UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 20-F

 

(Mark One)

  REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2018

 

OR

 

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

 

OR

 

  SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report _____

 

For the transition period from                            to

 

Commission file number 001-37602

 

Fuling Global Inc.
(Exact name of Registrant as specified in its charter)
 
Cayman Islands
(Jurisdiction of incorporation or organization)
 
Southeast Industrial Zone, Songmen Town
Wenling, Zhejiang Province
People’s Republic of China 317511
(Address of principal executive offices)
 
Gilbert Lee, Chief Financial Officer
+1-610-366-8070 – telephone

glee@fulingusa.com

Fuling Plastic USA, Inc.

6690 Grant Way, Allentown, PA 18106
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

 

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

 

Title of each class   Name of each exchange on which registered
Ordinary Shares, par value $0.001 per share    Nasdaq

 

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 15,795,910 Ordinary Shares

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

☐ Yes    ☒ No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

☐ Yes    ☒ No

 

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 and posted 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 and post such files).

 

☒ Yes   ☐ No

 

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

 

Large accelerated filer ☐   Accelerated filer ☐   Non-accelerated filer ☒
        Emerging growth company ☒

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards † provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP ☒  

International Financial Reporting Standards as issued

by the International Accounting Standards Board ☐

  Other

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

 

☐  Item 17    ☐  Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

 

☐  Yes   ☒ No

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

☐ Yes   ☒ No

 

 

 

 

 

 

Table of Contents

 

      Page
PART I    
  Item 1. Identity of Directors, Senior Management and Advisers 1
  Item 2. Offer Statistics and Expected Timetable 1
  Item 3. Key Information 1
  Item 4. Information on the Company 16
  Item 4A. Unresolved Staff Comments 48
  Item 5. Operating and Financial Review and Prospects 49
  Item 6. Directors, Senior Management and Employees 85
  Item 7. Major Shareholders and Related Party Transactions 92
  Item 8. Financial Information 94
  Item 9. The Offer and Listing 95
  Item 10. Additional Information 96
  Item 11. Quantitative and Qualitative Disclosures About Market Risk 102
  Item 12. Description of Securities Other than Equity Securities 103
       
PART II    
  Item 13. Defaults, Dividend Arrearages and Delinquencies 104
  Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 104
  Item 15. Controls and Procedures 104
  Item 15T. Controls and Procedures 105
  Item 16. [Reserved] 105
  Item 16A. Audit Committee Financial Expert 105
  Item 16B. Code of Ethics 105
  Item 16C. Principal Accountant Fees and Services 105
  Item 16D. Exemptions from the Listing Standards for Audit Committees 105
  Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 106
  Item 16F. Change in Registrant’s Certifying Accountant 106
  Item 16G. Corporate Governance 106
  Item 16H. Mine Safety Disclosure 106
       
PART III    
  Item 17. Financial Statements 107
  Item 18. Financial Statements 107
  Item 19. Exhibits 107

 

i

Table of Contents 

 

Conventions Used in this Annual Report

 

Except where the context otherwise requires and for purposes of this annual report on Form 20-F only, “we,” “us,” “our company,” “Company,” “our” and “Fuling” refer to:

 

  Fuling Global Inc., a Cayman Islands company (“FGI” when individually referenced), which is the parent holding company;
     
  Total Faith Holdings Limited, a British Virgin Islands company (“Total Faith” when individually referenced), which is a wholly owned subsidiary of FGI;
     
  Taizhou Fuling Plastics Co., Ltd., a PRC company (“Taizhou Fuling”), which is a wholly owned subsidiary of Total Faith;
     
  Domo Industry Inc., a New York company (“Domo”), of which Total Faith owns 49% of the equity but maintains effective control;
     
  Direct Link USA LLC, a Delaware company (“Direct Link”), which is a wholly owned subsidiary of Taizhou Fuling;
     
  Fuling Plastic USA, Inc., a Pennsylvania company (“Fuling USA”), which is a wholly owned subsidiary of Taizhou Fuling;
     
  Zhejiang Great Plastics Technology Co., Ltd., a PRC company (“Great Plastics”), which is a wholly owned subsidiary of Taizhou Fuling; and
     
  Wenling Changli Import and Export Co., Ltd., a PRC company (“Wenling Changli”), which is a wholly owned subsidiary of Taizhou Fuling.

 

This annual report contains translations of certain RMB amounts into U.S. dollar amounts at a specified rate solely for the convenience of the reader. The exchange rates in effect as of December 31, 2018, 2017 and 2016 were US $1.00 for RMB 6.8776, RMB 6.5074 and RMB 6.94477, respectively. The average exchange rates for the years ended December 31, 2018, 2017 and 2016 were US $1.00 for RMB 6.6163, RMB 6.7578 and RMB 6.64410, respectively. We use period-end exchange rates for assets and liabilities and average exchange rates for revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. Any discrepancies in any table between the amounts identified as total amounts and the sum of the amounts listed therein are due to rounding.

 

For the sake of clarity, this annual report follows the English naming convention of first name followed by last name, regardless of whether an individual’s name is Chinese or English. For example, the name of the Chief Operating Officer and Chair of our board of directors will be presented as “Guilan Jiang,” even though, in Chinese, Ms. Jiang’s name is presented as “Jiang Guilan.”

 

We obtained the industry and market data used in this annual report or any document incorporated by reference from industry publications, research, surveys and studies conducted by third parties and our own internal estimates based on our management’s knowledge and experience in the markets in which we operate. We did not, directly or indirectly, sponsor or participate in the publication of such materials, and these materials are not incorporated in this annual report other than to the extent specifically cited in this annual report. We have sought to provide current information in this annual report and believe that the statistics provided in this p annual report remain up-to-date and reliable, and these materials are not incorporated in this annual report other than to the extent specifically cited in this annual report.

 

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain matters discussed in this report may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” and similar expressions are intended to identify such forward-looking statements. Our actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation, those discussed under “Item 3—Key Information—Risk Factors,” “Item 4—Information on the Company,” “Item 5—Operating and Financial Review and Prospects,” and elsewhere in this report, as well as factors which may be identified from time to time in our other filings with the Securities and Exchange Commission (the “SEC”) or in the documents where such forward-looking statements appear. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements.

 

The forward-looking statements contained in this report reflect our views and assumptions only as of the date this report is signed. Except as required by law, we assume no responsibility for updating any forward-looking statements.

 

ii

Table of Contents 

 

PART I

 

Item 1. Identity of Directors, Senior Management and Advisers

 

Not applicable for annual reports on Form 20-F.

 

Item 2. Offer Statistics and Expected Timetable

 

Not applicable for annual reports on Form 20-F.

 

Item 3. Key Information

 

A. Selected Financial Data

 

The following table presents the selected consolidated financial information for our company. The selected consolidated statements of comprehensive income data for the two years ended December 31, 2018, 2017 and 2016 and the selected consolidated balance sheets data as of December 31, 2018 and 2017 have been derived from our audited consolidated financial statements, which are included in this annual report beginning on page F-1. The selected consolidated balance sheet data for the year ended December 31, 2016 have been derived from our audited consolidated balance sheet as of December 31, 2016, which is not included in this annual report. The selected consolidated statements of operations data for the years ended June 30, 2015 and 2014 and the selected consolidated balance sheet data as of ended December 31, 2015 and 2014 have been derived from our audited consolidated financial statements for the years ended December 31, 2015 and 2014, which are not included in this annual report. Our historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements and related notes and “Item 5. Operating and Financial Review and Prospects” below. Our audited consolidated financial statements are prepared and presented in accordance with US GAAP.

 

Please note that our results of operations related to Great Plastics have been reclassified as discontinued operations on a retrospective basis for all periods presented.

 

(All amounts in thousands of U.S. dollars, except Dividend per share in Renminbi and Shares outstanding)

 

Statement of operations data:

 

   For the year ended December 31, 
   2018   2017   2016   2015   2014 
Revenues  $138,664   $124,209   $102,321   $88,994   $80,369 
Gross profit  $29,750   $26,132   $25,191   $23,235   $21,562 
Operating expenses  $19,584   $17,042   $14,588   $13,160   $10,655 
Income from operations  $10,166   $9,089   $10,603   $10,075   $10,907 
Provision for Income taxes  $1,126   $788   $1,561   $1,123   $1,236 
Net income from continuing operations  $9,847   $8,266   $10,249   $9,428   $9,274 
Net loss from discontinued operations, net of tax  $(88)  $(1,975)  $(2,306)  $(1,480)  $(1,546)
Net income  $9,759   $6,291   $7,943   $7,948   $7,728 
                          
Net income from continuing operations per share (basic and diluted)  $0.62   $0.52   $0.65   $0.76   $0.79 
Net income from discontinued operations per share (basic and diluted)  $(0.01)  $(0.13)  $(0.15)  $(0.12)  $(0.13)
                          
Dividend per share in USD  $-   $-   $-   $-   $0.88 
Dividend per share in Renminbi  ¥-   ¥-   ¥-   ¥-   ¥5.41 

 

Balance sheet data:

 

   As of December 31, 
   2018   2017   2016   2015   2014 
Current assets  $59,520   $57,013   $47,830   $49,846   $34,701 
Total assets  $122,640   $116,730   $94,265   $75,729   $57,224 
Current liabilities  $47,489   $55,562   $42,281   $32,411   $39,769 
Total liabilities  $57,906   $58,736   $44,793   $32,411   $39,769 
Total shareholders’ equity (net assets)  $64,734   $57,994   $49,472   $43,319   $17,454 
Capital stock  $16   $16   $16   $16   $12 
Shares outstanding   15,795,910    15,780,205    15,756,500    15,732,795    11,666,667 

 

1

Table of Contents

 

Exchange Rate Information

 

Our financial information is presented in U.S. dollars. Our functional currency is Renminbi (“RMB”), the currency of the PRC. Transactions denominated in currencies other than RMB are translated into RMB at the exchange rate quoted by the People’s Bank of China at the dates of the transactions. Exchange gains and losses resulting from transactions denominated in a currency other than the RMB are included in statements of operations as foreign currency transaction gains or losses. Our financial statements have been translated into U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. The financial information is first prepared in RMB and then is translated into U.S. dollars at period-end exchange rates as to assets and liabilities and average exchange rates as to revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income (loss) in shareholders’ equity. The relevant exchange rates are listed below:

 

   December 31,
2018
   December 31,
2017
   December 31,
2016
 
US $1: RMB exchange rate   Period End      6.8776    Period End      6.5074    Period End     6.94477 
    Average      6.6163    Average        6.7578    Average    6.64410 

 

We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. We do not currently engage in currency hedging transactions.

 

The following table sets forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated (www.oanda.com).  

 

   Midpoint of Buy and Sell Prices
for U.S. Dollar per RMB
 
Period  Period-End   Average   High   Low 
2014   6.1484    6.1458    6.2080    6.0881 
2015   6.4917    6.2288    6.4917    6.0933 
2016   6.9448    6.6441    7.0672    6.4494 
2017   6.5074    6.7578    6.9535    6.4686 
2018   6.8776    6.6163    6.9720    6.2660 
2019                    
January   6.7035    6.7917    6.8772    6.7035 
February   6.6876    6.7401    6.7790    6.6868 
March   

6.7119

    

6.7129

    

6.7342

    

6.6912

 

 

As of March 31, 2019, the exchange rate is RMB 6.7119 to $1.00.

 

B. Capitalization and Indebtedness

 

Not applicable.

 

C. Reasons for the Offer and Use of Proceeds

 

Not applicable.

 

D. Risk Factors

 

2

Table of Contents

 

Risks Related to Our Business and Industry

 

Changes in U.S. trade policies, including new and potential tariffs on goods and raw materials imported from China, have negatively affected us and may disrupt our business and have a material adverse effect on our financial condition and results of operations.

 

Due to the trade conflicts between U.S. and China, more and more goods and raw materials imported from China are subject to higher tariffs levied by the U.S. Previously we imported a lot of plastic straws from China to the wholesale distributors in the U.S. We also imported polypropylene materials from China to our Allentown factory to produce plastic straws for fast food restaurants. The tariffs levied by the U.S. on these plastic straws and polypropylene materials have increased 25%. We have to absorb most of the increased cost for the plastic straws to sell to the wholesale distributors in the U.S. We also have to purchase more expensive polypropylene materials from other countries.

 

In addition, the tariff on paper cups and paper board imported from China has also increased 10%. The increased tariff on paper board which we planned to use to produce paper cups in Allentown is the major reason that we have paused our paper cup manufacturing project in Allentown.

 

Although we plan to start operating a factory in Mexico to enjoy the tariff-free benefit on producing paper cups, paper straws and plastic straws and shipping them from Mexico to U.S., the amount of the products to be produced in Mexico will not account a significant percentage of our total products in the near future. In addition, we cannot guarantee we will be successful on this strategy.

 

Our U.S. competitors are significantly larger than our company.

 

The three largest U.S. suppliers of foodservice disposables account for a significant percentage of the industry. As of 2012, Dart Container Corporation, Reynolds Group/Pactiv and Georgia-Pacific collectively held approximately 29% of the U.S. market share in the foodservice disposables industry. The overall industry consists of a small number of competitors, with approximately 50% of our market controlled by the top 10 companies in the industry.

 

Concentration in the foodservice disposables industry varies widely within specific market segments, with some segments dominated by a small number of producers. For example, Dart Container is the leading supplier of plastic foodservice beverage cups, followed by Pactiv and Berry Plastics. By contrast, the market for cutlery is more fragmented, with a growing portion of the market supplied by contract manufacturers in China.

 

Nevertheless, we may be unable to compete effectively against such larger, better-capitalized companies, which have well-established, long-term relationships with the large customers we serve and seek to serve.

 

We are subject to risks related to our dependence on the strength of restaurant, retail and commercial sectors of the economy in various parts of the world.

 

Our business depends on the strength of the restaurant, retail and commercial sectors of the economy in various parts of the world, primarily in North America, and to a lesser extent Europe, Canada, Central and South America, the Middle East, Africa, and China. These sectors of the economy are affected primarily by factors such as consumer demand and the condition of the retail industry, which, in turn, are affected by general economic conditions. Challenging economic conditions in our target markets may exert considerable pressure on consumer demand, and the resulting impact on consumer spending may have an adverse effect on demand for our products, as well as our financial condition and results of operations.

 

Our projections and assumptions underlying may be inaccurate, resulting in slower than anticipated growth.

 

All statements, except historical data, are forward-looking statements. Although we believe the projections in these forward-looking statements are reasonable, we cannot guarantee these projections will happen. Our operational results in the future may be different from our estimates for many reasons, including but not limited to the oil price (our products are by-products of oil, so we are heavily impacted by oil price), shrinking fast food industry production caused by increased production cost and changed consumption habits of food industry, failure to grow capacity and capacity utilization as quickly as anticipated or at all, losing or failing to secure customers and customer orders, shutdown of important clients, and replacement of plastics industry by paper and wood products industry.

 

3

Table of Contents

 

Our plans to continue to improve productivity and reduce costs may not be successful, which would adversely affect our ability to compete.

 

Our success depends on our ability to continually improve our manufacturing operations to gain efficiencies, reduce supply chain costs and streamline selling, general and administrative expenses in order to produce products that are reasonably priced, while still allowing our Company to invest in innovation.

 

In particular, we are in the midst of setting up a factory in Mexico by using the maquiladora (shelter) structure. Our goal is to manufacture in this facility certain products that are not efficient to manufacture in U.S. or are subject to high tariffs if being manufactured in and shipped from China. This project may not be completed completely as planned, may be more costly to implement than expected, may have delays in implementation, or may not result in, in full or in part, the savings and other benefits anticipated. In addition, such initiatives require the Company to implement a significant amount of organizational changes, which could have a negative impact on employee engagement, divert management’s attention from other concerns, and if not properly managed, impact the Company’s ability to retain key employees, cause disruptions in the Company’s day-to-day operations and have a negative impact on the Company’s financial results.

 

Price increases in raw materials and sourced products could harm the Company’s financial results.

 

Our primary raw materials are (1) plastic resin (primarily polypropylene (“PP”), polystyrene (“PS”) which includes General Purpose Polystyrene (“GPPS”) and High Impact Polystyrene (“HIPS”), and polyethylene terephthalate (“PET”)), (2) plastic bags and membranes for packaging cutlery, (3) shipping cartons, (4) plastic colorants, (5) paper board for paper straws, (6) paper napkins, salt, pepper and wet wipes for inclusion in cutlery packages and (7) labeling materials. These raw materials are subject to price volatility and inflationary pressures. Our success is dependent, in part, on our continued ability to reduce our exposure to increases in those costs through a variety of programs, including sales price adjustments based on adjustments in such raw material costs, while maintaining and improving margins and market share. We also rely on third-party manufacturers as a source for our products. These manufacturers are also subject to price volatility and labor cost and other inflationary pressures, which may, in turn, result in an increase in the amount we pay for sourced products. Raw material and sourced product price increases may more than offset our productivity gains and price increases and may adversely impact the Company’s financial results.

 

4

Table of Contents

 

Our reliance on third party logistics providers may put us at risk of service failures for our customers.

 

Although some of our larger competitors have integrated logistics and delivery service companies, we rely on third parties to ship our products from China to our customers. Even after completing installation of the production lines in our Allentown facility, we continue to rely on third parties for transportation within the United States. One of the bases on which we compete (particularly with regard to our QSR customers) is service. To the extent we are unable to meet their demand for products or do not deliver products on time, we stand a substantial risk of losing key accounts. Because we rely on third parties for logistics services, we may be unable to avoid supply chain failures, even if we are able to meet our manufacturing obligations to customers.

 

If we fail to protect our intellectual property rights, it could harm our business and competitive position.

 

We rely on a combination of patent, trademark, domain name and trade secret laws and non-disclosure agreements and other methods to protect our intellectual property rights. We own patents in China and U.S. covering our designs and production technology.

 

The process of seeking patent protection can be lengthy and expensive, our patent applications may fail to result in patents being issued, and our existing and future patents may be insufficient to provide us with meaningful protection or commercial advantage. Our patents and patent applications may also be challenged, invalidated or circumvented.

 

We also rely on trade secret rights to protect our business through non-disclosure provisions in employment agreements with employees. If our employees breach their non-disclosure obligations, we may not have adequate remedies in China, and our trade secrets may become known to our competitors.

 

Implementation of PRC intellectual property-related laws has historically been lacking, primarily because of ambiguities in the PRC laws and enforcement difficulties. Accordingly, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other western countries. Furthermore, policing unauthorized use of proprietary technology is difficult and expensive, and we may need to resort to litigation to enforce or defend patents issued to us or to determine the enforceability, scope and validity of our proprietary rights or those of others. Such litigation and an adverse determination in any such litigation, if any, could result in substantial costs and diversion of resources and management attention, which could harm our business and competitive position.

 

Our Chinese patents and registered marks may not be protected outside of China due to territorial limitations on enforceability.

 

In general, patent and trademark rights have territorial limitations in law and are valid only within the countries in which they are registered.

 

At present, Chinese enterprises may register their trademarks overseas through two methods. One is to file an application for trademark registration in each single country or region in which protection is desired, while the other is to apply via the Madrid system for international trademark registration. By the second way, under the provisions of the Madrid Agreement concerning the International Registration of Marks (the “Madrid Agreement”) or the Protocol Relating to the Madrid Agreement concerning the International Registration of Marks (the “Madrid Protocol”), applicants may designate their marks in one or more member countries via the Madrid system for international registration.

 

As of the date of the filing, we have registered one trademark at the International Bureau of the World Intellectual Property Organization (“WIPO”) under the Madrid Agreement and Protocol. We have also applied for territorial extension by designating 15 member countries through WIPO. Currently the registration for this trademark is valid in 13 foreign member countries, including the U.S.

 

Similar with trademarks, Chinese enterprises may also register their patents overseas through two methods. One is to file an application for patent registration in each single country or region, and the other is to file international application with the China Intellectual Property Office or the International Bureau of World Intellectual Property Organization under the Patent Cooperation Treaty. However, such international application may relate to invention or utility model patents, but does not include industrial design patents.

 

As of the date of the filing, we have registered two design patents at the United States Patent and Trademark Office. This registration is only valid in the U.S. For more details, please see the disclosure of our patents.

 

Currently, most of our patents and trademarks are registered in China. If we do not register them in other jurisdictions, they may not be protected outside of China. As a result, our business and competitive position could be harmed.

 

5

Table of Contents

 

We may be exposed to intellectual property infringement and other claims by third parties which, if successful, could disrupt our business and have a material adverse effect on our financial condition and results of operations.

 

Our success depends, in large part, on our ability to use and develop our technology and know-how without infringing third party intellectual property rights. If we sell our branded products internationally, and as litigation becomes more common in China, we face a higher risk of being the subject of claims for intellectual property infringement, invalidity or indemnification relating to other parties’ proprietary rights. Our current or potential competitors, many of which have substantial resources and have made substantial investments in competing technologies, may have or may obtain patents that will prevent, limit or interfere with our ability to make, use or sell our branded products in either China or other countries, including the United States and other countries in Asia. The validity and scope of claims relating to patents in our industry involve complex scientific, legal and factual questions and analysis and, as a result, may be highly uncertain. In addition, the defense of intellectual property suits, including patent infringement suits, and related legal and administrative proceedings can be both costly and time consuming and may significantly divert the efforts and resources of our technical and management personnel. Furthermore, an adverse determination in any such litigation or proceedings to which we may become a party could cause us to:

 

  pay damage awards;
     
  seek licenses from third parties;
     
  pay ongoing royalties;
     
  redesign our branded products; or
     
  be restricted by injunctions,

 

each of which could effectively prevent us from pursuing some or all of our business and result in our customers or potential customers deferring or limiting their purchase or use of our products, which could have a material adverse effect on our financial condition and results of operations.

 

Outstanding bank loans may reduce our available funds.

 

We have approximately $27.1 million in outstanding bank loans as of December 31, 2018. The loans are held at multiple banks and entities and are secured by some of our land and property in China and the U.S. as the collateral for the debt. While we believe we have adequate capital to repay these bank loans at present, there can be no guarantee that we will be able to pay all amounts when due or to refinance the amounts on terms that are acceptable to us or at all. If we are unable to make our payments when due or to refinance such amounts, our property could be foreclosed and our business could be negatively affected.

 

While we do not believe they will impact our liquidity, the terms of the debt agreements impose significant operating and financial restrictions on us. These restrictions could also have a negative impact on our business, financial condition and results of operations by significantly limiting or prohibiting us from engaging in certain transactions, including but not limited to: incurring or guaranteeing additional indebtedness; transferring or selling assets currently held by us; and transferring ownership interests in certain of our subsidiaries. The failure to comply with any of these covenants could cause a default under our other debt agreements. Any of these defaults, if not waived, could result in the acceleration of all of our debt, in which case the debt would become immediately due and payable. If this occurs, we may not be able to repay our debt or borrow sufficient funds to refinance it on favorable terms, if any.

 

We may be unable to refinance our short-term loans.

 

We expect to be able to refinance its short-term loans based on past experience and our good credit history. We do not believe failure to refinance from certain banks will have significant negative impact on our normal business operations. Our related parties including our major shareholders and affiliate companies are willing to provide us financial support. Although our operating cash flow was positive in 2018, 2017 and 2016, it is possible for us to have negative cash flow in the future, and for our related parties to be unable or unwilling to provide us financial support as needed. As a result, the failure to refinance our short-term loans could potentially affect our capital expenditure and expansion of business.

 

If the value of our property decreases, we may not be able to refinance our current debt.

 

All of our current debt is secured by either mortgages on our real and other business property or guarantees by some of our shareholders. If the value of our real property decreases, we may find that banks are unwilling to loan money to us secured by our business property. A drop in property value could also prevent us from being able to refinance that loan when it becomes due on acceptable terms or at all.

 

6

Table of Contents

 

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

 

We may need to obtain additional debt or equity financing to fund future capital expenditures. While we do not anticipate seeking additional financing in the immediate future, any additional equity may result in dilution to the holders of our outstanding shares of capital stock. Additional debt financing may include conditions that would restrict our freedom to operate our business, such as conditions that:

 

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

 

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

 

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

 

Our key customers are principally multinational QSRs, third party distributors, and retail stores, mainly located in the U.S. For the year ended December 31, 2018, sales to our ten largest customers amounted in the aggregate to approximately 51.9% of our total revenue. For the year ended December 31, 2017, sales to our ten largest customers amounted in the aggregate to approximately 53.6% of our total revenue. For the year ended December 31, 2016, sales to our ten largest customers amounted in the aggregate to approximately 54.0% of our total revenue. There can be no assurance that we will maintain or improve the relationships with these customers, or that we will be able to continue to supply these customers at current levels or at all. Any failure to pay by these customers could have a material negative effect on our company’s business. In addition, having a relatively small number of customers may cause our quarterly results to be inconsistent, depending upon when these customers pay for outstanding invoices.

 

During the years ended December 31, 2018, 2017 and 2016, respectively, we had zero, one and one customer that accounted for 10% or more of our revenues.

 

Customer Name   Year Ended
December 31,
2018
    Year Ended
December 31,
2017
    Year Ended
December 31,
2016
 
Lollicup USA Inc.          * %     11.6 %     13.0 %

 

* Less than 10% during the period.

 

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

 

We buy our supplies from a relatively limited number of suppliers.

 

During the year ended December 31, 2018, our ten largest suppliers accounted for approximately 48.9% of our total purchases. During the year ended December 31, 2017, our ten largest suppliers accounted for approximately 57.9% of our total purchases. During the year ended December 31, 2016, our four largest suppliers accounted for approximately 60% of our total purchases. During the years ended December 31, 2018, 2017 and 2016, respectively, we had one, two and three suppliers that accounted for 10% or more of our purchases.

 

Supplier Name  Year Ended December 31,
2018
   Year Ended December 31,
2017
   Year Ended December 31,
2016
 
Brilliance Resources Company Limited   *%   *%   22.0%
Koco Group Ltd   *%   11.2%   13.2 
Grand Chemical Group   12.0%   12.4%   19.1%

 

* Less than 10% during the period.

 

Because we purchase a material amount of our raw materials from these suppliers, the loss of any such suppliers could result in increased expenses for our company and result in adverse impact on our business, financial condition and results of operations.

 

7

Table of Contents

 

Our bank accounts are not fully insured or protected against loss.

 

We maintain our cash with various banks located in mainland China, Hong Kong and the United States. Our cash accounts in the PRC are not insured or otherwise protected. To the extent our U.S. and Hong Kong accounts were to exceed statutory amounts, they would also not be fully protected against loss. Should any bank or trust company holding our cash deposits become insolvent, or if we are otherwise unable to withdraw funds, we would lose the cash on deposit with that particular bank or trust company.

 

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

 

We are highly dependent on our senior management to manage our business and operations and our key research and development personnel for the development of new products and the enhancement of our existing products and technologies. In particular, we rely substantially on our Chief Executive Officer, Mr. Xinfu Hu, and our Chief Operating Officer and Chair, Ms. Guilan Jiang, to manage our operations. Ms. Jiang and Mr. Hu are husband and wife and have been involved in the plastic industry for more than twenty years. Due to their experience in the industry and long relationships with our customer base, they would be difficult to replace.

 

While we provide the legally required personal insurance for the benefit of our employees, we do not maintain key person life insurance on any of our senior management or key personnel. The loss of any one of them would have a material adverse effect on our business and operations. Competition for senior management and our other key personnel is intense, and the pool of suitable candidates is limited. We may be unable to quickly locate a suitable replacement for any senior management or key personnel that we lose. In addition, if any member of our senior management or key personnel joins a competitor or forms a competing company, they may compete with us for customers, business partners and other key professionals and staff members of our company. Although each of our senior management and key personnel has signed a confidentiality and non-competition agreement in connection with his employment with us, we cannot assure you that we will be able to successfully enforce these provisions in the event of a dispute between us and any member of our senior management or key personnel.

 

In our efforts to develop new products and methods of manufacturing, we compete for qualified personnel with technology companies and research institutions. Intense competition for these personnel could cause our compensation costs to increase, which could have a material adverse effect on our results of operations. Our future success and ability to grow our business will depend in part on the continued service of these individuals and our ability to identify, hire and retain additional qualified personnel. If we are unable to attract and retain qualified employees, we may be unable to meet our business and financial goals.

 

Failure to manage our growth could strain our management, operational and other resources, which could materially and adversely affect our business and prospects.

 

Our growth strategy includes increasing market penetration of our existing products, developing new products and increasing the number and size of customers we serve. Pursuing these strategies has resulted in, and will continue to result in substantial demands on management resources. In particular, the management of our growth will require, among other things:

 

  continued enhancement of our research and development capabilities;
     
  stringent cost controls and sufficient liquidity;
     
  strengthening of financial and management controls;
     
  increased marketing, sales and support activities; and
     
  hiring and training of new personnel.

 

If we are not able to manage our growth successfully, our business and prospects would be materially and adversely affected.

 

Risks Related to Doing Business in China and Mexico

 

We are new to the Mexican legal system and the unfamiliarity could adversely affect us.

 

We plan to start production in Mexico by cooperating with a local shelter services company. The production and the operation is governed by Mexican law which we barely have any knowledge. Although the shelter service company is obligated to handle essentially all of the legal and compliance matters for us, we cannot guarantee that it will handle those matters correctly. The lack of knowledge to the local law may cause noncompliance or breach of contracts and could adversely affect us and make us lose all of our investment there.

 

Labor laws in the PRC may adversely affect our results of operations.

 

On June 29, 2007, the PRC government promulgated the Labor Contract Law of the PRC, which became effective on January 1, 2008. The Labor Contract Law imposes greater liabilities on employers and significantly affects the cost of an employer’s decision to reduce its workforce. Further, it requires certain terminations be based upon seniority and not merit. In the event we decide to significantly change or decrease our workforce, the Labor Contract Law could adversely affect our ability to enact such changes in a manner that is most advantageous to our business or in a timely and cost-effective manner, thus materially and adversely affecting our financial condition and results of operations.

 

8

Table of Contents

 

Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders.

 

China passed the Enterprise Income Tax Law, or the EIT Law, and it is implementing rules, both of which became effective on January 1, 2008. Under the EIT Law, an enterprise established outside of China with “de facto management bodies” within China is considered a “resident enterprise,” meaning that it can be treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define de facto management as “substantial and overall management and control over the production and operations, personnel, accounting, and properties” of the enterprise.

 

On April 22, 2009, the State Administration of Taxation of China, or the SAT, issued the Circular Concerning Relevant Issues Regarding Cognizance of Chinese Investment Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of de facto Management Bodies, or the SAT Notice 82, further interpreting the application of the EIT Law and its implementation to offshore entities controlled by a Chinese enterprise or enterprise group. Pursuant to the SAT Notice 82, an enterprise incorporated in an offshore jurisdiction and controlled by a Chinese enterprise or enterprise group will be classified as a “non-domestically incorporated resident enterprise” if (i) its senior management in charge of daily operations reside or perform their duties mainly in China; (ii) its financial or personnel decisions are made or approved by bodies or persons in China; (iii) its substantial assets and properties, accounting books, corporate stamps, board and shareholder minutes are kept in China; and (iv) at least half of its directors with voting rights or senior management often resident in China. After SAT Notice 82, the SAT issued a bulletin, known as SAT Bulletin 45, which took effect on September 1, 2011, to provide more guidance on the implementation of SAT Notice 82 and clarify the reporting and filing obligations of such “non-domestically incorporated resident enterprise.” SAT Bulletin 45 provides procedures and administrative details for the determination of resident status and administration on post-determination matters. On January 29, 2014, the SAT issued Announcement of the State Administration of Taxation on Recognizing Resident Enterprises Based on the Criteria of de facto Management Bodies, to further clarify the reporting and filing procedure for offshore entities controlled by a Chinese enterprise or enterprise group and recognized as a resident enterprise.

 

The determining criteria set forth in SAT Notice 82 and SAT Bulletin 45 may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, PRC enterprise groups or by PRC or foreign individuals. If the PRC tax authorities determine that FGI or its subsidiaries is a PRC resident enterprise for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we may be subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. In our case, this would mean that income such as non-China source income would be subject to PRC enterprise income tax at a rate of 25%. Currently, we do not have any non-China source income, as we complete our sales, including export sales, in China. Second, under the EIT Law and its implementing rules, dividends paid to us from our PRC subsidiaries would be deemed as “qualified investment income between resident enterprises” and therefore qualify as “tax-exempt income” pursuant to the clause 26 of the EIT Law. Finally, it is possible that future guidance issued with respect to the new “resident enterprise” classification could result in a situation in which the dividends we pay with respect to our ordinary shares, or the gain our non-PRC stockholders may realize from the transfer of our ordinary shares, may be treated as PRC-sourced income and may therefore be subject to a 10% PRC withholding tax. If we are required under the EIT Law and its implementing regulations to withhold PRC income tax on dividends payable to our non-PRC stockholders, or if non-PRC stockholders are required to pay PRC income tax on gains on the transfer of their shares of ordinary shares, our business could be negatively impacted and the value of your investment may be materially reduced. Further, if we were treated as a “resident enterprise” by PRC tax authorities, we would be subject to taxation in both China and such countries in which we have taxable income, and our PRC tax may not be creditable against such other taxes.

 

We may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption law.

 

We are subject to the U.S. Foreign Corrupt Practices Act (“FCPA”), and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We are also subject to Chinese anti-corruption laws, which strictly prohibit the payment of bribes to government officials. We have operations, agreements with third parties, and make sales in China, which may experience corruption. Our activities in China create the risk of unauthorized payments or offers of payments by one of the employees, consultants or distributors of our company, because these parties are not always subject to our control. We are in process of implementing an anticorruption program, which prohibits the offering or giving of anything of value to foreign officials, directly or indirectly, for the purpose of obtaining or retaining business. The anticorruption program also requires that clauses mandating compliance with our policy be included in all contracts with foreign sales agents, sales consultants and distributors and that they certify their compliance with our policy annually. It further requires that all hospitality involving promotion of sales to foreign governments and government-owned or controlled entities be in accordance with specified guidelines. In the meantime, we believe to date we have complied in all material respects with the provisions of the FCPA and Chinese anti-corruption laws.

 

However, our existing safeguards and any future improvements may prove to be less than effective, and the employees, consultants or distributors of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA or Chinese anti-corruption laws may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

 

9

Table of Contents

 

Uncertainties with respect to the PRC legal system could adversely affect us.

 

We conduct a substantial amount of our business through our subsidiaries in China. Our operations in China are governed by PRC laws and regulations. Our PRC subsidiaries are generally subject to laws and regulations applicable to foreign investments in China and, in particular, laws and regulations applicable to wholly foreign-owned enterprises. The PRC legal system is based on statutes. Prior court decisions may be cited for reference but have limited precedential value.

 

Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because some of these laws and regulations are relatively new, and because of the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

 

Governmental control of currency conversion may affect the value of your investment.

 

The PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. FGI receives revenues and purchases raw materials primarily in U.S. dollars but incurs other expenses primarily in RMB. Although our main suppliers are based in mainland China or based in Hong Kong with Chinese operating subsidiaries, some of them provide quotations in U.S. dollars. We choose quotations based on price competitiveness. In the past, U.S. dollars quotations were more competitive so we purchase almost all of our raw materials in U.S. dollars. However, recently several RMB quotations were more competitive and we accepted them and paid in RMB.

 

Under our current corporate structure, FGI’s income is primarily derived from dividend payments from our PRC subsidiaries. Shortages in the availability of foreign currency may restrict the ability of our PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. However, approval from appropriate government authorities is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our security-holders.

 

We are a holding company and we rely for funding on dividend payments from our subsidiaries, which are subject to restrictions under PRC laws.

 

We are a holding company incorporated in the Cayman Islands, and we operate our core businesses through our subsidiaries in the PRC and the United States. Therefore, the availability of funds for us to pay dividends to our shareholders and to service our indebtedness depends upon dividends received from these PRC subsidiaries. If our subsidiaries incur debt or losses, their ability to pay dividends or other distributions to us may be impaired. As a result, our ability to pay dividends and to repay our indebtedness will be restricted. PRC laws require that dividends be paid only out of the after-tax profit of our PRC subsidiaries calculated according to PRC accounting principles, which differ in many aspects from generally accepted accounting principles in other jurisdictions. PRC laws also require enterprises established in the PRC to set aside part of their after-tax profits as statutory reserves. These statutory reserves are not available for distribution as cash dividends. In addition, restrictive covenants in bank credit facilities or other agreements that we or our subsidiaries may enter into in the future may also restrict the ability of our subsidiaries to pay dividends to us. These restrictions on the availability of our funding may impact our ability to pay dividends to our shareholders and to service our indebtedness.

 

Our business may be materially and adversely affected if any of our PRC subsidiaries declare bankruptcy or become subject to a dissolution or liquidation proceeding.

 

The Enterprise Bankruptcy Law of the PRC, or the Bankruptcy Law, came into effect on June 1, 2007. The Bankruptcy Law provides that an enterprise will be liquidated if the enterprise fails to settle its debts as and when they fall due and if the enterprise’s assets are, or are demonstrably, insufficient to clear such debts.

 

Our PRC subsidiaries hold certain assets that are important to our business operations. If any of our PRC subsidiaries undergoes a voluntary or involuntary liquidation proceeding, unrelated third-party creditors may claim rights to some or all of these assets, thereby hindering our ability to operate our business, which could materially and adversely affect our business, financial condition and results of operations.

 

According to the SAFE’s Notice of the State Administration of Foreign Exchange on Further Improving and Adjusting Foreign Exchange Administration Policies for Direct Investment, effective on December 17, 2012, and the Provisions for Administration of Foreign Exchange Relating to Inbound Direct Investment by Foreign Investors, effective May 13, 2013, if any of our PRC subsidiaries undergoes a voluntary or involuntary liquidation proceeding, prior approval from the SAFE for remittance of foreign exchange to our shareholders abroad is no longer required, but we still need to conduct a registration process with the SAFE local branch. It is not clear whether “registration” is a mere formality or involves the kind of substantive review process undertaken by SAFE and its relevant branches in the past.

 

10

Table of Contents

 

Fluctuations in exchange rates could adversely affect our business and the value of our securities.

 

Changes in the value of the RMB against the U.S. dollar, Euro and other foreign currencies are affected by, among other things, changes in China’s political and economic conditions. Any significant revaluation of the RMB may have a material adverse effect on our revenues and financial condition, and the value of, and any dividends payable on our shares in U.S. dollar terms. For example, to the extent that we need to convert U.S. dollars into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on RMB amount we would receive from the conversion. Conversely, if we decide to convert our RMB into U.S. dollars for the purpose of paying dividends on our Ordinary Shares or for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount available to us. In addition, fluctuations of the RMB against other currencies may increase or decrease the cost of imports and exports, and thus affect the price-competitiveness of our products against products of foreign manufacturers or products relying on foreign inputs.

 

Since July 2005, the RMB is no longer pegged to the U.S. dollar. Although the People’s Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.

 

We reflect the impact of currency translation adjustments in our financial statements under the heading “accumulated other comprehensive income (loss).” For year ended December 31, 2018, we had a negative adjustment of $3,147,531 for foreign currency translations. For year ended December 31, 2017, we had a positive adjustment of $2,172,347 for foreign currency translations. For years ended December 31, 2016, we had a negative adjustment of $1,913,200 for foreign currency translations. Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions. While we may enter into hedging transactions in the future, the availability and effectiveness of these transactions may be limited, and we may not be able to successfully hedge our exposure at all. In addition, our foreign currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currencies.

 

If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations and our reputation and could result in a loss of your investment in our shares, especially if such matter cannot be addressed and resolved favorably.

 

Recently, U.S. public companies that have substantially all of their operations in China, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in some cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on our company and our business. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend the Company. This situation may be a major distraction to our management. If such allegations are not proven to be groundless, our company and business operations will be severely hampered and your investment in our shares could be rendered worthless.

 

PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident shareholders to penalties and limit our ability to inject capital into our PRC subsidiary, limit our PRC subsidiary’s ability to distribute profits to us, or otherwise adversely affect us.

 

The SAFE promulgated the Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, or SAFE Circular 37, in July 2014 that requires PRC residents or entities to register with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing. In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle undergoes material events relating to any change of basic information (including change of such PRC citizens or residents, name and operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.

 

SAFE Circular 37 was issued to replace the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75.

 

If our shareholders who are PRC residents or entities do not complete their registration with the local SAFE branches, our PRC subsidiary may be prohibited from distributing their profits and proceeds from any reduction in capital, share transfer or liquidation to us, and we may be restricted in our ability to contribute additional capital to our PRC subsidiary. Moreover, failure to comply with the SAFE registration described above could result in liability under PRC laws for evasion of applicable foreign exchange restrictions.

 

11

Table of Contents

 

Ms. Jiang has completed her SAFE Circular 37 registration. Ms. Sujuan Zhu, Mr. Qian Hu, Mr. Xinzhong Wang, Mr. Jinxue Jiang and Mr. Yongjun Guo have applied to SAFE’s local branch in Taizhou for registration, but we cannot provide any assurances that such registration will be completed in a timely manner. Moreover, we may not be fully informed of the identities of all our beneficial owners who are PRC citizens or residents, and we cannot compel our beneficial owners to comply with SAFE registration requirements.

 

As a result, we cannot assure you that all of our shareholders or beneficial owners who are PRC citizens or residents have complied with, and will in the future make or obtain any applicable registrations or approvals required by, SAFE regulations. Failure by such shareholders or beneficial owners to comply with SAFE regulations, or failure by us to amend the foreign exchange registrations of our PRC subsidiary, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiaries’ ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and prospects.

 

Risks Related to Our Corporate Structure and Operation

 

We incur additional costs as a public company, which could negatively impact our net income and liquidity.

 

We are a public company in the United States. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act and rules and regulations implemented by the SEC and The Nasdaq Capital Market require significantly heightened corporate governance practices for public companies. We expect that these rules and regulations to increase our legal, accounting and financial compliance costs and make many corporate activities more time-consuming and costly.

 

We do not expect to incur materially greater costs as a public company than those incurred by similarly sized foreign private issuers. If we fail to comply with these rules and regulations, we could become the subject of a governmental enforcement action, investors may lose confidence in us and the market price of our Ordinary Shares could decline.

 

Entities controlled by our employees, officers and/or directors control a majority of our Ordinary Shares, decreasing your influence on shareholder decisions.

 

Entities controlled by our employees, officers and/or directors, in the aggregate, continue to own a majority of our outstanding shares. As a result, our employees, officers and directors possess substantial ability to impact our management and affairs and the outcome of matters submitted to shareholders for approval. These shareholders, acting individually or as a group, could exert control and substantial influence over matters such as electing directors and approving mergers or other business combination transactions. This concentration of ownership and voting power may also discourage, delay or prevent a change in control of our company, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our Ordinary Shares. These actions may be taken even if they are opposed by our other shareholders. See “MAJOR SHAREHOLDERS.”

 

The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.

 

We are a publicly listed company in the United States. As a publicly listed company, we are required to file periodic reports with the Securities and Exchange Commission upon the occurrence of matters that are material to our company and shareholders. In some cases, we need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our company. Similarly, as a U.S.-listed public company, we are governed by U.S. laws that our non-publicly traded competitors are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public listing could affect our results of operations.

 

We are a “foreign private issuer,” and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.

 

We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we are subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we are not required to issue quarterly reports or proxy statements. We are not required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers are not required to report equity holdings under Section 16 of the Exchange Act and are not subject to the insider short-swing profit disclosure and recovery regime.

 

12

Table of Contents

 

As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we are still subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.

 

As a foreign private issuer, we are permitted to rely on exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, including the requirement that a majority of an issuer’s directors consist of independent directors. If we opt to rely on such exemptions in the future, such decision might afford less protection to holders of our ordinary shares.

 

Section 5605(b)(1) of the Nasdaq Listing Rules requires listed companies to have, among other things, a majority of its board members to be independent, and Section 5605(d) and 5605(e) require listed companies to have independent director oversight of executive compensation and nomination of directors. As a foreign private issuer, however, we are permitted to follow home country practice in lieu of the above requirements. We agreed with our underwriters that we do not opt to follow home country practice in lieu of such requirements for two years after the completion of our initial public offering. See “Item 16.G. Corporate Governance.” As this period has passed, we can decide to follow home country practice and our board of directors could make such a decision to depart from such requirements by ordinary resolution. The remainder of this risk factor, therefore, discusses risks to shareholders in the event the board of directors were to depart from some of such Nasdaq requirements and instead follow home country practices.

 

The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors or the implementation of a nominating and corporate governance committee. Since a majority of our board of directors would not consist of independent directors if we relied on the foreign private issuer exemption, fewer board members would be exercising independent judgment and the level of board oversight on the management of our company might decrease as a result. In addition, we could opt to follow Cayman Islands law instead of the Nasdaq requirements that mandate that we obtain shareholder approval for certain dilutive events, such as an issuance that will result in a change of control, certain transactions other than a public offering involving issuances of 20% or greater interests in the company and certain acquisitions of the shares or assets of another company. For a description of the material corporate governance differences between the Nasdaq requirements and Cayman Islands law, see “Description of Share Capital — Differences in Corporate Law” in our registration statement on Form F-1 (File no. 333-205894), filed with the SEC on July 28, 2015, as amended.

 

Our directors’ and executive officers’ other business activities may pose conflicts of interest.

 

Our directors and executive officers may have other business interests outside the company from time to time that could potentially give rise to conflicts of interest. For example, our Chief Operating Officer and Chair, Guilan Jiang, previously owned 50% of Wenling Fulin Plastic Products Co. Ltd. Ms. Jiang was also its legal representative and general manager. Wenling Fulin Plastic Products Co. Ltd. is a holding company with no investment in any competing business with us, although it has investment in a local commercial bank and leases its land to a restaurant. While the company was previously in our industry, this privately held company’s operations, but not the name, have changed. Notwithstanding the foregoing, if this company were to begin to operate within our industry and Ms. Jiang operates this company again, we might find a conflict of interest.

 

Although her business working time at this company is flexible, Ms. Jiang historically devoted very limited time to matters concerning Wenling Fulin Plastic Products Co. Ltd., and most of her time to matters for FGI. If Ms. Jiang devotes any significant time and effort to her other companies in the future, such business activities could both distract her from focusing on FGI and pose a conflict of interest to the extent her activities at any other companies compete with our company.

 

An insufficient amount of insurance could expose us to significant costs and business disruption.

 

While we have purchased insurance to cover certain assets and property of our business, the amounts and scope of coverage could leave our business inadequately protected from loss. For example, not all of our subsidiaries have coverage of business interruption insurance. If we were to incur substantial losses or liabilities due to fire, explosions, floods, other natural disasters or accidents or business interruption, our results of operations could be materially and adversely affected.

 

We may have additional tax liabilities and the recent changes to the U.S. tax law could adversely affect our tax obligations and operating results.

 

We are a multinational company subject to tax in several U.S. and foreign tax jurisdictions. Significant judgment is required in determining our tax provision for income taxes and evaluating our tax positions on a consolidated basis. We believe our tax positions are consistent with the tax laws in the jurisdictions in which we conduct our business. Should any tax authority disagree with our judgement or estimates and impose any additional tax liabilities on us, it could adversely impact our results of operations and financial position.

 

On December 22, 2017, the U.S. enacted tax reform through the Tax Cuts and Jobs Act of 2017 (the “Act”), and the Act made significant changes to U.S. income tax law including the manner in which the U.S. imposes income tax on multinational corporations. The U.S. Department of Treasury, the Internal Revenue Service and other standard-setting bodies have authority to issue regulations or interpretative guidance that may impact how we apply the law and impact our results of operations in the period issued and subsequently. Based on our understanding of the Act and guidance available as of the date of this filing, we have determined that there was no significant income tax impact derived from the Act for our 2018 taxable year and on the tax amounts reported in our 2018 financial statements. As additional regulatory guidance is issued, and as we gain better understanding of the operation of the relevant rules, our analysis and conclusion may be different from our current assessments, which could materially affect our results of operations and financial position.

13

Table of Contents

 

Risks Related to Ownership of Our Ordinary Shares

 

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Ordinary Shares less attractive to investors.

 

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1 billion, if we issue more than $1.07 billion in non-convertible debt in a three year period, or if the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict if investors will find our Ordinary Shares less attractive because we may rely on these exemptions. If some investors find our Ordinary Shares less attractive as a result, there may be a less active trading market for our Ordinary Shares and our share price may be more volatile.

 

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail our company of this exemption from new or revised accounting standards and, therefore, are subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

 

If we are unable to maintain effective internal control over financial reporting in the future, and we may fail to detect errors in reports, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Ordinary Shares may decline.

 

As a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such internal control. In addition, we are required to furnish a report by management on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act. We have completed our design of internal controls over financial reporting; and we have improved our internal controls by performing the adjustment entries before our auditor suggest them. However, we failed to engage our external financial consultant to conduct in-person field work for the financial reporting for the year ended December 31, 2018 and our independent auditors proposed a number of significant adjustments. Please see the material weakness in our internal controls discussed on page 96. In addition, our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting beginning with our annual report on Form 20-F following the date on which we are no longer an “emerging growth company,” which may be up to five full years following the date of our initial public offering. If we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting when required, we may fail to detect errors in a timely fashion and investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Ordinary Shares could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the Securities and Exchange Commission, or the SEC, or other regulatory authorities, which could require additional financial and management resources.

 

The requirements of being a public company may strain our resources and divert management’s attention.

 

As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the securities exchange on which we list, and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations nonetheless increases our legal and financial compliance costs, makes some activities more difficult, time-consuming or costly and increases demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual and current reports with respect to our business and operating results. In addition, as long as we are listed on The Nasdaq Capital Market, we are also required to file semi-annual financial statements.

 

As a result of disclosure of information in this annual report and in filings required of a public company, our business and financial condition will become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business, brand and reputation and results of operations.

 

We also expect that being a public company and these rules and regulations make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee, and qualified executive officers.

 

14

Table of Contents

 

The market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the price you paid.

 

The trading price for our Ordinary Shares has fluctuated since we first listed our Ordinary Shares. Since our Ordinary Shares became listed on the Nasdaq on November 4, 2015, the trading price of our Ordinary Shares has ranged from US $6 to US $1.68 per common share, and the last reported trading price on April 2, 2019 was $2.4 per Ordinary Share. The market price of our Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

 

  actual or anticipated fluctuations in our revenue and other operating results;
     
  the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
     
  actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
     
  announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;
     
  price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
     
  lawsuits threatened or filed against us; and
     
  other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

 

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

 

We do not intend to pay dividends for the foreseeable future.

 

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Ordinary Shares if the market price of our Ordinary Shares increases.

 

We are subject to liability risks stemming from our foreign status, which could make it more difficult for investors to sue or enforce judgments against our company.

 

Most of our operations and assets are located in the PRC. In addition, most of our executive officers and directors are non-residents of the U.S., and much of the assets of such persons are located outside the U.S. As a result, it could be difficult for investors to effect service of process in the U.S., or to enforce a judgment obtained in the U.S. against us or any of these persons.

 

In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States. The circumstances in which any such action may be brought, and the procedures and defenses that may be available in respect to any such action, may result in the rights of shareholders of a Cayman Islands company being more limited than those of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred. The Cayman Islands courts are also unlikely to recognize or enforce against us judgments of courts in the United States based on certain liability provisions of U.S. securities law; and to impose liabilities against us, in original actions brought in the Cayman Islands, based on certain liability provisions of U.S. securities laws that are penal in nature. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce the non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered.

 

Lastly, under the law of the Cayman Islands, there is little statutory law for the protection of minority shareholders. The principal protection under statutory law is that shareholders may bring an action to enforce the constituent documents of the corporation, our First Amended and Restated Memorandum and Articles of Association. Shareholders are entitled to have the affairs of the company conducted in accordance with the general law and the articles and memorandum.

 

15

Table of Contents

 

There are common law rights for the protection of shareholders that may be invoked, largely dependent on English company law, since the common law of the Cayman Islands for business companies is limited. Under the general rule pursuant to English company law known as the rule in Foss v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minority of its shareholders who express dissatisfaction with the conduct of the company’s affairs by the majority or the board of directors. However, every shareholder is entitled to have the affairs of the company conducted properly according to law and the constituent documents of the corporation. As such, if those who control the company have persistently disregarded the requirements of company law or the provisions of the company’s First Amended and Restated Memorandum and Articles of Association, then the courts will grant relief. Generally, the areas in which the courts will intervene are the following: (1) an act complained of which is outside the scope of the authorized business or is illegal or not capable of ratification by the majority; (2) acts that constitute fraud on the minority where the wrongdoers control the company; (3) acts that infringe on the personal rights of the shareholders, such as the right to vote; and (4) where the company has not complied with provisions requiring approval of a special or extraordinary majority of shareholders, which are more limited than the rights afforded minority shareholders under the laws of many states in the United States.

 

Our board of directors may decline to register transfers of ordinary shares in certain circumstances.

 

Our board of directors may, in its sole discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our directors may also decline to register any transfer of any share unless (i) the instrument of transfer is lodged with us, accompanied by the certificate for the shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; (ii) the instrument of transfer is in respect of only one class of shares; (iii) the instrument of transfer is properly stamped, if required; (iv) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four; (v) the shares conceded are free of any lien in favor of us; or (vi) a fee of such maximum sum as Nasdaq may determine to be payable, or such lesser sum as our board of directors may from time to time require, is paid to us in respect thereof.

 

If our directors refuse to register a transfer they shall, within one month after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.

 

You may be unable to present proposals before general meetings or extraordinary general meetings not called by shareholders.

 

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our First Amended and Restated Articles of Association allow our shareholders holding shares representing in aggregate not less than 20% of our voting share capital in issue, to requisition an extraordinary general meeting of our shareholders, in which case our directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting.

 

Although our First Amended and Restated Articles of Association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders, any shareholder may submit a proposal to our board of directors for consideration of inclusion in a proxy statement. Advance notice of at least ten calendar days is required for the convening of our annual general shareholders’ meeting and any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists of at least one shareholder present or by proxy, representing not less than one-third in nominal value of the total issued voting shares in our company.

 

Item 4. Information on the Company

 

A. History and Development of the Company

 

Fuling Global Inc. (“FGI”) was incorporated in the Cayman Islands on January 19, 2015. FGI has an indefinite term. FGI, its subsidiaries and its variable interest entity (“VIE”) (collectively the “Company”) are principally engaged in the production and distribution of environmentally-friendly plastic and paper serviceware in the People’s Republic of China (“PRC” or “China”) and United States (“U.S.”). Most products are exported to the U.S. and Europe and sold to major fast food chains and wholesalers.

 

The address of FGI’s principal place of business is Southeast Industrial Zone, Songmen Town, Wenling, Zhejiang Province, People’s Republic of China 317511. FGI’s phone number is +86-576-86623058. We have appointed C T Corporation System (The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801) as our agent to receive service of process with respect to any action brought against us in the courts of the State of Delaware under the federal securities laws of the United States or under the securities laws of the State of Delaware.

 

16

Table of Contents

 

Taizhou Fuling Plastics Co., Ltd. (“Taizhou Fuling”) was established on October 28, 1992 as a Sino-Foreign joint venture under the laws of the People’s Republic of China (“China” or “PRC”) with initial registered capital of $510,000.

 

On April 26, 2004, Total Faith Holdings Limited (“Total Faith”) was incorporated in British Virgin Islands.

 

In May 2005, Total Faith became one of Taizhou Fuling’s shareholders. The other shareholder was Wenling County Songmen Plastic Co., Ltd. (“Wenling Songmen”). In the same month, Wenling Songmen and Total Faith added $846,300 and $289,700, respectively, to the registered capital of Taizhou Fuling.

 

In December 2005, Taizhou Fuling changed its name to Zhejiang Fuling Plastic Co., Ltd. Wenling Songmen and Total Faith added $745,000 and $255,000, respectively, to the registered capital.

 

In November 2006, Taizhou Fuling changed its name from Zhejiang Fuling Plastic Co., Ltd. to Taizhou Fuling Plastics Co., Ltd. and extended its term from 15 years to 25 years. In July 2015, Taizhou Fuling extended its term from 25 years to 45 years. Therefore, its term is from October 28, 1992 to October 27, 2037.

 

In November 2007, Wenling Songmen and Total Faith added $670,500 and $229,500, respectively, to the registered capital.

 

On March 12, 2009, Wenling Songmen, one of Taizhou Fuling’s two investors, changed its name to Wenling Fulin Plastic Products Co. Ltd.

 

In May 2014, Total Faith added $7,530,000 of registered capital to Taizhou Fuling. Wenling Songmen waived its right to add registered capital. As a result, Total Faith and Wenling Songmen held 76% and 24%, respectively, of the equity interests in Taizhou Fuling at the time. The total registered capital was increased to $11,110,000.

 

On May 28, 2014, Total Faith acquired Wenling Songmen’s 24% interest in Taizhou Fuling for RMB 29 million, which was funded by a loan from Wenling Songmen for RMB 12.6 million and capital investment from Ms. Jiang for RMB 16.4 million. In compliance with Chinese business regulations, in order to update business registration with State Administration for Industry and Commerce, the consideration should be determined based on “fair value” of the interest transferred, which was determined to be RMB 29 million, compared to RMB 16.4 million, the registered capital owned by Wenling Songmen. Total Faith, Wenling Songmen agreed that loan would be settled automatically after the RMB 12.6 million paid to Wenling Songmen, which is the excess to the register capital. As a result of the acquisition, Taizhou Fuling changed its entity type from a Sino-Foreign joint venture to a wholly foreign owned enterprise (“WFOE”). Taizhou Fuling is now 100% owned by Total Faith.

 

Taizhou Fuling has three wholly-owned subsidiaries, Zhejiang Great Plastics Technology Co., Ltd. (“Great Plastics”), Fuling Plastic USA, Inc. (“Fuling USA”), and Direct Link USA LLC (“Direct Link”).

 

Great Plastics was incorporated in China in March 2010 and principally engaged in the production of drinking straws, cup and plate items. Fuling USA was incorporated in the Commonwealth of Pennsylvania in 2014. Fuling USA is establishing the Company’s first production factory in the U.S. and will principally engage in the production of cutlery and straw items. Direct Link was incorporated in the State of Delaware in 2011. Great Plastics and Fuling USA serve as import trading companies of Taizhou Fuling in the United States.

 

Prior to the incorporation of Fuling USA, we incorporated a similarly-named wholly-owned subsidiary in New York named Fuling Plastics USA Inc. (“Old Fuling USA”) in 2009. (Note that Fuling USA’s name is the singular Fuling Plastic, rather than the plural Fuling Plastics.) Old Fuling USA served as a trading company that imported certain products from our China facilities and sold them to our customers in the U.S. Since we incorporated Fuling USA in 2014 in Pennsylvania to coordinate our Allentown project, we no longer needed to maintain Old Fuling USA and reduced its operations in January 2014. Old Fuling USA was dissolved on April 8, 2015.

 

Total Faith effectively controls Domo Industry Inc. (“Domo”), a U.S. company established in the State of New York in October 2007, based on the fact that Domo’s equity at risk is not sufficient to permit it to carry on its activities without additional subordinated financial support from Total Faith. Total Faith is obligated to absorb a majority of the risk of loss from Domo’s activities and to receive the majority of Domo’s residual returns. Based on this arrangement, Total Faith has gained effective control over Domo and Domo is considered a Variable Interest Entity (“VIE”) under Accounting Standards Codification (“ASC”) 810-10-05-08A. Accordingly, Total Faith consolidates Domo’s operating results, assets and liabilities.

 

On January 9, 2015, Fuling USA transferred 100% of its interest in Direct Link to Taizhou Fuling, and Ms. Jiang transferred her 49% interest in Domo to Total Faith, both in connection with the reorganization of our corporate structure in preparation for our initial public offering. On February 19, 2015, Ms. Jiang transferred her interest in Total Faith, which is 100% of the equity of Total Faith, to FGI. At the completion of these transactions, (i) Total Faith owns 49% of the equity of Domo but maintains effective control; (ii) Taizhou Fuling owns 100% of the equity of Direct Link; (iii) FGI owns 100% of the equity of Total Faith; and (iv) eight shareholders own 100% of the equity of FGI.

 

In November 2015, we completed our initial public offering, in which we offered and sold an aggregate of 4,038,423 ordinary shares. We received approximately US $20 million in proceeds before expenses. Our ordinary shares are listed on the Nasdaq under the symbol “FORK.”

 

17

Table of Contents

 

In November 2015, Total Faith increased Taizhou Fuling’s registered capital from $11.11 million to $21.63 million.

 

In September 2016, Taizhou Fuling established Wenling Changli Import and Export Co., Ltd. (“Wenling Changli”) in China. Wenling Changli’s main business is to export materials from China to our Allentown facility.

 

In November 2018, Great Plastics signed sales contracts (the “Contracts”) to sell the real properties previously used as one of its manufacturing factories in China the “Sanmen Factory”) to Zhejiang Zhongye Packaging Technology Co. Ltd., an unrelated third party, for total cash consideration of RMB 40.2 million (approximately US$5.8 million). We have relocated almost all of related machines and equipment to our new Wenling Factory. We plan to dissolve Great Plastics by September 2019 when we expect certain administrative matters will be resolved.

 

We are in the process of setting up manufacturing operation under the maquiladora model in Monterrey, Mexico (the “Mexico Factory”). In December 2018, we signed a building lease with Interpuerto Industrial Park in Monterrey, Mexico and a service agreement with a local shelter service company to help with administrative, accounting, compliance, import/export, human resources, etc., at the Mexico Factory. The local shelter service company established a shelter company which is not legally owned by us. We signed a maquila services agreement with this shelter company in January 2019 according to which the shelter company will operate the factory. We pay for all the costs and expenses for the operation. In exchange the shelter company manufactures the products and ship them to us for sales in the U.S. Factory renovating is expected to start in April 2019, followed by equipment installation and testing and worker recruitment in May 2019. We expect that the first phase of the Mexico Factory will have an annual design capacity of 10,000 tons and will be primarily used for producing plastic and paper straws and paper cups serving the U.S. market. We expect to launch commercial production at the Mexico Factory by July 2019.

 

We are in the process of constructing our Wenling factory and expanding our Allentown factory. Our Wenling factory is under the second phase of the construction which is expected be completed in August 2019.

 

B. Business Overview

 

We have been in business since 1992. In the beginning, however, we did not produce the disposable serviceware products we produce today. Instead, for our first 10 years, we sold plastic household articles, baskets and other plastic products mainly in Europe. During this time, we were a relatively small company generating a few million dollars per year in revenue.

 

In 2003, the focus of our company changed dramatically. We met a company from Pennsylvania at the China Import and Export Fair in 2003, and they were looking for a supplier of disposable plastic serviceware products to serve one of their large customers. Although we had not, at that time, ever produced cutlery of any type, we saw the opportunity to help this company, which had more than 70 years of operating history, meet its production requirements for a large customer.

 

Many of our competitors turned away from an opportunity like this, since the production of disposable serviceware was seen as a low profit venture. Although the profit margins were lower, the revenues were significantly higher, allowing us to reach revenues of more than $10 million per year in 2003 and 2004.

 

Our customer was pleased with the quality of our products, and we began to increase our production levels to meet the new demand. There were, of course, some challenges along the way as we learned the requirements and increasing environmental sensitivities of our new industry. For example, we were initially unprepared for the audits conducted by QSR chains when the customer’s Shanghai branch first visited our factory. After failing that first inspection, we tirelessly worked to address all of the issues noted and succeeded in passing the audit just seven short days later.

 

As we increased our business supplying our first QSR chain, other customers sought us out to provide disposable serviceware products as well. Continued growth raised our sales to approximately $20 million per year in 2008.

 

In 2009, we started to work directly with U.S. customers rather than through intermediaries. Although this decision has been an important component of our long-term success, our orders temporarily decreased, affecting our sales during the period, as some distributors sourced products from some of our competitors that lacked the ability to compete directly with such intermediaries.

 

We saw these challenges as an opportunity to continue growing our business. We began our own research and development efforts to differentiate our company from the numerous small Chinese factories that were capable of filling existing demand but lacked the ability to develop new materials and production machines. We have also retained Mr. John Kunes, an experienced executive in the U.S. plastic foodservice disposable industry, who was instrumental in helping us build direct relationships with QSR chains. Mr. Kunes currently serves as an Executive Vice President of Fuling USA.

 

As we have grown into a mature company in our industry, we have developed four main types of customers:

 

1. Dealers

 

2. QSRs

 

3. Manufacturers

 

4. Retailers

 

18

Table of Contents

  

Our Industry

 

Foodservice Disposables — Generally

 

The foodservice disposables industry is segmented into (1) packaging, (2) serviceware and (3) napkins and other disposables. According to a 2013 report by the Freedonia Group, demand for the entire foodservice disposable industry is projected to reach $19.7 billion by 2017, representing compound annual growth of 3.6% per year from 2012 sales of $16.5 billion. This projected growth rate is based on a historical compound annual growth rate of 3.7% from 2007 through 2012. The industry projection consists of a blended compound annual growth rate of 4.1% in packaging, 3.2% in serviceware and 2.2% in napkins and other disposables, compared with historical compound annual growth rates of 4.1%, 3.5% and 2.3%, respectively, in the 2007 to 2012 period.

 

Serviceware Segment

 

Our products consist predominantly of serviceware, which includes cutlery, drinking straws, cups and plates. Approximately 45.5% of foodservice disposable sales were for disposable serviceware:

 

 

 

(The Freedonia Group, Inc.)

 

Serviceware segment’s total revenues in 2012 were $7.5 billion, compared with $6.3 billion in 2007. By far, the largest component of serviceware products is cups, including beverage cups and portion cups, which accounted for approximately 55% of demand in the segment in 2012. According to 2014 polls conducted by Experian, nearly 65% of U.S. households use disposable cups and plates, and of those who use such products, more participants said they use the store brand (26.5%) than the next highest brand preference (20.1%). For companies like ours, which produce products under the brand names of our customers, the absence of strong brand loyalty in our industry is positive news.

 

Demand for serviceware has been driven by continued strength in QSR demand and the growth of limited service restaurants and retailer in-store cafes and snack bars.

 

19

Table of Contents

 

Raw Materials in Foodservice Disposables Industry

 

Foodservice disposables use a variety of materials, depending on the intended use of such disposables. Approximately 7.3 billion pounds of raw materials were used in manufacturing foodservice disposables in 2012:

 

 

(The Freedonia Group, Inc.)

 

Paper products are commonly used for bags, soda and coffee cups, napkins and wrapping papers. Aluminum foil products are often found in limited service restaurant take-out containers and foil/paper laminated wraps. Plastics (including a variety of polystyrene (“PS”), polypropylene (“PP”), polyethylenes and degradable resins) are seen in utensils, straws, clamshell containers, cups and container lids.

 

Plastics have an important role in the foodservice disposables industry, due to their impressive range of appropriate uses: keeping food hot, keeping food cold, low cost, light weight, water-tightness, clarity, flavor neutrality and malleability for different uses.

 

While we believe we are able to produce products that can be used for a variety of uses, we also recognize that specific products may be better suited for desired uses: for example, while we produce plastic drinking straws and are able to produce plastic wrappers for such straws, our customers typically prefer that we obtain paper wrappers for the straws we provide to them, both for cost reasons and also for safety reasons, as wet plastic wrappers may become pose accident risks on QSR floors.

 

Moreover, even where plastic products are well suited to specific uses, consumer preferences may affect demand. For example, few materials are better suited to keeping coffee warm (and avoiding burning the hands holding that coffee) than foamed polystyrene cups; however, due to environmental concerns some QSRs and other customers have chosen paper cups and cardboard sleeves as an alternative to foamed polystyrene. Indeed, some municipalities and states in the United States have proposed regulations that would prevent such cups from being sold.

 

To address these consumer requirements and to anticipate local ordinances, manufacturers like our company have researched and developed environmentally-friendly alternatives to traditional plastic products. As of 2012, degradable products accounted for almost 2% of the total foodservice disposables revenue in the United States. Cups and containers made up approximately 75% of that demand. Degradable plastics consist primarily of starch-based plastics and polylactic acid (“PLA”).

 

Our Products

 

While a majority of our products purchased by our customers use the above-mentioned PP, PS including General Purpose Polystyrene (“GPPS”) and High Impact Polystyrene (“HIPS”), and PET, we focused on developing more environmentally-friendly solutions in order to continue to compete as our target markets’ environmental laws become more stringent. We have already seen products like foamed polystyrene banned or heavily restricted in some of our target markets. We believe that by providing biodegradable disposable food service items, we may find a competitive advantage over companies that produce only traditional, less environmentally-friendly products.

 

In addition to plastic serviceware, we also produce paper straws and paper cups. We have been manufacturing paper cups in our Songmen factory since 2017. In 2018, we launched paper straw product after installing 35 paper straw production lines in our new Wenling factory.

 

We have collaborated with the Technical Institute of Physics and Chemistry, Chinese Academy of Sciences in research regarding foodservice disposables technology in materials, processes and systems. Under the terms of the Technology Development & Cooperation Contract between Taizhou Fuling and Chinese Academy of Sciences, the right to apply for a patent of an invention or creation and the right to use the know-how achieved in cooperative development shall be jointly owned by the parties thereto. Moreover, according the PRC Contract Law, if the Chinese Academy of Sciences transfers the right to apply for a patent, Taizhou Fuling has the right of first refusal under the same conditions.

 

It is through these collaborations that we have secured important breakthroughs resulting in proprietary knowledge and patents. Currently our research focuses on the latest biodegradable materials, including Polybutylene Succinate (“PBS”), PLA, and cellulose.

 

20

Table of Contents

 

  1. PBS is crystallized biodegradable polyester. As PBS decomposes naturally into water and carbon dioxide, it is a biodegradable alternative to some common plastics. It is both a green and environmentally-friendly material. It has high mechanical performance, good toughness, good thermal stability, and a wide range of processing temperature and high heat deflection temperature. PBS can be processed by various molding ways with normal equipment. To meet the requirements of various products, it can be mixed with other biodegradable or natural materials, such as PLA, polypropylene carbonate (“PPC”), polyhydroxyalkanoates (“PHAs”), Polycaprolactone (“PCL”) and starch or wood powder.
     
  2. PLA is a biodegradable thermoplastic aliphatic polyester derived from renewable resources, such as corn starch (in the United States), tapioca roots, chips or starch (mostly in Asia), or sugarcane (in the rest of the world). In 2010, PLA had the second highest consumption volume of any bioplastic of the world.
     
  3. Cellulose is an organic compound. It is the most abundant organic polymer on Earth. Cellulose has no taste, is odorless, is insoluble in water and most organic solvents and is biodegradable. Hydroxyl bonding of cellulose in water produces a sprayable, moldable material as an alternative to the use of plastics.

 

Our advanced R&D center in Wenling, Zhejiang aims to develop five new products every year. While our ability to maximize use of biodegradable materials will ultimately hinge on customer demand, we seek to maximize the environmental friendliness of our products. For a list of some of our recent research projects, see “BUSINESS — Research and Development.”

 

Our Environmental Stewardship Measures

 

We endeavor to increase our production of environmentally-friendly products and reduce pollution in the production process. We have formulated various environmental manuals and policies, including Environmental Targets, Environmental Measure Implementation Plan and Environmental Training Management Procedure . We also have founded an environmental management group whose members have relevant environmental management qualifications and experience. We keep complete records of our clean production files. We have implemented examination equipment for monitoring pollution and full operations records of our environmental protection facility. We strictly comply with laws and regulations about environmental protection and comprehensive utilization of resources. We have never been penalized by any environmental protection governmental agency.

 

We have obtained several environmental stewardship-related certificates for our management systems that are listed in the following table.

 

Fuling Environmental Stewardship-related Certificates

 

Issuing Authority   Certificate   Recipient   Standard   Applicable to   Valid Period
Beijing Zhong-An-Zhi-Huan Certification Center   Environmental Management System Certificate   Taizhou Fuling   GB/T 24001 — 2016/ISO 14001:2015   Plastic drinking cups and disposable plastic tableware production and service   2017-09-19 until 2020-09-13
                     
Beijing Zhong-An-Zhi-Huan Certification Center   Environmental Management System Certificate   Great Plastics   GB/T 24001 — 2016/ISO 14001:2015   Production and related activities of disposable plastic cutlery and plastic cups   2017-09-19 until 2020-09-13

 

Production Strategy

 

Product Mix

 

While we will continue to improve our traditional serviceware segment offerings, we plan to grow our packaging segment. Our customers in this segment are mainly retailers and wholesalers. We launched clamshell product in 2018 after installing one clamshell production line in our new Wenling factory. While packaging materials currently constitute a small percentage of our sales revenue, we aim to achieve significant growth in this segment. Our decision is based on following reasons:

 

(1) Our packaging products have the same customer base as our serviceware products.

 

(2) Several big cities including New York have discussed or announced bans on some level of plastic foam containers. Many of these containers are made of a plastic resin known as expanded polystyrene. These polystyrene materials are difficult to recycle and do not bio-degrade naturally. Considering the amount of plastic foam containers consumed every day in big cities which will soon be banned and increasing political and socioeconomic pressures, we estimate that environmentally-friendly packaging products like ours will be competitive alternatives for a variety of new customers.

 

(3) Our R&D efforts and production facilities have prepared us to provide advanced environmentally-friendly packaging products to meet demand.

 

In addition, we launched paper straw product in 2018 after installing 35 paper straw production lines in our new Wenling factory. Our customers for this product involve retailers, wholesalers, QSRs and restaurants. As more and more fast food restaurants and coffee chains started using paper straws, we believe our sales on paper straws will keep growing.

 

21

Table of Contents

 

Manufacturing Locations

  

Mexico Factory

 

Decision to Invest in Mexico

 

We decided to start production in Mexico for the following reasons:

 

1) The ongoing U.S.- China trade tensions cast uncertainties for our export business to the U.S. market, our largest market segment that accounted for 85% of our revenues during the first half of 2018. By contrast, Mexico has free-trade agreements with over 45 countries around the world, including U.S., making Mexico a perfect launch pad for global manufacturing. In addition, under the maquiladora (shelter) structure that we are using, we are exempt to pay taxes in Mexico because all of our products will be shipped to U.S. for sale.

 

2) Mexico is only hours or at most a few days from U.S. supply outlets and market; the value chain between these two countries is very short, reducing transportation costs and production time. Especially for the cups and straws or similar hollow products which cannot be packed as tightly as cutlery and cause shipping costs as a higher percentage of the total cost, producing them in Mexico instead of China and shipping them to U.S., especially to the south of U.S. will save us a lot of shipping fees.

 

3) Mexico also has highly skilled and productive workforce. The Mexican maquiladora, which we are using now, is capable of handling skilled manufacturing operations while maintaining a high rate of production.

 

4) Mexico has a large population and is a significant consumer market. In addition, it is the gateway to the markets in Latin America. Once we establish a presence in Mexico, we can explore the opportunities of entering the Latin American markets a few years down the road.

 

Mexico Project Plan

 

Schedule

 

On December 11, 2018, we signed a service agreement with Disenos E Ideas Mexicanos, S.A. DE C.V. (“DIMSA”), which provides services of administration, accounting, compliance, import/export, human resources, etc., for our Mexico operation. DIMSA is a Mexican shelter services provider that incorporates a separate shelter company, Mayenco, S. de R.L. de C.V., (“Mayenco”) in Mexico by providing a legal representative. Mayenco is owned by DIMSA from a legal standpoint and is contracted by Fuling USA to manufacturing products in Mexico and then ship to the U.S. for us to sell. The shelter program allows foreign companies to manufacture in Mexico without being required to organize and operate their own subsidiary, for example, as a Mexican corporation.

 

On December 20, 2018, we, as a guarantor, through Mayenco as the lessee signed a lease agreement for a piece of land and a building located in Interpuerto Monterrey Industrial Park, Mexico to use as our factory. The building is 7,804 m2 (approximately 84,002 square feet). From December 20, 2018 to June 30, 2019, we occupy 5,471 m2 while another tenant occupies the rest. On July 1, 2019, after the other tenant moves out, we will occupy the entire building. The lease has a term of 50 months, expiring in February 2023, with an option to extend the lease for an additional two years. According to the lease, after the grace period from December 20, 2018 to February 14, 2019 during which we only needed to pay the maintenance fees, we started to pay the monthly rent from February 2019. For the first four months, the monthly rent is $20,899 plus tax. After four months, the monthly rent will be $29,810.47 plus tax.

 

On January 2, 2019, we signed a maquila services agreement with Mayenco. The term of the agreement is one year and will be renewed automatically unless terminated in advance by any party. According to the agreement, we are obligated to provide the machinery, raw materials, technology and processes to manufacture our products and pay for all the expenses and costs. Mayenco is obligated to manufacture, assemble and deliver the products to us or to whom we appoint.

 

Currently we are delivering production machinery from China to Monterrey, Mexico. Factory renovating is expected to start in April 2019, followed by equipment installation and testing and worker recruitment in May 2019. We expect to launch commercial production at the Mexico Factory by July 2019.

 

22

Table of Contents

 

Estimate of the amount of expenditures

 

The total investment spent for the first phase of the project will be roughly $4 million, including approximately $3.5 million of fixed asset investment, and $0.5 million of working capital. We plan to finance the project with a capital investment of approximately $2.0 million in equipment and machinery in 2019 and internal cash flow of 2.0 million. If we choose to increase production capability, we will incur additional costs.

 

Production Capacity

 

We expect that the first phase of the Mexico Factory will have an annual design capacity of 10,000 tons and will be primarily used for producing paper straws, paper cups and plastic straws serving the U.S. market.

 

Environmental Considerations

 

The major products that we plan to produce in the Mexico Factory are paper straws and paper cups. In the U.S., more and more fast food restaurants and coffee chains including Starbucks announced that they are ditching plastic straws and opting for eco-friendly alternatives, such as paper.

 

Our company will strictly follow applicable environmental regulations and policies in Mexico.

 

Location

 

Below is a diagram of the location of our Mexico facility.

 

 

23

Table of Contents

 

Facility

 

Our Mexico facility structure consists of 84,002 square feet of building area:

 

 

Allentown Operation

 

Decision to Invest in U.S.

 

The United States is one of the world’s largest users of foodservice disposables; however, the United States has historically relied on imported products, as U.S. manufacturing has been unable to meet the required pricing levels. We previously produced substantially all of our products in China and shipped them to the United States for warehousing and sale. In 2014, we commenced construction of a facility in Allentown, Pennsylvania. Because of our success in automating the manufacturing process, we believe that the Allentown facility provides us a platform to manufacture products in the United States, particularly where doing so is cost effective for us.

 

Of the three categories of products we produce, the production of cutlery continue to occur in China, since our cutlery production process is already heavily streamlined and the cost savings we receive from labor cost differences between the U.S. and China, combined with our ability to pack shipments densely for transportation to the United States, makes it cost-effective to maintain production in China at present.

 

By contrast, cups and straws or similar hollow products are less cost effectively produced in China, since these products cannot be packed as tightly as cutlery. As a result, shipping costs tend to be a higher percentage of the total cost of these products. If we have substantial and consistent orders, we plan to fill the majority of such orders for drinking straws and cups from our Allentown factory before our Mexico factory is set up and is capable of handling a large amount of orders.

 

24

Table of Contents

 

The factors involved in determining where we will manufacture a given product generally consist of the following:

 

  1. Labor costs. Currently the United States is much more expensive per hour for laborers, although U.S. laborers tend to be more productive in the same amount of time.
     
  2. Raw materials. The United States is slightly more expensive for raw materials that we use in production of our products than China is. However, with the increased tariffs stemmed from the trade conflict between U.S. and China, this differential is narrowing and in some materials, we found that U.S. offers a more cost effective sourcing.
     
  3. Electricity. Electricity needed to produce our products costs more in China than in the United States.
     
  4. Shipping. If we ship the products from China to the United States for sale, shipping costs can account for up to 40% of the price of the product, depending upon the location and the product.
     
  5. Taxes. Taxes on our income for sales in the United States are different with the taxes for sales in China.

 

As a result of analyzing these factors, we determined that it was in the best interest of our company to invest in America, hire U.S. workers and produce certain of our products in Allentown. We are manufacturing drinking straws in our Allentown facility.

 

Decision to Invest in Allentown

 

Based on the above analysis of the merits of moving production of some of our products to the United States, our next decision was where to invest. We chose Allentown, Pennsylvania as the city to develop our first production line in the United States because of its superior geographic location, strong economic status, and ties to China.

 

Allentown is Pennsylvania’s third most populous city and is currently the fastest growing city in Pennsylvania. Part of the New York City Metropolitan Area, Allentown is 50 miles north-northwest of Philadelphia, the fifth most populous city in the United States; 90 miles east-northeast of state capital Harrisburg and 90 miles west of New York City, the nation’s largest city.

 

Four expressways run through the Allentown area, and the city is also a regional center for commercial freight rail traffic and is close to several major airports. As a result, we expect transportation of our products to our customers will be convenient and efficient.

 

Pennsylvania is home to fifty Fortune 500 companies. Pennsylvania’s 2017 total gross state product of $752 billion ranks the state 6th in the nation. If Pennsylvania were an independent country, its economy would rank as the 18th largest in the world. Moreover, Pennsylvania has a beneficial taxation policy that was attractive to our company in deciding where to locate manufacturing operations. In Pennsylvania, personal income tax is a flat 3.07%. The corporate net income tax is 9.9% and is levied on federal taxable income, without the federal net operating loss deduction. In addition, Pennsylvania allows a 20-year net operating loss carry forward of up to $2 million a year.

 

25

Table of Contents

 

Finally, Pennsylvania has a strong trade relationship with China. Other than Canada and Mexico, China was the largest destination for exports from Pennsylvania, with $2.7 billion in exports in 2017.

 

Allentown Project Plan

 

Estimate of the amount of expenditures

 

The total investment spent on the project was roughly $9.3 million, including approximately $4.3 million of fixed asset investment, and $5.0 million of working capital. If we choose to increase production capability, we will incur additional costs.

 

Schedule

 

We signed the lease of the factory and acquired property for our Allentown facility in 2013 for approximately $235,100. For the year ended December 31, 2018, we paid rental fees of approximately $47,000 per month, including tax and insurance. As of the time of this filing, we have paid approximately $1.9 million for factory renovations. In addition, we rented a warehouse of 17,000 square feet nearby for approximately $11,000 per month since June 2016.

 

The preparatory work for the project began in the second half of 2013, and in October 2013 we committed with the Pennsylvania Department of Commerce to invest and build the factory in Pennsylvania.

 

We completed preparations for the preliminary stage of the project in early 2014. From May 2014 to December 2014, we finished the construction and renovation of the factory.

 

From January 2015 to May 2015, we purchased and installed the initial six straw production lines at a cost of approximately $1 million. As of June 2016, we installed an additional six straw production lines at a total cost of about $610,000. All twelve production lines have been in full operation and running 24/7 with 4 shifts of operators throughout the remainder of 2016.

 

Instead of putting in another 12 straw production lines as we originally planned, we plan to diversify our product offering in Allentown and use the space to bring in other manufacturing processes. From March 2016 to February 2017, we successfully tested and installed six automated straw packaging machines – one machine for every two lines. As of the end of 2016, we installed a ten-silo raw material storage and automatic distribution system was installed that is able to hold 430 metric tons of resin.

 

In 2017, we only made minor capital expenditures. We completed the installation of a raw material distribution system that included construction of ten silos outside the factory building for storage of plastic materials. We focused on optimizing the utilization of our existing equipment in Allentown and increased productivity by about 30%. At the same time, we reduced our labor cost per ton output by 40% and caused Allentown operations to become profitable in the second half of 2017.

 

In 2018, we planned to initiate paper cup manufacturing at the Allentown facility with a $2.5 million projected investment on machinery. The project was delayed because our technical experts on paper cup in China did not get visas to come to the U.S. In addition, the U.S. tariff on importing paper boards, the major raw material to produce paper cups, increased in 2018. Then we shifted the focus to starting up Mexico.

 

In 2019, if the demands of straws increase substantially, we will add straw production machines.

 

Production Capacity

 

The designated annual capacity is 2,400 tons of straw series products with the 12 straw production lines put into operations. We consistently reached 100% capacity in 2018 producing 2,302 tons for the year, an increase of 33.7% from 2017. The plant operates 24/7 throughout the year except on holidays and days under unusual weather conditions. In 2019, we will strive to exceed the 2,400 ton designed capacity. However, if demands increase significantly, we will add new machines.

 

Environmental Considerations

 

The products from the Allentown project are designed to meet the environmental protection trends in the United States. The project’s products are disposable plastic straws, which can be customized according to the specific needs of customers: either custom manufactured biodegradable products or general products. In the U.S. market, our customers are increasingly requesting biodegradable products. With the growing awareness of environmental protection and the implementation of local government initiatives limiting plastic use and/or favoring recyclable or biodegradable products, we expect we will see demand for biodegradable products increase in the future. We have designed the Allentown project to be able to deliver products that address these trends.

 

Our company will strictly follow applicable environmental regulations and policies including the National Environmental Policy Act, and other related policies such as the Clean Air Act and the Clean Water Act.

 

26

Table of Contents

 

Location

 

Below is a diagram of the location of our Allentown facility.

 

 

 

As can be seen in the above map, the Allentown facility is located conveniently near the intersection of the Lehigh Valley Thruway (U.S. Route 22), which stretches from Cincinnati, Ohio to Newark, New Jersey, and Pennsylvania Route 100, which runs from Pleasant Corners through Philadelphia and into Chester County, Pennsylvania. In addition, the facility is less than 10 minutes from I-78, a major road that sees more than 4 million trucks annually and links New York City and New Jersey with western points.

 

In addition, its proximity to Lehigh Valley International Airport and Newark Liberty International Airport, both of which serve scheduled airlines and cargo traffic, executive aviation as well as various logistics cargos, makes this area attractive and fitting for this facility.

 

Facility

 

Our Allentown facility structure consists of 88,000 square feet on 7.7 acres of land:

 

 

27

Table of Contents

 

 

The current build-out plan is as depicted below. The blue figures in the left lower corner represent our first 6 straw production lines that we installed in 2015. The green figures in the middle represent the second six straw production lines we installed in 2016. The red and green figures to the right represent paper cup manufacturing and plastic equipment we plan to install in the future.

 

 

Current Stage

 

We have installed (1) twelve straw production lines, (2) six automated straw packaging machines – one machine for every two lines; and (3) a ten-silo raw material storage and automatic distribution system. Our total investment in manufacturing equipment has reached approximately $2.3 million.

 

Wenling Expansion

 

Decision to Build a New Factory in Wenling

 

We decided to invest in building a new factory in Wenling for the following reasons:

 

1) By building a new factory, we can meet the growing demand for our products. Currently the extent of utilization of our old factory in Songmen Town of Wenling has reached 100% as expected. A new factory will allow us to expand our production capacity.

 

2) The location of this new factory is in the Eastern New District of Wenling, only 5 km from our Songmen factory, so it is easy for us to integrate the new factory into our business operations and leverage our existing resources to grow the new facility.

 

3) The location of our new factory is only 15 km from the Longmen sea port, which is convenient for us to ship our products.

 

Wenling Project Plan

 

The project construction period is budgeted from April 2016 to December 2019, divided into three phases.

 

We estimate the total amount of expenditures is approximately $63 million. We have financed the expansion with IPO proceeds, self-generated cash flow and profits from operations, and will keep financing it with self-generated cash flow and profits from operations. We have spent approximately $50 million on purchase of land use right, construction of facilities and equipment purchase. The major equipment we plan to install includes 141 injection molding production lines and 26 vacuum thermoforming production lines in total. The 141 injection molding production lines will produce cutlery, plates, cups and bowls. We anticipate that 8 of the 26 vacuum thermoforming production lines will produce cups, and 18 of the vacuum thermoforming production lines will produce plates, cup lids and various types of containers, such as vegetable containers, fruit containers and packaging containers. Currently we have installed 129 injection molding production lines and 23 vacuum thermoforming production lines. We anticipate that the production capacity will be increased by 47,150 tons after completion of the project.

 

28

Table of Contents

 

The following chart shows the specific status/plan:

  

   Phase I  Phase II  Phase III
          
Period  April 2016 – May 2017  August 2017 – August 2019  September 2019– December 2019
          
Actual/estimated expenditures required  $31 million
1) Purchase of land use right: $10 million for 32.45 acres (197 mu);
2) Construction of
facilities: $13 million for 54,450 square meters of manufacturing facilities;
3) Equipment purchase:
$8 million.
  $26.1 million
1) Construction of
facilities: $13.1 million;
2) Equipment purchase:
$7 million;
3) R&D: $6 million.
  $5.5 million
1) Equipment purchase:
$1.5 million;
2) R&D: $4 million.
          
Financing resources  IPO proceeds and
self-generated cash flow
  Profit from operation in 2016, 2017 and 2018  Profit from operation in 2018
          
Actual/Anticipated increase in production capacity  24,250 tons  13,000 tons  2,900 tons
          
141 injection molding production lines  95 (capacity of 14,250 tons)  40 (capacity of 6,000 tons)  6 (capacity of 900 tons)
          
26 vacuum thermoforming production lines  10 (capacity of 10,000 tons)  14 (capacity of 14,000 tons)  2 (capacity of 2,000 tons)

 

29

Table of Contents

 

Environmental Considerations

 

The production lines that we plan to install are capable of producing biodegradable products.

 

This new factory is located in the Eastern New District of Wenling. Below is a diagram of the planned location of our Wenling facility and the location of Longmen sea port which our facility will use. The star represents the proposed location of the factory, and the triangle represents the newly-built Longmen sea port.

 

  

30

Table of Contents

  

Facility

 

Our new Wenling facility structure consists of 107,800 square meters on 33.27 acres of land. The plan includes four workshop buildings, one warehouse, two dormitory buildings and one office building. We have built three workshop buildings and one warehouse which occupy 54,000 square meters in total. Another workshop building of 20,700 square meters is under construction. The two dormitory buildings consist of 380 rooms and can accommodate 1,520 workers. Workers have moved into these dormitory buildings. The office building occupying 7,000 square meters is under construction. We expect it will be ready in August 2019.

 

 

Our New Workshop Building in Wenling

 

31

Table of Contents

 

Seasonality

 

Our main business does not have significant seasonality.

   

Raw Materials

 

Our primary raw materials are (1) PP, PS which includes GPPS and HIPS, and PET, (2) plastic bags and membranes for packaging cutlery, (3) shipping cartons, (4) plastic colorants, (5) paper board for paper straws, (6) paper napkins, salt, pepper and wet wipes for inclusion in cutlery packages and (7) labeling materials. We purchase our raw materials from a variety of suppliers, including more than ten suppliers of our key raw material, granular plastic resin. As we have a variety of options to supply us with raw materials for our products and the technical demands of preparing such raw materials are relatively low, we do not anticipate any difficulties in obtaining raw materials to produce our products. We are not reliant on a single supplier for any of our raw materials, and we expect we would be easily able to replace any of our suppliers if we needed to do so.

 

Plastic resin constituted approximately 75.5% of our raw material purchases in 2018. Plastic costs have recently been volatile as a result of significant fluctuations in petroleum prices. The company considers only plastic resin cost fluctuations to be material, given resin price volatility and plastic’s percentage of the cost of our products. We have historically been able to pass price fluctuations on to our customers. We do this in two ways.

 

First, for orders of our products by customers without long-term supply agreements with our company, we simply base the price quoted to the customers on current commodity prices. As raw material prices increase and decrease, we are able to adjust the price of our products as necessary.

 

Second, for our supply agreements for customers that have long-term supply agreements, such as a QSR that sources straws in a five-year agreement, we provide adjustable pricing that will fluctuate in part based on changes in plastic resin costs. Our client website maintains commodity prices to enable both parties to track such fluctuations.

 

For these reasons, we believe we will be able to adjust our pricing of products to allow us to maintain margins, serve our clients, and to avoid shortages in raw materials in the event of price increases.

 

Marketing Channels

 

We mainly rely on our sales team to market our products. In addition, we attend trade fairs both in China and in U.S. frequently. We also market our products through our websites.

 

Distribution Channels

 

Geographic Distribution of Revenues

 

Although the vast majority of our customers are in the United States, we sell our products around the world. Following is a summary of our total revenues by geographic market for each of our last three fiscal years. All amounts are presented in thousands of U.S. dollars. Please note that the revenue here does not include our income from sources other than our serviceware products, which are mainly sales of raw materials and recyclable waste.

 

(All amounts in thousands of U.S. dollars)

 

                Year-over Year  
    2018     2017     Increase  
Region   Amount     %     Amount     %     Amount     Percentage  
United States   $ 118,308       85.32 %   $ 106,564       85.79 %   $ 11,744       11 %
Europe     6,622       4.78 %     6,101       4.91 %     521       9 %
Canada     1,636       1.18 %     1,944       1.57 %     (308)       -15.84 %
China     8,286       5.98 %     7,741       6.23 %     545       7.04 %
Others     3,812       2.75 %     1,859       1.50 %     1,953       105.06 %
Total   $ 138,664             $ 124,209             $ 14,455          

 

32

Table of Contents

 

Markets and Customers

 

Our approach to competition in the market depends largely on the type of customer we seek to serve, as various customer industries have different priorities for their purchasing decisions. Historically, we have sold our serviceware products to four categories of customers (below estimates include sales through distributors to ultimate customers):

   

Type of Customer  Products Sold  Geographic Region  Estimated
Sales % In 2018
  

Estimated
Sales %

In 2017

  

Estimated
Sales%

in 2016

 
Dealers  Serviceware,
Straws,
Cups, Plates
  USA, Europe,
Canada, others
   46%   46%   67%
QSRs  Serviceware,
Straws,
Cups
  USA, China   27%   29%   27%
Retailers  Serviceware,
Straws,
Cups, Plates
  USA, others   7%   4%   1%
Manufacturers  Serviceware  USA   20%   21%   5%
Total         100%   100%   100%

 

Distribution Channels

 

When we began to produce serviceware, we sold our products through distributors that had existing relationships with the ultimate customers looking to purchase our products. Beginning in 2009, we began to sell directly to such purchasers. For the years ended December 31, 2018, 2017 and 2016, approximately 34%, 33% and 28% of our sales were made directly to end-users and retailers, respectively, and approximately 46%, 46% and 67% of our sales were made to distributors including dealers, respectively. Although we believe we benefit from having direct relationships with QSRs, retailers and other end users, we also believe that strong relationships with distributors can allow us to penetrate smaller markets where we do not have the marketing resources to deliver our products directly.

  

Methods of Competition

 

Regardless of our customers’ industry, our customers have clear expectations about the quality level and value they expect in purchasing disposable serviceware. We are subject to frequent quality audits on an ongoing basis from new and existing customers, and we constantly engage in product testing to ensure that our products meet our customers’ demands. Accordingly, although we describe below our interpretation of the relative weight given to purchasing decisions in our customer categories, you should not read the table to suggest that any of these features are unimportant to a customer. We have used four stars to reflect our belief that an element is crucial to the customer’s decision-making, three stars to suggest that the element is very important, two starts to suggest that it is important and one star to reflect that the element is less important.

 

Type of Customer   Quality   Delivery   R&D   Service   Price
Dealers   **   ***   ***   ****   ****
QSRs   ***   ****   *   ****   **
Retailers   ***   ****   ***   ***   ***
Manufacturers   ****   **   **   **   ***

 

Competitive Position

 

The largest producers of foodservice disposables in the United States are significantly larger than our company. A recent report by Freedonia estimates that three companies control approximately 29% of the foodservice disposable market in the United States, and the top ten companies accounted for approximately 50% of the market in 2012. Because the entire foodservice disposable market in the United States consists of packaging, serviceware and napkins, and other foodservice disposables — while we only compete in the serviceware segment — we occupy a relatively small competitive position in the market as a whole.

 

Concentration in the foodservice disposables industry varies widely within specific market segments, with some segments dominated by a small number of producers. For example, Dart Container is the leading supplier of plastic foodservice beverage cups, followed by Pactiv and Berry Plastics. By contrast, the market for cutlery is more fragmented, with a growing portion of the market supplied by contract manufacturers in China. Among U.S.-based suppliers of foodservice disposable cutlery are Berry Plastics, D&W Fine Pack, Dart Container (including Solo Cup), Georgia-Pacific, Maryland Plastics, Pactiv, and Waddington Group. Most of these firms offer a number of different cutlery lines and are diversified into the production of straws and other foodservice disposables. In April 2012, D&W Fine Pack expanded its cutlery and straw offerings through its acquisition of Jet Plastica Industries. Prior to the acquisition, Jet Plastica claimed to be the largest manufacturer of straws in the U.S. Other suppliers of foodservice straws include Cell-O-Core, Earth Straws, New WinCup, Pactiv (via Spirit Foodservice), Rockline Industries, Royer, Stalk Market Products, and Stone Straw (Wentworth Technologies).

 

33

Table of Contents

  

Our primary competitors are the following companies. We have set forth our assessment of our companies’ relative strengths and challenges. This table represents our belief about our competitive position and is based on our observations, rather than objective data except the ranking. The ranking is provided by the China Chamber of Commerce for Import and Export of Light Industrial Products and Arts and Crafts regarding China’s plastic kitchenware and serviceware companies for exports. Our assessment may not be shared by others, including such competitors, but it does represent management’s assessment of our industry position. Moreover, the below statements of industry are based on our current knowledge in our industry; to the extent there are developments we have not learned about (for instance, if a competitor has licensing agreements with a founder, rather than obtaining a patent in its own name or if a competitor is in the midst of building an overseas manufacturing facility that has not yet been announced), the below information may be incomplete.

 

   Taizhou Fuling 

Jiaxing Zhongli

Plastic Co., Ltd.

 

Baohao Plastic &

Hardware

Production

(Jiangmen) Co Ltd

 

Ningbo Homelink

Plastic Product

Manufacture Co.,

Ltd. 

Ranking  2015: No. 3
2016: No. 2
2017: No. 2
  2015: No. 6
2016: No. 8
2017: No. 6
  2015: No. 2
2016: No. 6
2017: No. 3
  2015: No. 1
2016: No. 1
2017: No. 1
             
Products  Disposable plastics
serviceware including cutlery, cups, containers,
straws, etc.
  Disposable plastic
serviceware including cutlery, cups, straws, etc.
  Plastic and hardware
household articles
and gifts.
  Disposable plastics
serviceware including
cutlery, cups, straws, etc.
             
Overseas sales, marketing and production  Four warehouses and
distribution centers
in U.S. and two
warehouses in and
distribution centers.
The only one that
has established
overseas
manufacturing factory.
  Sales office and
warehouse in U.S.
  Not known.  Sales office and
warehouse in U.S.
             
R&D and Patents  Academician Expert
Workstation;
over 40 patents.
  Not known.  Not known.  56 patents.
             
Customers  Dealers, QSRs
including four of top
five, retailers,
manufacturers.
  Dealers, QSRs,
retailers, manufacturers.
  Dealers, restaurants,
retailers, manufacturers.
  Dealers,
restaurants,
retailers, manufacturers.
             
Product specification standard 

Participate in

initiating and

drafting the national

standard

General Requirement

Of Plastic Disposable Tableware.

  No participation.  No participation.  No participation.

 

Nevertheless, we have been one of China’s largest exporters of disposable serviceware. The China Chamber of Commerce for Import and Export of Light Industrial Products and Arts and Crafts has recognized Taizhou Fuling as Number 2 out of 12,013 plastic kitchenware and serviceware companies for exports from China in 2017, Number 2 out of 10,113 in 2016 and Number 3 out of 9,162 in 2015. In addition, we were rated one of top 10 enterprises of plastic industry (daily plastic household products) in China light industries in 2017 by China National Light Industry Council and China Plastic Processing Industry Association, based on our (1) revenue, (2) profit, (3) profit tax rate, and (4) business growth rate.

 

We have invested heavily ($15,653,364 since 2013 to 2018) in research and development to increase our future competitive position, seeking to increase our use of environmentally-friendly materials, develop degradable and biodegradable materials, and reduce reliance on fossil raw materials. In addition, we have developed advanced robotics to produce our products more efficiently and at lower cost to be more competitive in the face of rising wages and higher quality demands.  

 

Awards and Recognition

 

The Company is fully ISO 9001 and 14001 certified and, importantly, has obtained HACCP, GMP and FDA food facility registration certifications.

 

34

Table of Contents

 

In addition, our company is rated a Category A enterprise of China Customs, which provides streamlined customs clearance measures. Taizhou Fuling has been a Category A enterprise since 2007 and submits a report on business management status to the PRC Customs every year. We understand that the PRC Customs re-validate the rating of Category A enterprises on an irregular basis, and the most recent written decision on re-validating Taizhou Fuling’s rating of Category A enterprise was received on October 24th , 2014 from the PRC Customs.

 

Taizhou Fuling can maintain the rating of Category A enterprises of PRC Customs if Taizhou Fuling simultaneously meets the following requirements as a consignor and consignee of imported and exported goods according to the Measures of the PRC Customs for the Classified Administration of Enterprises promulgated by PRC General Administration of Customs:

 

  i. Having never committed the crime of smuggling, the act of smuggling or violation of the provisions on customs supervision and control for one consecutive year;
     
  ii. Having never been subject to any customs administrative punishment due to infringement on intellectual property rights by importing or exporting goods for one consecutive year;
     
  iii. Having not delayed nor defaulted on paying taxes or fines for one consecutive year;
     
  iv. Having gross import or export value of more than $500,000 in the previous year;
     
  v. Having an error rate of import and export declaration of less than 5% during the previous year;
     
  vi. Having sound accounting rules, as well as truthful and complete business records;
     
  vii. Having taken initiatives in cooperation with customs administration, timely handling various customs formalities, and providing truthful, complete and valid documents and certificates to PRC Customs;
     
  viii. Submitting the Report on Business Management Status every year;
     
  ix. Handling the formality for reissuing and altering the Register Document for Customs Declaration of Consignees or Consigners of Import or Export Goods of the Customs of the People’s Republic of China according to the provisions; and
     
  x. Having no bad records in the administrative departments and institutions of commerce, People’s bank, industry and commerce, taxation, quality inspection or foreign exchange and supervision for one consecutive year.

 

In the last ten years, we have earned a variety of national, provincial and local honors, awards and certifications for our quality products and scientific research efforts:

 

2018

 

  Top 10 Enterprises of Plastic Industry (Daily Plastic) in China Light Industries, 2018
     
  Outstanding Technology Innovative Enterprise in Chinese Plastic Processing Industry
     
  Leading Export Enterprise, Zhejiang Province
     
  Famous Export Brand in Zhejiang (2018-2020)

 

2017

 

  Top 10 Enterprises of Plastic Industry (Daily Plastic) in China Light Industries, 2017
     
  Key supporting Zhejiang Enterprise
     
  Top 20 Zhejiang Enterprise with Offshore Investment Bolstering Export Sales
     
  Zhejiang Famous Trademark
     
  Outstanding Returned Project of Zhejiang Enterprise, 2016
     
  FSSC 22000 Certificate of Registration for Food Safety Management System

 

35

Table of Contents

 

2016

 

  Top 10 Enterprises of Plastic Industry (Daily Plastic) in China Light Industries, 2016
     
  China Credible Enterprise published by State Administration for Industry and Commerce of China)
     
  Province Level Enterprise Research Institute – Zhejiang Fuling New Materials Research Institute (three years)
     
  Taizhou Top 20 Growing Enterprise

 

2015

 

  Deputy Chair of Zhejiang Plastics Industry Association
     
  Wenling Top 10 Industrial Enterprise
     
  Taizhou Export and Import Credit Enterprise (Grade A)

 

2014

 

  Zhejiang Famous Export Brand
     
  Zhejiang Famous Trademark
     
  Wenling Star Enterprise
     
  Taizhou Quality Enterprise Leader

 

36

Table of Contents

 

Regulations

 

We are subject to a variety of PRC and foreign laws, rules and regulations across a number of aspects of our business. This section summarizes the principal PRC laws, rules and regulations relevant to our business and operations. Areas in which we are subject to laws, rules and regulations outside of the PRC include intellectual property, competition, taxation, anti-money laundering and anti-corruption.

 

Foreign Investment Restrictions Regulations

 

Historically, the principal regulation governing foreign ownership of businesses in the PRC was the Guidance Catalogue for Industrial Structure Adjustments (the “Guidance Catalogue”). The Guidance Catalogue classified various industries into three categories: encouraged, restricted and prohibited. The Guidance Catalogue has been replaced by the Special Administrative Measures (Negative List) for Foreign Investment Access (2018), effective July 28, 2018 (the ” Negative List”). The Negative List specifies the prohibited and non-prohibited (similar to the restricted in the Guidance Catalogue) industries for foreign investment. For the industries not covered by the Negative List, the foreign investment and the domestic investment have equal access. Foreign investors may not invest in the prohibited industries specified by the Negative List. For the non-prohibited industries on the Negative List, a foreign investor must obtain an investment permit. There are certain requirements on the equity ownership and the executive officers of the foreign invested enterprises. If PRC has certain equity requirements in certain investment fields, no foreign-invested partnership may be established. For example, pursuant to the latest Negative List, the provision of telecommunications services and value-added telecommunications services fall in the prohibited industry and the percentage of foreign ownership cannot exceed 50% (except for e-commence).

 

According to the Negative List, our products are not prohibited. Therefore, our proportion of the foreign investment may be up to 100%. As a result, FGI’s investment in our Chinese subsidiaries is in compliance with the Negative List.

 

37

Table of Contents

 

Intellectual Property Rights Regulations

 

The Trademark Law of the PRC was adopted by the Standing Committee of the National People’s Congress (“NPC”) on August 23, 1982 and was amended on February 2, 1993 and October 27, 2001. The PRC Trademark Law Implementation Rules, or the Implementation Rules, were promulgated by the State Council on August 2, 2002 and became effective on September 15, 2002. The PRC is a signatory country to the Madrid Agreement and the Madrid Protocol. These agreements provide a mechanism whereby an international registration produces the same effects as an application for registration of the trademark made in each of the countries designated by the applicant.

 

According to the Trademark Law, the National Trademark Bureau under the SAIC is responsible for the registration and administration of trademarks throughout the country. A “first-to-file” principle with respect to trademarks has been adopted. If trademark owners deem an infringement to their trademarks constituted, they can file the dispute with the competent court or the relevant administrative department. Should the case be so serious as to constitute a crime, trademark owners may lodge a complaint with the relevant public security organization.

 

If the registered trademark owners intend to assign their registered trademark, a registered trademark transfer agreement shall be entered into between the owner and the assignee. The owner and assignee shall together apply to the National Trademark Bureau for registration of such assignment as prescribed under the Trademark Law.

 

Registered trademark owners may license other to use their registered trademark by concluding the registered trademark license agreement and such license agreements shall be subject to filing recordation with the National Trademark Bureau according to the Trademark Law. The licensor shall supervise the quality of the commodities on which such registered trademark is used, and the licensee shall guarantee the quality of such commodities.

 

The Measures for the Administration of Domain Names for the Chinese Internet, or the Domain Names Measures, were promulgated by the Ministry of Information Industry on November 5, 2004 and became effective on December 20, 2004. The Domain Names Measures govern registration of domain names with the internet country code “.cn” and domain names in Chinese. We have one website (www.fulingplastics.com.cn) governed by the Domain Names Measures.

 

The Measures on Domain Names Dispute Resolution, or the Domain Names Dispute Resolution Measures, were promulgated by the China Internet Infrastructure Center on February 14, 2006 and became effective on March 17, 2006. The Domain Names Dispute Resolution Measures require domain name disputes to be submitted to institutions authorized by the China Internet Network Information Center for resolution.

 

Regulations on Tax

 

The Law of the People’s Republic of China on Enterprise Income Tax (the “EIT Law”), promulgated by NPC on March 16, 2007 and put into force on January 1, 2008, imposes a uniform enterprise income tax rate of 25% on all resident enterprises in China, including foreign-invested enterprises, on all their income and a tax rate of 10% on non-resident enterprises on their income from the jurisdiction of PRC.

 

38

Table of Contents

 

Attention shall be paid to the fact that non-resident enterprises may be considered resident enterprises for the purpose of EIT if their de facto management bodies are located within the PRC territory and therefore their global income is subject to a tax rate of 25%. The Notice of the State Administration of Taxation on Issues Relevant to Foreign-registered Chinese-invested Holding Enterprises Determined as Resident Enterprises in Accordance with Actual Management Organization Standard (“Circular 82”), promulgated by the State Administration of Taxation (“SAT”), provides that, a foreign Chinese-invested enterprise, if it concurrently satisfies the following conditions, for the purpose of the EIT, shall be determined to be a non-domestically-registered resident enterprise when: (1) The places where the top managers and the top management departments that are responsible for implementing the routine production, management and operation of the enterprise, perform their duties within the territory of China; (2) The financial decisions (such as borrowing, lending, financing, financial risk management, etc.) and the personnel decisions (such as appointment, dismissal, remuneration payment, etc.) of the enterprise shall be made or be approved by the organization or the persons within the territory of China; (3) The primary properties, accounting books, company seals, summaries and archives of the board meetings and shareholders meetings shall be placed or kept within the territory of China; and (4) One half or more of the enterprise’s directors or top managers having rights to vote shall frequently reside within the territory of China. Our PRC counsel, Jingtian&Gongcheng Attorneys at Law advised that because we (“FGI”) are incorporated in Cayman Islands, we do not meet the conditions outlined in Circular 82, however, our tax residency status is subject to the discretion of the PRC tax authorities whose determination is hard to predict, so we will continue to monitor our tax residency status.

 

The implementation rules of the EIT Law provide that, (i) if the enterprise that distributes dividends is domiciled in the PRC or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or capital gains are treated as China-sourced income. It is not clear how “domicile” may be interpreted under the EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered as a PRC tax resident enterprise for PRC tax purposes, any dividends we pay to our overseas shareholders which are non-resident enterprises as well as gains realized by such shareholders from the transfer of our shares may be regarded as China-sourced income and as a result become subject to PRC withholding tax at a rate of up to 10% unless any such non-resident individuals’ jurisdiction has a tax treaty with China that provides for a preferential tax rate or a tax exemption.

 

The Interim Regulations of the People’s Republic of China on Value-added Tax, promulgated by State Council on November 10, 2008 came into force on January 1, 2009, impose a Value-Added Tax at the rate of 17% on the revenues from sales of goods. According to the Notice of the Ministry of Finance and the State Administration of Taxation on Raising the Export Tax Rebate Rates for Certain Commodities, promulgated by the Ministry of Finance and SAT on June 3, 2009, the export tax rebate rate is 13% for certain plastic products. In 2014, 99.6% of our products benefitted from the 13% export tax rebate.

 

In April 2018, the Ministry of Finance and the State Administration of Taxation jointly issued the Notice on Adjusting the Tax Rate of Value-added Tax (Circular 32 of Finance and Taxation, 2018). The Notice clearly stipulates that, from May 1, 2018, for all taxpayers who have engaged in taxable sales of VAT or imported goods, where the original 17% and 11% tax rates were applied, the tax rates shall be adjusted to 16% and 10%, respectively. This can lighten the operation burden of enterprises to a certain extent.

 

Foreign Exchange Regulation

 

The Regulations of the People’s Republic of China on Foreign Exchange Control, promulgated by State Council on August 5, 2008, lays the legal framework for foreign exchange control in PRC. A number of notices, implementing rules, replies and circulars are promulgated thereunder to clarify the regulations on the foreign exchange. Under these regulations, payments of current account items, such as profit distributions, may be made in foreign currencies without prior approval from SAFE provided that certain procedure is complied with. Where, however, payments of capital account is involved, such as RMB is to be converted into foreign currency for the purpose of remitting out of China to retire foreign currency-denominated loans, approval from or registration with appropriate government authorities is required. According to the SAFE Circular 142 i.e., Notice of the General Affairs Department of the State Administration of Foreign Exchange on the Relevant Operating Issues concerning the Improvement of the Administration of Payment and Settlement of Foreign Currency Capital of Foreign-funded Enterprises, promulgated by SAFE on August 29, 2008 and SAFE Circular 45, promulgated by SAFE on November 9, 2011, the RMB capital converted from foreign currency registered capital of a foreign-invested enterprise may only be used for purposes falling within the business scope approved by the relevant authority and may not be used for equity investments within the PRC. The use of such RMB capital may not be altered without SAFE’s approval, and such RMB capital may not in any way be used to retire RMB loans where the proceeds of such loans have not been used.

 

The Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment, promulgated by SAFE on November 19, 2012, materially amends and, therefore, simplifies the foreign exchange procedure then existing. Various special purpose foreign exchange accounts may be opened in different provinces, which was prohibited previously. The Circular on Printing and Distributing the Provisions on Foreign Exchange Administration over Domestic Direct Investment by Foreign Investors and the Supporting Documents, promulgated by SAFE in May 2013, provides for that the administration by SAFE or its local branches over direct investment by foreign investors in the PRC shall be conducted through registration and banks shall process foreign exchange business relating to the direct investment in the PRC based on the registration information provided by SAFE and its branches.

 

We have obtained all material approvals and permits necessary for our operation in the PRC from SAFE and other PRC government authorities.

 

SAFE Circular 37

 

The Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Offshore Investment and Financing and Roundtrip Investment through Special Purpose Vehicles, promulgated by SAFE on October 21, 2005 and designed to replace the former circular commonly known as “SAFE Circular 75”, requires registration of PRC residents with local branches of SAFE with respect to their direct establishment or indirect control of an offshore entity (referred to in SAFE Circular 37 as “special purpose vehicle”), where such offshore entity are established for the purpose of overseas investment or financing, provided that PRC residents contribute their legally owned assets or equity into such entity.

 

39

Table of Contents

 

SAFE Circular 37 further requires amendment to the registration where any significant changes with respect to the special purpose vehicle, such as increase or decrease of capital contributed by PRC individuals, share transfer or exchange, merger, divestiture or other material event.

 

Any violation of these registration requirements may, among other liabilities that may be imposed under PRC laws governing evasion of foreign exchange controls, cause the PRC subsidiaries of the special purpose vehicle be prohibited from making profit distributions to the offshore parent and from carrying out subsequent cross-border foreign exchange activities, and may cause the special purpose vehicle’s ability to contribute additional capital into its PRC subsidiary be restricted.

 

Regulation of Dividend Distribution

 

The Company Law of the People’s Republic of China, promulgated by Standing Committee of the NPC on December 28, 2013 and came into force on March 1, 2014, and the Wholly Foreign-owned Enterprise Law, promulgated and came into force on October 31, 2000 by Standing Committee of the NPC, provide that dividend may only be paid out of accumulated profits as determined in accordance with applicable accounting standards provided that: (1) all losses from prior fiscal years have been offset; and (2) a general reserve has been established and which shall amount to the 50% of the registered capital.

 

Labor Laws and Social Insurance

 

The Labor Contract Law was promulgated by the Standing Committee of the NPC on June 29, 2007 and became effective on January 1, 2008.

 

The Labor Contract Law requires employers to enter into written contracts with their employees, restricts the use of temporary workers and aims to give employees long-term job security. Pursuant to the Labor Contract Law, employment contracts lawfully executed prior to the implementation of the Labor Contract Law and continuing as of the date of its implementation shall continue to be performed. If an employment relationship was established prior to the implementation of the Labor Contract Law with no written employment contract executed, a contract must be executed within one month after the implementation of the Labor Contract Law.

 

In addition, according to the PRC Social Insurance Law, social insurance in China includes basic pension insurance, basic medical insurance, work-related injury insurance, unemployment insurance and maternity insurance. Both employers and employees must pay basic pension insurance contributions based on the employee’s wage category, as required by the relevant regulations. Employees participating in basic pension insurance schemes are entitled to receive monthly basic pensions if their accumulated contribution period has reached or exceeded 15 years when they reach the statutory retirement age. A notice issued by the Social Assurance Authority provides that retirement is permitted at age of 60 for male employees and between 50 and 55 for female employees. Social insurance (including pension insurance) payment obligations end at such voluntary retirement ages.

 

In July 2018, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council issued the Reform Plan for the Taxation and Administration System of State Taxes and Local Taxes (hereinafter referred to as the Reform Plan). The Reform Plan clearly stipulates that from January 1, 2019, all social insurance premiums, such as basic old-age insurance premium, basic medical insurance premium, unemployment insurance premium, industrial injury insurance premium and maternity insurance premium, will be levied by the tax authorities. The Reform Plan makes the collection of social insurance fees more transparent and standardized, and reduces a certain degree of flexibility that enterprises can enjoy before. For enterprises that have not paid all the related fees before, the Reform Plan will increase the financial burden of enterprises, which may even face administrative penalties and illegal risks. The details of how to levy social insurance fees need to be clarified.

 

Company Law

 

The Company Law of the PRC, adopted at the Fifth Session of the Standing Committee of the Eighth National People’s Congress on December 29, 1993, was amended for the first time at the 13th Session of the Standing Committee of the Ninth National People’s Congress on December 25, 1999; amended for the second time at the 11th Session of the Standing Committee of the Tenth National People’s Congress on August 28, 2004; revised at the 18th Session of the Standing Committee of the Tenth National People’s Congress on October 27, 2005; and Revised at the 6th Session of the Standing Committee of the Twelfth National People’s Congress on December 28, 2013, takes effect on March 1, 2014 (the “Company Law”).

 

Pursuant to the Company Law, (1) the term “company” shall refer to a limited liability company or a Company Limited by Shares; (2) the shareholders of both Limited Liability Company and Company Limited by Shares shall only be subject to the liability of the company to the extent of the capital contributions they have subscribed; (3) the minimum amount of registered capital of a limited liability company and the minimum percent of cash contribution by shareholders have been eliminated by revision in 2014.

 

Wholly Foreign-Owned Enterprise Law

 

The Law of the PRC on Wholly Foreign-owned Enterprises, or the WFOE Law, was adopted by the NPC on April 12, 1986 and was amended on October 31, 2000. Moreover, the Implementation Regulation of the WFOE Law was promulgated on December 12, 1990 and amended on April 12, 2001.

 

The ratio between its registered capital and total amount of investment shall be in conformity with the relevant regulations of the PRC, and the difference between its registered capital and total amount of investment equal to the amount of foreign exchange loans that the WFOE is permitted to borrow from its foreign investor.

 

40

Table of Contents

 

Environmental Protection

 

The Environmental Protection Law, promulgated by the Standing Committee of NPC on December 26, 1989 and came into force on December 26, 1989, lays the foundation of the legal framework for environmental protection in the PRC. The Ministry of Environmental Protection under the State Council is charged with the administration of The Environmental Protection Law.

 

The Law on Prevention and Control of Environmental Pollution by Solid Wastes (“the Solid Wastes Law”), promulgated by the NPC on December 29, 2004 and came into force on April 1, 2005, provides that any disposition of hazardous wastes shall be in compliance with relevant provisions promulgated by the State. Moreover, it is forbidden to supply or entrust hazardous wastes to entities that do not have business licenses and qualifications for the collection, storage, utilization and disposition of solid wastes. The Air Pollution Prevention Law, promulgated by the Standing Committee of the NPC on April 29, 2000 and came into force on September 1, 2000, The Water Pollution Prevention Law, promulgated by the Standing Committee of the NPC on May 11, 1984 and came into force on November 1, 1984 as amended on March 15, 1996 and February 28, 2008 are also important laws in this area.

 

Under these regulations, a number of requirements for handling, storage, treatment, transportation and disposal of regulated substances and wastes must be complied with and enterprise that discharge wastes into air or waters must obtain a permit and pay the waste treatment fees. Violation of these regulations may cause the violator to be subject to injunction and/or fine. We have obtained all material approvals necessary for our business operations.

 

Property

 

The Law of the PRC on Property, or the Property Law, was promulgated by the Standing Committee of the NPC on March 16, 2007 and became effective on October 1, 2007. Under the Property Law, any creation, modification, transfer or termination of property rights shall only become effective upon registration with the relevant government authorities. All lawful property of the State, collective organization and individual are protected by the Property Law against embezzlement and encroachment.

 

The Law of the PRC on Land Administration, or the Land Administration Law, was promulgated by the Standing Committee of the NPC on June 25, 1986 and became effective on January 1, 1987 and as amended on December 29, 1988 and August 28, 2004. According to the Land Administration Law, the lands within territory of the PRC are classified into two categories, state-owned land and collective-owned land. The use right of state-owned land can be obtained through either government allocation or grant with grant fees paid.

 

It further prescribes that any entity who intends to conduct construction must construct on the state-owned land except as otherwise provided under the Land Administration Law. The collective-owned land shall not be granted, assigned or leased for use of agriculture-unrelated-construction unless it otherwise falls in the scope permitted under the Land Administration Law. Violation of such provisions under the Administration Law may result in fines and confiscation of the buildings constructed on the land.

 

The Urban Real Estate Administration Law was promulgated by the Standing Committee of the NRC on July 5, 1994 and became effective on January 1, 1995 and as amended on August 30, 2007. According to the Urban Real Estate Administration Law, if the real estate is mortgaged to third party the land where such real estate occupies shall also be mortgaged together.

 

Product Liability

 

Under the current PRC laws, manufacturers and/or vendors of defective products in the PRC may incur liability for loss and injury caused by such defective products. Pursuant to the General Principles of the Civil Law of the PRC, or the PRC Civil Law, promulgated by the NPC on April 12, 1986, a defective product which causes property damage and/or physical injury to any person may subject the manufacturer and/or vendor of such defective product to civil liability for such damage and/or injury caused therefrom.

 

The Product Quality Law of the PRC, or the Product Quality Law, was promulgated by the Standing Committee of the NPC on February 22, 1993, to supplement the PRC Civil Law aiming to protect the legitimate rights and interests of the end-users and consumers and to strengthen the supervision and control over the quality of products. The Product Quality Law was revised on July 8, 2000. Pursuant to the revised Product Quality Law, manufacturers who produce defective products may be subject to civil or criminal liability and have their business licenses revoked.

 

The Law of Protection of the Rights and Interests of Consumers, or the Consumers Protection Law, was promulgated by the Standing Committee of the NPC on October 31, 1993, and became effective on January 1, 1994. The Consumers Protection Law provides further protection to the legal rights and interests of consumers in connection with the purchase or use of goods and services. At present, all business operations must observe and comply with the Consumers Protection Law when they provide their goods and/or services.

 

The Tort Law of the PRC, or the Tort Law, was adopted by the Standing Committee of the NPC and promulgated on December 26, 2009 and will become effective on July 1, 2010. The Tort Law establishes a separate chapter regarding product liability. Compared to previous laws and regulations in relation to product liability, the provisions of the Tort Law expressly provide that, in the event that any entity is clearly aware of the defects existing in the products but notwithstanding manufactures and distributes such defective products which finally cause others’ death or serious injury, those so infringed upon are entitled to claim punitive damages.

 

U.S. Regulations

 

Federal, state and local governments mandate a variety of laws and regulations aimed at serviceware products and packaging products. At the federal level, the Food and Drug Administration (“FDA”), the Consumer Product Safety Commission and the Environmental Protection Agency (“EPA”), among other federal agencies, have promulgated regulations that directly or indirectly affect the products we produce.

 

41

Table of Contents

 

For example, the FDA is charged with, among other responsibilities, regulating industry to ensure that food contact substances are safe, approving materials for use in foodservice disposables, and setting safety standards for products made with recycled content. Unlike many other industrialized nations, the U.S. does not currently have national packaging recycling laws in place; such laws, where they exist, are at the state level.

 

The Affordable Care Act (“Obamacare”) requires restaurant chains with over 20 locations to display the calorie content of each food and drink item it serves on signs and printed menus. Such regulation may indirectly affect our product usage as the intention of such regulation is to encourage healthier eating and better food choices, including a decrease in consumption of food from fast food restaurants and quick service restaurants.

 

State and local governments regulate restaurant cleanliness standards, with which foodservice disposables must comply. And a number of states, including large states such as California and Florida, as well as cities and counties have passed regulations governing consumer packaging materials. Polystyrene foam bans are particularly widespread among local governmental regulations, particularly in California, which has more than 50 cities and counties that have restricted or banned foamed polystyrene containers. Although no state has yet to impose a statewide ban on polystyrene, numerous bills that would accomplish such ban have been promoted in various state legislatures.

 

C. Organizational Structure

 

Below is a chart representing our current corporate structure:

 

 

Our registered office in the Cayman Islands is at Vistra (Cayman) Limited, P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205, Cayman Islands, telephone +1.345.769.9372.

 

D. Property, Plant and Equipment

 

Property

 

There is no private land ownership in China. Individuals and entities are permitted to acquire land use rights for specific purposes. We, including our wholly owned subsidiary Great Plastics, were granted land use rights for our facilities in Sanmen County and Songmen Town, which extend until between 2053 and 2060.

 

In the U.S., in October 2013, we committed with the Pennsylvania Department of Commerce to invest and build a factory in Allentown, Pennsylvania. On February 27, 2014, Fuling signed a lease of premises in Allentown, Pennsylvania for general office, manufacturing and warehousing purposes. The Allentown project contemplates construction of the factory, renovation of the rented premises in Allentown and the purchase and installation of 12 production lines of manufacturing equipment.

 

On December 20, 2018, we, as a guarantor, through Mayenco as the lessee, signed a lease agreement for certain property located in Interpuerto Monterrey Industrial Park, Mexico to use as our factory. The building is 7,804 m2 (approximately 84,002 square feet).

 

42

Table of Contents

  

Following is a list of our properties, including the first four, which we lease:

  

Transferee/
Lessee/Owner
  Property  Land/Building
Use Term
  Space
(m2)
   Ground
Floor Area
(m2)
   Productive
Capacity
(ton)
   Extent of
Utilization
   Products
Produced
                          
Fuling USA  Commercial/industrial space at 6690 Grant Way, Suite 1, Allentown, PA 18106  2014-03-01 until 2024-05-31   8,175.47         2,400    100%  Straws
                              
Fuling USA  Warehouse at 6370 Hedgewood Drive, Suite 120, Allentown, PA 18106  2016-06-01 until 2021-05-31   1,579              100%  N/A
                              
Fuling USA  Industrial unit at Ave. Gomez Morin No. 955 L-317, Col. Montebello, San Pedro Garza García, C.P. 66279.  2018-12-20 until 202023-02-20        5,470.92    10,000    0%  Expect to be paper straws, paper cups and plastic straws
                              
Taizhou Fuling  Factory building at 8 Shengpan Road, Guanweitong Village, Wenqiao County  2019-01-01 until 2020-12-31   5,120.00         6,000    100%  Knives and forks
                              
Taizhou Fuling  Land at 88 Jintang S Rd, Eastern New District, Wenling City  2016-04-14 until 2066-04-06        95,833.00    N/A    N/A   N/A
                              
Taizhou Fuling  Factory buildings and warehouse at 88 Jintang S Rd, Eastern New District,, Wenling City  Until 2066-04-06   54,000.00         51,700    90%  Mainly cups, knives, straws, forks, plates and bowls
                              
Taizhou Fuling  Non-residential building in Ximen Village, Songmen Town  No expiration (rights acquired 2000-04-27)   177.58         (rent out)    N/A   N/A
                              
Taizhou Fuling  Non-residential building in Ximen Village, Songmen Town  No expiration (rights acquired 2000-04-27)   668.89         (rent out)    N/A   N/A
                              
Taizhou Fuling  Land in South of Binhai Road, Songmen Town  2007-03-27 until 2053-03-10        13,996.79    13,970    100%  Mainly knives, forks, paper cups, plates and bowls
                              
Taizhou Fuling  Land in South of Binhai Road, Songmen Town  2007-03-27 until 2055-01-14        14,076.80             Same as above
                              
Taizhou Fuling  Non-residential building in South of Binhai Road, Songmen Town  2013-07-25 until 2053-03-10   491.05                  Same as above
                              
Taizhou Fuling  Non-residential building in South of Binhai Road, Songmen Town  2013-07-25 until 2053-03-10   1,471.22                  Same as above

   

43

Table of Contents

 

Taizhou Fuling  Non-residential building in South of Binhai Road, Songmen Town  2013-07-25 until 2053-03-10   2,559.28                   Same as above
                              
Taizhou Fuling  Non-residential building in South of Binhai Road, Songmen Town  2013-07-25 until 2053-03-10   1,847.10                   Same as above
                              
Taizhou Fuling  Non-residential building in South of Binhai Road, Songmen Town  2013-07-25 until 2053-03-10   3,694.20                   Same as above
                              
Taizhou Fuling  Non-residential building in South of Binhai Road, Songmen Town  2013-07-25 until 2055-01-14   7,717.56                  Same as above
                              
Taizhou Fuling  Land in Southeast Industrial Zone, Songmen Town  2015-01-29 until 2065-01-15        2,576.00    N/A    N/A   N/A

 

(1) The dormitory has 130 rooms, and is able to accommodate 350 employees. Currently 90 rooms are occupied by 212 employees.

 

Fixed assets at our properties consist of office equipment, buildings, structures, ancillary facilities, and equipment for production and packaging of plastic foodservice disposals including plastic food containers, drinking straws, cutlery, cups and plates, and others.

 

Some of our real property and fixed assets are encumbered by secured loans from our creditors. For example, Agricultural Bank of China Taizhou Branch has encumbrances on Taizhou Fuling’s land use right and building ownership right in the property located at 88 Jintang S Rd, Eastern New District, Wenling City, to guarantee all of our loans with Agricultural Bank of China from June 27, 2018 to September 28. Bank of China Wenling Branch has encumbrances on Taizhou Fuling’s land use right and building ownership right in the property located at South of Binhai Road, Songmen town. The term of our loan with Bank of China is from March 26, 2018 to March 26, 2023.

  

None of our property is affected by any environmental issues that may affect our use of the property. At present, our plans to further develop, expand or improve these properties are funded through proceeds from our initial public offering and through our operating cash flows. Regarding details of our Allentown expansion and Wenling expansion, please see “Item 4. Information on the Company – B. Business review.”

 

In addition to our property rights, we also currently have agreements to warehouse our products for delivery to customers. We pay storage and handling fees based on the quantity of goods we are warehousing at most of such facilities. We expect to devote part of such facility to warehousing our products prior to delivering to our customers. We may, from time to time, enter into new agreements to meet our warehousing needs.

  

44

Table of Contents

 

Plant

 

Currently, we have the following factories, three in China, one in U.S., and one in Mexico.

 

  1. Wenqiao factory: 8 Shengpan Road, Guanweitong Village, Wenqiao County, Wenling City, Zhejiang Province, China
     
  2. Songmen factory: South of Binhai Road, Songmen Town, Wenling City, Zhejiang Province, China
     
  3. Wenling factory: 88 Jintang S Rd, Eastern New District, Wenling City, Zhejiang Province, China
     
  4. Allentown factory: 6690 Grant Way, Allentown, PA, USA
     
  5. Mexico factory: Ave. Gomez Morin No. 955 L-317, Col. Montebello, San Pedro Garza García, C.P. 66279

 

We are in the process of constructing our Wenling factory and renovating our Mexico factory. Regarding details to our material plans to these projects, please see “Item 4. Information on the Company —B. Business Review”.

 

Equipment

 

As labor has become more expensive in China, we have found that we have less of an advantage over similarly situated companies from certain other countries. As a result, we have focused on increasing automation to reduce our reliance on labor, especially for cutlery. Because we have developed some of our own machinery for producing and packaging our products, we believe we have advantages over less automated competitors.

 

We are using more and more fully automated machinery including automatic injection molding machines, robotic arms, and automatic delivery systems. For example, we developed a six-in-one automatic packing machine to meet our customers’ needs. This machine can combine six steps into one step. Therefore, it packs forks, cutlery, napkins and other plastic serviceware into a single plastic package. A normal packing machine would require seven workers to operate. This machine reduces labor demand to only four workers.

 

Most of our automatic machines are customized. For instance, we cooperated with a manufacturer to transform a normal injection molding machine into a professional, industrial-quantity injection molding machine for serviceware production. We also cooperated with an automation factory to produce robotic arms for our production system.

 

The following chart shows some of our advanced equipment.

 

Equipment   Function
     
Elemental Analyzer   Our elemental analyzers can detect 26 kinds of toxic heavy metal elements and detect a variety of regular and irregular sample of the power, plate, linear. Alloys, metal materials and plastic materials can be detected.
     
Injection Molding Machine   Our injection molding machine is also called an injection machine. It is our main molding equipment using plastic molding to make thermoplastic or thermosetting plastic into various shapes of plastic products. High power is applied to molten plastic to fill the mold cavity and injection. The dedicated robotic arm of the injection molding machine is able to automate transportation of products or running tools according to the predetermined requirement for the operation of automated production equipment.
     
Vacuum Magnetron Sputtering Coating Machine   Our vacuum magnetron sputtering coating machine mainly uses direct current (or intermediate frequency) magnetron sputtering and can be adapted to a wide range of coating targets, such as copper, titanium, chromium, stainless steel, nickel and other metal materials, which can be coated using a sputtering process. It can also improve film adhesion, reproducibility, density, uniformity and other characteristics.
     
Four-Layer Co-Extruded Sheet Machine   Our four-layer co-extrusion sheet machine is mainly suitable for PP, PS and other raw materials, production of various high-grade thermalformed sheets and stationery sheets. Widely used in the manufacture of various high-grade four-layer sheets, the machine is suitable for manufacturing high-grade beverage cups, jelly cups, food packaging and other packaging containers.
     
High-Speed Plastic Molding Machines (Computer Controlled)   Our computer controlled high-speed plastic molding machine is suitable for PS, modified PP and PET reel sheet. It can manufacture to a variety of specifications, including disposable fast-food containers, instant noodle bowls, western food boxes, food packaging for products such as candy and cake boxes, daily necessities, metal packaging, children’s toys and agricultural seedling trays.
     
Thermoforming Machine   Our thermoforming machine is mainly suitable for HIPS, PS, PVC, PET and other plastic sheet, using heating principles to form plastic sheets, including in particular the production of, among other items, various small spoons and plate covers.

  

45

Table of Contents

 

From 2013 to 2018, we invested approximately $26.8 million on advanced equipment and technology to increase our productivity levels, increasing our annual per-production worker output from approximately $102,562 in 2013 to approximately $141,920 in 2018, an important 38% performance improvement.

 

We have established an automation department in 2015 to work on research and development for that aspect of our manufacturing process. We believe we still have room to continue to automate our production processes and enjoy additional savings in labor expenses and increased productivity.

 

The following pictures show some of the automation in our factories and product lines.

 

 

 

Injection Molding Machine (including robotic arm) in our Songmen factory.

  

46

Table of Contents

 

 

 

High-Speed Plastic Molding Machines (Computer Controlled) in our Sanmen factory.

  

47

Table of Contents

 

 

 

Four-Layer Co-Extruded Sheet Machine in our Sanmen factory.

 

Item 4A. Unresolved Staff Comments

 

None.

 

48

Table of Contents

 

Item 5. Operating and Financial Review and Prospects

  

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes that appear in this annual report. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this annual report, particularly in “Risk Factors.”

 

A. Operating Results

 

Overview of Company

 

We are a specialized production and distribution company for environmentally-friendly plastic and paper serviceware with primary customers from the United States and European countries. We mainly conduct our operations in China and United States through our wholly owned subsidiary, Taizhou Fuling Plastics Co., Ltd. and its subsidiaries in both countries.

 

Our plastic and paper serviceware products are made from environmentally-friendly material. Our products include disposable cutlery, drinking straws, cups and plates and other plastic products. Our largest customer base is in the United States. Our production facilities include four factories in Zhejiang Province, China and one factory in Pennsylvania, U.S., and we have obtained ISO9001 quality management system, ISO14001 environmental management system, HACCP, FDA food facility registration and GMP certifications. These certifications are crucial for businesses like ours that serve some of the most sophisticated purchasers of foodservice disposables in the world.

 

Our primary raw materials in production of our products include PP, GPPS, HIPS and PET, which are extracted from crude oil. Thus, our cost of raw material is highly impacted by fluctuations in the price of oil. Cost of revenues mainly includes costs of raw materials, costs of direct labor, utilities, depreciation expenses and other overhead.

 

Our largest product category is disposable cutlery. It includes forks, knives, spoons, general, specialized and multipurpose utensils (for instance, the spork), both in single- and multi-utensil packages. It accounted for 48%, 50% and 52% of our revenue for the years ended December 31, 2018, 2017 and 2016, respectively, and we believe it will continue to be a key area for growth in the coming years. Our other product categories are (i) drinking straws, (ii) cups and plates and (iii) other plastics products, which accounted for 17%, 27% and 8% of the total sales respectively for the year ended December 31, 2018, 15%, 27% and 8% of the total sales respectively for the year ended December 31, 2017 and 14%, 27% and 7% of the total sales respectively in the year ended December 31, 2016.

 

Direct Link, one of our subsidiaries was incorporated in the United States in 2011 and is engaged in the distribution of our products in the U.S. In May 2014, Fuling Plastic USA, Inc. (“Fuling USA”) was incorporated in the Commonwealth of Pennsylvania as a wholly-owned subsidiary of Taizhou Fuling. Fuling USA has established the Company’s first production factory in the U.S. and principally engages in the production of plastic drinking straw items. We have not established any subsidiaries in Europe and we rely on the sales forces located in China to export our products to European countries. In September 2016, Wenling Changli Import and Export Co., Ltd (“Wenling Changli”) was established in Wenling, China as a wholly-owned subsidiary of Taizhou Fuling. Wenling Changli principally engages in the export of materials to our Allentown facility.

 

On November 22, 2018, Great Plastics signed sales contracts with a third party to sell the land and buildings previously used as one of its manufacturing factories in China (aka, the “Sanmen Factory”) for total cash consideration of RMB 40.2 million (approximately US$5.8 million). We sold all related machines and equipments to Taizhou Fuling and Zhejiang Great New Materials Co., Ltd. (“Great NM”). Great NM is a company owned by direct relatives of Taizhou Fuling’s officials. We plan to dissolve Great Plastics in the third quarter of 2019.

 

49

Table of Contents

 

In December 2018, the Company announced its plan to set up a manufacturing factory (the “Mexico Factory”) in Monterrey, Mexico. In December 2018, the Company signed a building lease with Interpuerto Industrial Park in Monterrey, Mexico and a service agreement with a local shelter service company to help with administrative, accounting, compliance, import/export, human resources, etc., at the Mexico Factory. Factory remodeling is expected to start in April 2019, followed by equipment installation and testing and worker recruitment in May. We expect that the first phase of the Mexico Factory will have an annual design capacity of 10,000 tons and will be primarily used for producing paper straws and plastic straws and paper cups serving the U.S. market. We expect to launch commercial production at the Mexico Factory around July 2019.

 

As of March 10, 2019, our products are sold in 22 countries. Our customers now include Subway, Wendy’s, Burger King, Taco Bell, KFC (China only), Wal-Mart, and McKesson.

 

In 2018, we supplied five of the six largest fast food restaurant chains in the United States, based on U.S. system-wide sales amount as published by QSR Magazine. We estimate we supplied the following percentages of these customers’ products in the United States in 2018. These percentages are management’s best estimates, based on orders from such customers and understanding of other supplier relationships. Sales to these five customers amounted in the aggregate to 21.5% of our total revenues in the year ended December 31, 2018.

 

Customer  Cutlery   Straws   Courtesy Cups 
A   100%   100%   * 
B   60%   35%   * 
C   30%   33%   * 
D   *    100%   * 
E   *    15%   * 

 

*Less than 1%; please note that these customers are presented in random order and not in order of size in order to protect the confidentiality of the customers.

 

In 2017, we supplied five of the six largest fast food restaurant chains in the United States, based on U.S. system-wide sales amount as published by QSR Magazine. We estimate we supplied the following percentages of these customers’ products in the United States in 2017. These percentages are management’s best estimates, based on orders from such customers and understanding of other supplier relationships. Sales to these five customers amounted in the aggregate to 23.6% of our total revenues in the year ended December 31, 2017.

 

Customer  Cutlery   Straws   Courtesy Cups 
A   100%   100%   * 
B   60%   35%   * 
C   30%   33%   * 
D   *    100%   * 
E   *    15%   * 

 

*Less than 1%; please note that these customers are presented in random order and not in order of size in order to protect the confidentiality of the customers.

 

50

Table of Contents

 

In 2016, we supplied five of the six largest fast food restaurant chains in the United States, based on U.S. system-wide sales amount as published by QSR Magazine. We estimate we supplied the following percentages of these customers’ products in the United States in 2016. These percentages are management’s best estimates, based on orders from such customers and understanding of other supplier relationships. Sales to these five customers amounted in the aggregate to 23.5% of our total revenues in the year ended December 31, 2016.

 

Customer  Cutlery   Straws   Courtesy Cups 
A   100%   70%   * 
B   45%   45%   * 
C   24%   *    * 
D   *    100%   * 
E   *    15%   * 

 

*Less than 1%; please note that these customers are presented in random order and not in order of size in order to protect the confidentiality of the customers.

  

Revenue by Geographic Area

 

(All amounts, other than percentages, in thousands of U.S. dollars)

 

   Year Ended   Year Ended   Year Ended 
   December 31, 2018   December 31, 2017   December 31, 2016 
Region  Amount       Amount       Amount     
United States  $118,308    85.32%  $106,564    85.79%  $92,730    90.63%
Europe  $6,622    4.78%  $6,101    4.91%  $3,173    3.10%
Canada  $1,636    1.18%  $1,944    1.57%  $982    0.96%
China  $8,286    5.98%  $7,741    6.23%  $3,839    3.75%
Other Countries  $3,812    2.75%  $1,859    1.50%  $1,597    1.56%
Total  $138,664        $124,209        $102,321      

  

51

Table of Contents

 

Factors Affecting Our Results of Operations

 

Government Policy May Impact our Business and Operating Results.

 

Our business and operating results will be affected by China’s overall economic growth and government policy. Unfavorable changes in government policies (as well as government policies affecting our customers) could affect the demand for our products and could materially and adversely affect our results of operations. Our products are currently not subject to the government restrictions in the PRC. However, any future changes in the government’s policy upon plastic related production industry or disposal rules may have a negative effect on our business. As our majority of business is from international trading, any future changes in the government policy affecting the importing and exporting industry may impact our revenue and profitability, such as the tariff policies.

 

World crude oil prices may impact our profitability.

 

The price of our products’ main raw material is closely associated with that of crude oil. Fluctuating oil prices impact not only the cost of plastic resin, but also transportation costs. Normally, our customers and we mutually agree to adjust our price according to raw material price fluctuation. However, if we are unable to do that in the future, oil price fluctuation will impact our profitability.

 

The fast food industry is expected to grow slowly.

 

Our major customers operate in fast food industry in the U.S. The industry is expected to perform marginally better over the next five years as the U.S. economy improves and consumers continue to seek convenient meal options. While no severe revenue declines are expected, fast food restaurants will continue to operate in a slow-growth environment. Successful operators will need to adapt to changing consumer preferences as the traditional concept of fast food evolves to include a wider variety of options. As plenty of opportunities remain for new fast food concepts and products, the industry’s long era of growth is far from over. Over the past five years, the Fast Food Restaurants in the US industry has grown by 3.8% to reach revenue of $256 billion in 2018. Over the past five years, the Global Fast Food Restaurants industry has grown by 3.5% to reach revenue of $668 billion in 2018. In addition, the demand for foodservice disposables in the U.S. is projected to increase 3.9% per year to $21.9 billion in 2019. Global foodservice disposables market is expected to reach $82.1 billion by 2025.

 

Competition is high and increasing.

 

The three largest U.S. suppliers of foodservice disposables account for a significant percentage of the industry. As of 2012, Dart Container Corporation, Reynolds Group/Pactiv and Georgia-Pacific collectively held approximately 29% of the U.S. market share in the foodservice disposables industry. Our industry is marked by a small number of strong competitors, with approximately 50% of our market controlled by the top 10 companies in the industry. In addition, larger companies tend to have more resources and opportunities to deal with the higher tariffs on products and/or raw materials exported from China to U.S. Under such circumstances, we may be unable to compete effectively against such larger, better-capitalized companies, which have well-established long-term relationships with the large customers we serve and seek to serve. Competition in this industry is primarily based on price. Other significant competitive factors are quality and reliability of delivery.

 

52

Table of Contents

 

Exchange rate fluctuations may significantly impact our business and profitability.

 

We sell a majority of our products in the United States (approximately 85.3%, 85.8% and 90.5% based on the revenues for the year ended December 31, 2018, 2017, and 2016). Historically, we have relied on lower wages and favorable exchange rates in China to make our products sold abroad competitive in price. As China’s currency has fluctuated significantly against the U.S. dollar in the past year, our advantage in price competitiveness might be impacted. While having already begun to diversify risk by moving some of our manufacturing to the United States, we anticipate continuously producing the majority of our products in China. To the extent the Chinese RMB appreciates, our products could become more expensive and, as a result, less attractive to potential customers in other countries. Currently we do not have any foreign currency net investments which are hedged by currency borrowings and other hedging instruments. 

 

Results of Operations

 

The following table summarizes the results of our operations during the fiscal years ended December 31, 2018 and 2017, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such years.

 

(All amounts, other than percentages, in thousands of U.S. dollars)

 

   2018   2017   Amount   Percentage 
Statement of Operations Data:  Amount   As % of Sales   Amount   As % of Sales   Increase (Decrease)   Increase (Decrease) 
                         
Revenues  $138,664    100%  $124,209    100%  $14,455    11.6%
Cost of goods sold   108,914    79%   98,077    79%   10,837    11.0%
Gross profit   29,750    21%   26,132    21%   3,618    13.8%
Operating expenses                              
Selling expenses   7,830    6%   6,835    6%   995    14.6%
G&A expenses   8,323    6%   7,254    6%   1,069    14.7%
R&D expenses   3,431    2%   2,953    2%   478    16.2%
Total operating expenses   19,584    14%   17,042    14%   2,542    14.9%
Income from operations   10,166    7%   9,090    7%   1,076    11.84%
Interest expense, net   (1,736)   (1)%   (924)   (1)%   (812)   87.9%
Subsidy income   1,706    1%   1,012    1%   694    68.6%
Investment income   (9)   0%   -    -%   (9)   - 
Foreign currency transaction gain (loss)   781    1%   (175)   0%   956    (546.3)%
Other income, net   66    0%   51    0%   15    29.4%
Total other income (expenses)   808    1%   (36)   0%   844    (2,344.4)%
Income before income taxes   10,974    8%   9,054    7%   1,920    21.2%
Provision for income taxes   1,127    1%   788    1%   339    43.0%
Net income from continuing operations  $9,847    7%  $8,266    7%  $1,581    19.1%
Net loss from discontinued operations, net of tax   (88)   0%   (1,974)   2%   1,886    95.5%
Net income  $9,759    7%  $6,291    5%  $3,468    55.1%

  

53

Table of Contents

 

The following table summarizes the results of our operations during the fiscal years ended December 31, 2017 and 2016, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such years.

 

(All amounts, other than percentages, in thousands of U.S. dollars)

 

   2017   2016   Amount   Percentage 
Statement of Operations Data:  Amount   As % of Sales   Amount   As % of Sales   Increase (Decrease)   Increase (Decrease) 
                         
Revenues  $124,209    100%  $102,321    100%  $21,888    21.4%
Cost of goods sold   98,077    79%   77,130    75%   20,947    27.2%
Gross profit   26,132    21%   25,191    25%   941    3.7%
Operating expenses                              
Selling expenses   6,835    6%   5,955    6%   880    14.8%
G&A expenses   7,254    6%   6,277    6%   977    15.6%
R&D expenses   2,953    2%   2,356    2%   597    25.3%
Total operating expenses   17,042    14%   14,588    14%   2,454    16.8%
Income from operations   9,090    7%   10,603    10%   (1,513)   (14.3)%
Interest expense, net   (924)   (1)%   (562)   (1)%   (362)   64.4%
Subsidy income   1,012    1%   1,647    2%   (635)   (38.6)%
Foreign currency transaction gain (loss)   (175)   0%   57    0%   (232)   (407.0)%
Other income, net   51    0%   65    0%   (14)   (21.5)%
Total other income (expenses)   (36)   0%   1,207    1%   (1,243)   (103.0)%
Income before income taxes   9,054    7%   11,810    12%   (2,756)   (23.3)%
Provision for income taxes   788    1%   1,561    2%   (773)   (49.5)%
Net income from continuing operations  $8,266    7%  $10,249    10%  $(1,983)   (19.3)%
Net loss from discontinued operations, net of tax   (1,974)   2%   (2,306)   2%   332    13.4%
Net income  $6,291    5%  $7,943    8%  $(1,652)   (20.8)%

  

Revenues.

 

Revenues increased by approximately $14.5 million, or 11.6%, to approximately $138.7 million in 2018 from approximately $124.2 million in 2017. The increase in revenues was primarily driven by a 8.8% increase of sales volume and a 2.6% increase in blended average selling price.

 

Revenues increased by approximately $21.9 million, or 21.4%, to approximately $124.2 million in 2017 from approximately $102.3 million in 2016. The increase in revenues was primarily driven by a 15.4% increase of sales volume and a 5.1% increase in blended average selling price.

 

54

Table of Contents

 

Revenues from Great Plastics (our discontinued business) for the years ended December 31, 2018, 2017 and 2016 were approximately $5.6 million, $3.0 million, and $2.6 million, respectively and were included in net loss from discontinued operations. 

 

Revenue by Product Type in 2018 and 2017

 

(All amounts, other than percentages, in thousands of U.S. dollars)

 

   2018   2017   Variance 
   Amount   % of
Sales
   Amount   % of
Sales
   Amount Increase (Decrease)   Percentage Increase (Decrease) 
Cutlery  $66,559    48%  $62,104    50%  $4,455    7%
Straws   23,573    17%   18,631    15%   4,942    27%
Cups and plates   37,439    27%   33,537    27%   3,902    12%
Others   11,093    8%   9,937    8%   1,156    12%
Total  $138,664    100%  $124,209    100%  $14,455    12%

 

Revenue by Product Type in 2017 and 2016 

 

(All amounts, other than percentages, in thousands of U.S. dollars)

 

   2017   2016   Variance 
   Amount   % of
Sales
   Amount   % of
Sales
   Amount Increase (Decrease)   Percentage Increase (Decrease) 
Cutlery  $62,104    50%  $53,207    52%  $8,897    17%
Straws   18,631    15%   14,325    14%   4,306    30%
Cups and plates   33,537    27%   27,627    27%   5,910    21%
Others   9,937    8%   7,162    7%   2,775    39%
Total  $124,209    100%  $102,321    100%  $21,888    21%

 

Cutlery

 

Revenue from cutlery increased by $4.5 million, or 7%, from $62.1 million in 2017 to $66.6 million in 2018. Sales volume of cutlery increased 3.0% or 0.9 million kilograms to 30.3 million kilograms. Average selling price for cutlery increased 4.1% or $0.09 per kilogram, to $2.20 per kilogram for the year of 2018.

 

Revenue from cutlery increased by $8.9 million, or 17%, from $53.2 million in 2016 to $62.1 million in 2017. Sales volume of cutlery increased 10.6% or 2.8 million kilograms to 29.4 million kilograms. Average selling price for cutlery increased 5.6% or $0.11 per kilogram, to $2.11 per kilogram for the year of 2017.

  

Straws

 

Revenue for straws increased by $4.9 million, or 27% in 2018 to $23.6 million compared with revenue of $18.6 million in 2017. In 2018, the quantity sold increased by 1.6 million kilograms or 86.7% compared to that in 2017. The average selling price of straws decreased by $3.23 per kilogram, or 32.2% to $6.80 per kilogram in 2018. By shifting more of our straw production from China to U.S. and Mexico, we continued to improve our competitiveness and large QSR customers are looking to increase their purchases of straws from us. We expect our sales volume will continue to increase in this category.

 

55

Table of Contents

 

Revenue for straws increased by $4.3 million, or 30% in 2017 to $18.6 million compared with revenue of $14.3 million in 2016. In 2017, the quantity sold decreased by 0.3 million kilograms or 15.2% compared to that in 2016. The average selling price of straws increased by $3.49 per kilogram, or 53.3% to $10.03 per kilogram in 2017. By shifting more of our straw production from China to U.S., we continued to improve our competitiveness and large QSR customers are looking to increase their purchases of straws from us.

  

Our Allentown factory began operation in 2015 and has been 100% devoted solely to straw manufacturing. In 2018, 2017 and 2016, the Allentown factory manufactured 2,302,230 kilograms, 1,736,530 kilograms and 1,326,699 kilograms of straws respectively.

 

Great Plastics specialized in straws production. The production that Great Plastics performed will be completely absorbed by Taizhou Fuling and some may flow over to Mexico when it starts up.

 

Cups and plates

 

Revenue for cups and plates increased by $3.9 million, or 12% in 2018 to $37.4 million compared with revenue of $33.5 million in 2017. Sales volume increased by 10.7% compared to 2017. The average selling price increased from $3.16 to $3.19 per kilogram. We will continue to experience higher growth in this category as the market looks for substitutes for Styrofoam cups and plates which we don’t make. Our more environmentally friendly products in paper and biodegradable plastic materials are the most popular alternatives.

 

Revenue for cups and plates increased by $5.9 million, or 21% in 2017 to $33.5 million compared with revenue of $27.6 million in 2016. Sales volume increased by 31.1% compared to 2016. The average selling price decreased from $3.42 to $3.16 per kilogram. Growth in this product category continues to look promising now that we have our fourth Chinese factory fully operational and there are no more capacity constraints.

  

Other products

 

Other products include products for family use, party and other entertainment purposes.

 

Revenue from other products increased by $1.2 million, or 12% in 2018 to $11.1 million compared with revenue of $9.9 million in 2017. The revenue increase was mainly due to an increase of 9.7% in sales volume and a 1.7% increase in average selling price.

 

Revenue from other products increased by $2.8 million, or 39% in 2017 to $9.9 million compared with revenue of $7.2 million in 2016. The revenue increase was mainly due to an increase of 39.8% in sales volume and a 0.8% decrease in average selling price.

 

56

Table of Contents

 

Revenue by Geographic Area in 2018 and 2017

 

(All amounts, other than percentages, in thousands of U.S. dollars)

 

   2018   2017   Year-over Year Increase 
Region  Amount   %   Amount   %   Amount Increase (Decrease)   Percentage Increase (Decrease) 
United States  $118,308    85.3%  $106,564    85.8%  $11,744    11.0%
Europe   6,622    4.8%   6,101    4.9%   521    8.5%
China   8,286    6.0%   7,741    6.2%   545    7.0%
Canada   1,636    1.2%   1,944    1.6%   (308)   (15.8)%
Others   3,812    2.7%   1,859    1.5%   1,953    105.1%
Total  $138,664    100.0%  $124,209    100.0%  $14,455    11.6%

 

Revenue by Geographic Area in 2017 and 2016

 

(All amounts, other than percentages, in thousands of U.S. dollars)

 

   2017   2016   Year-over Year Increase 
Region  Amount   %   Amount   %   Amount Increase (Decrease)   Percentage Increase (Decrease) 
United States  $106,564    85.8%  $92,730    90.6%  $13,834    14.9%
Europe   6,101    4.9%   3,173    3.1%   2,928    92.3%
China   7,741    6.2%   3,839    3.8%   3,902    101.6%
Canada   1,944    1.6%   982    1.0%   962    98.0%
Others   1,859    1.5%   1,597    1.6%   262    16.4%
Total  $124,209    100.0%  $102,321    100.0%  $21,888    21.4%

 

Our sales from the United States market grew significantly in 2018. It increased $11.7 million or 11.0% from $106.6 million in 2017 to $118.3 million in 2018. While this demonstrated steady growth in the U.S. market, we continued to encounter strong competition especially in the wholesale distribution channel where everyone shops for lower prices from Chinese importers. Our business with QSR customers continued to experience strong growth due to our U.S. manufacturing capability.

 

57

Table of Contents

  

Our sales from the United States market grew significantly in 2017. It increased $13.8 million or 14.9% from $92.7 million in 2016 to $106.6 million in 2017. While this demonstrated steady growth in the U.S. market, we continued to encounter strong competition especially in the wholesale distribution channel where everyone shops for lower prices from Chinese importers. Our business with QSR customers continued to experience strong growth due to our U.S. manufacturing capability.

 

Europe, China, and others markets all grew more than 7% in 2018. The Chinese market overtook the European market and became our second largest market in 2016. Sales from the Chinese market increased by $0.5 million, or 7.0% from 2017 to 2018, and by $3.9 million, or 101.6% from 2016 to 2017 due to the significant increase of the fast food market in China. As the Chinese fast food industry and consumer dining out behavior are catching up with the U.S. standards, our type of higher quality plastic and paper disposable serviceware products will be in increasing demand.

 

Cost of goods sold.

 

Our cost of goods sold increased by approximately $10.8 million or 11.0% to approximately $108.9 million in 2018 from approximately $98.1 million in 2017, which is consistent with sales growth in 2018. As a percentage of revenues, the cost of goods sold kept stable as 79.0% in 2018.

 

Our cost of goods sold increased by approximately $20.9 million or 27.2% to approximately $98.1 million in 2017 from approximately $77.1 million in 2016, which is consistent with sales growth in 2017. As a percentage of revenues, the cost of goods sold increased by approximately 3.6% point to 79.0% in 2018 from 75.4% in 2017. Higher oil prices led to increased raw material cost in the early part of 2017 and we were not able to completely pass on the increase to customers as the U.S. market is very competitive. By the time the market reacted to the increase and willing to accept it, oil prices declined back down and took away our rationale to increase. In addition, labor cost continued to rise in China putting pressure on gross margin. Our new factory should help us alleviate that going forward due to its advanced automation and higher efficiency, thus relying less on manual labor.

 

Cost of goods sold from Great Plastics (our discontinued business) for the years ended December 31, 2018, 2017 and 2016 were approximately $7.6 million, $3.1 million, and $2.5 million, respectively and were included in net loss from discontinued operations.

 

The portion of our products produced by third-party manufacturers in the years ended December 31, 2018, 2017 and 2016 were less than 1%. The associated impact on our gross margins is very limited considering the portion.

 

Gross profit.

 

Our gross profit increased by approximately $3.6 million, or 13.8%, to approximately $29.8 million in 2018 from approximately $26.1 million in 2017. Gross profit margin was 21.5% in 2018, as compared with 21.0% in 2017. The increase of 0.5% point was primarily attributable to lowered raw material unit cost, and higher average selling price, offset by increased labor cost. Oil prices started to decrease from middle 2018 and decreased oil prices led to decreased raw material cost in 2018.

 

Our gross profit increased by approximately $0.9 million, or 3.7%, to approximately $26.1 million in 2017 from approximately $25.2 million in 2016. Gross profit margin was 21.0% in 2017, as compared with 24.6% in 2016. The decrease of 3.6% point was primarily attributable to higher raw material cost and labor cost, partially offset by higher average selling price. Continued from the oil price increase at the end of 2016, raw material prices in the first quarter of 2017 remained high, as well as transportation costs. We were unable to implement a price increase until deep into the second quarter but by that time, oil prices went back down. We had less support to raise prices while plastic resin prices remain higher for the most part of the year. Our price increases were not sufficient to offset our increase in costs.

 

58

Table of Contents

 

Our gross profit from Great Plastics (our discontinued business) for the years ended December 31, 2018, 2017 and 2016 were approximately $(2.0) million, $(0.08) million, and $0.05 million, respectively and were included in net loss from discontinued operations.

 

Our cost and gross profit by product types for fiscal year 2018 and 2017 are as follows:

 

(All amounts, other than percentages, in thousands of U.S. dollars)

 

   2018   2017   Variance 
   Cost   Gross Profit %   Cost   Gross Profit %   Cost Increase (Decrease)   Gross Profit % Increase (Decrease) 
Cutlery  $55,546    16.5%  $52,291    15.8%  $3,255    6.2%
Straws   19,605    16.8%   15,670    15.9%   3,935    25.1%
Cups and plates   25,050    33.1%   22,355    33.3%   2,695    12.1%
Others   8,277    25.4%   7,290    26.6%   987    13.5%
Tax   436    N/A    471    N/A    (35)   N/A 
Total  $108,914    21.5%  $98,077    21.0%  $10,837    11.1%

 

Cost of revenue for cutlery products increased by approximately $3.3 million to approximately $55.5 million in 2018 compared to $52.3 million in 2017. Gross profit margin was 16.5% and 15.8%, respectively in 2018 and 2017. Gross margin increased due to a 4.1% increase in average selling price offset by a 0.3% increase in unit cost. Cutlery represented the largest portion of sales at 48%.

 

Cost of revenue for straws was approximately $19.6 million in 2018 compared to approximately $15.7 million in 2017. The gross profit margin was approximately 16.8% in 2018 compared to 15.9% in 2017. The gross margin increased because average selling price declined 32% while unit cost declined 35%. Straw is a low margin product but we are gaining market share especially in the Quick Service Restaurants (“QSR”) segment due to our manufacturing in the U.S. and price competitiveness. We are improving efficiency at our U.S. operation and lowering manufacturing unit cost. It is an important product to lead into selling other product categories in the QSR segment.

 

Cost of revenue for cups and plates was around $25.1 million and $22.4 million in 2018 and 2017, respectively. Gross profit margin was 33.1% in 2018 compared to 33.3% in 2017. Average selling price increased 1% and unit cost declined 2% in 2018. Cups and plates remained our highest gross margin product category and we plan to focus on growing this category by engineering new product designs and developing new materials that would improve profit margin.

 

59

Table of Contents

 

Our cost and gross profit by product types for fiscal year 2017 and 2016 are as follows:

 

(All amounts, other than percentages, in thousands of U.S. dollars)

 

   2017   2016   Variance 
   Cost   Gross Profit %   Cost   Gross Profit %   Cost Increase (Decrease)   Gross Profit % Increase (Decrease) 
Cutlery  $52,291    15.8%  $43,729    17.8%  $8,562    (2.0)%
Straws   15,670    15.9%   11,204    21.8%   4,466    (5.9)%
Cups and plates   22,355    33.3%   16,818    39.1%   5,537    (5.8)%
Others   7,290    26.6%   5,043    29.6%   2,247    (3.0)%
Tax   471    N/A    335    N/A    136    N/A 
Total  $98,077    21.0%  $77,129    24.6%  $20,948    (3.6)%

 

Cost of revenue for cutlery products increased by approximately $8.6 million to approximately $52.3 million in 2017 compared to $43.7 million in 2016. Gross profit margin was 15.8% and 17.8%, respectively in 2017 and 2016. Gross margin decreased due to a 8% increase in unit cost partially offset by a 6% increase in average selling price. Price increases were delayed due to market competition and the magnitude was not sufficient to offset increase in material costs. Cutlery represented the largest portion of sales at 50%.

 

Cost of revenue for straws was approximately $15.7 million in 2017 compared to approximately $11.2 million in 2016. The gross profit margin was approximately 15.9% in 2017 compared to 21.8% in 2016. The gross margin decreased because average selling price increased 53% while unit cost rose 65%. Straw is a low margin product but we are gaining market share especially in the QSR segment due to our manufacturing in the U.S. and price competitiveness. We are improving efficiency at our U.S. operation and lowering manufacturing unit cost. It is an important product to lead into selling other product categories in the QSR segment.

 

Cost of revenue for cups and plates was around $22.4 million and $16.8 million in 2017 and 2016, respectively. Gross profit margin was 33.3% in 2017 compared to 39.1% in 2016. Average selling price declined 7% and unit cost increased 1% in 2017. Cups and plates remained our highest gross margin product category and we plan to focus on growing this category by engineering new product designs and developing new materials that would improve profit margin.

 

Taxes included in costs represent the VAT paid for purchased inventory, which cannot be deducted to offset our sales tax. The amount of tax in costs can vary year to year depending on the timing and amount of purchases made throughout the year.

 

Selling expenses.

 

Selling expenses increased by approximately $995,000, or 14.6% to approximately $7.8 million in 2018 compared to approximately $6.8 million in 2017. As a percentage of sales, our selling expenses were 5.6% and 5.5% in 2018 and 2017, respectively. The increase in selling expenses is consistent with the increase of revenues.

 

60

Table of Contents

 

Selling expenses increased by approximately $880,000, or 14.8% to approximately $6.8 million in 2017 compared to approximately $6.0 million in 2016. As a percentage of sales, our selling expenses were 5.5% and 5.8% in 2017 and 2016, respectively. The increase in selling expenses is consistent with the increase of revenues.

 

Selling expenses from Great Plastics (our discontinued business) for the years ended December 31, 2018, 2017 and 2016 were approximately $496,000, $786,000, and $902,000, respectively and were included in net loss from discontinued operations.

 

General and administrative expenses.

 

Our general and administrative expenses increased by approximately $1.1 million or 14.7%, to approximately $8.3 million in 2018 from approximately $7.3 million in 2017. As a percentage of revenues, general and administrative expenses were 6.0% and 5.8% in 2018 and 2017, respectively. The level of general and administrative expenses increase was normal based on our substantial increase in business. We were able to keep administrative expense increase to a minimum to generate more operating profits.

 

Our general and administrative expenses increased by approximately $1.0 million or 15.6%, to approximately $7.3 million in 2017 from approximately $6.3 million in 2016. As a percentage of revenues, general and administrative expenses were 5.8% and 6.1% in 2017 and 2016, respectively. The level of general and administrative expenses increase was normal based on our substantial increase in business. We were able to keep administrative expense increase to a minimum to generate more operating profits.

 

Our general and administrative expenses from Great Plastics (our discontinued business) for the years ended December 31, 2018, 2017 and 2016 were approximately $750,000, $627,000, and $1,234,000, respectively and were included in net loss from discontinued operations. 

 

Research and development expenses.

 

Our research and development expenses increased approximately $478,000, or 16.2% to approximately $3.4 million in 2018 compared with approximately $3.0 million in 2017. We expect to increase our R&D expenditures proportionate to our revenue increase, as we continue to conduct research and development activities, especially seeking to increase the use of environmentally-friendly materials, develop biodegradable materials and reduce reliance on fossil-based raw materials.

 

Our research and development expenses increased approximately $598,000, or 25.4% to approximately $3.0 million in 2017 compared with approximately $2.4 million in 2016. We expect to increase our R&D expenditures proportionate to our revenue increase, as we continue to conduct research and development activities, especially seeking to increase the use of environmentally-friendly materials, develop biodegradable materials and reduce reliance on fossil-based raw materials.

 

Our research and development expense from Great Plastics (our discontinued business) for the years ended December 31, 2018, 2017 and 2016 were approximately $0, $ 0, and $0, respectively and were included in net loss from discontinued operations.  

 

Interest income (expense).

 

Our net interest expense increased by approximately $0.8 million to approximately $1.7 million in 2018, from approximately $0.9 million in 2017.

 

Our net interest expense increased by approximately $0.3 million to approximately $0.9 million in 2017, from approximately $0.6 million in 2016.

 

Our net interest expense from Great Plastics (our discontinued business) for the years ended December 31, 2018, 2017 and 2016 were approximately $105,000, $183,000, and $211,000, respectively and were included in net loss from discontinued operations.  

 

61

Table of Contents

 

The average interest rates for our average outstanding loans in 2018, 2017 and 2016 were 4.89%, 5.07% and 4.37%, respectively. At the time of an initial loan application, different commercial banks determine loan interest rates based on various factors, including general economic conditions in China, internal bank lending policies, the applicant’s credit standing and relative bargaining power. For the year ended December 31, 2018, 2017 and 2016, People’s Bank of China has kept its prevailing interest rate at 4.3%

 

The bank loan balances as of December 31, 2018, 2017 and 2016 were $19.9 million, $27.4 million and $15.1 million respectively. The average amounts of loan outstanding for 2018, 2017 and 2016 were $23.7 million, $21.3 million and $13.0 million, respectively. We borrow from commercial banks based on our working capital conditions and forecast of business needs. The average amount of loan outstanding in 2018 was higher than 2017 due to expansion of our business. The average amount of loan outstanding in 2017 was higher than 2016 due to expansion of our business.

 

There is no interest expense associated with notes payable but we are subject to a bank charge. The bank charge is usually 0.05% of the notes payable issued. For the years ended December 31, 2018, 2017 and 2016, bank charges related to notes payable were immaterial.

 

Subsidy income. Our government subsidy income was approximately $1.7 million in 2018 compared to approximately $1.0 million in 2017. Our government subsidy income was approximately $1.0 million in 2017 compared to approximately $1.6 million in 2016. Our government subsidy income was all granted by local governments in recognizing our achievements in various areas. All subsidies we received in 2018, 2017 and 2016 were one-time grants and may not occur again in the future. We cannot predict the likelihood or amount of any future subsidies.

 

Our government subsidy income from Great Plastics (our discontinued business) for the years ended December 31, 2018, 2017 and 2016 were approximately $39,000, $31,000, and $217,000, respectively and were included in net loss from discontinued operations.

 

Other income (expense).

 

Other income was approximately $66,000 and $52,000 in 2018 and 2017, respectively. The significant increase is attributed to increased income from disposal of property, plant, and equipment in 2018.

 

Other income was approximately $52,000 and $65,000 in 2017 and 2016, respectively. The significant decrease is attributed to increased loss from disposal of property, plant, and equipment in 2017.

 

Other expense from Great Plastics (our discontinued business) for the years ended December 31, 2018, 2017 and 2016 were approximately $407,000, $(71,000), and $218, respectively and were included in net loss from discontinued operations.

  

Foreign currency translation gain (loss). The Company recorded $0.8 million, $(0.2) million and $0.1 million of foreign currency translation gain in 2018, 2017 and 2016, respectively.

 

Income before income taxes.

 

Our income before income taxes was approximately $10.9 million in 2018, an increase of approximately $1.9 million or 21.2% compared with approximately $9.1 million in 2017. The increase was primarily attributable to increased sales, increased gross margin, increased subsidy income, offset by increased cost of goods sold, increased operating expense, and increased interest expenses as discussed above.

 

Our income before income taxes was approximately $9.1 million in 2017, a decrease of approximately $2.7 million or 23.3% compared with approximately $11.8 million in 2016. The decrease was primarily attributable to increased sales and gross margin offset by increased cost of goods sold, increased operating expense, and decreased subsidy income as discussed above.

 

62

Table of Contents

 

Our income before income taxes from Great Plastics (our discontinued business) for the years ended December 31, 2018, 2017 and 2016 were approximately $(2.8) million, $(1.9) million, and $(1.8) million, respectively and were included in net loss from discontinued operations.

 

Provision for income taxes.

 

Our provision for income taxes was approximately $1.1 million in 2018, an increase of approximately $0.3 million or 42.9% from approximately $0.8 million in 2017. The increase was due to the fact that more taxable income was generated from our Chinese subsidiaries compared to 2017. In 2018, taxable income generated from China was $13.3 million compared to $8.7 million in 2017.

 

Our provision for income taxes was approximately $0.8 million in 2017, a decrease of approximately $1.2 million or 49.5% from approximately $1.6 million in 2016. The decrease was due to the fact that less taxable income was generated from our Chinese subsidiaries compared to 2016. In 2017, taxable income generated from China was $8.7 million compared to $15.1 million in 2016.

 

Our provision for income taxes from Great Plastics (our discontinued business) for the years ended December 31, 2018, 2017 and 2016 were approximately $221,000, $36,000, and $469,000, respectively and were included in net loss from discontinued operations.

 

B. Liquidity and Capital Resources

 

We are a holding company incorporated in the Cayman Islands. Total Faith, our BVI organized wholly owned subsidiary, owns Taizhou Fuling which in turn owns our U.S. and China assets through its subsidiaries. We may need dividends and other distributions on equity from our PRC subsidiaries to satisfy our liquidity requirements. Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiaries are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of their respective registered capital. Our PRC subsidiaries may also allocate a portion of its after-tax profits based on PRC accounting standards to employee welfare and bonus funds at their discretion. These reserves are not distributable as cash dividends. We have relied on direct payments of expenses by our subsidiaries (which generate revenues), to meet our obligations to date. To the extent payments are due in U.S. dollars, we have occasionally paid such amounts in RMB to an entity controlled by our management capable of paying such amounts in U.S. dollars. Such transactions have been made at prevailing exchange rates and have resulted in immaterial losses or gains on currency exchange but no other profit.

 

Construction in progress represents costs of construction incurred for the Company’s new plant and equipment. The Company started the first phase of the construction for its facility expansion in China (“Phase I”) in April 2016 in China. For the year ended December 31, 2017, construction in progress of approximately $19.3 million was completed and was transferred to property, plant and equipment for Phase I.

 

In the beginning of August 2017, the Company started its second phase of the construction for its facility expansion in China (“Phase II”). Phase II includes construction of a new plant, an office building and two dormitory buildings. The construction is expected to be completed before the end of 2019 and the total construction cost of Phase II is expected to be $13.1 million. For the year ended December 31, 2018, construction in progress of approximately $9.9 million was completed and was transferred to property, plant and equipment for Phase II. The Company expects to fulfill the payments using cash generated from operating activities and additional loans borrowed from local banks in case any shortage of cash on hand in the future. As of December 31, 2018, we had no purchase commitments for construction and machinery purchase. These commitments represent the amount of agreements signed but not yet paid.

 

63

Table of Contents

 

As of December 31, 2018 and 2017, we had outstanding loans of approximately $27.1 million and $29.2 million from various banks and entities, respectively. To secure this debt, we have pledged some of its properties and machinery, equipment, land use rights as well as other assets in China to several banks. Approximately $1.7 million and $1.7 million worth of equipment was used as collateral for the loan from Pennsylvania Industrial Development Authority as of December 31, 2018 and 2017, respectively.

 

Further, although instruments governing the current debts incurred by our PRC subsidiaries do not have restrictions on their abilities to pay dividend or make other payments to us, the lender may impose such restriction in the future. As a result, our ability to distribute dividends largely depends on earnings from our PRC subsidiaries and their ability to pay dividends out of their earnings. We cannot assure you that our PRC subsidiaries will generate sufficient earnings and cash flows in the near future to pay dividends or otherwise distribute sufficient funds to enable us to meet our obligations, pay interest and expenses or declare dividends.

 

As of December 31, 2018 and 2017, we had cash and cash equivalents of approximately $4.4 million and $4.1 million, respectively and restricted cash of approximately $2.4 million and $3.8 million, respectively. As of December 31, 2018, we also had certificates of deposits of $0 million which will mature in December 2018. As of December 31, 2017, we had certificates of deposits of $0.1 million which matured in December 2018. We did not have any other short-term investments. As of December 31, 2018, Our current assets were approximately $59.5 million, and our current liabilities were approximately $47.5 million, which resulted in a current ratio of 1.25:1. Total FGI’s equity as of December 31, 2018 was approximately $64.7 million. As of December 31, 2017, our current assets were approximately $57.0 million, and our current liabilities were approximately $55.56 million, which resulted in a current ratio of 1.03:1. Total FGI’s equity as of December 31, 2017 was approximately $57.8 million.

 

We have historically funded our working capital needs from operations, advance payments from customers, bank borrowings, and capital from shareholders. Presently, our principal sources of liquidity are generated from our operations, proceeds from our initial public offering and loans from commercial banks. In China, long-term loans are generally available; however, short-term loans are a more readily accessible source of financing. Long-term loans in China are usually approved by banks for capital expenditures only, such as fixed asset construction or property acquisitions. Our working capital requirements are influenced by the level of our operations, the numerical volume and dollar value of our sales contracts, the progress of execution on our customer contracts, and the timing of accounts receivable collections. 

 

Based on our current operating plan, we believe that our existing resources, including cash generated from operations, proceeds from our initial public offering, bank loans, bank notes payable, and advances from suppliers will be sufficient to meet our working capital requirement for our current operations over the next twelve months. We expect to be able to refinance our short-term loans based on past experience and our good credit history. We do not believe failure to refinance our short term loans from certain banks will have a significant negative impact on our normal business operations. Our related parties including our major shareholders and affiliate companies are willing to provide us financial support. Although our operating cash flow was positive in 2018, 2017 and 2016, it is possible for us to have negative cash flow in the future, and for our related parties to be unable or unwilling to provide us financial support as needed. If this happened, the failure to refinance our short-term loans could potentially affect our capital expenditure and expansion of business.

 

During the period from January 1, 2019 to March 30, 2019, we repaid approximately $5.2 million bank loans and $1.8 million notes payable that become due. We also borrowed approximately $7.4 million bank loans as well as approximately $2.0 million notes payable from various banks in China. All the loans and notes payable are short term in nature and guaranteed by its shareholders, related parties and third parties. If we cannot refinance from commercial banks, our major shareholders and affiliate companies could provide us financial support as needed. Lack of sufficient financial support from local banks or our related parties could potentially affect our capital expenditure and expansion of business. We do not believe failure to refinance from certain banks will have significant negative impact on our normal business operations.

 

64

Table of Contents

 

The following table sets forth summary of our cash flows from continuing operations for the periods indicated:

 

(All amounts in thousands of U.S. dollars)

 

   2018   2017   2016 
Net cash provided by operating activities  $11,577   $2,474   $5,145 
Net cash used in investing activities   (8,732)   (14,346)   (23,648)
Net cash provided by financing activities   (2,772)   13,838    7,980 
Effect of exchange rate changes on cash   (1,147)   (356)   (401)
Net (decrease) increase in cash   (1,074)   1,610    (10,924)
Cash, beginning of year   7,871    6,261    17,185 
Cash, end of year  $6,797   $7,871   $6,261 

 

Operating Activities

 

Net cash provided by operating activities was approximately $11.6 million in 2018, an increase of $9.1 million compared to cash provided by operating activities of approximately $2.5 million in 2017. The increase in net cash provided by operating activities was primarily attributable to the following factors:

 

  Accounts receivable increased $5.5 million in 2018, compared with increase of $2.4 million in 2017. The increase in account receivable balance corresponded to the trend of increase in sales. Our sales increased by 11.6% or $14.5 million in 2018 compared with 2017.

 

Accounts payable increased by $5.2 million in 2018, compared with a decrease of $2.3 million in 2017. The increase was primarily financed by increase in long term borrowings and increased purchase of inventory during 2018 for locking a lower purchase price of raw material.

 

Net cash provided by operating activities was approximately $2.5 million in 2017, a decrease of $2.7 million compared to cash provided by operating activities of approximately $5.2 million in 2016. The decrease in net cash provided by operating activities was primarily attributable to the following factors:

 

Accounts receivable increased $2.4 million in 2017, compared with increase of $6.7 million in 2016. The increase in account receivable balance corresponded to the trend of increase in sales. Our sales increased by 31.3% or $27.1 million in 2017 compared with 2016.

 

Accounts payable decreased by $2.3 million in 2017, compared with an increase of $5.5 million in 2016. The decrease was primarily due to more inventory purchase in 2016.

 

Investing Activities

 

Net cash used in investing activities was approximately $8.7 million in 2018, a decrease of approximately $5.6 million from net cash used in investing activities of approximately $14.3 million in 2017. The decrease in net cash used in investing activities in 2018 was primarily attributable to less spending associated with the construction in progress in 2018 compared to 2017 because the Phase II construction is expected to be completed soon, and the cash receipt from disposal of Great Plastics property and equipment in 2018.

 

65

Table of Contents

 

Net cash used in investing activities was approximately $14.3 million in 2017, a decrease of approximately $9.3 million from net cash used in investing activities of approximately $23.6 million in 2016. The decrease in net cash used in investing activities in 2017 was primarily attributable to less spending associated with the construction in progress in 2017 compared to 2016, as well as a payment made in 2016 for land use rights for $8.3 million that didn’t recur in 2017.

  

Financing Activities

 

Net cash used in financing activities was approximately $2.8 million in 2018, compared to approximately $13.9 million net cash provided from financing activities in 2017. The decrease in net cash provided from financing activities in 2018 was primarily attributable to in 2018 the Company made repayments from short term borrowings of $39.6 million and in 2017 the Company made repayments of short term borrowings of $20.3 million. The Company repaid all outstanding borrowings and bank notes payable of Great Plastics in 2018 as the Company plans to dissolve Great before the end of 2019.

 

Net cash provided from financing activities was approximately $13.9 million in 2017, compared to approximately $8.0 million in 2016. The increase in net cash provided from financing activities in 2017 was primarily attributable to more proceeds from short term borrowings in 2017 compared with 2016. In 2017 the Company had proceeds from short term borrowings of $31.2 million and in 2016 the Company has proceeds from short term borrowings of $23.7 million.

 

In 2016, we used capital expenditures primarily to develop a new factory in Wenling and continue to equip our Allentown facility. In 2017 and 2018, we continued our capital expenditures in constructing Phase II of our new Wenling factory including purchasing machinery and equipment. Our material cash requirements in 2019 may include (i) investments of approximately $5.8 million in the new production lines and the construction of manufacturing facilities in our new factory in China; (ii) purchase of equipment and renovation of the factory for approximately $3.0 million for the Mexico factory. If the demand for our products is expected to grow in the coming years, we may need to add additional manufacturing capacity in Wenling, China and in Allentown factory.

 

Our primary source of cash is currently generated from the sales of our products and bank borrowings in addition to proceeds from our initial public offering. In the coming years, we will be looking to other sources, such as raising additional capital by issuing shares of stock, to meet our cash needs. While facing uncertainties in regards to the size and timing of capital raises, we are confident that we can continue to meet operational needs solely by utilizing cash flows generated from our operating activities and bank borrowings, as necessary.

 

66

Table of Contents

 

Loan Facilities

 

Short-term Borrowings

 

As of December 31, 2018, the details of all our short-term bank loans are as follows: 

 

(All amounts in U.S. dollars)

 

      As of 
      December 31,
2018
 
Agricultural Bank of China (“ABC”)  (1)  $8,622,194 
China Merchants Bank (“CMB”)  (2)   1,696,441 
Industrial and Commercial Bank of China (“ICBC”)  (3)   4,557,315 
Bank of China (“BOC”)  (4)   2,724,793 
East West Bank  (“EWB”)  (5)   

2,000,000

 
Postal Savings Bank of China (“PSBC”)  (6)   - 
Pennsylvania Industrial Development Authority – current portion of long-term borrowing (see “long-term borrowing” below)      89,898 
East West Bank loan – current portion of long-term borrowing (see “long-term borrowing” below)      200,000 
Total     $19,890,641 

 

(1)

During the year ended December 31, 2018, Taizhou Fuling entered into a series of short-term bank loan agreements with ABC for a total amount of $8,622,194. The terms of these loans are six months with variable interest rates based on the prevailing interest rates, respectively. The effective rates are from 4.57% to 5.15% per annum.

 

These loans were guaranteed by the assets of a third party guaranty company and a shareholder of the Company. The third party guaranty company charges 2% of total loan amount.

 

(2)During year ended December 31, 2018, Taizhou Fuling entered into a series of short-term bank borrowing agreements with CMB for a total amount of approximately $6.3 million (RMB 43.4 million). The terms of these loans are five to twelve months with variable interest rates based on the prevailing interest rates. The effective rates were from 2.40% to 6.09% per annum. The loans are guaranteed by Special Plastics and Taizhou Fuling’s general manager and Chair of the Board. As of December 31, 2018, $4,586,234 had been repaid in full upon maturity.

 

(3)During the year ended December 31, 2018, Taizhou Fuling entered into a series of short-term loan agreements with ICBC for a total amount of $4,557,315. The terms of these loans are five to twelve months with the interest rates ranged from 3.47% to 5.44% per annum.

 

(4)During the year ended December 31, 2018, Taizhou Fuling entered into a series of short-term bank borrowing agreements and other financing agreements with BOC. The terms of the loans are three to twelve months, with fixed interest rates based on London InterBank Offered Rate (“LIBOR”) (for loans dominated in USD) or prime loan rates issued by People’s Bank of China (for loans dominated in RMB), plus certain base points. The effective interest rates vary from 3.30% to 5.01% per annum. The loans to Taizhou Fuling are guaranteed by the Chief Executive Officer (“CEO”).

  

(5)On March 9, 2017, Direct Link entered into a line of credit agreement with East West Bank for $2,000,000 for one year. The annual interest rate is equivalent to LIBOR rate plus 2.75%. Direct Link was required to make restricted deposit of $41,900 for one year (which was released in June 2018) with an initial interest rate of 3.76% per annum. The line of credit is guaranteed by FGI. The agreements require Direct Link to comply with certain financial covenants and ratios, including maintaining but not limited to minimum debt service coverage ratio of 1.40 times and to maintain maximum total debt to equity ratio of 3.0 times. Direct Link will be measured semi-annually at June 30th and December 31st.  Direct Link was not in compliance as of December 31, 2018. On April 7, 2017, Direct Link drew down $1,500,000 with the effective rate of 3.86% per annum. On December 1, 2017, Direct Link drew down another $500,000 with the effective rate of 4.45% per annum. Interest expense incurred on this loan for the year ended December 31, 2018 and 2017 were $47,955 and $14,942, respectively. On March 14, 2018, East West Bank approved to extend the loan to June 9, 2018. On June 26, 2018, East West Bank again approved to extend the loan to June 9, 2019. East West Bank waived financial covenant violations as at December 31, 2018.

 

(6)

In January 2018, Taizhou Fuling entered into a short-term bank loan agreement with PSBC for $987,881. The terms of the loan are twelve months. The effective rates are 2.95% per annum. As of December 31, 2018, this loan had been repaid prior to its maturity.

 

67

Table of Contents

 

As of December 31, 2018, land use rights in the amount of $7,821,842 and property and buildings in the amount of $14,071,515 were pledged for all the above loans.

 

As of December 31, 2017, the details of all our short-term bank loans are as follows: 

 

(All amounts in U.S. dollars)

 

      As of 
      December 31,
2017
 
Agricultural Bank of China (“ABC”)  (1)  $11,831,148 
China Merchants Bank (“CMB”)  (2)   3,073,424 
Industrial and Commercial Bank of China (“ICBC”)  (3)   4,019,908 
Bank of China (“BOC”)  (4)   2,274,333 
East West Bank  (“EWB”)  (5)   2,000,000 
Postal Savings Bank of China (“PSBC”)  (6)   4,046,597 
Pennsylvania Industrial Development Authority – current portion of long-term borrowing (see “long-term borrowing” below)      88,339 
East West Bank loan – current portion of long-term borrowing (see “long-term borrowing” below)      83,333 
Total     $27,417,082 

 

(1)

During fiscal year 2017, Taizhou Fuling entered into a series of short-term bank loan agreements with ABC for a total amount of $11,831,148. The terms of these loans are six to twelve months with variable interest rates based on the prevailing interest rates, respectively. The effective rates are from 4.57% to 4.90% per annum.

  

These loans were guaranteed by the assets of a third party guaranty company and a shareholder of the Company. The third party guaranty company charges 2% of total loan amount.

 

(2)In January, March, July and December 2017, Taizhou Fuling entered into four short-term bank borrowing agreements for approximately $4.5 million (RMB 29.4 million) with CMB for twelve, six, six and twelve months, respectively. The effective rates were 6.09%, 2.67%, 1.99% and 6.09% per annum, respectively. The loans are guaranteed by Special Plastics and Taizhou Fuling’s general manager and Chair of the Board. As of December 31, 2017, $1,398,970 had been repaid in full upon maturity.

  

(3)During fiscal year 2017, Taizhou Fuling entered into a series of short-term loan agreements with ICBC for a total amount of $7,092,174. The terms of these loans are five to twelve months with the interest rates ranged from 2.14% to 5.00% per annum. As of December 31, 2017, $3,024,902 of them had been repaid upon maturity.

 

68

Table of Contents

 

(4)During fiscal year 2017, Taizhou Fuling entered into a series of short-term bank borrowing agreements and other financing agreements with BOC. The terms of the loans are three to twelve months, with fixed interest rates based on London InterBank Offered Rate (“LIBOR”) (for loans dominated in USD) or prime loan rates issued by People’s Bank of China (for loans dominated in RMB), plus certain base points. The effective interest rates vary from 1.97% to 5.57% per annum. The loans to Taizhou Fuling are guaranteed by the Chief Executive Officer (“CEO”). The loans to Great Plastics are guaranteed by the CEO and Chair of the Board.

  

(5)On March 9, 2017, Direct Link entered into a line of credit agreement with East West Bank for $2,000,000 for one year. The annual interest rate is equivalent to LIBOR rate plus 2.75%. Direct Link is required to make restricted deposit of $73,336 for one year with an initial interest rate of 3.76% per annum. The line of credit is guaranteed by FGI. The agreements require Direct Link to comply with certain financial covenants and ratios, including maintaining but not limited to minimum debt service coverage ratio of 1.25 times and to maintain maximum total debt to equity ratio of 3.0 times. Direct Link will be measured semi-annually at June 30th and December 31st. Direct Link was not in compliance as of December 31, 2017. On April 7, 2017, Direct Link drew down $1,500,000 with the effective rate of 3.86% per annum. On December 1, 2017, Direct Link drew down another $500,000 with the effective rate of 4.45% per annum. Interest expense incurred on this loan for the year ended December 31, 2017 was $46,182. On March 14, 2018, East West Bank approved to extend the loan to June 9, 2018. Also East West Bank waived financial covenant violations as at December 31, 2017.

 

(6)In November and December 2017, Taizhou Fuling entered into a series of short-term bank loan agreements with PSBC for $2,975,004 and $1,071,593, respectively. The terms of these loans are twelve and five months, respectively. The effective rates are 2.65% and 4.15% per annum, respectively.

 

As of December 31, 2017, land use rights in the amount of $8,442,532 and property and buildings in the amount of $15,620,048 were pledged for all the above loans.

 

As of December 31, 2016, the details of all our short-term bank loans are as follows:

 

(All amounts in U.S. dollars)

 

      As of 
      December 31,
2016
 
China Merchants Bank (“CMB”)  (1)   2,759,227 
Industrial and Commercial Bank of China (“ICBC”)  (2)   3,239,848 
Bank of China (“BOC”)  (3)   3,241,042 
Zhejiang Mintai Commercial Bank (“MTB”)  (4)   5,759,730 
Pennsylvania Industrial Development Authority – current portion of long-term borrowing (see “Long-term Borrowing” below)      86,808 
Total     $15,086,655 

  

(1)During fiscal year 2016, Taizhou Fuling entered into a series of seven short-term bank loan agreements with CMB for five to twelve months. The interest rates ranged from 1.10% to 6.09% per annum. $1,440,000 of them had been repaid subsequent after December 31, 2016.

 

69

Table of Contents

  

(2)

In February 2016, Taizhou Fuling entered into a loan agreement with ICBC for $593,000 for five months, with fixed interest rate of 3.5%. This loan had been repaid upon maturity.

 

In April 2016, Taizhou Fuling entered into a loan agreement with ICBC for $647,970 for five months, bearing a variable interest rate based on the prevailing interest rate set by the People’s Bank of China at the time of borrowing, plus 161.6 base points. The effective rate was 5.92% per annum. This loan had been repaid upon maturity.

 

In July 2016, Taizhou Fuling entered into two loan agreements with ICBC for $575,973 and $575,973 respectively for twelve and five months, bearing a variable interest rate based on the prevailing interest rate set by the People’s Bank of China at the time of borrowing, plus 161.6 base points. The effective rate was 5.00% per annum. $575,973 of them had been repaid subsequently.

 

In August 2016, Taizhou Fuling entered into a loan agreement with ICBC for $647,970 for five months, bearing a variable interest rate based on the prevailing interest rate set by the People’s Bank of China at the time of borrowing, plus 113.75 base points. The effective rate was 5.44% per annum.

 

In October 2016, Taizhou Fuling entered into a loan agreement with ICBC for $791,963 for twelve months, bearing a variable interest rate based on the prevailing interest rate set by the People’s Bank of China at the time of borrowing, plus 70.25 base points. The effective rate was 5.00% per annum.

 

In December 2016, Taizhou Fuling entered into two loan agreements with ICBC for $719,966 and $503,976 respectively for twelve and twelve months, bearing a variable interest rate based on the prevailing interest rate set by the People’s Bank of China at the time of borrowing, plus 70.25 base points. The effective rate was 5.00% per annum.

 

(3)During fiscal year 2016, Taizhou Fuling entered into a series of short-term bank borrowing agreements and other financing agreements with BOC. The terms of the loans are three to twelve months, with fixed interest rates based on LIBOR (for loans dominated in USD) or prime loan rates issued by People’s Bank of China (for loans dominated in RMB), plus certain base points. The effective interest rates vary from 1.56% to 5.9% per annum. The loans to Taizhou Fuling are guaranteed by Great Plastics and Taizhou Fuling’s general manager. The loans to Great Plastics are guaranteed by Taizhou Fuling’s general manager and Chair of the Board.

  

(4)In October and December in 2016, Taizhou Fuling entered into two loan agreements with MTB for $5,759,730 respectively for six and six months. The effective rates were 6.41% per annum, respectively. The loan is guaranteed by Taizhou Fuling’s general manager.

 

As of December 31, 2016, land use rights in the amount of $8,047,726 and property and buildings in the amount of $131,971 and equipment in the amount of $0, respectively, were pledged for the above loans.

 

70

Table of Contents

 

Long-term Borrowing

 

Long-term borrowings consisted of the following:

 

      As of   As of   As of 
      December 31,
2018
   December 31,
2017
   December 31,
2016
 
Pennsylvania Industrial Development Authority  (1)  $658,234   $748,132   $836,471 
Agricultural Bank of China (“ABC”)  (2)   5,815,982    137,088    - 
East West Bank  (“EWB”)  (3)   729,141    916,667    - 
Total     $7,203,357   $1,801,887   $836,471 

 

(1)On September 28, 2016, Fuling USA entered into a ten-year Machinery and Equipment Loan Agreement with the Pennsylvania Industrial Development Authority for $937,600, with fixed interest rate of 1.75%. This loan has been collateralized by the machinery and equipment, worth approximately $1.72 million. As of December 31, 2018, the amount of long-term borrowing was $748,132, and it consists of $89,898 of which is due within a year and $658,234 that is due over a year.

 

Future obligations for payments of this long-term loan are as below:

 

Twelve months ended December 31,    
2019  $89,898 
2020   91,484 
2021   93,098 
2022   94,740 
2023   96,411 
Thereafter   282,501 
Total  $748,132 

 

(2)

In June 2018, Taizhou Fuling entered into two buyer’s credit Loan Agreements with Agriculture Bank of China Limited for total of $2,471,792 (RMB 17 million) for 36 months. In July 2018, Taizhou Fuling entered into three buyer’s credit Loan Agreements with Agriculture Bank of China Limited for total of $3,344,190 (RMB 23 million) for 36 months. The loan bear variable interest rates based on the prevailing interest rate set by the People’s Bank of China at the time of borrowing, plus 13% of the prevailing interest rate. As of December 31, 2018, the amount of long-term borrowing was $5,815,982, and the effective rates were 5.37% and 5.23% per annum. The line of credit’s purpose is for inventory purchase. The line of credit is effective for the period from first day of loan to 36 months after the first day of loan.

 

On October 31, 2016, Fuling USA entered into a buyer’s credit Loan Agreement with Agricultural Bank of China Limited for a line of credit in the amount of $5,903,723 (RMB 41 million) for 18 months. The loan bears a variable interest rate based on the prevailing interest rate set by the People’s Bank of China at the time of borrowing, plus 6% of the prevailing interest rate. As of December 31, 2017, the amount of long-term borrowing was $137,088, and the effective rate was 5.30% per annum. The line of credit’s purpose is to acquire equipment. China Export & Credit Insurance Corporation provides insurance for the line of credit. The line of credit is effective for the period from first day of loan to 18 months after the first day of loan. As of December 31, 2018, this loan was fully repaid in full upon maturity.

 

71

Table of Contents

 

(3)On March 9, 2017, Fuling USA entered into a Delayed Draw Term Loan agreement with East West Bank for $1,000,000. The amount drawn will be turned into a 5-year term loan at LIBOR rate plus 3.00%. The loan is guaranteed by Fuling Global. Fuling USA is required to make a restricted deposit of $73,336 for one year with an initial interest rate of 4.19% per annum. The restricted deposit was increased to $121,639 in June 2018. The agreement requires Fuling USA to comply with certain financial covenants and ratios, including to maintain minimum debt service coverage ratio of 1.25 times and to maintain maximum total debt to equity ratio of 3.0 times etc. Fuling USA’s compliance with these covenants will be reviewed semi-annually at December 31th and December 31th. Fuling USA was in compliance as of December 31, 2018. On April 7 and December 1, 2017, Fuling USA drew down $500,000 (April 2017 Loan) and $500,000 (December 2017 Loan), respectively. April 2017 loan will expire April 7, 2023 and December 2017 loan will expire on December 1, 2023. Both April 2017 loan and December 2017 loan require interest only payment for the first year and require interest and principal payments for years from second year to sixth year. The effective rate was 4.11% per annum. As of December 31, 2018, the amount of long-term borrowing was $929,141, and it consists of $200,000 of which is due within a year and $729,141 which is due over a year.

 

Future obligations for payments of this long-term loan are as below:

 

Twelve months ended December 31,    
2019  $200,000 
2020   200,000 
2021   200,000 
2022   200,000 
2023   129,141 
Thereafter   - 
Total  $929,141 

 

Bank Notes Payable

 

The Company had the following bank notes payable as of December 31, 2018:

 

   December 31,
2018
 
ICBC, due May 5, 2019  $286,902 
ABC, due various dates from January 4, 2019 to June 27, 2019   2,601,151 
Total  $2,888,053 

 

72

Table of Contents

 

The Company had the following bank notes payable as of December 31, 2017:

 

   December 31,
2017
 
ICBC, due various dates from January 28, 2018 to May 27, 2018  $3,052,664 
ABC, due various dates from February 10, 2018 to April 30, 2018   1,384,016 
      
Total  $4,436,680 

 

The Company had the following bank notes payable as of December 31, 2016:

 

   December 31,
2016
 
ICBC, due various dates from January 12, 2017 to June 29, 2017  $1,564,479 
CMBC, due April 8, 2017 and April 24, 2017   345,584 
CITIC, due various dates from February 5, 2017 to June 27, 2017   172,792 
Total  $2,082,855 

 

As of December 31, 2018, 2017 and 2016, $1,439,063, $3,053,622 and $987,719 cash deposits were held by banks as a guaranty for the notes payable, respectively.

 

All loans and bank acceptance notes due as of the date of this filing have been repaid. From January to March 2019, the Company repaid approximately $5.2 million bank loans and $1.8 million notes payable that become due. The Company also borrowed approximately $7.4 million bank loans as well as approximately $2.0 million notes payable from various banks in China. All the loans and notes payable are short term in nature and guaranteed by its shareholders, related parties and third parties. 

 

Although we currently do not have any material unused sources of liquidity, giving effect to the foregoing bank loans and other financing activities, including the discounting of bills/notes receivable, we believe that our currently available working capital should be adequate to sustain our operations at our current levels through at least the next twelve months. We will consider additional borrowing based on our working capital needs and capital expenditure requirements. There is no seasonality of our borrowing activities.

 

Statutory Reserves

 

Under PRC regulations, all of our subsidiaries in the PRC may pay dividends only out of their accumulated profits, if any, determined in accordance with accounting principles generally of the PRC (“PRC GAAP”). In addition, these companies are required to set aside at least 10% of their after-tax net profits each year, if any, to fund the statutory reserves until th