SEC Company Response from Nisun International Enterprise Development Group Co., Ltd (NISN) (CIK 0001603993) (AIOS) — Dec 27, 2017
Nisun International Enterprise Development Group Co., Ltd (NISN) (CIK 0001603993)
Date: Dec. 27, 2017 · CIK: 0001603993 · Accession: 0001144204-17-065514
AI Filing Summary & Sentiment
File numbers found in text: 001-37829
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CORRESP
1
filename1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
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 001-37829
HEBRON
TECHNOLOGY CO., LTD.
(Exact name of Registrant as specified in
its charter)
British Virgin Islands
(Jurisdiction of incorporation or organization)
No. 936, Jinhai 2rd Road, Konggang
New Area
Longwan District
Wenzhou City, Zhejiang Province
People’s
Republic of China
(Address of principal executive offices)
Steven Fu, Chief Financial Officer
+86-577-8689-5678– telephone
diqiuren139@139.com
No. 936, Jinhai 2rd Road, Konggang New
Area
Longwan District
(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
Common 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: 14,695,347 Common
Shares
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.
¨ Yes x
No
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 x
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.
x Yes ¨
No
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, 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).
x 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 the definitions of “large accelerated
filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer x
Emerging growth company x
Indicate by check mark
which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP x
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 x
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
EXPLANATORY NOTE
This Amendment No. 1 to Form 20-F (the
“Form 20-F/A”) amends the annual report on Form 20-F of Hebron Technology Co., Ltd. (“Hebron”) for the
fiscal year ended December 31, 2016, originally filed with the U.S. Securities and Exchange Commission (“SEC”) on April
11, 2017 (the “Form 20-F”). This Form 20-F/A is being filed in response to a comment letter received from the staff
of the SEC dated November 7, 2017 (the “SEC Comment Letter”) and relates to matters discussed in the SEC Comment Letter
and Hebron’s response letter dated December [___], 2017. We expect that these letters will be released in due course on the
SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system at www.sec.gov under the Central Index Key (CIK)
0001603993 for Hebron. “Item 3. Key Information” in the Form 20-F is amended by this Form 20-F/A to reflect additional
information requested in the SEC Comment Letter, namely to provide selected financial data for fiscal years 2014, 2015 and 2016.
“Item 4. Information On The Company—B. Business Overview—Customer Concentration” in the Form 20-F is amended
by this Form 20-F/A to reflect additional information requested in the SEC Comment Letter. And the consolidated financial statements
in the Form 20-F are amended by this Form 20-F/A to include three years of consolidated financial statements for income and comprehensive
income, changes in shareholders’ equity, and cash flows in accordance with Item 17(a) of Form 20-F, and by reference to Item
8(a) of Form 10-K, and Articles 3-02(a) and 3-04 of Regulation S-X.
No other changes have been made to the Form 20-F.
The Form 20-F, as amended by this Form 20-F/A, speaks as of the original filing date of the Form 20-F, is not intended to reflect
events that may have occurred subsequent to the original filing date of the Form 20-F, and is not intended to update in any way
the disclosures made in the 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 three years ended
December 31, 2016, 2015 and 2014, and the selected consolidated balance sheets data as of December 31, 2016, 2015 and 2014 have
been derived from our audited consolidated financial statements, which are included in this annual report beginning on page F-1.
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.
(All amounts in thousands of U.S. dollars,
except Dividend per share in Renminbi and Shares outstanding)
Statement of operations data:
Year
ended December 31,
2016
2015
2014
Revenue
$ 27,097,836
$ 22,995,123
$ 16,734,593
Cost of revenue
16,636,258
14,255,811
10,642,093
Gross profit
10,461,578
8,739,312
6,092,500
General and administrative
705,038
1,129,679
177,703
Research and development expenses
33,847
121,760
40,606
Selling expenses
1,742,147
1,434,230
1,098,365
Income from operations
7,980,546
6,053,643
4,775,826
Other income, net
6,431
15,321
5,083
Interest expense
(49,625 )
(55,619 )
(70,496 )
Income before income taxes
7,937,352
6,013,345
4,710,413
Income taxes
2,002,467
1,617,751
1,299,403
Net income
5,934,885
4,395,594
3,411,010
Foreign currency translation (loss)
(1,401,124 )
(927,892 )
(56,001 )
Comprehensive income
$ 4,533,761
$ 3,467,702
$ 3,355,009
Balance sheet data:
As
December 31
2016
2015
2014
Current assets
$ 34,579,071
$ 16,835,897
$ 11,550,583
Total assets
$ 47,079,357
$ 30,133,944
$ 22,778,004
Current liabilities
$ 15,399,512
$ 13,652,325
$ 9,764,087
Total liabilities
$ 15,932,287
$ 13,652,325
$ 9,764,087
Total shareholders’ equity
$ 31,147,070
$ 16,481,619
$ 13,013,917
Shares outstanding
14,695,347
12,000,000
12,000,000
Exchange Rate Information
Our financial information is
presented in U.S. dollars. Our functional currency is Renminbi (“RMB”), the currency of the PRC. Transactions which
are 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 Statement of Financial Accounting Standard (“SFAS”) No. 52, “Foreign
Currency Translation”, which was subsequently codified within 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.
1
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
2012
6.3090
6.3115
6.3862
6.2289
2013
6.1090
6.1938
6.3087
6.1084
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
September
6.6702
6.6745
6.6878
6.6636
October
6.7740
6.7272
6.7821
6.6679
November
6.8872
6.8432
6.9243
6.7595
December
6.9448
6.9330
7.0672
6.8826
2017 (through April 7, 2017)
January
6.8817
6.8987
6.9535
6.8466
February
6.8689
6.8723
6.8842
6.8541
March
6.8912
6.8947
6.9155
6.8681
April (through April 7, 2017)
6.8985
6.8906
6.8985
6.8835
As of April 7, 2017, the exchange rate is RMB 6.8985
to $1.00.
Item
4. Information
on the Company
B. Business Overview
Customer Concentration
Because of the nature of our business which
involves relatively large value sales of installation services or products to a discrete number of customers, sales to a small
number of customers amount to a great percentage of our total revenue.
For the year ended December 31, 2016, two
major customers each accounted for approximately 10% of the Company’s total revenue. As of December 31, 2016, two customers
accounted for approximately 51% and 45% of the Company’s total contracts receivable balance, respectively.
As of December 31, 2016, the Company had
$6,813,757 and $6,043,863 contract receivable balances related to these two general contractor A and B, respectively. Until the
mid of December 2017, 2017, the Company has collected $5,607,544 and $5,652,202 from the general contractor A and B and represented
82% and 94% collection of contract receivable balance as of December 31, 2016, respectively. The remaining balance related to general
contract A and B is expected to be fully collected prior to December 31, 2017. The Contract receivables are generally due when
the Company completes the related installation project. There is no change of payment term in the formal amendments to the original
contracts during the subsequent period. However, with the increasing engagements of the installation projects, these two general
contractors slowed down the payment to the Company for their own working capital concern and promised to the Company that all the
outstanding balance shall be fully settled by the end of 2017. To maintain the long-term relationship, the Company accepted their
promises. Since the Company had no history of bad debt with these two general contractor A and B, the Company did not provide allowance
for bad debt related to these two general contractor as of December 31, 2016.
2
For the year ended December 31, 2015, two
major customers accounted for approximately 11%, and 10% of the Company’s total sales, respectively. As of December 31, 2015,
two customers accounted for approximately 63% and 14% of the Company’s total contracts receivable and accounts receivable
balance, respectively.
PART III
Item
17. Financial
Statements
See Item 18.
Item
18. Financial
Statements
Our consolidated financial statements are included
at the end of this annual report, beginning with page F-1.
SIGNATURES
The registrant hereby certifies
that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.
Hebron Technology Co., Ltd.
By:
/s/ Anyuan Sun
Name:
Anyuan Sun
Title:
Chief Executive Officer
Date: December [ ], 2017
3
HEBRON TECHNOLOGY CO., LIMITED AND SUBSIDIARIES
TABLE OF CONTENTS
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
F-2
Consolidated Balance Sheets
F-3
Consolidated Statements of Income and Comprehensive Income
F-4
Consolidated Statements of Changes in Shareholders’ Equity
F-5
Consolidated Statements of Cash Flows
F-6
Notes to Consolidated Financial Statements
F-7 – F-23
F-1
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Hebron Technology Co., Limited
We have audited the accompanying consolidated
balance sheets of Hebron Technology Co., Limited and subsidiaries (the “Company”) as of December 31, 2016 and 2015,
and the related consolidated statements of income and comprehensive income, changes in shareholders’ equity, and cash flows
for each of the years in the three-year period ended December 31, 2016. The Company’s management is responsible for these
consolidated financial statements. Our responsibility is to express an opinion on t