ORGANIZATION | Note 1 – ORGANIZATION China Customer Relations Centers, Inc. (the “Company”), was incorporated on March 6, 2014 under the laws of British Virgin Islands. China BPO Holdings Limited (“CBPO”), the Company’s 100% owned subsidiary, was established in Hong Kong on March 28, 2014 as a limited liability company. Other than the equity interest in CBPO, the Company does not own any material assets or liabilities except for cash and cash equivalents, as disclosed in the table at page F-11 or conduct any operations. CBPO holds all of the outstanding equity interest in Shandong Juncheng Information Technology Co., Ltd., a company established on August 19, 2014 in the People’s Republic of China (“PRC”) as a wholly foreign owned enterprise (“WFOE”). Other than the equity interest in WFOE, CBPO does not own any material assets or liabilities except for cash and cash equivalents and long term investment, as disclosed in the table at page F-11 or conduct any operations. Shandong Taiying Technology Co., Ltd (“Taiying”) was incorporated on December 18, 2007 as a domestic Chinese corporation. Taiying and its wholly owned or majority owned subsidiaries are engaged in business process outsourcing (“BPO”), acting as a service provider focusing on the complex voice-based and online-based segment of customer care services, including customer relationship management, sales, customer retention, marketing surveys and research for some of China’s big enterprises. The Company does not conduct any substantive operations of its own, rather, it conducts its primary business operations through WFOE, which in turn, conducts its business substantially through Taiying. Effective control over Taiying was transferred to the Company through the series of contractual arrangements without transferring legal ownership in Taiying (“reorganization”). As a result of these contractual arrangements, the Company maintained the ability to approve decisions made by Taiying and was entitled to substantially all of the economic benefits of Taiying. Under the laws and regulations of the PRC, foreign persons and foreign companies are restricted from investing directly in certain businesses within the PRC. Call center businesses are subject to these restrictions on foreign investment. In order to comply with these laws and regulations, on September 3, 2014, Taiying and its sole shareholder, Beijing Taiying Anrui Holding Co., Ltd. (“Beijing Taiying”), entered into an entrusted management agreement with WFOE, which provides that WFOE will be entitled to the full guarantee for the performance of such contracts, agreements or transactions entered into by Taiying. WFOE is also entitled to receive the residual return of Taiying. As a result of the agreement, WFOE will absorb 100% of the expected losses and gains of Taiying. WFOE also entered into a pledge of equity agreement with Taiying’s sole shareholder, Beijing Taiying, who pledged all its equity interest in these entities to WFOE. The pledge of equity agreement, which was entered into by Beijing Taiying, pledged its equity interest in WFOE as a guarantee for the entrustment payment under the Entrusted Management Agreement. The provincial Administration for Industry and Commerce approved and registered such pledge of equity by which WFOE owns the right of pledge legally. In addition, WFOE entered into an option agreement to acquire its sole shareholder’s equity interest in these entities at such times as it may wish to do so. The followings are brief descriptions of contracts entered between WFOE, Taiying and its sole shareholder, Beijing Taiying: (1) Entrusted Management Agreement. (2) Exclusive Option Agreement. (3) Shareholder’s Voting Proxy Agreement. (4) Pledge of Equity Agreement Upon executing the above agreements, Taiying is considered a Variable Interest Entity (“VIE”) and WFOE is the primary beneficiary. Accordingly, Taiying is consolidated into WFOE under the guidance of FASB Accounting Standards Codification (“ASC”) 810, Consolidation. Except for the disclosed above, there are no arrangements that could require the Company to provide financial support to Taiying, including events or circumstances that could expose the Company to a loss. As stated in the disclosure of various agreements between the Company and Taiying, the Company has rights to acquire any portion of the equity interests of Taiying. Also, the Company may allocate its available funds to Taiying for business purposes. There are no fixed terms of such arrangements. Although the structure the Company has adopted is consistent with longstanding industry practice, and is commonly adopted by comparable companies in China, the PRC government may not agree that these arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. There are uncertainties regarding the interpretation and application of PRC laws and regulations including those that govern the Company’s contractual arrangements, which could limit the Company’s ability to enforce these contractual arrangements. If the Company or any of its variable interest entities are found to be in violation of any existing or future PRC laws, rules or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including levying fines, revoking business and other licenses of the Company’s variable interest entities, requiring the Company to discontinue or restrict its operations, restricting its right to collect revenue, requiring the Company to restructure its operations or taking other regulatory or enforcement actions against the Company. In addition, it is unclear what impact the PRC government actions would have on the Company and on its ability to consolidate the financial results of its variable interest entities in the consolidated financial statements, if the PRC government authorities were to find the Company’s legal structure and contractual arrangements to be in violation of PRC laws, rules and regulations. If the imposition of any of these government actions causes the Company to lose its right to direct the activities of Taiying and through Taiying’s equity interest in its subsidiaries or the right to receive their economic benefits, the Company would no longer be able to consolidate the Taiying and its subsidiaries. Immediately before and after the reorganization, the shareholder of Taiying controlled Taiying and the Company; therefore, for accounting purposes, the reorganization is accounted for as a transaction of entities under common control. Accordingly, the accompanying consolidated financial statements have been prepared as if the current corporate structure had been in existence throughout the periods presented. As of the filing date, the Company’s subsidiaries and variable interest entities are as follows: Name Date of Incorporation Place of incorporation Percentage of effective ownership Principal Activities China BPO Holdings Limited, (“CBPO”) March 28, 2014 Hong Kong 100% Holding company of WFOE Shandong Juncheng Information Technology Co., Ltd. (“WFOE”) August 19, 2014 PRC 100% Holding company Shandong Taiying Technology Co., Ltd. (“Taiying”) December 18, 2007 PRC Contractual arrangements (1) BPO service provider principally serves North China Chongqing Central BPO Industry Co., Ltd. (“Central BPO”) January 28, 2010 PRC 100% (2) BPO service provider principally serves South China Jiangsu Taiying Technology Co., Ltd. (“JTTC”) February 25, 2010 PRC 100% (2) BPO service provider which principally serves East China Hebei Taiying Communication BPO Co., Ltd. (“HTCC”) April 20, 2010 PRC 51% (4) BPO service provider which principally serves North China Shandong Central BPO Industry Co., Ltd. (“SCBI”) August 9, 2012 PRC 100% (5) BPO service provider which principally serves North China Shandong Taiying Technology Chongqing Branch Company (“STTCB”) February 22, 2013 PRC 100% (2) BPO service provider principally serves South China Jiangsu Central Information Service Co., Ltd. (“JCBI”) December 12, 2013 PRC 100% (2) BPO service provider principally serves East China Anhui Taiying Information Technology Co., Ltd. (“ATIT”) December 26, 2013 PRC 100% (2) BPO service provider principally serves East China Jiangsu Taiying Information Service Co., Ltd. (“JTIS”) July 1, 2014 PRC 100% (2) BPO service provider principally serves East China Nanjing Taiying E-Commercial Business Co., Ltd. (“NTEB”) December 25, 2014 PRC 100% (2) BPO service provider principally serves East China Name Date of Incorporation Place of incorporation Percentage of effective ownership Principal Activities Jiangxi Taiying Technology Co., Ltd. (“JXTT”) January 8, 2015 PRC 100% (2) BPO service provider principally serves Southeast China Xinjiang Taiying Technology Co., Ltd (“XTTC”) March 20, 2015 PRC 100% (2) BPO service provider principally serves Northwest, China Beijing Taiying Technology Co., Ltd. (“BTTC”) June 30, 2015 PRC 100% (2) BPO service provider principally serves North China Zaozhuang Shenggu E-commerce Co., Ltd. (“ZSEC”) June 16, 2016 PRC 100% (3) E-commerce service provider for the Company Baoding Taiying Information Technology Service Co., Ltd. (“BTIT”) June 16, 2017 PRC 100% (2) BPO service provider principally serves Hebei Province, China Sichuan Taiying Technology Co., Ltd. (“STTC”) November 8, 2017 PRC 100% (2) BPO service provider principally serves Sichuan Province, China Global Telecare Services Limited (“GTSL”) February 17, 2017 Hong Kong 100% (2) Holding company for future acquisition of foreign businesses Guangxi Taiying Information Technology Co., Ltd. (“GTTC”) March 28, 2018 PRC 100% (2) BPO service provider principally serves Guangxi Zhuang Autonomous Region, China Guangdong Taiying Technology Co., Ltd. (“GDTT”) September 6, 2018 PRC 100% (2) BPO service provider principally serves Guangdong Province Shandong Taiying Technology Wuhan Branch Company (“STTWB”) November 8, 2018 PRC 100% (2) BPO service provider principally serves Hubei Province Shandong Taiying Technology Chuzhou Branch Company (“STTCZB”) January 28, 2019 PRC 100% (2) BPO service provider principally serves Anhui Province (1) VIE effectively controlled by WFOE through a series of contractual agreements (2) Wholly-owned subsidiaries of Taiying (3) Wholly-owned subsidiary of BTTC (4) 49% owned by Beijing Jiate Information Technology Co., Ltd. (5) Wholly-owned subsidiary of Central BPO As of December 31, 2018 and 2017, the assets and liabilities in the Company’s balance sheets relate to CCRC, CBPO, and WOFE are as follows: December 31, 2018 December 31, 2017 Held by CCRC Held by CBPO Held by WFOE Held by CCRC Held by CBPO Held by WFOE Assets Cash and cash equivalents $ 579,490 $ 17,219 $ 4,729,713 $ 1,209,530 $ 12,219 $ 5,021,541 Other receivables 2,035 - 73 2,035 - 544 Prepayments 109,583 - 9,730 - - - Income taxes recoverable - - 11,942 - - - Long term investment - 5,000,000 - - 5,000,000 - Property and equipment, net - - 15,084 - - - Liabilities Other payables $ 34,797 $ 57,000 $ 34,809 $ 15,295 $ 52,000 $ - Wages payable 100,000 - 130,882 - - - As of December 31, 2018 and 2017, the carrying amount and classification of the assets and liabilities in the Company’s balance sheets that relate to the Company’s VIE and VIE’s subsidiaries is as follows: December 31, December 31, ASSETS Cash and cash equivalents $ 19,093,490 $ 12,385,075 Accounts receivable, net 30,050,506 23,689,583 Notes receivable – related party - 968,277 Prepayments 1,570,522 1,217,149 Prepayment, related party 91,618 - Due from related parties, net 199,994 219,051 Income taxes recoverable 516,053 - Other current assets 1,957,815 1,082,350 Total current assets of VIE and its subsidiaries 53,479,998 39,561,485 Equity investments 3,491,653 3,688,676 Property and equipment, net 8,275,376 6,067,338 Deferred tax assets 486,009 313,463 Total non-current assets of VIE and its subsidiaries 12,253,038 10,069,477 Total assets of VIE and its subsidiaries $ 65,733,036 $ 49,630,962 LIABILITIES Accounts payable $ 610,724 $ 495,177 Accounts payable - related parties 162,112 46,661 Accrued liabilities and other payables 5,546,553 4,657,528 Deferred revenue 361,636 607,660 Wages payable 6,851,256 5,565,078 Income taxes payable 364,157 541,321 Short term loans 3,635,623 3,842,371 Total current liabilities of VIE and its subsidiaries 17,532,061 15,755,796 Total liabilities of VIE and its subsidiaries $ 17,532,061 $ 15,755,796 |