidiaries, which may have a material adverse effect on our financial condition and results of operations.

 

The PRC tax authorities have the discretion under Bulletin 7 to make adjustments to the taxable capital gains based on the difference between the fair value of the taxable assets transferred and the cost of investment. If the PRC tax authorities make adjustments to the taxable income of the transactions under Bulletin 7, our income tax costs associated with such potential acquisitions or disposals will increase, which may have an adverse effect on our financial condition and results of operations.

 

Restrictions on currency exchange may limit our ability to utilize our revenue effectively.

 

A significant portion of our revenue is denominated in Renminbi. The Renminbi is currently convertible under the "current account," which includes dividends, trade and service-related foreign exchange transactions, but not under the "capital account," which includes foreign direct investment and loans, including loans we may secure from our onshore subsidiaries or variable interest entities. Currently, our PRC subsidiaries, which are wholly-foreign owned enterprises, may purchase foreign currency for settlement of "current account transactions," including payment of dividends to us, without the approval of SAFE by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions. Since a significant amount of our future revenue is denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize revenue generated in Renminbi to fund our business activities outside of the PRC or pay dividends in foreign currencies to our shareholders, including holders of our shares of Common Stock. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, SAFE and other relevant PRC governmental authorities. This could affect our ability to obtain foreign currency through debt or equity financing for our subsidiaries and the variable interest entities.

 

Our significant amount of deposits in certain banks in China may be at risk if these banks go bankrupt or otherwise do not have the liquidity to pay us during our deposit period.

 

On May 1, 2015, China’s new Deposit Insurance Regulation came into effect, pursuant to which banking financial institutions, such as commercial banks, established in China are required to purchase deposit insurance for deposits in RMB and in foreign currency. Under this regulation, depositors will be fully indemnified for their deposits and interests in an aggregate amount up to a limit of RMB500,000. Deposits or interests over such limit will only be covered by the bank’s liquidation assets. Therefore, although this requirement to purchase deposit insurance may help, to a certain extent, prevent Chinese banks from going bankrupt, it would not be effective in providing effective protection for our accounts, as our aggregate deposits are much higher than the compensation limit.

 

RISKS RELATING TO INVESTMENT IN OUR SECURITIES

 

An active public market for our Common Stock may not develop or be sustained, which would adversely affect the ability of our investors to sell their securities in the public market.

 

We cannot predict the extent to which an active public market for our Common Stock will develop or be sustained.

 

Shares eligible for future sale may adversely affect the market price of our Common Stock, as the future sale of a substantial amount of outstanding stock in the public marketplace could reduce the price of our Common Stock.

 

Holders of a significant number of our shares and/or their designees may be eligible to sell our shares of Common Stock by means of ordinary brokerage transactions in the open market pursuant to Rule 144, promulgated under the Securities Act (“Rule 144”), subject to certain limitations. In general, pursuant to Rule 144, a non-affiliate shareholder (or shareholders whose shares are aggregated) who has satisfied a six-month holding period, and provided that there is current public information available, may sell all of its securities. Rule 144 also permits the sale of securities, without any limitations, by a non-affiliate that has satisfied a one-year holding period. Any substantial sale of Common Stock pursuant to any resale prospectus or Rule 144 may have an adverse effect on the market price of our Common Stock by creating an excessive supply.

 

If we fail to maintain effective internal controls, we may not be able to accurately report our financial results or prevent fraud, and our business, financial condition, results of operations and reputation could be materially and adversely affected.

 

We are a public company and our internal controls are essential to the integrity of our business and financial results. Our public reporting obligations place a strain on our management, operational and financial resources and systems. Although we have implemented measures to enhance our internal controls, and plan to take steps to further improve our internal controls, if we encounter difficulties in improving our internal controls and management information systems, we may incur additional costs and management time in meeting our improvement goals. We cannot assure you that the measures taken to improve our internal controls will be effective. If we fail to maintain effective internal controls in the future, our business, financial condition, results of operations and reputation may be materially and adversely affected.

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Compliance with changing regulation of corporate governance and public disclosure will result in additional expenses.

 

Changing laws, regulations and standards relating to corporate governance and public disclosure, including SOX and related SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing the public markets and public reporting. Our management team will need to invest significant management time and financial resources to comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses and a diversion of management time and attention from revenue generating activities to compliance activities.

 

We do not foresee paying cash dividends in the near future.

 

We do not plan to declare or pay any cash dividends on our shares of Common Stock in the foreseeable future and currently intend to retain any future earnings for funding growth. As a result, investors should not rely on an investment in our securities if they require the investment to produce dividend income.

 

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Item 1B. Unresolved Staff Comments.

 

Not applicable.

 

Item 2. Properties.

 

 

We leased approximately 1,119.45 square feet of office space at Rooms 2003 and 2004 on the 20th Floor of Hutchison House, Central, Hong Kong. The lease expired on January 31, 2019 and provided for a monthly rent of $14,226 (HK$111,496) and a monthly services fee of $1,256 (HK$ 9,846).

 

We also leased approximately 1,904 square feet of office space at Room 2018 on the 20th Floor of Hutchison House, Central, Hong Kong. The lease expired on January 31, 2019 and provided for a monthly rent of $17,491 (HK$137,088) and a monthly service fee of $1,701 (HK$13,328).

 

With the impending expiration of our aforesaid leases, we signed a new Hong Kong office lease on January 1, 2019 for approximately 1,821 square feet of office space at Room 1105 on the 11th Floor of Wing On Plaza, Tsim Sha Tsui, Hong Kong. The lease expires on December 31, 2020 and provides for a monthly rent of $11,385 (HK$89,229) and a monthly services fee of $1,078 (HK$ 8,450).

 

We lease approximately 345 square feet of storage space at Private Storage Area 23, Unite 2 on the 23th Floor of Global Gateway, Tsuen Wan, Hong Kong. The lease expires on January 4, 2020 and provides for a monthly rent of $3,242 (HK$25,408).

 

We leased approximately 580 square feet of office space at Flat F on the 24th Floor of Nan Shan Mansion, Taikoo, Hong Kong. The monthly rent was $2,807 (HK$22,000 and was originally slated to expire August 4, 2019. We however managed to terminate the lease and the agreement on September 4, 2018.

 

We leased approximately 890 square feet of office space on 8/F, Yick Shing Industrial Building, Tuen Mun, Hong Kong. The lease provided for a monthly rent of $1,595 (HK$12,500) and was due to expire on January 14, 2020. We managed to terminate the lease and the agreement on January 14, 2019.

 

On August 15, 2017, Shanghai Takung leased approximately 414 square feet of office space at Room 2226, Life Insurance Plaza, No.707 Zhangyang Road, Pudong New District, Shanghai, China. The lease expires on August 14, 2020 and provides for a monthly rent of $3,351 (RMB 22,150).

 

On November 20, 2016, Shanghai Takung leased approximately 4,438.5 square feet of office space at No.1701, 17/F, Block A, Huaxing Times Plaza, 478 Wensan Road, Xihu District, Hangzhou, China. The lease terminated on September 30, 2018 and provided for a monthly rent $6,832 (RMB 45,152) and monthly service fee of $593 (RMB 3,917).

 

We lease approximately 538.2 square feet of storage space at the Linji Building A, No. 8 Street 8, Shunyi District, Beijing, China 101300. The lease expires on August 14, 2019 and provides for a monthly rent of $1,437 (RMB 9,500) and a monthly service fee of $86 (RMB 570).

 

We also lease approximately 2,152.8 square feet of storage space at Lingtong Gongyuan, Southeast of Hebin Park, Tanggu, Binhai New Area, Tianjin City, China. The lease expires on July 14, 2025 and provides for a monthly rent and monthly service fee of $1,261 (RMB 8,333).

 

On December 16, 2016, Tianjin Takung leased approximately 13,371 square feet of office space at 2805-10, Financial Street Center, No. 2 Dagu North Road, Heping District, Tianjin, China. The lease terminated on August 15, 2018 and provided for a monthly rent of $21,731 (RMB 143,622) and monthly service fee of $4,798 (RMB 31,712). 

 

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On August 14, 2018, Tianjin Takung leased approximately 2,624 square feet of office space at Room 101, No. 21 Dong Peng Zhi Gu, Bei Chen, Tianjin, China. The lease expires on September 30, 2019 and provides for a monthly rent of $1,932 (RMB 12,770) and a monthly services fee of $91 (RMB 603).

 

On November 12, 2018, Tianjin Takung leased approximately 2,968 square feet of office space at Room 1505, Xin Shi Jie Financial Center, Xiao Shan, Hangzhou, China. The lease expires on November 11, 2020 and provides for a monthly rent of $3,279 (RMB 21,672) for the first year and a monthly rent of $3,443 (RMB 22,756) for the second year with a monthly services fee of $171 (RMB 1,128).

 

On October 10, 2018, Tianjin Takung leased approximately 1,230 square feet of office space at Room 1702,1703, 1706 & 1707 of Hong Jun Building, Bei Chen, Tianjin, China. The lease expires on October 9, 2019 and provides for a monthly rent of $920 (RMB 6,083)

 

On September 16, 2017, Tianjin Takung leased 8 parking space as B203, B204, B205, B212, B216, B2017, B2018, B2019 on 3/G, Jinta Apartment, Tianjin, China. The lease expired on September 15, 2018 and provided for a monthly rent of $1,029 (RMB 6,800) and monthly management fee of $182 (RMB 1,200)

 

On October 9, 2018, Art Era Internet leased approximately 4,361 square feet of office space at 4th Floor of Zhong Bao Cai Xin Building, Hong Qiao, Tianjin, China. The lease expires on September 30, 2019 and provides for a monthly rent of $3,959 (RMB 26,166) 

 

Item 3. Legal Proceedings.

 

We know of no material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

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PART II

 

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

 

Market for Common Equity and Related Shareholder Matters

 

Our Common Share was originally quoted on the OTCBB from October 2013 under the designation “CARD”. On November 5, 2014, we amended our name from “Cardigant Medical Inc.” to “Takung Art Co., Ltd and on November 12, 2014, our symbol was changed to “TKAT”. Our Common Share began trading on the NYSE American from March 22, 2017. Until November 25, 2015, there had been no trading in our Common Share. The table below presents the high and low bid for our Common Stock for the quarter from January 1, 2017 through December 31, 2018. These prices reflect inter-dealer prices, without retail markup, markdown, or commission, and may not represent actual transactions.

 

Year ended December 31, 2017  High   Low 
         
1st  Quarter  $10.50   $6.94 
2nd  Quarter  $8.09   $4.64 
3rd  Quarter  $5.43   $2.15 
4th   Quarter  $5.05   $2.30 

 

Year ended December 31, 2018   High     Low  
             
1 st   Quarter   $ 2.95     $ 2.01  
2 nd   Quarter   $ 2.37     $ 1.26  
3 rd   Quarter   $ 1.68     $ 0.75  
4 th    Quarter   $ 0.94     $ 0.57  

 

Holders of Our Common Share

 

As of December 31, 2018, we had 134 registered shareholders of our Common Share, which does not include the shares held in street name by brokerage firms. The holders of Common Share are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders. Holders of the Common Share have no preemptive rights and no right to convert their Common Share into any other securities. There are no redemption or sinking fund provisions applicable to the Common Share.

 

Dividends

 

We have not paid dividends on our Common Share and do not anticipate paying such dividends in the foreseeable future. We will rely on dividends from our Hong Kong and China operation entities for our funds and Hong Kong and Chinese regulations may limit the amount of funds distributed to us from our Hong Kong and Chinese operation entities, which will affect our ability to declare any dividends.

 

Share Option and Warrant Grants

 

On August 26, 2015, we approved our 2015 Incentive Share Plan, allowing for the issuance of up to 1,037,000 shares of our Common Share. On August 27, 2015, we registered the shares of Common Share reserved for issuance under our 2015 Incentive Share Plan with the SEC on a registration statement on Form S-8 under the Securities Act. On August 28, 2015, we issued 300,000 shares of our Common Share under the 2015 Incentive Share Plan as partial compensation to third party consultants. We have since increased the Share Plan by an additional 500,000 shares. 

 

During 2018, we did not grant any share options and forfeited 164,522 share options. The outstanding share options as of December 31, 2018 are 254,238.

 

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Registration Rights

 

We have no other obligation to register under the Securities Act any of our shares of Common Stock.

 

Equity Compensation Plans

 

On August 26, 2015, we approved our 2015 Incentive Stock Plan, allowing for the issuance of up to 1,037,000 shares of our Common Stock. On August 27, 2015, we registered the shares of Common Stock reserved for issuance under our 2015 Incentive Stock Plan with the SEC on a registration statement on Form S-8 under the Securities Act. On August 28, 2015, we issued 300,000 shares of our Common Stock as partial compensation to third party consultants. On November 20, 2015, we issued 487,000 restricted shares of our Common stock as partial compensation to third party consultants. On November 30, 2016, we issued 50,000 shares of our Common Stock to the third party consultant for general financial advisory and banking service. On October 2, 2017, we issued 20,000 shares of our Common Stock to the third party consultant. These issuance of shares were under the 2015 Incentive Stock Plan.

 

During 2017, we granted nil and forfeited 9,765 stock options. The outstanding stock options as of December 31, 2017 was 418,760.

 

On March 22, 2017, we issued an aggregate of 19,606 restricted shares of our Common Stock to three of our non-executive directors, namely, Messrs. Joseph Levinson, John Levy and Kwok Keung William Tsui under our 2015 Incentive Stock Plan (which was registered on a registration statement on Form S-8 under the Securities Act and filed with the SEC on August 27, 2015) as partial consideration for their services as directors pursuant to their respective director appointment letters.

 

On May 16, 2018, we issued an aggregate of 17,143 restricted shares of our Common Stock to three of our non-executive directors, namely, John Levy, Kwok Keung William Tsui and Sun UP LLC (of which Joseph Levinson is the LLC member) under our 2015 Incentive Stock Plan (which was registered on a registration statement on Form S-8 under the Securities Act and filed with the SEC on August 27, 2015) as partial consideration for their services as directors pursuant to their respective director appointment letters.

 

During 2018, we did not grant any stock options and 164,522 stock options were forfeited or expired. The outstanding stock options as of December 31, 2018 were 254,238.

  

Stock Transfer Agent

 

Our stock transfer agent is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, New York 11598.

 

Dividends

 

We have not declared or paid any dividends on our Common Stock and presently do not expect to declare or pay any such dividends in the foreseeable future. We have not yet formulated a future dividend policy in the event restrictions on our ability to pay dividends are created.

 

Repurchase of Equity Securities by Takung Art Co., Ltd and Affiliated Purchasers

 

None.

 

Recent Sales of Unregistered Securities 

 

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We granted 20,000 shares of our Common Share to the third party consultant on October 2, 2017. The issuance is exempted from the registration under Section 4(2) of the Securities Act and bears a standard restrictive legend under the Securities Act.

 

Item 6. Selected Financial Data.

 

Not applicable.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

The following discussion and analysis should be read in conjunction with our financial statements and related notes thereto.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This report contains certain statements that may be deemed “forward-looking statements” within the meaning of United States of America securities laws.  All statements, other than statements of historical fact, that address activities, events or developments that we intend, expect, project, believe or anticipate and similar expressions or future conditional verbs such as will, should, would, could or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

 

These statements include, without limitation, statements about our anticipated expenditures, including those related to general and administrative expenses; the potential size of the market for our services, future development and/or expansion of our services in our markets, our ability to generate revenues, our ability to obtain regulatory clearance and expectations as to our future financial performance. Our actual results will likely differ, perhaps materially, from those anticipated in these forward-looking statements as a result of various factors, including: our need and ability to raise additional cash. The forward-looking statements included in this report are subject to a number of additional material risks and uncertainties, including but not limited to the risks described in our filings with the Securities and Exchange Commission.

 

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and the related notes to those statements included in this filing. In addition to historical financial information, this discussion may contain forward-looking statements reflecting our current plans, estimates, beliefs and expectations that involve risks and uncertainties. As a result of many important factors, particularly those set forth under "Special Note Regarding Forward-Looking Statements", our actual results and the timing of events may differ materially from those anticipated in these forward-looking statements.

 

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Overview

 

We were incorporated in Delaware under the name Cardigant Medical Inc. on April 17, 2009.  Our initial business plan was to focus on the development of novel biologic and peptide based compounds and enhanced methods for local delivery for the treatment of vascular disease including peripheral artery disease and ischemic stroke.

 

Pursuant to the Stock Purchase Agreement dated as of July 31, 2014, Yong Li, an individual purchased a total of 887,410 restricted shares (before Reverse Stock Split was 22,185,230 restricted shares) of Common Stock of the Company from a group of three former shareholders of the Company. In consideration for the shares, Mr. Li paid the sellers $399,344 in cash which came from his own capital. The sellers were Jerett A. Creed, the Company’s former Chief Executive Officer, Chief Financial Officer, director and formerly a controlling shareholder of the Company, the Creed Family Limited Partnership and Ralph Sinibaldi. The shares represented approximately 95% of the Company’s then issued and outstanding Common Stock. The sale was consummated on August 28, 2014. As a result of the transaction, there was a change in control of the Company.

 

On August 27, 2014, we entered into a Contribution Agreement with Cardigant Neurovascular. Pursuant to the Contribution Agreement, we assigned all our assets, properties, rights, title and interest used or held for use by our business, (except for certain excluded assets set forth therein) which was the treatment of atherosclerosis and plaque stabilization in both the coronary and peripheral vasculature using systemic and local delivery of large molecule therapeutics and peptide mimetics based on high density lipoprotein targets (“Cardigant Business”). In consideration for such contribution of capital, Cardigant Neurovascular agreed to assume all our liabilities arising from the Business prior to the date of the Contribution Agreement and thereafter with regard to certain contributed contracts. We granted Cardigant Neurovascular an exclusive option for a period of 6 months to purchase the excluded assets for $1. Cardigant Neurovascular exercised this option October 20, 2014 and the excluded assets were assigned to Cardigant Neurovascular on October 20, 2014.

 

Also on October 20, 2014, we acquired all the issued and outstanding shares of Hong Kong Takung, a privately held Hong Kong corporation, pursuant to the Share Exchange Agreement and Hong Kong Takung became our wholly owned subsidiary in a reverse merger, or the “Merger” Pursuant to the Merger, all of the issued and outstanding shares of Hong Kong Takung common stock were converted, at an exchange ratio of 10.4988-for-1, into an aggregate of 8,399,040 shares (before Reverse Stock Split was 209,976,000 shares) of our Common Stock and Hong Kong Takung became a wholly owned subsidiary of us. The holders of our Common Stock as of immediately prior to the Merger held an aggregate of 933,236 shares (before Reverse Stock Split was 23,330,662 shares) of our Common Stock, The accompanying financial statements share and per share information has been retroactively adjusted to reflect the exchange ratio in the Merger. Subsequent to the Merger, our name was changed from “Cardigant Medical Inc.,” to “Takung Art Co., Ltd.”

 

Hong Kong Takung is a limited liability company incorporated on September 17, 2012 under the laws of Hong Kong, Special Administrative Region, China. Although Takung was incorporated in 2012, it did not commence business operations until late 2013.

 

As a result of the transfer of the excluded assets pursuant to the Contribution Agreement and the acquisition of all the issued and outstanding shares of Hong Kong Takung, we are no longer conducting the Cardigant Business and have now assumed Hong Kong Takung’s business operations as it now our only operating wholly-owned subsidiary.

 

Hong Kong Takung operates an electronic online platform located at http://eng.takungae.com for artists, art dealers and art investors to offer and trade valuable artwork.

 

Through Hong Kong Takung, we offer on-line listing and trading services that allow artists, art dealers and owners to access a much bigger art trading market where they can engage with a wide range of investors that they might not encounter without our platform. Our platform also makes investment in high-end and expensive artwork more accessible to ordinary people without substantial financial resources.

 

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We generate revenue from our services in connection with the offering and trading of artwork on our system, primarily consisting of listing fees, trading commissions, management fees and authorized agent subscription.

 

Our headquarters are located in Hong Kong, Special Administrative Region, People’s Republic of China and we conduct our business primarily in Hong Kong, Shanghai and Tianjin. Recently, we set up a new branch office in Hangzhou to conduct marketing acitivities. Our new principal executive offices are located at Room 1105 Wing On Plaza, 62 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong.

 

On July 28, 2015, Hong Kong Takung incorporated a wholly owned subsidiary, Takung (Shanghai) Co., Ltd. (“Shanghai Takung”), in Shanghai Free-Trade Zone (SFTZ) in Shanghai, China, with a registered capital of $1 million. Shanghai Takung is engaged in providing services to its parent company Hong Kong Takung by receiving deposits from and making payments to online artwork traders for and on behalf of Hong Kong Takung. Shanghai Takung set up a new office in Hangzhou, PRC on November 20, 2016 for technology development and it was closed at August 28, 2018.

 

On January 27, 2016, Hong Kong Takung incorporated another subsidiary, Takung Cultural Development (Tianjin) Co., Ltd (“Tianjin Takung”), a limited liability company, with a registered capital of $1 million in Tianjin Pilot Free Trade Zone in Tianjin, People’s Republic of China. Tianjin Takung provides technology development services to Hong Kong Takung and Shanghai Takung, and also carries out marketing and promotion activities in mainland China.

 

Hong Kong Takung Art Holdings Company Limited (“Takung Art Holdings”) was formed in Hong Kong on July 20, 2018 and operates as a holding company to control an online platform for offering, selling and trading whole piece of artwork.

 

Art Era Internet Technology (Tianjin) Co., Ltd (“Art Era”), formed in Tianjin on September 7, 2018, is a directly wholly owned subsidiary of Takung Art Holdings, and formed as a limited liability company with a registered capital of $2 million located in the Pilot Free Trade Zone in Tianjin. Art Era mainly focuses on developing our e-commerce platform for art.

  

Since July 28, 2016, we have expanded access to our trading platform to residents of Russia, Mongolia, Australia and New Zealand – our first major expansion of operations outside of China. To further stimulate trading interest, we have added selected portfolios from these countries to our platform, which now comprises 279 artworks including three Russian painting portfolios and fifteen Mongolian paintings.

 

Since July 3, 2017, we introduced a new "A" tier to our trading platform comprised of portfolios that meet an elevated set of standards including higher levels of liquidity, market value, number of owners, and number of VIP Traders.

 

Since September 2017, we launched Unit+, a new unit trading platform for collectibles, with each Unit+ portfolio containing multiple numbers of the same item for Traders to opt for direct ownership with physical delivery by trading the units they own for one or more items in the portfolio. In 2017, we entered the sports memorabilia market by launching our sports memorabilia product consisting of an exclusive, limited edition collection of signed replicas of jersey on the Unit+ platform.

 

Management has recently determined to merge the operations of Shanghai Takung with Tianjin Takung’s and eventually dissolve Shanghai Takung in order to save costs.

 

Results of Operation of Takung

 

Hong Kong Takung operates a platform for offering and trading artwork. We generate revenue from our services in connection with the offering and trading of artwork ownership units on our system, primarily consisting of listing fees, trading commissions, and management fees.

 

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For the years ended December 31, 2018 and 2017

 

The following tables set forth our consolidated statements of income data:

 

   For the Year Ended December 31 
   2018   % of revenue   2017   % of revenue 
                 
Revenue                    
Listing fee  $3,907,301    46.0   $5,572,840    43.1 
Commission   3,818,852    45.0    6,112,868    47.3 
Authorized agent subscription revenue   191,385    2.3    -    - 
Management fee   569,098    6.7    1,235,659    9.6 
Annual fee   378    -    1,021    - 
Online artwork sales   8,409    -    -    - 
Total revenue   8,495,423    100.0    12,922,388    100.0 
Cost of revenue   2,578,764    30.4    1,247,286    9.7 
Gross profit   5,916,659    69.6    11,675,102    90.3 
Selling expense   898,006    10.6    1,395,709    10.8 
Impairment loss   352,669    4.1    -    - 
General and administrative expense   11,324,469    133.3    12,111,075    93.7 
Total expenses   12,575,144    148.0    13,506,784    104.5 
Loss from operations   (6,658,485)   (78.4)   (1,831,682)   (14.2)
Total other income (loss)   (1,453,379)   (17.1)   1,112,963    8.6 
Loss before provision for income taxes   (8,111,864)   (95.5)   (718,719)   (5.6)
Provision for income taxes   479,901    5.7    (342,856)   (2.7)
Net loss  $(7,631,963)   (89.8)  $(1,061,575)   (8.3)

 

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Revenue

 

Effective January 1, 2018, the Company adopted Topic 606 using modified retrospective approach applied to its contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are accounted for and presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with Topic 605. The Company assessed the adoption of this standard to have a material impact on its consolidated financial statements, primarily related to the accounting for rebating commission earned from the transaction to the relevant referrer, including both traders and service agents. The Company recorded the rebate as a reduction of revenue under ASC 605, while under the new standard, the Company records the rebate as a cost of revenue. As this is a classification between revenue and cost of revenue, it would have no impact on the opening balances for the year beginning January 1, 2018. The discussion of our adoption of ASC606 contained in Note 2 to our consolidated financial statements, “Summary of Significant Accounting Policies”, is incorporated herein by reference.

 

  (i) Listing fee revenue

 

Listing fee revenue is calculated based on a percentage of the listing value and transaction value of artworks.

 

Listing value is the total offering price of an artwork when the ownership units are initially listed on our trading platform. We utilize an appraised value as a basis to determine the appropriate listing value for each artwork, or portfolio of artworks.

 

As of the year ended December 31, 2018, a total of 279 sets of artwork were listed for trade on our platform —comprising 54 sets of paintings and calligraphies from famous Chinese, Russian and Mongolian artists ranging in listing value from $127,590 (HK$1,000,000) to $1,531,081 (HK$12,000,000), 35 pieces of jewelry ranging in listing value from $25,518 (HK$200,000) to $1,275,901 (HK$10,000,000), 134 pieces of precious stones ranging in listing value from $12,759 (HK$100,000) to $765,540 (HK$6,000,000), 29 pieces of amber ranging in listing value from $127,590 (HK$1,000,000) to $1,020,721 (HK$8,000,000), 4 pieces of antique mammoth ivory carving ranging in listing value from $127,590 (HK$1,000,000) to $255,180 (HK$2,000,000), 2 pieces of porcelain pastel paintings ranging in listing value from $102,072 (HK$800,000) to $229,662 (HK$1,800,000), 7 pieces of porcelain in listing value from $38,277 (HK$300,000) to $382,770 (HK$3,000,000), 6 sets of Unit+ product with listing values from $127,590 (HK$1,000,000) to $391,191 (HK$3,066,000), 1 piece of Yixing Purple Clay with a listing value of $127,590 (HK$1,000,000) and 7 pieces of sports culture with listing values from $127,590 (HK$1,000,000) to $255,180 (HK$2,000,000).

 

We listed a total of 38 pieces of artwork in 2018. The listing fees ranged from 41.7% to 47.3 % of the listing value for paintings and calligraphies, 24.0% to 46.0% of the listing value for precious stones, 25.0% to 48.0% of the listing value for porcelain, 45% of the listing value for Unit+ products, and 45.0% of the listing value for sports culture collectibles. The total listing value of artwork during 2018 was $9,320,577 (HK$73,051,000).

 

As of the year ended December 31, 2017, a total of 241 sets of artwork were listed for trade on our platform —comprising 40 sets of paintings and calligraphies from famous Chinese, Russian and Mongolian artists ranging in listing values from $128,327 (HK$1,000,000) to $1,539,922 (HK$12,000,000), 35 pieces of jewelry ranging in listing values from $25,665 (HK$200,000) to $1,283,269 (HK$10,000,000), 126 pieces of precious stones ranging in listing values from $12,833 (HK$100,000) to $769,961 (HK$6,000,000), 29 pieces of amber ranging in listing values from $128,327 (HK$1,000,000) to $1,026,615 (HK$8,000,000), 4 pieces of antique mammoth ivory carving ranging in listing values from $128,327 (HK$1,000,000) to $256,654 (HK$2,000,000), 2 pieces of porcelain pastel paintings ranging in listing values from $102,661 (HK$800,000) to $230,988 (HK$1,800,000), 2 pieces of porcelain in listing values from $38,498 (HK$300,000) to $64,163 (HK$500,000), 1 set of Unit+ product with a listing value of $152,452 (HK$1,188,000), 1 piece of Yixing Purple Clay with a listing value of $128,327 (HK$1,000,000) and 1 piece of sports culture collectible with a listing value of $128,892 (HK$1,004,400).

 

We listed a total of 60 pieces of artwork in 2017. The listing fees ranged from 43.5% to 47% of the listing value for paintings and calligraphies, 25.5% to 47.2% of the listing value for jewelry, 25% to 47% of the listing value for precious stones, 46% of the listing value for porcelain, 30.25% of the listing value for Unit+ products, 45% of the listing value of the Yixing Purple Clay and 45% of the listing value for the sports culture collectibles. The total listing value of artwork during 2017 was $14,163,745 (HK$110,372,400).

 

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The decrease in the number of listings of artwork for the year ended December 31, 2018, compared to the same period in 2017, resulted in a decrease in the listing fee revenue in 2018. On August 13, 2018, we announced the temporary suspension of all new listings of artwork on our platform because of a decrease in trading volume and customer deposits, leading indicators of available cash from our Traders for investment in new offerings. We attribute this depressed market sentiment to the recent under-performance of financial stock markets in China as well as the fall-out from the P2P (peer-to-peer) lending market. We have resumed new listings in January 2019.

 

  (ii) Commission fee revenue

 

For non-VIP Traders, the commission revenue was calculated based on a percentage of transaction value of artworks, which we charge trading commissions for the purchase and sale of the ownership shares of the artworks. The commission is typically 0.3% of the total amount of each transaction, but as an initial promotion, we currently charge a reduced fee of 0.2% (resulting in an aggregate of 0.4% for both buy and sell transactions) of the total transaction amount with the minimum charge of $0.13 (HK$1). The commission is accounted for as revenue and immediately deducted from the proceeds from the sales of artwork units when a transaction is completed. On November 7, 2018 we lowered the minimum charge to $0.0013 (HK$1).

 

For selected Traders, starting from April 1, 2016, we charged a predetermined monthly fee (unlimited trades for specific artworks) for specific artworks. These Traders are selected by authorized agents and reviewed by us. After review, we negotiate individually with each one of them to determine a fixed monthly fee. Different Traders may have different rates but once negotiated and agreed to, the monthly fee is fixed. Using the output method, we recognize the monthly commission revenue when the selected Traders receive access to our trading platform to make unlimited trades for specific artwork.

 

We define Traders as “inactive traders” if they meet the following criteria;

 

·The Trader defaults in payment over three months;
·The Trader did not incur any transactions in the month of reassessment;
·The service agent has confirmed with the relevant Trader that he/she was inactive.

 

Once an inactive trader has been assessed and identified, his/her contract will be reassessed pursuant to ASC 606-10-25-5 because there has been a significant change in fact and circumstances and pursuant to ASC 606-10-25-1)e), his/her contract will not be deemed to exist and revenue will not be recognized until consideration is received in accordance with ASC 606-10-25-7(a) as we would have already performed our obligations ahead of receiving consideration.

 

Commission rebate programs are offered to Traders and service agents. We pay to existing Traders 5% of the commission earned from the transactions of new traders referred by them. The rebate was adjusted from 15% to 5%, starting from January 1, 2017. For service agents, we rebate a total of 40% to 68% of the commission earned from transactions with new Traders to the service agents when they bring in an agreed number of Traders to the trading platform. For service agents who have individual referrers referring Traders to us, we will, after rebating such individual referrers 5% of the commission earned from the transactions of new Traders they referred, deduct such 5% of the commission from the rebates payable to the service agents to which such individual referrers relate. The commission rebate is recognized as reduction of the commission revenue prior to January 1, 2018 under Topic 605. Starting January 1, 2018, we account for the commission rebate as cost of revenue under Topic 606.

 

The rebates and discounts are recognized as a reduction of revenue in the same period the related revenue is recognized.

 

Our trading volume and transaction value amounts increased significantly from 2016 when we commenced operations in Shanghai and consequently added a significant number of Traders from mainland China as they could now settle their trades in Renminbi. This trend continued into 2017. However, there was a decrease in our trading volume and transaction value amounts during the second half of 2018 because of the deteriorating economy in China due to the under-performance of its financial stock markets as well as the fall-out from the P2P (peer-to-peer) lending market.

 

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Total commission revenue decreased by $2,294,016 or 37.53% for the year ended December 31, 2018 to $3,818,852 compared to $6,112,868 the year ended December 31, 2017, primarily because of decrease in selected Traders’ commission revenue by $3,873,771 off-set by an increase in transaction commission revenue by $1,213,256 resulting from the implementation of an A-tier model, which led to an increase in the number of Traders and new product categories.

 

(iii)Management fee revenue

 

We charge Traders a management fee to cover the costs of insurance, storage, and transportation for an artwork and trading management of artwork units, which are calculated at $0.0013 (HK$0.01) per 100 artwork units per day. The management fee is deducted from proceeds from the sale of artwork units.

 

During the year ended December 31, 2018, management fee revenue decreased by $666,561, from $1,235,659 to $569,098 for the year ended December 31, 2017, which was primarily due to our waiver of management fees for certain VIP traders since September 1, 2017. The waiver was recognized as a reduction of management fee revenue.

 

  (iv) Annual fee revenue

 

During the year ended December 31, 2018, we recognized $378 in annual fee revenue, a decrease of $643 from $1,021 for the year ended December 31, 2017.

 

  (v) Authorized agent subscription revenue

 

During the year ended December 31, 2018, authorized agent subscription revenue was $191,385, compared to $0 for the same period ended in 2017.

 

  (vi) Online artwork sales

 

From the second quarter of 2018, we launched an offering of artwork and artwork related merchandise for sales on our online platform.

 

Sales of artwork: The sale of artwork consists of fees charged to third-party merchants that the Company provides access to the online platform for sales of their artwork, which are primarily paintings. The Company is not the primary obligor on these transactions, the Company does not bear the inventory risk, does not have the ability to establish prices, and does not provide any fulfillment services since the goods are shipped directly from third-party merchants to end customers. Upon successful sales on our online platform, we charge the third-party merchants commission fees based on the agreed percentage of the total selling price. Commission fees are recognized on a net basis when the artwork sales order is completed. 

 

Sales of artwork-related merchandise: We also offers our own artwork-related merchandise through our online platform. Revenue is recognized when control of the goods is transferred to the customer, which generally occurs upon our delivery to the carrier or the customer.

 

During the year ended December 31, 2018, commission from online artwork sales and sales of our artwork-related merchandise were $8,409 comparing to $0 for the December 31, 2017.

 

For comparative purpose, we adjusted the revenue and cost of revenue for year ended December 31, 2017 as if retrospectively adopted ASC 606.

 

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The following tables identify the disaggregation of our revenue for the years ended December 31, 2018 and 2017, respectively:

 

   Year ended
December 31,
 
   2018   2017 
         
       As previously
reported
   Adjustments   Adjusted 
Listing fee revenue  $3,907,301   $5,572,840   $-   $5,572,840 
Commission   3,818,852    6,112,868    412,215    6,525,083 
Management fee revenue   569,098    1,235,659    -    1,235,659 
Annual fee revenue   378    1,021    -    1,021 
Authorized agent subscription revenue   191,385    -    -    - 
Online artwork sales   8,409    -    -    - 
Total  $8,495,423   $12,922,388   $412,215   $13,334,603 

 

The adjustments represent the reclassification of the commission rebate from reduction of commission revenue to cost of revenue. This amount was recognized as reduction of the commission revenue prior to January 1, 2018 under Topic 605. Starting January 1, 2018, we account for the commission rebate as cost of revenue under Topic 606. 

 

Revenue by customer type

 

The following table presents our revenue by customer type:

 

   December 31, 
   2018   2017 
Artwork owners  $3,907,301   $5,572,840 
Non - VIP  traders   2,324,441    1,116,719 
VIP  traders   2,063,887    6,232,829 
Authorized agents   191,385    - 
Online artwork sales   8,409    - 
Total  $8,495,423   $12,922,388 

 

Cost of Revenue

 

Cost of revenue primarily includes the following: commission rebates to service agents, depreciation, internet service charges, artwork insurance and artwork storage costs.

 

   December 31,
2018
   December 31,
2017
 
         
       As previously
reported
   Adjustments   Adjusted 
Commission rebate to service agents  $1,214,912   $-   $412,215   $412,215 
Depreciation   632,440    550,467         550,467 
Internet service charge   396,254    455,361         455,361 
Artwork insurance   220,089    170,816         170,816 
Artwork storage   110,070    68,713         68,713 
Others   4,999    1,929         1,929 
Total  $2,578,764   $1,247,286   $412,215   $1,659,501 

  

Cost of revenue for the years ended December 31, 2018 and December 31, 2017 were $2,578,764 and $1,247,286, respectively. The increase in cost of revenue for the year ended December 31, 2018 compared to the same period in 2017, was mainly due to the increase in the commission rebates to service agents by $1,214,912, pursuant to the commission rebate program. We pay existing Traders and service agents a commission rebate at a predetermined referral rate of commission earned from the transactions of new Traders referred by them. There was a change in commission payment structure since late 2017 that a variable range of referral rate would be applied based on the transaction volume of each month instead of a flat rate. The purpose of such change is to offer larger incentive to the service agents to refer more new Non VIP Traders to the Company. The commission rebate to service agents was increased from $412,215 during 2017 to $1,214,912 during 2018 due to the fact that the revenue generated from Non VIP Traders was increased from $1,198,473 during 2017 to $2,411,729 during 2018. The commission rebate is recognized as a reduction of the commission revenue prior to January 1, 2018 under Topic 605. Starting from January 1, 2018, we account for the commission rebate as cost of revenue under Topic 606-10-32-26. Besides the increase in commission rebates, the increase in cost of revenue was also due to increases in the depreciation and amortization of hardware and software on our trading platform by $81,973, the decrease in the internet services charge by $59,107 due to the termination of two network lines between Macau and Hong Kong; the increase in artwork insurance by $49,273 and the increase in artwork storage costs by $41,357 because the number of artwork listed has increased.

 

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Gross Profit

 

Gross profit was $5,916,659 for the year ended December 31, 2018, compared to $11,675,102 for the year ended December 31, 2017. The decrease was primarily due to decreased revenue resulting from less artworks being listed on our platform and increase in cost of revenue as discussed above.

 

Gross profit margin decreased by 20.7% to 69.6% for the year ended December 31, 2018 from 90.3% for the year ended December 31, 2017, primarily due to the increase the commission rebates to service agents, which resulted in the increase of our cost of revenue.

 

Operating Expenses

 

General and administrative expenses were $11,324,469 for the year ended December 31, 2018, compared to $12,111,075 for the year ended December 31, 2017. The significant plunge in general and administrative expense by $786,606 was attributed to a decrease in the provision for doubtful accounts in 2018 to $377,497, a $2,076,159 provision for doubtful accounts recognized in 2017 of which $76,429 was recovered in 2018, a $453,926 bad debt expense that was an uncollectable loan from a third party, a decrease in share-based compensation by $551,006, a result of not issuing any restricted shares and forfeiture or expiration of share options in 2018, a decrease in office, insurance and rental expenses by $107,920, and traveling and accommodation fees by $208,069 in 2018. The decrease in general and administrative expenses is offset by an increase in the following expense items: consultancy fees by $1,029,489 for establishing the e-commerce business for art including the development of the e-commerce platform and strategic advisory services, legal and professional fee by $173,564, salary and welfare by $3,372, non-deductible input VAT by $94,355, depreciation by $71,022, R&D expense by $383,802 and other expenses by $23,447.

 

The following table sets forth the main components of the Company’s general and administrative expenses for the years ended December 31, 2018 and 2017.

 

    Year ended
December 31, 2018
    Year ended
December 31, 2017
 
    Amount($)     % of Total     Amount($)     % of Total  
Consultancy fee     1,258,851       11.1 %     229,362       1.9 %
Depreciation expenses     262,827       2.3 %     191,805       1.6 %
Legal and professional fees     1,171,444       10.3 %     997,880       8.2 %
Salary and welfare     4,774,795       42.2 %     4,771,423       39.4 %
Office, insurance and rental expenses     1,574,646       13.9 %     1,682,566       13.9 %
Traveling and accommodation expenses     601,555       5.3 %     809,624       6.7 %

Share-based compensation

    200,111       1.8 %     751,117       6.2 %
Non-deductible input VAT expense     395,252       3.5 %     300,897       2.5 %
Bad debt expense     377,497       3.3 %     2,076,159       17.1 %
R&D expenses    

383,802

     

3.5

%     -       -  
Others     323,689       2.8 %     300,242       2.5 %
Total G&A expenses   $ 11,324,469       100 %   $ 12,111,075       100 %

 

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The Company also incurred a total of $898,006 and $1,395,709 in selling expenses for the years ended December 31, 2018 and 2017, respectively. The decrease in selling expenses was due to fewer promotion and advertising events launched during 2018.

 

We had recognized an impairment loss in construction-in-progress of our software development, $195,377, by our subsidiary in Shanghai due to the reduction in workforce and restructuring of our business in this subsidiary and impairment loss in the cost of e-commerce trading platform, $157,292, by our subsidiary in Tianjin due to decline in appetite for artwork to the overall market in China for the year ended December 31, 2018.

 

Other income (loss) and expenses

 

Other loss and expenses for the year ended December 31, 2018 was $1,453,379, compared to other income of $1,112,963 for the same period in 2017. The significant increase in other expenses for the year ended December 31, 2018 was primarily attributed to the exchange loss arising from the fluctuation of the exchange rate between RMB and the U.S. dollar.

 

Income tax expense

 

The Company’s effective tax rate varies due to its multiple jurisdictions in which the pretax book incomes or losses incur. The Company was subject to a U.S. income tax rate of 21% (34 % prior to January 1, 2018), Hong Kong profits tax rate at 8.25% for the first HKD 2 million (approximately $255,180) assessable profits and at 16.5% for assessable profits above HKD 2 million (approximately $255,180) (16.5% prior to January 1, 2018) and PRC enterprise income tax rate at 25%.

 

Tax Cuts and Jobs Act

 

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act ("Tax Act"). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate income tax rate from 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal corporate income taxes on dividends from foreign subsidiaries; (4) other changes to how foreign and domestic earnings are taxed.

 

Upon filing our U.S. corporate income tax return for the tax year ended December 31, 2017, we included $9,859,238 toll-charge income based on the post-1986 untaxed accumulated foreign earnings of $17,554,491 which is subject to U.S. income tax of 15.5% on cash and liquid assets and 8% on non-liquid assets. This toll charge income was fully offset by the current year U.S. pretax book loss, the available federal NOLs and foreign tax credit. Therefore, there was no incremental income tax expense in connection with the toll-charge enacted in 2017.  

 

The Global Intangible Low-taxed Income (GILTI) is a new provision introduced by the Tax Cuts and Jobs Act. U.S. shareholders, who are domestic corporations, of controlled foreign corporations (CFCs) are eligible for up to an 80% deemed paid foreign tax credit (FTC) and a 50% deduction of the current year inclusion with the full amount of the Section 78 gross-up subject to limitation. This new provision is effective for tax years of foreign corporations beginning after December 31, 2017. The Company has evaluated whether it has additional provision amount resulted by the GILTI inclusion on current earnings and profits of its foreign controlled corporations. The Company has made an accounting policy choice of treating taxes due on future U.S. inclusions in taxable amount related to GILTI as a current period expense when incurred. As of December 31, 2018, the Company does not have any aggregated positive tested income; and as such, does not have additional provision amount recorded for GILTI tax.

 

The two-tier profits tax rates system was introduced under the Inland Revenue (Amendment)(No.3) Ordinance 2018 (“the Ordinance”) of Hong Kong became effective for the assessment year 2018/2019. Under the two-tier profit tax rates regime, the profits tax rate for the first HKD 2 million (approximately $255,180) of assessable profits of a corporation will be subject to the lowered tax rate, 8.25% while the remaining assessable profits will be subject to the legacy tax rate, 16.5%. The Ordinance only allows one entity within a group of “connected entities” is eligible for the two-tier tax rate benefit. An entity is a connected entity of another entity if (1) one of them has control over the other; (2) both of them are under the control (more than 50% of the issued share capital) of the same entity; (3) in the case of the first entity being a natural person carrying on a sole proprietorship business-the other entity is the same person carrying on another sole proprietorship business. Since Hong Kong Takung and Takung Art Holdings are wholly owned and under the control of Takung U.S, both entities are connected entities. Under the Ordinance, it is an entity’s election to nominate the entity that will be subject to the two-tier profits tax rates on its Profits Tax Return. The election is irrevocable. We elected Hong Kong Takung to be subject to the two-tier profits tax rates.

 

The provision for current income and deferred taxes of the Hong Kong Takung has been calculated by applying the new tax rate, 8.25% and original tax rate of 16.5% for the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018, Hong Kong Takung re-measured its deferred taxes with new tax rate of 8.25% according to the Ordinance. Takung Art Holdings still applies the original tax rate of 16.5% for its provision for current income and deferred taxes. As of December 31, 2018 and 2017, our subsidiaries in Hong Kong had $5,501,087 and nil in net operating loss carry forwards available to offset future taxable income, respectively. These net operating loss will be carryforward indefinitely under Hong Kong Profits Tax regulation.

 

2018 compared to 2017

 

The income tax benefit/(expense) for the fiscal years ended December 31, 2018 and 2017 were $479,901 and ($342,856), respectively. The decrease in income tax expense by $822,757 primarily resulted from the reduction in revenue and pre-tax income of our foreign subsidiaries in Hong Kong and Shanghai. We incurred a higher pre-tax book loss of $8,111,864 in 2018 compared to the pre-tax book loss of $718,719 in 2017. The higher pre-tax book loss was primarily attributable to lower total revenue earned in the current year, which was reduced by $4,426,965 from $12,922,388 in 2017 to $8,495,423 in 2018. The loss was also attributed to the exchange loss arising from the fluctuation of the exchange rate between RMB and the U.S. dollar, which was reduced by $2,473,983 from exchange gain of $1,136,817 in 2017 to loss of $1,337,166 in 2018. And the cost of revenue also increased about $1,331,478.

 

Our effective tax rates for the year ended December 31, 2018 and 2017 were 5.9% and (47.7)%, respectively. The effective tax rate was due to valuation allowance attributable to the NOL and deferred tax assets of our US, Hong Kong and Shanghai entities. In 2017, our effective tax rate was primarily impacted by the transition tax.

 

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Net Loss

 

As a result of our operations aforementioned, our net losses after income taxes for the years ended December 31, 2018 and 2017 were $7,631,963 and $1,061,575, respectively.

 

Foreign currency translation gain

 

We had a foreign currency translation gain for the year ended December 31, 2018 of $17,588, versus a gain of $763,279 for the year ended December 31, 2017, primarily due to the fluctuation of US dollar to Renminbi.

 

Comprehensive loss

 

As a result of the above, we posted a comprehensive loss of $7,614,375 and $298,296 for the years ended December 31, 2018 and 2017, respectively.

 

Liquidity and Capital Resources

 

The following tables set forth our consolidated statements of cash flow:

 

   For the Year Ended December 31 
   2018   2017 
Net cash (used in) provided by operating activities  $(23,035,965)  $1,215,260 
Net cash used in investing activities   (1,846,325)   (1,572,959)
Net cash provided by financing activities   928,293    1,000,000 
Effect of exchange rate change on cash and cash equivalents and restricted cash   (662,499)   1,359,584 
Net (decrease) increase in cash and cash equivalents and restricted cash   (24,616,496)   2,001,885 
Cash and cash equivalents and restricted cash, beginning balance   37,140,582    35,138,697 
Cash and cash equivalents and restricted cash, ending balance  $12,524,086   $37,140,582 

 

We adopted ASU 2016-18 on January 1, 2018. The adoption of this guidance results in an inclusion of our restricted cash balances within the overall cash and cash equivalent balance and removal of the changes in restricted cash activity. For comparative purpose, we applied this guidance for the statement of cash flows for the year end December 31, 2017 and included the restricted cash balances in the overall cash and cash equivalent.

 

Sources of Liquidity

  

The cash and restricted cash balance at December 31, 2018 was $12,524,086. Out of this amount, we had $53,037 denominated in U.S. dollars deposited in the financial institutions in United Stated, $695,329 denominated in HK$ in Hong Kong financial institutions, $2,512,382 and $760,841 denominated in U.S. dollars deposited in the financial institutions in Hong Kong and China respectively, and $8,502,497 denominated in RMB and deposited in financial institutions in Hong Kong and China. During the year ended December 31, 2018, net cash used in operating activities totaled $23,035,965. Net cash used in investing activities totaled $1,846,325. Net cash provided by financing activities totaled $928,293. The resulting change in cash for the period was a decrease of $24,616,496, which was primarily due to refund of customer deposits.

 

The cash and restricted cash balance at December 31, 2017 was $37,140,582. Out of this amount, we had $98,029 denominated in HK$ in Hong Kong financial institutions, $693,181 and $762,005 denominated in U.S. dollars deposited in financial institutions in Hong Kong and China respectively, and $35,587,367 denominated in RMB and deposited in financial institutions in Hong Kong and China. During the year ended December 31, 2017, net cash provided by operating activities totaled $1,215,260. Net cash used in investing activities totaled $1,572,959. Net cash provided by financing activities totaled $1,000,000. The resulting change in cash for the period was an increase of $2,001,885, which was primarily due to an increase in customer deposits received.

  

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As of December 31, 2018, the Company had $14,099,778 in total current liabilities, which included $641,692 in accrued expenses and other payables $8,995 in advance from customers, $4,549,202 in customers’ deposits, $2,499,500 in short-term borrowings from third parties, $6,385,288 in amount due to related party, and $15,101 in VAT payable.

 

As of December 31, 2017, the Company had $34,910,711 in total current liabilities, which included $1,461,858 in accrued expenses and other accruals, $25,273,617 in customers’ deposits, $7,208,761 in short-term borrowings from third parties, $483,822 in amount due to related party, $170,078 in advance from customers and $312,575 in tax payables. 

  

The Company’s total liabilities as of December 31, 2018 and 2017 amounted to $14,099,778 and $34,910,711, respectively.

 

The Company’s net assets amounted to $10,469,447 and $17,918,211 as of December 31, 2018 and 2017, respectively.

 

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The Company is aware of events or uncertainties which may affect its future liquidity because of capital controls in the PRC. The RMB is only currently convertible under the "current account," which includes dividends, trade and service-related foreign exchange transactions, but not under the "capital account," which includes foreign direct investment and loans, including loans we may secure from our onshore subsidiaries or variable interest entities. Currently, our PRC subsidiaries, which are wholly-foreign owned enterprises, may purchase foreign currency for settlement of "current account transactions," including payment of dividends to us, without the approval of the State Administration of Foreign Exchange (“SAFE”) by complying with certain procedural requirements. However, the relevant PRC governmental authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions. The existing and future restrictions on currency exchange may limit our ability to utilize revenue generated in Renminbi to fund our business activities outside of the PRC or pay dividends in foreign currencies to our shareholders, including holders of our shares of common stock. Foreign exchange transactions under the capital account remain subject to limitations and require approvals from, or registration with, SAFE and other relevant PRC governmental authorities. This could affect our ability to obtain foreign currency through debt or equity financing for our PRC subsidiaries.

  

Applicable PRC law permits payment of dividends to us by our operating subsidiaries in China only out of their net income, if any, determined in accordance with PRC accounting standards and regulations. Our operating subsidiaries in China are also required to set aside a portion of their net income, if any, each year to fund general reserves for appropriations until such reserves have reached 50% of the subsidiary's registered capital. These reserves are not distributable as cash dividends. In addition, registered share capital and capital reserve accounts are also restricted from withdrawal in the PRC, up to the amount of net assets held in each operating subsidiary. In contrast, there is no foreign exchange control or restrictions on capital flows into and out of Hong Kong. Hence, our Hong Kong operating subsidiary is able to transfer cash without any limitation to the U.S. under normal circumstances.

 

If our operating subsidiaries were to incur additional debt on their own behalf in the future, the instruments governing the debt may restrict the ability of our operating subsidiaries to transfer cash to our U.S. investors.

 

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Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support, and credit risk support or other benefits.

 

Future Financings

 

We may sell our common shares in order to fund our business growth. Issuances of additional shares will result in dilution to existing shareholders. There is no assurance that we will achieve sales of the equity securities or arrange for debt or other financing to fund our growth in case it is necessary, or if we are able to do so, there is no guarantee that existing shareholders will not be substantially diluted.

  

Critical Accounting Policies

 

We regularly evaluate the accounting policies and estimates that we use to make budgetary and financial statement assumptions. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management. The discussion of our critical accounting policies contained in Note 2 to our consolidated financial statements, “Summary of Significant Accounting Policies”, is incorporated herein by reference. 

 

Recent Accounting Pronouncements

 

The discussion of the recent accounting pronouncements contained in Note 2 to our consolidated financial statements, “Summary of Significant Accounting Policies”, is incorporated herein by reference.

 

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

 

Not applicable.

 

Item 8. Financial Statements and Supplementary Data.

 

INDEX TO FINANCIAL STATEMENTS

 

  Page
   
Report of Independent Registered Public Accounting Firm 60
   
Consolidated Balance Sheets at December 31, 2018 and 2017 61
   
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2018 and 2017 62
   
Consolidated Statements of Changes in Equity for the years ended December 31, 2018 and 2017 63
   
Consolidated Statements of Cash Flows for the years ended December 31, 2018 and 2017 64
   
Notes to Consolidated Financial Statements 65

 

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Report of Independent Registered Public Accounting Firm

 

To the Shareholders and Board of Directors of

Takung Art Co., Ltd.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Takung Art Co., Ltd. and Subsidiaries (the “Company”) as of December 31, 2018 and 2017, the related consolidated statements of operations and comprehensive loss, changes in equity and cash flows for each of the two years in the period ended December 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting 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.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Marcum Bernstein & Pinchuk LLP  

Marcum Bernstein & Pinchuk LLP

 

We have served as the Company’s auditor since 2016

 
   
Beijing, China  
April 15, 2019  

 

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TAKUNG ART CO., LTD AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Stated in U.S. Dollars except Number of Shares)

 

   December 31,   December 31, 
   2018   2017 
ASSETS          
Current assets          
Cash and cash equivalents  $7,974,884   $11,866,965 
Restricted cash   4,549,202    25,273,617 
Account receivables, net   568,757    2,291,698 
Prepayment and other current assets   955,249    2,300,207 
Amount due from a related party   5,907,789    - 
Loan receivables   2,391,350    7,834,115 
Total current assets   

22,347,231

    49,566,602 
           
Non-current assets          
Property and equipment, net   1,445,679    2,191,321 
Intangible assets   22,284    22,334 
Deferred tax assets, net   611,738    291,430 
Other non-current assets   142,293    757,235 
Total non-current assets   2,221,994    3,262,320 
Total assets  $

24,569,225

   $52,828,922 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
           
LIABILITIES          
Current liabilities          
Accrued expenses and other payables  $641,692   $1,461,858 
Customer deposits   4,549,202    25,273,617 
Advance from customers   8,995    170,078 
Short-term borrowings from third parties   2,499,500    7,208,761 
Amount due to a related party   6,385,288    483,822 
Tax payables   15,101    312,575 
Total current liabilities   14,099,778    34,910,711 
           
Total liabilities   

14,099,778

    34,910,711 
           
COMMITMENTS AND CONTINGENCIES          
           
SHAREHOLDERS’ EQUITY          
Common stock (1,000,000,000 shares authorized; $0.001 par value; 11,226,025 shares issued and outstanding as of December 31, 2018; 11,188,882 shares issued and outstanding as of December 31, 2017)   11,226    11,189 
Additional paid-in capital   6,281,790    6,116,216 
Retained earnings   4,479,133    12,111,096 
Accumulated other comprehensive loss   (302,702)   (320,290)
Total shareholders’ equity   10,469,447    17,918,211 
Total liabilities and shareholders’ equity  $24,569,225   $52,828,922 

 

The accompanying notes are an integral part of these consolidated financial statements.

  

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TAKUNG ART CO., LTD AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Stated in U.S. Dollars except Number of Shares)

 

   For the Year
Ended December 31,
   For the Year
Ended December 31,
 
   2018   2017 
         
Revenue          
Listing fee  $3,907,301   $5,572,840 
Commission   3,818,852    6,112,868 
Authorized agent subscription revenue   191,385    - 
Management fee   569,098    1,235,659 
Online art sales   8,409    - 
Annual fee   378    1,021 
Total revenue   8,495,423    12,922,388 
           
Cost of revenue   (2,578,764)   (1,247,286)
Gross profit   5,916,659    11,675,102 
           
Operating expenses          
General and administrative expenses   (11,324,469)   (12,111,075)
Selling expenses   (898,006)   (1,395,709)
Impairment loss   (352,669)   - 
Total operating expenses   (12,575,144)   (13,506,784)
           
Loss from operations   (6,658,485)   (1,831,682)
           
Other income and expenses:          
Other income   457,552    576,965 
Loan interest expense   (573,765)   (600,819)
Exchange (loss) gain   (1,337,166)   1,136,817 
Total other (loss) income   (1,453,379)   1,112,963 
           
Loss before income tax expense   (8,111,864)   (718,719)
           
Income taxes benefit (expense)   479,901    (342,856)
           
Net loss   (7,631,963)   (1,061,575)
           
Foreign currency translation adjustment   17,588    763,279 
           
Comprehensive Loss  $(7,614,375)  $(298,296)
           
Loss per common share – basic  $(0.68)  $(0.10)
Loss per common share – diluted  $(0.68)  $(0.10)
           
Weighted average number of common shares outstanding –basic   11,218,534    11,077,845 
Weighted average number of common shares outstanding –diluted   11,218,534    11,077,845 

 

The accompanying notes are an integral part of these consolidated financial statements.

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TAKUNG ART CO., LTD AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Stated in U.S. Dollars except Number of Shares)

 

   Number   Common   Additional
Paid-in
   Retained   Accumulated
other
comprehensive
    
   of shares   stock   capital   earnings   (loss) income  

Total

 
                         
Balance, December 31, 2016   11,169,276    11,169    5,532,426    13,172,671    (1,083,569)   17,632,697 
                               

Issuance of ordinary shares for restricted share award

   19,606    20    (20)   -    -    - 
                               
Share-based payment   -    -    46,000    -    -    46,000 
                               
Share-based compensation             537,810    -    -    537,810 
                               
Net loss for the Year   -    -    -    (1,061,575)   -    (1,061,575)
                               
Foreign currency translation adjustment   -    -    -    -    763,279    763,279 
                               
Balance, December 31, 2017   11,188,882    11,189    6,116,216    12,111,096    (320,290)   17,918,211 
                               

Issuance of ordinary shares for restricted share award

   37,143    37    41,118    -    -    41,155 
                               

Share-based compensation

   -    -    124,456    -    -    124,456 
                               
Net loss for the Year   -    -    -    (7,631,963)   -    (7,631,963)
                               
Foreign currency translation adjustment   -    -    -    -    17,588    17,588 
                               
Balance, December 31, 2018   11,226,025    11,226    6,281,790    4,479,133    (302,702)   10,469,447 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

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TAKUNG ART CO., LTD AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Stated in U.S. Dollars)

 

   For the Year   For the Year 
   Ended   Ended 
   December 31,   December 31, 
   2018   2017 
Cash flows from operating activities:          
Net loss  $(7,631,963)  $(1,061,575)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:          
Depreciation   895,267    742,272 
Interest expense   289,819    283,636 
Bad debt expense   377,497    2,076,159 
Changes in exchange rate   1,337,166    (1,105,458)
Share-based compensation   200,111    751,157 
Impairment loss   352,668    - 
Loss on fixed asset disposals   23,210    - 
Deferred taxes   (320,308)   (110,276)
Changes in operating assets and liabilities:          
Prepayment and other current assets   123,418    (2,056,243)
Other non-current assets   614,942    (328,471)
Account receivables   1,799,370    (1,309,289)
Amount due to related party   -    (622,392)
Customer deposits   (20,724,415)   3,530,257 
Tax payables   435,640    (237,322)

Advance from customers

   (161,083)   (190,170)
Accrued expenses and other payables   (647,304)   852,975 
Net cash (used in) provided by operating activities   (23,035,965)   1,215,260 
           
Cash flows from investing activities:          
Purchase of property and equipment   (579,948)   (814,455)
Purchase of available-for-sale investments   (89,877,440)   (76,810,709)
Maturity and redemption of available-for-sale investments   89,877,440    76,810,709 
Repayment of loans by third party   5,103,432    3,795,028 
Loans to related party   (6,369,809)   - 
Loans to third parties   -    (4,553,532)
Net cash used in investing activities   (1,846,325)   (1,572,959)
           
Cash flows from financing activities:          
Proceeds from short-term borrowings   -    1,000,000 
Proceeds from related party loans   6,369,589    - 
Repayment of loans to related party   (482,290)   - 
Repayment of loans to third parties   (4,959,006)   - 
Net cash provided by financing activities   928,293    1,000,000 
           
Effect of exchange rate change on cash and cash equivalents, and restricted cash   (662,499)   1,359,584 
           
Net (decrease) increase in cash and cash equivalents, and restricted cash   (24,616,496)   2,001,885 
           
Cash and cash equivalents, and restricted cash beginning balance   37,140,582    35,138,697 
           
Cash and cash equivalents, and restricted cash ending balance  $12,524,086   $37,140,582 
           
Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets          
Cash and cash equivalents   7,974,884    11,866,965 
Restricted cash    4,549,202    25,273,617 
Total cash, cash equivalents, and restricted cash  $12,524,086   $37,140,582 
           
Supplemental cash flows information:          
Cash paid for interest  $319,670   $526,411 
Cash paid for income tax  $271,105   $1,830,376 

  

The accompanying notes are an integral part of these consolidated financial statements.

 

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TAKUNG ART CO., LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Stated in U.S. Dollars except Number of Shares)

 

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Takung Art Co., Ltd and Subsidiaries (“Takung”), a Delaware corporation (formerly Cardigant Medical Inc.) through Hong Kong Takung Assets and Equity of Artworks Exchange Co., Ltd. (“Hong Kong Takung”), a Hong Kong company and our wholly owned subsidiary, operates an electronic online platform located at www.takungae.com for artists, art dealers and art investors to offer and trade in valuable artwork.

 

HongKong Takung Assets & Equity of Artworks Exchange Co., Ltd. (“Hong Kong Takung”) was incorporated in Hong Kong on September 17, 2012 and operates an electronic online platform for offering and trading artwork. For the period from September 17, 2012 (inception) to December 31, 2012, there was no operation except the issuance of shares for subscription receivable. We generate revenue from our services in connection with the offering and trading of artwork on our system, primarily consisting of listing fees, trading commissions, and management fees. We conduct our business primarily in Hong Kong, People’s Republic of China.

 

Takung (Shanghai) Co., Ltd (“Shanghai Takung”) is a limited liability company, with a registered capital of $1 million, located in the Shanghai Pilot Free Trade Zone. Shanghai Takung was incorporated on July 28, 2015. It is engaged in providing services to its parent company HongKong Takung Assets and Equity of Artworks Exchange Co. Ltd. ("Hong Kong Takung") by receiving deposits from and making payments to online artwork traders of Takung for and on behalf of Takung.

 

Shanghai Takung set up a new office in Hangzhou, PRC on November 20, 2016 for technology development.  Takung Cultural Development (Tianjin) Co., Ltd (“Tianjin Takung”) is a limited liability company, with a registered capital of $1 million located in Pilot Free Trade Zone. Tianjin Takung was incorporated on January 27, 2016.

 

Tianjin Takung provides technology development services to Hong Kong Takung and Shanghai Takung and also carries out marketing and promotion activities in mainland China.

 

 Hong Kong Takung Art Holdings Company Limited (“Takung Art Holdings”) was formed in Hong Kong on July 20, 2018 and operates as a holding company to control an online platform for offering, selling and trading whole piece of artwork.

 

Art Era Internet Technology (Tianjin) Co., Ltd (“Art Era”), formed in Tianjin on September 7, 2018, is a directly wholly owned subsidiary of Takung Art Holdings, and formed as a limited liability company with a registered capital of $2 million located in the Pilot Free Trade Zone in Tianjin. Art Era mainly focuses on developing our e-commerce platform for art.

 

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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The consolidated financial statements have been prepared in accordance with the generally accepted accounting principles in the United States ("U.S. GAAP").

 

This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s financial statements are expressed in U.S. dollars.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the amount of revenues and expenses during the reporting periods. Actual results could differ materially from those results.

 

Basis of Consolidation

 

The consolidated financial statements include the financial statements of the Company, and its subsidiaries, Hong Kong Takung, Shanghai Takung and Tianjin Takung. All intercompany transactions and balances have been eliminated on consolidation.

 

Fair Value Measurements

 

The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements.  ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

 

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

 

  · Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
  · Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
  · Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

There were no assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of December 31, 2018 and 2017.

  

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Comprehensive Income  (Loss)

 

The Company follows the provisions of the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 220 “Reporting Comprehensive Income”, and establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements. For the year ended December 31, 2018 and 2017, the Company’s comprehensive loss includes net loss and foreign currency translation adjustment.

 

Foreign Currency Translation and Transaction

 

The functional currency of Hong Kong Takung and Takung Art Holdings are the Hong Kong Dollar (“HKD”).

 

The functional currency of Tianjin Takung, Shanghai Takung and Art Era are the Renminbi (“RMB”).

 

The reporting currency of the Company is the United States Dollar (“USD”).

 

Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at the end of the reporting periods. Exchange differences arising on the settlement of monetary items and on re-translation of monetary items at period-end are included in income statement of the period.

 

For the purpose of presenting these financial statements, the Company’s assets and liabilities with functional currency of HKD are expressed in USD at the exchange rate on the balance sheet’s dates, which is 7.8305 and 7.8128 as of December 31, 2018 and December 31, 2017, respectively; shareholder’s equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rates during the year, which is 7.8376 and 7.7926 for the years ended December 31, 2018 and 2017, respectively. For Renminbi currency, the Company’s assets and liabilities are expressed in USD at the exchange rate on the balance sheet date, which is 6.8755 and 6.5063 as of December 31, 2018 and December 31, 2017 respectively. Shareholder’s equity accounts are translated at historical rates, and income and expense items are translated at the weighted average exchange rates during the year, which is 6.6090 and 6.7569 for the years ended December 31, 2018 and December 31, 2017.

 

The resulting translation adjustments are reported under accumulated other comprehensive loss in the shareholder’s equity section of the balance sheets.

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist of cash on hand, cash in bank with no restrictions, as well as highly liquid investments which are unrestricted as to withdrawal or use, and which have remaining maturities of three months or less when initially purchased. 

 

A significant portion of our cash and cash equivalents is denominated in RMB, and deposited in the financial institutions of China. Chinese governmental policies were introduced in 1996 to allow the convertibility of RMB denominated cash into foreign currencies for current account items, but conversion of RMB denominated cash into foreign exchange for most of the capital items, such as foreign direct investment, loans or securities, requires the approval of the State Administration of Foreign Exchange, or SAFE. These approvals, however, do not guarantee the availability of foreign currencies to fund our business activities outside China, or to repay non-RMB denominated obligations.

  

Restricted Cash

 

Restricted cash represents the cash deposited by the traders (“buyers and sellers”) into a specific bank account under Takung (“the broker’s account”) in order to facilitate the trading shares of the artwork. The buyers are required to have their funds transferred to the broker’s account before the trading take place. Upon the delivery of the shares, the seller will send instructions to the bank, requesting the amount to be transferred to their personal account. After deducting the commission and the management fee as per Takung, the bank will transfer the remainder to the seller’s personal account. Except for instructing the bank to deduct the commission and management fee, Takung has no right to manipulate any funds in the broker’s account except the Company statements of intention with regard to particular deposits.

 

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Short-term investments

 

Short term investments consist of held-to-maturity investments and available-for-sale investments.

 

The Company’s held-to-maturity investments consist of financial products purchased from banks, which are not allowed for the early withdrawal. The Company’s short term held-to-maturity investments are classified as short-term investments on the consolidated balance sheets based on their contractual maturity dates which are less than one year and are stated at their amortized costs.

 

Investments classified as available-for-sale investments are carried at their fair values and the unrealized gains or losses from the changes in fair values are reported net of tax in accumulated other comprehensive income until realized.

 

The Company reviews its investments for other-than-temporary impairment (“OTTI”) based on the specific identification method. The Company considers available quantitative and qualitative evidence in evaluating potential impairment of its investments. If the cost of an investment exceeds the investment’s fair value, the Company considers, among other factors, general market conditions, expected future performance of the investees, the duration and the extent to which the fair value of the investment is less than the cost, and the Company’s intent and ability to hold the investment. OTTI is recognized as a loss in the income statement.

 

As of December 31, 2018 and 2017, there were no short-term investment.

 

Accounts Receivables and Allowance for Doubtful Accounts

 

Accounts receivable are recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. We make estimates for the allowance for doubtful accounts based upon our assessment of various factors, including historical, experience, the age of the accounts receivable balances, credit quality of our customers, current economic conditions, and other factors that may affect customers' ability to pay.

 

Loan Receivables

 

Loan to third parties is presented under current asset of the balance sheets based on the nature and loan period of time.

 

Prepayment and Other Current Assets

 

Prepayment and other current assets mainly consist of the prepayment for, maintenance of online trading system, the advertising and promotional services, prepaid financial advisory and banking services, as well as other current assets.

 

Other Non-current Assets

 

A portion of the deposits, are presented under the non-current section of the balance sheets based on the nature of the amounts.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation and impairment losses. Gains or losses on dispositions of property and equipment are included in operating income or expense. Major additions, renewals and betterments are capitalized, while maintenance and repairs are expensed as incurred.

 

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Depreciation and amortization are provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placed in service.

 

We develop systems and solutions for solely internal use. Certain costs incurred in connection with developing or obtaining internal use software are capitalized. Unamortized capitalized costs are included in computer trading and clearing system, within property and equipment, net in the Consolidated Balance Sheets. Capitalized software costs are amortized on a straight-line basis over the estimated useful lives of the software of 5 years. Amortization of these costs is included in depreciation and amortization expense in the Consolidated Statements of Operations.

 

Estimated useful lives are as follows, taking into account the assets' estimated residual value:

 

Classification   Estimated
useful life
Furniture, fixtures and equipment   5 years
Leasehold improvements   Shorter of the remaining lease terms and the estimated 3 years
Computer trading and clearing system   5 years

 

Long-lived Assets

 

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. When these events occur, the Company assesses the recoverability of these long-lived assets by comparing the carrying amount of the assets to the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. If the future undiscounted cash flow is less than the carrying amount of the assets, the Company recognizes an impairment equal to the difference between the carrying amount and fair value of these assets.

 

Intangible Assets

 

Intangible assets represent the licensing cost for our trademark registration. For intangible assets with indefinite lives, the Company evaluates intangible assets for impairment at least annually and more often whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. For intangible assets with definite lives, they are amortized over estimated useful lives, and are reviewed annually for impairment. The Company has not recorded impairment of intangible assets as of December 31, 2018 and 2017.

 

Customer deposits

 

Customer deposits represent the cash deposited by the traders (“buyers and sellers”) into a specific bank account under Takung (“the broker’s account”) in order to facilitate the trading ownership units of the artwork. The buyers are required to have their funds transferred to the broker’s account before the trading take place.

 

Advance from customers

 

Advance from customers represent trading commissions one month in advance charge to the VIP traders. Starting from April 1, 2016, the Company charges a monthly commission to VIP traders, instead of charging per transaction.

 

Short-term borrowings from third parties

 

The Company obtained two short-term borrowings from third parties, both with 8% annual interest rate.

 

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Revenue Recognition

 

The Company generates revenue from its services in connection with the offering and trading of artwork on our system, primarily consisting of listing fees, trading commissions, and management fees.

 

Effective January 1, 2018, the Company adopted Topic 606 using modified retrospective approach applied to its contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are accounted for and presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with Topic 605.

 

We recognize revenue when control of the promised services is transferred to our traders and offering agents. Revenue is measured at the transaction price, which is based on the amount of consideration that the Company expects to receive in exchange for transferring the promised services to our traders and offering agents. Our revenue mainly falls into the following broad categories: (i) listing fees, (ii) trading commissions, (iii) management fees, (iv) authorized agent subscription fee, (v) annual fee, and (vi) online artwork sales. 

 

Listing fee

 

Using the output method, we recognize the listing fee revenue at a point when the ownership units of the artwork are listed and successfully traded on our system, based on the agreed percentage of the total offering price. This amount is collected from the money raised from the issuance of such units accounted as the listing fee revenue accordingly. When the ownership units of the artwork are listed and starts trading on our system, the original owner and/or the offering agent pays us a one-time offering fee and a listing deposit.

 

Commission fee revenue

 

We generate commission fee from non-VIP traders and selected traders. We measure the progress of performance obligations using the output method, as traders obtain the benefits of receiving access to making transactions on our trading platform.

 

For non-VIP traders, the commission revenue is calculated based on a percentage of transaction value of artworks, where we charge trading commissions for the purchase and sale of the ownership shares of the artworks. 

 

For selected traders, starting from April 1, 2016, we charge a predetermined monthly fee which allows unlimited trades for specific artworks. 

 

Commission rebate programs are offered to traders and service agents. We pay to existing traders and service agents a commission rebate at a predetermined referral rate of commission earned from the transactions of new traders referred by them. The commission rebate is recognized as a reduction of the commission revenue prior to January 1, 2018 under Topic 605. Starting from January 1, 2018, we account for the commission rebate as cost of revenue under Topic 606-10-32-26. Since this is a reclassification between revenue and cost of revenue, it would have no impact on the opening balance for the year beginning January 1, 2018. Commission rebates were $1,214,912 and 412,215 for the years ended December 31, 2018 and 2017, respectively.

 

The rebates are recognized in the same period the related revenue is recognized.

 

Management fee revenue

 

A custody and insurance service are provided for each individual artwork on a daily basis. The cost of custody and insurance for each unit of artwork is constant for all artworks. Using the cost-based input method, we charge traders a management fee to cover the costs of insurance, storage and transportation for an artwork and trading management of artwork units, which are calculated at $0.0013 (HK$0.01) per 100 artwork units daily. The management fee is accounted for as revenue, and immediately deducted from proceeds from the sale of artwork ownership shares when a transaction is completed. A discount program is offered to waive the management fee during certain promotion periods. Such discounts are recognized as a reduction of the revenue upon the completion of the transactions.

 

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Authorized agent subscription revenue

 

We charge an authorized agent subscription fee, which is an annual service fee paid by authorized agents to grant them the right to allow their network of artwork owners to list their artwork on our trading platform. This revenue is recognized ratably over the annual agreement period for each agent.

 

Annual fee revenue

 

We charge an up-front annual fee for providing traders with premium services, including in-depth information and tools on the trading platform. This revenue is recognized ratably over the service agreement period for each trader.

 

Online artwork sales

 

From the second quarter of 2018, we launched an offering of artwork and artwork related merchandise for sales on our online platform.

 

Sales of artwork: The sale of artwork consists of fees charged to third-party merchants that the Company provides access to the online platform for sales of their artworks, which are primarily paintings. The Company is not the primary obligor on these transactions, the Company does not bear the inventory risk, does not have the ability to establish prices, and does not provide any fulfillment services since the goods are shipped direct from third-party merchants to end customers. Upon successful sales on the Company's online platform, the Company charges the third-party merchants commission fees based on the agreed percentage of the total selling price. Commission fees are recognized on a net basis when the artwork sales order is completed. 

 

Sales of artwork related merchandise: The Company also offers its own artwork related merchandise through its online platform. Revenue is recognized when control of the goods is transferred to the customer, which generally occurs upon our delivery to the carrier or the customer.

 

For comparative purpose, we adjusted the revenue and cost of revenue for year ended December 31, 2017 as if retrospectively adopted ASC 606.

 

The following tables identify the disaggregation of our revenue for the years ended December 31, 2018 and 2017, respectively:

 

   Year ended
December 31,
 
   2018   2017 
         
       As previously
reported
   Adjustments   Adjusted 
Listing fee revenue  $3,907,301   $5,572,840   $-   $5,572,840 
Commission   3,818,852    6,112,868    412,215    6,525,083 
Management fee revenue   569,098    1,235,659    -    1,235,659 
Annual fee revenue   378    1,021    -    1,021 
Authorized agent subscription revenue   191,385    -    -    - 
Online artwork sales   8,409    -    -    - 
Total  $8,495,423   $12,922,388   $412,215-   $13,334,603 

 

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Revenue by customer type

 

The following table presents our revenue by customer type:

 

   December 31, 
   2018   2017 
Artwork owners  $3,907,301   $5,572,840 
Non - VIP  traders   2,324,441    1,116,719 
VIP  traders   2,063,887    6,232,829 
Authorized agents   191,385    - 
Online artwork sales   8,409    - 
Total  $8,495,423   $12,922,388 

 

Cost of revenue

 

These costs of revenue primarily included the following: commission rebate to service agent, depreciation, internet service charge, artwork insurance and artwork storage:

 

   December 31,
2018
   December 31,
2017
 
                 
       As previously
reported
   Adjustments   Adjusted 

Commission rebate to service agents

  $1,214,912   $-   $412,215   $412,215 
Depreciation   632,440    550,467         550,467 
Internet service charge   396,254    455,361         455,361 
Artwork insurance   220,089    170,816         170,816 
Artwork storage   110,070    68,713         68,713 
Others   4,999    1,929         1,929 
Total  $2,578,764   $1,247,286   $412,215   $1,659,501 

  

The Company has elected to apply the practical expedient in paragraph ASC 606-10-50-14 and does not disclose information about remaining performance obligations that have original expected durations of one year or less.

 

We do not have amounts of contract assets that the Company has right to consideration in exchange for services that the Company has transferred to customers when that right is conditioned on something other than the passage of time. Our contract liabilities are the Company’s obligation to transfer services to traders for which the Company has received consideration from the traders. All contract liabilities are expected to be recognized as revenue within one month and are presented in Advance from Customers in our Condensed Consolidated Balance Sheet. 

 

Cost of Revenue

 

Our cost of revenue consists primarily of expenses associated with the delivery of our service. These include expenses related to the operation of our data centers, such as facility and lease of the server equipment, development and maintenance of our platform system, as well as the cost of insurance, storage and transportation of the artworks. As discussed above, cost of revenue includes commission rebate to service agent beginning January 1, 2018 under the adoption of ASC Topic 606.

 

Income Taxes

 

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

 

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Under ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The evaluation of a tax position is a two-step process. The first step is to determine whether it is more-likely-than-not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigations based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the year incurred. GAAP also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosures and transition.

 

On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted by the U.S. government which included a wide range of tax reform affecting businesses including the corporate tax rates, international tax provisions, tax credits and deduction with majority of the tax provision effective after December 31, 2017.

 

Certain activities conducted in foreign jurisdictions may result in the imposition of U.S. corporate income taxes on Takung when its subsidiaries, controlled foreign corporations (“CFCs”), generate income that is subject to Subpart F or GILTI under the U.S. Internal Revenue Code beginning after December 31, 2017.

 

The Company did not accrue any liability, interest or penalties related to uncertain tax positions in our provision for income taxes line of our consolidated statements of operations for the year ended December 31, 2018 and 2017. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

 

Earnings per share

 

Basic earnings per share is computed by dividing net income/(loss) by the weighted-average number of common shares outstanding during the year. Diluted earnings per share is computed by dividing net income/(loss) by the weighted-average number of common shares and dilutive potential common shares outstanding during the year.

 

Concentration of Risks

 

Concentration of credit risk

 

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, account receivables. The carrying values of the financial instruments approximate their fair values due to their short-term maturities. The Company places its cash and cash equivalents and restricted cash with financial institutions with high-credit ratings and quality. Account receivables primarily comprise of amounts receivable from the trader customers. With respect to the prepayment to service suppliers, the Company performs on-going credit evaluations of the financial condition of these suppliers. The Company establishes an allowance for doubtful accounts based upon estimates, factors surrounding the credit risk of specific service providers and other information.

 

Concentration of customers

 

There are no revenues from customers that individually represent greater than 10% of the total revenues during the year ended December 31, 2018 and 2017.

 

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Recent Accounting Pronouncements

 

Recently Adopted Accounting Standards

 

Adoption of ASC Topic 606, “Revenue from Contracts with Customers”

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Topic 606, which supersedes the revenue recognition requirements in Topic 605. We adopted Topic 606 as of January 1, 2018 using the modified retrospective transition method applied to those contracts which were not completed as of January 1, 2018. See Note 2 “Revenue Recognition” above for further details.

 

Statement of Cash Flows:  In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash” (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This update is effective in fiscal years, including interim periods, beginning after December 15, 2017 and early adoption is permitted. The adoption of this guidance will result in the inclusion of the restricted cash balances within the overall cash balance and removal of the changes in restricted cash activity, as a result, the Company no longer presents transfers between cash and cash equivalents and restricted cash in the statement of cash flows. Furthermore, an additional reconciliation will be required to reconcile Cash, cash equivalents, and restricted cash reported within the Consolidated Balance Sheets to sum to the total shown in the Consolidated Statement of Cash Flows. The Company has already disclosed the restricted cash separately on its Consolidated Statements of Financial Position. Beginning the first quarter of 2018, the Company has adopted and included the restricted cash balances on the Consolidated Statement of Cash Flows and reconciliation of Cash, cash equivalent, and restricted cash within its Consolidated Statements of Financial Positions that sum to the total of the same such amounts shown in Consolidated Statement of Cash Flows. This guidance has been applied retrospectively to the Consolidated Statement of Cash Flows for the year ended December 31, 2017 which required the Company to recast each prior reporting period presented. As a result, the Company no longer discloses transfers between cash and restricted cash in the consolidated cash flow statements.

  

Accounting Pronouncements Issued But Not Yet Adopted

 

Financial Instruments - Credit Losses: In June 2017, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements. ASU 2017-13 is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is allowed as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is still evaluating the impact of this standard on the Company’s consolidated financial statements and related disclosures.

 

Codification Improvements: In July 2018, the FASB issued ASU No. 2018-09, Codification Improvements . This amendment makes changes to a variety of topics to clarify, correct errors in, or make minor improvements to the Accounting Standards Codification. The majority of the amendments in ASU 2018-09 are effective for periods beginning after December 15, 2018. The Company is currently evaluating this guidance and the impact it may have on the Company's consolidated financial statements.

 

Leases: In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets as right-of-use assets and lease liabilities, as well as making targeted changes to lessor accounting. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Leases with a term of 12 months or less will be accounted for similar to the previous guidance for operating leases. The standard requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief. In January 2018, the FASB issued ASU No. 2018-01, Leases (Topic 842), Land Easement Practical Expedient for Transition to Topic 842, which provides further transition relief by including an option to not evaluate land easements that exist or have expired prior to the date of adoption of Topic 842 and that were not previously accounted for as leases under Topic 840.  In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which includes amendments that affect narrow aspects of the guidance issued in ASU No. 2016-02, and ASU No. 2018-11, Leases (Topic 842), Targeted Improvements, which gives entities another option for transition and provides lessors with a practical expedient. Under ASU No. 2018-11, entities are provided an additional (and optional) transition method, which the Company elected, to adopt Topic 842 by recognizing a cumulative-effect adjustment to the opening balance of retained earnings for the effects of initially applying Topic 842 in the period of adoption. Consequently, an entity’s reporting for periods presented prior to adoption of the new lease requirements in the consolidated financial statements would continue in accordance with current GAAP, Leases (Topic 840), including disclosures. In December 2018, the FASB issued ASU No. 2018-20, Leases (Topic 842), Narrow-Scope Improvements for Lessors, which clarifies the accounting by lessors for taxes collected from lessees, certain lessor costs either paid by lessees directly to third parties or paid by the lessor and reimbursed by the lessee, and variable payments received by lessors for contracts with lease and non-lease components. The standard is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted.

 

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We adopted the new standard effective January 1, 2019 on a modified retrospective basis and will not restate comparative periods. We will elect the package of practical expedients permitted under the transition guidance, which allows us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. We will also elect to combine lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. We estimate approximately $495,432 would be recognized as total right-of-use assets and total lease liabilities on our consolidated balance sheet as of January 1, 2019.

 

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows.

 

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3. PREPAYMENT AND OTHER CURRENT ASSETS

 

Prepayment and other current assets mainly consist of the short-term borrowing to the third party and the prepaid services for maintenance of online trading system, the advertising and promotional services, prepaid financial advisory and banking services, as well as other current assets.

   

   December 31,
2018
   December 31,
2017
 
         
Prepaid tax  $399,026   $1,132,140 
Deposit   241,827    14,471 
Prepaid service fees   140,934    489,424 
Short-term borrowings to third party   -    461,092 
Staff advance   93,676    52,124 
Prepaid repair and maintenance   1,201    46,733 
Other current assets   78,585    104,223 
Prepayment and other current assets  $955,249   $2,300,207 

  

4. ACCOUNT RECEIVABLES, NET

 

Account receivables consisted of the following:

 

    December 31,
2018
    December 31, 
2017
 
             
Listing fee   $ 568,757     $ 2,259,671  
Authorized agent subscription revenue     557,837       559,101  
Monthly commission fee     1,378,148       1,463,243  
Others     53,626       80,473  
Less: allowance for doubtful accounts     (1,989,611)       (2,070,790)  
Account receivables, net   $ 568,757     $ 2,291,698  

  

As of December 31, 2018 and 2017, the Company recorded provision for doubtful accounts of $1,989,611 and $2,070,790, respectively. During the year ended December 31, 2018, the Company recovered the provision for doubtful accounts approximately $76,429.

 

5. LOAN RECEIVABLES

 

The following table sets forth a summary of the loan agreements in loan receivables balance:

 

Date  Borrower  Lender  Original
Amount
(RMB)
   Outstanding
Balance
(RMB)
   Amount in
Reporting Currency
(USD)
   Annual 
Interest Rate
   Repayment
Due Date
4/4/2017  Xiaohui Wang  Tianjin Takung   22,921,725    9,821,725   $1,428,510    0%  12/31/2018
12/15/2017  Xiaohui Wang  Tianjin Takung   3,310,000    3,310,000   $481,420    0%  12/14/2018
12/19/2017  Xiaohui Wang  Tianjin Takung   3,310,000    3,310,000   $481,420    0%  12/18/2018
          Total        $2,391,350         

 

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All the transactions were aimed to meet the Company’s working capital needs in U.S. Dollars, which are freely convertible to Hong Kong Dollar.

    

The interest-free loans (the “RMB Loans”) entered into by Tianjin Takung were guaranteed by Chongqing Wintus (New Star) Enterprises Group (“Chongqing”). Xiaohui Wang (“Ms. Wang”) is a citizen of the People’s Republic of China. Ms. Wang is a shareholder and the legal representative of Chongqing. Both Chongqing and Ms. Wang are non-related parties to the Company. Ms. Wang repaid the loan balance, $1,316,268 (RMB 9,050,000) on January 31, 2019 and $1,075,082 (RMB 7,391,725) on February 14, 2019. 

 

  Hong Kong Takung entered into loan agreements (the “U.S. Dollar Loans”) with Merit Crown Limited, a Hong Kong company (“Merit Crown”) with interest accruing at a rate of 8% per annum (See Note 8). Merit Crown is a non-related party to the Company.

  

Through an understanding between Ms. Wang and Merit Crown, the U.S. Dollar Loans are “secured” by the RMB Loans. It is the understanding between the parties that the U.S. Dollar Loans and the RMB Loans will be repaid simultaneously.  

 

6. PROPERTY AND EQUIPMENT, NET

 

Property and equipment consisted of the following:

 

   December 31,
2018
   December 31, 
2017
 
         
Furniture, fixtures and equipment  $156,656   $167,651 
Leasehold improvements   447,048    426,138 
Computer trading and clearing system   3,382,168    3,287,383 
Construction in progress   -    198,461 
Transport equipment   104,628    - 
Sub-total   4,090,500    4,079,633 
Less: accumulated depreciation   (2,644,821)   (1,888,312)
 Property and equipment, net  $1,445,679   $2,191,321 

 

Depreciation expense was $895,267 and $742,272 for the year ended December 31, 2018 and 2017, respectively.

 

Due to the close of Hangzhou branch office during the third quarter of 2018, the technology developments were downsized and the software projects were halted, the Company has impaired the unamortized portion of capitalized costs incurred in connection with developing or obtaining internal use software, as well as those software and hardware used in E-commerce business, which were included in computer and trading system, in amount of $352,669, as the Company deemed that no sufficient future economic benefits would be generate from these assets The amounts were charged to impairment loss under operating expenses for the year ended December 31, 2018.

 

7. INTANGIBLE ASSETS

 

Intangible assets consist of the Company’s trademarks with indefinite useful life. The intangible asset was $22,284 and $22,334 as of December 31, 2018 and 2017, respectively.

 

8. OTHER NON-CURRENT ASSETS

 

Other non-current assets as of December 31, 2018 and 2017 consisted of:

 

   December 31,
2018
   December 31,
2017
 
         
Deposit – non-current  $57,965   $316,273 
Prepayment – non-currents   84,328    440,962 
Total other non-current assets  $142,293   $757,235 

 

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9. ACCRUED EXPENSES AND OTHER PAYABLES

 

Accrued expenses and other payables as of December 31, 2018 and 2017 consisted of:

 

   December 31,   December 31, 
   2018   2017 
         
Accruals for consulting  fees  $264,793   $265,393 
Payroll payables   104,437    827,246 
Trading and clearing system   86,208    52,564 
Accruals for professional fees   49,518    192,067 
Other payables   136,736    124,588 
Total accrued expenses and other payables  $

641,692

   $1,461,858 

  

10. SHORT-TERM BORROWINGS FROM THIRD PARTIES

 

The following table sets forth a summary of the loan agreements in short-term borrowing balances:

 

Date  Borrower  Lender  December
31, 
2018
(USD)
   December
31,
2017
(USD)
   Annual
Interest
Rate
   Repayment 
Due Date
                      
7/15/2016  Hong Kong Takung  Merit Crown Limited  $-   $1,500,000    8%  12/31/2018
8/24/2016  Hong Kong Takung  Merit Crown Limited  $1,499,500   $1,999,500    8%  12/31/2018
11/18/2016  Hong Kong Takung  Merit Crown Limited  $-   $1,480,000    8%  10/31/2018
12/9/2016  Hong Kong Takung  Merit Crown Limited  $-   $1,520,000    8%  11/30/2018
12/19/2017  Hong Kong Takung  Merit Crown Limited  $500,000   $500,000    8%  12/18/2018
12/22/2017  Hong Kong Takung  Merit Crown Limited  $500,000   $500,000    8%  12/21/2018
   Less: Discount loan payable     $-   $(290,739)        
                         
      Total  $2,499,500   $7,208,761         

 

The U.S. Dollar Loans are to provide Hong Kong Takung with sufficient U.S. Dollar-denominated currency to meet its working capital requirements. It is “secured” by the aforementioned RMB Loans (See Note 5) of equivalent amount by its subsidiary to an individual and guarantor affiliated with the lender of the U.S. Dollar Loans. It is the understanding between the parties that the U.S. Dollar Loans and the RMB Loans will be repaid simultaneously.

 

On July 4, 2018, July 20, 2018 and November 30, 2018, Hong Kong Takung repaid $2,000,000, $1,480,000 and $1,520,000 to Merit Crown, respectively, The remaining balance, $2,499,500 was repaid to Merit Crown Limited on January 2, 2019.

 

Meanwhile, during the year ended December 31, 2018, Chongqing repaid RMB 10,062,400 (equals to US$1,520,000), RMB13,100,000 (equals to US$2,000,000), RMB9,827,200 (equals to US$1,480,000) and RMB 1,539,780 (approximately US$223,952) to Shanghai Takung and Tianjin Takung, respectively.

 

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The weighted average interest rate of outstanding short-term borrowings was 8% per annum as of December 31, 2018 and 2017. The fair values of the short-term borrowings approximate their carrying amounts. The interest expenses for short-term borrowings were $569,556 and $524,638 for the year ended December 31, 2018 and 2017, respectively. The weighted average short-term borrowing was $2,499,500 and $6,315,799 for the year ended December 31, 2018 and 2017, respectively.

 

The US Dollar Loans are to provide Hong Kong Takung with sufficient US Dollar-denominated currency to meet its working capital requirements. It is “secured” by the aforementioned RMB Loans (See Note 5) of equivalent amount by its subsidiary to an individual and guarantor affiliated with the lender of the US Dollar Loans. It is the understanding between the parties that when the US Dollar Loans are repaid, the RMB Loans will similarly be repaid.

 

The whole U.S. Dollar Loans of $2,499,500 was subsequently settled on January 2, 2019.

 

11. RELATED PARTY BALANCES AND TRANSACTIONS

 

The following is a list of director and related parties to which the Company has transactions with:

 

(a) Jianping Mao (“Mao”), the wife of the Vice General Manager of Hong Kong Takung.

 

(b) Liu Zhenying (“Liu”), the Vice President of Hong Kong Takung. Liu resigned from the Company on September 30, 2018.

 

(c) Wang Song (“Wang”), the General Manager of Tianjin Takung and Shanghai Takung, and Director of Hong Kong Takung, Tianjin Takung and Shanghai Takung.

 

(d) Xiao Di (“Xiao”), Former Chief Executive Officer who resigned from this on November 19, 2018. Xiao remained as the Director of Takung Art Holdings.

 

Amount due from a related party

 

Amount due from a related party consisted of the following as of the years indicated:

 

   December 31,
2018
   December 31,
2017
 
         
Wang (c)  $5,907,789   $   - 
Total   5,907,789    - 

 

Amount due to related party

 

Amount due to related party consisted of the following as of the years indicated:

 

   December 31,
2018
   December 31,
2017
 
         
Mao (a)  $-   $483,822 
Wang (c)   6,385,288      
Total   6,385,288    483,822 

 

Related party transactions

 

The expenses incurred to the related parties consisted of the following for the years indicated:

 

    December 31,
2018
    December 31,
2017
 
             
Mao (a) – interest expenses   $ 4,209     $ 76,181  
Xiao (d) – consulting fee expenses     278,146       -  
Total   $ 282,355     $ 76,181  

 

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The Company fully repaid the amount due to Jianping Mao on March 13, 2018.

 

On May 16, 2018, Hong Kong Takung entered into an interest-free loan agreement (the "HK Dollar Loan") with Liu that was transferred to Wang on October 18, 2018 for the loan of $6,385,288 (HK$50,000,000) to Hong Kong Takung. The purpose of the loan is to provide Hong Kong Takung with sufficient Hong Kong Dollar-denominated currency to meet its working capital requirements. The maturity date of the loan is May 15, 2019.

 

In the meantime, Tianjin Takung entered into an interest-free loan agreement (the "RMB Loan") with Liu that was transferred to Wang on October 18, 2018 for the loan of $5,907,789 (RMB40,619,000) to Wang. The maturity date of the loan is May 15, 2019.

 

Through an understanding between Wang and the Company, the HK Dollar Loan is "secured" by the RMB Loan. It is the understanding between the parties that the HK Dollar Loan and the RMB Loan will be repaid simultaneously.

 

During the year ended December 31, 2018, the Company has engaged Xiao for consulting services, and accrued service fee of $278,146.

 

12. INCOME TAXES

 

Takung was incorporated in the State of Delaware and is therefore subject to United States income tax. Hong Kong Takung and Takung Art Holdings were incorporated in Hong Kong S.A.R. People’s Republic of China and is subject to Hong Kong profits tax. Shanghai Takung and Tianjin Takung and Art Era are PRC corporations and are subject to enterprise taxes in the PRC.

 

United States of America

 

Tax Cuts and Jobs Act Enacted in 2017

 

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the "Tax Act"). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate income tax rate from 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal corporate income taxes on dividends from foreign subsidiaries; (4) providing modification to subpart F provisions and new taxes on certain foreign earnings such as Global Intangible Low-Taxed Income (GILTI). Except for the one-time transition tax, most of these provisions go into effect starting January 1, 2018.

 

On December 22, 2017, Staff Accounting Bulletin No. 118 ("SAB118") was issued to provide guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. The Company has completed the assessment of the income tax effect of the Tax Act and there were no adjustments recorded to the provisional amounts.

 

The Deemed Repatriation Transition Tax ("Transition Tax") is a tax on unrepatriated earnings of our foreign subsidiaries. To determine the amount of the Transition Tax, the Company must determine, in addition to other factors, the amount of post-1986 undistributed earnings and profits (E&P) of its foreign subsidiaries, as well as the amount of foreign income taxes paid on such earnings and profits. The portion of earnings and profits comprised of cash and liquid assets is taxed at a rate of 15.5 percent and any remaining amount of earnings and profits from non-liquid assets is taxed at a rate of 8 percent. Based on the post 1986 untaxed accumulated earnings of $17.5 million, the Company included $9.9 million toll-charge income, which was fully offset by the current year loss, available federal NOL carryforwards and foreign tax credits. As a result, there was no incremental income tax expense in connection to the toll-charge.

 

The Global Intangible Low-taxed Income (GILTI) is a new provision introduced by the Tax Cuts and Jobs Act. U.S. shareholders, who are domestic corporations, of controlled foreign corporations (CFCs) are eligible for up to an 80% deemed paid foreign tax credit (FTC) and a 50% deduction of the current year inclusion with the full amount of the Section 78 gross-up subject to limitation. This new provision is effective for tax years of foreign corporations beginning after December 31, 2017. The Company has evaluated whether it has additional provision amount resulted by the GILTI inclusion on current earnings and profits of its foreign controlled corporations. The Company has made an accounting policy choice of treating taxes due on future U.S. inclusions in taxable amount related to GILTI as a current period expense when incurred. As of December 31, 2018, the Company does not have any aggregated positive tested income; and as such, does not have additional provision amount recorded for GILTI tax.

 

As of December 31, 2018 and 2017, the Company in the United States had $1,332,438 and $250,590 in net operating loss carry forwards available to offset future taxable income, respectively. Net operating loss generated from the tax year 2018. These net operating loss will be carryforward indefinitely under the Tax Act.

 

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As of December 31, 2017, the Company has re-measured its deferred taxes with new tax rate of 21% according to the Tax Act. This re-measurement has resulted in a reduction in net deferred tax assets totaling $46,327.

 

Hong Kong

 

Two-tier Profits Tax Rates

 

The two-tier profits tax rates system was introduced under the Inland Revenue (Amendment)(No.3) Ordinance 2018 (“the Ordinance”) of Hong Kong became effective for the assessment year 2018/2019. Under the two-tier profit tax rates regime, the profits tax rate for the first HKD 2 million (approximately $255,180) of assessable profits of a corporation will be subject to the lowered tax rate, 8.25% while the remaining assessable profits will be subject to the legacy tax rate, 16.5%. The Ordinance only allows one entity within a group of “connected entities” is eligible for the two-tier tax rate benefit. An entity is a connected entity of another entity if (1) one of them has control over the other; (2) both of them are under the control (more than 50% of the issued share capital) of the same entity; (3) in the case of the first entity being a natural person carrying on a sole proprietorship business-the other entity is the same person carrying on another sole proprietorship business. Since Hong Kong Takung and Takung Art Holdings are wholly owned and under the control of Takung U.S, both entities are connected entities. Under the Ordinance, it is an entity’s election to nominate the entity that will be subject to the two-tier profits tax rates on its Profits Tax Return. The election is irrevocable. We elected Hong Kong Takung to be subject to the two-tier profits tax rates.

 

The provision for current income and deferred taxes of the Hong Kong Takung has been calculated by applying the new tax rate, 8.25% and original tax rate of 16.5% for the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018, Hong Kong Takung re-measured its deferred taxes with new tax rate of 8.25% according to the Ordinance. Takung Art Holdings still applies the original tax rate of 16.5% for its provision for current income and deferred taxes. As of December 31, 2018 and 2017, our subsidiaries in Hong Kong had $5,501,087 and nil in net operating loss carry forwards available to offset future taxable income, respectively. These net operating loss will be carryforward indefinitely under Hong Kong Profits Tax regulation.

 

PRC

 

In accordance with the relevant tax laws and regulations of the PRC, a company registered in the PRC is subject to income taxes within the PRC at the applicable tax rate on taxable income. All the PRC subsidiaries that are not entitled to any tax holiday were subject to income tax at a rate of 25% for the year ended December 31, 2018 and 2017. As of December 31, 2018 and 2017, the Company in PRC had $760,660 and $540,913 in net operating loss carryforwards available to offset future taxable income, respectively. According to PRC tax regulations, the PRC net operating loss can generally carry forward for no longer than five years starting from the year subsequent to the year in which the loss was incurred. Carryback of losses is not permitted. If not utilized, the PRC net operating loss of $488,231, $21,871 and $250,557 will expire in 2021, 2022 and 2023, respectively.

 

The income tax (benefit) expense was $(479,901) and $342,856 for the year ended December 31, 2018 and 2017, respectively, related primarily to our subsidiaries located outside of the U.S. Our income (loss) before provision for income taxes for the years ended December 31, 2018 and 2017 was as follows:

 

The income tax provision consists of the following components:

 

   December 31,
2018
   December 31,
2017
 
Current:          
Federal  $-   $- 
State   -    - 
Foreign   (145,910)   435,551 
Total Current  $(145,910)  $435,551 
           
Deferred:          
Federal  $37,398   $(37,398)
State   -    - 
Foreign   (371,389)   (55,297)
Total Deferred  $(333,991)  $(92,695)
Total provision for income taxes  $(479,901)   342,856 

 

A reconciliation between the Company’s actual provision for income taxes and the provision at the Hong Kong statutory rate is as follow:

 

   December 31,
2018
   December 31,
2017
 
Loss before income tax expense    $(8,111,864)  $(718,719)
Computed tax benefit with statutory tax rate   (1,338,456)   (118,588)
Impact of different tax rates in other jurisdictions   207,524   (255,701)
Tax effect of non-deductible expenses   188,538    281,867 
Toll-charge from the Tax Act   -    3,006,508 
Foreign tax credits   -    (1,615,515)
Changes in valuation allowance   505,433    (909,388)
Previous years unrecognized tax effects   (42,940)   - 
Tax Act U.S. federal rate change   -    (46,327)
Total Provision for Income Taxes  $(479,901)  $342,856 

 

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The toll-charge of $9.9 million from the Tax Act subject to taxable income, was fully offset by the current year loss, available federal NOL carryforwards and foreign tax credits. As a result, there was no provisional transition tax accrued as of December 31, 2017.

 

The effective tax rate was 5.9% and (47.7%) for the years ended December 31, 2018 and 2017, respectively.

 

The approximate tax effects of temporary differences, which give rise to the deferred tax assets and liabilities, are as follows:

 

   As of
December 31,
   As of 
December 31,
 
   2018   2017 
Deferred tax assets          
Tax loss carried forward  $997,880   $187,826 
Unvested restricted share carried forward   7,721    37,398 
Deferred advertising expenses   55,921    157,262 
Provision for doubtful accounts   109,083    - 
Others   465    518 
Total deferred tax assets   1,171,070    383,004 
Less: valuation allowance   (553,442)   (52,624)
Total Deferred tax assets, net of valuation allowance   617,628    330,380 
Deferred tax liabilities          
PPE, due to difference in depreciation   (5,890)   (38,950)
Total Deferred tax liabilities  $(5,890)  $(38,950)
Deferred tax assets, net of valuation allowance and deferred tax liabilities   611,738    291,430 

 

Valuation Allowance

 

During the fiscal year ended December 31, 2017, the company recognized a valuation allowance release of $0.9 million as the company were able to utilize the federal net operating loss to offset the toll-charge income.

 

The management determines it is more likely than not that part of deferred tax assets could not be utilized, so allowance was provided as of December 31, 2018 and 2017. The net valuation allowance increased by approximately $0.5 million and decreased by approximately $0.9 million during the years ended December 31, 2018 and 2017, respectively

 

The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses no longer exist and additional weight is given to other evidences such as the Company’s projections of growth.

  

13. COMMITMENTS AND CONTINGENCIES

 

Capital Commitments

 

The Company purchased property, plant and equipment which the payment was due within one year. As of December 31, 2018 and 2017, the Company has capital commitments of $53,920 and $162,021, respectively.

 

The total future minimum lease payments under the non-cancellable operating lease with respect to the office and the dormitory as of December 31, 2018 are payable as follows:

 

Operating Lease Commitments

 

Year ending December 31, 2019  $396,243 
      
Year ending December 31, 2020   230,683 
      
Year ending December 31, 2021   14,737 
      
Year ending December 31, 2022   14,737 
      
Year ending December 31, 2023 and thereafter   37,457 
      
Total  $693,857 

 

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Rental expense of the Company was $1,059,083 and $1,004,494 for the year ended December 31, 2018 and 2017, respectively.

 

14. EARNINGS PER SHARE

 

Basic earnings per share is computed by dividing net income/(loss) by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares and dilutive potential common shares outstanding during the period.

 

   Year ended
December 31, 2018
   Year ended
December 31, 2017
 
         
Numerator:          
Net loss  $(7,631,963)  $(1,061,575)
Denominator:          
Weighted-average shares outstanding-Basic   11,218,534    11,077,845 
Stock options and restricted shares   -    - 
Weighted-average shares outstanding-Diluted   11,218,534    11,077,845 
           
Earnings per share          
-Basic   (0.68)   (0.10)
-Diluted   (0.68)   (0.10)

 

Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.

 

Due to the loss from continued operations for the year ended December 31, 2017, approximately 418,760 and 33,809 options and restricted shares, respectively, were excluded from the calculation of diluted net loss per share.

 

Due to the loss from continued operations for the year ended December 31, 2018, approximately 254,238 and 22,438 options and restricted shares, respectively, were excluded from the calculation of diluted net loss per share.

 

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15. SHAREHOLDERS’ EQUITY

 

On August 26, 2015, the 2015 Incentive Share Plan (“2015 Plan”) was approved by the Board of Directors for rewarding the Company’s directors, executives and selected employees and consultants for making major contributions to the success of the Company. 1,037,000 shares were registered on August 27, 2015.

  

On November 20, 2015, we entered into a Consulting Agreement with Regeneration for the provision of certain consulting and advisory services, including without limitation, assisting in the preparation of Company financial projections, business plans, executive summaries and website, and recruiting qualified directors and officers. In consideration for providing such services, the Company issued to Regeneration the Compensation Shares which are placed in an escrow account maintained with the Company’s attorneys until either (i) the Company has successfully listed its securities on the NASDAQ or other U.S. securities exchange on or before March 31, 2017, whereupon the Compensation Shares shall be forthwith delivered to Regeneration or (ii) if the Company is unsuccessful in listing its securities on the NASDAQ or other U.S. securities exchange on or before March 31, 2017, the Compensation Shares shall be returned to the Company for cancellation. Regeneration shall be entitled to “piggy-back” registration rights with respect to the Compensation Shares. The Compensation Shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act. Pursuant to ASC 505-50-30, this transaction was measured based on the fair value of the equity instruments issued as the Company determined that the fair value of the equity instruments issued in a share-based payment transaction with nonemployees was more reliably measurable than the fair value of the consideration received. The Company measured the fair value of the equity instruments in these transactions using the share price and other measurement assumptions on the date at which Regeneration’s commitment for performance is reached. The Company recognized (as appropriate relative to the periods and manner that Company would recognize cash payments under the same arrangement) the cost of the appropriate number of the 487,000 shares at the current fair value as of November 20, 2015, and subsequently each financial reporting date until Regeneration has completed its performance. The stock-based compensation related to this consulting agreement was $144,274 for the year ended December 31, 2017.

 

On October 2, 2017, the company entered into a prepaid retainer contract with Regeneration to render consulting and advisory services in connection with investor relations. The Company recognized the cost of the 20,000 shares at the current fair value of $46,000 as of October 2, 2017 as prepayment, and amortized the cost subsequently in a straight-line method until Regeneration has completed its performance for one year ended October 2, 2018. Accordingly, the share-based compensation related to this consulting agreement was $34,500 and $11,500 for the years ended December 31, 2018 and 2017, respectively. On January 22, 2018, we issued 20,000 restricted shares of our common share to Regeneration.

 

Share-based Compensation Plans

 

On March 1, 2017, November 23, 2017 and December 1, 2017, 15,000, 2,143, 16,667 of restricted share-based awards were granted. 18,942 of restricted stock-based awards were vested during the fiscal year ended December 31, 2017.

 

On March 1, 2018, 12,438 of restricted share-based awards were granted. 17,143 of restricted stock-based awards were vested during the fiscal year ended December 31, 2018.

 

On December 1, 2018, 10,000 of restricted share-based awards were granted

 

The exercise price of share options ranged from $2.91 to $3.65 and the requisite service period ranged from two to five years. 130,419 share options have been vested and 9,765 share options were cancelled during the fiscal year ended December 31, 2017, and no share options were exercised in the year ended December 31, 2017.

 

47,600 share options have been vested and 164,522 share options were forfeited or expired during the fiscal year ended December 31, 2018, and no share options were exercised in the year ended December 31, 2018.

 

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Share Options:

 

The number of share options as of December 31, 2018 is as follows:

 

   Options   Weighted
Average
Exercise
Price
   Weighted
Average
Remaining
Contractual
Terms
   Aggregate
Intrinsic
Value
 
                     
Outstanding, beginning of year   418,760    3.15    2.42    - 
Granted   -    -    -    - 
Exercised   -    -    -       - 
Forfeited   (164,522)   3.18    2.15    - 
Outstanding, end of year   254,238    3.13    1.30    - 
Exercisable, end of year   194,514    3.15    1.05    - 
Expected to vest   59,724    3.08    2.13    - 

 

The following table sets forth changes in compensation-related restricted share awards during year ended December 31, 2018, and 17,143 shares are exercisable as of December 31, 2018. The Company uses fair market value of its common share publicly traded on the date of the grant to determine the fair value of restricted shares.

 

   Number of   Weighted
Average
Grant Date
   Weighted
Average
Remaining
Contractual
 
   Shares   Fair Value   Term 
Unvested at December 31, 2017   16,111   $3.27    0.88 years 
Granted   22,438    1.43    0.50 year 
Forfeited   -    -      
Vested   (27,309)   -      
Unvested at December 31, 2018   11,240    0.95    0.78 year 

 

As of December 31, 2018, the unrecognized share-based compensation expenses under the 2015 Stock Incentive Plan were $152,683, which is expected to be recognized as stock-based compensation expense in the Company’s consolidated statements of operations and comprehensive income (loss) before February 2021.

 

The share-based compensation expenses recognized, including the forfeiture of share option, were $200,111 and $751,117 during the years ended December 31, 2018 and 2017, respectively.

 

16. SUBSEQUENT EVENT

 

The Company has evaluated subsequent events through the date of issuance of the consolidated financial statements, other than the debt settlement disclosed in Note 5 and Note 10, there were no other subsequent events occurred that would require recognition or disclosure in the consolidated financial statements.

 

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

 

None.

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures and Internal Control over Financial Reporting

 

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in the reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to the Company's management, including the Company's chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management, including Chun Hin Leslie Chow, the Company’s Chief Executive Officer (“CEO”), and Jehn Ming Lim, the Company’s Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of December 31, 2018. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

 

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018. In making this assessment, management used the framework set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that, as of December 31, 2018, the Company’s internal control over financial reporting was effective.

  

This annual report does not include an attestation report of its registered independent public accounting firm regarding the Company's internal control over financial reporting because the Company is not required to include such attestation report in this annual report.

 

Changes in Internal Controls over Financial Reporting

 

We have not made any changes in internal controls over financial reporting during the year ended December 31, 2018.

 

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Limitations on Controls

 

Management does not expect that the Company's disclosure controls and procedures or the Company's internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.  The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and the Company's chief executive officer and chief financial officer have concluded that the Company's disclosure controls and procedures are effective at that reasonable assurance level.

 

Item 9B. Other Information.

 

None.

 

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PART III

 

Item 10. Directors, Executive Officers and Corporate Governance.

 

The following are our officers and directors as of April 15, 2019. Other than Messrs. Joseph Levinson and John Levy , our officers and other directors reside year-round in either the PRC and Hong Kong and, therefore, it may be difficult for investors to effect service of process within the U.S. upon the latter or to enforce judgments against them obtained from the United States courts.

 

The following table sets forth certain information concerning our directors and executive officer:

 

Name   Age   Position
         
Chun Hin Leslie Chow   35   Chief Executive Officer
Jehn Ming Lim   37   Chief Financial Officer
Joseph Levinson   42   Director
William Kwok Keung Tsui   62   Director
John Levy   63   Director
Xiaoyu Zhang   31   Chairperson and Director
Ming Cheng   34   Director and Vice President of Tianjin Takung

 

The following is a summary of the biographical information of our directors and officers:

 

CHUN HIN LESLIE CHOW, is a qualified Certified Public Accountant in the United States. Mr. Chow has extensive experience in financial advising and has been engaging in the profession for more than ten (10) years. Mr. Chow graduated with Highest Honors from the University of California, Santa Barbara, with a Bachelor of Arts degree in Business Economics. From October 2005 to March 2009, Mr. Chow worked at Deloitte &Touche LLP in the United States with his last position as audit senior. From April 2009 to April 2011, Mr. Chow worked as a manager in Albeck Financial Services, a financial consulting firm in the United States. In May 2011, Mr. Chow became a managing director in Albeck Financial Services and was promoted to partner in March 2014. Mr. Chow was mainly responsible for financial reporting review, GAAP technical consultation, financial statement audit preparation, valuation of financial instruments and assisting companies with their management assessment of internal controls under Section 404 of Sarbanes Oxley Act and other corporate governance requirements. Mr. Chow has been an independent non-executive Director of Golden Power Group Holdings Limited, a company listed on the Hong Kong Stock Exchange, since June 2015. Mr. Chow has also been an independent non-executive Director of PPS International (Holdings) Limited, a company listed on the Hong Kong Stock Exchange, since September 2015. Since August 17, 2015, Mr. Chow has been a consultant to the Company. He was appointed our Chief Financial Officer as well as Chief Financial Officer of our Hong Kong subsidiary, Hong Kong Takung Art Co., Ltd, effective February 22, 2016. On November 16, 2018, Mr. Chow took over as acting Chief Executive Officer, replacing Mr. Xiao who resigned the same day.

 

JEHN MING LIM, has extensive experience in providing financial accounting and advisory services to public and private companies and has been engaging in this profession for more than 14 years. Prior to joining the Company as its Chief Financial Officer on February 18, 2019, Mr. Lim has been a managing director of a financial consulting firm since January 2013 and was mainly responsible for overseeing SEC reporting, GAAP technical consultation, financial statement audit preparation, due diligence and internal controls compliance services. Mr. Lim also has extensive experience in auditing private and public companies in his stints as audit manager and senior auditor of two regional accounting firms in the United States from October 2008 through December 2012 and from September 2006 through October 2008, respectively and as an auditor at Ernst & Young in the United States from September 2004 through to July 2006. Mr. Lim graduated with High Honors from the University of California, Santa Barbara, with a Bachelor of Arts degree in Business Economics.

 

JOSEPH LEVINSON, joined the Company's Board of Directors on December 1, 2015. Mr. Levinson has more than 20 years of experience in managing cross-border issues pertaining to U.S.-listed foreign companies. He speaks and reads Chinese fluently and has provided due diligence and forensic accounting services to many U.S.-based funds on their China-based investments, as well as extensive accounting and auditing consulting for numerous U.S.-listed Chinese companies. Mr. Levinson was previously a Manager in the banking practice of the New York office of Deloitte and Touche and was involved in numerous transactions involving complex financial structures. Mr. Levinson also previously worked at KPMG in New York and Hong Kong. In the 1990s, Mr. Levinson served as an executive of Hong Kong Stock Exchange-listed China Strategic Holdings, where his major responsibilities included its subsidiary, China Tire, one of the first Mainland Chinese companies, to list on the NYSE. He is also the editor of "Wall Street Guanxi: How Chinese Companies Can Maximize Their Value in the U.S. Capital Markets", a trade paperback published in Chinese by Beijing University Press in 2007. Mr. Levinson graduated summa cum laude from the University at Buffalo with a double major in accounting and finance. Mr. Levinson's track record as a U.S. Certified Public Accountant for 20 years, and his long experience in China were factors viewed favorably by the Board in selecting Mr. Levinson for a directorship. Specifically, Mr. Levinson's experience as a manager at the "Big 4" firm of Deloitte and Touche, his work as a U.S. Certified Public Accountant, and his academic achievements were factors in leading to this recommendation. Mr. Levinson's vast experience in managing cross-board issues pertaining to U.S. listed foreign companies and his Chinese language skills qualifies him to serve on our Board and led the Board to conclude that he should be nominated to serve another term as a director.  

 

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WILLIAM KWOK KEUNG TSUI, joined the Company’s Board of Directors on December 1, 2015. Mr. Tsui has extensive experience in trading, manufacturing, property management and development and corporate finance and management. In 2002, he founded Smith Naturals (China) Ltd., a subsidiary of Smith Naturals (USA) LLC, a manufacturer of herbal natural supplements and cosmetic products and has been serving as its Executive Director in charge of marketing since its inception. In 2004, he founded Jewels4Teens (China) Ltd., a jewelry and fashion accessories company and has been serving as its Executive Director for marketing since its incorporation. In 1988, he founded Adeble Enterprises Ltd., which introduces high tech food processing machinery to China, and has been the company’s managing director. In 1985, he founded Hua Xing Industrial Ltd. and served as director. He also managed the China Trade department of Kemklen Industrial Co. Ltd. from 1984 to 1985. Mr. Tsui holds a bachelor’s degree in civil engineering from McGill University in Canada. Mr. Tsui’s extensive executive experience in the China-related manufacturing, corporate finance and management spheres led to our conclusion that he is well qualified to serve as a director of the Board.

 

JOHN F. LEVY, became a director of the Company on March 1, 2016. Mr. Levy currently serves as the Chief Executive Officer and principal consultant for Board Advisory (the “Levy Company”), a consulting firm established to assist public companies, or companies aspiring to be public with corporate governance, corporate compliance, ethics, financial reporting and financial strategies. He has held this role since May 2005. Mr. Levy is a recognized corporate governance and financial reporting expert with over 30 years of progressive financial, accounting and business experience; including nine years in public accounting with three national accounting firms and having served as Chief Financial Officer of both public and private companies for over 13 years. Mr. Levy currently serves on the board of directors of two other public companies: Applied Minerals, Inc. (since January 2008), a mine owner that extracts, processes, markets halloysite clay and iron oxide for sale to a range of end markets; and Washington Prime Group, Inc. (since June 2016), a New York Stock Exchange listed retail REIT that owns, develops and manages over 100 shopping centers in the United States. Mr. Levy also served on the board of directors of Applied Energetics, Inc., a company specializing in the development and application of high power lasers, high voltage electronics, advanced optical systems and energy management systems technologies, until February 2016; Gilman Ciocia, Inc., a former financial planning and tax preparation firm, until October 2013; BrightPoint, Inc., a former NASDAQ listed device lifecycle services provider to the wireless industry, until October 2012; and China Commercial Credit, Inc., a financial services firm operating in China, until December 2016. Mr. Levy also served as a board member and program chair for the New Jersey Chapter of the National Association of Corporate Directors (“NACD”) from October 2007 to June 2012. Mr. Levy is a frequent speaker on the roles and responsibilities of board members and audit committee members. He has authored and presented numerous courses on finance, management and governance to state accounting societies including THE 21ST CENTURY DIRECTOR: Ethical and Legal Responsibilities of Board Members. Mr. Levy is a Certified Public Accountant with several years of experience. Mr. Levy is a graduate of the Wharton School of Business at the University of Pennsylvania, and received his MBA from St. Joseph's University in Philadelphia, Pennsylvania. Mr. Levy is a National Association of Corporate Director’s Board Leadership Fellow.

 

XIAOYU ZHANG, age 31, has been an auditor with PricewaterhouseCoopers at its New Zealand Auckland office since November 2018. Prior to that, she was a senior supervisor of Internal Audit Department with the headquarter of Tianjin KinCheng Bank in China. Ms. Zhang had been an associate and senior associate with PricewaterhouseCoopers China from 2009 to 2015. Ms. Zhang obtained her Bachelor of Financial Management from Tianjin University, located in China and Master of Business Administration from Nankai University, located in China, and Postgraduate Diploma in Accounting from Massey University, located in New Zealand.

 

MING CHENG, age 34, worked with Northern Lights Tech Development Co., Ltd, located in Tianjin, China, in charge of the E commercial platform and Customer Relationship Management (“CRM”) development projects since 2015. Prior to the aforementioned, he served with Good Technology located in Tianjin, China, as the technology team leader in charge of their development of Business Mail System Application and CRM development from 2013 to 2014. Prior to this, he worked for Intel Corporation with the mobile CPU development project and before that he worked at Nokia for handset development project from 2008 to 2011. On January 17, 2019, Mr. Cheng entered into an employment agreement with Tianjin Takung to assume the position of Vice President. Mr. Cheng earned his Master of Multimedia from Communication University of China and a Bachelor of Automation from Beijing University of Post and Communication.

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Directors and Officers of Hong Kong Takung

 

Mr. Song Wang is a director of Hong Kong Takung. Under Hong Kong Takung’s Articles of Association and Hong Kong law, Hong Kong Takung is managed by the General Manager who is appointed and supervised by its Board of Directors. A director is appointed by the shareholders for a term of one year or until the next Annual General Meeting and can be re-elected for consecutive terms.

 

Mr. Lim, our Chief Financial Officer, has been appointed Chief Financial Officer of Hong Kong Takung effective February 1, 2019.

 

Directors and Officers of Shanghai Takung and Tianjin Takung

 

Mr. Song Wang is Shanghai Takung and Tianjin Takung’s General Manager and also the director of the Tianjin Takung, Shanghai Takung.

 

Mr. Wang served as the department head of marketing of Takung Art Co., Ltd., bringing great leaps and bounds to the company in terms of customer quantity and customer quality. He graduated with Highest Honors from University of Illinois at Urbana-Champaign, major in Economics with a minor in Statistics. Through his five-year study in the United States, He is not only understood American society, but also realized the differences in business mechanisms between the two societies. Base on his study of economic system and integration of individual judgment of the market, he can figure out the advantages and disadvantages of different business mechanisms.

 

Directors and Officers of Takung Art Holdings

 

Mr. Di Xiao is a director of Takung Art Holdings. Under Takung Art Holdings’ Articles of Association and Hong Kong law, Takung Art Holdings is managed by the General Manager who is appointed and supervised by its Board of Directors. A director is appointed by the shareholders for a term of one year or until the next Annual General Meeting and can be re-elected for consecutive terms.

 

Directors and Officers of Art Era

 

Mr. Zhong Fu was appointed as director and General Manager of Art Era on September 7, 2018.

 

Mr. Fu has been a department head of e-commerce platform development since September 12, 2017. He has substantial experience in developing e-commerce platforms for art and is knowledgeable about copyright registrations in China. He served as the general manager of Tianjin Yin Xiang from 2015 to 2017. He had to leave his job during 2014 because of family issues. On 2008 to 2013, he was engaged in business development related work at Xi En Advisory Firm. He graduated from Nankai University with a Bachelor of Information and Technology degree in 2004 and completed his postgraduate studies in psychology at Tianjin Normal University in 2007

 

Term of Office

 

Our directors hold their positions until the next annual meeting of shareholders and until their successor is elected and qualified by our shareholders, or until their earlier death, retirement, resignation or removal.

 

Director Qualifications

 

Directors are responsible for overseeing the Company’s business consistent with their fiduciary duty to the shareholders. This significant responsibility requires highly-skilled individuals with various qualities, attributes and professional experience. Our Board believes that there are general requirements for service on the Board that are applicable to directors and that there are other skills and experience that should be represented on the Board as a whole but not necessarily by each director. The Board considers the qualifications of director and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs.

 

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Qualifications for All Directors

 

In its assessment of each potential candidate, including those recommended by the shareholders, the Board will consider the nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such other factors it determines are pertinent in light of the current needs of the Board. The Board also takes into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities to the Company.

 

The Board requires that each director be a recognized person of high integrity with a proven record of success in his or her field. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple cultures and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications required of all directors, the Board conducts interviews of potential director candidates to assess intangible qualities including the individual’s ability to ask difficult questions and, simultaneously, to work collegially.

  

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Qualifications, Attributes, Skills and Experience to be Represented on the Board as a Whole

 

The Board has identified particular qualifications, attributes, skills and experience that are important to be represented on the board as a whole, in light of the Company’s current needs and its business priorities. The Board believes that it should include some directors with a high level of financial literacy and some directors who possess relevant business experience as a Chief Executive Officer or a President or like position. Marketing is the core focus of our business and the Company seeks to develop and deploy the world’s most innovative and effective marketing and technology. Therefore, the Board believes that marketing and technology experience should be represented on the Board. The Company is involved in the on-line trading business in Hong Kong and the PRC.  Therefore, the Company’s business also requires compliance with a variety of regulatory requirements and relationships with various governmental entities. Therefore, the board believes that governmental, political or diplomatic expertise should be represented on the Board.

 

Set forth below are a chart and a narrative disclosure that summarize the specific qualifications, attributes, skills and experiences described above. An “X” in the chart below indicates that the item is a specific reason that the director has been nominated to serve on the Company’s Board. The lack of an “X” for a particular qualification does not mean that the director does not possess that qualification or skill. Rather, an “X” indicates a specific area of focus or expertise of a director on which the board currently relies.

 

    Xiaoyu Zhang   William Tsui   Joseph Levinson   John Levy   Ming Cheng
High level of financial literacy   X   X   X   X    
Extensive knowledge of the Company’s business                   X
Marketing/Marketing related technology experience       X           X
Relevant Chief Executive/President or like experience     X   X   X    
Corporate Governance expertise           X   X    

 

Xiaoyu Zhang

 

High level of financial literacy – Ms. Zhang obtained her Bachelor of Financial Management from Tianjin University, located in China, Master of Business Administration from Nankai University, located in China, and Postgraduate Diploma in Accounting from Massey University, located in New Zealand. 

 

William Kwok Keung Tsui

 

High level of financial literacy/ Relevant Chief Executive/President or like experience – Mr. Tsui has, amongst many things, extensive experience in corporate finance. He has founded numerous companies and continues to assume an executive role in many of them.

 

Marketing/Marketing related technology experience - In 2002, Mr. Tsui founded Smith Naturals (China) Ltd., a subsidiary of Smith Naturals (USA) LLC, a manufacturer of herbal natural supplements and cosmetic products and has been serving as its Executive Director in charge of marketing since its inception. In 2004, he founded Jewels4Teens (China) Ltd., a jewelry and fashion accessories company and has been serving as its Executive Director for marketing since its incorporation.

 

Joseph Levinson

 

High level of financial literacy – Mr. Levinson has provided due diligence and forensic accounting services to many U.S.-based funds on their China-based investments, as well as extensive accounting and auditing consulting for numerous U.S.-listed Chinese companies. Mr. Levinson was previously a Manager in the banking practice of the New York office of Deloitte and Touche and was involved in numerous transactions involving complex financial structures. Mr. Levinson also previously worked at KPMG in New York and Hong Kong. Mr. Levinson graduated summa cum laude from the University at Buffalo in 1994 with a double major in accounting and finance. Mr. Levinson’s track record as a U.S. Certified Public Accountant for 19 years, and his long experience in China were factors viewed favorably by the Board in selecting Mr. Levinson for a directorship. Specifically, Mr. Levinson’s experience as a manager at the “Big 4” firms of Deloitte and Touche, his work as a U.S. Certified Public Accountant, and his academic achievements were factors in leading to this recommendation.

 

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John Levy

 

High level of financial literacy/Relevant Chief Executive/President or like experience – Mr. Levy is a recognized corporate governance and financial reporting expert with over 30 years of progressive financial, accounting and business experience, including nine years in public accounting with three national accounting firms and having served as Chief Financial Officer of both public and private companies for over 13 years.

 

Except as otherwise reported above, none of our directors hold directorships in other reporting companies.

 

There are no family relationships among our directors or officers.

 

Ming Cheng

 

Extensive knowledge of the Company’s business/ Marketing/Marketing related technology experience – Mr Cheng worked with Northern Lights Tech Development Co., Ltd, located in Tianjin, China, in charged of its e-commerce platform and Customer Relationship Management (“CRM”) development projects since 2015. Prior to the aforementioned, he served with Good Technology located in Tianjin, China, as the technology team leader in charged of their development of Business Mail System Application and CRM from 2013 to 2014. Prior to this, he worked for Intel Corporation in its mobile CPU development project and before that he worked at Nokia in its handset development project from 2008 to 2011. Mr. Cheng earned his Master of Multimedia from Communication University of China and a Bachelor of Automation from Beijing University of Post and Communication. Mr. Cheng joined the Company’s PRC subsidiary, Takung Cultural Development (Tianjin) Co., Ltd to assume the position of Vice President on January 17, 2019.

 

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Directors or Executive Officers involved in Bankruptcy or Criminal Proceedings

 

To our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries), other than Mr. John Levy, has:

 

·Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

 

  · Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

 

  · Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

 

  · Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

 

  · Been the subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

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Board Committees

 

Our business, property and affairs are managed by or under the direction of the Board of Directors. Members of the Board of Directors are kept informed of our business through discussion with the chief executive and financial officers and other officers, by reviewing materials provided to them and by participating at meetings of the board and its committees.

 

Our Board of Directors has three committees - the Audit Committee, the Compensation Committee and the Governance and Nominating Committee. The Audit Committee is comprised of Joseph Levinson, Kwok Keung William Tsui and John Levy, with Mr. Levinson serving as chairman. The Compensation Committee is comprised of Joseph Levinson, Kwok Keung William Tsui and John Levy, with Mr. Tsui serving as chairman. The Governance and Nominating Committee is comprised of Joseph Levinson, Kwok Keung William Tsui and John Levy, with Mr. Levy serving as chairman.

 

Our Audit Committee is involved in discussions with our independent auditor with respect to the scope and results of our year-end audit, our quarterly results of operations, our internal accounting controls and the professional services furnished by the independent auditor. Our Board of Directors has determined that both Mr. Levinson and Mr. Levy qualify as audit committee financial experts and have the accounting or financial management expertise as required under NYSE Rule 303A.07(a). Our Board of Directors has also adopted a written charter for the audit committee which the audit committee reviews and reassesses for adequacy on an annual basis. A copy of the audit committee’s current charter is available at our corporate website at http://content.stockpr.com/takungae/db/225/642/file/Audit+Committee+Charter+-+v443235_TAKUNG_ART_CO.%2C_LTD._8K_20160623+-+99.1.pdf.

 

The Compensation Committee oversees the compensation of our chief executive officer and our other executive officers and reviews our overall compensation policies for employees generally. If so authorized by the Board of Directors, the committee may also serve as the granting and administrative committee under any option or other equity-based compensation plans which we may adopt. The Compensation Committee does not delegate its authority to fix compensation; however, as to officers who report to the chief executive officer, the compensation committee consults with the chief executive officer, who may make recommendations to the Compensation Committee. Any recommendations by the chief executive officer are accompanied by an analysis of the basis for the recommendations. The committee will also discuss compensation policies for employees who are not officers with the chief executive officer and other responsible officers. A copy of the compensation committee’s current charter is available at our corporate website at http://content.stockpr.com/takungae/db/225/643/file/Compensation+Committee+Charter+-+v443235_TAKUNG_ART_CO.%2C_LTD._8K_20160623+-+99.2.pdf.

 

The Nominating Committee is involved in evaluating the desirability of and recommending to the Board any changes in the size and composition of the board, evaluation of and successor planning for the chief executive officer and other executive officers. The qualifications of any candidate for director will be subject to the same extensive general and specific criteria applicable to director candidates generally. A copy of the nominating committee’s current charter is available at our corporate website at http://content.stockpr.com/takungae/db/225/644/file/Governance+and+Nominating+Committee+Charter+-+v443235_TAKUNG_ART_CO.%2C_LTD._8K_20160623+-+99.3.pdf

 

Board Meetings

 

The Board of Directors and its committees held the following number of meetings during 2018:

 

Board of Directors 8
Audit Committee 8
Compensation Committee 2
Nominating Committee 2

 

The above table includes meetings held by means of a conference telephone call, but not actions taken by unanimous written consent.

 

Each director attended at least 75% of the total number of meetings of the Board of Directors and those committees on which he served during the year.

 

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Material Changes to the Procedures by which Security Holders May Recommend Nominees to the Board of Directors

 

There have been no material changes to the procedures by which security holders may recommend nominees to the Board of Directors.

 

Code of Ethics

 

We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officers and principal financial officer, principal accounting officer or controller, or persons performing similar functions and also to other employees. The Code is current available on our website at http://content.stockpr.com/takungae/db/225/645/file/Code+of+Business+Conduct+and+Ethics+-+v443235_TAKUNG_ART_CO.%2C_LTD._8K_20160623+-+99.4.pdf.

 

Board Leadership Structure and Role in Risk Oversight

 

Ms. Xiaoyu Zhang is the Company’s Chairman of Board of Director and Mr. Jehn Ming Lim is our Chief Financial Officer. We have four independent directors. Mr. Chun Hin Leslie Chow is our chief executive officer is best situated to serve as our business and industry most capable of identifying strategic priorities and executing our business strategy. In addition, having a single leader eliminates the potential for confusion and provides clear leadership for the Company. We believe that this leadership structure has served the Company well. The Board’s role in the risk oversight of the Company includes, among other things:

 

  · appointing, retaining and overseeing the work of the independent auditors, including resolving disagreements between the management and the independent auditors relating to financial reporting;

 

  · approving all auditing and non-auditing services permitted to be performed by the independent auditors;

 

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  · reviewing annually the independence and quality control procedures of the independent auditors;

 

  · reviewing and approving all proposed related party transactions;

 

  · discussing the annual audited financial statements with the management; and

 

  · meeting separately with the independent auditors to discuss critical accounting policies, management letters, recommendations on internal controls, the auditor’s engagement letter and independence letter and other material written communications between the independent auditors and the management.

 

Our Board of Directors is responsible to approve all related party transactions. We have not adopted written policies and procedures specifically for related person transactions.

 

Limitations on Liability

 

Article VI of our Bylaws limits the liability of our directors, officers and employees to the fullest extent permitted by Delaware law. Consequently, our directors and officers may not be personally liable for monetary damages regarding their duties as directors.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our Common Share and other equity securities, on Form 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish our Company with copies of all Section 16(a) reports they file.

 

Based solely on our review of the copies of such reports received by us and on written representations by our officers and directors regarding their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that, with respect to the fiscal year ended December 31, 2018, our officers and directors, and all of the persons known to us to own more than 10% of our Common Share, filed all required reports on a timely basis except for two persons who owned more than 10% of our Common Share and filed their reports late and three of our directors filed their Form 4 late.

 

Item 11. Executive Compensation.

 

The following table sets forth information with respect to the compensation of each of the named executive officers for services provided in all capacities to Takung Art Co., Ltd and its subsidiaries, Hong Kong Takung Art Co., Ltd, Hong Kong Takung Art Holdings Co., Ltd, Takung (Shanghai) Co., Ltd, Takung Cultural Development (Tianjin) Co., Ltd and Art Era Internet Technology (Tianjin) Co., Ltd, in the fiscal years ended December 31, 2018 and 2017 in their capacity as such officers. Mr. Ming Cheng receives no additional consideration for his services as director of the Company. No other executive officer or former executive officer received more than $100,000 in compensation in the fiscal years reported.

 

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Summary Compensation Table

 

Name & Principal
Position
  Fiscal
Year
  Base
Compensation
(annual, unless
otherwise
noted)
   Bonus   Share Options *   Total Annual 
Di Xiao (1)  2018  $178,626   $46,555   $9,900   $235,081 
Former Chief Executive Officer and Director of the company and Hong Kong Takung, Director of Takung Art Holdings  2017   230,988    58,624    61,246    350,858 
                        
Chun Hin Leslie Chow (2)  2018   208,325    104,417    7,059    319,801 
Chief Executive Officer, former Chief Financial Officer  2017   224,422    419,234    73,612    717,268 
                        
Zishen Li (3)
Former Vice President, Hong Kong Takung
General Manager, Shanghai Takung and Tianjin Takung
  2018   67,022    57,530    11,738    136,290 
   2017   83,653    26,553    13,431    123,637 

 

(1)     For the year ended December 31, 2018, Mr. Xiao received a salary of $178,626, bonus of $46,555 and share options worth $9,900.

 

On March 1, 2016, Mr. Xiao was granted share options to purchase 50,000 shares of Common Share of the Company at an exercise price of $3.30 per share pursuant to the Company’s 2015 Incentive Share Plan. The options are exercisable during the term of his employment in three equal installments of 16,666 shares of common share, the first installment being exercisable on the date of issue and thereafter on each successive anniversary thereof.

 

Mr. Xiao became a Director of Takung Art Holdings on July 20, 2018. He resigned all his other positions on November 19, 2018.

 

(2)     Mr. Chow was appointed our Chief Financial Officer and Chief Financial Officer of our Hong Kong subsidiary, Hong Kong Takung Art Co., Ltd on February 22, 2016. On February 22, 2016, Mr. Chow was granted share options to purchase 50,000 shares of Common share of the Company at an exercise price of $2.91 per share pursuant to the Company’s 2015 Incentive Stock Plan. The options are exercisable during the term of his employment in three equal installments of 16,666 shares of Common Share, the first installment being exercisable on the date of issue and thereafter on each successive anniversary thereof. On November 16, 2018, Mr. Chow took over as acting Chief Executive Officer, replacing Mr. Xiao who resigned that day. There was no change in Mr. Chow’s employment terms. For the year ended December 31, 2018, Mr. Chow received an apportioned salary of $208,325, a bonus of $104,417, and share options worth $7,059

 

(3)     Mr. Li had been a Vice President of Hong Kong Takung since March 1, 2015. He was subsequently appointed as the General Manager of Shanghai Takung with effect from July 28, 2015 and General Manager of Tianjin Takung with effect from January 27, 2016. He was appointed as director of the Company on March 11, 2016. For the year ended December 31, 2017, Mr. Li received an apportioned salary of $83,653 and an apportioned bonus of $26,553. For the year ended December 31, 2018, Mr. Li received an apportioned salary of $67,022 and an apportioned bonus of $57,530. Mr. Li resigned from all his positions on November 15, 2018. His compensation is apportioned between the subsidiaries, Hong Kong Takung Art Co., Ltd, Shanghai Takung and Tianjin Takung to reflect the time he spends on the affairs of these entities. He receives no additional compensation as director of the Company.

 

*The value reported for each executive is the cost recognized in our financial statements during fiscal year 2018, calculated in accordance with Accounting Standards Codification Topic 718 "Share-based Compensation”.

 

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Operating Subsidiary Executive Compensation Summary

 

The table below sets forth the positions and compensations for the officers of Hong Kong Takung for the years ended December 31, 2018 and 2017.

  

Name   Year   Annual Salary ($)     Bonus ($)     Total ($)  
Di Xiao   2018     178,626 (1)     46,555       225,181  
Former Chief Executive Officer and Director   2017     230,988       58,624       289,612  
                             
Leslie Chow   2018     208,325 (2)     104,417       312,742  
Chief Executive Officer, former Chief Financial Officer   2017     224,422       419,234       643,656  
                             

Song Wang

Director

  2018    

11,483

(3)                

 

(1)

Mr. Xiao’s monthly compensation was adjusted to $17,863 (HK$140,000) on February 2017 and remained unchanged for 2018. His compensation was apportioned between Takung Art Co., Ltd and its subsidiary, Hong Kong Takung Art Co., Ltd to reflect the time he spends on the affairs of both entities. Mr. Xiao became a Director of Takung Art Holdings on July 20, 2018. He resigned all his other positions on November 19, 2018 except that he remains a Director of Takung Art Holdings but receives no compensation for his positions there.

 

(2)Mr. Chow’s monthly compensation was adjusted to $17,360 (HK$136,064) on February 2017 and remained the same for 2018. His compensation is apportioned between Takung Art Co., Ltd and its subsidiary, Hong Kong Takung Art Co., Ltd to reflect the time he spends on the affairs of both entities.

 

(3)

Mr. Wang has been receiving a monthly compensation of $3,828 (HKD$30,000) from Hong Kong Takung for his services as director since October 1, 2018.

 

The table below sets forth the positions and compensations for the General Manager of Shanghai Takung and Tianjin Takung for the years ended December 31, 2018 and 2017.

 

Name  Year   Annual Salary ($)   Bonus ($)   Total ($) 
Zishen Li   2018   $67,022(1)  $57,530   $124,552 
Former General Manager   2017    83,653    26,553    110,206 
                     
Song Wang   2018    10,939(2)   3,038    13,977 
General Manager and Director of Tianjin Takung and Shanghai Takung   2017    10,778    3,267    14,045 

 

 

(1)

Mr. Li’s monthly compensation paid by Hong Kong Takung and Shanghai Takung were $4,848 (HKD$38,000) and $1,726 (RMB11,408), respectively for 2018, to reflect the time he spent on the affairs of the entities. Mr. Li resigned on his own accord on November 15, 2018.

 

(2)

Mr. Wang’s average monthly compensation paid by Tianjin Takung was $912 (RMB 6,025).

 

The table below sets forth the positions and compensations for the General Manager of Takung Art Holdings and Art Era for the year ended December 31, 2018:

 

Name  Year  

Annual Salary ($)

   Bonus ($)   Total ($) 
Di Xiao   2018    --(1)   -    - 
Director of Takung Art Holdings                    
                     
Zhong Fu   2018    6,151(2)   -    6,151 
General Manager and Director of Art Era                    

 

(1)Mr. Xiao became a Director of Takung Art Holdings on July 20, 2018 but receives no compensation there.

 

(2)

Mr. Fu’s average monthly compensation paid by Art Era was $3,075 (RMB 20,325) from November to December 2018.

 

Operating Subsidiary Employment Agreements

 

Mr. Xiao entered into an employment agreement with Hong Kong Takung on June 1, 2014 whereby he agreed to serve as Hong Kong Takung’s General Manager and Managing Director. Pursuant to such employment agreement, Mr. Xiao is entitled to a monthly salary of $7,655 (HK$60.000), which will be reviewed annually in January. On March 2015, Mr. Xiao’s salary was adjusted to $10,207 (HK$80,000), and was adjusted to $12,759 (HK$100,000) on October 2015, and was adjusted to $15,311 (HK$120,000) on April 2016, and further adjusted to $17,863 (HK$140,000) on February 2017. The employment agreement may be terminated by either party upon one month’s advance notice. Mr. Xiao became a director of Takung Art Holdings on July 20, 2018. He resigned all his other positions on November 19, 2018

 

Mr. Li has been a Vice President of Hong Kong Takung since March 1, 2015. He was subsequently appointed as the General Manager of Shanghai Takung and Tianjin Takung with effect from July 28, 2015 and January 27, 2016, respectively. The employment with Mr. Li can be terminated by either party by giving at least one month notice. Mr. Li resigned on his own accord on November 15, 2018.

 

On February 22, 2016, the board of directors of the Company approved the appointment of Mr. Chow as Chief Financial Officer of the Company and the Company’s wholly-owned Hong Kong subsidiary, Hong Kong Takung Art Co., Ltd, effective February 22, 2016. The employment agreement may be terminated by either party upon three months’ advance notice. On November 16, 2019, Mr. Chow took over as acting Chief Executive Officer, replacing Mr. Xiao who resigned that day. There was no change in Mr. Chow’s employment terms. Mr. Chow’s positions as our Chief Financial Officer and Chief Financial Officer of Hong Kong Takung has been filled by Mr. Jehn Ming Lim since February 18, 2019.

 

Mr. Wang has been a business development department head since March 1, 2015. He was subsequently appointed as the director of Hong Kong Takung, General Manager and Director of Shanghai & Tianjin Takung with effect from October 10, 2018. The employment with Mr. Wang can be terminated by either party by giving at least one month notice.

 

Mr. Fu has been a department head of e-commerce platform development since September 12, 2017. He was subsequently appointed as the General Manager and Director of Art Era on September 7, 2018. The employment with Mr. Fu can be terminated by either party by giving at least one month notice.

 

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Compensation Discussion and Analysis

 

We strive to provide our named executive officers (as defined in Item 402 of Regulation S-K) with a competitive base salary that is in line with their roles and responsibilities when compared to peer companies of comparable size in similar locations.

 

It is not uncommon for Hong Kong private companies to have base salaries as the sole form of compensation. The base salary level is established and reviewed based on the level of responsibilities, the experience and tenure of the individual and the current and potential contributions of the individual. The base salary is compared to the list of similar positions within comparable peer companies and consideration is given to the executive’s relative experience in his or her position. Base salaries are reviewed periodically and at the time of promotion or other changes in responsibilities.