UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2024

 

or

 

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

 

For the transition period from ___________ to ___________

 

Commission file number 000-26731

 

Hongchang International Co., Ltd

(Exact name of registrant as specified in its charter)

 

Nevada   87-0627910

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

Block 20Hongchang Food Co., Ltd.,

Yuanhong Investment Zone,
Donggao Village,

Chengtou Town,

Fuqing City, Fuzhou City, Fujian Province,

350300China

  350300
(Address of principal executive offices)   (Zip Code)

 

(86) 180 5901 6050

(Telephone number, including area code)

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   None   None

 

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 last 90 days. Yes  No 

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes  No 

 

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

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No 

 

As of November 13, 2024, 518,831,367 shares of common stock were issued and outstanding.

 

 

 

 

 

 

TABLE OF CONTENTS

 

    Page
Part I
 
FINANCIAL INFORMATION
     
Item 1. Financial Statements 1
     
  Condensed Consolidated Balance Sheets (Unaudited) 1
     
  Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) 2
     
  Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) 3
     
  Condensed Consolidated Statement of Cash Flows (Unaudited) 4
     
  Notes to Condensed Consolidated Financial Statements (Unaudited) 5
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 27
     
Item 4. Controls and Procedures 27
     
Part II
 
OTHER INFORMATION
     
Item 1. Legal Proceedings 28
     
Item 1A. Risk Factors 28
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 28
     
Item 3. Defaults Upon Senior Securities 28
     
Item 4. Mine Safety Disclosures 28
     
Item 5. Other Information 28
     
Item 6. Exhibits 29

 

i

 

 

FORWARD LOOKING STATEMENTS

 

This quarterly report on Form 10-Q (“Report”), financial statements, and notes to financial statements contain forward-looking statements that discuss, among other things, future expectations and projections regarding future developments, operations, and financial conditions. Forward-looking statements may appear throughout this Report and other documents we file with the Securities and Exchange Commission (the “SEC”), including without limitation, the following section: Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report.

 

Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “may,” “could,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

 

ii

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Hongchang International Co., Ltd

Condensed Consolidated Balance Sheets

 

 

 

   As of 
   September 30,
2024
   December 31,
2023
 
   (unaudited)     
   US$   US$ 
ASSETS:        
Current assets:        
Cash   307,049    895,730 
Accounts receivable, net   291,266    742,851 
Amount due from a related party   
-
    141 
Other receivable, net   57,846    1,106,574 
Inventories, net   1,855,356    13,713 
Advance to supplier   799,273    13,811 
Advance to supplier-related party   
-
    59,324 
Other current assets   1,061,613    1,128,598 
Total current assets   4,372,403    3,960,742 
           
Non-current assets:          
Property and equipment, net   19,305    3,193 
Construction-in-progress   44,133,659    41,423,399 
Intangible assets, net   2,993    3,213 
Land use right, net   4,090,369    4,118,101 
Other non-current assets   9,492,501    706,920 
Total non-current assets   57,738,827    46,254,826 
Total assets   62,111,230    50,215,568 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current liabilities:          
Long-term bank loans -current portion   38,495    
-
 
Accounts payable   155,864    650,905 
Accounts payable-related party   182,514    
-
 
Accounts payable-construction in progress   16,239    18,493 
Advances from customers   29,537    
-
 
Accrued expenses and other liabilities   119,791    385,805 
Total current liabilities   542,440    1,055,203 
           
Non-current liabilities          
Deferred subsidies   2,008,175    1,989,463 
Long term loans   6,448,688    
-
 
Amounts due to related parties   12,399,628    6,682,959 
Total non-current liabilities   20,856,491    8,672,422 
           
Total liabilities   21,398,931    9,727,625 
           
Commitments and contingencies   
-
    
-
 
           
Stockholders’ equity:          
Common stock (US$0.001 par value; 2,000,000,000 shares authorized; 518,831,367 and 518,831,367 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively)   518,831    518,831 
Additional paid-in capital   39,905,228    39,905,228 
Accumulated deficit   (1,034,975)   (812,539)
Accumulated other comprehensive income   1,262,357    876,423 
Total Hongchang International Co., Ltd’s stockholders’ equity   40,651,441    40,487,943 
Non-controlling interests   60,858    
-
 
Total  equity   40,712,299    40,487,943 
           
Total liabilities and equity   62,111,230    50,215,568 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 

1

 

 

Hongchang International Co., Ltd

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

 

   For the three months ended   For the nine months ended 
   September 30,   September 30, 
   2024   2023   2024   2023 
   US$   US$   US$   US$ 
Net revenue:   820,608    51,397    2,820,710    78,204 
Cost of revenue   770,472    62,955    2,672,132    104,430 
Gross (profit) loss   50,136    (11,558)   148,578    (26,226)
Sales and marketing expenses   (1,382)   
-
    (1,573)   
-
 
General and administrative expenses   (101,442)   (137,193)   (326,016)   (381,579)
Total operating expenses   (102,824)   (137,193)   (327,589)   (381,579)
Operating loss   (52,688)   (148,751)   (179,011)   (407,805)
Interest income   177    453    1,082    924 
Other income   2,328    7,630    3,484    18,309 
Other expenses   (9)   1    (155)   (37)
Loss before income taxes   (50,192)   (140,667)   (174,600)   (388,609)
Income tax benefit (expense)   5,421    (3,826)   11,580    (3,826)
Net loss   (44,771)   (144,493)   (163,020)   (392,435)
Less: net income attributable to non-controlling interests   16,289    
-
    59,413    
-
 
Net loss attributable to Hongchang International Co., Ltd’s common stockholders   (61,060)   (144,493)   (222,433)   (392,435)
                     
Comprehensive loss net of tax:                    
Net loss   (44,771)   (144,493)   (163,020)   (392,435)
Foreign currency translation difference net of tax   1,456,463    (463,178)   387,376    (356,177)
Total comprehensive income(loss)   1,411,692    (607,671)   224,356    (748,612)
Less: comprehensive income attributable to non-controlling interest   18,132    
-
    60,858    
-
 
Comprehensive loss attributable to Hongchang International Co., Ltd’s common stockholders   1,393,560    (607,671)   163,498    (748,612)
                     
Loss per share:                    
Common stock - basic and diluted   (0.00)   (0.00)   (0.00)   (0.00)
                     
Weighted average shares outstanding used in calculating basic and diluted loss per share:                    
Common stock - basic and diluted   518,831,367    449,998,706    518,831,367    449,998,706 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

2

 

 

Hongchang International Co., Ltd

Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)

 

   Ordinary Shares   Subscription   Additional
Paid-in
    Accumulated   Accumulated
other
comprehensive
   Total
Hongchang
International
Co., Ltd
stockholder’
   Non-
controlling
   Total
Stockholder’s
 
   Shares   Amount   Receivable   Capital    Deficit   income (loss)   equity   interests   Equity 
Balance as of January 1, 2024 (US$)   518,831,367    518,831    
       -
    39,905,228     (812,542)   876,426    40,487,943    -    40,487,943 
Net loss   -    
-
    
-
    
-
     (222,433)   -    (222,433)   59,413    (163,020)
Foreign currency translation adjustment   -    
-
    
-
    
-
     
-
    385,931    385,931    1,445    387,376 
Balance as of September 30, 2024 (US$)   518,831,367    518,831    
-
    39,905,228     (1,034,975)   1,262,357    40,651,441    60,858    40,712,299 

 

   Ordinary Shares   Subscription   Additional
Paid-in
    Accumulated   Accumulated
other
comprehensive
   Total
Hongchang
International
Co., Ltd
stockholder’
   Non-
controlling
   Total
Stockholder’s
 
   Shares   Amount   Receivable   Capital    Deficit   income (loss)   equity   interests   Equity 
Balance as of January 1, 2023 (US$)   415,582,375    415,582    (415,582)   
-
     (433,745)   15,092    (418,653)   -    (418,653)
Net loss   -    
-
    
-
    
-
     (392,435)   -    (392,435)   -    (392,435)
Foreign currency translation adjustment   -    
-
    
-
    
-
     
-
    (356,177)   (356,177)   -    (356,177)
Contribution from shareholder   -    
-
    415,582    40,825,526     
-
    
-
    41,241,108    -    41,241,108 
Deemed issuance of share upon the Merger transaction   103,248,992    103,249    
-
    (920,298)    
-
    
-
    (817,049)   -    (817,049)
Balance as of September 30, 2023 (US$)   518,831,367    518,831    
-
    39,905,228     (826,180)   (341,085)   39,256,794    -    39,256,794 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

3

 

 

Hongchang International Co., Ltd

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

  

For the nine months ended

September 30,

 
   2024    2023   
   US$    US$   
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss   (163,020)   (392,435)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:          
Depreciation and amortization   67,258    59,602 
Accrued interest income derived from loan to third party   
-
    (18,026)
Gain on disposal of a subsidiary   (10)   
-
 
Deferred tax benefit   (16,222)   
-
 
Changes in operating assets and liabilities:          
Accounts receivable   447,683    (14)
Inventories   (1,797,790)   (26,405)
Advance to supplier   (794,470)   
-
 
Advance to supplier-related party   58,460    
-
 
Other receivable   (24,395)   
-
 
Other current assets   91,981    (862,632)
Accounts payable   (489,264)   
-
 
Accounts payable-related party   178,180    
-
 
Accrued expenses and other payables   (263,138)   2,821 
Advance from customers   28,836    10,913 
Deferred subsidies   
-
    2,003,319 
Net cash  (used in) provided by operating activities   (2,675,911)   777,143 
CASH FLOWS FROM INVESTING ACTIVITIES          
Purchases of property and equipment   (10,856,228)   (40,391,648)
Repayments from a related party   139    
-
 
Repayments from a third party   1,086,307    
-
 
Cash disposed on disposal of a subsidiary   (131)   - 
Loan to a third party   
-
    (1,015,527)
Net cash used in investing activities   (9,769,913)   (41,407,175)
           
CASH FLOWS FROM FINANCING ACTIVITIES          
Capital contribution by stockholders   
-
    41,241,108 
Proceeds from long term loans   6,333,153    
-
 
Repayments of a loan from a related party   (2,413,571)   (2,660,425)
Proceeds from loans from related parties   7,943,309    1,792,987 
Net cash provided by financing activities   11,862,891    40,373,670 
           
Effect of exchange rate changes   (5,748)   1,116,340 
           
Net (decrease) increase in cash   (588,681)   859,978 
Cash at beginning of period   895,730    3,141 
Cash at end of period   307,049    863,119 
Supplemental disclosure of cash flow information          
Interest paid   208,243    
-
 
Interest capitalized   222,248    
-
 
Supplemental disclosure of non-cash transactions          
Other receivable from disposal of a subsidiary   27,924    
-
 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

4

 

 

Hongchang International Co., Ltd

Notes to Unaudited Condensed Consolidated Financial Statements

 

1. ORGANIZATION

 

(a) Nature of operations

 

Hongchang International Co., Ltd (the “Company”) was incorporated in the state of Nevada on May 18, 1987. The Company is a holding company.

 

On September 4, 2023, Heyu Biological Technology Corporation (“HYBT”), the Company’s predecessor, completed the merger and other related transactions (the “Merger Transactions”) with Hongchang Global Investment Holdings Limited (“Hongchang BVI”), as a result of which Hongchang BVI became a wholly-owned subsidiary of HYBT and HYBT assumed and began conducting the principal business of Hongchang BVI. The name of the Company was changed from “Heyu Biological Technology Corporation” to “Hongchang International Co., Ltd.” (HCIL).

 

The “Group” means (i) prior to the completion of the Reorganization, Hongchang BVI and its subsidiaries that engage in businesses of food trade and biotechnology in China (ii) upon and after completion of the Merger Transactions, the Company and its subsidiaries that engage in businesses of food trade and meat processing in China.

 

(b) History and reorganization of the Group

 

In preparation of the Merger Transactions, the following transactions were undertaken to reorganize the legal structure of Operating Entity (“Reorganization”). On January 13, 2023, Mr. Zengqiang Lin and Ms. Zhenzhu Lin, the existing stockholders of Fuqing Hongchang Food Co., Ltd (“Hongchang Food”) established two wholly-owned subsidiaries (“BVI-1” and “BVI-2”) in British Virgin Island, respectively. On January 18, 2023, Hong Chang Global Investment Holdings Limited (“Hongchang BVI”) was then incorporated by BVI-1 and BVI-2 which held 70% and 30% equity interest of Hongchang BVI, respectively. On February 6, 2023, Hongchang BVI incorporated a wholly-owned subsidiary, Hong Chang Biotechnologies (HK) Limited (“Hongchang HK”). On February 28, 2023, Hongchang HK incorporated a wholly-owned subsidiary, Fujian Hongjin Biotechnology Co., Ltd. (“WFOE”) in the People’s Republic of China (“PRC”). WFOE then purchased the total equity interest of Hongchang Food. After the Reorganization, Mr. Zengqiang Lin and Ms. Zhenzhu Lin hold 70% and 30% equity interest of Hongchang Food through WFOE, respectively. As all the entities involved in the process of the Reorganization are under common ownership of Hongchang Food’s stockholders before and after the Reorganization, the Reorganization is accounted for in a manner similar to a pooling of interests with the assets and liabilities of the parties to the Reorganization carried over at their historical amounts. Therefore, the accompanying unaudited condensed consolidated financial statements were prepared as if the corporate structure of the Group had been in existence since the beginning of the periods presented.

 

(c) Reverse merger

 

On August 21, 2023, HYBT entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Hongchang BVI and Hongchang BVI’s stockholders, Zengqiang Investment Limited, a business company incorporated in the BVI, and Hong Jin Investment Limited, a business company incorporated in the BVI (the “Selling Stockholders” and each a “Selling Stockholder”), in relation to the acquisition of Hongchang BVI by HYBT (the “Hongchang Acquisition”). Zengqiang Investment Limited is wholly-owned by Mr. Zengqiang Lin and Hong Jin Investment Limited is wholly-owned by Ms. Zhenzhu Lin. Mr. Zengqiang Lin has been a director of HYBT since February 17, 2023, and Ms. Zhenzhu Lin is the sister of Mr. Zengqiang Lin. In accordance with the terms of the Share Exchange Agreement, the Selling Stockholders sold and transferred 100 shares of Hongchang BVI, constituting all of the issued and outstanding share capital of Hongchang BVI, to HYBT in exchange for an aggregate of 415,582,375 new shares of HYBT’s common stock (the “Consideration Shares”), of which 353,322,843 shares were issued to Zengqiang Investment Limited and 62,259,532 shares were issued to Hong Jin Investment Limited.

  

Immediately following the closing of the Hongchang Acquisition, HYBT had a total of 518,831,367 issued and outstanding shares of common stock. The 415,582,375 Consideration Shares constitute 80.1% of its enlarged share capital following the closing of the Hongchang Acquisition. The exchange consideration for the Hongchang Acquisition was determined on an arms’ length basis based on our valuation of Hongchang BVI and its subsidiaries and its assets.

 

As HYBT, the legal acquirer and accounting acquiree, does not meet the definition of a business, management concluded that the Merger should be accounted for as a continuation of the financial statements of Hongchang BVI (the legal subsidiary), together with a deemed issue of shares and a re-capitalization of the equity of Hongchang BVI. Hongchang BVI is the continuing entity and is deemed to have issued shares in exchange for the identifiable net assets held by HYBT together with the listing status of HYBT. Management concluded that September 4, 2023 is the acquisition date of the Merger.

 

Upon the completion of the reverse merger, the Company has set up a few new subsidiaries: Fujian Hongchang Global Food Co., Ltd (“Hongchang Global Food”), Fuqing Hongchang Global Import & Export Co., Ltd (“Hongchang Import & Export”), Fuqing Hongchang Global Supply Chain Co., Ltd (“Hongchang Supply Chain”), and Hongchang Global (Fuqing City) Agricultural Technology Development Co., Ltd (“Hongchang Agricultural”) in order for the company to develop different businesses. As of the date of this report, these subsidiaries have not generated significant revenue.

  

5

 

 

In May 2024, the Company set up a new subsidiary Hongfu Food (Fujian) Co., Ltd (“Hongfu Food”), which is mainly engaged in the initial processing of agricultural products, specializing in pork segmentation and trade. Hongfu Food purchasing pork as raw materials and processing or dividing them into various finished products according to customer needs, or through secondary segmentation into various specifications of packed finished products.

 

Based on above transactions, the accompanying unaudited condensed consolidated financial statements reflect the activities of each of the following entities:

 

Entity   Place of
incorporation
  Percentage of
direct or indirect
ownership
by the Company
  Principal activities
Subsidiaries:            
Hong Chang Global Investment Holdings Limited (Hongchang BVI)   British Virgin Island   100%   Investment holding
Hong Chang Biotechnologies (HK) Limited (Hongchang HK)   Hong Kong   100%   Investment holding
Fujian Hongjin Biotechnology Co., Ltd. (WFOE)   PRC   100%   Provision of technical and consultation services
Fuqing Hongchang Food Co., Ltd (Hongchang Food)   PRC   100%   Provision of Food Industry Park operation, food trade and meat processing
Fujian Hongchang Global Food Co., Ltd (“Hongchang Global Food”)   PRC   100%   Provision of food trade
Fuqing Hongchang Global Import & Export Co., Ltd (“Hongchang Import&Export”)   PRC   100%   Provision of food trade
Fuqing Hongchang Global Supply Chain Co., Ltd (“Hongchang Supply Chain”)   PRC   100%   Provision of food trade
Hongchang Global (Fuqing City) Agricultural Technology Development Co., Ltd (“Hongchang Agricultural”)   PRC   100%, disposed on September 3, 2024   Provision of food trade and biotechnology
Hongfu Food (Fujian) Co., Ltd (“Hongfu Food”)   PRC   51%   Provision of food trade and meat processing

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The unaudited condensed consolidated financial statements include the accounts of the Group and its subsidiaries and have been prepared in accordance with U.S. GAAP and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as its annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Group’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2024, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation.

 

Through the Reorganization, the Company became the holding company of the companies now comprising the Group. Accordingly, for the purpose of preparing the unaudited condensed consolidated financial statements of the Group, the Company is considered as the holding company of the companies now comprising the Group throughout the reporting period. Through the Reorganization, the Company became the holding company of the contributed businesses now comprising the Group, which were under the common control of the controlling stockholder before and after the Reorganization. Accordingly, the financial statements were prepared on a consolidated basis by applying the principles of the pooling of interest method as if the Reorganization had been completed at the date when contributed business first came under the control of the controlling party. The unaudited condensed consolidated statements of operations and comprehensive income(loss), changes in equity and cash flows of the Group included the results and cash flows of all companies now comprising the Group from the earliest date presented or since the date when the subsidiaries and/or businesses first came under the common control of the controlling stockholder, whenever the period is shorter.

 

Principles of consolidation

 

The accompanying unaudited condensed consolidated financial statements of the Company include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

 

Use of estimates

 

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenue and expenses during the reported period in the unaudited condensed consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s unaudited condensed consolidated financial statements mainly include, but are not limited to, assessment for impairment of long-lived assets, valuation of deferred tax assets, current expected credit loss of receivables, and valuation of inventory and advance.

 

6

 

 

Management bases the estimates on historical experience and on various other assumptions as discussed elsewhere to the unaudited condensed consolidated financial statements that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. On an ongoing basis, management evaluates its estimates based on information that is currently available. Changes in circumstances, facts and experience may cause the Group to revise its estimates. Changes in estimates are recorded in the period in which they become known. Actual results could materially differ from these estimates.

 

Foreign Currency

 

The Group’s principal country of operations is the PRC. The accompanying unaudited condensed consolidated financial statements are presented in US$. The functional currency of the Company is US$, and the functional currency of the Company’s subsidiaries is RMB. The unaudited condensed consolidated financial statements are translated into US$ from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The resulting translation adjustments are recorded as a component of stockholders’ equity included in other comprehensive income. Gains and losses from foreign currency transactions are included in profit or loss.

 

   As of 
   September 30,
2024
   December 31,
2023
 
US$: RMB exchange rate   7.0138    7.0798 

 

  

For the nine months ended

September 30

 
   2024   2023 
US$: RMB exchange rate   7.1844    7.0308 

 

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

 

Cash

 

Cash consists of cash on hand and cash in bank, which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use. The Group maintains cash with various financial institutions primarily in mainland China. Deposit insurance system in China only insured each depositor at one bank for a maximum of approximately US$70,000 (RMB 500,000). The amount in excess of the insurance as of September 30, 2024, was approximately $155,359, the Group has not experienced any losses in bank accounts.

 

Accounts receivable and allowance for credit losses

 

Accounts receivable are stated at the historical carrying amount net of allowance for expected credit losses. The Group adopted ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments” on January 1, 2023 using a modified retrospective approach. The Group also adopted this guidance to other receivables. To estimate expected credit losses, The Group has identified the relevant risk characteristics of its customers and the related receivables. The Group considers past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors) and changes in the Group’s customer collection trends. The allowance for credit losses and corresponding receivables were written off when they are determined to be uncollectible.

 

7

 

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. Cost of inventory is determined using the weighted average cost method. The Group records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, historical experience and application of the specific identification method.

 

Property and equipment, net

 

Property and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over their estimated useful lives on a straight-line basis.

 

Category   Estimated
useful
life
Equipment   3 years

 

Construction-in-progress

 

Property and equipment that are purchased or constructed which require a period of time before the assets are ready for their intended use are accounted for as construction-in-progress. Construction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress is transferred to specific property and equipment accounts and commences depreciation when these assets are ready for their intended use.

 

Capitalized Interest

 

Interest incurred during and directly related to construction-in-progress is capitalized to the related property under construction during the active construction period, which generally commences when borrowings are used to acquire assets of construction-in-progress and ends when the properties are substantially complete or the property becomes inactive. Interest is capitalized based on the interest rate applicable to specific borrowings or the weighted average of the rates applicable to other borrowings during the period. All other interest is expensed as incurred. For the nine months ended September 30, 2024 and 2023, the total interest capitalized in the construction-in-progress was US$222,248 and US$nil, respectively.

 

Intangible assets

 

Intangible assets are carried at cost less accumulated amortization and impairment, if any. Intangible assets are amortized using the straight-line method over the estimated useful lives. The estimated useful lives of amortized intangible assets are reassessed if circumstances occur that indicate the original estimated useful lives have changed.

 

Category   Estimated
useful
life
Purchased software   10 years

  

Land use right, net

 

The land use rights represent the operating lease prepayments for the rights to use the land in the PRC. Amortization of the prepayments is provided on a straight-line basis over the terms of the respective land use rights certificates.

 

Impairment of long-lived assets other than goodwill

 

Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment by comparing carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, The Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Impairment charge recognized for the nine months ended September 30, 2024 and 2023 was US$nil and US$nil, respectively.

 

8

 

 

Fair value of financial instruments

 

Fair value is defined as the price that would be received from selling an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Group considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

 

Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 — Other inputs that are directly or indirectly observable in the marketplace.

 

Level 3 — Unobservable inputs which are supported by little or no market activity.

 

Financial assets and liabilities of the Group primarily consist of cash, accounts receivable, amounts due from related party, other receivables, accounts payables, accounts payable-related party, accounts payables - construction in progress and accrued expenses and other liabilities. As of September 30, 2024 and December 31, 2023, the carrying values of these financial assets and liabilities approximate their fair values due to the short-term nature.

 

Revenue recognition

 

The Group adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customer. To determine revenue recognition for contracts with customers, the Group performs the following five steps:

 

  Step 1: Identify the contract with the customer

 

  Step 2: Identify the performance obligations in the contract

 

  Step 3: Determine the transaction price

 

  Step 4: Allocate the transaction price to the performance obligations in the contract

 

  Step 5: Recognize revenue when The Group satisfies a performance obligation

 

The Group generates revenue from food trading business.

 

9

 

 

The Group enters into contract with their customers to provide food, mainly frozen pork. All of the Group’s contracts have single performance obligation as the promise is to transfer the goods to customers, and there are no other separately identifiable promises in the contracts. The Group recognizes revenue when it transfers its goods to customers in an amount that reflects the consideration to which The Group expects to be entitled in such exchange. The Group accounts for the revenue generated from sales of its products to its customers on a gross basis, because the Group is acting as a principal in these transactions, is subject to inventory risk, has latitude in establishing prices, and is responsible for fulfilling the promise to provide customers the specified goods. The Group’s revenue is recognized at a point in time when the control has been transferred, usually when the customer accepts the goods.

 

Cost of revenue

 

Costs of revenues consist primarily of purchase price of products, shipping and handling expenses from supplier to the Group and related costs, which are directly attributable to products. Write-down of inventories is also recorded in cost of sales, if any. Shipping and handling costs incurred to transport goods to customers are expensed in the periods incurred and are included in cost of revenues. The Group accounts for shipping and handling expenses as fulfillment costs because shipping and handling activities occur before the customers obtain control of the goods. Shipping and handling expenses amounted to US$19,578 and US$nil for the nine months ended September 30, 2024 and 2023, respectively.

 

Sales and marketing expenses

 

Sales and marketing expenses consist primarily of travelling expenses, marketing conference expenses, advertising expenses and salaries and other compensation-related expenses for sales and marketing personnel. The Group expenses all advertising costs as incurred. Advertising costs amounted to US$nil and US$nil for the nine months ended September 30, 2024 and 2023, respectively.

 

General and administrative expenses

 

General and administrative expenses consist primarily of salaries and benefits for employees involved in general corporate functions, amortization of land use right, legal and other professional services fees, rental and other general corporate related expenses.

  

Government Subsidies

 

Government subsidies are recognized when there is reasonable assurance that the subsidy will be received and all attaching conditions will be complied with. When the subsidy relates to an expense item, it is recognized as income over the periods necessary to match the subsidy on a systematic basis to the costs that it is intended to compensate. Where the subsidy relates to an asset, it is recognized as deferred subsidies and is released to the statement of operations over the expected useful life in a consistent manner with the depreciation method for the relevant asset. Total government subsidies recorded in the deferred subsidies were US$2,008,175 and US$1,989,463 as of September 30, 2024 and December 31, 2023, respectively.

 

Value-added taxes

 

Sales revenue represents the invoiced value of goods, net of VAT. The applicable VAT rate was 13% or 9% (depending on the type of goods involved) for products sold in the PRC. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded as VAT payable if output VAT is larger than input VAT and is recorded as VAT recoverable if input VAT is larger than output VAT. All of the VAT returns filed by the Group’s subsidiaries in China, have been and remain subject to examination by the tax authorities.

 

Income taxes

 

Current income taxes are recorded in accordance with the regulations of the relevant tax jurisdiction. The Group accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Tax, (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the tax consequences attributable to differences between carrying amounts of existing assets and liabilities in the financial statements and their respective tax basis, and operating loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in the unaudited condensed consolidated statements of operations and comprehensive income(loss) in the period of change. Valuation allowances are established when necessary to reduce the amount of deferred tax assets if it is considered more likely than not that amount of the deferred tax assets will not be realized.

 

10

 

 

The Group records liabilities related to uncertain tax positions when, despite the Group’s belief that the Group’s tax return positions are supportable, the Group believes that it is more likely than not that those positions may not be fully sustained upon review by tax authorities. Accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense. The Group did not recognize uncertain tax positions as of September 30, 2024 and December 31, 2023.

 

Related party transactions

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature.

 

Earnings per share

 

The Group calculates earnings per share in accordance with ASC Topic 260 “Earnings per Share.” Basic earnings per share is computed by dividing the net income by the weighted average number of common stock outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common stock that would have been outstanding if the potential common stock equivalents had been issued and if the additional common stock were dilutive. On September 4, 2023, the Group completed its reorganization whereby Hongchang BVI’s stockholders received 415,582,375 shares in exchange for all the share capital of Hongchang BVI, which is reflected retroactively to December 31, 2021 and will be utilized for calculating earnings per share in all prior periods. The per share amounts have been updated to show the effect of the exchange on earnings per share as if the exchange occurred at the beginning of both periods for the unaudited condensed consolidated financial statements of the Group. The impact of the stock exchange is also shown on the Group’s Condensed Consolidated Statements of Changes in Stockholders’ Equity.

 

Before the reorganization, Hongchang Food depended on loans from stockholders for the construction of the Hongchang Food Industrial Park and its daily operations. These were recorded as loans from related parties. In May 2023, Hongchang Food reached an agreement with a stockholder to convert an outstanding loan balance of US$41,241,108 into a capital contribution. The company then recalculated the weighted average number of common stocks outstanding during the period, based on the timing of the cash inflows from the stockholder loans.

 

Comprehensive income

 

The Group applies ASC 220, Comprehensive Income (“ASC 220”), with respect to reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is defined to include all changes in equity of the Group during a period arising from transactions and other event and circumstances except those resulting from investments by stockholders and distributions to stockholders. For the nine months ended September 30, 2024 and 2023, the Group’s comprehensive income(loss) includes net income(loss) and other comprehensive income(loss).

 

Segment reporting

 

ASC 280, Segment Reporting, (“ASC 280”), establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, our chief operating decision maker (“CODM”) has been identified as our Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. As a whole and hence, we have only one reportable segment. We do not distinguish between markets or segments for the purpose of internal reporting. As our long-lived assets are substantially located in the PRC, no geographical segments are presented.

11

 

 

Uncertainty and risks

 

Political, social and economic risks

 

The Group has substantial operations in China through its PRC subsidiaries. Accordingly, the Group’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Group’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Group has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.

 

The Group’s business, financial condition and results of operations may also be negatively impacted by risks related to regional wars, geopolitical tensions, natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could potentially and significantly disrupt The Group’s operations.

  

Liquidity

 

The Company had an accumulated deficit of US$1,034,975 as of September 30, 2024 and a net loss of US$163,020 during the nine months ended September 30, 2024. However, in May 2023, Hongchang BVI received a cash injection of US$41,241,108 from shareholders via its subsidiary, Hongchang Food. On April 1, 2023, Hongchang Food secured an interest-free loan agreement with Zengqiang Lin, enabling it to access up to RMB60.0 million (approximately US$8.5 million) from April 1, 2023, to March 31, 2026. Consequently, the combination of the Company’s current cash reserves, the capital contributions received, and the loans from shareholders are anticipated to provide sufficient funds to carry out the Company’s planned operations through the next twelve months.

 

Concentration risks

 

Concentration of credit risk

 

Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash in bank and accounts receivable. The Group places its cash with financial institutions with high credit ratings and quality.

 

The Group conducts credit evaluations of customers, and generally does not require collateral or other security from its customers. The Group establishes an allowance for expected credit losses primarily based upon the factors surrounding the credit risk of specific customers.

 

Concentration of customers and suppliers

 

For the nine months ended September 30, 2024, one major client accounted for 25% of the Group’s total revenues, and two major suppliers accounted for 47% and 29% of the Group’s total procurement.

 

For the nine months ended September 30, 2023, two major clients accounted for 62% and 38% of The Group’s total revenues, and three major suppliers accounted for 38%,34% and 20% of the Group’s total procurement.

 

As of September 30, 2024, three major clients accounted for 57%, 12% and 11% of The Group’s total accounts receivable, three vendors accounted for 51%, 26% and 13% of the Group’s total account payable.

 

As of December 31, 2023, one major client accounted for 96% of the Group’s total accounts receivable, two vendors accounted for 81% and 15% of the Group’s total account payable.

 

Financial Statement Reclassification

 

Certain balances in the prior year unaudited condensed consolidated financial statements have been reclassified for comparison purposes to conform to the presentation in the current year unaudited condensed consolidated financial statements. These reclassifications had no effect on the reported results of operations or financial position.

 

Recent accounting pronouncements

 

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting: Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. Among other things, ASU 2023-07 requires a public entity to disclose, (1) on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, (2) on an annual and interim basis, an amount for other segment items (the difference between segment revenue less the significant expenses disclosed under the significant expense principle and each reported measure of segment profit or loss), including a description of its composition, (3) on an annual and interim basis, information about a reportable segment’s profit or loss and assets previously required to be disclosed only on an annual basis, and (4) the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and how to allocate resources. The new guidance also clarifies that if the CODM uses more than one measure of a segment’s profit or loss, one or more of those measures may be reported and requires that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this update and all existing segment disclosures. The ASU 2023-07 is effective for the current fiscal year 2024 annual reporting, and in the first quarter of 2025 for interim period reporting, with early adoption permitted. We do not expect the adoption of this accounting standard to have an impact on our unaudited condensed consolidated financial statements.

12

 

  

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Group is currently evaluating the potential impact of adopting this new guidance on its unaudited condensed consolidated financial statements and related disclosures.

 

Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited condensed consolidated financial statements upon adoption. The Group does not discuss recent pronouncements that are not anticipated to have an impact on, or are unrelated to, its consolidated financial condition, results of operations, cash flows or disclosures.

 

3. DISPOSITION OF SUBSIDIARIES

 

On September 3, 2024, Hongchang Supply Chain, the Company’s wholly owned subsidiary, sold 100% of the equity interest in Hongchang Agricultural to an unrelated individual third party for a total consideration of RMB 201,000. Hongchang Agricultural is not a significant subsidiary and the disposition of all of the equity interests in Hongchang Agricultural did not constitute a strategic shift that would have a major effect on the Company’s operations and financial results. As a result, the results of operations for Hongchang Agricultural were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements.” For the nine months ended September 30, 2024, the Company recognized $10 gain on the disposal of all of the interests in Hongchang Agricultural.

 

4. ACCOUNTS RECEIVABLE

 

Accounts receivable consisted of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Accounts receivable   291,266    742,851 
    291,266    742,851 

 

For the nine months ended September 30, 2024, and 2023, the Company had no allowance for expected credit losses for accounts receivable.

 

5. OTHER RECEIVALBE

 

Other receivable consisted of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Loans to third parties   
-
    1,079,127 
Others   57,846    27,447 
    57,846    1,106,574 

 

For the nine months ended September 30, 2024, and 2023, the Company had no allowance for expected credit losses for other receivable. 

 

Outstanding balances of loan to third parties consist of the following:

 

As of December 31, 2023  Balance   Maturity
Date
  Effective
Interest
Rate
   Collateral/Guarantee
   US$           
Sichuan Xiongji Construction Engineering Co., Ltd (Sichuan Xiongji)*   1,079,127   February 28,
2024
   3.00%  N/A
Total   1,079,127            

 

*Sichuan Xiongji is the general contractor of the Group’s industrial park currently under construction, and the Group provided loans to Sichuan Xiongji for construction capital turnover.

 

As of September 30, 2024, the outstanding balances of loans to third parties have been collected in full.

 

13

 

 

6. INVENTORIES

 

Inventories consisted of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Work in progress   32,403    
-
 
Finished goods   1,822,953    13,713 
    1,855,356    13,713 
Less: provision for impairment of inventories   
-
    
-
 
    1,855,356    13,713 

 

7. ADVANCE TO SUPPLIER

 

Advance to supplier consisted of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Advance to supplier   799,273    13,811 
Advance to supplier-related party   
 
    59,324 
    799,273    73,135 

  

8. OTHER CURRENT ASSETS

 

Other current assets consisted of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
VAT recoverable   978,518    1,039,421 
Deferred tax assets   83,095    65,858 
Prepaid Expenses   
-
    23,319 
    1,061,613    1,128,598 

 

9. PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Office equipment   21,672    3,381 
Accumulated depreciation   (2,367)   (188)
    19,305    3,193 

  

Depreciation expense was US$ 2,126 and US$nil for the nine months ended September 30, 2024, and 2023, respectively.

 

14

 

 

10. CONSTRUCTION-IN-PROGRESS

 

Construction-in-progress consisted of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Construction in progress   44,133,659    41,423,399 
    44,133,659    41,423,399 

 

Hongchang Food Industrial Park covers a site area of 108,000 square meters, with a floor area of about 130,000 square meters. Hongchang Food Industrial Park is still under construction and expected to complete construction by 2024.

 

11. INTANGIBLE ASSETS

 

Intangible assets consist of the following: 

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Purchased software   3,326    3,295 
Less: accumulated amortization   (333)   (82)
    2,993    3,213 

 

Amortization expenses for the Purchased software were US$243 and US$nil for the nine months ended September 30, 2024, and 2023. No impairment charge was recorded for the nine months ended September 30, 2024, and 2023, respectively.

 

    For the years ended December 31,  
    2024*     2025     2026     2027     2028     2029 and
thereafter
 
    US$     US$     US$     US$     US$     US$  
Amortization expenses     83       333       333       333       333       1578  

 

* For the three months ending December 31, 2024

 

12. LAND USE RIGHT, NET

 

Land use rights, net consist of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Land use rights   4,430,089    4,388,808 
Less: accumulated amortization   (339,720)   (270,707)
    4,090,369    4,118,101 

 

15

 

 

Amortization expenses for the land use rights were US$64,889, and US$59,602 for the nine months ended September 30, 2024, and 2023, respectively. No impairment charge was recorded for the nine months ended September 30, 2024, and 2023, respectively. The term is 50 years of the land use right and will terminate in 2070.

 

   For the years ended December 31, 
   2024*   2025   2026   2027   2028   2029 and
thereafter
 
   US$   US$   US$   US$   US$   US$ 
Amortization expenses   22,156    88,623    88,623    88,623    88,623    3,713,721 

 

*For the three months ending December 31, 2024

 

13. OTHER NON-CURRENT ASSTES

 

Other non-current assets consisted of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Advance payment for construction   9,492,501    706,920 
    9,492,501    706,920 

 

Advance payment for construction were US$9,492,501, and US$706,920 as of September 30, 2024 and December 31, 2023, respectively, which is advanced payment to Sichuan Xiongji for the construction of Hongchang Food Industrial Park.

  

14. ACCRUED EXPENSES AND OTHER LIABILITIES

 

Accrued expenses and other liabilities consisted of the following:

 

  

As of

 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Payroll and welfare payables   108,518    92,262 
Value-added tax and other taxes payable   2,245    239,543 
Others   9,028    54,000 
    119,791    385,805 

 

16

 

 

15. LONG TERM LOANS

 

Long-term loans represent the amounts due to various banks lasting over one year. Usually, long-term bank loans cannot be renewed with these banks upon maturity. The Group is in compliance with all long-term bank loan covenants. As of December 31, 2023, the Group had no loans. Beginning in 2024, the Group entered into five loan agreements, with outstanding loan balances as follows:

 

                      Effective      
                Maturity     Interest      
As of September 30, 2024         Balance     Date     Rate     Collateral/Guarantee
          US$                  
Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd.     1       2,281,207     16-Jan-34       5.25%     Construction in progress of the Hongchang Food Industrial Park
    2       2,566,358              
    3       998,028              
    4       285,151              
    5       356,439              
Total             6,487,183                    

 

The future maturities of long-term loans are as follows:

 

For the years ending December 31,  Principal 
Remainder of 2024  $
 
2025   76,991 
2026   142,575 
2027   142,575 
2028   273,745 
Thereafter   5,851,297 
   $6,487,183 
less: current portion  $38,495 
Non-current portion  $6,448,688 

 

The purposes of these long term loans are for the construction of Hongchang Food Industrial Park, the interest of these loans was capitalized in construction-in-progress, Interest capitalized in construction-in-progress was US$222,248 and US$nil for the nine months ended September 30, 2024 and 2023, respectively.

 

16. COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL

 

In January 2023, 100 shares of common stock of Hongchang BVI were allotted and issued to the controlling stockholders, of par value US$1.

 

As per the Reorganization described in Note 1(b) History and reorganization of the Group, the unaudited condensed consolidated financial statements were prepared as if the 100 shares had been in existence since the beginning of the periods presented. As per the Reverse merger described in Note 1(c), in the “Unaudited Condensed Consolidated Statements of Stockholder’s Equity”, the 100 shares of the legal subsidiary (the accounting acquirer) was restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition.

 

In preparation of the Merger Transactions, the following transactions were undertaken to reorganize the legal structure of Operating Entity (“Reorganization”). On January 13, 2023, Mr. Zengqiang Lin and Ms. Zhenzhu Lin, the existing stockholders of Fuqing Hongchang Food Co., Ltd (“Hongchang Food”) established two wholly-owned subsidiaries (“BVI-1” and “BVI-2”) in British Virgin Island, respectively. On January 18, 2023, Hong Chang Global Investment Holdings Limited (“Hongchang BVI”) was then incorporated by BVI-1 and BVI-2 which held 70% and 30% equity interest of Hongchang BVI, respectively. On February 6, 2023, Hongchang BVI incorporated a wholly-owned subsidiary, Hong Chang Biotechnologies (HK) Limited (“Hongchang HK”). On February 28, 2023, Hongchang HK incorporated a wholly-owned subsidiary, Fujian Hongjin Biotechnology Co., Ltd. (“WFOE”) in the People’s Republic of China (“PRC”). WFOE then purchased the total equity interest of Hongchang Food. After the Reorganization, Mr. Zengqiang Lin and Ms. Zhenzhu Lin hold 70% and 30% equity interest of Hongchang Food through WFOE, respectively. As all the entities involved in the process of the Reorganization are under common ownership of Hongchang Food’s stockholders before and after the Reorganization, the Reorganization is accounted for in a manner similar to a pooling of interests with the assets and liabilities of the parties to the Reorganization carried over at their historical amounts. Therefore, the unaudited condensed consolidated financial statements were prepared as if the 100 shares had been in existence since the beginning of the periods presented.

 

17

 

 

On August 21, 2023, HYBT entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Hongchang BVI and Hongchang BVI’s stockholders, Zengqiang Investment Limited, a business company incorporated in the BVI, and Hong Jin Investment Limited, a business company incorporated in the BVI (the “Selling Stockholders” and each a “Selling Stockholder”), in relation to the acquisition of Hongchang BVI by HYBT (the “Hongchang Acquisition”). Zengqiang Investment Limited is wholly-owned by Mr. Zengqiang Lin and Hong Jin Investment Limited is wholly-owned by Ms. Zhenzhu Lin. Mr. Zengqiang Lin has been a director of HYBT since February 17, 2023, and Ms. Zhenzhu Lin is the sister of Mr. Zengqiang Lin. In accordance with the terms of the Share Exchange Agreement, the Selling Stockholders sold and transferred 100 shares of Hongchang BVI, constituting all of the issued and outstanding share capital of Hongchang BVI, to HYBT in exchange for an aggregate of 415,582,375 new shares of HYBT’s common stock (the “Consideration Shares”), of which 353,322,843 shares were issued to Zengqiang Investment Limited and 62,259,532 shares were issued to Hong Jin Investment Limited. Therefore, in the “Unaudited Condensed Consolidated Statements of Stockholders’ Equity”, the 100 shares of the legal subsidiary (the accounting acquirer) were restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition.

 

In May 2023, Hongchang BVI received US$41,241,108 cash contribution from stockholders through its subsidiary Hongchang Food.

 

On September 1, 2023, upon closing the Merger, 100 shares of Hongchang BVI par value US$1.00, constituting all of the issued and outstanding share capital of Hongchang BVI, were exchanged for the right to receive 415,582,375 shares of common stock of the Company, par value US$0.001.

 

17. RELATED PARTY TRANSACTIONS

 

  (a) Related parties

 

The principal related parties with which the Group had transactions during the years presented are as follows:

 

Names of related parties  Relationship with The Group
Zengqiang Lin  The principal stockholder and director of the Company
Fuqing Xinhongbo Trading Co., Ltd. (“Xinhongbo”)  An entity controlled by the principal stockholder of the Company
Fuqing Changhong Agricultural Products Supply Chain Co. Ltd.(“Changhong”)  An entity controlled by the principal stockholder of the Company
Zhenzhu Lin  The principal stockholder of the Company
Fujian Xindefu Agricultural Products Co., Ltd.(“Xindefu”)  Non-controlling shareholder of Hongfu Food
Xiuhua Zhou  Owner of Xindefu

 

  (b) Other than disclosed elsewhere, the Group had the following significant related party transactions for the nine months ended September 30, 2024 and 2023:

 

   For nine months ended
September 30,
 
   2024   2023 
   US$   US$ 
Proceeds from loans from related parties:        
-Zengqiang Lin   4,742,348    1,792,987 
-Zhenzhu Lin   1,684,201    
-
 
-Xiuhua Zhou   1,516,760    
-
 
    7,943,309    1,792,987 
           
Repayment of a loan from a related party:          
-Zengqiang Lin   (1,787,216)   (2,660,425)
-Zhenzhu Lin   (626,355)   - 
    (2,413,571)   (2,660,425)
           
Refunds from a related party          
-Xinhongbo   58,460    
-
 
-Changhong   139    
-
 
    58,599      
           
Capital contribution to Hongchang Food:          
-Zengqiang Lin   
-
    41,241,108 
           
Sales of goods:          
-Fujian Xindefu Agricultural Products Co., Ltd.   1,352    
-
 
           
Procurement of goods:          
-Fujian Xindefu Agricultural Products Co., Ltd.   268,552    
-
 
           
Procurement of service:          
-Fujian Xindefu Agricultural Products Co., Ltd.   198,436    
-
 

 

18

 

 

  (c) The Group had the following related party balances as of September 30, 2024 and December 31, 2023:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Advance to supplier-related party        
-Xinhongbo   
-
    59,324 
Amount due from a related party          
-Changhong   
-
    141 
           
Accounts payable-related party          
-Fujian Xindefu Agricultural Products Co., Ltd.   182,514    
-
 
           
Amounts due to related parties:          
-Zengqiang Lin   9,762,405    6,682,959 
-Zhenzhu Lin   1,083,573    
-
 
-Xiuhua Zhou   1,553,650    
-
 

  

All balances with the related parties as of September 30, 2024 and December 31, 2023 were unsecured, interest-free and had no fixed terms of repayments except for the following:

 

On April 1, 2023, Hongchang Food entered into an interest-free loan agreement with Zengqiang Lin to obtain aggregate maximum loans of up to RMB60.0 million (US$8.6 million) for the period from April 1, 2023 to March 31, 2026.

 

On May 16, 2024, Hongfu Food entered into an interest-free loan agreement with Zhenzhu Lin to obtain aggregate maximum loans of up to RMB30.0 million (US$4.3 million) for the period from May 16, 2024 to May 15, 2027.

 

On May 30, 2024, Hongfu Food entered into an interest-free loan agreement with Xiuhua Zhou to obtain aggregate maximum loans of up to RMB20.0 million (US$2.9 million) for the period from May 30, 2024 to May 29, 2027.

 

18. COMMITMENTS AND CONTINGENCIES

 

As of September 30, 2024, the Group has entered into several contracts for construction of the Hongchang Food Industrial Park and the improvement of Industrial Buildings. Total outstanding commitments under these contracts were US$13,087,649 and US$23,698,063 as of September 30, 2024 and December 31, 2023, respectively. The Group expected to pay off all the balances within 1-3 years.

 

19. SUBSEQUENT EVENTS

 

Management has reviewed the Group’s operations for potential disclosure or financial statement impacts related to events occurring after September 30, 2024 through the date the release of the unaudited condensed consolidated financial statements contained in this quarterly report on From 10-Q were issued. Based on such evaluation, there were no additional subsequent event disclosures or financial statement impacts related to events occurring after September 30, 2024 that warranted adjustment to or disclosure in these unaudited condensed consolidated financial statement except disclosed below.

 

On October 23, 2024, the Company entered a sale-leaseback contract with Chailease International Finance Co., LTD (“Chailease”). According to the contract, the Company sold its machines for a total price of RMB4,039,280 (approximately US$718,000) and immediately leased them back from Chailease for a period of 36 months, from October 25, 2024 to October 25, 2027. The cost of the relevant equipment is approximately RMB1.73 million (approximately US$248,000), which has been accounted for in the other non-current assets.

 

19

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis of financial condition and results of operations relates to the operations and financial condition reported in our unaudited condensed consolidated financial statements, which appear elsewhere in this Report, and should be read in conjunction with such financial statements and related notes included in this Report. Except for the historical information contained herein, the following discussion, as well as other information in this Report, contain “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the “safe harbor” created by those sections. Actual results and the timing of the events may differ materially from those contained in these forward-looking statements due to many factors, including those discussed in the “Forward-Looking Statements” set forth elsewhere in this Report.

 

Overview

 

Hongchang International Co., Ltd (the “Company”, formerly known as Heyu Biological Technology Corporation) was incorporated in the state of Nevada on May 18, 1987.

 

Hongchang Global Investment Holdings Limited (“Hongchang BVI”)) was incorporated in British Virgin Island under the laws of the British Virgin Islands in January 2023. Fuqing Hongchang Food Co., Ltd. (“Hongchang Food”, or the “Operating Entity”) was established in September 2017, and primarily engages in the construction of and investment in Hongchang Food Industrial Park project. Its main asset is its investment in the food industrial park, which was obtained by bidding in September 2020 and is currently under construction. Upon completion of such project, Hongchang Food will undertake the operation of the food industry park as the leader, and aim to drive the business of food trade, meat processing, and end retail. Our goal is to establish a complete industry chain for meat products and develop an innovative business model with core competitiveness in this traditional industry to ensure stable and sustainable profit growth. Hongchang Food has commenced limited sales operations in 2023, starting from May 2024, and established a meat processing and trade business, during which revenue has been recognized. Hongchang Food Industrial Park is part of the third batch of key projects in Fujian Province, PRC, and is located adjacent to the Taiwan Strait in Fujian province, PRC, in the Fuqing Functional Zone of Fuzhou New District, in the Yuanhong Investment Zone, which is jointly developed by the PRC and Indonesia.

 

On September 4, 2023, the Company completed the merger and other related transactions (the “Merger Transactions”) with Hongchang BVI, as a result of which Hongchang BVI became a wholly-owned subsidiary of the Company and the Company assumed and began conducting the principal business of Hongchang Food. 

 

Results of Operations

 

Comparison of the Nine Months Ended September 30, 2024 and 2023

 

The following chart provides a summary of our results of operations for the nine months ended September 30, 2024 and 2023:

 

   Nine months ended
September 30,
 
   2024   2023 
Net revenue  $2,820,710   $78,204 
Cost of revenue   2,672,132    104,430 
Gross profit loss   148,578    (26,226)
Total operating expenses   (327,589)   (381,579)
Loss from operations   (179,011)   (407,805)
Total other income (expense)   4,411    19,196 
Loss before income taxes   (174,600)   (388,609)
Income tax benefit (expense)   11,580    (3,826)
Net loss  $(163,020)  $(392,435)
Basic net loss per share  $(0.00)  $(0.00)

 

20

 

 

Revenue

 

Our business is in its early stages, revenue represents the sales of goods supplied to customers, and sales are primarily driven by the demand from customers. The growth of our revenue will be primarily driven by increasing our product variety, expanding the distribution network, both in China and overseas and the initiation of other projects or business lines in the future. Revenue is influenced by potential competitors entering the market, economic conditions, pricing, inflation, product diversification, and customer consumption habits. We generated revenue of US$2,820,710 for the nine months ended September 30, 2024, representing an increase of approximately 3,506.86% compared to US$78,204 for the same period of 2023. This substantial increase was mainly because we have established a subsidiary, Hongfu Food, which primarily engaged in meat processing and trade, particularly in customized processed meat for customers starting from the second quarter of 2024. We began market trial operations in the first quarter of 2023, and until the first nine months of 2024, we have increased our business lines and achieved a significant increase in business revenue. Ensure that revenue and costs are within a reasonable range of market operations.

 

Cost of revenue

 

Cost of revenues represents costs and expenses directly attributable to the purchase of our products sold and delivered, and direct labor costs. Cost of revenues were US$2,672,132 for the nine months ended September 30, 2024, representing an increase of approximately 2,458.78% compared to US$104,430 for the same period of 2023. The increase in cost of revenues was primarily due to our subsidiary, Hongfu food, beginning food production and distribution and we recognized related costs including purchase price of products, shipping and handling expenses and related costs. We have been operating since the beginning of 2023, continuously accumulating industry experience and adjusting our strategic plans according to market changes over the course of this period.

 

Gross profit and margin

 

Gross profit is the difference between revenue and cost of revenue. Our cost of revenue mainly includes purchasing raw material and prepackaged products. The supply and prices of our products may be influenced by various factors, including product types, seasonal fluctuations, demand, and macroeconomic environment. Due to the increase in the prices of our suppliers’ goods, we may not be able to raise prices to compensate for the increased costs, which will have a negative impact on our business results and profitability. We believe that if our strategic business development plan can proceed smoothly, we will collaborate with more suppliers to expand our product supply range and establish mature procurement plans to control costs.

 

Gross margin is gross profit divided by revenue. Gross margin is a measure used by management to indicate whether we are selling products at an appropriate gross profit. Our gross margin is influenced by product prices, product combinations, availability, and discounts, as some products typically offer higher gross profit margins, as well as the impact of our product costs, which may vary. At present, we offer competitive prices to attract and retain customers. In the future, as we grow, we will launch diversified products and competitive services to increase market share. We regularly evaluate the profitability of its products. As our business activities started in 2023 and till now, we are still at an early stage, we had a gross profit of US$148,578 and gross loss of US$26,226 for the nine months ended September 30, 2024 and 2023 respectively.

 

Operating expenses

 

Our operating expenses consist of sales and marketing expenses and general and administrative expenses, which primarily include payroll, employee benefit expenses and bonus expenses, promotion and advertising expenses, and other facility related costs, such as utilities, and depreciation.

 

21

 

 

General and administrative expenses

 

We incurred general and administrative expenses of US$326,016 for the nine months ended September 30, 2024, representing a decrease of approximately 14.56% as compared to US$381,579 in the same period of 2023, respectively. The decrease in general and administrative expenses was mainly due to the decrease in professional fees paid to third parties.

 

Income tax benefit

 

We incurred income tax benefit of US$11,580 and income tax expense of US$3,826 for the nine months ended September 30, 2024 and 2023, respectively.

 

Net loss

 

As a result of the foregoing, we reported a net loss of US$163,020 and US$392,435 for the nine months ended September 30, 2024 and 2023 respectively.

 

Comparison of the Three Months Ended September 30, 2024 and 2023

 

The following chart provides a summary of our results of operations for the three months ended September 30, 2024 and 2023:

 

   Three months ended
September 30,
 
   2024   2023 
Net revenue  $820,608   $51,397 
Cost of revenue   770,472    62,955 
Gross profit (loss)   50,136    (11,558)
Total operating expenses   (102,824)   (137,193)
Loss from operations   (52,688)   (148,751)
Total other income (expense)   2,496    8,084 
Loss before income taxes   (50,192)   (140,667)
Income tax benefit (expense)   5,421    (3,826)
Net loss  $(44,771)  $(144,493)
Basic net loss per share  $(0.00)  $(0.00)

 

Revenue

 

Our business is in its early stages, revenue represents the sales of goods supplied to customers, and sales are primarily driven by the demand from customers. Our revenue growth will mainly be achieved through improving the layout of the industrial chain, increasing the operation of the food industry park, conducting comprehensive and group based operations in food trade, meat processing, and retail sales. Revenue is influenced by potential competitors entering the market, economic conditions, pricing, inflation, product diversification, and customer consumption habits. We generated revenue of US$820,608 for the three months ended September 30, 2024, representing an increase of approximately 1,496.61% compared to US$51,397 for the same period of 2023. This significant increase was mainly because we have established a subsidiary, Hongfu Food, which primarily engaged in meat processing and trade, mainly customized processed meat for customers starting from the second quarter of 2024.

 

Cost of revenue

 

Cost of revenues represents costs and expenses directly attributable to the purchase of our products sold and delivered, and direct labor costs. Cost of revenues was US$770,472 for the three months ended September 30, 2024, representing an increase of approximately 1,123.85% compared to US$62,955 for the same period of 2023. The increase in cost of revenues was primarily due to our subsidiary, Hongfu food, beginning food production and distribution and we recognized related costs including purchase price of products, shipping and handling expenses and related costs.

 

22

 

 

Gross profit and margin

 

Gross profit is the difference between revenue and cost of revenue. Our cost of revenue mainly includes purchasing raw material and prepackaged products. The supply and prices of our products may be influenced by various factors, including product types, seasonal fluctuations, demand, and macroeconomic environment. Due to the increase in the prices of our suppliers’ goods, we may not be able to raise prices to compensate for the increased costs, which will have a negative impact on our business results and profitability. We believe that if our strategic business development plan can proceed smoothly, we will collaborate with more suppliers to expand our product supply range and establish mature procurement plans to control costs.

 

Gross margin is gross profit divided by revenue. Gross margin is a measure used by management to indicate whether we are selling products at an appropriate gross profit. Our gross margin is influenced by product prices, product combinations, availability, and discounts, as some products typically offer higher gross profit margins, as well as the impact of our product costs, which may vary. At present, we offer competitive prices to attract and retain customers. In the future, as we grow, we will launch diversified products and competitive services to increase market share. We regularly evaluate the profitability of its products. As our business activities started in 2023 and till now, we are still at an early stage, we had a gross profit of US$50,136 and gross loss of US$11,558 for the three months ended September 30, 2024 and 2023 respectively.

 

Operating expenses

 

Our operating expenses consist of sales and marketing expenses and general and administrative expenses, which primarily include payroll, employee benefit expenses and bonus expenses, promotion and advertising expenses, and other facility related costs, such as utilities, and depreciation.

 

General and administrative expenses

 

We incurred general and administrative expenses of US$101,442 for the three months ended September 30, 2024, representing a decrease of approximately 26.06% compared to US$137,193 in the same period of 2023, respectively. The decrease in general and administrative expenses was mainly due to the decrease in professional fees paid to third parties and lower general office expenses.

 

Income tax benefit

 

We incurred income tax benefit of US$5,421 and income tax expense of US$3,826 for the three months ended September 30, 2024 and 2023, respectively.

 

Net loss

 

As a result of the foregoing, we reported a net loss of US$44,771 and US$144,493 for the three months ended September 30, 2024 and 2023 respectively.

 

23

 

 

Liquidity and Capital Resources

 

The following chart provides a summary of our key balance sheet items as of September 30, 2024 and December 31, 2023, and should be read in conjunction with the financial statements, and notes thereto, included with this Report at Item 1, above.

 

   As of
September 30,
2024
   As of
December 31,
2023
 
Cash  $307,049   $895,730 
Accounts receivables, net  $291,266   $742,851 
Inventories  $1,855,356   $13,713 
Other receivables, net  $57,846   $1,106,574 
Advance to supplier  $799,273   $13,811 
Other current assets  $1,061,613   $1,128,598 
Total current assets  $4,372,403   $3,960,742 
Property and equipment, net  $

19,305

   $

3,193

 
Construction-in-progress  $44,133,659   $41,423,399 
Land use right, net  $4,090,369   $4,118,101 
Other non-current assets  $

9,492,501

   $

706,920

 
Total assets  $62,111,230   $50,215,568 
Accounts payable-construction in progress  $16,239   $18,493 
Total current liabilities  $542,440   $1,055,203 
Long term loans  $6,448,688   $- 
Amounts due to a related party  $12,399,628   $6,682,959 
Total non-current liabilities  $20,856,491   $8,672,422 
Total liabilities  $21,398,931   $9,727,625 
Total stockholders’ equity  $40,712,299   $40,487,943 

 

As of September 30, 2024, we had US$307,049 in cash, as compared to US$895,730 as of December 31, 2023. As we started our business operation in 2023 and are still at an early stage, we have been relying on directors’ loans, capital contribution and bank loans to finance our daily operation and construction in progress.

 

As of September 30, 2024, our construction in progress balance amounted to approximately US$44,133,659, as compared to US$41,423,399 as of December 31, 2023. This reflects the construction progress of our Hongchang Food Industrial Park.

 

Capital Expenditure Commitment as of September 30, 2024

 

As of September 30, 2024, the Company has entered into several contracts for construction of the Hongchang Food Industrial Park and the improvement of Industrial Buildings. Total outstanding commitments under these contracts were US$13,087,649 and US$23,698,063 as of September 30, 2024, and December 31, 2023, respectively. The Company expected to pay off all the balances within 1-3 years.

 

Off Balance Sheet Arrangements

 

We did not have any off-balance sheet arrangements as of September 30, 2024, and December 31, 2023.

 

The following table sets forth a summary of our cash flows for the periods presented:

 

   For nine months ended
September 30,
 
   2024   2023 
   US$   US$ 
Net cash (used in) provided by operating activities  $(2,675,911)  $777,143 
Net cash used in investing activities  $(9,769,913)  $(41,407,175)
Net cash provided by financing activities  $11,862,891   $40,373,670 
Effect of foreign exchange on cash, cash  $(5,748)  $1,116,340 
Net (decrease) increase in cash  $(588,681)  $859,978 
Cash at the beginning of the period  $895,730   $3,141 
Cash at the end of the period  $307,049   $863,119 

 

24

 

 

Operating activities

  

Net cash used in operating activities for the nine months ended September 30, 2024 was US$2,675,911, which primarily reflected our net loss of US$163,020 as mainly adjusted for (i) decrease in accounts receivable of US$447,683; (ii) increase in inventories of US$1,797,790, (iii) increase in advance to supplier of US$794,470, partially offset by (i) decrease in accounts payable of US$489,264 and (ii) decrease in accrued expenses and other payables of US$263,138.

 

Net cash provided by operating activities for the nine months ended September 30, 2023 was US$777,143, which primarily reflected our net loss of US$392,435 as mainly adjusted for the increase in other current assets of US$862,632, and offset by the increase in deferred subsidies of US$2,003,319.

 

Investing activities

 

Net cash used in investing activities for the nine months ended September 30, 2024 and 2023 was US$9,769,913 and US$41,407,175, mainly attributable to purchase of property and equipment.

 

Financing activities

 

Net cash provided by financing activities for the nine months ended September 30, 2024 was US$11,862,891, primarily due to (i) proceeds from long term loans of US$6,333,153 and (ii) proceeds from loans from related parties of US$7,943,309 and repayments of a loan from a related party US$2,413,571.

 

Net cash provided by financing activities for the nine months ended September 30, 2023 was US$40,373,670, primarily due to (i) capital contributions made by stockholders of US$41,241,108 and (ii) proceeds from a loan from a related party of US$1,792,987 and repayments of a loan from a related party US$2,660,425.

 

Critical Accounting Policies Involving Critical Accounting Estimates

 

The discussion and analysis of our Group’s financial condition and results of operations are based upon our Group’s unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP in a consistent manner. The preparation of these financial statements requires the selection and application of accounting policies. Further, the application of U.S. GAAP requires our Group to make estimates and judgments about future events that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosures. On an ongoing basis, our Group evaluate its estimates, including those discussed below. Our Group bases its estimates on historical experience, current trends and various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

 

Actual results may differ from these estimates under different assumptions or conditions. Our Group believes it is possible that other professionals, applying reasonable judgment to the same set of facts and circumstances, could develop and support a range of alternative estimated amounts. Our Group believes that it has appropriately applied its critical accounting policies. However, in the event that inappropriate assumptions or methods were used relating to the critical accounting policies below, our Group’s consolidated statements of operations could be misstated.

 

25

 

 

A detailed summary of significant accounting policies is summarized below:

 

Use of estimates

 

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenue and expenses during the reported period in the unaudited condensed consolidated financial statements and accompanying notes. Significant accounting estimates reflected in our Group’s unaudited condensed consolidated financial statements mainly include, but are not limited to, assessment for impairment of long-lived assets, valuation of deferred tax assets and current expected credit loss of receivables. Actual results could differ from those estimates.

 

Construction-in-progress

 

Property and equipment that are purchased or constructed which require a period of time before the assets are ready for their intended use are accounted for as construction-in-progress. Construction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress is transferred to specific property and equipment accounts and commences depreciation when these assets are ready for their intended use.

 

Land use right, net

 

The land use rights represent the operating lease prepayments for the rights to use the land in the PRC. Amortization of the prepayments is provided on a straight-line basis over the terms of the respective land use rights certificates.

 

Revenue recognition

 

The Group adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customer. To determine revenue recognition for contracts with customers, The Group performs the following five steps:

 

Step 1: Identify the contract with the customer

 

Step 2: Identify the performance obligations in the contract

 

Step 3: Determine the transaction price

 

Step 4: Allocate the transaction price to the performance obligations in the contract

 

Step 5: Recognize revenue when the Group satisfies a performance obligation

 

The Group generates revenue from food trading business.

 

The Group enters into contracts with their customers to provide food, mainly frozen pork. All of the Group’s contracts have single performance obligation as the promise is to transfer the goods to customers, and there are no other separately identifiable promises in the contracts. The Group recognizes revenue when it transfers its goods to customers in an amount that reflects the consideration to which the Group expects to be entitled in such exchange. The Group accounts for the revenue generated from sales of its products to its customers on a gross basis, because the Group is acting as a principal in these transactions, is subject to inventory risk, has latitude in establishing prices, and is responsible for fulfilling the promise to provide customers the specified goods. The Group’s revenue is recognized at a point in time when the control has been transferred, usually when the customer accepts the goods.

 

26

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Management has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), as of the end of the period covered by this Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were not effective as a result of a material weakness primarily related to a lack of a sufficient number of personnel with appropriate training and experience in accounting principles generally accepted in the United States of America, or U.S. GAAP. In the future, we intend to hire more personnel with sufficient training and experience in U.S. GAAP. 

 

Changes in Internal Control over Financial Reporting

 

There was no change in our internal control over financial reporting that occurred during the quarterly period ended September 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 

 

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

 

27

 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently no legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition, or operating results. 

 

ITEM 1A. RISK FACTORS

 

Smaller reporting companies are not required to provide the information required by this item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

There were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors. No insider trading arrangements and policies (such as Rule 10b5–1 trading arrangements) have been entered into by the directors and officers of the Company. 

 

28

 

 

ITEM 6. – EXHIBITS

 

Exhibit   Exhibit Description
31.1*   Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*   Certification pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**   Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*   Inline XBRL Instance Document.
101.SCH*   Inline XBRL Taxonomy Extension Schema Document.
101.CAL*   Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*   Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*   Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*   Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

 

*Filed herewith.
**In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act.

 

29

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  Hongchang International Co., Ltd
     
Dated: November 13, 2024 By: /s/ Zengqiang Lin
  Name: Zengqiang Lin
  Title: Chief Executive Officer and
Chief Financial Officer
(Duly Authorized Officer,
Principal Executive Officer and
Principal Financial Officer)

 

 

30

 

 

 

 

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Exhibit 31.1

 

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Zengqiang Lin, certify that:

 

I have reviewed this report on Form 10-Q of Hongchang International Co., Ltd;

 

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15I and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a)All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: November 13, 2024 By: /s/ Zengqiang Lin
  Name:  Zengqiang Lin
  Title: Director, Chief Executive Officer, and President (Principal Executive Officer)

 

Exhibit 31.2

 

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Zengqiang Lin, certify that:

 

I have reviewed this report on Form 10-Q of Hongchang International Co., Ltd;

 

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15I and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

 

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a)All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: November 13, 2024 By: /s/ Zengqiang Lin
  Name:  Zengqiang Lin
  Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned hereby certifies, in his capacity as an officer of Hongchang International Co., Ltd (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

 

(1)The Quarterly Report of the Company on Form 10-Q for the quarter ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

 

Dated: November 13, 2024 By: /s/ Zengqiang Lin
  Name:  Zengqiang Lin
  Title:

Director, Chief Executive Officer, and President

(Principal Executive Officer)

 

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of a separate disclosure document.

 

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned hereby certifies, in his capacity as an officer of Hongchang International Co., Ltd (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

 

(1)The Quarterly Report of the Company on Form 10-Q for the quarter ended September 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: November 13, 2024 By: /s/ Zengqiang Lin
  Name:  Zengqiang Lin
  Title:

Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

 

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of a separate disclosure document.

 

 

 

 

v3.24.3
Cover - shares
9 Months Ended
Sep. 30, 2024
Nov. 13, 2024
Document Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Amendment Flag false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Entity Information [Line Items]    
Entity Registrant Name Hongchang International Co., Ltd  
Entity Central Index Key 0001086303  
Entity File Number 000-26731  
Entity Tax Identification Number 87-0627910  
Entity Incorporation, State or Country Code NV  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Shell Company false  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Contact Personnel [Line Items]    
Entity Address, Address Line One Block 20  
Entity Address, Address Line Two Hongchang Food Co., Ltd., Yuanhong Investment Zone  
Entity Address, Address Line Three Donggao Village  
Entity Address, City or Town Fuzhou City  
Entity Address, Country CN  
Entity Address, Postal Zip Code 350300  
Entity Phone Fax Numbers [Line Items]    
City Area Code (86)  
Local Phone Number 180 5901 6050  
Entity Listings [Line Items]    
Title of 12(b) Security None  
No Trading Symbol Flag true  
Entity Common Stock, Shares Outstanding   518,831,367
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current assets:    
Cash $ 307,049 $ 895,730
Accounts receivable, net 291,266 742,851
Other receivable, net 57,846 1,106,574
Inventories, net 1,855,356 13,713
Advance to supplier 799,273 13,811
Other current assets 1,061,613 1,128,598
Total current assets 4,372,403 3,960,742
Non-current assets:    
Property and equipment, net 19,305 3,193
Construction-in-progress 44,133,659 41,423,399
Intangible assets, net 2,993 3,213
Land use right, net 4,090,369 4,118,101
Other non-current assets 9,492,501 706,920
Total non-current assets 57,738,827 46,254,826
Total assets 62,111,230 50,215,568
Current liabilities:    
Long-term bank loans -current portion 38,495
Accounts payable 155,864 650,905
Accounts payable-construction in progress 16,239 18,493
Advances from customers 29,537
Accrued expenses and other liabilities 119,791 385,805
Total current liabilities 542,440 1,055,203
Non-current liabilities    
Deferred subsidies 2,008,175 1,989,463
Long term loans 6,448,688
Total non-current liabilities 20,856,491 8,672,422
Total liabilities 21,398,931 9,727,625
Commitments and contingencies
Stockholders’ equity:    
Common stock (US$0.001 par value; 2,000,000,000 shares authorized; 518,831,367 and 518,831,367 issued and outstanding as of September 30, 2024 and December 31, 2023, respectively) 518,831 518,831
Additional paid-in capital 39,905,228 39,905,228
Accumulated deficit (1,034,975) (812,539)
Accumulated other comprehensive income 1,262,357 876,423
Total Hongchang International Co., Ltd’s stockholders’ equity 40,651,441 40,487,943
Non-controlling interests 60,858
Total equity 40,712,299 40,487,943
Total liabilities and equity 62,111,230 50,215,568
Related Party    
Current assets:    
Amount due from a related party 141
Advance to supplier-related party 59,324
Current liabilities:    
Accounts payable-related party 182,514
Non-current liabilities    
Amounts due to related parties $ 12,399,628 $ 6,682,959
v3.24.3
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value (in Dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 2,000,000,000 2,000,000,000
Common stock, shares issued 518,831,367 518,831,367
Common stock, shares outstanding 518,831,367 518,831,367
v3.24.3
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Net revenue: $ 820,608 $ 51,397 $ 2,820,710 $ 78,204
Cost of revenue 770,472 62,955 2,672,132 104,430
Gross (profit) loss 50,136 (11,558) 148,578 (26,226)
Sales and marketing expenses (1,382) (1,573)
General and administrative expenses (101,442) (137,193) (326,016) (381,579)
Total operating expenses (102,824) (137,193) (327,589) (381,579)
Operating loss (52,688) (148,751) (179,011) (407,805)
Interest income 177 453 1,082 924
Other income 2,328 7,630 3,484 18,309
Other expenses (9) 1 (155) (37)
Loss before income taxes (50,192) (140,667) (174,600) (388,609)
Income tax benefit (expense) 5,421 (3,826) 11,580 (3,826)
Net loss (44,771) (144,493) (163,020) (392,435)
Less: net income attributable to non-controlling interests 16,289 59,413
Net loss attributable to Hongchang International Co., Ltd’s common stockholders (61,060) (144,493) (222,433) (392,435)
Comprehensive loss net of tax:        
Net loss (44,771) (144,493) (163,020) (392,435)
Foreign currency translation difference net of tax 1,456,463 (463,178) 387,376 (356,177)
Total comprehensive income(loss) 1,411,692 (607,671) 224,356 (748,612)
Less: comprehensive income attributable to non-controlling interest 18,132 60,858
Comprehensive loss attributable to Hongchang International Co., Ltd’s common stockholders $ 1,393,560 $ (607,671) $ 163,498 $ (748,612)
Loss per share:        
Loss per share Common stock - basic (in Dollars per share) $ 0 $ 0 $ 0 $ 0
Loss per share Common stock - diluted (in Dollars per share) $ 0 $ 0 $ 0 $ 0
Weighted average shares outstanding used in calculating basic and diluted loss per share:        
Weighted average shares outstanding Common stock - basic (in Shares) 518,831,367 449,998,706 518,831,367 449,998,706
Weighted average shares outstanding Common stock - diluted (in Shares) 518,831,367 449,998,706 518,831,367 449,998,706
v3.24.3
Condensed Consolidated Statements of Changes In Stockholders’ Equity - USD ($)
Ordinary Shares
Subscription Receivable
Additional Paid-in Capital
Accumulated Deficit
Accumulated other comprehensive income (loss)
Total Hongchang International Co., Ltd stockholder’ equity
Non- controlling interests
Total
Balance at Dec. 31, 2022 $ 415,582 $ (415,582) $ (433,745) $ 15,092 $ (418,653)   $ (418,653)
Balance (in Shares) at Dec. 31, 2022 415,582,375              
Net loss (392,435)   (392,435)   (392,435)
Foreign currency translation adjustment (356,177) (356,177)   (356,177)
Contribution from shareholder 415,582 40,825,526 41,241,108   41,241,108
Deemed issuance of share upon the Merger transaction $ 103,249 (920,298) (817,049)   (817,049)
Deemed issuance of share upon the Merger transaction (in Shares) 103,248,992              
Balance at Sep. 30, 2023 $ 518,831 39,905,228 (826,180) (341,085) 39,256,794   39,256,794
Balance (in Shares) at Sep. 30, 2023 518,831,367              
Balance at Dec. 31, 2023 $ 518,831 39,905,228 (812,542) 876,426 40,487,943   $ 40,487,943
Balance (in Shares) at Dec. 31, 2023 518,831,367             518,831,367
Net loss (222,433)   (222,433) $ 59,413 $ (163,020)
Foreign currency translation adjustment 385,931 385,931 1,445 387,376
Balance at Sep. 30, 2024 $ 518,831 $ 39,905,228 $ (1,034,975) $ 1,262,357 $ 40,651,441 $ 60,858 $ 40,712,299
Balance (in Shares) at Sep. 30, 2024 518,831,367             518,831,367
v3.24.3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (163,020) $ (392,435)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:    
Depreciation and amortization 67,258 59,602
Accrued interest income derived from loan to third party (18,026)
Gain on disposal of a subsidiary (10)
Deferred tax benefit (16,222)
Changes in operating assets and liabilities:    
Accounts receivable 447,683 (14)
Inventories (1,797,790) (26,405)
Advance to supplier (794,470)
Advance to supplier-related party 58,460
Other receivable (24,395)
Other current assets 91,981 (862,632)
Accounts payable (489,264)
Accounts payable-related party 178,180
Accrued expenses and other payables (263,138) 2,821
Advance from customers 28,836 10,913
Deferred subsidies 2,003,319
Net cash (used in) provided by operating activities (2,675,911) 777,143
CASH FLOWS FROM INVESTING ACTIVITIES    
Purchases of property and equipment (10,856,228) (40,391,648)
Repayments from a related party 139
Repayments from a third party 1,086,307
Cash disposed on disposal of a subsidiary (131)  
Loan to a third party (1,015,527)
Net cash used in investing activities (9,769,913) (41,407,175)
CASH FLOWS FROM FINANCING ACTIVITIES    
Capital contribution by stockholders 41,241,108
Proceeds from long term loans 6,333,153
Repayments of a loan from a related party (2,413,571) (2,660,425)
Proceeds from loans from related parties 7,943,309 1,792,987
Net cash provided by financing activities 11,862,891 40,373,670
Effect of exchange rate changes (5,748) 1,116,340
Net (decrease) increase in cash (588,681) 859,978
Cash at beginning of period 895,730 3,141
Cash at end of period 307,049 863,119
Supplemental disclosure of cash flow information    
Interest paid 208,243
Interest capitalized 222,248
Supplemental disclosure of non-cash transactions    
Other receivable from disposal of a subsidiary $ 27,924
v3.24.3
Organization
9 Months Ended
Sep. 30, 2024
Organization [Abstract]  
ORGANIZATION

1. ORGANIZATION

 

(a) Nature of operations

 

Hongchang International Co., Ltd (the “Company”) was incorporated in the state of Nevada on May 18, 1987. The Company is a holding company.

 

On September 4, 2023, Heyu Biological Technology Corporation (“HYBT”), the Company’s predecessor, completed the merger and other related transactions (the “Merger Transactions”) with Hongchang Global Investment Holdings Limited (“Hongchang BVI”), as a result of which Hongchang BVI became a wholly-owned subsidiary of HYBT and HYBT assumed and began conducting the principal business of Hongchang BVI. The name of the Company was changed from “Heyu Biological Technology Corporation” to “Hongchang International Co., Ltd.” (HCIL).

 

The “Group” means (i) prior to the completion of the Reorganization, Hongchang BVI and its subsidiaries that engage in businesses of food trade and biotechnology in China (ii) upon and after completion of the Merger Transactions, the Company and its subsidiaries that engage in businesses of food trade and meat processing in China.

 

(b) History and reorganization of the Group

 

In preparation of the Merger Transactions, the following transactions were undertaken to reorganize the legal structure of Operating Entity (“Reorganization”). On January 13, 2023, Mr. Zengqiang Lin and Ms. Zhenzhu Lin, the existing stockholders of Fuqing Hongchang Food Co., Ltd (“Hongchang Food”) established two wholly-owned subsidiaries (“BVI-1” and “BVI-2”) in British Virgin Island, respectively. On January 18, 2023, Hong Chang Global Investment Holdings Limited (“Hongchang BVI”) was then incorporated by BVI-1 and BVI-2 which held 70% and 30% equity interest of Hongchang BVI, respectively. On February 6, 2023, Hongchang BVI incorporated a wholly-owned subsidiary, Hong Chang Biotechnologies (HK) Limited (“Hongchang HK”). On February 28, 2023, Hongchang HK incorporated a wholly-owned subsidiary, Fujian Hongjin Biotechnology Co., Ltd. (“WFOE”) in the People’s Republic of China (“PRC”). WFOE then purchased the total equity interest of Hongchang Food. After the Reorganization, Mr. Zengqiang Lin and Ms. Zhenzhu Lin hold 70% and 30% equity interest of Hongchang Food through WFOE, respectively. As all the entities involved in the process of the Reorganization are under common ownership of Hongchang Food’s stockholders before and after the Reorganization, the Reorganization is accounted for in a manner similar to a pooling of interests with the assets and liabilities of the parties to the Reorganization carried over at their historical amounts. Therefore, the accompanying unaudited condensed consolidated financial statements were prepared as if the corporate structure of the Group had been in existence since the beginning of the periods presented.

 

(c) Reverse merger

 

On August 21, 2023, HYBT entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Hongchang BVI and Hongchang BVI’s stockholders, Zengqiang Investment Limited, a business company incorporated in the BVI, and Hong Jin Investment Limited, a business company incorporated in the BVI (the “Selling Stockholders” and each a “Selling Stockholder”), in relation to the acquisition of Hongchang BVI by HYBT (the “Hongchang Acquisition”). Zengqiang Investment Limited is wholly-owned by Mr. Zengqiang Lin and Hong Jin Investment Limited is wholly-owned by Ms. Zhenzhu Lin. Mr. Zengqiang Lin has been a director of HYBT since February 17, 2023, and Ms. Zhenzhu Lin is the sister of Mr. Zengqiang Lin. In accordance with the terms of the Share Exchange Agreement, the Selling Stockholders sold and transferred 100 shares of Hongchang BVI, constituting all of the issued and outstanding share capital of Hongchang BVI, to HYBT in exchange for an aggregate of 415,582,375 new shares of HYBT’s common stock (the “Consideration Shares”), of which 353,322,843 shares were issued to Zengqiang Investment Limited and 62,259,532 shares were issued to Hong Jin Investment Limited.

  

Immediately following the closing of the Hongchang Acquisition, HYBT had a total of 518,831,367 issued and outstanding shares of common stock. The 415,582,375 Consideration Shares constitute 80.1% of its enlarged share capital following the closing of the Hongchang Acquisition. The exchange consideration for the Hongchang Acquisition was determined on an arms’ length basis based on our valuation of Hongchang BVI and its subsidiaries and its assets.

 

As HYBT, the legal acquirer and accounting acquiree, does not meet the definition of a business, management concluded that the Merger should be accounted for as a continuation of the financial statements of Hongchang BVI (the legal subsidiary), together with a deemed issue of shares and a re-capitalization of the equity of Hongchang BVI. Hongchang BVI is the continuing entity and is deemed to have issued shares in exchange for the identifiable net assets held by HYBT together with the listing status of HYBT. Management concluded that September 4, 2023 is the acquisition date of the Merger.

 

Upon the completion of the reverse merger, the Company has set up a few new subsidiaries: Fujian Hongchang Global Food Co., Ltd (“Hongchang Global Food”), Fuqing Hongchang Global Import & Export Co., Ltd (“Hongchang Import & Export”), Fuqing Hongchang Global Supply Chain Co., Ltd (“Hongchang Supply Chain”), and Hongchang Global (Fuqing City) Agricultural Technology Development Co., Ltd (“Hongchang Agricultural”) in order for the company to develop different businesses. As of the date of this report, these subsidiaries have not generated significant revenue.

  

In May 2024, the Company set up a new subsidiary Hongfu Food (Fujian) Co., Ltd (“Hongfu Food”), which is mainly engaged in the initial processing of agricultural products, specializing in pork segmentation and trade. Hongfu Food purchasing pork as raw materials and processing or dividing them into various finished products according to customer needs, or through secondary segmentation into various specifications of packed finished products.

 

Based on above transactions, the accompanying unaudited condensed consolidated financial statements reflect the activities of each of the following entities:

 

Entity   Place of
incorporation
  Percentage of
direct or indirect
ownership
by the Company
  Principal activities
Subsidiaries:            
Hong Chang Global Investment Holdings Limited (Hongchang BVI)   British Virgin Island   100%   Investment holding
Hong Chang Biotechnologies (HK) Limited (Hongchang HK)   Hong Kong   100%   Investment holding
Fujian Hongjin Biotechnology Co., Ltd. (WFOE)   PRC   100%   Provision of technical and consultation services
Fuqing Hongchang Food Co., Ltd (Hongchang Food)   PRC   100%   Provision of Food Industry Park operation, food trade and meat processing
Fujian Hongchang Global Food Co., Ltd (“Hongchang Global Food”)   PRC   100%   Provision of food trade
Fuqing Hongchang Global Import & Export Co., Ltd (“Hongchang Import&Export”)   PRC   100%   Provision of food trade
Fuqing Hongchang Global Supply Chain Co., Ltd (“Hongchang Supply Chain”)   PRC   100%   Provision of food trade
Hongchang Global (Fuqing City) Agricultural Technology Development Co., Ltd (“Hongchang Agricultural”)   PRC   100%, disposed on September 3, 2024   Provision of food trade and biotechnology
Hongfu Food (Fujian) Co., Ltd (“Hongfu Food”)   PRC   51%   Provision of food trade and meat processing
v3.24.3
Summary of Significant Accounting Policies
9 Months Ended
Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of presentation

 

The unaudited condensed consolidated financial statements include the accounts of the Group and its subsidiaries and have been prepared in accordance with U.S. GAAP and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as its annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Group’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2024, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation.

 

Through the Reorganization, the Company became the holding company of the companies now comprising the Group. Accordingly, for the purpose of preparing the unaudited condensed consolidated financial statements of the Group, the Company is considered as the holding company of the companies now comprising the Group throughout the reporting period. Through the Reorganization, the Company became the holding company of the contributed businesses now comprising the Group, which were under the common control of the controlling stockholder before and after the Reorganization. Accordingly, the financial statements were prepared on a consolidated basis by applying the principles of the pooling of interest method as if the Reorganization had been completed at the date when contributed business first came under the control of the controlling party. The unaudited condensed consolidated statements of operations and comprehensive income(loss), changes in equity and cash flows of the Group included the results and cash flows of all companies now comprising the Group from the earliest date presented or since the date when the subsidiaries and/or businesses first came under the common control of the controlling stockholder, whenever the period is shorter.

 

Principles of consolidation

 

The accompanying unaudited condensed consolidated financial statements of the Company include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

 

Use of estimates

 

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenue and expenses during the reported period in the unaudited condensed consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s unaudited condensed consolidated financial statements mainly include, but are not limited to, assessment for impairment of long-lived assets, valuation of deferred tax assets, current expected credit loss of receivables, and valuation of inventory and advance.

 

Management bases the estimates on historical experience and on various other assumptions as discussed elsewhere to the unaudited condensed consolidated financial statements that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. On an ongoing basis, management evaluates its estimates based on information that is currently available. Changes in circumstances, facts and experience may cause the Group to revise its estimates. Changes in estimates are recorded in the period in which they become known. Actual results could materially differ from these estimates.

 

Foreign Currency

 

The Group’s principal country of operations is the PRC. The accompanying unaudited condensed consolidated financial statements are presented in US$. The functional currency of the Company is US$, and the functional currency of the Company’s subsidiaries is RMB. The unaudited condensed consolidated financial statements are translated into US$ from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The resulting translation adjustments are recorded as a component of stockholders’ equity included in other comprehensive income. Gains and losses from foreign currency transactions are included in profit or loss.

 

   As of 
   September 30,
2024
   December 31,
2023
 
US$: RMB exchange rate   7.0138    7.0798 

 

  

For the nine months ended

September 30

 
   2024   2023 
US$: RMB exchange rate   7.1844    7.0308 

 

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

 

Cash

 

Cash consists of cash on hand and cash in bank, which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use. The Group maintains cash with various financial institutions primarily in mainland China. Deposit insurance system in China only insured each depositor at one bank for a maximum of approximately US$70,000 (RMB 500,000). The amount in excess of the insurance as of September 30, 2024, was approximately $155,359, the Group has not experienced any losses in bank accounts.

 

Accounts receivable and allowance for credit losses

 

Accounts receivable are stated at the historical carrying amount net of allowance for expected credit losses. The Group adopted ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments” on January 1, 2023 using a modified retrospective approach. The Group also adopted this guidance to other receivables. To estimate expected credit losses, The Group has identified the relevant risk characteristics of its customers and the related receivables. The Group considers past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors) and changes in the Group’s customer collection trends. The allowance for credit losses and corresponding receivables were written off when they are determined to be uncollectible.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. Cost of inventory is determined using the weighted average cost method. The Group records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, historical experience and application of the specific identification method.

 

Property and equipment, net

 

Property and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over their estimated useful lives on a straight-line basis.

 

Category   Estimated
useful
life
Equipment   3 years

 

Construction-in-progress

 

Property and equipment that are purchased or constructed which require a period of time before the assets are ready for their intended use are accounted for as construction-in-progress. Construction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress is transferred to specific property and equipment accounts and commences depreciation when these assets are ready for their intended use.

 

Capitalized Interest

 

Interest incurred during and directly related to construction-in-progress is capitalized to the related property under construction during the active construction period, which generally commences when borrowings are used to acquire assets of construction-in-progress and ends when the properties are substantially complete or the property becomes inactive. Interest is capitalized based on the interest rate applicable to specific borrowings or the weighted average of the rates applicable to other borrowings during the period. All other interest is expensed as incurred. For the nine months ended September 30, 2024 and 2023, the total interest capitalized in the construction-in-progress was US$222,248 and US$nil, respectively.

 

Intangible assets

 

Intangible assets are carried at cost less accumulated amortization and impairment, if any. Intangible assets are amortized using the straight-line method over the estimated useful lives. The estimated useful lives of amortized intangible assets are reassessed if circumstances occur that indicate the original estimated useful lives have changed.

 

Category   Estimated
useful
life
Purchased software   10 years

  

Land use right, net

 

The land use rights represent the operating lease prepayments for the rights to use the land in the PRC. Amortization of the prepayments is provided on a straight-line basis over the terms of the respective land use rights certificates.

 

Impairment of long-lived assets other than goodwill

 

Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment by comparing carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, The Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Impairment charge recognized for the nine months ended September 30, 2024 and 2023 was US$nil and US$nil, respectively.

 

Fair value of financial instruments

 

Fair value is defined as the price that would be received from selling an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Group considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

 

Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

 

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

 

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

Level 2 — Other inputs that are directly or indirectly observable in the marketplace.

 

Level 3 — Unobservable inputs which are supported by little or no market activity.

 

Financial assets and liabilities of the Group primarily consist of cash, accounts receivable, amounts due from related party, other receivables, accounts payables, accounts payable-related party, accounts payables - construction in progress and accrued expenses and other liabilities. As of September 30, 2024 and December 31, 2023, the carrying values of these financial assets and liabilities approximate their fair values due to the short-term nature.

 

Revenue recognition

 

The Group adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customer. To determine revenue recognition for contracts with customers, the Group performs the following five steps:

 

  Step 1: Identify the contract with the customer

 

  Step 2: Identify the performance obligations in the contract

 

  Step 3: Determine the transaction price

 

  Step 4: Allocate the transaction price to the performance obligations in the contract

 

  Step 5: Recognize revenue when The Group satisfies a performance obligation

 

The Group generates revenue from food trading business.

 

The Group enters into contract with their customers to provide food, mainly frozen pork. All of the Group’s contracts have single performance obligation as the promise is to transfer the goods to customers, and there are no other separately identifiable promises in the contracts. The Group recognizes revenue when it transfers its goods to customers in an amount that reflects the consideration to which The Group expects to be entitled in such exchange. The Group accounts for the revenue generated from sales of its products to its customers on a gross basis, because the Group is acting as a principal in these transactions, is subject to inventory risk, has latitude in establishing prices, and is responsible for fulfilling the promise to provide customers the specified goods. The Group’s revenue is recognized at a point in time when the control has been transferred, usually when the customer accepts the goods.

 

Cost of revenue

 

Costs of revenues consist primarily of purchase price of products, shipping and handling expenses from supplier to the Group and related costs, which are directly attributable to products. Write-down of inventories is also recorded in cost of sales, if any. Shipping and handling costs incurred to transport goods to customers are expensed in the periods incurred and are included in cost of revenues. The Group accounts for shipping and handling expenses as fulfillment costs because shipping and handling activities occur before the customers obtain control of the goods. Shipping and handling expenses amounted to US$19,578 and US$nil for the nine months ended September 30, 2024 and 2023, respectively.

 

Sales and marketing expenses

 

Sales and marketing expenses consist primarily of travelling expenses, marketing conference expenses, advertising expenses and salaries and other compensation-related expenses for sales and marketing personnel. The Group expenses all advertising costs as incurred. Advertising costs amounted to US$nil and US$nil for the nine months ended September 30, 2024 and 2023, respectively.

 

General and administrative expenses

 

General and administrative expenses consist primarily of salaries and benefits for employees involved in general corporate functions, amortization of land use right, legal and other professional services fees, rental and other general corporate related expenses.

  

Government Subsidies

 

Government subsidies are recognized when there is reasonable assurance that the subsidy will be received and all attaching conditions will be complied with. When the subsidy relates to an expense item, it is recognized as income over the periods necessary to match the subsidy on a systematic basis to the costs that it is intended to compensate. Where the subsidy relates to an asset, it is recognized as deferred subsidies and is released to the statement of operations over the expected useful life in a consistent manner with the depreciation method for the relevant asset. Total government subsidies recorded in the deferred subsidies were US$2,008,175 and US$1,989,463 as of September 30, 2024 and December 31, 2023, respectively.

 

Value-added taxes

 

Sales revenue represents the invoiced value of goods, net of VAT. The applicable VAT rate was 13% or 9% (depending on the type of goods involved) for products sold in the PRC. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded as VAT payable if output VAT is larger than input VAT and is recorded as VAT recoverable if input VAT is larger than output VAT. All of the VAT returns filed by the Group’s subsidiaries in China, have been and remain subject to examination by the tax authorities.

 

Income taxes

 

Current income taxes are recorded in accordance with the regulations of the relevant tax jurisdiction. The Group accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Tax, (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the tax consequences attributable to differences between carrying amounts of existing assets and liabilities in the financial statements and their respective tax basis, and operating loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in the unaudited condensed consolidated statements of operations and comprehensive income(loss) in the period of change. Valuation allowances are established when necessary to reduce the amount of deferred tax assets if it is considered more likely than not that amount of the deferred tax assets will not be realized.

 

The Group records liabilities related to uncertain tax positions when, despite the Group’s belief that the Group’s tax return positions are supportable, the Group believes that it is more likely than not that those positions may not be fully sustained upon review by tax authorities. Accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense. The Group did not recognize uncertain tax positions as of September 30, 2024 and December 31, 2023.

 

Related party transactions

 

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

 

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature.

 

Earnings per share

 

The Group calculates earnings per share in accordance with ASC Topic 260 “Earnings per Share.” Basic earnings per share is computed by dividing the net income by the weighted average number of common stock outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common stock that would have been outstanding if the potential common stock equivalents had been issued and if the additional common stock were dilutive. On September 4, 2023, the Group completed its reorganization whereby Hongchang BVI’s stockholders received 415,582,375 shares in exchange for all the share capital of Hongchang BVI, which is reflected retroactively to December 31, 2021 and will be utilized for calculating earnings per share in all prior periods. The per share amounts have been updated to show the effect of the exchange on earnings per share as if the exchange occurred at the beginning of both periods for the unaudited condensed consolidated financial statements of the Group. The impact of the stock exchange is also shown on the Group’s Condensed Consolidated Statements of Changes in Stockholders’ Equity.

 

Before the reorganization, Hongchang Food depended on loans from stockholders for the construction of the Hongchang Food Industrial Park and its daily operations. These were recorded as loans from related parties. In May 2023, Hongchang Food reached an agreement with a stockholder to convert an outstanding loan balance of US$41,241,108 into a capital contribution. The company then recalculated the weighted average number of common stocks outstanding during the period, based on the timing of the cash inflows from the stockholder loans.

 

Comprehensive income

 

The Group applies ASC 220, Comprehensive Income (“ASC 220”), with respect to reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is defined to include all changes in equity of the Group during a period arising from transactions and other event and circumstances except those resulting from investments by stockholders and distributions to stockholders. For the nine months ended September 30, 2024 and 2023, the Group’s comprehensive income(loss) includes net income(loss) and other comprehensive income(loss).

 

Segment reporting

 

ASC 280, Segment Reporting, (“ASC 280”), establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, our chief operating decision maker (“CODM”) has been identified as our Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. As a whole and hence, we have only one reportable segment. We do not distinguish between markets or segments for the purpose of internal reporting. As our long-lived assets are substantially located in the PRC, no geographical segments are presented.

Uncertainty and risks

 

Political, social and economic risks

 

The Group has substantial operations in China through its PRC subsidiaries. Accordingly, the Group’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Group’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Group has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.

 

The Group’s business, financial condition and results of operations may also be negatively impacted by risks related to regional wars, geopolitical tensions, natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could potentially and significantly disrupt The Group’s operations.

  

Liquidity

 

The Company had an accumulated deficit of US$1,034,975 as of September 30, 2024 and a net loss of US$163,020 during the nine months ended September 30, 2024. However, in May 2023, Hongchang BVI received a cash injection of US$41,241,108 from shareholders via its subsidiary, Hongchang Food. On April 1, 2023, Hongchang Food secured an interest-free loan agreement with Zengqiang Lin, enabling it to access up to RMB60.0 million (approximately US$8.5 million) from April 1, 2023, to March 31, 2026. Consequently, the combination of the Company’s current cash reserves, the capital contributions received, and the loans from shareholders are anticipated to provide sufficient funds to carry out the Company’s planned operations through the next twelve months.

 

Concentration risks

 

Concentration of credit risk

 

Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash in bank and accounts receivable. The Group places its cash with financial institutions with high credit ratings and quality.

 

The Group conducts credit evaluations of customers, and generally does not require collateral or other security from its customers. The Group establishes an allowance for expected credit losses primarily based upon the factors surrounding the credit risk of specific customers.

 

Concentration of customers and suppliers

 

For the nine months ended September 30, 2024, one major client accounted for 25% of the Group’s total revenues, and two major suppliers accounted for 47% and 29% of the Group’s total procurement.

 

For the nine months ended September 30, 2023, two major clients accounted for 62% and 38% of The Group’s total revenues, and three major suppliers accounted for 38%,34% and 20% of the Group’s total procurement.

 

As of September 30, 2024, three major clients accounted for 57%, 12% and 11% of The Group’s total accounts receivable, three vendors accounted for 51%, 26% and 13% of the Group’s total account payable.

 

As of December 31, 2023, one major client accounted for 96% of the Group’s total accounts receivable, two vendors accounted for 81% and 15% of the Group’s total account payable.

 

Financial Statement Reclassification

 

Certain balances in the prior year unaudited condensed consolidated financial statements have been reclassified for comparison purposes to conform to the presentation in the current year unaudited condensed consolidated financial statements. These reclassifications had no effect on the reported results of operations or financial position.

 

Recent accounting pronouncements

 

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting: Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. Among other things, ASU 2023-07 requires a public entity to disclose, (1) on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, (2) on an annual and interim basis, an amount for other segment items (the difference between segment revenue less the significant expenses disclosed under the significant expense principle and each reported measure of segment profit or loss), including a description of its composition, (3) on an annual and interim basis, information about a reportable segment’s profit or loss and assets previously required to be disclosed only on an annual basis, and (4) the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and how to allocate resources. The new guidance also clarifies that if the CODM uses more than one measure of a segment’s profit or loss, one or more of those measures may be reported and requires that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this update and all existing segment disclosures. The ASU 2023-07 is effective for the current fiscal year 2024 annual reporting, and in the first quarter of 2025 for interim period reporting, with early adoption permitted. We do not expect the adoption of this accounting standard to have an impact on our unaudited condensed consolidated financial statements.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Group is currently evaluating the potential impact of adopting this new guidance on its unaudited condensed consolidated financial statements and related disclosures.

 

Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited condensed consolidated financial statements upon adoption. The Group does not discuss recent pronouncements that are not anticipated to have an impact on, or are unrelated to, its consolidated financial condition, results of operations, cash flows or disclosures.

v3.24.3
Disposition of Subsidiaries
9 Months Ended
Sep. 30, 2024
Disposition of Subsidiaries [Abstract]  
DISPOSITION OF SUBSIDIARIES

3. DISPOSITION OF SUBSIDIARIES

 

On September 3, 2024, Hongchang Supply Chain, the Company’s wholly owned subsidiary, sold 100% of the equity interest in Hongchang Agricultural to an unrelated individual third party for a total consideration of RMB 201,000. Hongchang Agricultural is not a significant subsidiary and the disposition of all of the equity interests in Hongchang Agricultural did not constitute a strategic shift that would have a major effect on the Company’s operations and financial results. As a result, the results of operations for Hongchang Agricultural were not reported as discontinued operations under the guidance of ASC 205 “Presentation of Financial Statements.” For the nine months ended September 30, 2024, the Company recognized $10 gain on the disposal of all of the interests in Hongchang Agricultural.

v3.24.3
Accounts Receivable
9 Months Ended
Sep. 30, 2024
Accounts Receivable [Abstract]  
ACCOUNTS RECEIVABLE

4. ACCOUNTS RECEIVABLE

 

Accounts receivable consisted of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Accounts receivable   291,266    742,851 
    291,266    742,851 

 

For the nine months ended September 30, 2024, and 2023, the Company had no allowance for expected credit losses for accounts receivable.

v3.24.3
Other Receivalbe
9 Months Ended
Sep. 30, 2024
Other Receivable [Abstract]  
OTHER RECEIVALBE

5. OTHER RECEIVALBE

 

Other receivable consisted of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Loans to third parties   
-
    1,079,127 
Others   57,846    27,447 
    57,846    1,106,574 

 

For the nine months ended September 30, 2024, and 2023, the Company had no allowance for expected credit losses for other receivable. 

 

Outstanding balances of loan to third parties consist of the following:

 

As of December 31, 2023  Balance   Maturity
Date
  Effective
Interest
Rate
   Collateral/Guarantee
   US$           
Sichuan Xiongji Construction Engineering Co., Ltd (Sichuan Xiongji)*   1,079,127   February 28,
2024
   3.00%  N/A
Total   1,079,127            

 

*Sichuan Xiongji is the general contractor of the Group’s industrial park currently under construction, and the Group provided loans to Sichuan Xiongji for construction capital turnover.

 

As of September 30, 2024, the outstanding balances of loans to third parties have been collected in full.

v3.24.3
Inventories
9 Months Ended
Sep. 30, 2024
Inventories [Abstract]  
INVENTORIES

6. INVENTORIES

 

Inventories consisted of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Work in progress   32,403    
-
 
Finished goods   1,822,953    13,713 
    1,855,356    13,713 
Less: provision for impairment of inventories   
-
    
-
 
    1,855,356    13,713 
v3.24.3
Advance to Supplier
9 Months Ended
Sep. 30, 2024
Advance to Supplier [Abstract]  
ADVANCE TO SUPPLIER

7. ADVANCE TO SUPPLIER

 

Advance to supplier consisted of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Advance to supplier   799,273    13,811 
Advance to supplier-related party   
 
    59,324 
    799,273    73,135 
v3.24.3
Other Current Assets
9 Months Ended
Sep. 30, 2024
Other Current Assets [Abstract]  
OTHER CURRENT ASSETS

8. OTHER CURRENT ASSETS

 

Other current assets consisted of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
VAT recoverable   978,518    1,039,421 
Deferred tax assets   83,095    65,858 
Prepaid Expenses   
-
    23,319 
    1,061,613    1,128,598 
v3.24.3
Property and Equipment
9 Months Ended
Sep. 30, 2024
Property and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

9. PROPERTY AND EQUIPMENT

 

Property and equipment consisted of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Office equipment   21,672    3,381 
Accumulated depreciation   (2,367)   (188)
    19,305    3,193 

  

Depreciation expense was US$ 2,126 and US$nil for the nine months ended September 30, 2024, and 2023, respectively.

v3.24.3
Construction-In-Progress
9 Months Ended
Sep. 30, 2024
Construction-In-Progress [Abstract]  
CONSTRUCTION-IN-PROGRESS

10. CONSTRUCTION-IN-PROGRESS

 

Construction-in-progress consisted of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Construction in progress   44,133,659    41,423,399 
    44,133,659    41,423,399 

 

Hongchang Food Industrial Park covers a site area of 108,000 square meters, with a floor area of about 130,000 square meters. Hongchang Food Industrial Park is still under construction and expected to complete construction by 2024.

v3.24.3
Intangible Assets
9 Months Ended
Sep. 30, 2024
Intangible Assets [Abstract]  
INTANGIBLE ASSETS

11. INTANGIBLE ASSETS

 

Intangible assets consist of the following: 

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Purchased software   3,326    3,295 
Less: accumulated amortization   (333)   (82)
    2,993    3,213 

 

Amortization expenses for the Purchased software were US$243 and US$nil for the nine months ended September 30, 2024, and 2023. No impairment charge was recorded for the nine months ended September 30, 2024, and 2023, respectively.

 

    For the years ended December 31,  
    2024*     2025     2026     2027     2028     2029 and
thereafter
 
    US$     US$     US$     US$     US$     US$  
Amortization expenses     83       333       333       333       333       1578  

 

* For the three months ending December 31, 2024
v3.24.3
Land Use Right, Net
9 Months Ended
Sep. 30, 2024
Land Use Right, Net [Abstract]  
LAND USE RIGHT, NET

12. LAND USE RIGHT, NET

 

Land use rights, net consist of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Land use rights   4,430,089    4,388,808 
Less: accumulated amortization   (339,720)   (270,707)
    4,090,369    4,118,101 

 

Amortization expenses for the land use rights were US$64,889, and US$59,602 for the nine months ended September 30, 2024, and 2023, respectively. No impairment charge was recorded for the nine months ended September 30, 2024, and 2023, respectively. The term is 50 years of the land use right and will terminate in 2070.

 

   For the years ended December 31, 
   2024*   2025   2026   2027   2028   2029 and
thereafter
 
   US$   US$   US$   US$   US$   US$ 
Amortization expenses   22,156    88,623    88,623    88,623    88,623    3,713,721 

 

*For the three months ending December 31, 2024
v3.24.3
Other Non-Current Assets
9 Months Ended
Sep. 30, 2024
Other Non-Current Assets [Abstract]  
OTHER NON-CURRENT ASSTES

13. OTHER NON-CURRENT ASSTES

 

Other non-current assets consisted of the following:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Advance payment for construction   9,492,501    706,920 
    9,492,501    706,920 

 

Advance payment for construction were US$9,492,501, and US$706,920 as of September 30, 2024 and December 31, 2023, respectively, which is advanced payment to Sichuan Xiongji for the construction of Hongchang Food Industrial Park.

v3.24.3
Accrued Expenses and Other Liabilities
9 Months Ended
Sep. 30, 2024
Accrued Expenses and Other Liabilities [Abstract]  
ACCRUED EXPENSES AND OTHER LIABILITIES

14. ACCRUED EXPENSES AND OTHER LIABILITIES

 

Accrued expenses and other liabilities consisted of the following:

 

  

As of

 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Payroll and welfare payables   108,518    92,262 
Value-added tax and other taxes payable   2,245    239,543 
Others   9,028    54,000 
    119,791    385,805 
v3.24.3
Long Term Loans
9 Months Ended
Sep. 30, 2024
Long Term Loans [Abstract]  
LONG TERM LOANS

15. LONG TERM LOANS

 

Long-term loans represent the amounts due to various banks lasting over one year. Usually, long-term bank loans cannot be renewed with these banks upon maturity. The Group is in compliance with all long-term bank loan covenants. As of December 31, 2023, the Group had no loans. Beginning in 2024, the Group entered into five loan agreements, with outstanding loan balances as follows:

 

                      Effective      
                Maturity     Interest      
As of September 30, 2024         Balance     Date     Rate     Collateral/Guarantee
          US$                  
Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd.     1       2,281,207     16-Jan-34       5.25%     Construction in progress of the Hongchang Food Industrial Park
    2       2,566,358              
    3       998,028              
    4       285,151              
    5       356,439              
Total             6,487,183                    

 

The future maturities of long-term loans are as follows:

 

For the years ending December 31,  Principal 
Remainder of 2024  $
 
2025   76,991 
2026   142,575 
2027   142,575 
2028   273,745 
Thereafter   5,851,297 
   $6,487,183 
less: current portion  $38,495 
Non-current portion  $6,448,688 

 

The purposes of these long term loans are for the construction of Hongchang Food Industrial Park, the interest of these loans was capitalized in construction-in-progress, Interest capitalized in construction-in-progress was US$222,248 and US$nil for the nine months ended September 30, 2024 and 2023, respectively.

v3.24.3
Common Stock and Additional Paid-in Capital
9 Months Ended
Sep. 30, 2024
Common Stock and Additional Paid-in Capital [Abstract]  
COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL

16. COMMON STOCK AND ADDITIONAL PAID-IN CAPITAL

 

In January 2023, 100 shares of common stock of Hongchang BVI were allotted and issued to the controlling stockholders, of par value US$1.

 

As per the Reorganization described in Note 1(b) History and reorganization of the Group, the unaudited condensed consolidated financial statements were prepared as if the 100 shares had been in existence since the beginning of the periods presented. As per the Reverse merger described in Note 1(c), in the “Unaudited Condensed Consolidated Statements of Stockholder’s Equity”, the 100 shares of the legal subsidiary (the accounting acquirer) was restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition.

 

In preparation of the Merger Transactions, the following transactions were undertaken to reorganize the legal structure of Operating Entity (“Reorganization”). On January 13, 2023, Mr. Zengqiang Lin and Ms. Zhenzhu Lin, the existing stockholders of Fuqing Hongchang Food Co., Ltd (“Hongchang Food”) established two wholly-owned subsidiaries (“BVI-1” and “BVI-2”) in British Virgin Island, respectively. On January 18, 2023, Hong Chang Global Investment Holdings Limited (“Hongchang BVI”) was then incorporated by BVI-1 and BVI-2 which held 70% and 30% equity interest of Hongchang BVI, respectively. On February 6, 2023, Hongchang BVI incorporated a wholly-owned subsidiary, Hong Chang Biotechnologies (HK) Limited (“Hongchang HK”). On February 28, 2023, Hongchang HK incorporated a wholly-owned subsidiary, Fujian Hongjin Biotechnology Co., Ltd. (“WFOE”) in the People’s Republic of China (“PRC”). WFOE then purchased the total equity interest of Hongchang Food. After the Reorganization, Mr. Zengqiang Lin and Ms. Zhenzhu Lin hold 70% and 30% equity interest of Hongchang Food through WFOE, respectively. As all the entities involved in the process of the Reorganization are under common ownership of Hongchang Food’s stockholders before and after the Reorganization, the Reorganization is accounted for in a manner similar to a pooling of interests with the assets and liabilities of the parties to the Reorganization carried over at their historical amounts. Therefore, the unaudited condensed consolidated financial statements were prepared as if the 100 shares had been in existence since the beginning of the periods presented.

 

On August 21, 2023, HYBT entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Hongchang BVI and Hongchang BVI’s stockholders, Zengqiang Investment Limited, a business company incorporated in the BVI, and Hong Jin Investment Limited, a business company incorporated in the BVI (the “Selling Stockholders” and each a “Selling Stockholder”), in relation to the acquisition of Hongchang BVI by HYBT (the “Hongchang Acquisition”). Zengqiang Investment Limited is wholly-owned by Mr. Zengqiang Lin and Hong Jin Investment Limited is wholly-owned by Ms. Zhenzhu Lin. Mr. Zengqiang Lin has been a director of HYBT since February 17, 2023, and Ms. Zhenzhu Lin is the sister of Mr. Zengqiang Lin. In accordance with the terms of the Share Exchange Agreement, the Selling Stockholders sold and transferred 100 shares of Hongchang BVI, constituting all of the issued and outstanding share capital of Hongchang BVI, to HYBT in exchange for an aggregate of 415,582,375 new shares of HYBT’s common stock (the “Consideration Shares”), of which 353,322,843 shares were issued to Zengqiang Investment Limited and 62,259,532 shares were issued to Hong Jin Investment Limited. Therefore, in the “Unaudited Condensed Consolidated Statements of Stockholders’ Equity”, the 100 shares of the legal subsidiary (the accounting acquirer) were restated using the exchange ratio established in the acquisition agreement to reflect the number of shares of the legal parent (the accounting acquiree) issued in the reverse acquisition.

 

In May 2023, Hongchang BVI received US$41,241,108 cash contribution from stockholders through its subsidiary Hongchang Food.

 

On September 1, 2023, upon closing the Merger, 100 shares of Hongchang BVI par value US$1.00, constituting all of the issued and outstanding share capital of Hongchang BVI, were exchanged for the right to receive 415,582,375 shares of common stock of the Company, par value US$0.001.

v3.24.3
Related Party Transactions
9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

17. RELATED PARTY TRANSACTIONS

 

  (a) Related parties

 

The principal related parties with which the Group had transactions during the years presented are as follows:

 

Names of related parties  Relationship with The Group
Zengqiang Lin  The principal stockholder and director of the Company
Fuqing Xinhongbo Trading Co., Ltd. (“Xinhongbo”)  An entity controlled by the principal stockholder of the Company
Fuqing Changhong Agricultural Products Supply Chain Co. Ltd.(“Changhong”)  An entity controlled by the principal stockholder of the Company
Zhenzhu Lin  The principal stockholder of the Company
Fujian Xindefu Agricultural Products Co., Ltd.(“Xindefu”)  Non-controlling shareholder of Hongfu Food
Xiuhua Zhou  Owner of Xindefu

 

  (b) Other than disclosed elsewhere, the Group had the following significant related party transactions for the nine months ended September 30, 2024 and 2023:

 

   For nine months ended
September 30,
 
   2024   2023 
   US$   US$ 
Proceeds from loans from related parties:        
-Zengqiang Lin   4,742,348    1,792,987 
-Zhenzhu Lin   1,684,201    
-
 
-Xiuhua Zhou   1,516,760    
-
 
    7,943,309    1,792,987 
           
Repayment of a loan from a related party:          
-Zengqiang Lin   (1,787,216)   (2,660,425)
-Zhenzhu Lin   (626,355)   - 
    (2,413,571)   (2,660,425)
           
Refunds from a related party          
-Xinhongbo   58,460    
-
 
-Changhong   139    
-
 
    58,599      
           
Capital contribution to Hongchang Food:          
-Zengqiang Lin   
-
    41,241,108 
           
Sales of goods:          
-Fujian Xindefu Agricultural Products Co., Ltd.   1,352    
-
 
           
Procurement of goods:          
-Fujian Xindefu Agricultural Products Co., Ltd.   268,552    
-
 
           
Procurement of service:          
-Fujian Xindefu Agricultural Products Co., Ltd.   198,436    
-
 

 

  (c) The Group had the following related party balances as of September 30, 2024 and December 31, 2023:

 

   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Advance to supplier-related party        
-Xinhongbo   
-
    59,324 
Amount due from a related party          
-Changhong   
-
    141 
           
Accounts payable-related party          
-Fujian Xindefu Agricultural Products Co., Ltd.   182,514    
-
 
           
Amounts due to related parties:          
-Zengqiang Lin   9,762,405    6,682,959 
-Zhenzhu Lin   1,083,573    
-
 
-Xiuhua Zhou   1,553,650    
-
 

  

All balances with the related parties as of September 30, 2024 and December 31, 2023 were unsecured, interest-free and had no fixed terms of repayments except for the following:

 

On April 1, 2023, Hongchang Food entered into an interest-free loan agreement with Zengqiang Lin to obtain aggregate maximum loans of up to RMB60.0 million (US$8.6 million) for the period from April 1, 2023 to March 31, 2026.

 

On May 16, 2024, Hongfu Food entered into an interest-free loan agreement with Zhenzhu Lin to obtain aggregate maximum loans of up to RMB30.0 million (US$4.3 million) for the period from May 16, 2024 to May 15, 2027.

 

On May 30, 2024, Hongfu Food entered into an interest-free loan agreement with Xiuhua Zhou to obtain aggregate maximum loans of up to RMB20.0 million (US$2.9 million) for the period from May 30, 2024 to May 29, 2027.

v3.24.3
Commitments and Contingencies
9 Months Ended
Sep. 30, 2024
Commitments and Contingencies [Abstract]  
COMMITMENTS AND CONTINGENCIES

18. COMMITMENTS AND CONTINGENCIES

 

As of September 30, 2024, the Group has entered into several contracts for construction of the Hongchang Food Industrial Park and the improvement of Industrial Buildings. Total outstanding commitments under these contracts were US$13,087,649 and US$23,698,063 as of September 30, 2024 and December 31, 2023, respectively. The Group expected to pay off all the balances within 1-3 years.

v3.24.3
Subsequent Events
9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

19. SUBSEQUENT EVENTS

 

Management has reviewed the Group’s operations for potential disclosure or financial statement impacts related to events occurring after September 30, 2024 through the date the release of the unaudited condensed consolidated financial statements contained in this quarterly report on From 10-Q were issued. Based on such evaluation, there were no additional subsequent event disclosures or financial statement impacts related to events occurring after September 30, 2024 that warranted adjustment to or disclosure in these unaudited condensed consolidated financial statement except disclosed below.

 

On October 23, 2024, the Company entered a sale-leaseback contract with Chailease International Finance Co., LTD (“Chailease”). According to the contract, the Company sold its machines for a total price of RMB4,039,280 (approximately US$718,000) and immediately leased them back from Chailease for a period of 36 months, from October 25, 2024 to October 25, 2027. The cost of the relevant equipment is approximately RMB1.73 million (approximately US$248,000), which has been accounted for in the other non-current assets.

v3.24.3
Pay vs Performance Disclosure - USD ($)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ (61,060) $ (144,493) $ (222,433) $ (392,435)
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Accounting Policies, by Policy (Policies)
9 Months Ended
Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
Basis of presentation

Basis of presentation

The unaudited condensed consolidated financial statements include the accounts of the Group and its subsidiaries and have been prepared in accordance with U.S. GAAP and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as its annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Group’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2024, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation.

Through the Reorganization, the Company became the holding company of the companies now comprising the Group. Accordingly, for the purpose of preparing the unaudited condensed consolidated financial statements of the Group, the Company is considered as the holding company of the companies now comprising the Group throughout the reporting period. Through the Reorganization, the Company became the holding company of the contributed businesses now comprising the Group, which were under the common control of the controlling stockholder before and after the Reorganization. Accordingly, the financial statements were prepared on a consolidated basis by applying the principles of the pooling of interest method as if the Reorganization had been completed at the date when contributed business first came under the control of the controlling party. The unaudited condensed consolidated statements of operations and comprehensive income(loss), changes in equity and cash flows of the Group included the results and cash flows of all companies now comprising the Group from the earliest date presented or since the date when the subsidiaries and/or businesses first came under the common control of the controlling stockholder, whenever the period is shorter.

Principles of consolidation

Principles of consolidation

The accompanying unaudited condensed consolidated financial statements of the Company include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of estimates

Use of estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenue and expenses during the reported period in the unaudited condensed consolidated financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s unaudited condensed consolidated financial statements mainly include, but are not limited to, assessment for impairment of long-lived assets, valuation of deferred tax assets, current expected credit loss of receivables, and valuation of inventory and advance.

 

Management bases the estimates on historical experience and on various other assumptions as discussed elsewhere to the unaudited condensed consolidated financial statements that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. On an ongoing basis, management evaluates its estimates based on information that is currently available. Changes in circumstances, facts and experience may cause the Group to revise its estimates. Changes in estimates are recorded in the period in which they become known. Actual results could materially differ from these estimates.

Foreign Currency

Foreign Currency

The Group’s principal country of operations is the PRC. The accompanying unaudited condensed consolidated financial statements are presented in US$. The functional currency of the Company is US$, and the functional currency of the Company’s subsidiaries is RMB. The unaudited condensed consolidated financial statements are translated into US$ from RMB at year-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The resulting translation adjustments are recorded as a component of stockholders’ equity included in other comprehensive income. Gains and losses from foreign currency transactions are included in profit or loss.

   As of 
   September 30,
2024
   December 31,
2023
 
US$: RMB exchange rate   7.0138    7.0798 
  

For the nine months ended

September 30

 
   2024   2023 
US$: RMB exchange rate   7.1844    7.0308 

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US$ at the rates used in translation.

Cash

Cash

Cash consists of cash on hand and cash in bank, which are highly liquid and have original maturities of three months or less and are unrestricted as to withdrawal or use. The Group maintains cash with various financial institutions primarily in mainland China. Deposit insurance system in China only insured each depositor at one bank for a maximum of approximately US$70,000 (RMB 500,000). The amount in excess of the insurance as of September 30, 2024, was approximately $155,359, the Group has not experienced any losses in bank accounts.

Accounts receivable and allowance for credit losses

Accounts receivable and allowance for credit losses

Accounts receivable are stated at the historical carrying amount net of allowance for expected credit losses. The Group adopted ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments” on January 1, 2023 using a modified retrospective approach. The Group also adopted this guidance to other receivables. To estimate expected credit losses, The Group has identified the relevant risk characteristics of its customers and the related receivables. The Group considers past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors) and changes in the Group’s customer collection trends. The allowance for credit losses and corresponding receivables were written off when they are determined to be uncollectible.

 

Inventories

Inventories

Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. Cost of inventory is determined using the weighted average cost method. The Group records inventory reserves for obsolete and slow-moving inventory. Inventory reserves are based on inventory obsolescence trends, historical experience and application of the specific identification method.

Property and equipment, net

Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and impairment loss, if any. Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over their estimated useful lives on a straight-line basis.

Category   Estimated
useful
life
Equipment   3 years
Construction-in-progress

Construction-in-progress

Property and equipment that are purchased or constructed which require a period of time before the assets are ready for their intended use are accounted for as construction-in-progress. Construction-in-progress is recorded at acquisition cost, including installation costs. Construction-in-progress is transferred to specific property and equipment accounts and commences depreciation when these assets are ready for their intended use.

Capitalized Interest

Capitalized Interest

Interest incurred during and directly related to construction-in-progress is capitalized to the related property under construction during the active construction period, which generally commences when borrowings are used to acquire assets of construction-in-progress and ends when the properties are substantially complete or the property becomes inactive. Interest is capitalized based on the interest rate applicable to specific borrowings or the weighted average of the rates applicable to other borrowings during the period. All other interest is expensed as incurred. For the nine months ended September 30, 2024 and 2023, the total interest capitalized in the construction-in-progress was US$222,248 and US$nil, respectively.

Intangible assets

Intangible assets

Intangible assets are carried at cost less accumulated amortization and impairment, if any. Intangible assets are amortized using the straight-line method over the estimated useful lives. The estimated useful lives of amortized intangible assets are reassessed if circumstances occur that indicate the original estimated useful lives have changed.

Category   Estimated
useful
life
Purchased software   10 years
Land use right, net

Land use right, net

The land use rights represent the operating lease prepayments for the rights to use the land in the PRC. Amortization of the prepayments is provided on a straight-line basis over the terms of the respective land use rights certificates.

Impairment of long-lived assets other than goodwill

Impairment of long-lived assets other than goodwill

Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying amount may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment by comparing carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, The Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. Impairment charge recognized for the nine months ended September 30, 2024 and 2023 was US$nil and US$nil, respectively.

 

Fair value of financial instruments

Fair value of financial instruments

Fair value is defined as the price that would be received from selling an asset or paid to transfer liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be either recorded or disclosed at fair value, the Group considers the principal or most advantageous market in which it would transact, and it also considers assumptions that market participants would use when pricing the asset or liability.

Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

ASC 820 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Other inputs that are directly or indirectly observable in the marketplace.

Level 3 — Unobservable inputs which are supported by little or no market activity.

Financial assets and liabilities of the Group primarily consist of cash, accounts receivable, amounts due from related party, other receivables, accounts payables, accounts payable-related party, accounts payables - construction in progress and accrued expenses and other liabilities. As of September 30, 2024 and December 31, 2023, the carrying values of these financial assets and liabilities approximate their fair values due to the short-term nature.

Revenue recognition

Revenue recognition

The Group adopted Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customer. To determine revenue recognition for contracts with customers, the Group performs the following five steps:

  Step 1: Identify the contract with the customer
  Step 2: Identify the performance obligations in the contract
  Step 3: Determine the transaction price
  Step 4: Allocate the transaction price to the performance obligations in the contract
  Step 5: Recognize revenue when The Group satisfies a performance obligation

The Group generates revenue from food trading business.

 

The Group enters into contract with their customers to provide food, mainly frozen pork. All of the Group’s contracts have single performance obligation as the promise is to transfer the goods to customers, and there are no other separately identifiable promises in the contracts. The Group recognizes revenue when it transfers its goods to customers in an amount that reflects the consideration to which The Group expects to be entitled in such exchange. The Group accounts for the revenue generated from sales of its products to its customers on a gross basis, because the Group is acting as a principal in these transactions, is subject to inventory risk, has latitude in establishing prices, and is responsible for fulfilling the promise to provide customers the specified goods. The Group’s revenue is recognized at a point in time when the control has been transferred, usually when the customer accepts the goods.

Cost of revenue

Cost of revenue

Costs of revenues consist primarily of purchase price of products, shipping and handling expenses from supplier to the Group and related costs, which are directly attributable to products. Write-down of inventories is also recorded in cost of sales, if any. Shipping and handling costs incurred to transport goods to customers are expensed in the periods incurred and are included in cost of revenues. The Group accounts for shipping and handling expenses as fulfillment costs because shipping and handling activities occur before the customers obtain control of the goods. Shipping and handling expenses amounted to US$19,578 and US$nil for the nine months ended September 30, 2024 and 2023, respectively.

Sales and marketing expenses

Sales and marketing expenses

Sales and marketing expenses consist primarily of travelling expenses, marketing conference expenses, advertising expenses and salaries and other compensation-related expenses for sales and marketing personnel. The Group expenses all advertising costs as incurred. Advertising costs amounted to US$nil and US$nil for the nine months ended September 30, 2024 and 2023, respectively.

General and administrative expenses

General and administrative expenses

General and administrative expenses consist primarily of salaries and benefits for employees involved in general corporate functions, amortization of land use right, legal and other professional services fees, rental and other general corporate related expenses.

Government Subsidies

Government Subsidies

Government subsidies are recognized when there is reasonable assurance that the subsidy will be received and all attaching conditions will be complied with. When the subsidy relates to an expense item, it is recognized as income over the periods necessary to match the subsidy on a systematic basis to the costs that it is intended to compensate. Where the subsidy relates to an asset, it is recognized as deferred subsidies and is released to the statement of operations over the expected useful life in a consistent manner with the depreciation method for the relevant asset. Total government subsidies recorded in the deferred subsidies were US$2,008,175 and US$1,989,463 as of September 30, 2024 and December 31, 2023, respectively.

Value-added taxes

Value-added taxes

Sales revenue represents the invoiced value of goods, net of VAT. The applicable VAT rate was 13% or 9% (depending on the type of goods involved) for products sold in the PRC. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded as VAT payable if output VAT is larger than input VAT and is recorded as VAT recoverable if input VAT is larger than output VAT. All of the VAT returns filed by the Group’s subsidiaries in China, have been and remain subject to examination by the tax authorities
Income taxes

Income taxes

Current income taxes are recorded in accordance with the regulations of the relevant tax jurisdiction. The Group accounts for income taxes under the asset and liability method in accordance with ASC 740, Income Tax, (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the tax consequences attributable to differences between carrying amounts of existing assets and liabilities in the financial statements and their respective tax basis, and operating loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred taxes of a change in tax rates is recognized in the unaudited condensed consolidated statements of operations and comprehensive income(loss) in the period of change. Valuation allowances are established when necessary to reduce the amount of deferred tax assets if it is considered more likely than not that amount of the deferred tax assets will not be realized.

 

The Group records liabilities related to uncertain tax positions when, despite the Group’s belief that the Group’s tax return positions are supportable, the Group believes that it is more likely than not that those positions may not be fully sustained upon review by tax authorities. Accrued interest and penalties related to unrecognized tax benefits are classified as income tax expense. The Group did not recognize uncertain tax positions as of September 30, 2024 and December 31, 2023.

Related party transactions

Related party transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature.

Earnings per share

Earnings per share

The Group calculates earnings per share in accordance with ASC Topic 260 “Earnings per Share.” Basic earnings per share is computed by dividing the net income by the weighted average number of common stock outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common stock that would have been outstanding if the potential common stock equivalents had been issued and if the additional common stock were dilutive. On September 4, 2023, the Group completed its reorganization whereby Hongchang BVI’s stockholders received 415,582,375 shares in exchange for all the share capital of Hongchang BVI, which is reflected retroactively to December 31, 2021 and will be utilized for calculating earnings per share in all prior periods. The per share amounts have been updated to show the effect of the exchange on earnings per share as if the exchange occurred at the beginning of both periods for the unaudited condensed consolidated financial statements of the Group. The impact of the stock exchange is also shown on the Group’s Condensed Consolidated Statements of Changes in Stockholders’ Equity.

Before the reorganization, Hongchang Food depended on loans from stockholders for the construction of the Hongchang Food Industrial Park and its daily operations. These were recorded as loans from related parties. In May 2023, Hongchang Food reached an agreement with a stockholder to convert an outstanding loan balance of US$41,241,108 into a capital contribution. The company then recalculated the weighted average number of common stocks outstanding during the period, based on the timing of the cash inflows from the stockholder loans.

Comprehensive income

Comprehensive income

The Group applies ASC 220, Comprehensive Income (“ASC 220”), with respect to reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income is defined to include all changes in equity of the Group during a period arising from transactions and other event and circumstances except those resulting from investments by stockholders and distributions to stockholders. For the nine months ended September 30, 2024 and 2023, the Group’s comprehensive income(loss) includes net income(loss) and other comprehensive income(loss).

Segment reporting

Segment reporting

ASC 280, Segment Reporting, (“ASC 280”), establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, our chief operating decision maker (“CODM”) has been identified as our Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. As a whole and hence, we have only one reportable segment. We do not distinguish between markets or segments for the purpose of internal reporting. As our long-lived assets are substantially located in the PRC, no geographical segments are presented.

Uncertainty and risks

Uncertainty and risks

Political, social and economic risks

The Group has substantial operations in China through its PRC subsidiaries. Accordingly, the Group’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Group’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Group has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.

The Group’s business, financial condition and results of operations may also be negatively impacted by risks related to regional wars, geopolitical tensions, natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could potentially and significantly disrupt The Group’s operations.

Liquidity

The Company had an accumulated deficit of US$1,034,975 as of September 30, 2024 and a net loss of US$163,020 during the nine months ended September 30, 2024. However, in May 2023, Hongchang BVI received a cash injection of US$41,241,108 from shareholders via its subsidiary, Hongchang Food. On April 1, 2023, Hongchang Food secured an interest-free loan agreement with Zengqiang Lin, enabling it to access up to RMB60.0 million (approximately US$8.5 million) from April 1, 2023, to March 31, 2026. Consequently, the combination of the Company’s current cash reserves, the capital contributions received, and the loans from shareholders are anticipated to provide sufficient funds to carry out the Company’s planned operations through the next twelve months.

Concentration risks

Concentration of credit risk

Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash in bank and accounts receivable. The Group places its cash with financial institutions with high credit ratings and quality.

The Group conducts credit evaluations of customers, and generally does not require collateral or other security from its customers. The Group establishes an allowance for expected credit losses primarily based upon the factors surrounding the credit risk of specific customers.

Concentration of customers and suppliers

For the nine months ended September 30, 2024, one major client accounted for 25% of the Group’s total revenues, and two major suppliers accounted for 47% and 29% of the Group’s total procurement.

For the nine months ended September 30, 2023, two major clients accounted for 62% and 38% of The Group’s total revenues, and three major suppliers accounted for 38%,34% and 20% of the Group’s total procurement.

As of September 30, 2024, three major clients accounted for 57%, 12% and 11% of The Group’s total accounts receivable, three vendors accounted for 51%, 26% and 13% of the Group’s total account payable.

As of December 31, 2023, one major client accounted for 96% of the Group’s total accounts receivable, two vendors accounted for 81% and 15% of the Group’s total account payable.

Financial Statement Reclassification

Financial Statement Reclassification

Certain balances in the prior year unaudited condensed consolidated financial statements have been reclassified for comparison purposes to conform to the presentation in the current year unaudited condensed consolidated financial statements. These reclassifications had no effect on the reported results of operations or financial position.

Recent accounting pronouncements

Recent accounting pronouncements

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting: Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. Among other things, ASU 2023-07 requires a public entity to disclose, (1) on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, (2) on an annual and interim basis, an amount for other segment items (the difference between segment revenue less the significant expenses disclosed under the significant expense principle and each reported measure of segment profit or loss), including a description of its composition, (3) on an annual and interim basis, information about a reportable segment’s profit or loss and assets previously required to be disclosed only on an annual basis, and (4) the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and how to allocate resources. The new guidance also clarifies that if the CODM uses more than one measure of a segment’s profit or loss, one or more of those measures may be reported and requires that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this update and all existing segment disclosures. The ASU 2023-07 is effective for the current fiscal year 2024 annual reporting, and in the first quarter of 2025 for interim period reporting, with early adoption permitted. We do not expect the adoption of this accounting standard to have an impact on our unaudited condensed consolidated financial statements.

In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Group is currently evaluating the potential impact of adopting this new guidance on its unaudited condensed consolidated financial statements and related disclosures.

Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited condensed consolidated financial statements upon adoption. The Group does not discuss recent pronouncements that are not anticipated to have an impact on, or are unrelated to, its consolidated financial condition, results of operations, cash flows or disclosures.

v3.24.3
Organization (Tables)
9 Months Ended
Sep. 30, 2024
Organization [Abstract]  
Schedule of Unaudited Condensed Consolidated Financial Statements Based on above transactions, the accompanying unaudited condensed consolidated financial statements reflect the activities of each of the following entities:
Entity   Place of
incorporation
  Percentage of
direct or indirect
ownership
by the Company
  Principal activities
Subsidiaries:            
Hong Chang Global Investment Holdings Limited (Hongchang BVI)   British Virgin Island   100%   Investment holding
Hong Chang Biotechnologies (HK) Limited (Hongchang HK)   Hong Kong   100%   Investment holding
Fujian Hongjin Biotechnology Co., Ltd. (WFOE)   PRC   100%   Provision of technical and consultation services
Fuqing Hongchang Food Co., Ltd (Hongchang Food)   PRC   100%   Provision of Food Industry Park operation, food trade and meat processing
Fujian Hongchang Global Food Co., Ltd (“Hongchang Global Food”)   PRC   100%   Provision of food trade
Fuqing Hongchang Global Import & Export Co., Ltd (“Hongchang Import&Export”)   PRC   100%   Provision of food trade
Fuqing Hongchang Global Supply Chain Co., Ltd (“Hongchang Supply Chain”)   PRC   100%   Provision of food trade
Hongchang Global (Fuqing City) Agricultural Technology Development Co., Ltd (“Hongchang Agricultural”)   PRC   100%, disposed on September 3, 2024   Provision of food trade and biotechnology
Hongfu Food (Fujian) Co., Ltd (“Hongfu Food”)   PRC   51%   Provision of food trade and meat processing
v3.24.3
Summary of Significant Accounting Policies (Tables)
9 Months Ended
Sep. 30, 2024
Summary of Significant Accounting Policies [Abstract]  
Schedule of Foreign Currency Transactions Gains and losses from foreign currency transactions are included in profit or loss.
   As of 
   September 30,
2024
   December 31,
2023
 
US$: RMB exchange rate   7.0138    7.0798 
  

For the nine months ended

September 30

 
   2024   2023 
US$: RMB exchange rate   7.1844    7.0308 
Schedule of Estimated Useful Lives on a Straight-Line Basis Property and equipment are depreciated at rates sufficient to write off their costs less impairment and residual value, if any, over their estimated useful lives on a straight-line basis.
Category   Estimated
useful
life
Equipment   3 years
Schedule of Intangible Assets Less Accumulated Amortization and Impairment The estimated useful lives of amortized intangible assets are reassessed if circumstances occur that indicate the original estimated useful lives have changed.
Category   Estimated
useful
life
Purchased software   10 years
v3.24.3
Accounts Receivable (Tables)
9 Months Ended
Sep. 30, 2024
Accounts Receivable [Abstract]  
Schedule of Accounts Receivable Accounts receivable consisted of the following:
   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Accounts receivable   291,266    742,851 
    291,266    742,851 
v3.24.3
Other Receivalbe (Tables)
9 Months Ended
Sep. 30, 2024
Other Receivable [Abstract]  
Schedule of Other Receivable Other receivable consisted of the following:
   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Loans to third parties   
-
    1,079,127 
Others   57,846    27,447 
    57,846    1,106,574 
Schedule of Outstanding Balances of Loan to Third Parties Outstanding balances of loan to third parties consist of the following:
As of December 31, 2023  Balance   Maturity
Date
  Effective
Interest
Rate
   Collateral/Guarantee
   US$           
Sichuan Xiongji Construction Engineering Co., Ltd (Sichuan Xiongji)*   1,079,127   February 28,
2024
   3.00%  N/A
Total   1,079,127            
*Sichuan Xiongji is the general contractor of the Group’s industrial park currently under construction, and the Group provided loans to Sichuan Xiongji for construction capital turnover.
v3.24.3
Inventories (Tables)
9 Months Ended
Sep. 30, 2024
Inventories [Abstract]  
Schedule of Inventories Inventories consisted of the following:
   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Work in progress   32,403    
-
 
Finished goods   1,822,953    13,713 
    1,855,356    13,713 
Less: provision for impairment of inventories   
-
    
-
 
    1,855,356    13,713 
v3.24.3
Advance to Supplier (Tables)
9 Months Ended
Sep. 30, 2024
Advance to Supplier [Abstract]  
Schedule of Advance to Supplier Advance to supplier consisted of the following:
   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Advance to supplier   799,273    13,811 
Advance to supplier-related party   
 
    59,324 
    799,273    73,135 
v3.24.3
Other Current Assets (Tables)
9 Months Ended
Sep. 30, 2024
Other Current Assets [Abstract]  
Schedule of Other Current Assets Other current assets consisted of the following:
   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
VAT recoverable   978,518    1,039,421 
Deferred tax assets   83,095    65,858 
Prepaid Expenses   
-
    23,319 
    1,061,613    1,128,598 
v3.24.3
Property and Equipment (Tables)
9 Months Ended
Sep. 30, 2024
Property and Equipment [Abstract]  
Schedule of Property and Equipment Property and equipment consisted of the following:
   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Office equipment   21,672    3,381 
Accumulated depreciation   (2,367)   (188)
    19,305    3,193 
v3.24.3
Construction-In-Progress (Tables)
9 Months Ended
Sep. 30, 2024
Construction-In-Progress [Abstract]  
Schedule of Construction-In-Progress Construction-in-progress consisted of the following:
   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Construction in progress   44,133,659    41,423,399 
    44,133,659    41,423,399 
v3.24.3
Intangible Assets (Tables)
9 Months Ended
Sep. 30, 2024
Intangible Assets (Tables) [Line Items]  
Schedule of Intangible Assets Intangible assets consist of the following:
   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Purchased software   3,326    3,295 
Less: accumulated amortization   (333)   (82)
    2,993    3,213 
Purchased Software [Member]  
Intangible Assets (Tables) [Line Items]  
Schedule of Amortization Expenses
    For the years ended December 31,  
    2024*     2025     2026     2027     2028     2029 and
thereafter
 
    US$     US$     US$     US$     US$     US$  
Amortization expenses     83       333       333       333       333       1578  
* For the three months ending December 31, 2024
v3.24.3
Land Use Right, Net (Tables)
9 Months Ended
Sep. 30, 2024
Land Use Right, Net [Line Items]  
Schedule of Land Use Rights, Net Land use rights, net consist of the following:
   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Land use rights   4,430,089    4,388,808 
Less: accumulated amortization   (339,720)   (270,707)
    4,090,369    4,118,101 

 

Land Use Right [Member]  
Land Use Right, Net [Line Items]  
Schedule of Amortization Expenses for the Land Use Rights The term is 50 years of the land use right and will terminate in 2070.
   For the years ended December 31, 
   2024*   2025   2026   2027   2028   2029 and
thereafter
 
   US$   US$   US$   US$   US$   US$ 
Amortization expenses   22,156    88,623    88,623    88,623    88,623    3,713,721 
*For the three months ending December 31, 2024
v3.24.3
Other Non-Current Assets (Tables)
9 Months Ended
Sep. 30, 2024
Other Non-Current Assets [Abstract]  
Schedule of Other Non-Current Assets Other non-current assets consisted of the following:
   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Advance payment for construction   9,492,501    706,920 
    9,492,501    706,920 
v3.24.3
Accrued Expenses and Other Liabilities (Tables)
9 Months Ended
Sep. 30, 2024
Accrued Expenses and Other Liabilities [Abstract]  
Schedule of Accrued Expenses and Other Liabilities Accrued expenses and other liabilities consisted of the following:
  

As of

 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Payroll and welfare payables   108,518    92,262 
Value-added tax and other taxes payable   2,245    239,543 
Others   9,028    54,000 
    119,791    385,805 
v3.24.3
Long Term Loans (Tables)
9 Months Ended
Sep. 30, 2024
Long Term Loans [Abstract]  
Schedule of Loan Agreements and the Outstanding Balances As of December 31, 2023, the Group had no loans. Beginning in 2024, the Group entered into five loan agreements, with outstanding loan balances as follows:
                      Effective      
                Maturity     Interest      
As of September 30, 2024         Balance     Date     Rate     Collateral/Guarantee
          US$                  
Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd.     1       2,281,207     16-Jan-34       5.25%     Construction in progress of the Hongchang Food Industrial Park
    2       2,566,358              
    3       998,028              
    4       285,151              
    5       356,439              
Total             6,487,183                    
Schedule of Future Maturities of Long-Term Loans The future maturities of long-term loans are as follows:
For the years ending December 31,  Principal 
Remainder of 2024  $
 
2025   76,991 
2026   142,575 
2027   142,575 
2028   273,745 
Thereafter   5,851,297 
   $6,487,183 
less: current portion  $38,495 
Non-current portion  $6,448,688 
v3.24.3
Related Party Transactions (Tables)
9 Months Ended
Sep. 30, 2024
Related Party Transactions [Abstract]  
Schedule of Significant Related Party Transactions The principal related parties with which the Group had transactions during the years presented are as follows:
Names of related parties  Relationship with The Group
Zengqiang Lin  The principal stockholder and director of the Company
Fuqing Xinhongbo Trading Co., Ltd. (“Xinhongbo”)  An entity controlled by the principal stockholder of the Company
Fuqing Changhong Agricultural Products Supply Chain Co. Ltd.(“Changhong”)  An entity controlled by the principal stockholder of the Company
Zhenzhu Lin  The principal stockholder of the Company
Fujian Xindefu Agricultural Products Co., Ltd.(“Xindefu”)  Non-controlling shareholder of Hongfu Food
Xiuhua Zhou  Owner of Xindefu
Schedule of Significant Related Party Transactions Other than disclosed elsewhere, the Group had the following significant related party transactions for the nine months ended September 30, 2024 and 2023:
   For nine months ended
September 30,
 
   2024   2023 
   US$   US$ 
Proceeds from loans from related parties:        
-Zengqiang Lin   4,742,348    1,792,987 
-Zhenzhu Lin   1,684,201    
-
 
-Xiuhua Zhou   1,516,760    
-
 
    7,943,309    1,792,987 
           
Repayment of a loan from a related party:          
-Zengqiang Lin   (1,787,216)   (2,660,425)
-Zhenzhu Lin   (626,355)   - 
    (2,413,571)   (2,660,425)
           
Refunds from a related party          
-Xinhongbo   58,460    
-
 
-Changhong   139    
-
 
    58,599      
           
Capital contribution to Hongchang Food:          
-Zengqiang Lin   
-
    41,241,108 
           
Sales of goods:          
-Fujian Xindefu Agricultural Products Co., Ltd.   1,352    
-
 
           
Procurement of goods:          
-Fujian Xindefu Agricultural Products Co., Ltd.   268,552    
-
 
           
Procurement of service:          
-Fujian Xindefu Agricultural Products Co., Ltd.   198,436    
-
 

 

The Group had the following related party balances as of September 30, 2024 and December 31, 2023:
   As of 
   September 30,
2024
   December 31,
2023
 
   US$   US$ 
Advance to supplier-related party        
-Xinhongbo   
-
    59,324 
Amount due from a related party          
-Changhong   
-
    141 
           
Accounts payable-related party          
-Fujian Xindefu Agricultural Products Co., Ltd.   182,514    
-
 
           
Amounts due to related parties:          
-Zengqiang Lin   9,762,405    6,682,959 
-Zhenzhu Lin   1,083,573    
-
 
-Xiuhua Zhou   1,553,650    
-
 
v3.24.3
Organization (Details) - shares
9 Months Ended
Feb. 17, 2023
Sep. 30, 2024
Dec. 31, 2023
Feb. 28, 2023
Jan. 18, 2023
Organization [Line Items]          
Common stock shares outstanding   518,831,367 518,831,367    
Common stock share issued   518,831,367 518,831,367    
Percentage of share capital   80.10%      
Hongchang Acquisition [Member]          
Organization [Line Items]          
Consideration shares   415,582,375      
Hongchang BVI 1 [Member]          
Organization [Line Items]          
Equity interest         70.00%
Hongchang BVI 2 [Member]          
Organization [Line Items]          
Equity interest         30.00%
Mr. Zengqiang Lin [Member]          
Organization [Line Items]          
Equity interest       70.00%  
Ms. Zhenzhu Lin [Member]          
Organization [Line Items]          
Equity interest       30.00%  
Hongchang BVI [Member]          
Organization [Line Items]          
Share capital issued and outstanding 100        
Heyu Biological Technology Corporation [Member]          
Organization [Line Items]          
Exchange for new aggregate shares 415,582,375        
Common stock shares outstanding   518,831,367      
Common stock share issued   518,831,367      
Zengqiang Investment Limited [Member]          
Organization [Line Items]          
Issued shares 353,322,843        
Hong Jin Investment Limited [Member]          
Organization [Line Items]          
Issued shares 62,259,532        
v3.24.3
Organization (Details) - Schedule of Unaudited Condensed Consolidated Financial Statements
9 Months Ended
Sep. 30, 2024
Hong Chang Global Investment Holdings Limited (Hongchang BVI) [Member]  
Schedule of Unaudited Condensed Consolidated Financial Statements [Line Items]  
Place of incorporation British Virgin Island
Percentage of direct or indirect ownership by the Company 100.00%
Principal activities Investment holding
Hong Chang Biotechnologies (HK) Limited (Hongchang HK) [Member]  
Schedule of Unaudited Condensed Consolidated Financial Statements [Line Items]  
Place of incorporation Hong Kong
Percentage of direct or indirect ownership by the Company 100.00%
Principal activities Investment holding
Fujian Hongjin Biotechnology Co., Ltd.(WFOE) [Member]  
Schedule of Unaudited Condensed Consolidated Financial Statements [Line Items]  
Place of incorporation PRC
Percentage of direct or indirect ownership by the Company 100.00%
Principal activities Provision of technical and consultation services
Fuqing Hongchang Food Co., Ltd(Hongchang Food) [Member]  
Schedule of Unaudited Condensed Consolidated Financial Statements [Line Items]  
Place of incorporation PRC
Percentage of direct or indirect ownership by the Company 100.00%
Principal activities Provision of Food Industry Park operation, food trade and meat processing
Fujian Hongchang Global Food Co., Ltd (“Hongchang Global Food”) [Member]  
Schedule of Unaudited Condensed Consolidated Financial Statements [Line Items]  
Place of incorporation PRC
Percentage of direct or indirect ownership by the Company 100.00%
Principal activities Provision of food trade
Fuqing Hongchang Global Import & Export Co., Ltd(“Hongchang Import&Export”) [Member]  
Schedule of Unaudited Condensed Consolidated Financial Statements [Line Items]  
Place of incorporation PRC
Percentage of direct or indirect ownership by the Company 100.00%
Principal activities Provision of food trade
Fuqing Hongchang Global Supply Chain Co., Ltd(“Hongchang Supply Chain”) [Member]  
Schedule of Unaudited Condensed Consolidated Financial Statements [Line Items]  
Place of incorporation PRC
Percentage of direct or indirect ownership by the Company 100.00%
Principal activities Provision of food trade
Hongchang Global (Fuqing City) Agricultural Technology Development Co., Ltd (“Hongchang Agricultural”) [Member]  
Schedule of Unaudited Condensed Consolidated Financial Statements [Line Items]  
Place of incorporation PRC
Percentage of direct or indirect ownership by the Company 100.00%
Principal activities Provision of food trade and biotechnology
Hongfu Food (Fujian) Co., Ltd (“Hongfu Food”) [Member]  
Schedule of Unaudited Condensed Consolidated Financial Statements [Line Items]  
Place of incorporation PRC
Percentage of direct or indirect ownership by the Company 51.00%
Principal activities Provision of food trade and meat processing
v3.24.3
Summary of Significant Accounting Policies (Details)
3 Months Ended 9 Months Ended 12 Months Ended
May 30, 2024
USD ($)
May 30, 2024
CNY (¥)
May 16, 2024
USD ($)
May 16, 2024
CNY (¥)
Sep. 04, 2023
shares
May 31, 2023
USD ($)
Apr. 01, 2023
USD ($)
Apr. 01, 2023
CNY (¥)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Dec. 31, 2023
USD ($)
Sep. 30, 2024
CNY (¥)
Summary of Significant Accounting Policies [Line Items]                            
Deposit insurance                 $ 70,000   $ 70,000     ¥ 500,000
Excess of the insurance (in Dollars)                     155,359      
Interest capitalized (in Dollars)                     222,248    
Impairment charge (in Dollars)                        
Advertising costs (in Dollars)                        
Deferred subsidies (in Dollars)                 2,008,175   $ 2,008,175   $ 1,989,463  
Capital contribution (in Dollars)           $ 41,241,108                
Reportable segment                     1      
Accumulated deficit (in Dollars)                 (1,034,975)   $ (1,034,975)   $ (812,539)  
Net loss (in Dollars)                 $ (44,771) $ (144,493) $ (163,020) (392,435)    
Cash received (in Dollars)           $ 41,241,108                
Interest-free loan $ 2,900,000 ¥ 20,000,000 $ 4,300,000 ¥ 30,000,000     $ 8,600,000 ¥ 60,000,000            
Maximum [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Percentage of value-added taxes                     13.00%      
Minimum [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Percentage of value-added taxes                     9.00%      
Zengqiang Lin [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Interest-free loan             $ 8,500,000 ¥ 60,000,000            
Hongchang BVI [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Exchange shares (in Shares) | shares         415,582,375                  
Shipping and Handling [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Shipping and handling expenses (in Dollars)                     $ 19,578    
One Major Supplier [Member] | Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Concentration of credit risk, percentage                     47.00%      
Two Major Supplier [Member] | Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Concentration of credit risk, percentage                     29.00%      
Vendors One [Member] | Supplier Concentration Risk [Member] | Accounts Payable [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Concentration of credit risk, percentage                     51.00%   81.00%  
Vendors Two [Member] | Supplier Concentration Risk [Member] | Accounts Payable [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Concentration of credit risk, percentage                     26.00%   15.00%  
Vendor Three [Member] | Supplier Concentration Risk [Member] | Accounts Payable [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Concentration of credit risk, percentage                     13.00%      
One Major Clients [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Concentration of credit risk, percentage                     25.00% 62.00%    
One Major Clients [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Concentration of credit risk, percentage                     57.00%   96.00%  
Two Major Clients [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Concentration of credit risk, percentage                       38.00%    
Two Major Clients [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Concentration of credit risk, percentage                     12.00%      
One Major Supplier [Member] | Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Concentration of credit risk, percentage                       38.00%    
Two Major Supplier [Member] | Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Concentration of credit risk, percentage                     34.00%      
Three Major Supplier [Member] | Supplier Concentration Risk [Member] | Cost of Goods and Service Benchmark [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Concentration of credit risk, percentage                     20.00%      
Three Major Clients [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]                            
Summary of Significant Accounting Policies [Line Items]                            
Concentration of credit risk, percentage                     11.00%      
v3.24.3
Summary of Significant Accounting Policies (Details) - Schedule of Foreign Currency Transactions
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Minimum [Member]      
Schedule of Foreign Currency Transactions [Line Items]      
RMB: US$ exchange rate 7.0138 7.0798  
Maximum [Member]      
Schedule of Foreign Currency Transactions [Line Items]      
RMB: US$ exchange rate 7.1844   7.0308
v3.24.3
Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives on a Straight-Line Basis
Sep. 30, 2024
Equipment [Member]  
Schedule of Estimated Useful Lives s on a Straight-Line Basis [Line Items]  
Equipment 3 years
v3.24.3
Summary of Significant Accounting Policies (Details) - Schedule of Intangible Assets Less Accumulated Amortization and Impairment
Sep. 30, 2024
Purchased Software [Member]  
Schedule of Intangible Assets Less Accumulated Amortization and Impairment [Line Items]  
Purchased software 10 years
v3.24.3
Disposition of Subsidiaries (Details)
9 Months Ended
Sep. 03, 2024
CNY (¥)
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
Disposition of Subsidiaries [Line Items]      
Gain on disposal | $   $ 10
Hongchang Supply Chain [Member]      
Disposition of Subsidiaries [Line Items]      
Subsidiary equity interest, percentage 100.00%    
Total consideration | ¥ ¥ 201,000    
v3.24.3
Accounts Receivable (Details) - USD ($)
Sep. 30, 2024
Sep. 30, 2023
Accounts Receivable [Abstract]    
Allowance for expected credit losses for accounts receivable
v3.24.3
Accounts Receivable (Details) - Schedule of Accounts Receivable - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Schedule of Accounts Receivable [Abstract]    
Accounts receivable $ 291,266 $ 742,851
Accounts receivable Net $ 291,266 $ 742,851
v3.24.3
Other Receivalbe (Details) - USD ($)
Sep. 30, 2024
Sep. 30, 2023
Other Receivable [Abstract]    
Allowance for credit losses for other receivable
v3.24.3
Other Receivalbe (Details) - Schedule of Other Receivable - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Schedule of Other Receivable [Abstract]    
Loans to third parties $ 1,079,127
Others 57,846 27,447
Other receivable $ 57,846 $ 1,106,574
v3.24.3
Other Receivalbe (Details) - Schedule of Outstanding Balances of Loan to Third Parties - USD ($)
12 Months Ended
Dec. 31, 2023
Sep. 30, 2024
Schedule of Outstanding Balances of Loan to Third Parties [Line Items]    
Loan to third parties, Balance $ 1,079,127
Sichuan Xiongji Construction Engineering Co., Ltd (Sichuan Xiongji) [Member]    
Schedule of Outstanding Balances of Loan to Third Parties [Line Items]    
Loan to third parties, Balance [1] $ 1,079,127  
Loan to third parties, Maturity Date [1] February 28, 2024  
Loan to third parties, Effective Interest Rate [1] 3.00%  
Loan to third parties, Collateral/Guarantee [1] N/A  
[1] Sichuan Xiongji is the general contractor of the Group’s industrial park currently under construction, and the Group provided loans to Sichuan Xiongji for construction capital turnover.
v3.24.3
Inventories (Details) - Schedule of Inventories - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Schedule of Inventories [Abstract]    
Work in progress $ 32,403
Finished goods 1,822,953 13,713
Inventories, net 1,855,356 13,713
Less: provision for impairment of inventories
Inventories, Total $ 1,855,356 $ 13,713
v3.24.3
Advance to Supplier (Details) - Schedule of Advance to Supplier - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Schedule of Advance to Supplier [Abstract]    
Advance to supplier $ 799,273 $ 13,811
Advance to supplier-related party 59,324
Total advance to supplier $ 799,273 $ 73,135
v3.24.3
Other Current Assets (Details) - Schedule of Other Current Assets - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Schedule of Other Current Assets [Abstract]    
VAT recoverable $ 978,518 $ 1,039,421
Deferred tax assets 83,095 65,858
Prepaid Expenses 23,319
Total other current assets $ 1,061,613 $ 1,128,598
v3.24.3
Property and Equipment (Details) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Property and Equipment [Abstract]    
Depreciation expenses $ 2,126
v3.24.3
Property and Equipment (Details) - Schedule of Property and Equipment - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Schedule of Property and Equipment [Abstract]    
Office equipment $ 21,672 $ 3,381
Accumulated depreciation (2,367) (188)
Property and equipment $ 19,305 $ 3,193
v3.24.3
Construction-In-Progress (Details)
Sep. 30, 2024
Site Area [Member]  
Construction-In-Progress [Line Items]  
Construction area 108,000
Floor Area [Member]  
Construction-In-Progress [Line Items]  
Construction area 130,000
v3.24.3
Construction-In-Progress (Details) - Schedule of Construction-In-Progress - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Schedule of Construction-In-Progress [Abstract]    
Construction in progress $ 44,133,659 $ 41,423,399
Construction in progress, Net $ 44,133,659 $ 41,423,399
v3.24.3
Intangible Assets (Details) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Intangible Assets [Abstract]    
Amortization expenses $ 243
Impairment charge
v3.24.3
Intangible Assets (Details) - Schedule of Intangible Assets - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Schedule of Intangible Assets [Abstract]    
Purchased software $ 3,326 $ 3,295
Less: accumulated amortization (333) (82)
Intangible assets $ 2,993 $ 3,213
v3.24.3
Intangible Assets (Details) - Schedule of Amortization Expenses - Purchased Software [Member]
Sep. 30, 2024
USD ($)
Schedule of Amortization Expenses [Line Items]  
2024 $ 83 [1]
2025 333
2026 333
2027 333
2028 333
2029 and thereafter $ 1,578
[1] For the three months ending December 31,2024
v3.24.3
Land Use Right, Net (Details) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Land Use Right, Net [Line Items]    
Amortization expenses $ 243
Impairment charge
Land use right 50 years  
Land Use Right [Member]    
Land Use Right, Net [Line Items]    
Amortization expenses $ 64,889 59,602
Impairment charge
v3.24.3
Land Use Right, Net (Details) - Schedule of Land Use Rights, Net - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Schedule of Land Use Rights Net [Abstract]    
Land use rights $ 4,430,089 $ 4,388,808
Less: accumulated amortization (339,720) (270,707)
Net book value $ 4,090,369 $ 4,118,101
v3.24.3
Land Use Right, Net (Details) - Schedule of Amortization Expenses for the Land Use Rights - Land Use Right Net [Member]
Sep. 30, 2024
USD ($)
Schedule of Amortization Expenses for the Land Use Rights [Line Items]  
2024 $ 22,156 [1]
2025 88,623
2026 88,623
2027 88,623
2028 88,623
2029 and thereafter $ 3,713,721
[1] For the three months ending December 31, 2024
v3.24.3
Other Non-Current Assets (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Other Non-Current Assets [Abstract]    
Advance payment for construction $ 9,492,501 $ 706,920
v3.24.3
Other Non-Current Assets (Details) - Schedule of Other Non-Current Assets - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Schedule of Other Non-Current Assets [Abstract]    
Advance payment for construction $ 9,492,501 $ 706,920
Total $ 9,492,501 $ 706,920
v3.24.3
Accrued Expenses and Other Liabilities (Details) - Schedule of Accrued Expenses and Other Liabilities - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Schedule of Accrued Expenses and Other Liabilities [Abstract]    
Payroll and welfare payables $ 108,518 $ 92,262
Value-added tax and other taxes payable 2,245 239,543
Others 9,028 54,000
Total accrued expenses and other liabilities $ 119,791 $ 385,805
v3.24.3
Long Term Loans (Details) - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Long Term Loans [Abstract]    
Interest capitalized in construction-in-progress $ 222,248
v3.24.3
Long Term Loans (Details) - Schedule of Loan Agreements and the Outstanding Balances
9 Months Ended
Sep. 30, 2024
USD ($)
Schedule of Loan Agreements and the Outstanding Balances [Line Items]  
Balance $ 6,487,183
Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd. [Member]  
Schedule of Loan Agreements and the Outstanding Balances [Line Items]  
Balance $ 2,281,207
Maturity Date Jan. 16, 2034
Effective Interest Rate 5.25%
Collateral/Guarantee Construction in progress of the Hongchang Food Industrial Park
Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd. [Member]  
Schedule of Loan Agreements and the Outstanding Balances [Line Items]  
Balance $ 2,566,358
Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd. [Member]  
Schedule of Loan Agreements and the Outstanding Balances [Line Items]  
Balance 998,028
Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd. [Member]  
Schedule of Loan Agreements and the Outstanding Balances [Line Items]  
Balance 285,151
Fujian Fuqing Huitong Rural Commercial Bank Co., Ltd. [Member]  
Schedule of Loan Agreements and the Outstanding Balances [Line Items]  
Balance $ 356,439
v3.24.3
Long Term Loans (Details) - Schedule of Future Maturities of Long-Term Loans - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Schedule of Future Maturities of Long-Term Loans [Abstract]    
Remainder of 2024  
2025 76,991  
2026 142,575  
2027 142,575  
2028 273,745  
Thereafter 5,851,297  
Total 6,487,183  
less: current portion 38,495
Non-current portion $ 6,448,688
v3.24.3
Common Stock and Additional Paid-in Capital (Details) - USD ($)
9 Months Ended
Sep. 01, 2023
May 31, 2023
Feb. 28, 2023
Feb. 17, 2023
Sep. 30, 2024
Dec. 31, 2023
Jan. 31, 2023
Jan. 18, 2023
Common Stocks and Additional Paid-In Capital [Line Items]                
Allotted shares             100  
Par value (in Dollars per share)             $ 1  
Shares transfer 100   100   100      
Shares of legal subsidiary       100 100      
Cash contribution (in Dollars)   $ 41,241,108            
Common stock par value (in Dollars per share) $ 0.001       $ 0.001 $ 0.001    
Hong Jin Investment Limited [Member]                
Common Stocks and Additional Paid-In Capital [Line Items]                
Issued shares       62,259,532        
Hongchang BVI 1 [Member]                
Common Stocks and Additional Paid-In Capital [Line Items]                
Equity interest               70.00%
Common stocks receive exchange rights 415,582,375              
Hongchang BVI 2 [Member]                
Common Stocks and Additional Paid-In Capital [Line Items]                
Equity interest               30.00%
Mr. Zengqiang Lin [Member]                
Common Stocks and Additional Paid-In Capital [Line Items]                
Equity interest     70.00%          
Ms. Zhenzhu Lin [Member]                
Common Stocks and Additional Paid-In Capital [Line Items]                
Equity interest     30.00%          
Hongchang BVI [Member]                
Common Stocks and Additional Paid-In Capital [Line Items]                
Par value (in Dollars per share) $ 1              
Issued and outstanding share capital       100        
Heyu Biological Technology Corporation [Member]                
Common Stocks and Additional Paid-In Capital [Line Items]                
Exchange for new aggregate shares       415,582,375        
Zengqiang Investment Limited [Member]                
Common Stocks and Additional Paid-In Capital [Line Items]                
Issued shares       353,322,843        
v3.24.3
Related Party Transactions (Details)
¥ in Millions, $ in Millions
May 30, 2024
USD ($)
May 30, 2024
CNY (¥)
May 16, 2024
USD ($)
May 16, 2024
CNY (¥)
Apr. 01, 2023
USD ($)
Apr. 01, 2023
CNY (¥)
Related Party Transactions [Abstract]            
Aggregate maximum loans $ 2.9 ¥ 20.0 $ 4.3 ¥ 30.0 $ 8.6 ¥ 60.0
v3.24.3
Related Party Transactions (Details) - Schedule of Principal Related Parties
9 Months Ended
Sep. 30, 2024
Zengqiang Lin [Member]  
Schedule of Principal Related Parties [Line Items]  
Relationship with The Group The principal stockholder and director of the Company
Fuqing Xinhongbo Trading Co., Ltd. (“Xinhongbo”) [Member]  
Schedule of Principal Related Parties [Line Items]  
Relationship with The Group An entity controlled by the principal stockholder of the Company
Fuqing Changhong Agricultural Products Supply Chain Co. Ltd.(“Changhong”) [Member]  
Schedule of Principal Related Parties [Line Items]  
Relationship with The Group An entity controlled by the principal stockholder of the Company
Zhenzhu Lin [Member]  
Schedule of Principal Related Parties [Line Items]  
Relationship with The Group The principal stockholder of the Company
Fujian Xindefu Agricultural Products Co., Ltd.(“Xindefu”) [Member]  
Schedule of Principal Related Parties [Line Items]  
Relationship with The Group Non-controlling shareholder of Hongfu Food
Xiuhua Zhou [Member]  
Schedule of Principal Related Parties [Line Items]  
Relationship with The Group Owner of Xindefu
v3.24.3
Related Party Transactions (Details) - Schedule of Significant Related Party Transactions - USD ($)
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Proceeds from loans from related parties:      
Proceeds from a loan from a related party $ 7,943,309 $ 1,792,987  
Repayment of a loan from a related party:      
Repayment of a loan from a related party (2,413,571) (2,660,425)  
Refunds from a related party      
Refunds from a related party 58,599    
Zengqiang Lin [Member]      
Proceeds from loans from related parties:      
Proceeds from a loan from a related party 4,742,348 1,792,987  
Repayment of a loan from a related party:      
Repayment of a loan from a related party (1,787,216) (2,660,425)  
Capital contribution to Hongchang Food:      
Capital contribution to Hongchang Food 41,241,108  
Accounts payable-related party      
Amount due to a related party 9,762,405   $ 6,682,959
Zhenzhu Lin [Member]      
Proceeds from loans from related parties:      
Proceeds from a loan from a related party 1,684,201  
Repayment of a loan from a related party:      
Repayment of a loan from a related party (626,355)    
Accounts payable-related party      
Amount due to a related party 1,083,573  
Xiuhua Zhou [Member]      
Proceeds from loans from related parties:      
Proceeds from a loan from a related party 1,516,760  
Accounts payable-related party      
Amount due to a related party 1,553,650  
Xinhongbo [Member]      
Refunds from a related party      
Refunds from a related party 58,460  
Advance to supplier-related party      
Advance to supplier-related party   59,324
Changhong [Member]      
Refunds from a related party      
Refunds from a related party 139  
Amount due from a related party      
Amount due from a related party   141
Fujian Xindefu Agricultural Products Co., Ltd.[Member]      
Accounts payable-related party      
Amount due to a related party 182,514  
Fujian Xindefu Agricultural Products Co., Ltd.[Member] | Capital contribution to Hongchang Food [Member]      
Capital contribution to Hongchang Food:      
Capital contribution to Hongchang Food 1,352  
Fujian Xindefu Agricultural Products Co., Ltd.[Member] | Procurement of goods and service [Member]      
Capital contribution to Hongchang Food:      
Capital contribution to Hongchang Food 268,552  
Fujian Xindefu Agricultural Products Co., Ltd.[Member] | Procurement of service [Member]      
Capital contribution to Hongchang Food:      
Capital contribution to Hongchang Food $ 198,436  
v3.24.3
Commitments and Contingencies (Details) - USD ($)
9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Commitments and Contingencies [Line Items]    
Outstanding commitments $ 13,087,649 $ 23,698,063
Minimum [Member]    
Commitments and Contingencies [Line Items]    
Term of expected to pay 1 year  
Maximum [Member]    
Commitments and Contingencies [Line Items]    
Term of expected to pay 3 years  
v3.24.3
Subsequent Events (Details) - Oct. 23, 2024 - Subsequent Event [Member]
USD ($)
CNY (¥)
CNY (¥)
Subsequent Event [Line Items]      
Selling price of machines $ 718,000   ¥ 4,039,280
Sale-leaseback term 36 months 36 months  
Sale-leaseback term description October 25, 2024 to October 25, 2027 October 25, 2024 to October 25, 2027  
Cost of relevant equipment $ 248,000 ¥ 1,730,000  

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