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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2023

   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 000-32585

SUNRISE REAL ESTATE GROUP, INC.

(Exact name of registrant as specified in its charter)

Texas

    

75-2713701

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

No. 18, Panlong Road

Shanghai, PRC 201702

(Address of Principal Executive Offices) (Zip Code)

Issuer’s telephone number: + 86-21-6067-3830

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

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

N/A

N/A

N/A

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.

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).

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

Smaller reporting company

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 checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: July 31, 2023 –68,691,925 shares of Common Stock

FORM 10-Q

For the Quarter Ended June 30, 2023

INDEX

Page

PART I.

FINANCIAL INFORMATION

3

Item 1.

Financial Statements (Unaudited)

3

Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022

3

Condensed Consolidated Statements of Operations for The Six Months Ended June 30, 2023 and 2022

4

Condensed Consolidated Statements of Stockholders’ Equity for The Six Months and Three Months Ended June 30, 2023 and 2022

5

Condensed Consolidated Statements of Stockholders’ Equity for The Six Months and Three Months Ended June 30, 2023 and 2022

6

Condensed Consolidated Statements of Cash Flows for The Six Months Ended June 30, 2023 and 2022

7

Notes to Condensed Consolidated Financial Statements

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

27

Item 4.

Controls and Procedures

27

PART II.

OTHER INFORMATION

29

Item 1.

Legal Proceedings

29

Item 1A

Risk Factors

29

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

29

Item 3.

Defaults Upon Senior Securities

29

Item 4.

Mine Safety Disclosures

29

Item 5.

Other Information

29

Item 6.

Exhibits

30

SIGNATURES

31

2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUNRISE REAL ESTATE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Expressed in U.S. Dollars)

    

June 30, 

    

December 31, 

2023

2022

ASSETS

Current assets

Cash and cash equivalents

$

18,359,017

$

33,201,354

Restricted cash (Note 3)

 

45,789,248

 

43,869,156

Transactional financial assets (Note 4)

 

10,282,449

 

10,960,511

Accounts receivable

 

179,325

 

204,518

Real estate property under development (Note 5)

117,569,883

 

120,302,022

Amount due from an unconsolidated affiliate

15,882,006

 

16,502,409

Other receivables and deposits, net (Note 6)

13,259,147

 

10,733,460

Total current assets

221,321,075

 

235,773,430

Property and equipment, net (Note 7)

819,133

 

1,001,077

Investment properties, net (Note 8)

21,159,443

 

22,673,139

Deferred tax assets (Note 18)

 

Investment in an unconsolidated affiliate (Note 9)

12,290,133

 

12,751,061

Goodwill (Note 11)

1,003,503

1,243,194

Other investments (Note 10)

629,100

 

652,693

Total assets

$

257,222,387

$

274,094,594

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

Current liabilities

Promissory notes payable (Note12)

1,383,930

 

1,435,833

Accounts payable (Note 15)

26,341,832

 

22,372,938

Amounts due to directors (Note 13)

504,273

 

480,109

Amount due to an affiliate (Note 16)

49,131,392

 

49,251,273

Customer deposits (Note 17)

32,760,936

 

34,742,361

Other payables and accrued expenses (Note 14)

7,214,997

 

7,587,515

Other taxes payable

233,298

 

255,175

Income taxes payable (Note 18)

1,387,499

 

1,848,666

Dividends payable

10,303,789

Total current liabilities

118,958,157

 

128,277,659

Long-term income tax payable (Note 18)

 

539,211

 

1,078,422

Total liabilities

 

119,497,368

 

129,356,081

Commitments and contingencies (Note 19)

Shareholders’ equity

Common stock, par value $0.01 per share; 200,000,000 shares Authorized; 68,691,925 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

686,919

 

686,919

Additional paid-in capital

 

8,110,008

 

8,110,008

Statutory reserve (Note 20)

 

3,986,618

 

3,986,618

Retained Earnings

 

107,991,305

 

109,300,636

Accumulated other comprehensive income

 

4,584,289

 

9,447,265

Total deficit of Sunrise Real Estate Group, Inc.

 

125,359,139

 

131,531,446

Non-controlling interests

 

12,365,880

 

13,207,067

Total shareholders’ equity

 

137,725,019

 

144,738,513

Total liabilities and shareholders’ equity

$

257,222,387

$

274,094,594

See accompanying notes to consolidated financial statements.

3

SUNRISE REAL ESTATE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Expressed in U.S. Dollars)

    

Three Months Ended June 30, 

    

Six Months Ended June 30, 

    

2023

    

2022

    

2023

    

2022

Net revenues

$

7,042,904

$

34,639,531

$

12,776,666

$

45,879,936

Cost of revenues

 

(5,956,385)

(30,085,259)

(11,136,935)

(40,745,054)

Gross profit (loss)

 

1,086,519

4,554,272

1,639,731

5,134,882

Operating expenses

 

(490,120)

(223,156)

(940,599)

(952,585)

General and administrative expenses

 

(728,734)

113,603

(1,540,592)

(1,788,700)

Operating profit (loss)

 

(132,335)

4,444,719

(841,460)

2,393,597

Other income (expenses)

Interest income

 

248,416

211,659

495,420

467,131

Interest expense

 

(782,378)

(582,736)

(1,364,044)

(2,344,872)

Equity in net gain (loss) of an affiliate

(434)

22,079

Other income (loss), net

 

1,117,937

(1,805,235)

384,796

(1,776,436)

Total other Income

 

583,975

(2,176,746)

(483,828)

(3,632,098)

Income (loss) before income taxes

 

451,640

2,267,973

(1,325,288)

(1,238,501)

Income tax benefit (expense)

 

(250,864)

(1,333,194)

(361,315)

(1,333,212)

Net income (loss)

 

200,776

934,779

(1,686,603)

(2,571,713)

Less: Net (income) loss attributable to non-controlling interests

 

141,219

484,077

377,272

2,124,456

Net income attributable to shareholders of Sunrise Real Estate Group, Inc.

$

341,995

$

1,418,856

$

(1,309,331)

$

(447,257)

Net income (loss)

 

200,776

934,779

(1,686,603)

(2,571,713)

Other comprehensive income (loss) Foreign currency translation adjustment

(7,240,930)

(10,412,132)

(5,326,891)

(9,569,069)

Discontinuation of the equity method for an investment

Comprehensive income (loss)

 

(7,040,154)

 

(9,477,353)

 

(7,013,494)

 

(12,140,782)

 

Less: Comprehensive income (loss) attributable to non-controlling interests

782,428

1,248,496

841,187

2,805,277

Total comprehensive income (loss) attributable to shareholders

 

(6,257,726)

(8,228,857)

(6,172,307)

(9,335,505)

Earnings per share – basic and fully diluted

$

0.00

$

0.02

$

(0.02)

$

(0.01)

Weighted average common shares outstanding

Basic and fully diluted

68,691,925

68,691,925

68,691,925

68,691,925

See accompanying notes to unaudited condensed consolidated financial statements.

4

SUNRISE REAL ESTATE GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(Expressed in U.S. Dollars)

Accumulated

Total

Common Stock

Additional

Retained

Other

Stockholders’

Number of

    

Paid-in

Statutory

Earnings

Comprehensive

Non-controlling

(Deficit) 

    

shares issued

    

Amount

Capital

    

Reserve

    

(Deficits)

    

Income

    

 Interests

    

Equity

Balance, December 31, 2022

68,691,925

$

686,919

$

8,110,008

$

3,986,618

$

109,300,636

$

9,447,265

$

13,207,067

$

144,738,513

Profit (loss) for the year

 

 

 

(1,309,331)

 

 

(377,272)

 

(1,686,603)

Discontinuation of the equity method for an investment

Capital contribution from non-controlling interests of new consolidated subsidiaries

Dividend

Translation of foreign operations

 

 

 

 

 

 

(4,862,976)

 

(463,915)

 

(5,326,891)

Balance, June 30, 2023

 

68,691,925

 

686,919

 

8,110,008

 

3,986,618

 

107,991,305

 

4,584,289

 

12,365,880

 

137,725,019

    

    

    

    

    

Accumulated

    

    

Total

 

Common Stock

 

Additional

 

 

Retained

 

Other

 

 

Stockholders’

Number of

 

 Paid-in

Statutory

 

Earnings

 

Comprehensive

Non-controlling

 

(Deficit)

    

shares issued

    

Amount

    

Capital

    

Reserve

    

(Deficits)

    

Income

    

Interests

    

Equity

Balance, March 31, 2023

 

68,691,925

$

686,919

$

8,110,008

$

3,986,618

$

107,649,310

$

11,184,010

$

13,148,308

$

144,765,173

Profit (loss) for the year

 

 

341,995

 

 

(141,219)

 

200,776

Translation of foreign operations

(6,599,721)

(641,209)

(7,240,930)

Discontinuation of the equity method for an investment

Dividend

Capital contribution to a new consolidated subsidiary

 

 

 

 

 

 

 

 

Balance,June 30, 2023

 

68,691,925

 

686,919

 

8,110,008

 

3,986,618

 

107,991,305

 

4,584,289

 

12,365,880

 

137,725,019

See accompanying notes to consolidated financial statements.

5

SUNRISE REAL ESTATE GROUP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (UNAUDITED)

(Expressed in U.S. Dollars)

Accumulated

Total

 

Common Stock

 

Additional

 

 

Retained

 

Other

 

 

Stockholders’

Number of

 

 Paid-in

Statutory

 

Earnings

 

Comprehensive

Non-controlling

 

(Deficit)

    

shares issued

    

Amount

    

Capital

    

Reserve

    

(Deficits)

    

Income

    

Interests

    

Equity

Balance, December 31, 2021

 

68,691,925

$

686,919

$

8,050,008

$

3,986,618

$

117,729,224

$

24,738,423

$

15,430,432

$

170,621,624

Profit (loss) for the year

 

 

(447,257)

 

 

(2,124,456)

 

(2,571,713)

Discontinuation of the equity method for an investment

Capital contribution from non-controlling interests of new consolidated subsidiaries

Dividend

Translation of foreign operations

(8,888,248)

(680,821)

(9,569,069)

Balance, June 30, 2022

 

68,691,925

 

686,919

 

8,050,008

 

3,986,618

 

117,281,967

 

15,850,175

 

12,625,155

 

158,480,842

Accumulated

Total

Common Stock

Additional

Retained

Other

Stockholders’

Number of

Paid-in

Statutory

Earnings

Comprehensive

Non-controlling

(Deficit) 

    

shares issued

    

Amount

    

Capital

    

Reserve

    

(Deficits)

    

Income

    

 Interests

    

Equity

Balance, March 31, 2022

68,691,925

$

686,919

$

8,050,008

$

3,986,618

$

115,928,818

$

25,497,888

$

13,873,651

$

168,023,902

Profit (loss) for the year

 

 

 

1,353,149

(484,077)

869,072

Translation of foreign operations

(9,647,713)

(764,419)

(10,412,132)

Discontinuation of the equity method for an investment

Dividend

Capital contribution to a new consolidated subsidiary

 

 

 

 

 

 

Balance, June 30, 2022

 

68,691,925

686,919

8,050,008

3,986,618

117,281,967

15,850,175

12,625,155

158,480,842

See accompanying notes to consolidated financial statements.

6

SUNRISE REAL ESTATE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Expressed in U.S. Dollars)

    

Six Months Ended June 30,

    

2023

    

2022

Cash flows from operating activities

Net income (loss)

$

(1,686,603)

$

(2,571,713)

Adjustments to reconcile net income (loss) to net cash used in operating activities

Depreciation and amortization

 

1,179,643

 

820,935

Loss (Gain) on disposal of property, plant and equipment

 

32,902

 

16,660

Equity loss (gain) from investments in unconsolidated affiliate

 

 

Changes in assets and liabilities

Accounts receivable

 

18,513

 

12,768

Real estate property under development

 

(1,681,300)

 

26,428,443

Customer Deposits

 

(754,602)

 

(49,525,305)

Amount due from unconsolidated affiliates

 

1,751,782

 

432,503

Other receivables and deposits

 

(3,030,354)

 

38,807

Deferred tax assets

 

 

839,914

Net cash from directors

43,182

(47,150)

Accounts payable

 

4,968,945

 

(740,128)

Dividends

(10,329,001)

533,975

Other payables and accrued expenses

 

(102,177)

 

(453,503)

Other taxes payable

 

(13,160)

 

(138,609)

Income taxes payable

 

(949,342)

 

61,983

Net cash provided by (used in) operating activities

 

(10,551,572)

 

(24,290,420)

Cash flows from investing activities

Purchases of property and equipment

(4,164)

(85,166)

Net Cash from Transactional financial assets

 

293,145

 

(1,070,930)

Acquisition of investment

Dividend distribution of affiliate

 

 

Net cash provided by (used in) investing activities

 

288,981

 

(1,156,096)

Cash flows from financing activities

Restricted cash

 

 

Dividends paid to noncontrolling interests

 

 

Net cash provided (used in) financing activities

 

 

Effect of exchange rate changes on cash, cash equivalents and restricted cash

 

(2,659,654)

 

(4,405,686)

Net increase in cash, cash equivalents and restricted cash

 

(12,922,245)

 

(29,852,202)

Cash, cash equivalents and restricted cash at beginning of period

 

77,070,510

 

97,911,619

Cash, cash equivalents and restricted cash at end of period

$

64,148,265

$

68,059,417

Supplemental disclosure of cash flow information

Income taxes paid

$

1,361,466

$

1,333,212

Interest paid

 

 

See accompanying notes to consolidated financial statements.

7

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Sunrise Real Estate Group, Inc. “SRRE” was incorporated in Texas on October 10, 1996 under the name of Parallax Entertainment, Inc. SRRE together with its subsidiaries and equity investment described below is collectively referred to as “the Company”, “we”, “our” or “us”. The Company is primarily engaged in the provision of property brokerage services, which include property marketing, leasing and management services; and real estate development in the People’s Republic of China (the “PRC”).

As of June 30, 2023, the Company has the following major subsidiaries and equity investment.

% of Ownership

Relationship

 

Date of

Place of

 

held by the

 

with the

Company Name

    

Incorporation

    

Incorporation

    

Company

    

Company

    

Principal Activity

Sunrise Real Estate Development Group, Inc. (CY-SRRE)

 

April 30, 2004

 

Cayman Islands

 

100%

 

Subsidiary

 

Investment holding

Lin Ray Yang Enterprise Limited (“LRY”)

 

November 13, 2003

 

British Virgin Islands

 

100%

 

Subsidiary

 

Investment holding

Shangyang International Pte.Ltd (“SYSG”)

August 19, 2022

Singapore

100%

Subsidiary

Investment holding

Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”)

 

August 20, 2001

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Shanghai Shang Yang Real Estate consultation Company Limited (“SHSY”)

 

February 5, 2004

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Suzhou Shang Yang Real Estate Consultation Company Limited (“SZSY”)

 

November 24, 2006

 

PRC

 

75.25%1

 

Subsidiary

 

Property brokerage and management services

Suzhou Xi Ji Yang Real Estate Consultation Company Limited (“SZXJY”)

 

June 25, 2004

 

PRC

 

75%

 

Subsidiary

 

Property brokerage services

Linyi Shangyang Real Estate Development Company Limited (“LYSY”)

 

October 13, 2011

 

PRC

 

34%2

 

Subsidiary

 

Real estate development

Sanya Shang Yang Real Estate Consultation Company Limited (“SYSY”)

 

September 18, 2008

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Shanghai Rui Jian Design Company Limited (“SHRJ”)

 

August 15, 2011

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Linyi Rui Lin Construction and Design Company Limited (“LYRL”)

 

March 6, 2012

 

PRC

 

100%

 

Subsidiary

 

Investment holding

Wuhan Yuan Yu Long Real Estate Development Company Limited (“WHYYL”)

 

December 28, 2009

 

PRC

 

49%

 

Equity investment

 

Real estate development

Zhong Ji Pu Fa Real Estate Company Limited (SHGXL)

 

March 13, 2012

 

PRC

 

100%

 

Equity investment

 

Real estate development.

Shanghai Da Er Wei Trading Company Limited (“SHDEW”)

 

June 6, 2013

 

PRC

 

19.91%3

 

Equity investment

 

Import and export trading

Shanghai Hui Tian (“SHHT”)

 

July 25, 2014

 

PRC

 

100%

 

Subsidiary

 

Investment holding

Shanghai Taobuting Media Co., Ltd (TBT)

July 1, 2020

 

PRC

 

7.5%

 

Subsidiary

 

Streaming platform

Huai’an Zhanbao Industrial Co., Ltd. (“HAZB”)

December 6, 2018

PRC

78.46%4

Subsidiary

Investment holding

Huai’an Tianxi Real Estate Development Co., Ltd (“HATX”)

October, 2018

PRC

78.46%4

Subsidiary

Investment holding

1After an equity transaction in February 2015, the Company held equity in subsidiaries of SZSY as follows: SZXJY: 49%, SHXJY: 26% and Sunrise Real Estate Development Group, Inc. (CY-SRRE): 12.5%, totaling 75.25% equity interest in SZSY.
2The Company and a shareholder of LYSY, who holds 46% equity interest in LYSY, entered into a voting agreement that entitles the Company to exercise the voting rights in respect of her 46% equity interest in LYSY. The Company effectively holds 80% voting rights in LYSY and therefore considers LYSY as a subsidiary of the Company. On May 27, 2020, LYRL received 10% of the issued and outstanding shares of LYSY from Nanjing Longchang Real Estate Development Group. LYRL owned 34% of LYSY following the purchase.
3In December 2019, SHDEW issued an employee stock bonus where its employees received their vested shares. This resulted in the dilution of our ownership of SHDEW from 20.38% to 19.91%.
4We established HATX for real estate development in Huai’an through HAZB, of which we have 78.46% ownership.

The accompanying condensed consolidated balance sheet as of December 31, 2022, which has been derived from the audited consolidated financial statements and the accompanying unaudited condensed consolidated financial statements, has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United

8

States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations and the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, these condensed consolidated financial statements reflect all adjustments which are of a normal recurring nature and which are necessary to present fairly the financial position of Sunrise Real Estate as of June 30, 2022 and the results of operations for the six months ended June 30, 2023 and 2022, and the cash flows for the six months ended June 30, 2023 and 2022. These condensed consolidated financial statements and related notes should be read in conjunction with the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2022. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results which may be expected for the entire fiscal year.

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Principles of Consolidation

The condensed consolidated financial statements include the financial statements of Sunrise Real Estate Group, Inc. and its subsidiaries. All significant inter-company accounts and transactions have been eliminated on consolidation.

Investments in business entities, in which the Company does not have control but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method.

Foreign Currency Translation and Transactions

The functional currency of SRRE, CY-SRRE and LRY is U.S. dollars (“$”) and their financial records and the financial statements are maintained and prepared in U.S. dollars. The functional currency of the Company’s subsidiaries and affiliate in China is Renminbi (“RMB”) and their financial records and statements are maintained and prepared in RMB.

Foreign currency transactions during the period are translated into each company’s denominated currency at the exchange rates ruling at the transaction dates. Gains and losses resulting from foreign currency transactions are included in the consolidated statement of operations. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated into each company’s denominated currency at period-end exchange rates. All exchange differences are dealt with in the consolidated statements of operations.

The financial statements of the Company’s operations based outside of the United States have been translated into U.S. dollars in accordance with ASC830. Management has determined that the functional currency for each of the Company’s foreign operations is its applicable local currency. When translating functional currency financial statements into U.S. dollars, period-end exchange rates are applied to the condensed consolidated balance sheets, while average exchange rates as to revenues and expenses are applied to consolidated statements of operations. The effect of foreign currency translation adjustments is included as a component of accumulated other comprehensive income in shareholders’ equity.

The exchange rates as of June 30, 2023 and December 31, 2022 are $1: RMB7.2258 and $1: RMB6.9646, respectively.

The RMB is not freely convertible into foreign currency and all foreign exchange transaction must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rate used in translation.

Real Estate Property under Development

Real estate property under development, which consists of residential unit sites and commercial and residential unit sites under development, is stated at the lower of carrying amounts or fair value less selling costs.

9

Expenditures for land development, including cost of land use rights, deed tax, pre-development costs and engineering costs, are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales value of units to the estimated total sales value times the total project costs.

Costs of amenities transferred to buyers are allocated as common costs of the project that are allocated to specific units as a component of total construction costs. For amenities retained by the Company, costs in excess of the related fair value of the amenity are also treated as common costs. Results of operations of amenities retained by the Company are included in current operating results.

In accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), real estate property under development is subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the assets is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets.

In October 2011, we established LYSY and own 34% of the company. During the first quarter of 2012, we acquired approximately 103,385 square meters(“sqm”) for the purpose of developing villa-style residential housing. The LYSY project is divided into three phases. Phase 1 completed construction of 121 units in May 2015 and sold 119 units by the end of July 31, 2023. Phase 2 was divided into north and south areas and completed construction of 84 units as of the end of 2020. All units were sold during phase 2 by the end of July 31, 2023. Phase 3 began construction in the first quarter of 2021 and pre-sold 21 units out of 51 units as of the end of July 31, 2023. In September 2020, the Company expanded the Linyi project by purchasing an additional 54,312 sqm for 228 million RMB for future development.

In October 2018, HATX purchased property in Huai’an, Qingjiang Pu district with an area of 78,030sqm. In December 2018, we established HAZB with a 78.46% ownership for the purpose of real estate investment, and in March 2019, HAZB purchased 100% of HATX and its land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”) of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of July 31, 2023, the Company sold 665 units, respectively, out of 679 units of the first phase and sold 453 units out of 873 units of the second phase.

Long Term Investments

The Company accounts for long term investments in equities as follows:

Investment in Unconsolidated Affiliates

Affiliates are entities over which the Company has significant influence, but which it does not control. The Company generally considers an ownership interest of 20% or higher to represent significant influence. Investments in unconsolidated affiliates are accounted for by the equity method of accounting. Under this method, the Company’s share of the post-acquisition profits or losses of affiliates is recognized in the income statement and its shares of post-acquisition movements in other comprehensive income are recognized in other comprehensive income. Unrealized gains on transactions between the Company and its affiliates are eliminated to the extent of the Company’s interest in the affiliates; unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

When the Company’s share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company did not recognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate.

The Company is required to perform an impairment assessment of its investments whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. An impairment loss is recorded when there has been a loss in the value of the investment that is not temporary. The Company did not record any impairment losses in any of the periods reported.

Other Investments

Where the Company has no significant influence, the investment is classified as other assets in the balance sheet and is carried under the measurement alternative which is measured at cost less impairment, adjusted for observable price changes in orderly transactions

10

for an identical or similar investment of the same issuer. Investment income is recognized by the Company when the investee declares a dividend and the Company believes it is collectible. The Company periodically evaluates the carrying value of its investment under the measurement alternative method in the case of the investment in SHDEW and any decline in value is included in impairment of cost of the investment.

Revenue Recognition

Most of the Company’s revenue is derived from real estate sales in the PRC. The majority of the Company’s contracts contain a single performance obligation involving significant real estate development activities that are performed together to deliver a real estate property to customers. Revenues arising from real estate sales are recognized when or as the control of the asset is transferred to the customer. The control of the asset may transfer over time or at a point in time. For the sales of individual condominium units in a real estate development project, the Company has an enforceable right to payment for performance completed to date, revenue is recognized over time by measuring the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the asset.

All revenues represent gross revenues less sales and business tax.

ASC 606 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASC 606 also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, ASC 606 requires extensive disclosures.

The Company adopted ASC 606 on January 1, 2018 using the modified retrospective approach with no restatement of comparative periods and no cumulative-effect adjustment to retained earnings recognized as of the date of adoption. A significant portion of the Company’s revenue is derived from development and sales of condominium real estate property in the PRC, with revenue previously recognized using the percentage of completion method. Under the new standard, to recognize revenue over time similar to the percentage of completion method, contractual provisions need to provide the Company with an enforceable right to payment and the Company has no alternative use of the asset. Historically, all contracts executed contained an enforceable right to home purchase payments and the Company had no alternative use of assets, therefore, the adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements.

Net Earnings (Loss) per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share” (“ASC 260”). Under the provisions of ASC 260, basic net earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net earnings (loss) per share recognizes common stock equivalents, however; potential common stock in the diluted EPS computation is excluded in net loss periods, as their effect is anti-dilutive.

Recently Adopted Accounting Standards

In February 2016, the FASB issued ASU 2016-02 which establishes new accounting and disclosure requirements for leases. ASU No. 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASU 2016-02 in the first quarter of 2022 using the effective date approach to recognize and measure leases as of the adoption date. The Company has elected to utilize the available practical expedient to not separate lease components from non-lease components as well as the package of practical expedients that allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. At the date of adoption on January 1, 2022, this guidance had no impact to the Company’s condensed consolidated financial statements.

11

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, this ASU modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in this ASU are effective for the public companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard on January 1, 2022, which had no material impact to the Company’s condensed consolidated financial statements.

New Accounting Pronouncements

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss new accounting pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

NOTE 3 – RESTRICTED CASH

The Company is required to maintain certain deposits with the bank for those home buyers that have applied for a housing loan from their bank. This deposit is a percentage to each home buyer’s bank loan for the purpose of purchasing in our project. Once we complete the handover to the buyer, these deposits become unrestricted. As of June 30, 2023, and December 31, 2022, the Company held cash deposits of $45,789,248 and $43,869,156, respectively.

NOTE 4 – TRANSACTIONAL FINANCIAL ASSETS

As of June 30, 2023, we had $10,282,449 invested in bank wealth management investment products. The investments are short termed with maturity periods and can be rolled into a maturity date of our choosing or automatically rolled into subsequent maturity period. The annualized rate of return may range from 2.08% to 2.7% depending on the amount and time period invested.

NOTE 5 – REAL ESTATE PROPERTY UNDER DEVELOPMENT

Real estate property under development represents the Company’s real estate development project in Linyi (“Linyi Project”), which is located at the junction of Xiamen Road and Hong Kong Road in Linyi City Economic Development Zone, Shandong Province, PRC. This project covers a site area of approximately 103,385 sqm for the development of villa-style residential housing buildings. The Company acquired the site and commenced construction of this project during the fiscal year of 2012. We sold 119 of 121 Phase 1 villas and sold all 84 units in Phase 2 as of July 31, 2023. As to Phase 3, we pre-sold 21 units out of 51 units as of July 31, 2023.

In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030sqm. In December 2018 we established HAZB with a 78.46% ownership for the purpose of real estate investment and in March 2019, HAZB purchased 100% of HATX and tis land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”) of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of July 31, 2023, the Company sold 665 units, respectively, out of 679 units of the first phase and sold 453 out of 873 units of the second phase.

As of June 30, 2022, land use rights included in real estate property under development totaled $117,569,883.

12

NOTE 6 – OTHER RECEIVABLES AND DEPOSITS, NET

    

June 30, 

    

December 31, 

2023

2022

Advances to staff

$

320,856

 

372,262

Rental deposits

 

709,260

 

735,860

Prepaid expense

 

493,603

 

28,153

Prepaid tax

 

7,279,391

 

7,783,185

Other receivables

 

4,456,037

 

1,859,000

$

13,259,147

$

10,733,460

Other receivables and deposits as of June 30, 2023 and December 31, 2022 were stated net of allowance for doubtful accounts of $1,188,602 and $1,233,179, respectively.

NOTE 7 – PROPERTY AND EQUIPMENT, NET

    

June 30, 

    

December 31, 

2023

2022

Furniture and fixtures

$

255,329

$

233,960

Computer and office equipment

 

63,679

 

135,163

Motor vehicles

 

720,176

 

747,185

Properties

 

2,093,812

 

2,172,338

 

3,132,996

 

3,278,646

Less: Accumulated depreciation

 

(2,313,863)

 

(2,277,569)

$

819,133

$

1,001,077

Depreciation and amortization expense for property and equipment amounted to $1,179,643 and $820,935 for the six months ended June 30, 2023 and 2022, respectively.

NOTE 8 – INVESTMENT PROPERTIES, NET

    

June 30, 

    

December 31, 

2023

2022

Investment properties

$

32,161,696

$

33,367,887

Less: Accumulated depreciation

 

(11,002,253)

 

(10,694,748)

$

21,159,443

$

22,673,139

Depreciation and amortization expense for investment properties amounted to $1,061,518 and $774,249 for the six months ended June 30, 2023 and 2022, respectively.

NOTE 9 – INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE

The investments in unconsolidated affiliates primarily consist of SHDEW (19.91)%. As of June 30, 2023, the investment amount in SHDEW was $12,262,454 and SHTX was $27,679.

SHDEW was established in June 2013 as a skincare and cosmetic company. SHDEW is developing its own skincare products. SHDEW sells products under its own brands as well as the products of third parties. The products include skincare, cosmetics, personal care products such as soaps, shampoos, skin care devices and children’s apparel. SHDEW is improving its own online shopping platform where consumers can purchase its cosmetics and skincare products as well as products imported into China. The online shopping platform has been in operation since 2017.

13

NOTE 10 – OTHER INVESTMENTS, NET

According to ASU 2016-01, where the Company has no significant influence, the investment is classified as other investments in the balance sheet and is carried under the measurement alternative method. The measurement alternative measures the equity investment at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of June 30, 2023, and December 31, 2022, the carrying amount of the Company’s measurement alternative investments was  $629,100 and $652,693, respectively.

The Company performs impairment assessment of its investments under the measurement alternative whenever events or changes in circumstances indicate that the carrying value of the investment may not be fully recoverable. Impairment charges in connection with the measurement alternative investments of nil were recorded in others, net in the Consolidated Statements of Operations and Comprehensive Income/(Loss) for the periods ended June 30, 2023 and 2022, respectively.

NOTE 11 – GOODWILL

On April 4, 2020, the Company purchased 10% of LYSY from Nanjing Longchang Real Estate Development Group for 22.17 million RMB (approximately $3,398,213). As of June 30, 2023, the amount of $1,003,503 of goodwill represents the difference between the investment cost and book value, the company has not recorded any impairments of goodwill.

NOTE 12 – PROMISSORY NOTES PAYABLE

The promissory notes payable consists of the following unsecured notes to unrelated parties. Included in the balances are promissory notes with outstanding principal and unpaid interest of an aggregate of $1,383,930 and $1,435,833 as of June 30, 2023 and December 31, 2022, respectively.

The promissory note with a principal as of June 30, 2023 amounting to $691,965 bears interest at a rate of 0% per annum, is unsecured and has no fixed term of repayment. As of June 30, 2023, and December 31, 2022, the outstanding principal and unpaid interest related to this promissory note amounted to $691,965 and $717,917, respectively.

The promissory note with a principal as of June 30, 2023 amounting to $691,965 bears interest at a rate of 0% per annum, is unsecured and has no fixed term of repayment. As of June 30, 2023, and December 31, 2022, the outstanding principal and unpaid interest related to this promissory note amounted to $691,965 and $717,917, respectively.

For the six months ended June 30, 2023, the interest expense related to these promissory notes was $NIL.

NOTE 13 – AMOUNTS DUE TO DIRECTORS

    

June 30, 

    

December 31, 

2023

2022

Lin Chi-Jung

$

484,213

$

459,299

Lin Hsin-Hung

 

20,060

 

20,811

$

504,273

$

480,109

(a)The balances due to Lin Chi-Jung consist of temporary advances.

The balances are unsecured, interest-free and have no fixed term of repayment.

(b)The balances due to Lin Hsin-Hung are unsecured, interest-free and have no fixed term of repayment.

14

NOTE 14 – OTHER PAYABLES AND ACCRUED EXPENSES

    

June 30, 

    

December 31, 

2023

2022

Accrued staff commission and bonus

$

62,374

$

185,124

Rental deposits received

 

152,799

 

164,566

Bid bond

 

87,188

 

90,457

Dividends payable to non-controlling interest

 

186,214

 

193,198

Other payables

 

6,726,422

 

6,954,170

$

7,214,997

$

7,587,515

NOTE 15 – ACCOUNT PAYABLE

As of June 30, 2023, and December 31, 2022, the balances of accounts payable were $26,341,832 and $22,372,938 respectively. The balance of accounts payable as of June 30, 2023 included unpaid development fee of Linyi project of $4,588,476 and HATX project of $20,702,694. The remaining balance was due to agents of the operating business.

NOTE 16 – AMOUNT DUE TO AFFILIATES

As of June 30, 2023, the amount due to Shanghai Shengji (“SHSJ”), a shareholder of HATX, was $48,641,031 and JXSY was $490,361, was an intercompany transfer for day-to-day operations.

NOTE 17 – CUSTOMER DEPOSITS

Customer deposits consisted of the sales from real estate development project (the Linyi project and the HATX project) which cannot be recognized as revenue at the accounting period and deposits received for rental.

The Linyi project started pre-sales in November 2013 and in 2019, the Project recognized its revenue along with customer deposit; as of June 30, 2023, the pre-sales amounted to $7,085,740. The HATX project started pre-sales in December 2019; as of June 30, 2023, the pre-sales amounted to $25,638,714.

NOTE 18 – INCOME TAX PAYABLE

The 2017 Tax Act was enacted on December 22, 2017. Due to the complexities involved in the accounting for the 2017 Tax Act, the SEC issued SAB 118, which provides guidance on the application of US GAAP for income taxes in the period of enactment. SAB 118 requires companies to include in their financial statements a reasonable estimate of the impact of the 2017 Tax Act, to the extent such an estimate has been determined. As a result, our financial results reflect the income tax effects of the 2017 Tax Act for which the accounting is complete, as well as provisional amounts for those impacts for which the accounting is incomplete but a reasonable estimate could be determined.

NOTE 19 – COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

The Company leases certain of its office properties under non-cancellable operating lease arrangements. Payments under operating leases are expensed on a straight-line basis over the periods of their respective terms, and the terms of the leases do not contain rent escalation, or contingent rent, renewal, or purchase options. There are no restrictions placed upon the Company by entering into these leases. Rental expenses under operating leases for the six months ended June 30, 2023 and 2022 were $57,414 and $115,172, respectively.

15

As of June 30, 2023, the Company had the following operating lease obligations.

    

Amount

Within one year

$

10,843

Two to five years

 

$

10,843

NOTE 20 – STATUTORY RESERVE

According to the relevant corporation laws in the PRC, a PRC company is required to transfer at least 10% of its profit after taxes, as determined under accounting principles generally accepted in the PRC, to the statutory reserve until the balance reaches 50% of its registered capital. The statutory reserve can be used to make good on losses or to increase the capital of the relevant company.

According to the Law of the PRC on Enterprises with Wholly-Owned Foreign Investment, the Company PRC’s subsidiaries are required to make appropriations from after-tax profits as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) to non-distributable reserves. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion reserve and (iii) a staff bonus and welfare fund. A wholly-owned PRC subsidiary is not required to make appropriations to the enterprise expansion reserve but annual appropriations to the general reserve are required to be made at 10% of the profit after tax as determined under PRC GAAP at each year-end, until such fund has reached 50% of its respective registered capital. The staff welfare and bonus reserve are determined by the board of directors. The general reserve is used to offset future losses. The subsidiary may, upon a resolution passed by the stockholders, convert the general reserve into capital. The staff welfare and bonus reserve are used for the collective welfare of the employees of the subsidiary. The enterprise expansion reserve is for the expansion of the subsidiary operations and can be converted to capital subject to approval by the relevant authorities. These reserves represent appropriations of the retained earnings determined in accordance with Chinese law.

In addition to the general reserve, the Company’s PRC subsidiaries are required to obtain approval from the local PRC government prior to distributing any registered share capital. Accordingly, both the appropriations to general reserve and the registered share capital of the Company’s PRC subsidiary are considered as restricted net assets and are not distributable as cash dividends. As of June 30, 2023, and December 31, 2022, the Company’s statutory reserve fund was $3,986,618 and $3,986,618, respectively.

16

NOTE 21 - SEGMENT INFORMATION

The Company’s Chief Executive Officer and Chief Financial Officer have been identified as the chief operating decision makers. The Company’s chief operating decision makers direct the allocation of resources to operating segments based on the profitability and cash flows of each respective segment.

The Company evaluates performance based on several factors, including net revenue, cost of revenue, operating expenses, and income from operations. The following tables show the operations of the Company’s operating segments:

Three Months Ended June 30, 2023

Property

    

Brokerage

    

Real Estate

    

Investment

    

    

Services

    

Development

    

Transaction

    

Others

    

Total

Net revenues

    

$

$

7,042,904

$

$

$

7,042,904

Cost of revenues

 

 

(5,956,385)

 

 

 

(5,956,385)

Gross profit

 

 

1,086,519

 

 

 

1,086,519

Operating expenses

 

 

(493,861)

 

 

 

(490,120)

General and administrative expenses

 

 

(722,900)

 

 

(5,834)

 

(728,734)

Operating loss

 

 

(130,242)

 

 

(5,834)

 

(132,335)

Other income (expenses)

 

 

 

 

 

Interest income

 

76,081

 

170,819

 

 

1,516

 

248,416

Interest expense

 

(569,810)

 

(212,568)

 

 

 

(782,378)

Other income, Net

 

(188,615)

 

(2,630)

 

1,309,182

 

 

1,117,937

Total other (expenses) income

 

(682,344)

 

(44,379)

 

1,309,182

 

1,516

 

583,975

Income (loss) before income taxes

 

(682,344)

 

(174,621)

 

1,309,182

 

(4,318)

 

451,640

Income tax

 

(250,864)

 

 

 

 

(250,864)

Net Income(loss)

$

(933,208)

$

(174,621)

$

1,309,182

$

(4,318)

$

200,776

Six Months Ended June 30, 2023

Property

Brokerage

Real Estate

Investment

Services

Development

Transaction

Others

Total

Net revenues

    

$

202,009

    

$

12,574,657

    

$

    

$

    

$

12,776,666

Cost of revenues

 

(447,680)

 

(10,689,255)

 

 

 

(11,136,935)

Gross profit

 

(245,671)

 

1,885,402

 

 

 

1,639,731

Operating expenses

 

(86,428)

 

(854,171)

 

 

 

(940,599)

General and administrative expenses

 

(575,633)

 

(598,159)

 

 

(366,800)

 

(1,540,592)

Operating loss

 

(907,732)

 

433,072

 

 

(366,800)

 

(841,460)

Other income (expenses)

 

 

 

 

 

Interest income

 

16,853

 

300,334

 

 

178,234

 

495,420

Interest expense

 

 

(212,568)

 

 

(1,151,477)

 

(1,364,044)

Other income, Net

 

362,241

 

(2,913)

 

25,468

 

 

384,796

Total other (expenses) income

 

379,094

 

84,853

 

25,468

 

(973,243)

 

(483,828)

Income (loss) before income taxes

 

(528,638)

 

517,925

 

25,468

 

(1,340,043)

 

(1,325,288)

Income tax

 

(361,315)

 

 

 

 

(361,315)

Net Income(loss)

$

(889,953)

$

517,925

$

25,468

$

(1,340,043)

$

(1,686,603)

17

Three Months Ended June 30, 2022

    

Property

    

    

    

    

Brokerage

Real Estate

Investment

Services

    

Development

    

Transaction

    

Others

    

Total

Net revenues

$

14,496

$

34,625,035

$

$

$

34,639,531

Cost of revenues

 

153,943

 

(30,239,202)

 

 

 

(30,085,259)

Gross profit

 

168,440

 

4,385,832

 

 

 

4,554,272

Operating expenses

 

(1,986)

 

(221,170)

 

 

 

(223,156)

General and administrative expenses

 

(410,539)

 

(529,976)

 

 

(5,834)

 

113,603

Operating loss

 

(244,085)

 

4,694,638

 

 

(5,834)

 

4,444,719

Other income (expenses)

 

 

 

 

 

Interest income

 

(8,383)

 

218,526

 

 

1,516

 

211,659

Interest expense

 

678,941

 

(1,261,677)

 

 

 

(582,736)

Other income, Net

 

(1,951,556)

 

(45,358)

 

191,245

 

 

(1,805,669)

Total other (expenses) income

 

(1,280,998)

 

(1,088,509)

 

191,245

 

1,516

 

(2,176,746)

Income (loss) before income taxes

 

(1,525,084)

 

3,606,129

 

191,245

 

(4,318)

 

2,267,973

Income tax

 

(1,333,194)

 

 

 

 

(1,333,194)

Net Income(loss)

$

(2,858,278)

$

3,606,129

$

191,245

$

(4,318)

$

934,779

Six Months Ended June 30, 2022

    

Property

    

    

  

    

  

    

  

Brokerage

Real Estate

Investment

Services

Development

Transaction

Others

Total

Net revenues

$

202,264

$

45,677,672

$

$

$

45,879,936

Cost of revenues

 

(520,197)

 

(40,224,857)

 

 

 

(40,745,054)

Gross profit

 

(317,933)

 

5,452,815

 

 

 

5,134,882

Operating expenses

 

(408,210)

 

(544,375)

 

 

 

(952,585)

General and administrative expenses

 

(593,154)

 

(893,967)

 

 

(301,579)

 

(1,788,700)

Operating loss

 

(1,319,297)

 

4,014,473

 

 

(301,579)

 

2,393,597

Other income (expenses)

 

 

 

 

 

Interest income

 

5,691

 

460,939

 

 

501

 

467,131

Interest expense

 

1,350,322

 

(3,695,194)

 

 

 

(2,344,872)

Other income, Net

 

(1,782,544)

 

(54,579)

 

82,766

 

 

(1,754,357)

Total other (expenses) income

 

(426,531)

 

(3,288,834)

 

82,766

 

501

 

(3,632,098)

Income (loss) before income taxes

 

(1,745,829)

 

725,639

 

82,766

 

(301,078)

 

(1,238,501)

Income tax

 

(1,333,212)

 

 

 

 

(1,333,212)

Net Income(loss)

$

(3,079,041)

$

725,639

$

82,766

$

(301,078)

$

(2,571,713)

18

Property

Brokerage

Real Estate

Investment

Services

Development

Transaction

Others

Total

As of June 30, 2023

 

  

 

  

 

  

 

  

 

  

Real estate property under development

$

$

117,569,883

$

$

$

117,569,883

Total assets

 

14,376,766

 

145,225,314

 

23,201,682

 

74,418,625

 

257,222,387

As of June 30, 2022

 

 

 

 

 

Real estate property under development

144,238,751

144,238,751

Total assets

$

20,470,992

$

182,241,498

$

28,139,219

$

68,245,158

$

299,096,867

NOTE 22 – RELATED PARTY TRANSACTIONS

None.

NOTE 23 - SUBSEQUENT EVENT

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred from July 1, 2023, up through the date the Company issued the interim financial statements and identified no reportable events.

19

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF OPERATIONS

RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-Q

In addition to historical information, this Form 10-Q contains forward-looking statements. Forward-looking statements are based on our current beliefs and expectations, information currently available to us, estimates and projections about our industry, and certain assumptions made by our management. These statements are not historical facts. We use words such as “anticipates”, “expects”, “intends”, “plans”, “believes”, “seeks”, “estimates”, and similar expressions to identify our forward-looking statements, which include, among other things, our anticipated revenue and cost of our agency and investment business.

Because we are unable to control or predict many of the factors that will determine our future performance and financial results, including future economic, competitive, and market conditions, our forward-looking statements are not guarantees of future performance. They are subject to risks, uncertainties, and errors in assumptions that could cause our actual results to differ materially from those reflected in our forward-looking statements. We believe that the assumptions underlying our forward-looking statements are reasonable. However, the investor should not place undue reliance on these forward-looking statements. They only reflect our view and expectations as of the date of this Form 10-Q. We undertake no obligation to publicly update or revise any forward-looking statement in light of new information, future events, or other occurrences.

There are several risks and uncertainties, including those relating to our ability to raise money and grow our business and potential difficulties in integrating new acquisitions with our current operations, especially as they pertain to foreign markets and market conditions. These risks and uncertainties can materially affect the results predicted. The Company’s future operating results over both the short and long term will be subject to annual and quarterly fluctuations due to several factors, some of which are outside our control. These factors include but are not limited to fluctuating market demand for our services, and general economic conditions.

The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand Sunrise Real Estate Group, Inc. (“SRRE”). MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes.

OVERVIEW

In October 2004, the former shareholders of Sunrise Real Estate Development Group, Inc. (Cayman Islands) (“CY-SRRE”) and LIN RAY YANG Enterprise Ltd. (“LRY”) acquired a majority of our voting interests in share exchange. Before the completion of the share exchange, SRRE had no continuing operations, and its historical results would not be meaningful if combined with the historical results of CY-SRRE, LRY and their subsidiaries.

As a result of the acquisition, the former owners of CY-SRRE and LRY hold a majority interest in the combined entity. Generally accepted accounting principles require in certain circumstances that a company whose shareholders retain the majority voting interest in the combined business be treated as the acquirer for financial reporting purposes. Accordingly, the acquisition has been accounted for as a “reverse acquisition” arrangement whereby CY-SRRE and LRY are deemed to have purchased SRRE. However, SRRE remains the legal entity and the Registrant for Securities and Exchange Commission reporting purposes. The historical financial statements prior to October 5, 2004 are those of CY-SRRE and LRY and their subsidiaries. All equity information and per share data prior to the acquisition have been restated to reflect the stock issuance as a recapitalization of CY-SRRE and LRY.

SRRE and its subsidiaries, namely, CY-SRRE, LRY, Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”), Shanghai Shang Yang Real Estate Consultation Company, Ltd. (“SHSY”), Suzhou Gao Feng Hui Property Management Company, Ltd, (“SZGFH”), Suzhou Shang Yang Real Estate Consultation Company (“SZSY”), Suzhou Xin Ji Yang Real Estate Consultation Company, Ltd. (“SZXJY”), Linyi Shang Yang Real Estate Development Company Ltd (“LYSH”), Shangqiu Shang Yang Real Estate Consultation Company, Ltd., (“SQSY”), Wuhan Gao Feng Hui Consultation Company Ltd.(WHGFH), Sanya Shang Yang Real Estate Consultation Company, Ltd. (“SYSH”), Shanghai Rui Jian Design Company, Ltd., (“SHRJ”), and Wuhan Yuan Yu Long Real Estate Development Company, Ltd. (“WHYYL”) are sometimes hereinafter collectively referred to as “the Company”, “we”, “our” or “us”.

The principal activities of the Company are real estate development and sales, real estate investments, property leasing services and property management services in the PRC.

20

RECENT DEVELOPMENTS

Our major business is real estate development and sales, real estate marketing services, real estate investments, property leasing services, property management services, and real estate development in the PRC. Additionally, we expand our business to investment activities such as entity investments.

Since we started our agency sales operations in 2001, we have established a reputation as a sales and marketing agency for new projects. With our accumulated expertise and experience, we intend to take a more aggressive role by participating in property investments. We plan to select property developers with outstanding qualifications as our strategic partners, and continue to build strength in design, planning, positioning and marketing services.

In October 2011, we established LYSY and own 34% of the company. During the first quarter of 2012, we acquired approximately 103,385 square meters for the purpose of developing villa-style residential housing. The LYSY project has divided into three phases. Phase 1 has completed construction of 121 units in May 2015 and sold 119 units out of all 121 units as of July 31, 2023. Phase 2 was divided into north and south area and completed construction of 84 units at the end of 2020. All 84 units have been sold during phase 2 by July 31, 2023. Phase 3 began construction in first quarter of 2021and sold 21 units out of 51units as of July 31,2023. In September 2020, the Company expanded the Linyi project by purchasing additional 54,312 square meters in the amount of 228 million RMB for future development.

On March 13, 2014, the Company signed a joint development agreement with Zhongji Pufa Real Estate Co. (“SHGXL”). According to this agreement, the Company has obtained a right to develop the Guangxinglu (“GXL”) project, located at 182 lane Guangxinglu, Putuo district, Shanghai, PRC. This project covers a site area of approximately 2,502 square meters for the development of one apartment building. In 2016, the government issued a regulation prohibiting the by-unit sale of commercial-use buildings. The apartment unit sale for the GXL project was put on hold until the government reviewed our project’s status. During that time, we rented any unsold apartment units while not recognizing the units previously sold before the regulation. In March 2019, we received government confirmation that our project cannot be sold on a unit-by-unit basis going forward. The Company decided to continue operating the project by renting the units. These unsold units are recognized as investment in properties in Note 8. We also recognized all the units that were sold before the regulation in our financial statement for the fiscal year ended December 31, 2019.

SHDEW was established in June 2013 with its business as a skincare and cosmetic company. SHDEW develops its own skincare products as well as improving its online ecommerce platform. SHDEW sells products under its own brands as well as the products from third parties. The products include skincare, cosmetics, personal care products such as soaps, shampoos, skin care devices and children’s apparel. SHDEW has an online shopping app, “庭秘密,” where consumers can purchase its cosmetics and skincare products as well as products imported into China.

In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030 square meters. In December 2018, we established HAZB with a 78.46% ownership for the purpose of real estate investment and in March 2019, HAZB purchased 100% of HATX and its land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a GFA of 82,218 square meters totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 square meters totaling 873 units. As of July 31, 2023, the Company sold 665 units out of 679 units of the first phase and sold 453 out of 873 units of the second phase.

21

RECENTLY ADOPTED ACCOUNTING STANDARDS

In February 2016, the FASB issued ASU 2016-02 which establishes new accounting and disclosure requirements for leases. ASU No. 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASU 2016-02 in the first quarter of 2022 using the effective date approach to recognize and measure leases as of the adoption date. The Company has elected to utilize the available practical expedient to not separate lease components from non-lease components as well as the package of practical expedients that allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. At the date of adoption on January 1, 2022, this guidance had no impact to the Company’s condensed consolidated financial statements.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, this ASU modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in this ASU are effective for the public companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard on January 1, 2022, which had no material impact to the Company’s condensed consolidated financial statements.

NEW ACCOUNTING PRONOUNCEMENTS

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss new accounting pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These financial statements are prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenues and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to disclose the reported amounts of revenues and expenses incurred during the financial reporting period. The most significant estimates and assumptions include revenue recognition, and the useful lives and impairment of property and equipment, and investment properties, the valuation of real estate property under development, the recognition of government subsidies, and the provisions for income taxes. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this Form 10-Q reflect the more significant judgments and estimates used in preparation of our consolidated financial statements. We believe there have been no material changes to our critical accounting policies and estimates.

The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our condensed consolidated financial statements.

22

Revenue Recognition

Most of the Company’s revenue is derived from real estate sales in the PRC. The majority of the Company’s contracts contain a single performance obligation involving significant real estate development activities that are performed together to deliver a real estate property to customers. Revenues arising from real estate sales are recognized when or as the control of the asset is transferred to the customer. The control of the asset may transfer over time or at a point in time. For the sales of individual condominium units in a real estate development project, the Company has an enforceable right to payment for performance completed to date, revenue is recognized over time by measuring the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the asset.

All revenues represent gross revenues less sales and business tax.

ASC 606 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASC 606 also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, ASC 606 requires extensive disclosures.

The Company adopted ASC 606 on January 1, 2018 using the modified retrospective approach with no restatement of comparative periods and no cumulative-effect adjustment to retained earnings recognized as of the date of adoption. A significant portion of the Company’s revenue is derived from development and sales of condominium real estate property in the PRC, with revenue previously recognized using the percentage of completion method. Under the new standard, to recognize revenue over time similar to the percentage of completion method, contractual provisions need to provide the Company with an enforceable right to payment and the Company has no alternative use of the asset. Historically, all contracts executed contained an enforceable right to home purchase payments and the Company had no alternative use of assets, therefore, the adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements.

Real Estate Property under Development

Real estate property under development, which consists of residential unit sites and commercial and residential unit sites under development, is stated at the lower of carrying amounts or fair value less selling costs.

Expenditures for land development, including cost of land use rights, deed tax, pre-development costs and engineering costs, are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales value of units to the estimated total sales value times the total project costs.

Costs of amenities transferred to buyers are allocated as common costs of the project that are allocated to specific units as a component of total construction costs. For amenities retained by the Company, costs in excess of the related fair value of the amenity are also treated as common costs. Results of operations of amenities retained by the Company are included in current operating results.

In accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), real estate property under development is subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the assets is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets.

23

Income Taxes

The Company accounts for income taxes under ASC 740, Income Taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. Deferred tax assets or liabilities were off-set by a 100% valuation allowance; therefore there has been no recognized benefit as of June 30, 2023 and December 31, 2022.

RESULTS OF OPERATIONS

We provide the following discussion and analyses of our changes in financial condition and results of operations for the three months and six months periods ended June 30, 2023 with comparisons to the same periods ended June 30, 2022.

Revenue

The following table shows the net revenue detail by line of business:

Three Months Ended June 30,

    

Six Months Ended June 30,

    

2023

    

% to total

    

2022

    

% to total

    

% change

    

2023

    

% to total

    

2022

    

% to total

    

% change

Agency sales

 

 

 

 

Property management

132,174

1.9

108,966

0.3

21

485,878

 

3.8

 

432,635

 

0.9

 

12

House sales

6,910,729

98.1

34,948,572

99.7

(80)

12,290,788

 

96.2

 

45,447,301

 

99.1

 

(73)

Net revenues

7,042,903

100

35,057,538

100

(80)

12,776,666

 

100

 

45,879,936

 

100

 

(72)

The net revenue in the second quarter of 2023 was $7,042,903, which decreased 80% from $35,057,538 in the second quarter of 2022. The net revenue in the first two quarters of 2023 was $12,776,666, which represented a decrease of 72% from $45,879,936, in the first two quarter of 2022. In the second quarter of 2023, property management, and house sales represented 1.9%, and 98.1% of our net revenues, respectively. For the first two quarters of 2023, property management, and house sales represented 3.8%, and 96.2% of our net revenues, respectively. The decrease in net revenue in the first two quarter of 2023 was mainly due to less recognized sales revenue of the Huaian project in the first quarter of 2023. Property management and house sales are both part of our real estate development industry segment.

Property Management

Property management represented 3.8% of our revenue for the first two quarters of 2023 and revenue from property management increased by 12% compared with the same period in 2022.

House sales

For the first two quarters of 2023, the Company recognized revenue of house sales of Huaian project. House sales represented 96.2% of our revenue for the first two quarters of 2023.

24

Cost of Revenue

The following table shows the cost of revenue detail by line of business:

Three Months Ended June 30,

Six Months Ended June 30,

    

2023

    

% to total

    

2022

    

% to total

    

% change

    

2023

    

% to total

    

2022

    

% to total

    

% change

Agency sales

 

 

 

 

 

Property management

351,395

5.9

392,400

1.3

(10)

 

773,154

 

6.9

 

792,132

 

1.9

 

(2)

House sales

5,604,991

94.1

30,089,273

98.7

(81)

 

10,363,781

 

93.1

 

39,952,922

 

98.1

 

(74)

Cost of revenues

5,956,386

100

30,481,673

100

(80)

 

11,136,935

 

100

 

40,745,054

 

100

 

(73)

The cost of revenues for the second quarter of 2023 was $5,956,386, which decreased 80% from $30,481,673 during the second quarter of 2022. The cost of revenues for the first two quarters of 2023 was $11,136,935, which decreased 73% from $40,745,054 during the first two quarters of 2022. For the second quarter of 2023, property management, and house sales represented 5.9%, and 94.1% of our cost of revenues, respectively. For the first two quarters of 2023, property management, and house sales represented 6.9%, and 93.1% of our cost of revenues, respectively. The decrease in the cost of revenue in the second quarter and first two quarters of 2023 was mainly because the cost of revenue declined due to less house sales in the Huaian project Property management.

The cost of revenue for property management for the first two quarters of 2023 was $773,154, a decrease of 2% from $792,132 for the same period in 2022. This was mainly due to less business for the property management.

House sales

For the first two quarters of 2023, the Company recognized cost of revenue for house sales of the Huaian project. House sales represented 93.1% of our cost of revenue for the first two quarters of 2023.

Operating Expenses

The following table shows the operating expenses detail by line of business:

Three Months Ended June 30,

    

Six Months Ended June 30,

    

2023

    

% to total

    

2022

    

% to total

    

% change

    

2023

    

% to total

    

2022

    

% to total

    

% change

Agency sales

Property management

169,230

34.5

14,611

5.8

1,058

402,265

42.8

436,929

45.9

(8)

House sales

320,891

65.5

235,672

94.2

36

538,335

57.2

515,656

54.1

4

Operating expenses

490,121

100

250,283

100

96

940,599

100

952,585

100

(1)

25

The operating expenses for the second quarter of 2023 were $490,121, which increased 96% from $250,283 for the same period in 2022. The total operating expenses for the first two quarters of 2023 were $940,599, which decreased 1% from $952,585 for the same period in 2022. In the second quarter of 2023, property management, and house sales represented 34.5%, and 65.5% of the total operating expenses, respectively. For the first two quarters of 2023, property management, and house sales represented 42.8%, 57.2% of the total operating expenses, respectively. The decrease in the overall operating expense resulted from the decrease in house sales for the second quarter and the first two quarters of 2023.

Property management

The operating expenses for property management for the first two quarters of 2023 were $402,265, a decrease of 8% from $436,929 in the same period in 2022. The decrease is mainly due to consulting expenses relating to the business in the period in 2023.

House sales

The operating expenses for house sales for the first two quarters of 2023 were $538,335, which increased 4% from $515,656 for the same period in 2022.

General and Administrative Expenses

General and administrative expenses for the first two quarters of 2023 were $1,540,592, which decreased by 13.9% from $1,788,700 for same period in 2022.

Other income, net

Other income, net for the first two quarters of 2023 was the gain of $384,796, an increase of 122% from the loss $1,776,436 for the same period in 2022. The income increased mainly due to the paper loss of our stock market investment.

Major Related Party Transaction

A related party is an entity that can control or significantly influence the management or operating policies of another entity to the extent one of the entities may be prevented from pursuing its own interests. A related party may also be any party the entity deals with that can exercise that control.

Amount due to directors

The total amount due to directors as of June 30, 2023 was $4504,273. The amounts due are as follows:

Amount due to Lin Chi-Jung

The balances due to Lin Chi-Jung consist of temporary advances in the amount of $484,213 and are unsecured, interest-free and have no fixed term of repayment.

Amount due to Lin Hsin Hung

The amount of $20,060 represents the salary payable to Lin Hsin Hung.

Amount due to affiliate

The amounts due to SHSJ and JXSY, in the amounts of $48,641,031 and $490,361 were intercompany transfers for day to day operation.

26

LIQUIDITY AND CAPITAL RESOURCES

For the first two quarters of 2023, our principal sources of cash were revenues from our house sales collection and property management business, as well as the dividend receipt from the affiliates. Most of our cash resources were used to fund our property development investment and revenue related expenses, such as salaries and commissions paid to the sales force, daily administrative expenses and the maintenance of regional offices.

We ended the period with a cash position of $18,359,017.

The Company’s operating activities used cash in the amount of $10,551,572, which was primarily attributable to the dividends distribution.

The Company’s investing activities provided cash resources of $288,981, which was primarily attributable to the net cash from transaction financial assets.

The potential cash needs for 2023 include the investment in transactional financial assets, the rental guarantee payments and promissory deposits for various property projects as well as our development of the Linyi project and the Huai’an project.

Capital Resources

Considering our cash position, available credit facilities and cash generated from operating activities, we believe that we have sufficient funds to operate our existing business for the next twelve months. If our business otherwise grows more rapidly than we currently predict, we plan to raise funds through the issuance of additional shares of our equity securities in one or more public or private offerings. We will also consider raising funds through credit facilities obtained with lending institutions. There can be no guarantee that we will be able to obtain such funds through the issuance of debt or equity or obtain funds that are with terms satisfactory to management and our board of directors.

OFF BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A smaller reporting company is not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

A.Material weaknesses

As discussed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2022, we identified one material weakness in the design and operation of our internal controls. The material weakness is related to the Company’s accounting department personnel having limited knowledge and experience in U.S. GAAP. In response to the above identified material weakness and to continue strengthening the Company’s internal control over financial reporting, we are going to undertake the following remediation initiatives:

hiring additional personnel with sufficient knowledge and experience in U.S. GAAP; and
providing ongoing training course in U.S. GAAP to existing personnel, including our Chief Financial Officer and Financial Controller.

Since the first quarter of 2015, additional qualified accounting personnel have been hired and put into place to assist preparation of financial information, as required for interim and annual reporting, in accordance with generally accepted accounting principles in the

27

U.S. We will continue to monitor and assess our remediation activities to ensure that the aforementioned material weakness is remediated.

B.Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in the Company’s filings under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The Company’s management, with the participation of its principal executive and financial officers, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation and solely due to the unremediated material weakness described above, the Company’s principal executive and financial officers have concluded that such disclosure controls and procedures were ineffective for the purpose for which they were designed as of the end of such period. As a result of this conclusion, the financial statements for the period covered by this report were prepared with particular attention to the unremediated material weakness previously disclosed. Accordingly, management believes that the condensed consolidated financial statements included in this report fairly present, in all material respects, the Company’s financial condition, results of operations and cash flows as of and for the periods presented, in accordance with generally accepted accounting principles, notwithstanding the unremediated weaknesses.

C.Changes in Internal Control over Financial Reporting

Since the first quarter of 2015, we put into place additional qualified accounting personnel to address the aforementioned material weakness. This action strengthened our internal controls over financial reporting.

Except for the above, there was no change in the Company’s internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

28

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no material developments in any legal proceedings since the disclosures contained in the Registrant’s Form 10-K for the year ended December 31, 2022.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

29

ITEM 6. EXHIBITS

Exhibit 
Number

    

Description

 

 

 

31.1*

 

Section 302 Certification by the Corporation’s Chief Executive Officer.

 

 

 

31.2*

 

Section 302 Certification by the Corporation’s Chief Financial Officer.

 

 

 

32.1*

 

Section 1350 Certification by the Corporation’s Chief Executive Officer and Corporation’s Chief Financial Officer.

 

 

 

101

 

XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith

30

SIGNATURES

In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SUNRISE REAL ESTATE GROUP, INC.

Date: August 17, 2023

By: /s/ Zhang, Jian

 

Zhang, Jian, Chief Executive Officer, Principal Executive Officer

 

 

Date: August 17, 2023

 

By: /s/ Mi, Yong Jun

 

Mi, Yong Jun, Chief Financial Officer, Principal Financial Officer

 

31

EXHIBIT 31.1

Rules 13a−15(e) and 15d−15(e) and Rules 13a−15(f) Certification of Chief Executive Officer

I, Zhang, Jian, certify that:

1. I have reviewed this Quarterly Report for the six months ended June 30, 2023 on Form 10−Q of SUNRISE REAL ESTATE GROUP, INC.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a−15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: August 17, 2023

By:

/s/ Zhang, Jian

Zhang, Jian, Chief Executive Officer


EXHIBIT 31.2

Rules 13a−15(e) and 15d−15(e) and Rules 13a−15(f) Certification of Chief Financial Officer

I, Mi, Yong Jun, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SUNRISE REAL ESTATE GROUP, INC.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a−15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the small business issuer and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s I board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: August 17, 2023

By:

/s/ Mi, Yong Jun

Mi, Yong Jun, Chief Financial Officer, Principal Financial Officer


EXHIBIT 32.1

Section 1350 Certification

In connection with this Quarterly Report of SUNRISE REAL ESTATE GROUP, INC. (the “Company”) on Form 10−Q for the six months ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer and Chief Financial Officer of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002 that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request and for the periods indicated.

Date: August 17, 2023

By:

/s/ Zhang, Jian

Zhang, Jian Chief Executive Officer

Date: August 17, 2023

By:

/s/ Mi, Yong Jun

Mi, Yong Jun, Chief Financial Officer  


v3.23.2
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2023
Jul. 31, 2023
Document And Entity Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2023  
Document Transition Report false  
Entity File Number 000-32585  
Entity Registrant Name SUNRISE REAL ESTATE GROUP, INC.  
Entity Incorporation, State or Country Code TX  
Entity Tax Identification Number 75-2713701  
Entity Address, Address Line One No. 18, Panlong Road  
Entity Address, City or Town Shanghai  
Entity Address, Country CN  
Entity Address, Postal Zip Code 201702  
City Area Code + 86-21  
Local Phone Number 6067-3830  
Title of 12(b) Security None  
Trading Symbol srre  
Security Exchange Name NONE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   68,691,925
Entity Central Index Key 0001083490  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.23.2
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current assets    
Cash and cash equivalents $ 18,359,017 $ 33,201,354
Restricted cash 45,789,248 43,869,156
Transactional financial assets 10,282,449 10,960,511
Accounts receivable 179,325 204,518
Real estate property under development 117,569,883 120,302,022
Amount due from an unconsolidated affiliate 15,882,006 16,502,409
Other receivables and deposits, net 13,259,147 10,733,460
Total current assets 221,321,075 235,773,430
Property and equipment, net 819,133 1,001,077
Investment properties, net 21,159,443 22,673,139
Investment in an unconsolidated affiliate 12,290,133 12,751,061
Goodwill 1,003,503 1,243,194
Other investments 629,100 652,693
Total assets 257,222,387 274,094,594
Current liabilities    
Promissory notes payable 1,383,930 1,435,833
Accounts payable 26,341,832 22,372,938
Customer deposits 32,760,936 34,742,361
Other payables and accrued expenses 7,214,997 7,587,515
Other taxes payable 233,298 255,175
Income taxes payable 1,387,499 1,848,666
Dividends payable   10,303,789
Total current liabilities 118,958,157 128,277,659
Long-term income tax payable 539,211 1,078,422
Total liabilities 119,497,368 129,356,081
Commitments and contingencies
Shareholders' equity    
Common stock, par value $0.01 per share; 200,000,000 shares Authorized; 68,691,925 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively 686,919 686,919
Additional paid-in capital 8,110,008 8,110,008
Statutory reserve 3,986,618 3,986,618
Retained Earnings 107,991,305 109,300,636
Accumulated other comprehensive income 4,584,289 9,447,265
Total deficit of Sunrise Real Estate Group, Inc. 125,359,139 131,531,446
Non-controlling interests 12,365,880 13,207,067
Total shareholders' equity 137,725,019 144,738,513
Total liabilities and shareholders' equity 257,222,387 274,094,594
Affiliated Entity    
Current liabilities    
Amount due 49,131,392 49,251,273
Shareholders    
Current liabilities    
Amount due $ 504,273 $ 480,109
v3.23.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
CONDENSED CONSOLIDATED BALANCE SHEETS    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 68,691,925 68,691,925
Common stock, shares outstanding 68,691,925 68,691,925
v3.23.2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS        
Net revenues $ 7,042,904 $ 34,639,531 $ 12,776,666 $ 45,879,936
Cost of revenues (5,956,385) (30,085,259) (11,136,935) (40,745,054)
Gross profit (loss) 1,086,519 4,554,272 1,639,731 5,134,882
Operating expenses (490,120) (223,156) (940,599) (952,585)
General and administrative expenses (728,734) 113,603 (1,540,592) (1,788,700)
Operating profit (loss) (132,335) 4,444,719 (841,460) 2,393,597
Other income (expenses)        
Interest income 248,416 211,659 495,420 467,131
Interest expense (782,378) (582,736) (1,364,044) (2,344,872)
Equity in net gain (loss) of an affiliate   (434)   22,079
Other income (loss), net 1,117,937 (1,805,235) 384,796 (1,776,436)
Total other Income 583,975 (2,176,746) (483,828) (3,632,098)
Income (loss) before income taxes 451,640 2,267,973 (1,325,288) (1,238,501)
Income tax benefit (expense) (250,864) (1,333,194) (361,315) (1,333,212)
Net income (loss) 200,776 934,779 (1,686,603) (2,571,713)
Less: Net (income) loss attributable to non-controlling interests (141,219) (484,077) (377,272) (2,124,456)
Net income attributable to shareholders of Sunrise Real Estate Group, Inc. 341,995 1,418,856 (1,309,331) (447,257)
Other comprehensive income (loss) Foreign currency translation adjustment (7,240,930) (10,412,132) (5,326,891) (9,569,069)
Comprehensive income (loss) (7,040,154) (9,477,353) (7,013,494) (12,140,782)
Less: Comprehensive income (loss) attributable to non-controlling interests 782,428 1,248,496 841,187 2,805,277
Total comprehensive income (loss) attributable to shareholders $ (6,257,726) $ (8,228,857) $ (6,172,307) $ (9,335,505)
Earnings per share - basic $ 0.00 $ 0.02 $ (0.02) $ (0.01)
Earnings per share - diluted $ 0.00 $ 0.02 $ (0.02) $ (0.01)
Weighted average common shares outstanding - Basic 68,691,925 68,691,925 68,691,925 68,691,925
Weighted average common shares outstanding - Diluted 68,691,925 68,691,925 68,691,925 68,691,925
v3.23.2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
Common Stock
Additional Paid-in Capital
Statutory Reserve
Retained Earnings (Deficits)
Accumulated Other Comprehensive Income
Non-controlling Interests
Total
Beginning Balance at Dec. 31, 2021 $ 686,919 $ 8,050,008 $ 3,986,618 $ 117,729,224 $ 24,738,423 $ 15,430,432 $ 170,621,624
Beginning Balance (in shares) at Dec. 31, 2021 68,691,925            
Profit (loss) for the year       (447,257)   (2,124,456) (2,571,713)
Translation of foreign operations $ 0 0 0 0 (8,888,248) (680,821) (9,569,069)
Ending Balance at Jun. 30, 2022 $ 686,919 8,050,008 3,986,618 117,281,967 15,850,175 12,625,155 158,480,842
Ending Balance (in shares) at Jun. 30, 2022 68,691,925            
Beginning Balance at Mar. 31, 2022 $ 686,919 8,050,008 3,986,618 115,928,818 25,497,888 13,873,651 168,023,902
Beginning Balance (in shares) at Mar. 31, 2022 68,691,925            
Profit (loss) for the year       1,353,149   (484,077) 869,072
Translation of foreign operations         (9,647,713) (764,419) (10,412,132)
Ending Balance at Jun. 30, 2022 $ 686,919 8,050,008 3,986,618 117,281,967 15,850,175 12,625,155 158,480,842
Ending Balance (in shares) at Jun. 30, 2022 68,691,925            
Beginning Balance at Dec. 31, 2022 $ 686,919 8,110,008 3,986,618 109,300,636 9,447,265 13,207,067 144,738,513
Beginning Balance (in shares) at Dec. 31, 2022 68,691,925            
Profit (loss) for the year       (1,309,331)   (377,272) (1,686,603)
Translation of foreign operations $ 0 0 0 0 (4,862,976) (463,915) (5,326,891)
Ending Balance at Jun. 30, 2023 $ 686,919 8,110,008 3,986,618 107,991,305 4,584,289 12,365,880 137,725,019
Ending Balance (in shares) at Jun. 30, 2023 68,691,925            
Beginning Balance at Mar. 31, 2023 $ 686,919 8,110,008 3,986,618 107,649,310 11,184,010 13,148,308 144,765,173
Beginning Balance (in shares) at Mar. 31, 2023 68,691,925            
Profit (loss) for the year       341,995   (141,219) 200,776
Translation of foreign operations         (6,599,721) (641,209) (7,240,930)
Ending Balance at Jun. 30, 2023 $ 686,919 $ 8,110,008 $ 3,986,618 $ 107,991,305 $ 4,584,289 $ 12,365,880 $ 137,725,019
Ending Balance (in shares) at Jun. 30, 2023 68,691,925            
v3.23.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Cash flows from operating activities    
Net income (loss) $ (1,686,603) $ (2,571,713)
Adjustments to reconcile net income (loss) to net cash used in operating activities    
Depreciation and amortization 1,179,643 820,935
Loss (Gain) on disposal of property, plant and equipment 32,902 16,660
Changes in assets and liabilities    
Accounts receivable 18,513 12,768
Real estate property under development (1,681,300) 26,428,443
Customer Deposits (754,602) (49,525,305)
Amount due from unconsolidated affiliates 1,751,782 432,503
Other receivables and deposits (3,030,354) 38,807
Deferred tax assets   839,914
Net cash from directors 43,182 (47,150)
Accounts payable 4,968,945 (740,128)
Dividends (10,329,001) 533,975
Other payables and accrued expenses (102,177) (453,503)
Other taxes payable (13,160) (138,609)
Income taxes payable (949,342) 61,983
Net cash provided by (used in) operating activities (10,551,572) (24,290,420)
Cash flows from investing activities    
Purchases of property and equipment (4,164) (85,166)
Net Cash from Transactional financial assets 293,145 (1,070,930)
Net cash provided by (used in) investing activities 288,981 (1,156,096)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (2,659,654) (4,405,686)
Net increase in cash, cash equivalents and restricted cash (12,922,245) (29,852,202)
Cash, cash equivalents and restricted cash at beginning of period 77,070,510 97,911,619
Cash, cash equivalents and restricted cash at end of period 64,148,265 68,059,417
Supplemental disclosure of cash flow information    
Income taxes paid 1,361,466 1,333,212
Interest paid $ 0 $ 0
v3.23.2
ORGANIZATION AND DESCRIPTION OF BUSINESS
6 Months Ended
Jun. 30, 2023
ORGANIZATION AND DESCRIPTION OF BUSINESS  
ORGANIZATION AND DESCRIPTION OF BUSINESS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Sunrise Real Estate Group, Inc. “SRRE” was incorporated in Texas on October 10, 1996 under the name of Parallax Entertainment, Inc. SRRE together with its subsidiaries and equity investment described below is collectively referred to as “the Company”, “we”, “our” or “us”. The Company is primarily engaged in the provision of property brokerage services, which include property marketing, leasing and management services; and real estate development in the People’s Republic of China (the “PRC”).

As of June 30, 2023, the Company has the following major subsidiaries and equity investment.

% of Ownership

Relationship

 

Date of

Place of

 

held by the

 

with the

Company Name

    

Incorporation

    

Incorporation

    

Company

    

Company

    

Principal Activity

Sunrise Real Estate Development Group, Inc. (CY-SRRE)

 

April 30, 2004

 

Cayman Islands

 

100%

 

Subsidiary

 

Investment holding

Lin Ray Yang Enterprise Limited (“LRY”)

 

November 13, 2003

 

British Virgin Islands

 

100%

 

Subsidiary

 

Investment holding

Shangyang International Pte.Ltd (“SYSG”)

August 19, 2022

Singapore

100%

Subsidiary

Investment holding

Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”)

 

August 20, 2001

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Shanghai Shang Yang Real Estate consultation Company Limited (“SHSY”)

 

February 5, 2004

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Suzhou Shang Yang Real Estate Consultation Company Limited (“SZSY”)

 

November 24, 2006

 

PRC

 

75.25%1

 

Subsidiary

 

Property brokerage and management services

Suzhou Xi Ji Yang Real Estate Consultation Company Limited (“SZXJY”)

 

June 25, 2004

 

PRC

 

75%

 

Subsidiary

 

Property brokerage services

Linyi Shangyang Real Estate Development Company Limited (“LYSY”)

 

October 13, 2011

 

PRC

 

34%2

 

Subsidiary

 

Real estate development

Sanya Shang Yang Real Estate Consultation Company Limited (“SYSY”)

 

September 18, 2008

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Shanghai Rui Jian Design Company Limited (“SHRJ”)

 

August 15, 2011

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Linyi Rui Lin Construction and Design Company Limited (“LYRL”)

 

March 6, 2012

 

PRC

 

100%

 

Subsidiary

 

Investment holding

Wuhan Yuan Yu Long Real Estate Development Company Limited (“WHYYL”)

 

December 28, 2009

 

PRC

 

49%

 

Equity investment

 

Real estate development

Zhong Ji Pu Fa Real Estate Company Limited (SHGXL)

 

March 13, 2012

 

PRC

 

100%

 

Equity investment

 

Real estate development.

Shanghai Da Er Wei Trading Company Limited (“SHDEW”)

 

June 6, 2013

 

PRC

 

19.91%3

 

Equity investment

 

Import and export trading

Shanghai Hui Tian (“SHHT”)

 

July 25, 2014

 

PRC

 

100%

 

Subsidiary

 

Investment holding

Shanghai Taobuting Media Co., Ltd (TBT)

July 1, 2020

 

PRC

 

7.5%

 

Subsidiary

 

Streaming platform

Huai’an Zhanbao Industrial Co., Ltd. (“HAZB”)

December 6, 2018

PRC

78.46%4

Subsidiary

Investment holding

Huai’an Tianxi Real Estate Development Co., Ltd (“HATX”)

October, 2018

PRC

78.46%4

Subsidiary

Investment holding

1After an equity transaction in February 2015, the Company held equity in subsidiaries of SZSY as follows: SZXJY: 49%, SHXJY: 26% and Sunrise Real Estate Development Group, Inc. (CY-SRRE): 12.5%, totaling 75.25% equity interest in SZSY.
2The Company and a shareholder of LYSY, who holds 46% equity interest in LYSY, entered into a voting agreement that entitles the Company to exercise the voting rights in respect of her 46% equity interest in LYSY. The Company effectively holds 80% voting rights in LYSY and therefore considers LYSY as a subsidiary of the Company. On May 27, 2020, LYRL received 10% of the issued and outstanding shares of LYSY from Nanjing Longchang Real Estate Development Group. LYRL owned 34% of LYSY following the purchase.
3In December 2019, SHDEW issued an employee stock bonus where its employees received their vested shares. This resulted in the dilution of our ownership of SHDEW from 20.38% to 19.91%.
4We established HATX for real estate development in Huai’an through HAZB, of which we have 78.46% ownership.

The accompanying condensed consolidated balance sheet as of December 31, 2022, which has been derived from the audited consolidated financial statements and the accompanying unaudited condensed consolidated financial statements, has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United

States of America (“U.S. GAAP”) have been condensed or omitted pursuant to those rules and regulations and the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, these condensed consolidated financial statements reflect all adjustments which are of a normal recurring nature and which are necessary to present fairly the financial position of Sunrise Real Estate as of June 30, 2022 and the results of operations for the six months ended June 30, 2023 and 2022, and the cash flows for the six months ended June 30, 2023 and 2022. These condensed consolidated financial statements and related notes should be read in conjunction with the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2022. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of the results which may be expected for the entire fiscal year.

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
6 Months Ended
Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting and Principles of Consolidation

The condensed consolidated financial statements include the financial statements of Sunrise Real Estate Group, Inc. and its subsidiaries. All significant inter-company accounts and transactions have been eliminated on consolidation.

Investments in business entities, in which the Company does not have control but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method.

Foreign Currency Translation and Transactions

The functional currency of SRRE, CY-SRRE and LRY is U.S. dollars (“$”) and their financial records and the financial statements are maintained and prepared in U.S. dollars. The functional currency of the Company’s subsidiaries and affiliate in China is Renminbi (“RMB”) and their financial records and statements are maintained and prepared in RMB.

Foreign currency transactions during the period are translated into each company’s denominated currency at the exchange rates ruling at the transaction dates. Gains and losses resulting from foreign currency transactions are included in the consolidated statement of operations. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated into each company’s denominated currency at period-end exchange rates. All exchange differences are dealt with in the consolidated statements of operations.

The financial statements of the Company’s operations based outside of the United States have been translated into U.S. dollars in accordance with ASC830. Management has determined that the functional currency for each of the Company’s foreign operations is its applicable local currency. When translating functional currency financial statements into U.S. dollars, period-end exchange rates are applied to the condensed consolidated balance sheets, while average exchange rates as to revenues and expenses are applied to consolidated statements of operations. The effect of foreign currency translation adjustments is included as a component of accumulated other comprehensive income in shareholders’ equity.

The exchange rates as of June 30, 2023 and December 31, 2022 are $1: RMB7.2258 and $1: RMB6.9646, respectively.

The RMB is not freely convertible into foreign currency and all foreign exchange transaction must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rate used in translation.

Real Estate Property under Development

Real estate property under development, which consists of residential unit sites and commercial and residential unit sites under development, is stated at the lower of carrying amounts or fair value less selling costs.

Expenditures for land development, including cost of land use rights, deed tax, pre-development costs and engineering costs, are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales value of units to the estimated total sales value times the total project costs.

Costs of amenities transferred to buyers are allocated as common costs of the project that are allocated to specific units as a component of total construction costs. For amenities retained by the Company, costs in excess of the related fair value of the amenity are also treated as common costs. Results of operations of amenities retained by the Company are included in current operating results.

In accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), real estate property under development is subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the assets is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets.

In October 2011, we established LYSY and own 34% of the company. During the first quarter of 2012, we acquired approximately 103,385 square meters(“sqm”) for the purpose of developing villa-style residential housing. The LYSY project is divided into three phases. Phase 1 completed construction of 121 units in May 2015 and sold 119 units by the end of July 31, 2023. Phase 2 was divided into north and south areas and completed construction of 84 units as of the end of 2020. All units were sold during phase 2 by the end of July 31, 2023. Phase 3 began construction in the first quarter of 2021 and pre-sold 21 units out of 51 units as of the end of July 31, 2023. In September 2020, the Company expanded the Linyi project by purchasing an additional 54,312 sqm for 228 million RMB for future development.

In October 2018, HATX purchased property in Huai’an, Qingjiang Pu district with an area of 78,030sqm. In December 2018, we established HAZB with a 78.46% ownership for the purpose of real estate investment, and in March 2019, HAZB purchased 100% of HATX and its land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”) of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of July 31, 2023, the Company sold 665 units, respectively, out of 679 units of the first phase and sold 453 units out of 873 units of the second phase.

Long Term Investments

The Company accounts for long term investments in equities as follows:

Investment in Unconsolidated Affiliates

Affiliates are entities over which the Company has significant influence, but which it does not control. The Company generally considers an ownership interest of 20% or higher to represent significant influence. Investments in unconsolidated affiliates are accounted for by the equity method of accounting. Under this method, the Company’s share of the post-acquisition profits or losses of affiliates is recognized in the income statement and its shares of post-acquisition movements in other comprehensive income are recognized in other comprehensive income. Unrealized gains on transactions between the Company and its affiliates are eliminated to the extent of the Company’s interest in the affiliates; unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

When the Company’s share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company did not recognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate.

The Company is required to perform an impairment assessment of its investments whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. An impairment loss is recorded when there has been a loss in the value of the investment that is not temporary. The Company did not record any impairment losses in any of the periods reported.

Other Investments

Where the Company has no significant influence, the investment is classified as other assets in the balance sheet and is carried under the measurement alternative which is measured at cost less impairment, adjusted for observable price changes in orderly transactions

for an identical or similar investment of the same issuer. Investment income is recognized by the Company when the investee declares a dividend and the Company believes it is collectible. The Company periodically evaluates the carrying value of its investment under the measurement alternative method in the case of the investment in SHDEW and any decline in value is included in impairment of cost of the investment.

Revenue Recognition

Most of the Company’s revenue is derived from real estate sales in the PRC. The majority of the Company’s contracts contain a single performance obligation involving significant real estate development activities that are performed together to deliver a real estate property to customers. Revenues arising from real estate sales are recognized when or as the control of the asset is transferred to the customer. The control of the asset may transfer over time or at a point in time. For the sales of individual condominium units in a real estate development project, the Company has an enforceable right to payment for performance completed to date, revenue is recognized over time by measuring the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the asset.

All revenues represent gross revenues less sales and business tax.

ASC 606 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASC 606 also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, ASC 606 requires extensive disclosures.

The Company adopted ASC 606 on January 1, 2018 using the modified retrospective approach with no restatement of comparative periods and no cumulative-effect adjustment to retained earnings recognized as of the date of adoption. A significant portion of the Company’s revenue is derived from development and sales of condominium real estate property in the PRC, with revenue previously recognized using the percentage of completion method. Under the new standard, to recognize revenue over time similar to the percentage of completion method, contractual provisions need to provide the Company with an enforceable right to payment and the Company has no alternative use of the asset. Historically, all contracts executed contained an enforceable right to home purchase payments and the Company had no alternative use of assets, therefore, the adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements.

Net Earnings (Loss) per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share” (“ASC 260”). Under the provisions of ASC 260, basic net earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net earnings (loss) per share recognizes common stock equivalents, however; potential common stock in the diluted EPS computation is excluded in net loss periods, as their effect is anti-dilutive.

Recently Adopted Accounting Standards

In February 2016, the FASB issued ASU 2016-02 which establishes new accounting and disclosure requirements for leases. ASU No. 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASU 2016-02 in the first quarter of 2022 using the effective date approach to recognize and measure leases as of the adoption date. The Company has elected to utilize the available practical expedient to not separate lease components from non-lease components as well as the package of practical expedients that allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. At the date of adoption on January 1, 2022, this guidance had no impact to the Company’s condensed consolidated financial statements.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, this ASU modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in this ASU are effective for the public companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard on January 1, 2022, which had no material impact to the Company’s condensed consolidated financial statements.

New Accounting Pronouncements

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss new accounting pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

v3.23.2
RESTRICTED CASH
6 Months Ended
Jun. 30, 2023
RESTRICTED CASH  
RESTRICTED CASH

NOTE 3 – RESTRICTED CASH

The Company is required to maintain certain deposits with the bank for those home buyers that have applied for a housing loan from their bank. This deposit is a percentage to each home buyer’s bank loan for the purpose of purchasing in our project. Once we complete the handover to the buyer, these deposits become unrestricted. As of June 30, 2023, and December 31, 2022, the Company held cash deposits of $45,789,248 and $43,869,156, respectively.

v3.23.2
TRANSACTIONAL FINANCIAL ASSETS
6 Months Ended
Jun. 30, 2023
TRANSACTIONAL FINANCIAL ASSETS  
TRANSACTIONAL FINANCIAL ASSETS

NOTE 4 – TRANSACTIONAL FINANCIAL ASSETS

As of June 30, 2023, we had $10,282,449 invested in bank wealth management investment products. The investments are short termed with maturity periods and can be rolled into a maturity date of our choosing or automatically rolled into subsequent maturity period. The annualized rate of return may range from 2.08% to 2.7% depending on the amount and time period invested.

v3.23.2
REAL ESTATE PROPERTY UNDER DEVELOPMENT
6 Months Ended
Jun. 30, 2023
REAL ESTATE PROPERTY UNDER DEVELOPMENT  
REAL ESTATE PROPERTY UNDER DEVELOPMENT

NOTE 5 – REAL ESTATE PROPERTY UNDER DEVELOPMENT

Real estate property under development represents the Company’s real estate development project in Linyi (“Linyi Project”), which is located at the junction of Xiamen Road and Hong Kong Road in Linyi City Economic Development Zone, Shandong Province, PRC. This project covers a site area of approximately 103,385 sqm for the development of villa-style residential housing buildings. The Company acquired the site and commenced construction of this project during the fiscal year of 2012. We sold 119 of 121 Phase 1 villas and sold all 84 units in Phase 2 as of July 31, 2023. As to Phase 3, we pre-sold 21 units out of 51 units as of July 31, 2023.

In October 2018, HATX purchased the property in Huai’an, Qingjiang Pu district with an area of 78,030sqm. In December 2018 we established HAZB with a 78.46% ownership for the purpose of real estate investment and in March 2019, HAZB purchased 100% of HATX and tis land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”) of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of July 31, 2023, the Company sold 665 units, respectively, out of 679 units of the first phase and sold 453 out of 873 units of the second phase.

As of June 30, 2022, land use rights included in real estate property under development totaled $117,569,883.

v3.23.2
OTHER RECEIVABLES AND DEPOSITS, NET
6 Months Ended
Jun. 30, 2023
OTHER RECEIVABLES AND DEPOSITS, NET  
OTHER RECEIVABLES AND DEPOSITS, NET

NOTE 6 – OTHER RECEIVABLES AND DEPOSITS, NET

    

June 30, 

    

December 31, 

2023

2022

Advances to staff

$

320,856

 

372,262

Rental deposits

 

709,260

 

735,860

Prepaid expense

 

493,603

 

28,153

Prepaid tax

 

7,279,391

 

7,783,185

Other receivables

 

4,456,037

 

1,859,000

$

13,259,147

$

10,733,460

Other receivables and deposits as of June 30, 2023 and December 31, 2022 were stated net of allowance for doubtful accounts of $1,188,602 and $1,233,179, respectively.

v3.23.2
PROPERTY AND EQUIPMENT, NET
6 Months Ended
Jun. 30, 2023
PROPERTY AND EQUIPMENT, NET  
PROPERTY AND EQUIPMENT, NET

NOTE 7 – PROPERTY AND EQUIPMENT, NET

    

June 30, 

    

December 31, 

2023

2022

Furniture and fixtures

$

255,329

$

233,960

Computer and office equipment

 

63,679

 

135,163

Motor vehicles

 

720,176

 

747,185

Properties

 

2,093,812

 

2,172,338

 

3,132,996

 

3,278,646

Less: Accumulated depreciation

 

(2,313,863)

 

(2,277,569)

$

819,133

$

1,001,077

Depreciation and amortization expense for property and equipment amounted to $1,179,643 and $820,935 for the six months ended June 30, 2023 and 2022, respectively.

v3.23.2
INVESTMENT PROPERTIES, NET
6 Months Ended
Jun. 30, 2023
INVESTMENT PROPERTIES, NET  
INVESTMENT PROPERTIES, NET

NOTE 8 – INVESTMENT PROPERTIES, NET

    

June 30, 

    

December 31, 

2023

2022

Investment properties

$

32,161,696

$

33,367,887

Less: Accumulated depreciation

 

(11,002,253)

 

(10,694,748)

$

21,159,443

$

22,673,139

Depreciation and amortization expense for investment properties amounted to $1,061,518 and $774,249 for the six months ended June 30, 2023 and 2022, respectively.

v3.23.2
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE
6 Months Ended
Jun. 30, 2023
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE  
INVESTMENTS IN AND AMOUNT DUE FROM UNCONSOLIDATED AFFILIATES

NOTE 9 – INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE

The investments in unconsolidated affiliates primarily consist of SHDEW (19.91)%. As of June 30, 2023, the investment amount in SHDEW was $12,262,454 and SHTX was $27,679.

SHDEW was established in June 2013 as a skincare and cosmetic company. SHDEW is developing its own skincare products. SHDEW sells products under its own brands as well as the products of third parties. The products include skincare, cosmetics, personal care products such as soaps, shampoos, skin care devices and children’s apparel. SHDEW is improving its own online shopping platform where consumers can purchase its cosmetics and skincare products as well as products imported into China. The online shopping platform has been in operation since 2017.

v3.23.2
OTHER INVESTMENTS, NET
6 Months Ended
Jun. 30, 2023
OTHER INVESTMENTS, NET  
OTHER INVESTMENTS, NET

NOTE 10 – OTHER INVESTMENTS, NET

According to ASU 2016-01, where the Company has no significant influence, the investment is classified as other investments in the balance sheet and is carried under the measurement alternative method. The measurement alternative measures the equity investment at cost less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. As of June 30, 2023, and December 31, 2022, the carrying amount of the Company’s measurement alternative investments was  $629,100 and $652,693, respectively.

The Company performs impairment assessment of its investments under the measurement alternative whenever events or changes in circumstances indicate that the carrying value of the investment may not be fully recoverable. Impairment charges in connection with the measurement alternative investments of nil were recorded in others, net in the Consolidated Statements of Operations and Comprehensive Income/(Loss) for the periods ended June 30, 2023 and 2022, respectively.

v3.23.2
GOODWILL
6 Months Ended
Jun. 30, 2023
GOODWILL  
GOODWILL

NOTE 11 – GOODWILL

On April 4, 2020, the Company purchased 10% of LYSY from Nanjing Longchang Real Estate Development Group for 22.17 million RMB (approximately $3,398,213). As of June 30, 2023, the amount of $1,003,503 of goodwill represents the difference between the investment cost and book value, the company has not recorded any impairments of goodwill.

v3.23.2
PROMISSORY NOTES PAYABLE
6 Months Ended
Jun. 30, 2023
PROMISSORY NOTES PAYABLE  
PROMISSORY NOTES PAYABLE

NOTE 12 – PROMISSORY NOTES PAYABLE

The promissory notes payable consists of the following unsecured notes to unrelated parties. Included in the balances are promissory notes with outstanding principal and unpaid interest of an aggregate of $1,383,930 and $1,435,833 as of June 30, 2023 and December 31, 2022, respectively.

The promissory note with a principal as of June 30, 2023 amounting to $691,965 bears interest at a rate of 0% per annum, is unsecured and has no fixed term of repayment. As of June 30, 2023, and December 31, 2022, the outstanding principal and unpaid interest related to this promissory note amounted to $691,965 and $717,917, respectively.

The promissory note with a principal as of June 30, 2023 amounting to $691,965 bears interest at a rate of 0% per annum, is unsecured and has no fixed term of repayment. As of June 30, 2023, and December 31, 2022, the outstanding principal and unpaid interest related to this promissory note amounted to $691,965 and $717,917, respectively.

For the six months ended June 30, 2023, the interest expense related to these promissory notes was $NIL.

v3.23.2
AMOUNTS DUE TO DIRECTORS
6 Months Ended
Jun. 30, 2023
Directors  
AMOUNTS DUE TO DIRECTORS  
AMOUNTS DUE TO DIRECTORS

NOTE 13 – AMOUNTS DUE TO DIRECTORS

    

June 30, 

    

December 31, 

2023

2022

Lin Chi-Jung

$

484,213

$

459,299

Lin Hsin-Hung

 

20,060

 

20,811

$

504,273

$

480,109

(a)The balances due to Lin Chi-Jung consist of temporary advances.

The balances are unsecured, interest-free and have no fixed term of repayment.

(b)The balances due to Lin Hsin-Hung are unsecured, interest-free and have no fixed term of repayment.
v3.23.2
OTHER PAYABLES AND ACCRUED EXPENSES
6 Months Ended
Jun. 30, 2023
OTHER PAYABLES AND ACCRUED EXPENSES  
OTHER PAYABLES AND ACCRUED EXPENSES

NOTE 14 – OTHER PAYABLES AND ACCRUED EXPENSES

    

June 30, 

    

December 31, 

2023

2022

Accrued staff commission and bonus

$

62,374

$

185,124

Rental deposits received

 

152,799

 

164,566

Bid bond

 

87,188

 

90,457

Dividends payable to non-controlling interest

 

186,214

 

193,198

Other payables

 

6,726,422

 

6,954,170

$

7,214,997

$

7,587,515

v3.23.2
ACCOUNTS PAYABLE
6 Months Ended
Jun. 30, 2023
ACCOUNTS PAYABLE  
ACCOUNTS PAYABLE

NOTE 15 – ACCOUNT PAYABLE

As of June 30, 2023, and December 31, 2022, the balances of accounts payable were $26,341,832 and $22,372,938 respectively. The balance of accounts payable as of June 30, 2023 included unpaid development fee of Linyi project of $4,588,476 and HATX project of $20,702,694. The remaining balance was due to agents of the operating business.

v3.23.2
AMOUNT DUE TO AFFILIATES
6 Months Ended
Jun. 30, 2023
Due To Affiliate  
AMOUNT DUE TO AFFILIATES  
AMOUNT DUE TO AFFILIATES

NOTE 16 – AMOUNT DUE TO AFFILIATES

As of June 30, 2023, the amount due to Shanghai Shengji (“SHSJ”), a shareholder of HATX, was $48,641,031 and JXSY was $490,361, was an intercompany transfer for day-to-day operations.

v3.23.2
CUSTOMER DEPOSITS
6 Months Ended
Jun. 30, 2023
CUSTOMER DEPOSITS  
CUSTOMER DEPOSITS

NOTE 17 – CUSTOMER DEPOSITS

Customer deposits consisted of the sales from real estate development project (the Linyi project and the HATX project) which cannot be recognized as revenue at the accounting period and deposits received for rental.

The Linyi project started pre-sales in November 2013 and in 2019, the Project recognized its revenue along with customer deposit; as of June 30, 2023, the pre-sales amounted to $7,085,740. The HATX project started pre-sales in December 2019; as of June 30, 2023, the pre-sales amounted to $25,638,714.

v3.23.2
INCOME TAX PAYABLE
6 Months Ended
Jun. 30, 2023
INCOME TAX PAYABLE  
INCOME TAX PAYABLE

NOTE 18 – INCOME TAX PAYABLE

The 2017 Tax Act was enacted on December 22, 2017. Due to the complexities involved in the accounting for the 2017 Tax Act, the SEC issued SAB 118, which provides guidance on the application of US GAAP for income taxes in the period of enactment. SAB 118 requires companies to include in their financial statements a reasonable estimate of the impact of the 2017 Tax Act, to the extent such an estimate has been determined. As a result, our financial results reflect the income tax effects of the 2017 Tax Act for which the accounting is complete, as well as provisional amounts for those impacts for which the accounting is incomplete but a reasonable estimate could be determined.

v3.23.2
COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 30, 2023
COMMITMENTS AND CONTINGENCIES  
COMMITMENTS AND CONTINGENCIES

NOTE 19 – COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments

The Company leases certain of its office properties under non-cancellable operating lease arrangements. Payments under operating leases are expensed on a straight-line basis over the periods of their respective terms, and the terms of the leases do not contain rent escalation, or contingent rent, renewal, or purchase options. There are no restrictions placed upon the Company by entering into these leases. Rental expenses under operating leases for the six months ended June 30, 2023 and 2022 were $57,414 and $115,172, respectively.

As of June 30, 2023, the Company had the following operating lease obligations.

    

Amount

Within one year

$

10,843

Two to five years

 

$

10,843

v3.23.2
STATUTORY RESERVE
6 Months Ended
Jun. 30, 2023
STATUTORY RESERVE  
STATUTORY RESERVE

NOTE 20 – STATUTORY RESERVE

According to the relevant corporation laws in the PRC, a PRC company is required to transfer at least 10% of its profit after taxes, as determined under accounting principles generally accepted in the PRC, to the statutory reserve until the balance reaches 50% of its registered capital. The statutory reserve can be used to make good on losses or to increase the capital of the relevant company.

According to the Law of the PRC on Enterprises with Wholly-Owned Foreign Investment, the Company PRC’s subsidiaries are required to make appropriations from after-tax profits as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) to non-distributable reserves. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion reserve and (iii) a staff bonus and welfare fund. A wholly-owned PRC subsidiary is not required to make appropriations to the enterprise expansion reserve but annual appropriations to the general reserve are required to be made at 10% of the profit after tax as determined under PRC GAAP at each year-end, until such fund has reached 50% of its respective registered capital. The staff welfare and bonus reserve are determined by the board of directors. The general reserve is used to offset future losses. The subsidiary may, upon a resolution passed by the stockholders, convert the general reserve into capital. The staff welfare and bonus reserve are used for the collective welfare of the employees of the subsidiary. The enterprise expansion reserve is for the expansion of the subsidiary operations and can be converted to capital subject to approval by the relevant authorities. These reserves represent appropriations of the retained earnings determined in accordance with Chinese law.

In addition to the general reserve, the Company’s PRC subsidiaries are required to obtain approval from the local PRC government prior to distributing any registered share capital. Accordingly, both the appropriations to general reserve and the registered share capital of the Company’s PRC subsidiary are considered as restricted net assets and are not distributable as cash dividends. As of June 30, 2023, and December 31, 2022, the Company’s statutory reserve fund was $3,986,618 and $3,986,618, respectively.

v3.23.2
SEGMENT INFORMATION
6 Months Ended
Jun. 30, 2023
SEGMENT INFORMATION  
SEGMENT INFORMATION

NOTE 21 - SEGMENT INFORMATION

The Company’s Chief Executive Officer and Chief Financial Officer have been identified as the chief operating decision makers. The Company’s chief operating decision makers direct the allocation of resources to operating segments based on the profitability and cash flows of each respective segment.

The Company evaluates performance based on several factors, including net revenue, cost of revenue, operating expenses, and income from operations. The following tables show the operations of the Company’s operating segments:

Three Months Ended June 30, 2023

Property

    

Brokerage

    

Real Estate

    

Investment

    

    

Services

    

Development

    

Transaction

    

Others

    

Total

Net revenues

    

$

$

7,042,904

$

$

$

7,042,904

Cost of revenues

 

 

(5,956,385)

 

 

 

(5,956,385)

Gross profit

 

 

1,086,519

 

 

 

1,086,519

Operating expenses

 

 

(493,861)

 

 

 

(490,120)

General and administrative expenses

 

 

(722,900)

 

 

(5,834)

 

(728,734)

Operating loss

 

 

(130,242)

 

 

(5,834)

 

(132,335)

Other income (expenses)

 

 

 

 

 

Interest income

 

76,081

 

170,819

 

 

1,516

 

248,416

Interest expense

 

(569,810)

 

(212,568)

 

 

 

(782,378)

Other income, Net

 

(188,615)

 

(2,630)

 

1,309,182

 

 

1,117,937

Total other (expenses) income

 

(682,344)

 

(44,379)

 

1,309,182

 

1,516

 

583,975

Income (loss) before income taxes

 

(682,344)

 

(174,621)

 

1,309,182

 

(4,318)

 

451,640

Income tax

 

(250,864)

 

 

 

 

(250,864)

Net Income(loss)

$

(933,208)

$

(174,621)

$

1,309,182

$

(4,318)

$

200,776

Six Months Ended June 30, 2023

Property

Brokerage

Real Estate

Investment

Services

Development

Transaction

Others

Total

Net revenues

    

$

202,009

    

$

12,574,657

    

$

    

$

    

$

12,776,666

Cost of revenues

 

(447,680)

 

(10,689,255)

 

 

 

(11,136,935)

Gross profit

 

(245,671)

 

1,885,402

 

 

 

1,639,731

Operating expenses

 

(86,428)

 

(854,171)

 

 

 

(940,599)

General and administrative expenses

 

(575,633)

 

(598,159)

 

 

(366,800)

 

(1,540,592)

Operating loss

 

(907,732)

 

433,072

 

 

(366,800)

 

(841,460)

Other income (expenses)

 

 

 

 

 

Interest income

 

16,853

 

300,334

 

 

178,234

 

495,420

Interest expense

 

 

(212,568)

 

 

(1,151,477)

 

(1,364,044)

Other income, Net

 

362,241

 

(2,913)

 

25,468

 

 

384,796

Total other (expenses) income

 

379,094

 

84,853

 

25,468

 

(973,243)

 

(483,828)

Income (loss) before income taxes

 

(528,638)

 

517,925

 

25,468

 

(1,340,043)

 

(1,325,288)

Income tax

 

(361,315)

 

 

 

 

(361,315)

Net Income(loss)

$

(889,953)

$

517,925

$

25,468

$

(1,340,043)

$

(1,686,603)

Three Months Ended June 30, 2022

    

Property

    

    

    

    

Brokerage

Real Estate

Investment

Services

    

Development

    

Transaction

    

Others

    

Total

Net revenues

$

14,496

$

34,625,035

$

$

$

34,639,531

Cost of revenues

 

153,943

 

(30,239,202)

 

 

 

(30,085,259)

Gross profit

 

168,440

 

4,385,832

 

 

 

4,554,272

Operating expenses

 

(1,986)

 

(221,170)

 

 

 

(223,156)

General and administrative expenses

 

(410,539)

 

(529,976)

 

 

(5,834)

 

113,603

Operating loss

 

(244,085)

 

4,694,638

 

 

(5,834)

 

4,444,719

Other income (expenses)

 

 

 

 

 

Interest income

 

(8,383)

 

218,526

 

 

1,516

 

211,659

Interest expense

 

678,941

 

(1,261,677)

 

 

 

(582,736)

Other income, Net

 

(1,951,556)

 

(45,358)

 

191,245

 

 

(1,805,669)

Total other (expenses) income

 

(1,280,998)

 

(1,088,509)

 

191,245

 

1,516

 

(2,176,746)

Income (loss) before income taxes

 

(1,525,084)

 

3,606,129

 

191,245

 

(4,318)

 

2,267,973

Income tax

 

(1,333,194)

 

 

 

 

(1,333,194)

Net Income(loss)

$

(2,858,278)

$

3,606,129

$

191,245

$

(4,318)

$

934,779

Six Months Ended June 30, 2022

    

Property

    

    

  

    

  

    

  

Brokerage

Real Estate

Investment

Services

Development

Transaction

Others

Total

Net revenues

$

202,264

$

45,677,672

$

$

$

45,879,936

Cost of revenues

 

(520,197)

 

(40,224,857)

 

 

 

(40,745,054)

Gross profit

 

(317,933)

 

5,452,815

 

 

 

5,134,882

Operating expenses

 

(408,210)

 

(544,375)

 

 

 

(952,585)

General and administrative expenses

 

(593,154)

 

(893,967)

 

 

(301,579)

 

(1,788,700)

Operating loss

 

(1,319,297)

 

4,014,473

 

 

(301,579)

 

2,393,597

Other income (expenses)

 

 

 

 

 

Interest income

 

5,691

 

460,939

 

 

501

 

467,131

Interest expense

 

1,350,322

 

(3,695,194)

 

 

 

(2,344,872)

Other income, Net

 

(1,782,544)

 

(54,579)

 

82,766

 

 

(1,754,357)

Total other (expenses) income

 

(426,531)

 

(3,288,834)

 

82,766

 

501

 

(3,632,098)

Income (loss) before income taxes

 

(1,745,829)

 

725,639

 

82,766

 

(301,078)

 

(1,238,501)

Income tax

 

(1,333,212)

 

 

 

 

(1,333,212)

Net Income(loss)

$

(3,079,041)

$

725,639

$

82,766

$

(301,078)

$

(2,571,713)

Property

Brokerage

Real Estate

Investment

Services

Development

Transaction

Others

Total

As of June 30, 2023

 

  

 

  

 

  

 

  

 

  

Real estate property under development

$

$

117,569,883

$

$

$

117,569,883

Total assets

 

14,376,766

 

145,225,314

 

23,201,682

 

74,418,625

 

257,222,387

As of June 30, 2022

 

 

 

 

 

Real estate property under development

144,238,751

144,238,751

Total assets

$

20,470,992

$

182,241,498

$

28,139,219

$

68,245,158

$

299,096,867

v3.23.2
RELATED PARTY TRANSACTIONS
6 Months Ended
Jun. 30, 2023
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

NOTE 22 – RELATED PARTY TRANSACTIONS

None.

v3.23.2
SUBSEQUENT EVENT
6 Months Ended
Jun. 30, 2023
SUBSEQUENT EVENT  
SUBSEQUENT EVENT

NOTE 23 - SUBSEQUENT EVENT

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred from July 1, 2023, up through the date the Company issued the interim financial statements and identified no reportable events.

v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
6 Months Ended
Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Basis of Accounting and Principles of Consolidation

Basis of Accounting and Principles of Consolidation

The condensed consolidated financial statements include the financial statements of Sunrise Real Estate Group, Inc. and its subsidiaries. All significant inter-company accounts and transactions have been eliminated on consolidation.

Investments in business entities, in which the Company does not have control but has the ability to exercise significant influence over operating and financial policies, are accounted for using the equity method.

Foreign Currency Translation and Transactions

Foreign Currency Translation and Transactions

The functional currency of SRRE, CY-SRRE and LRY is U.S. dollars (“$”) and their financial records and the financial statements are maintained and prepared in U.S. dollars. The functional currency of the Company’s subsidiaries and affiliate in China is Renminbi (“RMB”) and their financial records and statements are maintained and prepared in RMB.

Foreign currency transactions during the period are translated into each company’s denominated currency at the exchange rates ruling at the transaction dates. Gains and losses resulting from foreign currency transactions are included in the consolidated statement of operations. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated into each company’s denominated currency at period-end exchange rates. All exchange differences are dealt with in the consolidated statements of operations.

The financial statements of the Company’s operations based outside of the United States have been translated into U.S. dollars in accordance with ASC830. Management has determined that the functional currency for each of the Company’s foreign operations is its applicable local currency. When translating functional currency financial statements into U.S. dollars, period-end exchange rates are applied to the condensed consolidated balance sheets, while average exchange rates as to revenues and expenses are applied to consolidated statements of operations. The effect of foreign currency translation adjustments is included as a component of accumulated other comprehensive income in shareholders’ equity.

The exchange rates as of June 30, 2023 and December 31, 2022 are $1: RMB7.2258 and $1: RMB6.9646, respectively.

The RMB is not freely convertible into foreign currency and all foreign exchange transaction must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rate used in translation.

Real Estate Property under Development

Real Estate Property under Development

Real estate property under development, which consists of residential unit sites and commercial and residential unit sites under development, is stated at the lower of carrying amounts or fair value less selling costs.

Expenditures for land development, including cost of land use rights, deed tax, pre-development costs and engineering costs, are capitalized and allocated to development projects by the specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales value of units to the estimated total sales value times the total project costs.

Costs of amenities transferred to buyers are allocated as common costs of the project that are allocated to specific units as a component of total construction costs. For amenities retained by the Company, costs in excess of the related fair value of the amenity are also treated as common costs. Results of operations of amenities retained by the Company are included in current operating results.

In accordance with ASC 360, “Property, Plant and Equipment” (“ASC 360”), real estate property under development is subject to valuation adjustments when the carrying amount exceeds fair value. An impairment loss is recognized only if the carrying amount of the assets is not recoverable and exceeds fair value. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets.

In October 2011, we established LYSY and own 34% of the company. During the first quarter of 2012, we acquired approximately 103,385 square meters(“sqm”) for the purpose of developing villa-style residential housing. The LYSY project is divided into three phases. Phase 1 completed construction of 121 units in May 2015 and sold 119 units by the end of July 31, 2023. Phase 2 was divided into north and south areas and completed construction of 84 units as of the end of 2020. All units were sold during phase 2 by the end of July 31, 2023. Phase 3 began construction in the first quarter of 2021 and pre-sold 21 units out of 51 units as of the end of July 31, 2023. In September 2020, the Company expanded the Linyi project by purchasing an additional 54,312 sqm for 228 million RMB for future development.

In October 2018, HATX purchased property in Huai’an, Qingjiang Pu district with an area of 78,030sqm. In December 2018, we established HAZB with a 78.46% ownership for the purpose of real estate investment, and in March 2019, HAZB purchased 100% of HATX and its land usage rights to the Huai’an property. The Huai’an project, named Tianxi Times, started its first phase development in early 2019 with a gross floor area (“GFA”) of 82,218 sqm totaling 679 units, and started its second phase in 2020 with a GFA of 99,123 sqm totaling 873 units. As of July 31, 2023, the Company sold 665 units, respectively, out of 679 units of the first phase and sold 453 units out of 873 units of the second phase.

Long Term Investments

Long Term Investments

The Company accounts for long term investments in equities as follows:

Investment in Unconsolidated Affiliates

Affiliates are entities over which the Company has significant influence, but which it does not control. The Company generally considers an ownership interest of 20% or higher to represent significant influence. Investments in unconsolidated affiliates are accounted for by the equity method of accounting. Under this method, the Company’s share of the post-acquisition profits or losses of affiliates is recognized in the income statement and its shares of post-acquisition movements in other comprehensive income are recognized in other comprehensive income. Unrealized gains on transactions between the Company and its affiliates are eliminated to the extent of the Company’s interest in the affiliates; unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

When the Company’s share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company did not recognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate.

The Company is required to perform an impairment assessment of its investments whenever events or changes in business circumstances indicate that the carrying value of the investment may not be fully recoverable. An impairment loss is recorded when there has been a loss in the value of the investment that is not temporary. The Company did not record any impairment losses in any of the periods reported.

Other Investments

Where the Company has no significant influence, the investment is classified as other assets in the balance sheet and is carried under the measurement alternative which is measured at cost less impairment, adjusted for observable price changes in orderly transactions

for an identical or similar investment of the same issuer. Investment income is recognized by the Company when the investee declares a dividend and the Company believes it is collectible. The Company periodically evaluates the carrying value of its investment under the measurement alternative method in the case of the investment in SHDEW and any decline in value is included in impairment of cost of the investment.

Revenue Recognition

Revenue Recognition

Most of the Company’s revenue is derived from real estate sales in the PRC. The majority of the Company’s contracts contain a single performance obligation involving significant real estate development activities that are performed together to deliver a real estate property to customers. Revenues arising from real estate sales are recognized when or as the control of the asset is transferred to the customer. The control of the asset may transfer over time or at a point in time. For the sales of individual condominium units in a real estate development project, the Company has an enforceable right to payment for performance completed to date, revenue is recognized over time by measuring the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the asset.

All revenues represent gross revenues less sales and business tax.

ASC 606 requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied. ASC 606 also specifies the accounting for the incremental costs of obtaining a contract and the costs directly related to fulfilling a contract. In addition, ASC 606 requires extensive disclosures.

The Company adopted ASC 606 on January 1, 2018 using the modified retrospective approach with no restatement of comparative periods and no cumulative-effect adjustment to retained earnings recognized as of the date of adoption. A significant portion of the Company’s revenue is derived from development and sales of condominium real estate property in the PRC, with revenue previously recognized using the percentage of completion method. Under the new standard, to recognize revenue over time similar to the percentage of completion method, contractual provisions need to provide the Company with an enforceable right to payment and the Company has no alternative use of the asset. Historically, all contracts executed contained an enforceable right to home purchase payments and the Company had no alternative use of assets, therefore, the adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements.

Net Earnings (Loss) per Common Share

Net Earnings (Loss) per Common Share

The Company computes net earnings (loss) per share in accordance with ASC 260, “Earnings per Share” (“ASC 260”). Under the provisions of ASC 260, basic net earnings (loss) per share is computed by dividing net earnings (loss) available to common shareholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net earnings (loss) per share recognizes common stock equivalents, however; potential common stock in the diluted EPS computation is excluded in net loss periods, as their effect is anti-dilutive.

Recently Adopted Accounting Standards

Recently Adopted Accounting Standards

In February 2016, the FASB issued ASU 2016-02 which establishes new accounting and disclosure requirements for leases. ASU No. 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. ASU 2016-02 requires classification of all cash payments within operating activities in the statement of cash flows. Disclosures are required to provide the amount, timing and uncertainty of cash flows arising from leases. The Company adopted ASU 2016-02 in the first quarter of 2022 using the effective date approach to recognize and measure leases as of the adoption date. The Company has elected to utilize the available practical expedient to not separate lease components from non-lease components as well as the package of practical expedients that allows the Company not to reassess (1) whether any expired or existing contracts as of the adoption date are or contain a lease, (2) lease classification for any expired or existing leases as of the adoption date and (3) initial direct costs for any existing leases as of the adoption date. At the date of adoption on January 1, 2022, this guidance had no impact to the Company’s condensed consolidated financial statements.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which, among other things, provides guidance on how to account for contracts on an entity’s own equity. This ASU eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, this ASU modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS computation. The amendments in this ASU are effective for the public companies for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard on January 1, 2022, which had no material impact to the Company’s condensed consolidated financial statements.

New Accounting Pronouncements

New Accounting Pronouncements

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss new accounting pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

v3.23.2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Tables)
6 Months Ended
Jun. 30, 2023
ORGANIZATION AND DESCRIPTION OF BUSINESS  
Schedule of major subsidiaries and equity investments

% of Ownership

Relationship

 

Date of

Place of

 

held by the

 

with the

Company Name

    

Incorporation

    

Incorporation

    

Company

    

Company

    

Principal Activity

Sunrise Real Estate Development Group, Inc. (CY-SRRE)

 

April 30, 2004

 

Cayman Islands

 

100%

 

Subsidiary

 

Investment holding

Lin Ray Yang Enterprise Limited (“LRY”)

 

November 13, 2003

 

British Virgin Islands

 

100%

 

Subsidiary

 

Investment holding

Shangyang International Pte.Ltd (“SYSG”)

August 19, 2022

Singapore

100%

Subsidiary

Investment holding

Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”)

 

August 20, 2001

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Shanghai Shang Yang Real Estate consultation Company Limited (“SHSY”)

 

February 5, 2004

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Suzhou Shang Yang Real Estate Consultation Company Limited (“SZSY”)

 

November 24, 2006

 

PRC

 

75.25%1

 

Subsidiary

 

Property brokerage and management services

Suzhou Xi Ji Yang Real Estate Consultation Company Limited (“SZXJY”)

 

June 25, 2004

 

PRC

 

75%

 

Subsidiary

 

Property brokerage services

Linyi Shangyang Real Estate Development Company Limited (“LYSY”)

 

October 13, 2011

 

PRC

 

34%2

 

Subsidiary

 

Real estate development

Sanya Shang Yang Real Estate Consultation Company Limited (“SYSY”)

 

September 18, 2008

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Shanghai Rui Jian Design Company Limited (“SHRJ”)

 

August 15, 2011

 

PRC

 

100%

 

Subsidiary

 

Property brokerage services

Linyi Rui Lin Construction and Design Company Limited (“LYRL”)

 

March 6, 2012

 

PRC

 

100%

 

Subsidiary

 

Investment holding

Wuhan Yuan Yu Long Real Estate Development Company Limited (“WHYYL”)

 

December 28, 2009

 

PRC

 

49%

 

Equity investment

 

Real estate development

Zhong Ji Pu Fa Real Estate Company Limited (SHGXL)

 

March 13, 2012

 

PRC

 

100%

 

Equity investment

 

Real estate development.

Shanghai Da Er Wei Trading Company Limited (“SHDEW”)

 

June 6, 2013

 

PRC

 

19.91%3

 

Equity investment

 

Import and export trading

Shanghai Hui Tian (“SHHT”)

 

July 25, 2014

 

PRC

 

100%

 

Subsidiary

 

Investment holding

Shanghai Taobuting Media Co., Ltd (TBT)

July 1, 2020

 

PRC

 

7.5%

 

Subsidiary

 

Streaming platform

Huai’an Zhanbao Industrial Co., Ltd. (“HAZB”)

December 6, 2018

PRC

78.46%4

Subsidiary

Investment holding

Huai’an Tianxi Real Estate Development Co., Ltd (“HATX”)

October, 2018

PRC

78.46%4

Subsidiary

Investment holding

1After an equity transaction in February 2015, the Company held equity in subsidiaries of SZSY as follows: SZXJY: 49%, SHXJY: 26% and Sunrise Real Estate Development Group, Inc. (CY-SRRE): 12.5%, totaling 75.25% equity interest in SZSY.
2The Company and a shareholder of LYSY, who holds 46% equity interest in LYSY, entered into a voting agreement that entitles the Company to exercise the voting rights in respect of her 46% equity interest in LYSY. The Company effectively holds 80% voting rights in LYSY and therefore considers LYSY as a subsidiary of the Company. On May 27, 2020, LYRL received 10% of the issued and outstanding shares of LYSY from Nanjing Longchang Real Estate Development Group. LYRL owned 34% of LYSY following the purchase.
3In December 2019, SHDEW issued an employee stock bonus where its employees received their vested shares. This resulted in the dilution of our ownership of SHDEW from 20.38% to 19.91%.
4We established HATX for real estate development in Huai’an through HAZB, of which we have 78.46% ownership.

v3.23.2
OTHER RECEIVABLES AND DEPOSITS, NET (Tables)
6 Months Ended
Jun. 30, 2023
OTHER RECEIVABLES AND DEPOSITS, NET  
Schedule of other receivables and deposit

    

June 30, 

    

December 31, 

2023

2022

Advances to staff

$

320,856

 

372,262

Rental deposits

 

709,260

 

735,860

Prepaid expense

 

493,603

 

28,153

Prepaid tax

 

7,279,391

 

7,783,185

Other receivables

 

4,456,037

 

1,859,000

$

13,259,147

$

10,733,460

v3.23.2
PROPERTY AND EQUIPMENT, NET (Tables)
6 Months Ended
Jun. 30, 2023
PROPERTY AND EQUIPMENT, NET  
Schedule of property and equipment, net

    

June 30, 

    

December 31, 

2023

2022

Furniture and fixtures

$

255,329

$

233,960

Computer and office equipment

 

63,679

 

135,163

Motor vehicles

 

720,176

 

747,185

Properties

 

2,093,812

 

2,172,338

 

3,132,996

 

3,278,646

Less: Accumulated depreciation

 

(2,313,863)

 

(2,277,569)

$

819,133

$

1,001,077

v3.23.2
INVESTMENT PROPERTIES, NET (Tables)
6 Months Ended
Jun. 30, 2023
INVESTMENT PROPERTIES, NET  
Schedule of investment properties, net

    

June 30, 

    

December 31, 

2023

2022

Investment properties

$

32,161,696

$

33,367,887

Less: Accumulated depreciation

 

(11,002,253)

 

(10,694,748)

$

21,159,443

$

22,673,139

v3.23.2
AMOUNTS DUE TO DIRECTORS (Tables)
6 Months Ended
Jun. 30, 2023
AMOUNTS DUE TO DIRECTORS  
Schedule of amounts due to directors

    

June 30, 

    

December 31, 

2023

2022

Lin Chi-Jung

$

484,213

$

459,299

Lin Hsin-Hung

 

20,060

 

20,811

$

504,273

$

480,109

(a)The balances due to Lin Chi-Jung consist of temporary advances.

The balances are unsecured, interest-free and have no fixed term of repayment.

(b)The balances due to Lin Hsin-Hung are unsecured, interest-free and have no fixed term of repayment.
v3.23.2
OTHER PAYABLES AND ACCRUED EXPENSES (Tables)
6 Months Ended
Jun. 30, 2023
OTHER PAYABLES AND ACCRUED EXPENSES  
Schedule of other payables and accrued expenses

    

June 30, 

    

December 31, 

2023

2022

Accrued staff commission and bonus

$

62,374

$

185,124

Rental deposits received

 

152,799

 

164,566

Bid bond

 

87,188

 

90,457

Dividends payable to non-controlling interest

 

186,214

 

193,198

Other payables

 

6,726,422

 

6,954,170

$

7,214,997

$

7,587,515

v3.23.2
COMMITMENTS AND CONTINGENCIES (Tables)
6 Months Ended
Jun. 30, 2023
COMMITMENTS AND CONTINGENCIES  
Schedule of operating lease obligations maturity

    

Amount

Within one year

$

10,843

Two to five years

 

$

10,843

v3.23.2
SEGMENT INFORMATION (Tables)
6 Months Ended
Jun. 30, 2023
SEGMENT INFORMATION  
Schedule of the company's operating segments

Three Months Ended June 30, 2023

Property

    

Brokerage

    

Real Estate

    

Investment

    

    

Services

    

Development

    

Transaction

    

Others

    

Total

Net revenues

    

$

$

7,042,904

$

$

$

7,042,904

Cost of revenues

 

 

(5,956,385)

 

 

 

(5,956,385)

Gross profit

 

 

1,086,519

 

 

 

1,086,519

Operating expenses

 

 

(493,861)

 

 

 

(490,120)

General and administrative expenses

 

 

(722,900)

 

 

(5,834)

 

(728,734)

Operating loss

 

 

(130,242)

 

 

(5,834)

 

(132,335)

Other income (expenses)

 

 

 

 

 

Interest income

 

76,081

 

170,819

 

 

1,516

 

248,416

Interest expense

 

(569,810)

 

(212,568)

 

 

 

(782,378)

Other income, Net

 

(188,615)

 

(2,630)

 

1,309,182

 

 

1,117,937

Total other (expenses) income

 

(682,344)

 

(44,379)

 

1,309,182

 

1,516

 

583,975

Income (loss) before income taxes

 

(682,344)

 

(174,621)

 

1,309,182

 

(4,318)

 

451,640

Income tax

 

(250,864)

 

 

 

 

(250,864)

Net Income(loss)

$

(933,208)

$

(174,621)

$

1,309,182

$

(4,318)

$

200,776

Six Months Ended June 30, 2023

Property

Brokerage

Real Estate

Investment

Services

Development

Transaction

Others

Total

Net revenues

    

$

202,009

    

$

12,574,657

    

$

    

$

    

$

12,776,666

Cost of revenues

 

(447,680)

 

(10,689,255)

 

 

 

(11,136,935)

Gross profit

 

(245,671)

 

1,885,402

 

 

 

1,639,731

Operating expenses

 

(86,428)

 

(854,171)

 

 

 

(940,599)

General and administrative expenses

 

(575,633)

 

(598,159)

 

 

(366,800)

 

(1,540,592)

Operating loss

 

(907,732)

 

433,072

 

 

(366,800)

 

(841,460)

Other income (expenses)

 

 

 

 

 

Interest income

 

16,853

 

300,334

 

 

178,234

 

495,420

Interest expense

 

 

(212,568)

 

 

(1,151,477)

 

(1,364,044)

Other income, Net

 

362,241

 

(2,913)

 

25,468

 

 

384,796

Total other (expenses) income

 

379,094

 

84,853

 

25,468

 

(973,243)

 

(483,828)

Income (loss) before income taxes

 

(528,638)

 

517,925

 

25,468

 

(1,340,043)

 

(1,325,288)

Income tax

 

(361,315)

 

 

 

 

(361,315)

Net Income(loss)

$

(889,953)

$

517,925

$

25,468

$

(1,340,043)

$

(1,686,603)

Three Months Ended June 30, 2022

    

Property

    

    

    

    

Brokerage

Real Estate

Investment

Services

    

Development

    

Transaction

    

Others

    

Total

Net revenues

$

14,496

$

34,625,035

$

$

$

34,639,531

Cost of revenues

 

153,943

 

(30,239,202)

 

 

 

(30,085,259)

Gross profit

 

168,440

 

4,385,832

 

 

 

4,554,272

Operating expenses

 

(1,986)

 

(221,170)

 

 

 

(223,156)

General and administrative expenses

 

(410,539)

 

(529,976)

 

 

(5,834)

 

113,603

Operating loss

 

(244,085)

 

4,694,638

 

 

(5,834)

 

4,444,719

Other income (expenses)

 

 

 

 

 

Interest income

 

(8,383)

 

218,526

 

 

1,516

 

211,659

Interest expense

 

678,941

 

(1,261,677)

 

 

 

(582,736)

Other income, Net

 

(1,951,556)

 

(45,358)

 

191,245

 

 

(1,805,669)

Total other (expenses) income

 

(1,280,998)

 

(1,088,509)

 

191,245

 

1,516

 

(2,176,746)

Income (loss) before income taxes

 

(1,525,084)

 

3,606,129

 

191,245

 

(4,318)

 

2,267,973

Income tax

 

(1,333,194)

 

 

 

 

(1,333,194)

Net Income(loss)

$

(2,858,278)

$

3,606,129

$

191,245

$

(4,318)

$

934,779

Six Months Ended June 30, 2022

    

Property

    

    

  

    

  

    

  

Brokerage

Real Estate

Investment

Services

Development

Transaction

Others

Total

Net revenues

$

202,264

$

45,677,672

$

$

$

45,879,936

Cost of revenues

 

(520,197)

 

(40,224,857)

 

 

 

(40,745,054)

Gross profit

 

(317,933)

 

5,452,815

 

 

 

5,134,882

Operating expenses

 

(408,210)

 

(544,375)

 

 

 

(952,585)

General and administrative expenses

 

(593,154)

 

(893,967)

 

 

(301,579)

 

(1,788,700)

Operating loss

 

(1,319,297)

 

4,014,473

 

 

(301,579)

 

2,393,597

Other income (expenses)

 

 

 

 

 

Interest income

 

5,691

 

460,939

 

 

501

 

467,131

Interest expense

 

1,350,322

 

(3,695,194)

 

 

 

(2,344,872)

Other income, Net

 

(1,782,544)

 

(54,579)

 

82,766

 

 

(1,754,357)

Total other (expenses) income

 

(426,531)

 

(3,288,834)

 

82,766

 

501

 

(3,632,098)

Income (loss) before income taxes

 

(1,745,829)

 

725,639

 

82,766

 

(301,078)

 

(1,238,501)

Income tax

 

(1,333,212)

 

 

 

 

(1,333,212)

Net Income(loss)

$

(3,079,041)

$

725,639

$

82,766

$

(301,078)

$

(2,571,713)

Property

Brokerage

Real Estate

Investment

Services

Development

Transaction

Others

Total

As of June 30, 2023

 

  

 

  

 

  

 

  

 

  

Real estate property under development

$

$

117,569,883

$

$

$

117,569,883

Total assets

 

14,376,766

 

145,225,314

 

23,201,682

 

74,418,625

 

257,222,387

As of June 30, 2022

 

 

 

 

 

Real estate property under development

144,238,751

144,238,751

Total assets

$

20,470,992

$

182,241,498

$

28,139,219

$

68,245,158

$

299,096,867

v3.23.2
ORGANIZATION AND DESCRIPTION OF BUSINESS (Details)
6 Months Ended
Jun. 30, 2023
May 27, 2020
Oct. 31, 2011
Wuhan Yuan Yu Long Real Estate Development Company Limited ("WHYYL")      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Equity investment, Date of Incorporation Dec. 28, 2009    
Equity investment, Place of Incorporation PRC    
Equity investment, % of Ownership held by the Company 49.00%    
Equity investment, Principal Activity Real estate development    
Shanghai Da Er Wei Trading Company Limited ("SHDEW")      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Equity investment, Date of Incorporation Jun. 06, 2013    
Equity investment, Place of Incorporation PRC    
Equity investment, Principal Activity Import and export trading    
Zhong Ji Pu Fa Real Estate Company Limited (SHGXL)      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Equity investment, Date of Incorporation Mar. 13, 2012    
Equity investment, Place of Incorporation PRC    
Equity investment, % of Ownership held by the Company 100.00%    
Equity investment, Principal Activity Real estate development.    
Sunrise Real Estate Development Group, Inc. (CY-SRRE)      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Subsidiaries, Date of Incorporation Apr. 30, 2004    
Subsidiaries, Place of Incorporation Cayman Islands    
Subsidiaries, percentage of Ownership held by the Company 100.00%    
Subsidiaries, Principal Activity Investment holding    
Lin Ray Yang Enterprise Limited ("LRY")      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Subsidiaries, Date of Incorporation Nov. 13, 2003    
Subsidiaries, Place of Incorporation British Virgin Islands    
Subsidiaries, percentage of Ownership held by the Company 100.00%    
Subsidiaries, Principal Activity Investment holding    
Shangyang International Pte.Ltd ("SYSG")      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Subsidiaries, Date of Incorporation Aug. 19, 2022    
Subsidiaries, Place of Incorporation Singapore    
Subsidiaries, percentage of Ownership held by the Company 100.00%    
Subsidiaries, Principal Activity Investment holding    
Shanghai Xin Ji Yang Real Estate Consultation Company Limited ("SHXJY")      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Subsidiaries, Date of Incorporation Aug. 20, 2001    
Subsidiaries, Place of Incorporation PRC    
Subsidiaries, percentage of Ownership held by the Company 100.00%    
Subsidiaries, Principal Activity Property brokerage services    
Shanghai Shang Yang Real Estate consultation Company Limited ("SHSY")      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Subsidiaries, Date of Incorporation Feb. 05, 2004    
Subsidiaries, Place of Incorporation PRC    
Subsidiaries, percentage of Ownership held by the Company 100.00%    
Subsidiaries, Principal Activity Property brokerage services    
Suzhou Shang Yang Real Estate Consultation Company Limited ("SZSY")      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Subsidiaries, Date of Incorporation Nov. 24, 2006    
Subsidiaries, Place of Incorporation PRC    
Subsidiaries, percentage of Ownership held by the Company 75.25%    
Subsidiaries, Principal Activity Property brokerage and management services    
Suzhou Xi Ji Yang Real Estate Consultation Company Limited ("SZXJY")      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Subsidiaries, Date of Incorporation Jun. 25, 2004    
Subsidiaries, Place of Incorporation PRC    
Subsidiaries, percentage of Ownership held by the Company 75.00%    
Subsidiaries, Principal Activity Property brokerage services    
Linyi Shangyang Real Estate Development Company Limited ("LYSY")      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Subsidiaries, Date of Incorporation Oct. 13, 2011    
Subsidiaries, percentage of Ownership held by the Company 34.00%   34.00%
Equity investment, Place of Incorporation PRC    
Equity investment, Principal Activity Real estate development    
Sanya Shang Yang Real Estate Consultation Company Limited ("SYSY")      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Subsidiaries, Date of Incorporation Sep. 18, 2008    
Subsidiaries, Place of Incorporation PRC    
Subsidiaries, percentage of Ownership held by the Company 100.00%    
Subsidiaries, Principal Activity Property brokerage services    
Shanghai Rui Jian Design Company Limited ("SHRJ")      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Subsidiaries, Date of Incorporation Aug. 15, 2011    
Subsidiaries, Place of Incorporation PRC    
Subsidiaries, percentage of Ownership held by the Company 100.00%    
Subsidiaries, Principal Activity Property brokerage services    
Linyi Rui Lin Construction and Design Company Limited ("LYRL")      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Subsidiaries, Date of Incorporation Mar. 06, 2012    
Subsidiaries, Place of Incorporation PRC    
Subsidiaries, percentage of Ownership held by the Company 100.00% 34.00%  
Subsidiaries, Principal Activity Investment holding    
Shanghai Da Er Wei Trading Company Limited ("SHDEW")      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Subsidiaries, percentage of Ownership held by the Company 19.91%    
Shanghai Hui Tian ("SHHT")      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Subsidiaries, Date of Incorporation Jul. 25, 2014    
Subsidiaries, Place of Incorporation PRC    
Subsidiaries, percentage of Ownership held by the Company 100.00%    
Subsidiaries, Principal Activity Investment holding    
Shanghai Taobuting MediaCo., Ltd. ("TBT")      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Subsidiaries, Date of Incorporation Jul. 01, 2020    
Subsidiaries, Place of Incorporation PRC    
Subsidiaries, percentage of Ownership held by the Company 7.50%    
Subsidiaries, Principal Activity Streaming platform    
Huaian Zhanbao Industrial Co., Ltd. ("HAZB")      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Subsidiaries, Date of Incorporation Dec. 06, 2018    
Subsidiaries, Place of Incorporation PRC    
Subsidiaries, percentage of Ownership held by the Company 78.46%    
Equity investment, Principal Activity Investment holding    
Huaian Tianxi Real Estate Development Co., Ltd ("HATX")      
ORGANIZATION AND DESCRIPTION OF BUSINESS      
Subsidiaries, Date of Incorporation Oct. 31, 2018    
Subsidiaries, Place of Incorporation PRC    
Subsidiaries, percentage of Ownership held by the Company 78.46%    
Subsidiaries, Principal Activity Investment holding    
v3.23.2
ORGANIZATION AND DESCRIPTION OF BUSINESS - Additional Information (Details)
6 Months Ended 12 Months Ended
Jul. 31, 2023
item
May 27, 2020
Jun. 30, 2023
Dec. 31, 2019
item
Nov. 30, 2019
Shareholder Of Szsy          
ORGANIZATION AND DESCRIPTION OF BUSINESS          
Equity interest     75.25%    
SHDEW          
ORGANIZATION AND DESCRIPTION OF BUSINESS          
Percentage of ownership held by the company     19.91% 19.91% 20.38%
Shareholder Of Lysy          
ORGANIZATION AND DESCRIPTION OF BUSINESS          
Percentage of ownership held by the company     46.00%    
Shareholder Of Lysy          
ORGANIZATION AND DESCRIPTION OF BUSINESS          
Percentage of equity interest in subsidiary transferred to parent     80.00%    
Owners non controlling interest, ownership percentage     46.00%    
SHXJY          
ORGANIZATION AND DESCRIPTION OF BUSINESS          
Subsidiaries, percentage of Ownership held by the Company     26.00%    
Linyi Rui Lin Construction and Design Company Limited ("LYRL")          
ORGANIZATION AND DESCRIPTION OF BUSINESS          
Subsidiaries, percentage of Ownership held by the Company   34.00% 100.00%    
Linyi Rui Lin Construction and Design Company Limited ("LYRL") | Nanjing Longchang Real Estate Development Group          
ORGANIZATION AND DESCRIPTION OF BUSINESS          
Percentage of issued and outstanding shares received   10.00%      
HAZB | Phase 1          
ORGANIZATION AND DESCRIPTION OF BUSINESS          
Number of Units       679  
Area of Real Estate Property | m²       82,218  
HAZB | Subsequent event | Phase 1          
ORGANIZATION AND DESCRIPTION OF BUSINESS          
Number of Units 679        
Suzhou Shang Yang Real Estate Consultation Company Limited ("SZSY")          
ORGANIZATION AND DESCRIPTION OF BUSINESS          
Subsidiaries, percentage of Ownership held by the Company     75.25%    
SZSY          
ORGANIZATION AND DESCRIPTION OF BUSINESS          
Percentage of equity interest in subsidiary transferred to parent     12.50%    
SZXJY [Member]          
ORGANIZATION AND DESCRIPTION OF BUSINESS          
Owners non controlling interest, ownership percentage     49.00%    
v3.23.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Jul. 31, 2023
item
Sep. 30, 2020
CNY (¥)
May 31, 2015
item
Mar. 31, 2021
item
Jun. 30, 2023
USD ($)
item
Dec. 31, 2020
item
Dec. 31, 2019
item
Jun. 30, 2023
CNY (¥)
Dec. 31, 2022
USD ($)
Dec. 31, 2022
CNY (¥)
Mar. 31, 2019
Dec. 31, 2018
Oct. 31, 2018
Mar. 31, 2012
Oct. 31, 2011
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              
Foreign currency exchange rate translation         $ 1     ¥ 7.2258 $ 1 ¥ 6.9646          
Significant influence ownership interest (as of percentage)         20.00%                    
Phase 3 | Subsequent event                              
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              
Number of Units Pre Sold 21                            
Linyi Shangyang Real Estate Development Company Limited ("LYSY")                              
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              
Subsidiaries, percentage of Ownership held by the Company         34.00%     34.00%             34.00%
Area of Real Estate Property | m²   54,312                       103,385  
Number of Phases         3                    
Purchase of land | ¥   ¥ 228,000,000                          
Linyi Shangyang Real Estate Development Company Limited ("LYSY") | Phase 1                              
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              
Number of units     121                        
Linyi Shangyang Real Estate Development Company Limited ("LYSY") | Phase 1 | Subsequent event                              
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              
Number of units sold 119                            
Linyi Shangyang Real Estate Development Company Limited ("LYSY") | Phase 2                              
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              
Number of units           84                  
Linyi Shangyang Real Estate Development Company Limited ("LYSY") | Phase 2 | Subsequent event                              
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              
Number of units sold 84                            
Linyi Shangyang Real Estate Development Company Limited ("LYSY") | Phase 3                              
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              
Number of Units Pre Sold       21                      
Linyi Shangyang Real Estate Development Company Limited ("LYSY") | Phase 3 | Subsequent event                              
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              
Number of units 51                            
Shanghai Da Er Wei Trading Company Limited ("SHDEW")                              
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              
Subsidiaries, percentage of Ownership held by the Company         19.91%     19.91%              
HAZB | Phase 1                              
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              
Area of Real Estate Property | m²             82,218                
Number of units             679                
HAZB | Phase 1 | Subsequent event                              
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              
Number of units 679                            
Number of units sold 665                            
HAZB | Phase 2                              
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              
Area of Real Estate Property | m²           99,123                  
Number of units           873                  
HAZB | Phase 2 | Subsequent event                              
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              
Number of units 873                            
Number of units sold 453                            
HAZB | Huai'an Project                              
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              
Subsidiaries, percentage of Ownership held by the Company                     100.00% 78.46%      
HATX | Huai'an Project                              
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                              
Area of Real Estate Property | m²                         78,030    
v3.23.2
RESTRICTED CASH (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
RESTRICTED CASH    
Restricted cash deposits $ 45,789,248 $ 43,869,156
v3.23.2
TRANSACTIONAL FINANCIAL ASSETS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Transactional Financial Assets    
Transactional financial assets $ 10,282,449 $ 10,960,511
Bank wealth management investment products    
Transactional Financial Assets    
Transactional financial assets $ 10,282,449  
Minimum | Bank wealth management investment products    
Transactional Financial Assets    
Investment holdings, annualized rate of return 2.08%  
Maximum | Bank wealth management investment products    
Transactional Financial Assets    
Investment holdings, annualized rate of return 2.70%  
v3.23.2
REAL ESTATE PROPERTY UNDER DEVELOPMENT (Details)
12 Months Ended
Jul. 31, 2023
item
Dec. 31, 2020
item
Dec. 31, 2019
item
Jun. 30, 2023
USD ($)
Mar. 31, 2019
Dec. 31, 2018
Oct. 31, 2018
Phase 1 | Subsequent event              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Number of villas sold 119            
Total number of villas 121            
Phase 1 | HAZB              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Number of units     679        
Area of real estate property | m²     82,218        
Phase 1 | HAZB | Subsequent event              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Number of units sold 665            
Number of units 679            
Phase 2 | Subsequent event              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Total number of villas 84            
Phase 2 | HAZB              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Number of units   873          
Area of real estate property | m²   99,123          
Phase 2 | HAZB | Subsequent event              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Number of units sold 453            
Number of units 873            
Phase 3 | Subsequent event              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Total number of villas 51            
Number of units pre sold 21            
Huai'an Project | HAZB              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Noncontrolling interest, ownership percentage by parent         100.00% 78.46%  
Huai'an Project | HATX              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Area of real estate property | m²             78,030
Linyi project              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Site area | m²       103,385      
Land use rights              
REAL ESTATE PROPERTY UNDER DEVELOPMENT              
Real estate property under development totaled | $       $ 117,569,883      
v3.23.2
OTHER RECEIVABLES AND DEPOSITS, NET (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
OTHER RECEIVABLES AND DEPOSITS, NET    
Advances to staff $ 4,456,037 $ 1,859,000
Rental deposits 709,260 735,860
Prepaid expense 493,603 28,153
Prepaid tax 7,279,391 7,783,185
Other receivables and deposits, net 13,259,147 10,733,460
Allowance for doubtful other receivables and deposits 1,188,602 1,233,179
Employees [Member]    
OTHER RECEIVABLES AND DEPOSITS, NET    
Advances to staff $ 320,856 $ 372,262
v3.23.2
PROPERTY AND EQUIPMENT, NET (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
PROPERTY AND EQUIPMENT, NET    
Property and equipment, gross $ 3,132,996 $ 3,278,646
Less: Accumulated depreciation (2,313,863) (2,277,569)
Property and equipment, net 819,133 1,001,077
Furniture and fixtures    
PROPERTY AND EQUIPMENT, NET    
Property and equipment, gross 255,329 233,960
Computer and office equipment    
PROPERTY AND EQUIPMENT, NET    
Property and equipment, gross 63,679 135,163
Motor vehicles    
PROPERTY AND EQUIPMENT, NET    
Property and equipment, gross 720,176 747,185
Properties    
PROPERTY AND EQUIPMENT, NET    
Property and equipment, gross $ 2,093,812 $ 2,172,338
v3.23.2
PROPERTY AND EQUIPMENT, NET - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Mar. 31, 2022
Jun. 30, 2023
Jun. 30, 2022
PROPERTY AND EQUIPMENT, NET      
Depreciation and amortization expense   $ 1,179,643 $ 820,935
Property and Equipment      
PROPERTY AND EQUIPMENT, NET      
Depreciation and amortization expense $ 820,935 $ 1,179,643  
v3.23.2
INVESTMENT PROPERTIES, NET (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
INVESTMENT PROPERTIES, NET    
Investment properties $ 32,161,696 $ 33,367,887
Less: Accumulated depreciation (11,002,253) (10,694,748)
Investment properties, net $ 21,159,443 $ 22,673,139
v3.23.2
INVESTMENT PROPERTIES, NET - Additional Information (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
INVESTMENT PROPERTIES, NET    
Depreciation and amortization expense for investment properties $ 1,061,518 $ 774,249
v3.23.2
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Dec. 31, 2019
Nov. 30, 2019
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE        
Investment in an unconsolidated affiliate $ 12,290,133 $ 12,751,061    
SHDEW        
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE        
Equity investment, % of Ownership held by the Company 19.91%   19.91% 20.38%
Investment in an unconsolidated affiliate $ 12,262,454      
SHTX        
INVESTMENT IN AND AMOUNT DUE FROM AN UNCONSOLIDATED AFFILIATE        
Investment in an unconsolidated affiliate $ 27,679      
v3.23.2
OTHER INVESTMENTS, NET (Details) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
OTHER INVESTMENTS, NET    
Other investments $ 629,100 $ 652,693
Impairment charges on other investments 0 0
ASU 2016-01    
OTHER INVESTMENTS, NET    
Other investments $ 629,100 $ 652,693
v3.23.2
GOODWILL (Details)
¥ in Thousands
Apr. 04, 2020
USD ($)
Apr. 04, 2020
CNY (¥)
Jun. 30, 2023
USD ($)
Dec. 31, 2022
USD ($)
GOODWILL        
Goodwill     $ 1,003,503 $ 1,243,194
Nanjing Longchang        
GOODWILL        
Business combination, step acquisition, equity interest in acquiree, percentage 10.00% 10.00%    
Business combination, consideration transferred, other $ 3,398,213 ¥ 22,170    
v3.23.2
PROMISSORY NOTES PAYABLE (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
PROMISSORY NOTES PAYABLE    
Interest expenses related to promissory notes $ 0  
Unsecured Notes Payable One    
PROMISSORY NOTES PAYABLE    
Outstanding principal and unpaid interest 1,383,930 $ 1,435,833
Unsecured Notes Payable Two    
PROMISSORY NOTES PAYABLE    
Outstanding principal and unpaid interest 691,965 $ 717,917
Principal amount $ 691,965  
Interest rate 0.00%  
v3.23.2
AMOUNTS DUE TO DIRECTORS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
AMOUNTS DUE TO DIRECTORS    
Amounts due to directors $ 504,273 $ 480,109
Lin Chi-Jung    
AMOUNTS DUE TO DIRECTORS    
Amounts due to directors 484,213 459,299
Lin Hsin-Hung    
AMOUNTS DUE TO DIRECTORS    
Amounts due to directors $ 20,060 $ 20,811
v3.23.2
OTHER PAYABLES AND ACCRUED EXPENSES (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
OTHER PAYABLES AND ACCRUED EXPENSES    
Accrued staff commission and bonus $ 62,374 $ 185,124
Rental deposits received 152,799 164,566
Bid bond 87,188 90,457
Dividends payable to non-controlling interest 186,214 193,198
Other payables 6,726,422 6,954,170
Other payables $ 7,214,997 $ 7,587,515
v3.23.2
ACCOUNTS PAYABLE (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
ACCOUNTS PAYABLE    
Accounts payable $ 26,341,832 $ 22,372,938
Linyi project    
ACCOUNTS PAYABLE    
Unpaid project development fees 4,588,476  
HATX project    
ACCOUNTS PAYABLE    
Unpaid project development fees $ 20,702,694  
v3.23.2
AMOUNT DUE TO AFFILIATES (Details)
Jun. 30, 2023
USD ($)
JXSY  
AMOUNT DUE TO AFFILIATES  
Amount due $ 490,361
SHSJ, a shareholder of HATX  
AMOUNT DUE TO AFFILIATES  
Amount due $ 48,641,031
v3.23.2
CUSTOMER DEPOSITS (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
CUSTOMER DEPOSITS    
Customer deposits $ 32,760,936 $ 34,742,361
Linyi project    
CUSTOMER DEPOSITS    
Customer deposits 7,085,740  
HATX project    
CUSTOMER DEPOSITS    
Customer deposits $ 25,638,714  
v3.23.2
COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
COMMITMENTS AND CONTINGENCIES    
Rental expenses under operating leases $ 57,414 $ 115,172
v3.23.2
COMMITMENTS AND CONTINGENCIES - Schedule of operating lease obligations falling due (Details)
Jun. 30, 2023
USD ($)
COMMITMENTS AND CONTINGENCIES  
Within one year $ 10,843
Two to five years 0
Operating lease obligations $ 10,843
v3.23.2
STATUTORY RESERVE (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Dec. 31, 2022
STATUTORY RESERVE    
Statutory reserve $ 3,986,618 $ 3,986,618
PRC corporate    
STATUTORY RESERVE    
Minimum percentage of profits after tax to be transferred to statutory reserve 10.00%  
Percentage on registered capital of statutory reserve maintenance 50.00%  
PRC subsidiary    
STATUTORY RESERVE    
Minimum percentage of profits after tax to be transferred to statutory reserve 10.00%  
Percentage on registered capital of statutory reserve maintenance 50.00%  
Statutory reserve $ 3,986,618 $ 3,986,618
v3.23.2
SEGMENT INFORMATION (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Dec. 31, 2022
SEGMENT INFORMATION          
Net revenues $ 7,042,904 $ 34,639,531 $ 12,776,666 $ 45,879,936  
Cost of revenues (5,956,385) (30,085,259) (11,136,935) (40,745,054)  
Gross profit 1,086,519 4,554,272 1,639,731 5,134,882  
Operating expenses (490,120) (223,156) (940,599) (952,585)  
General and administrative expenses (728,734) 113,603 (1,540,592) (1,788,700)  
Operating loss (132,335) 4,444,719 (841,460) 2,393,597  
Other income (expenses)          
Interest income 248,416 211,659 495,420 467,131  
Interest expense (782,378) (582,736) (1,364,044) (2,344,872)  
Other income, Net 1,117,937 (1,805,235) 384,796 (1,776,436)  
Total other (expenses) income 583,975 (2,176,746) (483,828) (3,632,098)  
Income (loss) before income taxes 451,640 2,267,973 (1,325,288) (1,238,501)  
Income tax 250,864 1,333,194 361,315 1,333,212  
Net Income (loss) 200,776 934,779 (1,686,603) (2,571,713)  
Total assets 257,222,387   257,222,387   $ 274,094,594
Operating Segments          
SEGMENT INFORMATION          
Net revenues 7,042,904 34,639,531 12,776,666 45,879,936  
Cost of revenues (5,956,385) (30,085,259) (11,136,935) (40,745,054)  
Gross profit 1,086,519 4,554,272 1,639,731 5,134,882  
Operating expenses (490,120) (223,156) (940,599) (952,585)  
General and administrative expenses (728,734) 113,603 (1,540,592) (1,788,700)  
Operating loss (132,335) 4,444,719 (841,460) 2,393,597  
Other income (expenses)          
Interest income 248,416 211,659 495,420 467,131  
Interest expense (782,378) (582,736) (1,364,044) (2,344,872)  
Other income, Net 1,117,937 (1,805,669) 384,796 (1,754,357)  
Total other (expenses) income 583,975 (2,176,746) (483,828) (3,632,098)  
Income (loss) before income taxes 451,640 2,267,973 (1,325,288) (1,238,501)  
Income tax 250,864 1,333,194 361,315 1,333,212  
Net Income (loss) 200,776 934,779 (1,686,603) (2,571,713)  
Real estate property under development 117,569,883 144,238,751 117,569,883 144,238,751  
Total assets 257,222,387 299,096,867 257,222,387 299,096,867  
Property Management | Operating Segments          
SEGMENT INFORMATION          
Net revenues 0 14,496 202,009 202,264  
Cost of revenues 0 153,943 (447,680) (520,197)  
Gross profit 0 168,440 (245,671) (317,933)  
Operating expenses 0 (1,986) (86,428) (408,210)  
General and administrative expenses 0 (410,539) (575,633) (593,154)  
Operating loss 0 (244,085) (907,732) (1,319,297)  
Other income (expenses)          
Interest income 76,081 (8,383) 16,853 5,691  
Interest expense (569,810) 678,941   1,350,322  
Other income, Net (188,615) (1,951,556) 362,241 (1,782,544)  
Total other (expenses) income (682,344) (1,280,998) 379,094 (426,531)  
Income (loss) before income taxes (682,344) (1,525,084) (528,638) (1,745,829)  
Income tax 250,864 1,333,194 361,315 1,333,212  
Net Income (loss) (933,208) (2,858,278) (889,953) (3,079,041)  
Real estate property under development 0 0 0 0  
Total assets 14,376,766 20,470,992 14,376,766 20,470,992  
Real Estate Development | Operating Segments          
SEGMENT INFORMATION          
Net revenues 7,042,904 34,625,035 12,574,657 45,677,672  
Cost of revenues (5,956,385) (30,239,202) (10,689,255) (40,224,857)  
Gross profit 1,086,519 4,385,832 1,885,402 5,452,815  
Operating expenses (493,861) (221,170) (854,171) (544,375)  
General and administrative expenses (722,900) (529,976) (598,159) (893,967)  
Operating loss (130,242) 4,694,638 433,072 4,014,473  
Other income (expenses)          
Interest income 170,819 218,526 300,334 460,939  
Interest expense (212,568) (1,261,677) (212,568) (3,695,194)  
Other income, Net (2,630) (45,358) (2,913) (54,579)  
Total other (expenses) income (44,379) (1,088,509) 84,853 (3,288,834)  
Income (loss) before income taxes (174,621) 3,606,129 517,925 725,639  
Income tax 0 0      
Net Income (loss) (174,621) 3,606,129 517,925 725,639  
Real estate property under development 117,569,883 144,238,751 117,569,883 144,238,751  
Total assets 145,225,314 182,241,498 145,225,314 182,241,498  
Investment Transaction | Operating Segments          
SEGMENT INFORMATION          
Net revenues 0 0      
Cost of revenues 0 0      
Gross profit 0 0      
Operating expenses 0 0      
General and administrative expenses 0 0      
Operating loss 0 0      
Other income (expenses)          
Interest income 0 0      
Interest expense 0 0      
Other income, Net 1,309,182 191,245 25,468 82,766  
Total other (expenses) income 1,309,182 191,245 25,468 82,766  
Income (loss) before income taxes 1,309,182 191,245 25,468 82,766  
Income tax 0 0      
Net Income (loss) 1,309,182 191,245 25,468 82,766  
Real estate property under development 0 0 0 0  
Total assets 23,201,682 28,139,219 23,201,682 28,139,219  
Others | Operating Segments          
SEGMENT INFORMATION          
Net revenues 0 0      
Cost of revenues 0 0      
Gross profit 0 0      
Operating expenses 0 0      
General and administrative expenses (5,834) (5,834) (366,800) (301,579)  
Operating loss (5,834) (5,834) (366,800) (301,579)  
Other income (expenses)          
Interest income 1,516 1,516 178,234 501  
Interest expense 0 0 (1,151,477)    
Other income, Net 0 0      
Total other (expenses) income 1,516 1,516 (973,243) 501  
Income (loss) before income taxes (4,318) (4,318) (1,340,043) (301,078)  
Income tax 0 0      
Net Income (loss) (4,318) (4,318) (1,340,043) (301,078)  
Real estate property under development 0 0 0 0  
Total assets $ 74,418,625 $ 68,245,158 $ 74,418,625 $ 68,245,158  

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