DISCONTINUED OPERATIONS | 5. The disposal described in Note 1 represents a strategic shift and has a major effect on the Group’s results of operations. The Food Supply Chain Entities were accounted as discontinued operations in the consolidated financial statements for the year ended December 31, 2017 and 2018. A loss of $4,521,053 was recognized on the Disposal in capital reserves. The financial results of the Food Supply Chain Entities are set out below. The assets, liabilities, revenue and expenses have been reclassified as discontinued operations to retrospectively reflect the changes for the year ended December 31, 2017 and 2018. For the year ended December 31, 2017 2018 US$ US$ Carrying amounts of assets disposed Cash and cash equivalents 4,892,430 355,482 Accounts receivable, net of allowance of $nil and $295,472 as of December 31, 2017 and 2018 1,327,137 176,120 Inventories 538,660 585,760 Prepaid expenses and other current assets, net 2,081,333 1,121,495 Amounts due from related parties 3,062,797 2,378,709 Current assets of discontinued operations 11,902,357 4,617,566 Property and equipment, net 1,795,233 406,021 Acquired intangible assets, net 10,263,941 — Investment 768,486 — Goodwill 108,940,433 — Deferred tax assets 156,782 — Other non-current assets 161,723 — Non-current assets of discontinued operations 122,086,598 406,021 Total assets of discontinued operations 133,988,955 5,023,587 Carrying amounts of liabilities disposed Short-term bank borrowings 7,684,859 7,272,198 Accounts and notes payable 2,012,145 542,732 Accrued expenses and other current liabilities 8,965,725 6,019,646 Advance from customers 1,243,739 422,816 Amounts due to related parties 603,883 5,134,709 Current liabilities of discontinued operations 20,510,351 19,392,101 Other non-current liabilities 1,386,749 — Deferred tax liabilities 2,565,985 — Amount due to related parties 5,685,971 6,892,316 Non-current liabilities of discontinued operations 9,638,705 6,892,316 Total liabilities of discontinued operations 30,149,056 26,284,417 For the year ended December 31, 2017 2018 2019 US$ US$ US$ Net revenues 84,181,695 36,455,296 732,551 Cost of revenues (83,632,927) (35,579,218) (685,858) Gross profit 548,768 876,078 46,693 Operating expenses (167,481,208) (123,465,792) (1,268,897) Loss from operations (166,932,440) (122,589,714) (1,222,204) Interest expense, net (411,164) (906,539) (413,199) Other income/(expenses), net 27,921 (33,191) 108,556 Loss before income tax (167,315,683) (123,529,444) (1,526,847) Provision for income tax 6,857,180 2,098,406 (181,423) Loss from discontinuing operations attributable to owners of the Company (160,458,503) (121,431,038) (1,708,270) Nature of the relationships with related parties: Name Relationship with the Company Ms.Zhu Shareholder Ms. Wang Shareholder Chung So Si Fong Dessert Limited Controlled by Ms. Zhu and Ms. Wang Cong Shao (Macao) Star Dessert Co., Ltd. Controlled by Ms. Zhu and Ms. Wang Hong Kong Sunward Fishery Restaurant Management Co., Ltd. Controlled by Ms. Zhu Nanjing Jiangdong Sunward Fishery Restaurant Co., Ltd. Controlled by Ms. Zhu Nanjing Xinzijin Sunward Fishery Restaurant Co., Ltd. Controlled by Ms. Zhu Nanjing Yongji Sunward Fishery Restaurant Co., Ltd. Controlled by Ms. Zhu Ningbo dongqian lake tourist resort Xiyue leisure tourism Co., Ltd. Controlled by Ms. Zhu Ningbo Jiangbei Sunward Fishery Restaurant Co., Ltd. Controlled by Ms. Zhu Ningbo Tianyi Sunward Fishery Restaurant Co., Ltd. Controlled by Ms. Zhu Ningbo Yinzhou Sunward Logistics Co., Ltd. Controlled by Ms. Zhu Shanghai Congshao Dessert Co., Ltd. Controlled by Ms. Zhu and Ms. Wang Shanghai Congshao Restaurant Management Co., Ltd. Controlled by Ms. Zhu and Ms. Wang Shanghai Putuo Sunward Fishery Restaurant Co., Ltd. Controlled by Ms. Zhu Shanghai Zhonghengkuaijian Brand Management Co., Ltd. Controlled by Ms. Zhu Shanghai Zhongmin Investment Development Group Co., Ltd. Controlled by Ms. Zhu Shanghai Zhongmin Investment Management Co., Ltd Controlled by Ms. Zhu Shanghai Nuopin Company Management Co., Ltd. Controlled by Ms. Zhu Shanghai Shipin Company Management Co., Ltd. Controlled by Ms. Zhu Shanghai Zhongxiao Brand Management Co., Ltd. Controlled by Ms. Zhu Shanghai Zhongyou Information Technology Co., Ltd. Controlled by Ms. Zhu Shenzhen Bangrun Commercial factoring Co., Ltd Controlled by Ms. Zhu Shenzhen Congshao Restaurant Management Co., Ltd. Controlled by Ms. Zhu and Ms. Wang Tianjin Congshao Restaurant Management Co., Ltd. Controlled by Ms. Zhu and Ms. Wang Wuhan Congshao Restaurant Management Co., Ltd. Controlled by Ms. Zhu and Ms. Wang Zhejiang Sunward Fishery Restaurant Co., Ltd. Controlled by Ms. Zhu Zhejiang Zhonggangjumei Supply Chain Management Co., Ltd. Controlled by Ms. Zhu Shanghai Jiangbo Business Consulting Co., Ltd. Controlled by Ms. Zhu Shanghai MIN Hongshi Trading Co., Ltd. Controlled by Ms. Wang Shanghai MIN Zunshi Trading Co., Ltd. Controlled by Ms. Wang Shanghai Xiao Nan Guo Hai Zhi Yuan Restaurant Management Co., Ltd. Controlled by Ms. Wang Shanghai Xiao Nan Guo Restaurant Co., Ltd. Controlled by Ms. Wang Shenzhen Xiao Nan Guo Restaurant Management Co., Ltd. Controlled by Ms. Wang WM Ming Hotel Co., Ltd. Controlled by Ms. Wang Xiao Nan Guo (Group) Co., Ltd. Controlled by Ms. Wang Xiao Nan Guo Holdings Limited Controlled by Ms. Wang Cold Chain Link Global (Shanghai) Logistic Co., Ltd. ("CCLG") A company under the significant influence of the Company As of December 31, 2017 and 2018, the following balances were due from/ to the related parties: Current assets As of December 31, Amount due from related parties 2017 2018 US$ US$ Zhejiang Sunward Fishery Restaurant Co., Ltd. 1,589,780 — (i) Shanghai Congshao Dessert Co., Ltd. 373,704 812,352 (i) Shanghai Xiao Nan Guo Hai Zhi Yuan Restaurant Management Co., Ltd., net of allowance for doubtful account of $nil and $676,476 at December 31, 2017 and December 31, 2018, respectively 261,399 — (i) Shanghai Congshao Restaurant Management Co., Ltd. 154,276 85,235 (i) Shanghai Zhonghengkuaijian Brand Management Co., Ltd. 136,392 195,739 (i) Shenzhen Bangrun Commercial factoring Co., Ltd. 117,615 — (i) Shanghai Zhongxiao Brand Management Co., Ltd. 113,018 162,356 (i) Nanjing Xinzijin Sunward Fishery Restaurant Co., Ltd. 110,753 — (i) Zhejiang Zhonggangjumei Supply Chain Management Co., Ltd. 59,610 — (i) Nanjing Jiangdong Sunward Fishery Restaurant Co., Ltd. 32,823 6,331 (i) Shanghai Zhongyou Information Technology Co., Ltd. 32,309 48,244 (i) Nanjing Yongji Sunward Fishery Restaurant Co., Ltd. 32,266 35,410 (i) Shanghai Putuo Sunward Fishery Restaurant Co., Ltd. 24,974 9,722 (i) CCLG 17,467 30,573 (i) Tianjin Congshao Restaurant Management Co., Ltd. 3,036 — (i) Ningbo Tianyi Sunward Fishery Restaurant Co., Ltd. 1,648 — (i) Shenzhen Congshao Restaurant Management Co., Ltd. 1,517 1,636 (i) Wuhan Congshao Restaurant Management Co., Ltd. 210 1,658 (i) Shanghai Zhongmin Investment Development Group Co., Ltd. — 909,025 (ii) Ningbo Yinzhou Sunward Logistics Co., Ltd. — 80,213 (i) Shanghai Nuopin Company Management Co., Ltd. — 123 Shanghai Shipin Company Management Co., Ltd. — 92 Total 3,062,797 2,378,709 (i) The amounts represent the receivables due from related parties relating to the online direct sales and online platform services. (ii) The amount represents the payable due from related parties relating to the daily operations. Current liabilities As of December 31, Amount due to related parties 2017 2018 US$ US$ Ms. Zhu 385,123 844,384 (iv) Ms. Wang — 395,832 (iv) WM Ming Hotel Co., Ltd. 89,938 945,082 (iii) Chung So Si Fong Dessert Limited 84,054 493,973 (iii) Ningbo dongqian lake tourist resort Xiyue leisure tourism Co., Ltd. 38,424 — (iii) Shanghai MIN Zunshi Trading Co., Ltd. 3,483 3,647 (iii) Ningbo Yinzhou Sunward Logistics Co., Ltd. 1,649 — (iii) Cong Shao (Macao) Star Dessert Co., Ltd 1,212 — (iii) Shanghai MIN Hongshi Trading Co., Ltd. — 1,514,246 (iv) Xiao Nan Guo (Group) Co., Ltd. — — (iv) Shanghai Xiao Nan Guo Restaurant Co., Ltd. — 436,332 (iv) Shanghai Zhongmin Investment Management Co., Ltd — 407,243 (iv) Hong Kong Sunward Fishery Restaurant Management Co., Ltd. — 88,768 (iii) Zhejiang Sunward Fishery Restaurant Co., Ltd. — 5,084 (iii) Tianjin Congshao Restaurant Management Co., Ltd. — 118 (iii) Total 603,883 5,134,709 (iii) The amounts represent the payables due to related parties relating to online direct sales and online platform services. (iv) The amount represents the payable due to related parties relating to the daily operations. Non-current liabilities As of December 31, Amount due to related parties 2017 2018 US$ US$ Ms. Zhu 5,685,971 5,704,257 (v) Shanghai Jiangbo Business Consulting Co., Ltd. — 1,188,059 (vi) Total 5,685,971 6,892,316 (v) The amount represents the balance due to related parties relating to the loan borrowed from Ms. Zhu and maturity date on December 31, 2020. For the year ended December 31, 2018, interest expense incurred on loan from Ms. Zhu was $374,273. (vi) The amount represents the balance due to related parties relating to the loan borrowed from Shanghai Jiangbo Business Consulting Co., Ltd. and maturity date on December 31, 2020. |