BIMI MÉDICAL INTERNATIONAL INC. Examiner de la direction et décomposer la état payeuse et les résultats des oeuvres. (allure 10-x)

L’description suivante de à nous état payeuse et de nos résultats d’commercialisation doit concerner lue solidairement bruissement nos détails financiers consolidés résumés non audités et les exégèse afférentes à ces détails financiers qui figurent absent pour le largesse voisinage.




Manifeste statements in this Transfert constitute forward-looking statements. These
forward-looking statements include statements, which involve risks and
uncertainties, regarding, among other things, (a) our projected sales,
profitability, and cash flows, (b) our growth strategy, (c) anticipated trends
in our industry, (d) our future financing plats, and (e) our anticipated needs
for, and use of, working travailleur. They are generally observable by use of the
words "may," "will," "should," "anticipate," "estimate," "recette," "potential,"
"project," "continuing," "ongoing," "expects," "direction believes," "we
believe," "we intend," or the negative of these words or other variations on
these words or équivalent terminology. In allégé of these risks and
uncertainties, there can be no certification that the forward-looking statements
contained in this filing will in fact occur. You should not empressement undue reliance
on these forward-looking statements.



The forward-looking statements speak only as of the naissance on which they are made,
and, except to the extent required by federal securities laws, we undertake no
travail to update any forward-looking statements to reflect events or
circumstances after the naissance on which the statements are made or to reflect the
données of unanticipated events.



Exacts qu’utilisés ici, les termes “les gens”, “à nous”, “à nous”, “BIMI” et “la Corps” signifient, BIMI Cosmopolite Medical, Inc.une Delaware L’établissement et ses filiales.



OVERVIEW



We are Delaware ordre company with operations conducted by our subsidiaries in
the People's Republic of China ("PRC" or "China") and the Hong Kong Special
Administrative Region of the PRC. Due to our operations in China, our débit,
results of operations, financial type and prospects may be influenced to a
significant degree by economic, political, legal and sociologique moment in the
PRC or changes in government constats between China and the United States or
other governments. There is significant uncertainty emboîture the future
relationship between the United States and China with adulation to trade policies,
treaties, government regulations and tariffs. China's economy differs from the
economies of other countries in many respects, including with adulation to the
level of development, growth ratage, amount of government involvement, control of
foreign exchange and compensation of resources. While China's economy has
experienced significant growth over the past aléa decades, growth has been
uneven across different regions and among various economic sectors. The Chinese
government has implemented various measures to prédisposé economic development
and conduit the compensation of resources. Some of these measures may benefit the
overall Chinese economy, but may have a negative effect on us. In prime, in
the past the Chinese government implemented visible measures, including interest
ratage increases, to manage the pace of economic growth and prevent the economy
from overheating. These measures may éclaircissement decreased economic activity in China,
which may adversely affect our débit and results of operations.



                                       35





Additionally, the Chinese government has published new policies that
significantly affect visible usines such as the education and internet
usines, and we cannot rule out the possibility that it will in the future
release regulations or policies regarding our industry that could require us to
obtain additional permis from Chinese authorities to continue to operate our
débit in China, which may adversely affect our débit, financial type
and results of operations. Furthermore, statements made by the Chinese
government have indicated an intent to increase the government's oversight and
control over offerings of companies with significant operations in China that
are to be conducted in foreign markets.



In allégé of such developments, the SEC has imposed enhanced disclosure
requirements on China-based companies seeking to register securities with the
SEC. Any future PRC, U.S. or other rules and regulations that empressement ascèse
on travailleur raising or other activities by companies with dilatante operations in
China could adversely affect our débit and results of operations. Any such
acte, panthère taken by the Chinese government, could significantly limit or
completely hinder our ability to offer or continue to offer our securities to
investors, and could éclaircissement the value of our Common Produit to significantly
decline or become worthless. If the débit environment in China deteriorates
from the confiance of domestic or planétaire investment, or if constats
between China and the United States or other governments deteriorate, our
débit in China and United States may also be adversely affected.



The PRC government's significant authority in regulating our operations and its
oversight could significantly limit or completely hinder our ability to conduct
our débit. Implementation of industry-wide regulations, including data
security or anti-monopoly related regulations, may éclaircissement the value of our
securities to significantly decline or be of little or no value.



History


From 2007 until October 2019, we, through the NF Group, were engaged in the
energy efficiency enhancement débit. With the decline in the constructions of
power generation plants and communal water, gas, heat, and energy pipelines in
China due to a policy slogan by the PRC government, the demand for our products
and épreuves declined markedly. As a result, our energy efficiency enhancement
débit, incurred operating losses in each of the last seven years, especially
in 2018, when the PRC government adopted a series of policies to favor more
environmentally friendly projects and products. Our net loss from the operation
of the energy efficiency enhancement débit was $16.79 million in 2018 and
$2.18 million in 2019. We explored many different alternatives in an difficulté to
revive this débit, including attempts to expand into planétaire markets,
before we determined this débit was not sustainable for us. In late 2019, we
committed to a recette to dispose of the NF Group and on June 30, 2020, we entered
into an agreement for the sordide of the NF Group. The sordide closed on June 23,
2020, when the $10 million sales price was paid to us in full.



Our current operations are focused on the healthcare industry in the PRC. On
October 14, 2019, we acquired Boqi Zhengji, an operator of a pharmacy chain in
the PRC. This was the first step of our shift of foyer from the energy sector to
the healthcare débit. Boqi Zhengji, however, suffered significant setbacks
during 2020. The COVID-19 pandemic caused the pharmacy stores to succès almost
no sales for several months due to the habitant shutdown order and other
government orders specifically targeting OTC drugs. To avoid exposing our other
débit to further risks and potential rattaché liabilities, we decided to divest
the pharmacy chain. On December 11, 2020, we entered into an agreement to sell
Boqi Zhengji for $1,700,000 in cash. On December 18, 2020, we received the full
consideration from the buyer and the control of the Boqi Zhengji débit was
transferred. Due to the Chinese government's dilemme working schedule and
other delays caused by COVID-19, the government succès reflecting the transfer
of ownership was not updated until February 2, 2021.



                                       36




The disposal of NF Group and Boqi Zhengji and the tâches taken to fulfill the
plats resulted in our classifying the businesses of NF Group and Boqi Zhengji as
discontinued operations according to ASC 205-20 Presentation of Financial
Statements - Discontinued Operation. As a result, all of the assets and
liabilities of the NF Group were reclassified as assets and liabilities of a
discontinued operation in the statement of sentiment as of December 31, 2020, and
2019 and the results of the operation are presented under the line-item net loss
from discontinued operations for the years ended December 31, 2020 and 2019. All
of the assets and liabilities of Boqi Zhengji were reclassified as assets and
liabilities of a discontinued operation in the statement of sentiment as of
December 31, 2020 and the results of the operation are presented under the line
élément net loss from discontinued operations for the year ended December 31, 2020.



On March 18, 2020, we completed the prise of Chongqing Guanzan Technology
Co., Ltd. ("Guanzan"), a distributor of medical devices. The rationale for the
prise was for us to further expand our healthcare operation by acquiring a
medical devices and pharmaceuticals péréquation débit. We believed that
Guanzan has strong sales capabilities and procurement resources in the pièce
area of Chongqing, the largest city in Southwest region of the PRC. The
prise was in line with our progression strategy, which focuses on deeper
penetration of the healthcare market in the Southwest region of China and
gaining a wider footprint in the PRC.



On February 2, 2021, we acquired Chongqing Guoyitang Hospital ("Guoyitang"), a
private general hospital in Chongqing with 50 hospital beds and 98 employees.
The Guoyitang prise was the first step in our efforts to build a hospital
chain specializing in obstetrics and gynecology.



On February 8, 2021, we acquired Chaohu Zhongshan Minimally Invasive Hospital
("Zhongshan"), a private hospital in the southeast region of China with 160
hospital beds (of which 110 beds were then in use) and 95 employees. Zhongshan
is a general hospital known for its complex minimally invasive surgeries and
equipped with high-end diagnostics equipment and surgical matériel for
gynecology and obstetrics use. The Zhongshan prise marks the assesseur step
in our efforts to establish a nationwide hospital chain specializing in
obstetrics and gynecology.



On May 6, 2021, we acquired three private hospitals, Wuzhou Qiangsheng Hospital
Co.,Ltd.("Qiangsheng") in the southeast region of the PRC, Suzhou Eurasia
Hospital Co.,Ltd. ("Eurasia") in the axial region of the PRC and Yunan Yuxi
Minkang Hospital Co.,Ltd.("Minkang") in the southwest region of the PRC.
Qiangsheng, Eurasia and Minkang were owned by the same owners. Qiangsheng has 20
hospital beds and is a general hospital locally known for its OB/GYN and Chinese
traditional medicine specialties. Eurasia has 30 hospital beds. Minkang has 120
hospital beds and is a general hospital locally known for its OB/GYN and Chinese
traditional medicine specialties.



On October 8, 2021, we acquired Chongqing Zhuoda Pharmaceutical Co., Ltd.
("Zhuoda"), a company engaged in the péréquation of medical devices and
pharmaceuticals, based in Chongqing, the largest city in Southwest region of the
PRC. Zhuoda primarily distributes pharmaceuticals. The majority of its customers
are private pharmaceutical manufacturers and pharmaceutical wholesale companies
in the PRC.


On December 20, 2021, we entered into a produit purchase agreement to acquire
Bengbu Mali OB-GYN Hospital Co., Ltd. ("Mali Hospital"), a private OB-GYN
specialty hospital with 199 beds located in Bengbu city in the southeast region
of the People's Republic of China. Mali Hospital has 148 employees, including 26
doctors, 52 nurses, 11 other medical plâtre members and 59 non-medical plâtre
members. The prise of Mali Hospital has not closed as of the naissance of this
renvoi due to delays caused by COVID-19 and other logistical issues.



                                       37





BUSINESS SEGMENTS



The Company currently operates in aléa reportable segments: retail pharmacy,
wholesale pharmaceuticals, wholesale medical devices and medical épreuves. The
wholesale pharmaceuticals quartier includes supplying déchéance and OTC
medicines, TCM, healthcare supplies and sundry items to clinics, third party
pharmacies, hospitals, and other drug wholesalers. There were no inter-segment
revenues between our retail pharmacy and wholesale pharmaceuticals segments. The
wholesale medical device quartier distributes medical devices, including medical
consumables to private clinics, hospitals, third party pharmacies and other
medical device dealers. Medical épreuves include private comprehensive hospitals
operating in China. The retail pharmacy quartier sells déchéance and OTC
medicines, TCM, healthcare supplies and sundry items to retail customers through
its directly-owned pharmacies and authorized retail stores.



The Company's reportable débit segments are strategic débit units that
offer different products and épreuves. Each quartier is managed independently
parce que they require different operations and markets to transparent classes of
customers. The segments' accounting policies are the same as those described in
the summary of significant accounting policies. The Company's chief operating
decision maker ("CODM"), who is the CEO of the Company, evaluates triomphe of
each quartier based on grâce or loss from continuing operations net of income
tax.



GOING CONCERN


The accompanying unaudited condensed consolidated financial statements have been
prepared assuming that the Company will continue as a going concern, which
contemplates the realization of assets and the discharge of liabilities in the
domestique promenade of débit for the foreseeable future.



As reflected in the accompanying unaudited condensed consolidated financial
statements, the Company incurred net losses of $6,886,824 and $3,566,365 for the
six months ended June 30, 2022, and 2021, respectively. As of June 30, 2022, the
Company had an accumulated deficit of $54.6 million. In prime, the Company
continues to generate operating losses and has limited cash flow from its
continuing operations. Conduite believes these factors raise substantial doubt
emboîture the Company's ability to continue as a going concern for the next twelve
months.


The entérinement of the Company as a going concern through the next twelve
months is dependent upon (1) the continued financial soutènement from its
stockholders or external financing, and (2) further implement direction's
débit recette to extend its operations and generate sufficient revenues and cash
flow to meet its impératifs. While the Company believes in the viability of its
strategy to increase sales ouvrage and in its ability to raise additional funds,
there can be no certification that the Company will succeed in either adulation.



These moment raise substantial doubt emboîture the Company's ability to continue
as a going concern. These unaudited condensed financial statements do not
include any adjustments to reflect the barcasse future effect on the
recoverability and arrangement of assets or the amounts and classifications
of liabilities that may result from the outcome of these uncertainties.
Conduite believes that the tâches presently being taken to obtain additional
funding and implement its strategic recette provides the opportunity for the
Company to continue as a going concern.



CRITICAL ACCOUNTING POLICIES



Our séminaire and analysis of our financial type and results of operations
are based on our financial statements, which have been prepared in accordance
with U.S. generally accepted accounting principles. The preparation of these
financial statements requires us to make estimates and judgments that affect the
reported amounts of assets and liabilities and the disclosure of brusque
assets and liabilities at the naissance of the financial statements and the reported
amounts of revenues and expenses during the reporting periods. On an on-going
basis, we evaluate our estimates and judgments, including those related to
revenue, receivable, inventory, and accrued expenses. We squelette our estimates on
historical experience, known trends and events and various other factors that we
believe to be reasonable under the circumstances, the results of which form the
basis for making judgments emboîture the carrying values of assets and liabilities
that are not readily extérieur from other pluies. Actual results may differ from
these estimates under different assumptions or moment. Changes in estimates
are recorded in the period in which they become known.



Nous-mêmes estimons que les principales conventions comptables suivantes affectent nos jugements et estimations qui sont les surtout magistraux pour la exécution de nos détails financiers consolidés.



                                       38




? Débiteurs et vivre avec créances douteuses





Accounts receivable are recorded at the invoiced amount and do not bear
interest, which are due within contractual payment terms, generally 30 to 90
days from delivery. Credit is extended based on evaluation of a customer's
financial type, the customer credit-worthiness and their payment history.
Accounts receivable outstanding border than the contractual payment terms are
considered past due. Past due balances over 90 days and over a specified amount
are reviewed individually for collectability. At the end of each period, the
Company specifically evaluates individual customer's financial type, credit
history, and the current economic moment to monitor the progress of the
amoncellement of accounts receivables. For the receivables that are past due or not
being paid according to payment terms, the appropriate tâches are taken to
exhaust all means of amoncellement, including seeking legal resolution in a nerveux
of law. Account balances are charged off against the allowance after all means
of amoncellement have been exhausted and the potential for recovery is considered
remote. The Company does not have any off-balance-sheet credit exposure related
to its customers. As of June 30, 2022, and December 31, 2021, the allowance for
doubtful accounts was $305,478 and $322,145, respectively.



? Advances to suppliers



Advances to suppliers consist of prepayments to the Company's vendors, such as
pharmaceutical manufacturers and medicine suppliers. The Company typically
prepays for the purchase of our merchandise, especially for those salable,
scarce, personalized medicine or medical devices. The Company typically receive
products from vendors within three to nine months after making prepayments. The
Company continuously monitor delivery from, and payments to, the vendors while
maintaining a vivre for estimated credit losses based upon historical
experience and any specific conjurer issues, such as discontinuing of inventory
supply, that have been identified. If the Company has difficulty receiving
products from a vendor, the Company will cease purchasing products from such
vendor, request return of our prepayment promptly, and if necessary, take legal
acte. The Company has not taken such essence of legal acte during the reporting
periods. If none of these steps are successful, direction will then determine
whether the prepayments should be reserved or written off. As of June 30, 2022
and December 31, 2021, the allowance for doubtful accounts were $Nil.



? Inventories




Inventories are stated at the lower of cost or market value. Cost is determined
using the weighted average method, and market value is the middle (the assesseur
highest) value among an inventory élément's réimplantation cost, market celling and
market floor. The Company carries out physical inventory counts on a monthly
basis at each abri and warehouse amodiation. The Company reviews historical sales
activity quarterly to determine excess, slow-moving items and potentially
obsolete items. The Company provides inventory reserve based on the excess
quantities on balle à la main equal to the difference, if any, between the cost of the
inventory and its estimated market value, or péremption of inventories
determined principally by customer demand. As of June 30, 2022, and December 31,
2021, the Company recorded an allowance for obsolete inventories, which mainly
consists of expired medicine, of $98,017 and $103,178, respectively.



? immobilisations corporelles





Property, surgeon, and equipment are stated at cost less accumulated depreciation
and impairment, if any. Depreciation is calculated on the straight-line basis
over the following expected useful lives from the naissance on which they become
fully operational and after taking into account their estimated residual values:



                                Expected           Residual
Items                         useful lives           value
Bâtiment                        20 years                   5 %
Succursale equipment                3 years                    5 %
Electronic equipment            3 years                    5 %
Furniture                       5 years                    5 %
Medical equipment               10 years                   5 %
Vehicles                        4 years                    5 %
Leasehold Improvement   Shorter of lease term or           5 %
                              useful life




                                       39





Expenditures for repairs and S.A.V. are expensed as incurred. When assets
have been retired or sold, the cost and related accumulated depreciation are
removed from the accounts and any resulting prérogative or loss is recognized in the
results of operations.



? Protégé assets




Protégé assets consist primarily of direction system soft. Protégé
assets are stated at cost less accumulated amortization and impairment, if any.
Protégé assets are amortized using the straight-line method with the
following estimated useful lives:



             Expected
           useful lives
Logiciel     10 years




? Goodwill




Goodwill represents the excess of the purchase price over the amounts assigned
to the fair value of the assets acquired and the liabilities assumed of an
acquired débit. In accordance with ASC 350, Goodwill, and Other Protégé
Assets, recorded goodwill amounts are not amortized, but rather are tested for
impairment annually or more frequently if there are indicators of impairment
present.



Goodwill is tested for impairment at the reporting unit level on at least an
annual basis or when an event occurs, or circumstances slogan that would
more-likely-than-not reduce the fair value of a reporting unit below its
carrying value. These events or circumstances include a significant slogan in
produit prices, débit environment, legal factors, financial performances,
competition, or events affecting the reporting unit. Expérience of the goodwill
impairment expérimentation requires judgment, including the matricule of reporting
units, assignment of assets and liabilities to reporting units, assignment of
goodwill to reporting units, and determination of the fair value of each
reporting unit. The résumé of fair value of a reporting unit using a
discounted cash flow methodology also requires significant judgments, including
résumé of future cash flows, which is dependent on internal forecasts,
résumé of the long-term ratage of growth for the Company's débit,
résumé of the useful life over which cash flows will occur, and
determination of the Company's weighted average cost of travailleur. The estimates
used to calculate the fair value of a reporting unit slogan from year to year
based on operating results and market moment. Changes in these estimates and
assumptions could materially affect the determination of fair value and goodwill
impairment for the reporting unit.



The Company identified reporting units at the lowest level within the entity at
which goodwill is monitored for internal direction purposes. Conduite
evaluated the recoverability of goodwill by performing a qualitative assessment
before using a two-step impairment expérimentation approach at the reporting unit level. If
the Company reorganizes its reporting construction in a manner that will changes
the accord of one or more of its reporting units, goodwill is reassigned
based on the relative fair value of each of the affected reporting units.



                                       40





? Revenue recognition




We adopted Accounting Courant Réglementation ("ASC") Topic 606, Revenues from
Contract with Customers ("ASC 606") for all periods presented. Under ASC 606,
revenue is recognized when control of the promised goods and épreuves is
transferred to the Company's customers, in an amount that reflects the
consideration that we expect to be entitled to in exchange for those goods and
épreuves, net of value-added tax. We determine revenue recognition through the
following steps:



  ? Identify the contract with a customer;

  ? Identify the triomphe impératifs in the contract;

  ? Determine the négoce price;

? chagriner le frais de la négoce aux impératifs de triomphe contenues pour le apparentement ;

Et le

? Calculer les produits quand (ou comme) l’personne enchanté à une travail de fisc.





The négoce price is allocated to each triomphe travail on a relative
standalone selling price basis. The négoce price allocated to each
triomphe travail is recognized when that triomphe travail is
satisfied by the control of the promised goods and épreuves is transferred to
the customers, which at a situation in time or over time as appropriate.



Our revenues are net of value added tax ("VAT") collected on behalf of PRC tax
authorities in adulation to the sales of merchandise. VAT collected from
customers, net of VAT paid for purchases, is recorded as a liability in the
accompanying consolidated bilan sheets until it is paid to the remplaçant PRC
tax authorities


Les principales pluies de revenus du serre sont les suivantes :



 (1) Pharmacy retail sales




The physical pharmacies sell déchéance drugs, over-the-counter ("OTC") drugs,
nutritional supplements, health foods, sundry products and medical devices.
Revenue from sales of déchéance medicine at drugstores is recognized when the
déchéance is filled, and the customer picks up and patrie for the déchéance.
Revenue from sales of other merchandise at drugstores is recognized at the situation
of sordide, which is when a customer patrie for and receives the merchandise. Usually
the majority merchandise, such as déchéance and OTC drugs, are not refundable
after the customers leave the counter. Returns of other products, such as sundry
products, are minimal. Sales of drugs reimbursed by the pièce government medical
insurance agency and receivables from the agency are recognized when a customer
patrie for the drugs at a abri. The Company based on historical experience, a
reserve for potential losses from denial of reimbursement on visible unqualified
drugs is made to the receivables from the government agency.



(2) Liquidation schématiquement de dispositifs curatifs et de produits pharmaceutiques en confusion.





The Company sells wholesale medical devicea mainly through Guanzan, and
wholesale pharmaceuticals are principally sold through Shude, Pusheng and
Zhuoda. The medical devices and wholesale pharmaceuticals businesses primarily
involve purchasing wholesale medical devices and wholesale pharmaceuticals from
suppliers and then selling to customers. Upon obtaining purchase orders, the
Company instructs warehouse agents to transfer ownership of the products to
customers. The négoce is normally completed within a bermuda period of time,
ranging from a few days to a month. The Company recognizes revenue from product
sales when impératifs under the terms of a contract with the customer are
satisfied; generally, this occurs with the transfer of control of the goods
to
customers.



 (3) Medical épreuves



The medical épreuves was the hospital débit through Guoyitang hospital,
Zhongshan hospital, Qiangsheng hospital, Eurasia hospital and Mingkang hospital.
Revenue from ancillary medical épreuves is recognized when the related épreuves
have been rendered and includes outpatient and inpatient épreuves.



For outpatient épreuves, the client normally receives outpatient treatment
which contains various treatment components. Outpatient épreuves contain more
than one triomphe impératifs, including (i) vivre of plébiscite
épreuves and (ii) sordide of pharmaceutical products. The Group allocates the
négoce price to each triomphe travail on relative stand-alone selling
price basis. Both (i) vivre of plébiscite épreuves and (ii) sordide of
pharmaceutical products for which the control of épreuves or pharmaceutical
products is transferred at a situation in time, revenue is recognized when the
customer obtains the control of the completed épreuves or pharmaceutical
products, and the Group has satisfied its triomphe impératifs with present
right to payment and the amoncellement of the consideration is admissible.



                                       41




For inpatient épreuves, the customers normally receive inpatient treatment which
contains various treatment components. Inpatient épreuves contain more than one
triomphe impératifs, including (i) sordide of pharmaceutical products and (ii)
vivre of inpatient healthcare épreuves. The Group allocates the négoce
price to each triomphe travail on a relative stand-alone selling price
basis.



For revenue from (i) sordide of pharmaceutical products for which control of
épreuves or pharmaceutical products is transferred at a situation in time, revenue
is recognized when the customer obtains the control of the completed épreuves or
pharmaceutical products, and the Group has satisfied its triomphe impératifs
with present right to payment and the amoncellement of the consideration is
admissible.



Verso les revenus provenant (ii) de la produit de épreuves de désinfection de naturel aux patients hospitalisés, le récompense simultané est indiscutable sur la époque factionnaire quand les clients reçoivent ensemble les épreuves et consomment les avantages procurés par la triomphe du serre ballant la triomphe du serre.

? Trajets à certificat convertibles

We succès debt net of debt remise for beneficial giration features and
warrants, on a relative fair value basis. Beneficial giration features are
recorded pursuant to the Beneficial Ralliement and Debt Topics of the FASB
Accounting Normes Réglementation. The amounts allocated to warrants and
beneficial giration rights are recorded as debt remise and as additional
paid-in-capital. Debt remise is amortized to interest expense over the life of
the debt.



? Derivative matériel




We marcotter into financing arrangements that consist of freestanding derivative
matériel or are hybrid matériel that contain embedded derivative features.
The Company accounts for these arrangements in accordance with ASC Topic 815,
Accounting for Derivative Outillage and Hedging Activities ("ASC 815") as well
as related interpretation of this normalisé. In accordance with this normalisé,
derivative matériel are recognized as either assets or liabilities in the
bilan sheet and are measured at fair values with gains or losses recognized in
earnings. Embedded derivatives that are not clearly and closely related to the
host contract are bifurcated and are recognized at fair value with changes in
fair value recognized as either a prérogative or loss in earnings. The Company
determines the fair value of derivative matériel and hybrid matériel based
on available market data using appropriate valuation models, giving
consideration to all of the rights and impératifs of each complément.



We estimate fair values of derivative financial matériel using various
techniques (and combinations thereof) that are considered to be consistent with
the neutre measuring fair values. In selecting the appropriate façon, we
consider, among other factors, the grossière of the complément, the market risks
that it embodies and the expected means of settlement. For less complex
derivative matériel, such as free-standing warrants, we generally use the
Black-Scholes model, adjusted for the effect of coupage, parce que it embodies
all of the requisite assumptions (including trading volatility, estimated terms,
coupage and risk-free rates) necessary to fair value these matériel.
Estimating fair values of derivative financial matériel requires the
development of significant and subjective estimates that may, and are likely to,
slogan over the duration of the complément with related changes in internal and
external market factors. In prime, option-based techniques (such as
Black-Scholes model) are highly évaporable and impressionnable to changes in the trading
market price of our common produit. Since derivative financial matériel are
initially and subsequently carried at fair values, our income (expense) going
forward will reflect the volatility in these estimate and assumption changes.
Under the terms of the new accounting normalisé, increases in the trading price
of the Company's common produit and increases in fair value during a given
financial quarter result in the circonspection of non-cash derivative expense.
Conversely, decreases in the trading price of the company's common produit and
decreases in trading fair value during a given financial quarter result in the
circonspection of non-cash derivative income.



? giration de devises étrangères





Transactions denominated in currencies other than the functional currency are
translated into the functional currency at the exchange rates prevailing at the
dates of the négoce. Monetary assets and liabilities denominated in
currencies other than the functional currency are translated into the functional
currency using the congruent exchange rates at the bilan sheet dates. The
resulting exchange differences are recorded in the statement of operations. The
reporting currency of our company is the United States Dollar ("US$"). Our
subsidiaries in the PRC maintain their books and records in their pièce
currency, the Renminbi Yuan ("RMB"), which is the functional currency as it is
the primary currency of the economic environment in which these entities
operate.



                                       42





In general, for protection purposes, assets and liabilities of the Company's
subsidiaries whose functional currency is not the US$ are translated into US$,
in accordance with ASC Topic 830-30, "Exégèse of Financial Statement", using
the exchange ratage on the bilan sheet naissance. Revenues and expenses are
translated at average rates prevailing during the period. The gains and losses
resulting from traduction of financial statements of foreign subsidiaries are
recorded as a separate component of accumulated other comprehensive income
within the statement of stockholders' equity.



? Groupe reporting




ASC Topic 280, "Groupe Reporting" establishes normes for reporting
communiqué emboîture operating segments on a basis consistent with the Company's
internal organization construction as well as communiqué emboîture the essence of
products and épreuves, geographical areas, débit strategies and pionnier
customers in débit components. For the six months ended June 30, 2022 the
Company operated in aléa reportable segments: retail pharmacy, wholesale medical
devices, wholesale pharmaceuticals and medical épreuves in the PRC.



? des situation comptables à aération





In June 2016, the FASB issued ASU No. 2016-13, "Measurement of Credit Losses on
Financial Outillage (Topic 326)", which significantly changes the way entities
recognize impairment of many financial assets by requiring immediate recognition
of estimated credit losses expected to occur over their remaining life, instead
of when incurred. In November 2018, the FASB issued ASU No. 2018-19,
"Réglementation Improvements to Topic 326, Financial Outillage-Credit Losses",
which amends Subtopic 326-20 (created by ASU No.2016-13) to explicitly state
that operating lease receivables are not in the scope of Subtopic 326-20.
Additionally, in April 2019, the FASB issued ASU No.2019-04, "Réglementation
Improvements to Topic 326, Financial Outillage-Credit Losses, Topic 815,
Derivatives and Hedging, and Topic 825, Financial Outillage", in May 2019, the
FASB issued ASU No. 2019-05, "Financial Outillage-Credit Losses (Topic 326):
Targeted Modification Colline", and in November 2019, the FASB issued ASU No.
2019-10, "Financial Outillage-Credit Losses (Topic 326), Derivatives and
Hedging (Topic 815), and Leases (Topic 842): Réelle Dates", and ASU No.
2019-11, "Réglementation Improvements to Topic 326, Financial Outillage-Credit
Losses", to provide further clarifications on visible aspects of ASU No. 2016-13
and to extend the nonpublic entity réelle naissance of ASU No. 2016-13. The
changes (as amended) are réelle for the Company for annual and interim
periods in fiscal years beginning after December 15, 2022, and the Company is in
the process of evaluating the potential effect on its consolidated financial
statements.



In January 2017, the FASB issued ASU 2017-04, "Intangibles - Goodwill and Other
(Topic 350): Simplifying the Modèle for Goodwill Impairment," which simplifies how
an entity is required to expérimentation goodwill for impairment by eliminating step two
from the goodwill impairment expérimentation. Step two of the goodwill impairment expérimentation
measures a goodwill impairment loss by comparing the implied fair value of a
reporting unit's goodwill with its carrying amount. As amended by ASU 2019-10,
annual or interim goodwill impairment tests are performed in fiscal years
beginning after December 15, 2022. We do not expect that the imitation of this
guidance will have a material conséquence on our financial sentiment, results of
operations and cash flows.



                                       43





In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740):
Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which is intended
to simplify various aspects related to accounting for income taxes. ASU 2019-12
removes visible exceptions to the general principles in Topic 740 and also
clarifies and amends existing guidance to improve consistent circonspection. This
guidance is réelle for fiscal years, and interim periods within those fiscal
years, beginning after December 15, 2020, with early imitation permitted. The
Company adopted this guidance réelle January 1, 2021, which imitation did not
have a material conséquence on the consolidated financial statements.



In August 2020, the FASB issued ASU No. 2020-06 ("ASU 2020-06") "Debt-Debt with
Ralliement and Other Options (Subtopic 470-20) and Derivatives and
Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for
Transposable Outillage and Contracts in an Entity's Own Equity." ASU 2020-06
will simplify the accounting for rectifiable matériel by reducing the number
of accounting models for rectifiable debt matériel and rectifiable preferred
produit. For élève débit entities, the amendments in ASU 2020-06 are réelle
for élève entities which meet the definition of a smaller reporting company are
réelle for fiscal years, and interim periods within those fiscal years,
beginning after December 15, 2023. The Company will adopt ASU 2020-06 réelle
January 1, 2024. Conduite is currently evaluating the effect of the imitation
of ASU 2020-06 on the consolidated financial statements. The effect will largely
depend on the accord and terms of the financial matériel at the time of
imitation.


Les distinctes standards comptables émises ou proposées par le Financial Accounting Normes Board ou d’distinctes organismes de contrôle qui ne nécessitent pas d’imitation endroit une naissance ultérieure ne devraient pas empressé d’suite importante sur les détails financiers consolidés de la Corps lorsqu’elles-mêmes seront appliquées.



Recent Developments


sur moi 7 janvier 2022Nous-mêmes avons émis 600 000 tâches collectifs comment opposé antécédent avec brocanter Payeur.

sur moi 24 janvier 2022Nous-mêmes avons émis 1 000 000 d’tâches collectifs à convention de balance à M. Couplet Tiwi.




On January 27, 2022, we entered into an employment agreement with Mr. Xiaping
Wang for a term of one (1) year, réelle January 1, 2022. Under the agreement,
Mr. Wang's allègement will consist of an annual salary of $500,000 in cash and
produit allègement of 500,000 shares of our Common Produit. We issued 500,000
shares of our Common Produit to Mr. Wang on February 1, 2022.



sur moi 1 février 2022Nous-mêmes avons émis 50 000 tâches de nos tâches collectifs à un instigateur en opposé de épreuves de conseils légaux.

On February 1, 2022, we entered into an Amendment and Settlement Agreement to
amend the Produit Purchase Agreement relating to the prise of the Zhongshan
hospital. The amendment reduced post-closing triomphe targets and payments
and settled visible payments as a result of such amendment. Pursuant to the
amendment, the purchase price was retroactively reduced by 50% from RMB
120,000,000 (currently approximately $18,864,957) to RMB 60,000,000 (currently
approximately $9,432,479), the closing cash payment was retroactively reduced
from RMB 40,000,000 to nil and the deferred closing produit payment was
retroactively reduced from 400,000 shares of our Common Produit to 200,000 shares
of Common Produit. The 2021 revenue target was also reduced by 50% from RMB
30,000,000 to RMB 15,000,000, the 2021 grâce target was reduced from RMB
5,000,000 to RMB 2,500,000, the 2022 revenue target was reduced from RMB
33,000,000 to RMB 16,500,000 and the 2022 grâce target was reduced from RMB
5,500,000 to RMB 2,750,000. The parties agreed that immediately after the
signing of the amendment, the seller of Zhongshan hospital will execute and
deliver all commentaires as requested by us in order to éclaircissement the return of 200,000
shares of our Common Produit on a post reverse split basis and that prior to
December 31, 2022, the seller will return RMB 40,000,000 to us in cash, which
amount was previously paid by us.



On February 2, 2022, we announced a 1-for-5 reverse split of our Common Produit,
which began to trade on Nasdaq Richesse Market on February 3, 2022 on a split
adjusted basis.



                                       44





On June 9, 2022, we entered into a produit purchase agreement with the Chairman of
the Board of the Company, Mr. Fnu Oudom, whereby Mr. Oudom agreed to purchase
12,500,000 shares of Common Produit for $5 million, or $0.40 per share (the
"Chairman's Shares"), subject to the approval of the stockholders of the
Company. The purchase price per share reflects a 9% remise to the five-day
average closing price of the Common Produit on NASDAQ before signing the SPA (the
closing price of the Common Produit on Nasdaq on such naissance was $0.52). On June 9,
2022, Mr. Oudom provided the Company with $5 million as interim financing in
consideration for the issuance of a $5 million subordinated promissory post-scriptum (the
"Chairman's Post-scriptum"), bearing no interest, which will become due and recouvrable
immediately if the sordide of the Chairman's Shares is not approved by the
Company's stockholders. The Company expects to seek stockholder approval of the
sordide at the upcoming annual colloque of stockholders. If approved and the
Chairman's Shares are issued, all impératifs under the Chairman's Post-scriptum will
have been performed and discharged in full without any payment of interest. The
Company has no travail to rangée a registration statement with the SEC for the
resale of the Chairman's Shares.



RESULTS OF OPERATIONS



Comparison of the six months ended June 30, 2022 and 2021 of consolidated
results of operations:



                                            For the Six Months Ended
                                                    June 30,                                  Comparison
                                                                                        Amount         Percentage
                                                      % of                             increase         increase
                                      2022          Revenues           2021           (decrease)       (decrease)

Revenues                          $  9,947,109            100 %    $ 11,424,991     $   (1,477,882 )           (13 )%
Cost of revenues                     7,263,179             73 %       8,867,894         (1,604,715 )           (18 )%
Gross grâce                         2,683,930             27 %       2,557,097            126,833               5 %
Operating expenses                   7,519,524             76 %       5,947,929          1,571,595              26 %
Other expenses, net                 (2,020,439 )          (20 )%       

(143 530) (1 876 909) 1308 %

                                                                                            (3,321
Loss before income tax              (6,856,033 )          (69 )%     (3,534,362 )             ,671 )            94 %
Income tax expense                      30,791              0 %         
32,003             (1,212 )            (4 )%
                                                                                               (3,
Net loss                            (6,886,824 )          (69 )%     (3,566,365 )          320,459 )            93 %
Less: non-controlling interest          (2,498 )            0 %          42,861            (45,359 )          (106 )%

galvaudage blanche accordable à BIMI Curatif Cosmopolite Inc. 6 884 326 $ (69%) (3 609 226) $ (3 275 100) $

            91 %




                                       45





Revenues



Revenues for the six months ended June 30, 2022 and 2021 were $9,947,109 and
$11,424,991, respectively. The revenues for the six months ended June 30, 2022
were primarily attributable to the revenues from the wholesale sales of
pharmaceutical and medical devices and from medical épreuves provided by
hospitals purchased during the first quarter in 2022. Compared with the same
period in 2021, revenue decreased by $1,477,882, mainly due to the decrease in
pharmaceutical sales of $3,615,357.



Revenues from retail pharmacy quartier for the six months ended June 30, 2022
were $505,003, generated from aléa retail pharmacy stores in Chongqing. Revenues
from retail pharmacy quartier for the six months ended June 30, 2021 were
$241,230 which were generated from five retail pharmacy stores in Chongqing. The
growth in the retail pharmacy quartier in six month ended June 30, 2022 was from
the sales of Covid-19 related pharmacy products. With the loosened pièce
Covid-19 ascèse, customers started to produit up Covid-19 related products
for at appartement use, which resulted in the increase in sales.



Revenues from wholesale medical devices quartier for the six months ended June
30, 2022 and 2021 were $2,828,557 and $916,193 respectively. The increase is
mainly due to higher demand for medical devices during the first quarter.



Revenues from the wholesale pharmaceuticals quartier for the six months ended
June 30, 2022 and 2021 were $3,663,350 and $6,495,931 respectively. The patoche
reason for the decrease in sales in the 2022 period was the slogan in our
customer squelette, as we started to develop débit relationships with larger
wholesale pharmaceutical companies and terminated our débit with some
customers who had a poor payment history. Covid-19 and the pièce lockdown policy
also had an défavorable effect on our wholesale pharmaceutical débit during
the
assesseur quarter of 2022.



Revenues from the medical épreuves quartier for the six months ended June 30,
2022 and 2021 were $2,950,198 and $3,732,974, respectively. These revenues
reflect the revenues generated by the Guoyitang and Zhongshan hospitals acquired
in February 2021 and the Minkang, Eurasia and Qiangsheng hospitals acquired in
May 2021. The decrease in revenues in the six months ended June 30, 2022 was due
to fewer client visits in during the period resulting from the continued conséquence
of Covid-19 and the reduced availability of doctors and nurses in our hospitals.



Cost of Revenues



Cost of revenues for the six months ended June 30, 2022 and 2021 were $7,263,179
and $8,867,894, respectively. The decrease reflected the decrease in the costs
associated with the operations of the Guanzan Group, Qiangsheng, Eurasia and
Minkang hospitals.



Cost of revenues of our retail pharmacy quartier consists primarily of the cost
of the pharmaceuticals, medical devices and other products that we sell to
customers. For the six months ended June 30, 2022 and 2021, cost of revenues of
our retail pharmacy quartier were $223,032 and $195,582, respectively. The
increase in the cost of revenues was a result of the increase in sales of
medical devices and other products due to higher customer demand in the six
months ended June 30, 2022.



Cost of revenues of our wholesale medical devices quartier consists primarily of
cost of medical devices, medical consumables and costs related directly to
contracts with customers. For the six months ended June 30, 2022 and 2021, the
cost of revenues of our wholesale medical devices quartier was $2,415,231 and
$697,321. The increase is mainly due to the increase in sales in the six months
ended June 30, 2022.



Cost of revenues of our wholesale pharmaceuticals quartier consists primarily of
the cost of medicines, medical consumables and costs related directly to
contracts with customers. For the six months ended June 30, 2022 and 2021, the
cost of revenues of our wholesale pharmaceuticals quartier were $3,338,576 and
$5,763,072, respectively. The decrease is mainly due to the decrease in sales in
the six months ended June 30, 2022.



Cost of revenues of our medical épreuves consists primarily of the cost of
medicine, doctor and nurses' salaries and rental expenses. For the six months
ended June 30, 2022 and 2021, the cost of revenues of the medical épreuves
quartier were $ 1,277,137 and $2,093,533, respectively. The majority of the
decrease was attributable to a decrease in doctor and nurses' salaries in the
six-months ended June 30, 2022. In the six-months ended June 30, 2022, there was
a reduction in over-time payments and use of seasonal bouchée time employees, which
contributed to the decrease in the overall cost of revenues in the medical
épreuves quartier.



                                       46





Gross grâce



For the six months ended June 30, 2022 and 2021, we had a gross margin of 27%
and 22.4%, respectively. For the six months ended June 30, 2022 and 2021, the
gross grâce margins of our: (i) retail pharmacy quartier were 5% and 18.9%,
respectively; (ii) wholesale medical devices quartier were 20% and 23.9%,
respectively; (iii) wholesale pharmaceuticals quartier were 27% and 11.3%; and
(iv) medical épreuves quartier was 61.52% and 9.32%, respectively.



Operating expenses


Les prescriptions d’commercialisation comprennent davantage les paye d’contrôle et de épreuves légaux, les distinctes paye de épreuves professionnels, les prescriptions de paiement des administrateurs et des dirigeants, les découplé de mélange et de avancement, les variations de la ad hoc courage des passifs dérivés, la amoindrissement et l’étouffement des éléments non liés à la exploitation, donc que les découplé de corps et d’intronisation découplé de amodiation.




Operating expenses from continuing operations were $7,519,524 for the six months
ended June 30, 2022 as compared to $5,947,929 for the same period in 2021, an
increase of $1,571,595 or 26%. The $1.2 million increase was due to the payments
to our CEO and COO in shares of our Common Produit during the six months ended
June 30, 2022. No such produit payments were made in the same period in 2021.



Operating expenses of the retail pharmacy quartier for the six months ended June
30, 2022 and 2021 were $252,769 and $294,814, respectively. The decrease in
operating expense was primarily attributable to a decrease in salaries, which
resulted from reduced over-time payments and use of seasonal bouchée time
employeesand the reduced number of stores in the six months ended June 30, 2022.



Dépenses d’commercialisation du officine de consistant de dispositifs curatifs avec les six salaire se terminant 30 juin 2022 Et 2021 existait 316 395 $ Et le 350 939 $, tour à tour. La allègement des prescriptions d’commercialisation est davantage due à la flexion des dépenses de avancement, car il y avait une indispensable surtout levée avec les dispositifs curatifs.




Operating expenses of the wholesale pharmaceuticals quartier for the six months
ended June 30, 2022 and 2021 were $544,089 and $479,677, respectively. The
increase in operating expense was primarily attributable to an increase in
salaries, as new débit development teams were hired to develop relationships
with larger wholesale pharmaceutical companies.



Operating expenses of the medical épreuves quartier for the six months ended June
30, 2022 and 2021 were $1,391,183 and $983,582, respectively. The increase in
operating expenses was from the increase in salaries of non-medical executives
and employees in the six months ended June 30, 2022.



Other expenses


For the six months ended June 30, 2022 and 2021, we reported other expenses of
$2,020,439 and $143,530, respectively. For the six months ended June 30, 2022,
we had $2,020,439 of other expenses, net that primarily consisted of
amortization of rectifiable exégèse of $1,542,248 and $219,319 of interest
expenses from the bank debt incurred by our operating subsidiaries in the PRC.



For the six months ended June 30, 2021, we had $143,530 of other expenses, net
that included $138,237 of interest expenses from the bank debt of the Guanzan
Group and the Guoyitang and Zhongshan hospitals.



Net loss



As a result of the foregoing, our net loss increased by $3,320,459 to $6,886,824
for the six months ended June 30, 2022 from $3,566,365 for the six months ended
June 30, 2021.


Disponibilité et travailleur en travailleur

pour 30 juin 2022Nous-mêmes avions de l’lettre 5 034 331 $ et un capital de rotation constructeur
4 631 671 $ Relativement à l’lettre 4 797 849 $ et capital de rotation contretype
932 493 $ pour 31 décembre 2021.



                                       47





On December 14, 2020, we entered into a produit purchase agreement (the "Cogmer
SPA") to acquire Chongqing Cogmer Biology Technology Co., Ltd. ("Cogmer"), a
distributor of medical devices including in vitro jugement devices, focused on
sales to hospitals and sub-distributors in the southwest region of the PRC.
Pursuant to the Cogmer SPA, the Company agreed to purchase all the issued and
outstanding equity interests in Cogmer for RMB 116,000,000 (approximately
$17,737,000), to be paid by the issuance of 400,000 shares of our common produit
and the payment of RMB 76,000,000 in cash. In December, 2020, we paid a deposit
of $3,065,181 to the shareholders of Cogmer. On March 15, 2021, we terminated
the Cogmer SPA upon mutual agreement with the Cogmer shareholders without
incurring any penalties as a result of the termination. We recovered the deposit
of $3,065,181 from the shareholders of Cogmer on November 29, 2021.



On May 18, 2020, we entered into a securities purchase agreement (the "May SPA")
with two institutional investors (the "Institutional Investors") to sell
rectifiable exégèse having a frontispice amount of $6,550,000 at an aggregate bohème
enseignement remise of 19.85% (the "2020 Observations") and ranking senior to all
outstanding and future indebtedness of the Company. The 2020 Observations do not bear
interest except upon the données of an event of default. Each Institutional
Investor also received a antichrèse (the "Institutional Investor 2020 Antichrèse") to
purchase 325,000 shares of Common Produit at an préalable exercise price of $14.225
per share (post-Split price (as defined below) and subject to the Event Market
Price Adjustment). The financement commissionnaire for the private financement received a
antichrèse (the "Écoulement Démarcheur 2020 Antichrèse", together with the Institutional
Investor 2020 Antichrèse, the "2020 Warrants") to purchase up to 10% of the
aggregate number of shares of Common Produit at an préalable exercise price of
$14.225 per share (post-Split price and subject to the Event Market Price
Adjustment), subject to increase based on the number of shares Common Produit
issued pursuant to the 2020 Observations.



Pursuant to the May SPA, two 2020 Observations each in the frontispice amount of $2,225,000
were issued to the Institutional Investors in consideration of the payment of
$1,750,000 in cash for each 2020 Post-scriptum.



The May SPA, the 2020 Observations and the 2020 Warrants provide that each and every
reference to share prices, shares of Common Produit and any other numbers therein
that relate to the Common Produit will be automatically adjusted for any produit
splits, produit dividends, produit combinations, recapitalizations or other similar
transactions that occur with adulation to the Common Produit (each, a "Produit
Combination Event", and such naissance thereof, the "Produit Combination Event Temps")
thereafter. The May SPA, the 2020 Observations and the 2020 Warrants further provide if
after a Produit Combination Event, the Event Market Price is less than the
giration price (in the case of the rectifiable exégèse) or the exercise price
(in the case of the warrants) then in effect (after giving effect to the above
adjustments), then on the sixteenth (16th) trading day immediately following
such Produit Combination Event Temps, the giration price or exercise then in
effect on such sixteenth (16th) trading day (after giving effect to the above
adjustments) will be reduced (but in no event increased) to the Event Market
Price. "Event Market Price" means, with adulation to any Produit Combination Event
Temps, the division determined by dividing (x) the sum of the dollar
volume-weighted average price of the Common Produit for each of the five (5)
trading days with the lowest dollar volume-weighted average price of the Common
Produit during the fifteen (15) consecutive trading day period ending and
including the trading day immediately preceding the sixteenth (16th) trading day
after such Produit Combination Event Temps, divided by (y) five (5). The price
adjustment described in this paragraph is hereinafter referred to as the "Event
Market Price Adjustment."



The 2020 Observations, which matured on the eighteen-month anniversary of the issuance
naissance, were recouvrable in installments and are rectifiable at the election of the
investors at the giration price of $12.95 per share (post-Split Price and
subject to the Event Market Price Adjustment), subject to adjustment in the
event of default. Each investor also received a antichrèse to purchase 130,000
shares of Common Produit at an préalable exercise price of $14.23 per share
(post-Split Price and subject to the Event Market Price Adjustment). The
financement commissionnaire for the private financement received a antichrèse to purchase up to
34,369 shares of Common Produit at an préalable exercise price of $14.23 per share
(post-Split Price and subject to the Event Market Price Adjustment), subject to
increase based on the number of shares of Common Produit issued pursuant to the
2020 Observations. Pursuant to the May SPA, additional rectifiable exégèse in an
aggregate bohème frontispice amount not to exceed $2,100,000 (the "Additional Observations")
could also be issued to the Institutional Investors under visible circumstances.



On February 24, 2021, we entered into an amendment to the May SPA with the
Institutional Investors to increase the amount of the Additional Observations by
$3,300,000 to $5,400,000. On February 26, 2021, Additional Observations in an aggregate
bohème important amount of $5,400,000 were issued to the Institutional
Investors, together with the issuance of warrants to acquire an aggregate of
152,000 shares of Common Produit at an préalable exercise price of $14.23 per share
(post-Split Price and subject to the Event Market Price Adjustment). The
financement commissionnaire for the private financement received a antichrèse to purchase up to
34,749 shares of our Common Produit at an préalable exercise price of $14.23 per
share post-Split Price and (subject to the Event Market Price Adjustment),
subject to increase based on the number of shares of Common Produit issued
pursuant to the Additional Observations.



                                       48




On November 18, 2021, we entered into a securities purchase agreement (the
"November SPA") with the same two Institutional Investors to sell them a series
of senior rectifiable exégèse (the "2021 Observations") with an bohème enseignement remise
of 20% and ranking senior to all outstanding and future indebtedness of the
Company in a private financement. Each Institutional Investor paid $3,250,000 in
cash for a 2021 Post-scriptum in the frontispice amount of $3,900,000. The November SPA also
provided for the issuance of additional 2021 Observations in an aggregate bohème
important amount not to exceed $3,900,000 under visible circumstances. The
November SPA also contains provende emboîture the Market Event Price. The 2021
Observations, which were issued on November 22, 2021, adulte on the eighteen-month
anniversary of the issuance naissance, are recouvrable by the Company in installments and
are rectifiable at the election of the Institutional Investors at the giration
price of $3.25 (post-Split Price and subject to the Event Market Price
Adjustment), which is subject to adjustment in the event of default. Each
Institutional Investor also received a antichrèse (the "Institutional Investor 2021
Antichrèse") to purchase 180,000 shares of Common Produit at an préalable exercise
price of $3.55 per share (subject to the Event Market Price Adjustment). The
financement commissionnaire for the private financement received a antichrèse (the "Écoulement
Démarcheur 2021 Antichrèse", together with the Institutional Investor 2021 Antichrèse, the
"2021 Warrants") to purchase up to 8% of the aggregate number of shares of
Common Produit at an préalable exercise price of $3.55 per share (post-Split Price
and subject to the Event Market Price Adjustment), subject to increase based on
the number of shares Common Produit issued pursuant to the 2021 Observations.



The Company implemented a reverse produit split (the "Split") on February 2, 2022
at the coefficient of 5 to 1. The 2020 Observations were fully converted before the Split,
and therefore no price adjustment was actually implemented at the giration,
although the price communiqué provided above emboîture the 2020 Observations was
post-split price. The giration price of the 2021 Observations and the exercise price
of the 2020 Warrants and the 2021 Warrants will be adjusted pursuant to the
Event Market Price formula upon giration or exercise. There has been no
giration of the 2021 Observations or exercise of the 2020 Warrants or the 2021
Warrants as of the naissance of this renvoi.



On February 1, 2022, we entered into an Amendment and Settlement Agreement to
amend the produit purchase agreement relating to the prise of the Zhongshan.
The amendment reduced post-closing triomphe targets and payments and settled
visible payments as a result of such amendment. Pursuant to the amendment, the
purchase price was retroactively reduced by 50% from RMB 120,000,000 (currently
approximately $18,864,957) to RMB 60,000,000 (currently approximately
$9,432,479), the closing cash payment was retroactively reduced from RMB
40,000,000 to nil and the deferred closing produit payment was retroactively
reduced from 400,000 shares of our Common Produit to 200,000 shares of Common
Produit. The 2021 revenue target was also reduced by 50% from RMB 30,000,000 to
RMB 15,000,000, the 2021 grâce target was reduced from RMB 5,000,000 to RMB
2,500,000, the 2022 revenue target was reduced from RMB 33,000,000 to RMB
16,500,000 and the 2022 grâce target was reduced from RMB 5,500,000 to RMB
2,750,000.As a result of the amendments, the parties agreed that immediately
after the signing of the amendment, the seller of Zhongshan hospital will
execute and deliver all commentaires as requested by us in order to éclaircissement the
return of 200,000 shares of our Common Produit and that prior to December 31,
2022, the seller will return RMB 40,000,000 to us in cash.



Nos filiales efficace en État folklorique de Friperie ont indépendamment obéré des impératifs pour le ajusté de à elles activités.



Slip-term loans



Zhongshan borrowed $223,500 from Chaohu Yangzi Agricole Vendeur Bank on July 27,
2021. The loan is due on July 27, 2022 with an interest ratage of 5.80%. Shude
borrowed $119,200 from China Minsheng Banking Corp. Ltd. on March 17, 2022,
which is due on March 17, 2023, with an interest ratage of 6.2%. Zhuoda borrowed
$89,400 from the Industrial and Vendeur Bank of China on March 15, 2022,
which is due on September 11, 2022, with an interest ratage of 3.7%. Zhuoda
borrowed $149,000 from the Agricultural Bank of China on November 30, 2021,
which is due on November 30, 2022, with an interest ratage of 3.85%. Zhuoda
borrowed $298,000 from the Immeuble Bank of China on July 8, 2021 for one
year, with an interest ratage of 3.70%. Qianmei borrowed $47,441 from China
Immeuble Bank on November 23, 2021, which is due on November 2, 2022, with
an interest ratage of 3.85%.. Guanzan borrowed $730,102 from Postal Savings Bank
of China on November 29, 2021, which is due on November 28, 2022, with an
interest ratage of 5.4%.



long-term loans



Guanzan borrowed $76,317 from We Bank on December 26, 2020, for a term of two
years, with an interest ratage of 13.68%. Guanzan borrowed $81,941 from We Bank on
July 24,2021, for a term of two years, with an interest ratage of 13.68%. Guanzan
borrowed $104,300 from We Bank on April 26, 2022, which is due on March 26,
2024, with an interest ratage of 9.45%. Guanzan borrowed $55,343 from Huaneng
Guicheng Amoncellement Co., LTD on October 7, 2021, which is due on September 26,2023,
with an interest ratage of 12.96%. Guanzan borrowed $87,143 from Chongwing Nan'an
Zhongyin Fuden Hameau Bank Co. Ltd. on February 25,2021, which is due on
February 24, 2024, with an interest ratage of 8.00%. Shude borrowed $37,250 and
$7,450 from We Bank on December 10, 2020, which are due on December 10, 2022,
with an interest ratage of 10.80%. Shude borrowed $2,483 from We Bank on December
10, 2020, which is due on December 2, 2022, with an interest ratage of 8.64%.
Shude borrowed $24,958 from We Bank on January 5, 2021, which is due on January
2, 2023, with an interest ratage of 12.24%. Shude borrowed $30,893 on December 3,
2020 from Courant Chartered Bank, for a term of two years, with an interest
ratage of 12.35%. Zhuoda borrowed $142,792 from Minsheng Bank on May 10, 2022,
which is due on May 9, 2024, for a term of two years, with an interest ratage
of
14.58%.



                                       49





The following is a summary of cash provided by or used in each of the indicated
bonshommes of activities during the three months ended June 30, 2022 and 2021,
respectively.



                                                         For the six months ended
                                                                 June 30,
                                                           2022             2021

Disponibilité blanche buissonneuse par (utilisée pour) les activités opérationnelles 95 499 $ (3589 450 $)
Disponibilité blanche provenant des activités d’participation

                         -         (287,702 )
Net cash provided by (used in)  financing activities       (331,334 )     
4,255,662
Exchange ratage effect on cash                               (387,183 )        117,396 )
Net cash inflow                                        $    236,482     $    495,906




Operating Activities



We used $954,999 in our continuing operations during the six months ended June
30, 2022, as compared to $3,589,450 used in continuing operating activities for
the six months ended June 30, 2021.



Net loss from our operation (before non-cash adjustments) was $4.41 million for
the six months ended June 30, 2022, a decrease of $1.02 million, compared to the
net loss of $3.39 million incurred in the same period in 2021.



The decrease in our net loss is attributable to a decrease in the amortization
of remise on the rectifiable exégèse of $304,000 and  significant changes in
account receivable, inventories, accounts recouvrable and advances from customers.



Investing Activities


Cash provided by investing activities was Nil for the six months ended June 30,
2022, as compared to $287,702 for the same period ended June 30, 2021. Cash
provided by investing activities for the six months ended June 30, 2021 was from
the acquisitions of Guoyitang, Zhongshan, Minkang, Eurasia and Qiangsheng
hospitals, tirage by $375,235 used to pay for the purchase of property, surgeon
and equipment.



Financing Activities


Cash used in our financing activities was $331,334 for the six months ended June
30, 2022, as compared to $4,255,662 provided by financing activities for the six
months ended June 30, 2021. For the six months ended June 30, 2022, we repaid
$749,725 from bank loans and $227,248 from related party loans. During the six
months ended June 30, 2021, we received $4,065,500 from the issuance of
rectifiable promissory exégèse, $533,490 from bank loans and $164,841 from related
party loans, tirage by the repayment of $350,416 of long-term loans and the
$177,253 repayment of short-term loans.



Contractual Fonctions



As of June 30, 2022, we had a $4,800,000 contractual travail, which is the
accès amount of the cash consideration for the Zhuoda prise, which is
subject to post-closing adjustments pursuant to the Zhuoda SPA.



Augmentation and Seasonality


We do not believe that our operating results have been materially affected by
augmentation during the preceding two years. There can be no certification, however,
that our operating results will not be affected by augmentation in the future. At
present we are able to increase our product sordide prices due to the rising prices
charged by our suppliers. At present we are able to increase our product sordide
prices to tirage the rising prices charged by our suppliers.



                                       50




arrangements différents

Nous-mêmes n’avons pas d’arrangements sauf check-up significatifs.

© Edgar en barrière, entrée aperçus

Leave a Comment