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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF

1934

For the fiscal year ended: December 31, 2011

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

 

Commission file number: 000-32585

 

SUNRISE REAL ESTATE GROUP, INC.

 

(Name of Small Business Issuer in its Charter)

 

Texas   6351   75-2713701
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer Identification No.)

  

No. 638, Hengfeng Road 25th Fl, Building A

Shanghai, PRC 200070

(Address of Principal Executive Offices) (Zip Code)

 

Issuer's telephone number: + 86-21-6167-2800

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes¨ No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. 

Yes¨ No x

 

Check whether the issuer(1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx  No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes x      No ¨

 

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K is contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes¨ No x

 

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

  Large accelerated filer¨   Accelerated filer¨  
  Non-accelerated filer¨ (Do not check if a smaller reporting company)   Smaller reporting company  x

 

The aggregate market value of the common stock held by non-affiliates 12,334,803 shares was approximately $1,356,828, based on the average closing bid and ask price of $0.11 for the Common Stock on June 30, 2011.

 

The number of shares outstanding of the issuer's Common Stock, $0.01 par value, as of March 22, 2012 was 28,691,925 shares

 

 
 

 

 

SUNRISE REAL ESTATE GROUP, INC.

 

FORM 10-K

TABLE OF CONTENTS

 

PART I    
Item 1. Description of Business 2
Item 2. Description of Property 17
Item 3. Legal Proceedings 17
Item 4. Mine Safety Disclosures 17
PART II    
Item 5. Market for Common Equity and Related Stockholder Matters 18
Item 6. Selected Financial Data 18
Item 7. Management's Discussion and Analysis or Plan of Operation 18
Item 8. Financial Statements 26
Item 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 42
Item 9A. Controls and Procedures 42
Item 9B. Other Information 42
PART III    
Item 10. Directors, Executive Officers, Promoters, Control Persons and Corporate Governance; Compliance With Section 16(A) of the Exchange Act 43
Item 11. Executive Compensation 47
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 48
Item 13. Certain Relationships and Related Transactions and Director Independence 49
Item 14. Principal Accountant Fees and Services 50
Item 15. Exhibits 51

 

1
 

 

PART I

 

ITEM 1. DESCRIPTION OF BUSINESS

 

Corporate History

 

The principal activities of the Company are real estate development and property brokerage services, real estate marketing services, property leasing services and property management services in the PRC.

 

Sunrise Real Estate Development Group, Inc. (“CY-SRRE”) was established in the Cayman Islands on April 30, 2004 as a limited liability company. CY-SRRE was wholly owned by Ace Develop Properties Limited, a corporation, (“Ace Develop”), of which Lin Chi-Jung, an individual, is the principal and controlling shareholder. Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”) was established in the People’s Republic of China (the “PRC”) on August 14, 2001 as a limited liability company. SHXJY was originally owned by a Taiwanese company, of which the principal and controlling shareholder was Lin Chi-Jung. On June 8, 2004, all the fully paid up capital of SHXJY was transferred to CY-SRRE. On June 25, 2004 SHXJY and two individuals established a subsidiary, namely, Suzhou Xin Ji Yang Real Estate Consultation Company Limited (“SZXJY”) in the PRC, at which point in time, SHXJY held a 90% equity interest in SZXJY. SRRE and its subsidiaries and branches are sometimes hereinafter collectively referred to as “the Company.”

 

On August 9, 2005, SHXJY sold a 10% equity interest in SZXJY to a company owned by a director of SZXJY, and transferred a 5% equity interest in SZXJY to CY-SRRE. Following the disposal and the transfer, CY-SRRE effectively held an 80% equity interest in SZXJY. On November 24, 2006, CY-SRRE, SHXJY, a director of SZXJY and a third party established a subsidiary, namely, Suzhou Shang Yang Real Estate Consultation Company Limited (“SZSY”) in the PRC, with CY-SRRE holding a 12.5% equity interest, SHXJY holding a 26% equity interest and the director of SZXJY holding a 12.5% equity interest in SZSY. At the date of incorporation, SRRE and the director of SZXJY entered into a voting agreement that SRRE is entitled to exercise the voting right in respect of his 12.5% equity interest in SZSY. Following that, SRRE effectively holds 51% equity interest in SZSY. On September 24, 2007, CY-SRRE sold a 5% equity interest in SZXJY to a company owned by a director of SZXJY. Following the disposal, CY-SRRE effectively holds 75% equity interest in SZXJY. In January of 2012, SHXJY invested 24% and established a company in Linyi and acquired approximately 103,385 square meters for the purpose of developing into villa-style residential housings. In an agreement with Zhang Shu Qing, a majority shareholder of 51%, we have her 51% voting power and thus effectively have 75% of voting power.

 

LIN RAY YANG Enterprise Ltd. (“LRY”) was established in the British Virgin Islands on November 13, 2003 as a limited liability company. LRY was owned by Ace Develop, Planet Technology Corporation (“Planet Tech”) and Systems & Technology Corporation (“Systems Tech”). On February 5, 2004, LRY established a wholly owned subsidiary, Shanghai Shang Yang Real Estate Consultation Company Limited (“SHSY”) in the PRC as a limited liability company. On January 10, 2005, LRY and a PRC third party established a subsidiary, Suzhou Gao Feng Hui Property Management Company Limited (“SZGFH”), in the PRC, with LRY holding 80% of the equity interest in SZGFH. On May 8, 2006, LRY acquired 20% of the equity interest in SZGFH from the third party. Following the acquisition, LRY effectively holds 100% of the equity interest in SZGFH. In 2011 we established Wuhan Yuan Yu Long (WHYYL) and had a 49% ownership the purpose of this project company was for a development project in Wuhan.

 

SRRE was initially incorporated in Texas on October 10, 1996, under the name of Parallax Entertainment, Inc. (“Parallax”). On December 12, 2003, Parallax changed its name to Sunrise Real Estate Development Group, Inc. On April 25, 2006, Sunrise Estate Development Group, Inc. filed Articles of Amendment with the Texas Secretary of State, changing the name of Sunrise Real Estate Development Group, Inc. to Sunrise Real Estate Group, Inc., effective from May 23, 2006.

 

On August 31, 2004, Sunrise Real Estate Group, Inc. (“SRRE”), CY-SRRE and Lin Chi-Jung, an individual and agent for the beneficial shareholder of CY-SRRE, i.e., Ace Develop, entered into an exchange agreement under which SRRE issued 5,000,000 shares of common stock to the beneficial shareholder or its designees, in exchange for all outstanding capital stock of CY-SRRE. The transaction closed on October 5, 2004. Lin Chi-Jung is Chairman of the Board of Directors of SRRE, the President of CY-SRRE and the principal and controlling shareholder of Ace Develop.

 

Also on August 31, 2004, SRRE, LRY and Lin Chi-Jung, an individual and agent for beneficial shareholders of LRY, i.e., Ace Develop, Planet Tech and Systems Tech, entered into an exchange agreement under which SRRE issued 10 million shares of common stock to the beneficial shareholders, or their designees, in exchange for all outstanding capital stock of LRY. The transaction was closed on October 5, 2004. Lin Chi-Jung is Chairman of the Board of Directors of SRRE, the President of LRY and the principal and controlling shareholder of Ace Develop. Regarding the 10 million shares of common stock of SRRE issued in this transaction, SRRE issued 8.5 million shares to Ace Develop, 750,000 shares to Planet Tech and 750,000 shares to Systems Tech.

 

As a result of the acquisition, the former owners of CY-SRRE and LRY hold a majority interest in the combined entity. Generally accepted accounting principles require in certain circumstances that a company whose shareholders retain the majority voting interest in the combined business be treated as the acquirer for financial reporting purposes. Accordingly, the acquisition has been accounted for as a “reverse acquisition” arrangement whereby CY-SRRE and LRY are deemed to have purchased SRRE. However, SRRE remains the legal entity and the Registrant for Securities and Exchange Commission reporting purposes. All shares and per share data prior to the acquisition have been restated to reflect the stock issuance as a recapitalization of CY-SRRE and LRY.

 

2
 

 

On January 21, 2011, we entered into a Share Purchase Agreement with Good Speed Services Limited (“Good Speed”) to issue 2.5 million shares for US $500,000. This agreement, subject to standard closing terms and conditions, was scheduled to close on or before March 20, 2011. On March 18, an extension was signed between SRRE and Good Speed to extend the closing date to on or before July 5, 2011. On June 24, 2011, we issued 2.5 million shares of common stock to Good Speed and received US $500,000.

 

On January 22, 2011 we entered into a Share Purchase Agreement with Better Time International Limited (“Better Time”) to issue 2.5 million shares for US $500,000. This agreement, subject to standard closing terms and conditions, was scheduled to close on or before March 20, 2011. On March 16 an extension was signed between SRRE and Better Time to extend the closing date to on or before July 1, 2011. On July 1, 2011, Sunrise and Better Time extended the closing date to on or before September 30, 2011. On September 30, 2011, we issued 2.5 million shares of common stock to Better Time and received US $500,000.

 

General Business Description

 

SRRE was incorporated on October 10, 1996 as a Texas corporation and was formerly known as Parallax Entertainment, Inc. SRRE has gone through a series of transactions leading to the completion of a reverse merger on October 5, 2004. Prior to the closing of the exchange agreements described in “Corporate History” above, SRRE was an inactive "shell" company. Following the closing, SRRE, through its two wholly owned subsidiaries, CY-SRRE and LRY, has engaged in the property brokerage services, real estate marketing services, property leasing services and property management services in the PRC.

 

The Company recognizes that in order to differentiate itself from the market, it should avoid direct competition with large-scale property developers who have their own marketing departments. Our objective is to develop a niche position with marketing alliances with medium size and smaller developers, and become their outsourcing marketing and sales agents.

 

SRRE operates through a tier of wholly owned subsidiaries of Sunrise Real Estate Development Group, Inc., a Cayman Islands corporation ("CY-SRRE") and LIN RAY YANG Enterprise, Ltd., a British Virgin Islands company ("LRY"). Neither CY-SRRE nor LRY have operations but conduct operations in Mainland China through their respective subsidiaries that are based in the PRC. CY-SRRE operates through its wholly owned subsidiary, SHXJY. LRY operates through its two wholly owned subsidiaries, SHSY and SZGFH. SHXJY and SHSY are property agency business earning commission revenue from marketing and sales services to developers. The main business of SZGFH is to render property rental service, buildings management and maintenance service for office buildings. Our company organization chart is as follows:

 

3
 

 

Figure 1: Company Organization Chart

 

 

1. Established Linyi Shang Yang Real Estate Development Company Limited in January, 2012.
2. Beijing Xin Jin Yang Real Estate Consultation Company Limited is currently in the process of being dissolved in 2012.
3. Kunshan Shang Yang Real Estate Brokerage Company Limited is currently in the process of being dissolved in 2012.

  

Our major business is agency sales, whereby our Chinese subsidiaries contracted with property developers to market and sell their newly developed property units. For these services we earned a commission fee calculated as a percentage of the sales prices. We have focused our sales on the whole China market, especially in secondary cities. To expand our agency business, we have established subsidiaries and branches in Shanghai, Suzhou, Beijing, Yangzhou, Chongqing, Quanjiao ,Hainan, Shangqiu, Chengdu, Wuhan, Kunshan, and Linyi.

 

During 2005 and 2006, SZGFH entered into leasing agreements with certain buyers of the Sovereign Building underwriting project to lease the properties for them. These leasing agreements on these properties are for 62% of the floor space that was sold to third party buyers. In accordance with the leasing agreements, the owners of the properties can have a rental return of 8.5% and 8.8% per annum for a period of 5 years and 8 years, respectively. In regards to the leasing agreements, we have negotiated with the buyers and have lowered the annual rental return rate for the remaining leasing period from 8.5% for 5 years to 5.8%, and from 8.8% for 8 years to 6%. As of December 31, 2011, 68% of the buyers agreed upon the lowered rate and 25% of the buyers agreed to cancel the leasing agreements. The leasing period started in the second quarter of 2006, and the Company has the right to sublease the leased properties to cover these lease commitments in the leasing period. As of December 31, 2011, 104 sub-leasing agreements have been signed and the area of these sub-leasing agreements represented 67% of the total area with these lease commitments.

 

4
 

 

With a relatively short history and smaller capital base, we recognize that in order to differentiate ourselves from the market, we need to avoid direct competition with large-scale property developers, who have their own marketing departments. We plan to utilize our professional experience to carve a niche and position by developing marketing alliances with medium size and smaller developers. This strategic plan is designed to expand our activities beyond our existing revenue base, enabling us to assume higher investment risk and giving us flexibility in collaborating with partnering developers. The plan is aimed at improving our capital structure, diversifying our revenue base, creating higher values and equity returns.

 

In the past eleven years, we have established a reputation as a sales and marketing agency for new projects. With our accumulated expertise and experience, we intend to take a more aggressive role by participating in property investments. We plan to select property developers with outstanding qualifications as our strategic partners, and continue to build strength in design, planning, positioning and marketing services. Beginning 2012, we are developing our first development project in Wuhan and Linyi and have started the initial construction in the first quarter of 2012.

 

Business Activities

 

Our main operating subsidiaries, SHXJY and SHSY, have engaged in sales and marketing agency work for newly built property units. We also have developed a good network of landowners and earned the trust of developers, allowing us to explore opportunities in property investments.

 

In order to build a cushion against the cyclical nature of the real estate industry and have a more diversified revenue base, we established another operating subsidiary, SZGFH, to deal with property management and rental operations.

 

While our main operation is in agency sales, we are constantly seeking opportunities to branch out into real estate development. While we continue our efforts there are no assurance we will be able to obtain any development projects.

 

Commission Based Services

 

Commission based services refer to marketing and sales agency operations, which provide the following services:

 

a. Integrated Marketing Planning

b. Advertising Planning & Execution

c. Sales Planning and Execution

 

In this type of business, we sign a marketing and sales agency agreement with property developers to undertake the marketing and sales activities of a specific project. The scope of service varies according to clients' needs; it could be a full package of all the above services, a combination of any two of the above services or any single service.

 

A major part of our existing revenue comes from commission-based services. We secure these projects via bidding or direct appointments. As a result of our relationships with existing clients and our sales track record, we have secured a number of cases from prior clients on subsequent phases of projects.

 

Normally, before a developer retains us, we will evaluate and determine the Average Sales Value of a project. This value will be proposed to the developer, and the parties will determine and agree on an Average Sales Value as the basis of our agency agreement. The actual sales price of the project is generally priced higher than the Average Sales Value depending on market conditions. On average, we have been to sell the property at a small premium over Average Sales Value.

 

Our normal commission structure is a combination of the following:

a) Base Commission of 1.0% - 1.5% based on the Average sales value.

b) Surplus Commission of 10% - 30% based on the difference between Average Sales Value and actual sales price.

 

Our wholly owned subsidiaries, SHXJY and SHSY, engage in this sales and marketing phase of our business.

 

Real Estate Development

 

In mid 2011, we established a project company in Wuhan where we have 49% stake. During the fourth quarter of 2011, the project company was in the process of acquiring land and obtaining the appropriate license and certificate for the development project. In the first quarter of 2012, we began its initial construction. The land is approximately 27,950 square meters with an estimated development period of three years.. Proceeds from sales will fund the constructions of subsequent phases and we are currently in the process of applying for bank loans and other forms of funding, however, there are no assurance we will be able to obtain future financings.

 

5
 

 

In January 2012, we established Linyi Shang Yang Real Estate Development (“LYSY”) with 24% stake in the company. During the first quarter of 2012, we acquired approximately 103,385 square meters for the purpose of developing villa-style residential housing. Proceeds from sales will fund the constructions of subsequent phases and we are currently in the process of applying for bank loans and other forms of funding, however, there are no assurances we will be able to obtain future financings.

 

Mainland China's Property Sector

 

The industry's macro environment is opening up, and the property sector is gradually developing to be a more regulated market. Stable economic growth provides a solid and secure base for investment returns in the property sector.

 

GDP Growth of PRC for the period of 2007 through 2011

 

    GDP GROWTH 
2007    11.4%
2008    9.0%
2009    8.7%
2010    10.3%
2011    9.2%
Source: National Bureau of Statistics of China       
        

Government regulation

 

On November 5, 2008, the State Council announced a two-year economic stimulus plan involving a total investment of RMB 4 trillion. The stimulus plan, which the State Council announced at a general meeting, is called the Ten Measures to Further Expand Domestic Demand and Promote Steady Economic Development (the Ten Measures). In the first measure, the government affirms its commitment to subsidizing low-rent housing, renovating poor and imperiled housing in rural areas, and providing housing for nomads. The National Development and Reform Commission (NDRC) announced on December 18, 2008, that the central government has distributed RMB10 billion for the construction of affordable housing.

 

The State Taxation Administration issued the Regulation of Land Value-added Tax Clearing and Administrating in May 2009, effective on June 1, 2009. It requires the developers to clear the land value-added tax, which have completed development projects and have finished sale, or have sold development projects under constructed, or have transferred the land use right to others.

 

On May 27 2009, the Chinese government issued the policy “Notice of the Fix Asset Investment Ratio” stating that economical housings and residential housing’s must provide at least 20% of the purchase price before bank loans. Other real estate project’s minimum payment, not including bank loans, shall be 30%. This is a decrease from the 35% minimum required since 2004 and a drop in level back in 1996. This policy signifies the government loosening of the real estate sector.

 

The Ministry of Finance, Ministry of Land and Resources, Ministry of Supervision, the Central Government, and five other agencies announced in “Notice Regarding to Improve Upon Land Sale and Receivable Management,” to increase the initial payment of land purchases to 50% of the purchase price and the entire purchase price must be paid in full within the year in Dec 2009. Prior to the increase, the increase, the initial payment was around 20% to 30%.

 

On January 1, 2010, the Ministry of Finance and the State Administration of Taxation re-imposed the business tax on total proceeds from the resale of certain residential properties held for less than five years. The China Banking Regulatory Authority withdrew its earlier policy and emphasized the minimum 40% down payment requirement for mortgages for second properties. On March 8, 2010, the Ministry of Land and Resources issued a circular to further strengthen the supervision on land supply, requiring a real estate developer to pay at least 50% of the land premium within one month and 100% within one year after the land use right contract is executed. On April 17, 2010, the State Council issued the Circular on Firmly Restraining Soaring Housing Prices in Certain Cities. According to this circular,

 

A Down payment must be no less than 30% of the purchase price for first self-use housing unit purchases by a family with a gross construction area of more than 90 square meters.;
The minimum down payment for the second housing unit purchased by a family is increased from 40% to 50% and the loan interest rate must be no less than 110% of benchmark lending interest rate;
Down payment for the third or more housing unit purchased by any family and the loan interest rate must be further increased significantly based on the rate for the first and second housing units, as determined by commercial banks based on their assessment of the risks;
Commercial banks may suspend extending loans to families for their purchases of the third or more housing units in regions where commercial housing unit prices are too high or have risen too fast or supply of housing units is insufficient. The banks may also suspend extending loans to individuals for their purchase of housing units outside of their registered residence if they cannot furnish evidence of their tax or social insurance premium payment for at least one year locally in the region where the subject housing units are located; and
Local governments are allowed to limit the total number of housing units one can purchase in certain period in light of the local situation.

 

6
 

 

On January 10th, 2010, the government established a notice of 11 measures to strengthen management of the real estate market to address the rising real estate prices. The measures call for an increasing supply of low-cost houses for low-income families and common residential houses, encouraging reasonably priced house buying while limiting purchases for speculation and investment, strengthening real estate project loan risk management and market supervision, speeding up construction of residential housing projects for low-income households, and specifying responsibilities of local governments.

 

Such efforts by the government to slow down property price appreciation may reduce the activities in the real estate market and decrease real estate transaction volume, and prevent developers from raising capital they need or increase their costs to start new projects. There are no assurances that the PRC government will not adopt new measures in the future that may result in lower growth rates in the real estate industry. Frequent changes in government policies may also create uncertainty that could discourage investment in real estate. Our business may be materially and adversely affected as a result of decreased transaction volumes or real estate prices that may result from government policies.

 

In January 2011, the State Council released eight new measures to put downward pressure on property prices by: 

1) Requiring local governments to set housing price targets in proportion with local income levels for 2011;

2) Requiring a business tax for housing sales within 5 years of purchase must be levied on total sales value;

properties;

3) Strengthening the management of land supply for housing

4) Imposing purchase restrictions in all large- & medium-sized cities. Families already owning a residential property are restricted to buy only one more, while those already owning two or more properties are prohibited to purchase additional properties;

5) Accelerating the construction of social security residential housings;

6) Providing that the down payment ratio for second-home purchases must not be less than 60%, up from 50%, with an interest rate at least 1.1 times of the benchmark rate;

7) Improving guidance for media's housing market coverage;

8) Providing for implementation & accountability for local governments over the housing price control targets.

 

In May 2011, the National Development and Reform Commission (“NDRC”) began the “one house, one price” policy which requires developers to enhance its disclosure of the residential properties’ offering prices and available supply volume. This policy is designed to prevent developers from posting false supply volume and prices to fuel speculative price volatility.

 

In July 2011, the China’s State Council declared that it will continue to implement tightening policies and expand the housing purchase restrictions to second and third-tier cities.

 

Environmental matters

 

There is a growing concern in regards to the global warming issues affecting the world today. The changing weather patterns and abnormal conditions may affect the construction and logistics of developers and this may indirectly cause inverse effect to our operation. Extreme weather conditions may delay in construction of properties; this then may delay the sale of these properties and therefore delaying our future revenue stream.

 

7
 

 

Employees

As of December 31, 2011, we had the following number of employees:

    Employees
SRRE    
Administration Dept.   1
Accounting Dept.   2
Investor Relations Dept.   2
     
SHXJY    
Administration Dept.   17
Accounting Dept.   2
Research & Development Dept.   5
Marketing Dept.   12
     
Chongqing Branch of SHXJY    
Accounting Dept.   1
Marketing Dept.   4
     
SZXJY    
Administration Dept.   11
Accounting Dept.   3
Research & Development Dept.   9
Advertising & Communication Planning Dept.   5
Marketing Dept.   48
     
SZSY    
Marketing Dept.   28
     
SZXJYB    
Marketing Dept.   7
     
SHSY    
Administration Dept.   9
Accounting Dept.   3
Marketing Dept.   1
     
SYSY    
Marketing Dept.   14
     
SZGFH    
Administration Dept.   2
Accounting Dept.   3
Marketing Dept.   4
     
SQSY    
Marketing Dept.   7
     
WHGFH    
Marketing Dept.   1
     
SHRJ    
Administration Dept.   1
Design Dept.   9
Total   211

 

None of our employees are represented by a labor union or bound by a collective bargaining unit. We believe that our relationship with its employees is satisfactory.

 

8
 

 

ITEM 1A. RISK FACTORS

 

RISK FACTORS

 

SRRE has identified a number of risk factors faced by the Company. These factors, among others, may cause actual results, events or performance to differ materially from those expressed in this 10-K or in press releases or other public disclosures. You should be aware of the existence of these factors.

 

RISKS RELATING TO THE GROUP

 

SRRE is a holding company and depends on its subsidiaries’ cash flows to meet its obligations.

 

SRRE is a holding company, and it conducts all of its operations through its subsidiaries. As a result, its ability to meet any obligations depends upon its subsidiaries’ cash flows and payment of funds as dividends, loans, advances or other payments. In addition, the payment of dividends or the making of loans, advances or other payments to SRRE may be subject to regulatory or contractual restrictions.

 

Our invoicing for commissions may be delayed.

 

Generally, we recognize our commission revenues after the contracts signed with developers are completed and confirmations are received from the developers. However, sometimes we do not recognize income even when we have rendered our services for any of the following reasons:

 

a.The developers have not received payments from potential purchasers who have promised to pay the outstanding sum by cash;
b.The purchasers, who need to obtain mortgage financing to pay the outstanding balance due, are unable to obtain the necessary financing from their banks;
c.Banks are sometimes unwilling to grant the necessary bridge loan to the developers in time due to the developers’ relatively low credit rating;
d.The developers tend to be in arrears with sales commissions; therefore, do not grant confirmation to us to be able to invoice them accordingly.

 

Development of new business may stretch our cash flow and strain our operation efficiency.

 

Business expansion and the need to integrate operations arising from the expansion may place a significant strain on our managerial, operational and financial resources, and will further contribute to a need to increase in our financial needs.

 

Risks associated with a Guaranteed Rental Return Promotion.

 

During the year of 2005 and 2006, SZGFH entered into leasing agreements with certain buyers of the Sovereign Building underwriting project to lease the properties for them. These leasing agreements on these properties are for 62% of the floor space that was sold to third party buyers. In accordance with the leasing agreements, the owners of the properties can have a rental return of 8.5% and 8.8% per annum for a period of 5 years and 8 years, respectively. In regards to the leasing agreements, we have negotiated with the buyers and have lowered the annual rental return rate for the remaining leasing period from 8.5% for 5 years to 5.8%, and from 8.8% for 8 years to 6%. As of December 31, 2011, 68% of the buyers agreed upon the lowered rate, 7% of the buyers did not agreed to a lowered rate and 25% of the buyers agreed to cancel the leasing agreements. The leasing period started in the second quarter, 2006, and the Company has the right to sublease the leased properties to cover these lease commitments in the leasing period.

 

We are continuing to promote this package. The return is guaranteed by SZGFH, whereby SZGFH’s principal activities are real estate leasing and property management services. However, we may not successfully sublease the targeted properties at prices higher than what we committed in the promotional package. Our failure to do so could adversely affect our financial condition.

 

Our acquisition of new property may involve risks.

 

These acquisitions involve several risks including, but not limited to, the following:

 

a. The acquired properties may not perform as well as we expected or ever become profitable.

b. Improvements to the properties may ultimately cost significantly more than we had originally estimated.

 

Additional acquisitions might harm our business.

 

As part of our business strategy, we may seek to acquire or invest in additional businesses, products, services or technologies that we think could complement or expand our business. If we identify an appropriate acquisition opportunity, we might be unable to negotiate the terms of that acquisition successfully, finance it, or integrate it into our existing business and operations. We may also be unable to select, manage or absorb any future acquisitions successfully. Furthermore, the negotiation of potential acquisitions, as well as the integration of an acquired business, would divert management time and other resources. We may have to use a substantial portion of our available cash to consummate an acquisition. If we complete acquisitions through exchange of our securities, our shareholders could suffer significant dilution. In addition, we cannot assure you that any particular acquisition, even if successfully completed, will ultimately benefit our business.

 

9
 

 

Our real estate investments are subject to numerous risks.

 

We are subject to risks that generally relate to investments in real estate. The investment returns available from equity investments in real estate depend in large part on the amount of income earned and capital appreciation generated by the related properties, as well as the expenses incurred. In addition, a variety of other factors affect income from properties and real estate values, including governmental regulations, insurance, zoning, tax and eminent domain laws, interest rate levels and the availability of financing. For example, new or existing real estate zoning or tax laws can make it more expensive and/or time-consuming to develop real property or expand, modify or renovate properties. When interest rates increase, the cost of acquiring, developing, expanding or renovating real property increases and real property values may decrease as the number of potential buyers decrease. Similarly, as financing becomes less available, it becomes more difficult both to acquire and to sell real property. Finally, governments can, under eminent domain laws, take real property. Sometimes this taking is for less compensation than the owner believes the property is worth. Any of these factors could have a material adverse impact on results of our operations or financial condition. In addition, equity real estate investments, such as the investments we hold and any additional properties that we may acquire, are relatively difficult to sell quickly. If our properties do not generate sufficient revenue to meet operating expenses, including debt servicing and capital expenditures, our income will be reduced.

 

Competition, economic conditions and similar factors affecting us, and the real estate industry in general, could affect our performance.

 

Our properties and business are subject to all operating risks common to the real estate industry. These risks include:

 

a. Adverse effects of general and local economic conditions;

b. Increases in operating costs attributable to inflation and other factors; and

c. Overbuilding in certain property sectors.

 

These factors could adversely affect our revenues, profitability and results of operations.

 

Our business is susceptible to fluctuations in the real estate market of China, especially in certain areas of eastern China where a significant portion of our operations are concentrated, which may adversely affect our revenues and results of operations.

 

We conduct our real estate services business primarily in China. Our business depends substantially on the conditions of the PRC real estate market. Demand for private residential real estate in China has grown rapidly in the recent decade but such growth is often coupled with volatility in market conditions and fluctuation in real estate prices. Fluctuations of supply and demand in China’s real estate market are caused by economic, social, political and other factors. To the extent fluctuations in the real estate market adversely affect real estate transaction volumes or prices, our financial condition and results of operations may be materially and adversely affected.

 

As a significant portion of our operations is concentrated in Shanghai and Jiangsu Province, any decrease in demand or real estate prices or any other adverse developments in these regions may materially and adversely affect our total real estate transaction volumes and average selling prices, which may in turn adversely affect our revenues and results of operations. These economic uncertainties involve, among other things, conditions of supply and demand in local markets and changes in consumer confidence and income, employment levels, increase in mortgage interest rates and government regulations. These risks and uncertainties could periodically have an adverse effect on consumer demand for and the pricing of our homes, which could cause our operating revenues to decline. In addition, builders are subject to various risks, many of them outside the control of the homebuilder including competitive overbuilding, availability and cost of building lots, materials and labor, adverse weather conditions, cost overruns, changes in government regulations, and increases in real estate taxes and other local government fees. A reduction in our revenues could in turn negatively affect the market price of our securities.

 

Our business may be materially and adversely affected by government measures aimed at China’s real estate industry.

 

The real estate industry in China is subject to government regulations. Until 2009, the real estate markets in a number of major cities in China had experienced rapid and significant growth. Before the global economic crisis hit all the major economies worldwide in 2009, the PRC government had adopted a series of measures to restrain what it perceived as unsustainable growth in the real estate market. From 2003 to 2011, the PRC government introduced a series of specific administrative and credit-control measures including, but not limited to, setting minimum down payment requirements for residential and commercial real estate transactions, limiting availability of mortgage loans, and tightening governmental approval process for certain real estate transactions.

 

In cities such as Beijing and Shanghai, we have seen the effects of such policies and regulatory measures. The sales volumes for real properties in Beijing and Shanghai decreased significantly after the policy change. The sale prices for certain properties in such cities also weakened. The PRC government’s policy and regulatory measures on the PRC real estate sector could adversely affect the property purchasers’ ability to obtain mortgage financing or significantly increase the cost of mortgage financing and reduce market demand for properties. These factors may materially and adversely affect our business, financial condition, results of operations and prospects.

 

10
 

 

Despite the recent government measures aimed at maintaining the long-term stability of the real estate market, we cannot assure you that the PRC government will not continue to adopt new measures in the future that may result in short-term downward adjustments and uncertainty in the real estate market.

 

Our business may be materially and adversely affected as a result of decreased transaction volumes or real estate prices that may follow these adjustments or market uncertainty.

 

We operate in a highly competitive environment.

 

Our competitors may be able to adapt more quickly to changes in customer needs or to devote greater resources than we can to developing and expanding our services. Such competitors could also attempt to increase their presence in our markets by forming strategic alliances with other competitors, by offering new or improved services or by increasing their efforts to gain and retain market share through competitive pricing. As the market for our services matures, price competition and penetration into the market will intensify. Such competition may adversely affect our gross profits, margins and results of operations. There can be no assurance that we will be able to compete successfully with existing or new competitors.

 

We may be unable to effectively manage our growth.

 

We will need to manage our growth effectively, which may entail devising and effectively implementing business and integration plans, training and managing our growing workforce, managing our costs, and implementing adequate control and reporting systems in a timely manner. We may not be able to successfully manage our growth or to integrate and assimilate any acquired business operations. Our failure to do so could affect our success in executing our business plan and adversely affect our revenues, profitability and results of operations.

 

If we fail to successfully manage our planned expansion of operations, our growth prospects will be diminished and our operating expenses could exceed budgeted amounts.

 

Our ability to offer our services in an evolving market requires an effective planning and management process. We have expanded our operations rapidly since inception, and we intend to continue to expand them in the foreseeable future. This rapid growth places significant demand on our managerial and operational resources and our internal training capabilities. In addition, we have hired a significant number of employees and plan to further increase our total work force. This growth will continue to substantially burden our management team. To manage growth effectively, we must:

 

a. Implement and improve our operational, financial and other systems, procedures and controls on a timely basis.

b. Expand, train and manage our workforce, particularly our sales and marketing and support organizations.

 

We cannot be certain that our systems, procedures and controls will be adequate to support our current or future operations or that our management will be able to handle such expansion and still achieve the execution necessary to meet our growth expectations. Failure to manage our growth effectively could diminish our growth prospects and could result in lost opportunities as well as operating expenses exceeding the amount budgeted.

 

We may be unable to maintain internal funds or obtain financing or renew credit facilities in the future.

 

Adequate financing is one of the major factors, which can affect our ability to execute our business plan in this regard. We finance our business mainly through internal funds, bank loans or raising equity funds. There is no guarantee that we will always have internal funds available for future developments or we will not experience difficulties in obtaining financing and renewing credit facilities granted by financial institutions in the future. In addition, there may be a delay in equity fundraising activities. Although in 2011 we issued a total of 5,000,000 shares for an aggregate of $1,000,000 to two investors, our access to obtain debt or equity financing depends on the banks' willingness to lend and on conditions in the capital markets, and we may not be able to secure additional sources of financing on commercially acceptable terms, if at all.

 

We may need to raise additional capital that may not be available on terms favorable to us, if at all.

 

We may need to raise additional capital in the future, and we cannot be certain that we will be able to obtain additional financing on favorable terms, if at all. If we cannot raise additional capital on acceptable terms, we may not be able to develop or enhance our services, take advantage of future opportunities or respond to competitive pressures or unanticipated requirements. To fully realize our business objectives and potential, we may require additional financing. We cannot be sure that we will be able to secure the financing we will require, or that it will be available on favorable terms. If we are unable to obtain any necessary additional financing, we will be required to substantially curtail our approach to implementing our business objectives. Additional financing may be debt, equity or a combination of debt and equity. If equity is used, it could result in significant dilution to our shareholders.

 

Our operations and growth prospects may be significantly impeded if we are unable to retain our key personnel or attract additional key personnel, particularly since experienced personnel and new skilled personnel are in short supply.

 

Competition for key personnel is intense. As a small company, our success depends on the service of our executive officers, and other skilled managerial and technical personnel, and our ability to attract, hire, train and retain personnel. There is always the possibility that certain of our key personnel may terminate their employment with us to work for one of our competitors at any time for any reason. There can be no assurance that we will be successful in attracting and retaining key personnel. The loss of services of one or more key personnel could have a material adverse effect on us and would materially impede the operation and growth of our business.

 

11
 

 

If our partnering developers experience financial or other difficulties, our business and revenues could be adversely affected.

 

As a service-based company, we greatly depend on the working relationships and agency contracts with its partnering developers. We are exposed to the risks that our partnering developers may experience financial or other difficulties, which may affect their ability or will to carry out any existing development projects or resell contracts, thus delaying or canceling the fulfillment of their agency contracts with us. Any of these factors could adversely affect our revenues, profitability and results of operations.

 

Our partnering developers are subject to extensive government regulation which could make it difficult for them to obtain adequate funding or additional funding. Various PRC regulations restrict developers’ ability to raise capital through external financings and other methods, including, but not limited to, the following:

 

·developers cannot pre-sell uncompleted residential units in a project prior to achieving certain development milestones specified in related regulations;

 

·PRC banks are prohibited from extending loans to real estate companies to fund the purchase of land use rights;
·developers cannot borrow from a PRC bank for a particular project unless we fund at least 35% of the total investment amount of that project using our own capital;

 

·developers cannot borrow from a PRC bank for a particular project if we do not obtain the land use right certificate for that project;

 

·property developers are strictly prohibited from using the proceeds from a loan obtained from a local bank to fund property developments outside of the region where the bank is located; and

 

·PRC banks are prohibited from accepting properties that have been vacant for more than three years as collateral for a loan.

 

If we fail to establish and maintain strategic relationships, the market acceptance of our services, and our profitability, may suffer.

 

To offer services to a larger customer base, our direct sales force depends on strategic partnerships, marketing alliances, and partnering developers to obtain customer leads and referrals. If we are unable to maintain our existing strategic relationships or fail to enter into additional strategic relationships, we will have to devote substantially more resources to the marketing of our services. We would also lose anticipated customer introductions and co-marketing benefits. Our success depends in part on the success of our strategic partners and their ability to market our services successfully. In addition, our strategic partners may not regard us as significant for their own businesses. Therefore, they could reduce their commitment to us or terminate their respective relationships with us, pursue other partnerships or relationships, or attempt to develop or acquire services that compete with our services. Even if we succeed in establishing these relationships, they may not result in additional customers or revenues.

 

We are subject to the risks associated with projects operated through joint ventures.

 

Some of our projects are operated through joint ventures in which we have controlling interests. We may enter into similar joint ventures in the future. Any joint venture investment involves risks such as the possibility that the joint venture partner may seek relief under Chinese insolvency laws, or have economic or business interests or goals that are inconsistent with our business interests or goals. While the bankruptcy or insolvency of our joint venture partner generally should not disrupt the operations of the joint venture, we could be forced to purchase the partner’s interest in the joint venture, or the interest could be sold to a third party. Additionally, we may enter into joint ventures in the future in which we have non-controlling interests. If we do not have control over a joint venture, the value of our investment may be affected adversely by a third party that may have different goals and capabilities than ours. It may also be difficult for us to exit a joint venture that we do not control after an impasse. In addition, a joint venture partner may be unable to meet its economic or other obligations, and we may be required to fulfill those obligations.

 

We are subject to the risks associated with projects operated through joint ventures.

 

Some of our projects are operated through joint ventures in which we have controlling interests. We may enter into similar joint ventures in the future. Any joint venture investment involves risks such as the possibility that the joint venture partner may seek relief under federal or state insolvency laws, or have economic or business interests or goals that are inconsistent with our business interests or goals. While the bankruptcy or insolvency of our joint venture partner generally should not disrupt the operations of the joint venture, we could be forced to purchase the partner’s interest in the joint venture, or the interest could be sold to a third party. Additionally, we may enter into joint ventures in the future in which we have non-controlling interests. If we do not have control over a joint venture, the value of our investment may be affected adversely by a third party that may have different goals and capabilities than ours. It may also be difficult for us to exit a joint venture that we do not control after an impasse. In addition, a joint venture partner may be unable to meet its economic or other obligations, and we may be required to fulfill those obligations.

 

12
 

 

We are subject to risks relating to acts of God, terrorist activity and war.

 

Our operating income may be reduced by acts of God, such as natural disasters or acts of terror, in locations where we own and/or operate significant properties and areas from which we draw customers and partnering developers. Some types of losses, such as from earthquake, hurricane, terrorism and environmental hazards, may be either uninsurable or too expensive to justify insuring against. Should an uninsured loss or a loss in excess of insured limits occur, we could lose all or a portion of the capital we have invested in any particular property, as well as any anticipated future revenue from such property. In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property. Similarly, wars (including the potential for war), terrorist activity (including threats of terrorist activity), political unrest and other forms of civil strife as well as geopolitical uncertainty have caused in the past, and may cause in the future, our results to differ materially from anticipated results.

 

We have limited business insurance coverage in China.

 

The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products. As a result, we do not have any business liability or disruption insurance coverage for our operations in China. Any business disruption, litigation or natural disaster might result in substantial costs and diversion of resources.

 

We may be affected by global climate change or by legal, regulatory, or market responses to such change.

 

There is a growing concern in regards to the global warming issues affecting the world today. The changing weather patterns and abnormal conditions may affect the construction and logistics of developers and this may indirectly cause inverse effect to our operation. Extreme weather conditions may delay in construction of properties; this then may delay the sale of these properties and therefore delaying our future revenue stream. There may be regulations in manufacturing materials for property construction and new building codes in response to global warming that may delay construction and/or create further expenses to the developers. These possible changes may indirectly affect our business.

 

Our real estate development operating results may not achieve our goals.

 

As there are many variables to developing a real estate project, we face the risk of running out of funds mid construction and may have to delay or be unable to continue developing the project. We may also run into market downturn and not be able to sell any of the housings we’ve developed. If any of the above happens, we may face an extreme cash shortage and will directly affect our business.

 

RISKS RELATING TO OUR SECURITIES

 

Our controlling shareholders could take actions that are not in the public shareholders’ best interests.

 

As of March 31, 2012, Ace Develop directly controls 15.7% of our outstanding common stock and Lin Chi-Jung, our Chairman, is the principal and controlling shareholder of Ace Develop. As of March 31, 2012, Robert Lin Investments directly controls 15.72% of our outstanding common stock and Lin Chao Chun, one of our directors, is the principal and controlling shareholder of Robert Lin Investments. Accordingly, pursuant to our Articles of Incorporation and bylaws, Ace Develop and Lin Chi-Jung, and Robert Lin Investments and Lin Chao Chun, by virtue of their controlling ownership of share interests, will be able to exercise substantial influence over our business by directly or indirectly voting at either shareholders meetings or the board of directors meetings in matters of significance to us and our public shareholders, including matters relating to:

 

a. Election of directors and officers;

b. The amount and timing of dividends and other distributions;

c. Acquisition of or merger with another company; and

d. Any proposed amendments to our Articles of Incorporation.

 

Future sales of our common stock could adversely affect our stock price.

 

If our shareholders sell substantial amounts of our common stock in the public market, the market price of our common stock could be adversely affected. In addition, the sale of these shares could impair our ability to raise capital through the sale of additional equity securities.

 

13
 

 

We are listed on the OTCQB, which can be a volatile market.

 

Our common stock is quoted on the OTCQB, a quotation system for equity securities. It is a more limited trading market than the Nasdaq Capital Market, and timely and accurate quotations of the price of our common stock may not always be available. Investors may expect trading volume to be low in such a market. Consequently, the activity of only a few shares may affect the market and may result in wide swings in price and in volume.

 

We may be subject to exchange rate fluctuations.

 

A majority of our revenues are received, and a majority of our operating costs are incurred, in Renminbi. Because our financial statements are presented in U.S. Dollars, any significant fluctuation in the currency exchange rates between the Renminbi and the U.S. Dollar will affect our reported results of operations. We do not currently engage in currency-hedging transactions.

 

Trading of our common stock is limited, which may make it difficult for investors to sell their shares at times and prices that investors feel are appropriate.

 

Trading of our common stock has been extremely limited. This adversely effects the liquidity of our common stock, not only in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions and reduction in security analysts’ and the media’s coverage of us. This may result in lower prices for our common stock than might otherwise be obtained and could also result in a larger spread between the bid and asked prices for our common stock.

 

There is a limited market for our common stock and an active trading market for our common stock may never develop.

 

Trading in our common stock has been limited and has been characterized by wide fluctuations in trading prices, due to many factors that may have little to do with a company’s operations or business prospects.

 

Because it may be a “penny stock,” it will be more difficult for shareholders to sell shares of our common stock.

 

In addition, our common stock may be considered a “penny stock” under SEC rules because it has been trading on the OTC Bulletin Board at prices lower than $1.00. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. This document provides information about penny stocks and the nature and level of risks involved in investing in the penny-stock market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser, and obtain the purchaser’s written agreement for the purchaser. Broker-dealers also must provide customers that hold penny stocks in their accounts with such broker-dealers a monthly statement containing price and market information relating to the penny stock. If a penny stock is sold to investors in violation of the penny stock rules, investors may be able to cancel the purchase and get the money back. The penny stock rules may make it difficult for investors to sell their shares of our stock, and because of these rules, there is less trading in penny stocks. Moreover, many brokers simply choose not to participate in penny-stock transactions. Accordingly, investors may not always be able to resell shares of our common stock publicly at times and at prices that investors feel are appropriate.

 

Our stock price is, and we expect it to remain, volatile, which could limit investors’ ability to sell stock at a profit.

 

Since the completion of the SRRE /CY-SRRE/LRY share exchange transactions the market price of our common stock has ranged from a high of $0.51 per share to a low of $0.01 per share in 2011. The volatile price of our stock makes it difficult for investors to predict the value of our investment, to sell shares at a profit at any given time, or to plan purchases and sales in advance. A variety of factors may affect the market price of our common stock. These include, but are not limited to:

 

a. Announcements of new technological innovations or new commercial services by our competitors or us;

b. Developments concerning proprietary rights;

c. Regulatory developments in Mainland China and foreign countries;

d. Period-to-period fluctuations in our revenues and other results of operations;

e. Economic or other crises and other external factors;

f. Changes in financial estimates by securities analysts; and

g. Sales of our common stock.

 

We will not be able to control many of these factors, and we believe that period-to-period comparisons of our financial results will not necessarily be indicative of our future performance.

 

The stock market in general has experienced extreme price and volume fluctuations that may have been unrelated and disproportionate to the operating performance of individual companies. These broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance.

 

Because we have not paid and do not plan to pay cash dividends, investors will not realize any income from an investment in our common stock unless and until investors sell their shares at profit.

 

We did not pay cash dividends on our common stock in 2011, and we do not anticipate paying any cash dividends in the near future. Investors should not rely on an investment in our stock if they require dividend income. Further, investors will only realize income on an investment in our stock in the event they sell or otherwise dispose of their shares at a price higher than the price they paid for their shares. Such a gain would result only from an increase in the market price of our common stock, which is uncertain and unpredictable.

 

14
 

 

We intend to retain all of our earnings for use in our business and do not anticipate paying any cash dividends in the near future.

 

The payment of any future dividends will be at the discretion of the Board of Directors and will depend upon a number of factors, including future earnings, the success of our business activities, general financial condition, future prospects, general business conditions and such other factors as our Board of Directors may deem relevant.

 

RISKS RELATING TO THE REAL ESTATE INDUSTRY IN YANGTZE DELTA AND OTHER AREAS OF THE PRC

 

The real estate market in Yangtze Delta and other areas of the PRC is at an early stage of development.

 

We are subject to real estate market conditions in the PRC generally and Yangtze Delta in particular. Private ownership of property in the PRC is still at an early stage of development. Although there is a perception that economic growth in the PRC and the higher standard of living resulting from such growth will lead to a greater demand for private properties in the PRC, it is not possible to predict with certainty that such a correlation exists as many social, political, economic, legal and other factors may affect the development of the property market.The level of uncertainty is increased by the limited availability of accurate financial and market information as well as the overall low level of transparency in the PRC.

 

The PRC property market, including the Yangtze Delta property market, is volatile and may experience oversupply and property price fluctuations. The central and local governments frequently adjust monetary and other economic policies to prevent and curtail the overheating of the PRC and local economies, and such economic adjustments may affect the real estate market in Yangtze Delta and other parts of China. Furthermore, the central and local governments from time to time make policy adjustments and adopt new regulatory measures in a direct effort to control the over development of the real estate market in China, including Yangtze Delta. Such policies may lead to changes in market conditions, including price instability and an imbalance of supply and demand of residential properties, which may materially adversely affect our business and financial conditions. Also, there is no assurance that there will not be over development in the property sector in Yangtze Delta and other parts of China in the future. Any future over development in the property sector in Yangtze Delta and other parts of China may result in an oversupply of properties and a fall of property prices in Yangtze Delta or any of our other markets, which could adversely affect our business and financial condition. The lack of a liquid secondary market for residential property may discourage investors from acquiring new properties. The limited amount of property mortgage financing available to PRC individuals may further inhibit demand for residential developments.

 

Local government may issue further restrictive measures in the future.

 

In January, 2011, the Shanghai municipal government put forward a local restrictive policy. The policy prohibits residential housing purchases for 1) non-local residents, who are not able to provide a local tax payment or social security payment certificate over one year within the most recent two years, 2) local resident, who is already in possession of two residential units. The policy also limits residential housing purchases for 1) non-local residents, who are able to provide local tax payment certificate over one year, to only one unit, 2) local residents, who are already in possession of only one residential unit, to one additional residential unit.

 

We cannot assure you that the local government in Shanghai or Jiangsu Province will not issue further restrictive measures in the future. The local government’s restrictive regulations and measures could increase our operating costs in adapting to these regulations and measures, limit our access to capital resources or even restrict our business operations, which could further adversely affect our business and prospects.

 

We face increasing competition, which may adversely affect our revenues, profitability and results of operations.

 

In recent years, a large number of property companies have begun undertaking property sales and investment projects in Yangtze Delta and elsewhere in the PRC. Some of these property companies may have better track records and greater financial and other resources than we do. The intensity of the competition may adversely affect our business and financial position. In addition, the real estate market in Yangtze Delta and elsewhere in the PRC is rapidly changing. If we cannot respond to the changes in the market conditions more swiftly or effectively than our competitors do, our business and financial position will be adversely affected.

 

If the availability or attractiveness of mortgage financing were significantly limited, many of our prospective customers would not be able to purchase the properties, thus adversely affecting our business and financial position.

 

Mortgages are becoming increasingly popular as a means of financing property purchases in the PRC. An increase in interest rates may significantly increase the cost of mortgage financing, thus reducing the affordability of mortgages as a source of financing for residential property purchases. The PRC government has increased the down payment requirements and imposed certain other conditions that make mortgage financing unavailable or unattractive for some potential property purchasers. There is no assurance that the down payment requirements and other conditions will not be further revised. If the availability or attractiveness of mortgage financing is further significantly limited, many of our prospective customers would not be able to purchase the properties and, as a result, our business and future prospects would be adversely affected.

 

15
 

 

Our future prospects are heavily dependent on the performance of property sectors in specific geographical areas.

 

The properties we resell and intend to invest in are mainly based in Yangtze Delta. Our future prospects are, therefore, heavily dependent on the continued growth of the property sector around Yangtze Delta, and our business may be affected by any adverse developments in the supply and demand or housing prices in the property sector around Yangtze Delta.

 

The current level of property development and investment activity in Yangtze Delta and other markets is substantial. However, there is no assurance that such property resale and investment activity in Yangtze Delta or any of our other markets will continue at this level in the future or that we will be able to benefit from the future growth of these property markets.

 

Our revenues and operating income could be reduced by adverse conditions specific to our property locations.

 

The properties we resell and intend to invest in are concentrated geographically and are located predominately in Yangtze Delta. As a result, our business and our financial operating results may be materially affected by adverse economic, weather or business conditions in this area. Adverse conditions that affect these areas such as economic recession, changes in extreme weather conditions and natural disasters, may have an adverse impact on our operations.

 

RISKS RELATING TO THE PEOPLES REPUBLIC OF CHINA

 

All of our current prospects and deals are generated in Mainland China; thus all of our revenues are derived from our operations in the PRC. Accordingly, our business, financial condition, results of operations and prospects are subject, to a significant extent, to economic, political and legal developments in the PRC.

 

PRC economic, political policies and social conditions could adversely affect our business.

 

The economy of PRC differs from the economies of most developed countries in a number of respects, including the amount of government involvement, level of development, growth rate and control of foreign exchange and allocation of resources.

 

The PRC Government has been reforming the PRC economic system from planned economy to market oriented economy for more than 20 years, and has also begun reforming the government structure in recent years. These reforms have resulted in significant economic growth and social progress. Although we believe these reforms will have a positive effect on our overall and long-term development, we cannot predict whether any future changes in PRC’s political, economic and social conditions, laws, regulations and policies will have any adverse effect on our current or future business, results of operations or financial condition.

 

Changes in foreign exchange regulations may adversely affect our ability to pay dividends and could adversely affect our results of operations and financial condition.

 

Substantially all of our revenues and operating expenses are denominated in Renminbi. Conversion of Renminbi is under strict government regulation in the PRC. The Renminbi is currently freely convertible under the "current account", including trade and service related foreign exchange transactions and payment of dividends, but not under the "capital account", which includes foreign direct investment and loans. Under the existing foreign exchange regulations in the PRC, we will be able to pay dividends in foreign currencies without prior approval from the State Administration for Foreign Exchange by complying with certain procedural requirements. However, there is no assurance that the above foreign policies regarding payment of dividends in foreign currencies will continue in the future.

 

Fluctuation of the Renminbi could materially affect the value of, and dividends payable on, the common stock.

 

The value of the Renminbi is subject to changes in the PRC Government’s policies and depends to a large extent on China’s domestic and international economic and political developments, as well as supply and demand in the local market. Since 1994, the official exchange rate for the conversion of Renminbi to U.S. Dollars has generally been stable, and in 2005 the official exchange rate between U.S. Dollars and Renminbi had a little fluctuation. However, we cannot give any assurance that the value of the Renminbi will continue to remain stable against the U.S. Dollar or any other foreign currency. Since our income and profit are denominated in Renminbi, any devaluation of the Renminbi would adversely affect the value of, and dividends, if any, payable on, our shares in foreign currency terms.

 

Our operations could be adversely affected by changes in the political and economic conditions in the PRC. The PRC is our main market and accounted for all of our revenue. Therefore, we face risks related to conducting business in the PRC. Changes in the social, economic and political conditions of the PRC may adversely affect our business. Unfavorable changes in government policies, political unrest and economic developments may also have a negative impact on our operations.

 

Since the adoption of the “open door policy” in 1978 and the “socialist market economy” in 1993, the PRC government has been reforming and is expected to continue to reform its economic and political systems. Any changes in the political and economic policies of the PRC government may lead to changes in the laws and regulations or the interpretation of the same, as well as changes in the foreign exchange regulations, taxation and import and export restrictions, which may, in turn, adversely affect our financial performance. While the current policy of the PRC government seems to be one of imposing economic reform policies to encourage foreign investments and greater economic decentralization, we cannot assure that such a policy will continue to prevail in the future.

 

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The PRC Legal System Embodies Uncertainties

 

The PRC legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little value as precedents. In 1979, the PRC Government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past 28 years has significantly enhanced the protections afforded to various forms of foreign investment in Mainland China. Our PRC operating subsidiaries, wholly foreign-owned enterprises (“WFOEs”), are subject to laws and regulations applicable to foreign investment in the PRC in general and laws and regulations applicable to WFOEs in particular. However, these laws, regulations and legal requirements are constantly changing, and their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available to us and other foreign investors. In addition, we cannot predict the effect of future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the pre-emption of local regulations by national laws.

 

Our shareholders may not be able to enforce U.S. civil liabilities claims.

 

Our assets are located outside the United States and are held through subsidiaries incorporated under the laws of the Cayman Islands, British Virgin Islands and the PRC. Our current operations are conducted in the PRC. In addition, our directors and officers are residents of the PRC. As a result, it may be difficult for shareholders to implement service of process on these individuals. In addition, there is uncertainty as to whether the courts of China would recognize or enforce judgments of United States courts obtained against the Company or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state thereof, or be competent to hear original actions brought in these countries against us or such persons predicated upon the securities laws of the United States or any state thereof.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None.

 

ITEM 2. DESCRIPTION OF PROPERTY

 

We currently own our headquarter office space at No.638, Hengfeng Road,28th Floor, Shanghai, PRC. During 2011, our headquarter office was at Zhaojiabang Road, No. 333, 7th floor, Shanghai. We’ve also rented regional field support offices in various cities in Mainland China, namely Shanghai, Suzhou, Beijing, Yangzhou, Chongqing, Quanjiao, Hainan, Shangqiu, Chengdu, Linyi and Wuhan. We lease the facilities that house our regional field support offices. The average aggregate rental expense per month is $19,421.

 

During the past five years, the Company has also acquired two floors and four units of the Sovereign Building in Suzhou, PRC. The properties under development were completed on March 31, 2006, and we have paid the full purchase price to the property developer. In 2007, the title for these properties were transferred to the Company. The Company decided that one floor will be held for the Company’s own use, and the remaining properties will be held for long-term investment purposes. Accordingly, the cost of the properties for the Company’s own use was $2,399,866 and the investment properties was $9,827,298.

 

ITEM 3. LEGAL PROCEEDINGS

 

The Company is not a party to any legal proceedings of a material nature.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

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PART II

 

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

 

Our common stock is quoted on the Over-the-Counter Bulletin Board system under the symbol “SRRE.” The following table sets forth the high and low quotations of our common stock reported by the OTCBB system for the periods indicated. Effective in March, 2011, quotations for our common stock were reported by the OTCQB system.

 

Over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commissions, and may not necessarily represent actual transactions.

 

(Expressed in US Dollars)

 

   2011   2010 
   High   Low   High   Low 
First quarter  $0.51   $0.03   $0.51   $0.10 
Second quarter  $0.03   $0.01   $0.64   $0.2 
Third quarter  $0.01   $0.01   $0.51   $0.10 
Fourth quarter  $0.02   $0.01   $0.51   $0.10 

 

As of March 31, 2012, we have approximately 596 record holders of our common stock. On March 31, 2012, the closing price of our common stock was $0.03.

 

No cash dividends were declared on our common stock in 2011 and 2010. The major reason for not declaring any cash dividends is that we are still a growing company and require sufficient liquidity to fund our business activities. In the future, in the event we have funds available for distribution, we may consider paying cash dividends on our common stock.

 

The Company did not repurchase any of its outstanding equity securities during the year ended December 31, 2011.

 

On January 21, 2011, we entered into a Share Purchase Agreement with Good Speed Services Limited (“Good Speed”) to issue 2.5 million shares for US $500,000. This agreement, subject to standard closing terms and conditions, was scheduled to close on or before March 20, 2011. On March 18,2011 an extension was signed between SRRE and Good Speed to extend the closing date to on or before July 5, 2011. On June 24, 2011, we issued 2.5 million shares of common stock to Good Speed and received US $500,000.

 

On January 22, 2011 we entered into a Share Purchase Agreement with Better Time International Limited (“Better Time”) to issue 2.5 million shares for US $500,000. This agreement, subject to standard closing terms and conditions, was scheduled to close on or before March 20, 2011. On March 16, 2011 an extension was signed between SRRE and Better Time to extend the closing date to on or before July 1, 2011. On July 1, 2011, Sunrise and Better Time extended the closing date to on or before September 30, 2011. On September 30, 2011, we issued 2.5 million shares of common stock to Better Time and received US $500,000.

 

ITEM 6. SELECTED FINANCIAL DATA

 

Not Applicable

 

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand Sunrise Real Estate Group, Inc. (“SRRE”). MD&A is provided as a supplement to, and should be read in conjunction with, our financial statements and the accompanying notes.

 

OVERVIEW

 

In October 2004, the former shareholders of Sunrise Real Estate Development Group, Inc. (Cayman Islands) (“CY-SRRE”) and LIN RAY YANG Enterprise Ltd. (“LRY”) acquired a majority of our voting interests in a share exchange. Before the completion of the share exchange, SRRE had no continuing operations, and its historical results would not be meaningful if combined with the historical results of CY-SRRE, LRY and their subsidiaries.

 

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As a result of the acquisition, the former owners of CY-SRRE and LRY hold a majority interest in the combined entity. Generally accepted accounting principles require in certain circumstances that a company whose shareholders retain the majority voting interest in the combined business be treated as the acquirer for financial reporting purposes. Accordingly, the acquisition has been accounted for as a “reverse acquisition” arrangement whereby CY-SRRE and LRY are deemed to have purchased SRRE. However, SRRE remains the legal entity and the Registrant for Securities and Exchange Commission reporting purposes. The historical financial statements prior to October 5, 2004 are those of CY-SRRE and LRY and their subsidiaries. All equity information and per share data prior to the acquisition have been restated to reflect the stock issuance as a recapitalization of CY-SRRE and LRY.

 

SRRE and its subsidiaries, namely, CY-SRRE, LRY, Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”), Shanghai Shang Yang Real Estate Consultation Company, Ltd. (“SHSY”), Suzhou Gao Feng Hui Property Management Company, Ltd, (“SZGFH”), Suzhou Shang Yang Real Estate Consultation Company (“SZSY”), Suzhou Xin Ji Yang Real Estate Consultation Company, Ltd. (“SZXJY”), Linyi Shang Yang Real Estate Development Company Ltd (“LYSH”), Shangqiu Shang Yang Real Estate Consultation Company, Ltd., (“SQSY”), Wuhan Gao Feng Hui Consultation Company Ltd., Sanya Shang Yang Real Estate Consultation Company, Ltd. (“SYSH”), Shanghai Rui Jian Design Company, Ltd., (“SHRJ”), and Wuhan Yuan Yu Long Real Estate Development Company, Ltd. (“WHYYL”) are sometimes here inafter collectively referred to as “the Company,” “our,” or “us”.

 

The principal activities of the Company are real estate agency sales, real estate marketing services, real estate investments, property leasing services and property management services in the PRC.

 

On January 21, 2011, we entered into a Share Purchase Agreement with Good Speed Services Limited (“Good Speed”) to issue 2.5 million shares for US $500,000. This agreement, subject to standard closing terms and conditions, was scheduled to close on or before March 20, 2011. On March 18, 2011an extension was signed between SRRE and Good Speed to extend the closing date to on or before July 5, 2011. On June 24, 2011, we issued 2.5 million shares of common stock to Good Speed and received US $500,000.

 

On January 22, 2011 we entered into a Share Purchase Agreement with Better Time International Limited (“Better Time”) to issue 2.5 million shares for US $500,000. This agreement, subject to standard closing terms and conditions, was scheduled to close on or before March 20, 2011. On March 16, 2011 an extension was signed between SRRE and Better Time to extend the closing date to on or before July 1, 2011. On July 1, 2011, Sunrise and Better Time extended the closing date to on or before September 30, 2011. On September 30, 2011, we issued 2.5 million shares of common stock to Better Time and received US $500,000.

 

RECENT DEVELOPMENTS

 

Our major business was agency sales, whereby our Chinese subsidiaries contracted with property developers to market and sell their newly developed property units. For these services we earned a commission fee calculated as a percentage of the sales prices. We have focused our sales on the whole China market, especially in secondary cities. To expand our agency business, we have established subsidiaries in Shanghai, Suzhou, Beijing, Kunshan and Hainan, and branches in Nanchang, Yangzhou, Nanjing, Chongqing, Wuhan, Linyi and Shangqiu

 

During the year of 2005 and 2006, SZGFH entered into leasing agreements with certain buyers of the Sovereign Building underwriting project to lease the properties for them. These leasing agreements on these properties are for 62% of the floor space that was sold to third party buyers. In accordance with the leasing agreements, the owners of the properties can have a rental return of 8.5% and 8.8% per annum for a period of 5 years and 8 years, respectively. In regards to the leasing agreements, we have negotiated with the buyers and have lowered the annual rental return rate for the remaining leasing period from 8.5% for 5 years to 5.8%, and from 8.8% for 8 years to 6%.Till the end of December 31, 2011 68% of the buyers agreed upon the lowered rate and 25% of the buyers agreed to cancel the leasing agreements, and 7% of the buyers did not agree upon the lowered rate. The leasing period started in the second quarter of 2006, and the Company has the right to sublease the leased properties to cover these lease commitments in the leasing period. As of December 31, 2011, 104 sub-leasing agreements have been signed and the area of these sub-leasing agreements represented 67% of the total area with these lease commitments.

 

In mid 2011, we established a project company in Wuhan where we have 49% stake. During the fourth quarter of 2011, the project company was in the process of acquiring land and obtaining the appropriate license and certificate for the development project. In the first quarter of 2012, we began its initial construction. The land is approximately 27,950 square meters with an estimated development period of three years.. Proceeds from sales will fund the constructions of subsequent phases and we are currently in the process of applying for bank loans and other forms of funding, however, there are no assurance we will be able to obtain future financings.

 

In January 2012, we established a Linyi Shang Yang Real Estate Development (“LYSY”) with 24% stake in the company. During the first quarter of 2012, we acquired approximately 103,385 square meters for the purpose of developing villa-style residential housing. Proceeds from sales will fund the constructions of subsequent phases and we are currently in the process of applying for bank loans and other forms of funding, however, there are no assurance we will be able to obtain future financings.

 

Due to the lack of business and the continuing losses of the Beijing Xin Jin Yang and Kunshan Shang Yang subisidiaries as reflected in our return on investment loss of $6,309, we are dissolving these two subsidiaries in 2012.

 

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RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENTS INCLUDED IN THIS FORM 10-K

 

In addition to historical information, this Form 10-K contains forward-looking statements. Forward-looking statements are based on our current beliefs and expectations, information currently available to us, estimates and projections about our industry, and certain assumptions made by our management. These statements are not historical facts. We use words such as "anticipates", "expects", "intends", "plans", "believes", "seeks", "estimates", and similar expressions to identify our forward-looking statements, which include, among other things, our anticipated revenue and cost of our agency and investment business.

 

Because we are unable to control or predict many of the factors that will determine our future performance and financial results, including future economic, competitive, and market conditions, our forward-looking statements are not guarantees of future performance. They are subject to risks, uncertainties, and errors in assumptions that could cause our actual results to differ materially from those reflected in our forward-looking statements. We believe that the assumptions underlying our forward-looking statements are reasonable. However, the investor should not place undue reliance on these forward-looking statements. They only reflect our view and expectations as of the date of this Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statement in light of new information, future events, or other occurrences.

 

There are several risks and uncertainties, including those relating to our ability to raise money and grow our business and potential difficulties in integrating new acquisitions with our current operations, especially as they pertain to foreign markets and market conditions. These risks and uncertainties can materially affect the results predicted. The Company’s future operating results over both the short and long term will be subject to annual and quarterly fluctuations due to several factors, some of which are outside our control. These factors include but are not limited to fluctuating market demand for our services, and general economic conditions.

 

RECENTLY ISSUED ACCOUNTING STANDARDS

 

In 2011, new guidance was introduced to eliminate the current option to report other comprehensive income and its components in the statement of stockholders’ equity, and require an entity to present items of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive, statements. This guidance would be effective in the first quarter of 2012, with early adoption permitted. This pronouncement only changes the way we present other comprehensive income and its components, and does not impact our results of operations, financial position or cash flows.

 

In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” This ASU clarifies the concepts related to highest and best use and valuation premise, blockage factors and other premiums and discounts, the fair value measurement of financial instruments held in a portfolio and of those instruments classified as a component of shareowners’ equity. The ASU includes enhanced disclosure requirements about recurring Level 3 fair value measurements, the use of nonfinancial assets, and the level in the fair value hierarchy of assets and liabilities not recorded at fair value. The provisions of this ASU are effective prospectively for interim and annual periods beginning on or after December 15, 2011. Early application is prohibited. This ASU is not expected to have an impact currently on our financial statements or disclosures as there are presently no recurring Level 3 fair value measurements.

 

On August 17, 2010, the FASB and IASB issued an ED on lease accounting. The ED, released by the FASB as a proposed ASU, creates a new accounting model for both lessees and lessors and eliminates the concept of operating leases. The proposed ASU, if finalized, would converge the FASB’s and IASB’s accounting for lease contracts in most significant areas.

 

The Company does not anticipate that the adoption of the above statements will have a material effect on the Company's financial condition and results of operations.

 

APPLICATION OF CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting policies for us include revenue recognition, net earnings per common share, income taxes and segment information.

 

Revenue Recognition

 

Agency commission revenue from property brokerage is recognized when the property developer and the buyer complete a property sales transaction, and the property developer grants confirmation to us to be able to invoice them accordingly. The time when we receive the commission is normally at the time when the property developer receives from the buyer a portion of the sales proceeds in accordance with the terms of the relevant property sales agreement, or the balance of the bank loan to the buyer has been funded, or recognized under the sales schedule or other specific items of agency sales agreement with developer. At no point does the Company handle any monetary transactions nor act as an escrow intermediary between the developer and the buyer.

 

Revenue from marketing consultancy services is recognized when services are provided to clients, fees associated to services are fixed or determinable, and collection of the fees is assured.

 

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Rental revenue from property management and rental business is recognized on a straight-line basis according to the time pattern of the leasing agreements.

 

The Company accounts for underwriting sales in accordance with the FASB guidance of ASC Topic 360, “Property, Plant and Equipment”. The commission revenue on underwriting sales is recognized when the criteria in ASC 360 have been met, generally when title is transferred and the Company no longer has substantial continuing involvement with the real estate asset sold. If the Company provides certain rent guarantees or other forms of support where the maximum exposure to loss exceeds the gain, it defers the related commission income and expenses by applying the deposit method. In future periods, the commission income and related expenses are recognized when the remaining maximum exposure to loss is reduced below the amount of income deferred.

 

All revenues represent gross revenues less sales and business tax.

 

Net Earnings per Common Share

 

The Company computes net earnings per share in accordance with SFAS No. 128, “Earnings per Share.” Under the provisions of SFAS No. 128, basic net earnings per share is computed by dividing the net earnings available to common shareholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net earnings per share recognizes common stock equivalents, however; potential common stock in the diluted EPS computation is excluded in net loss periods, as their effect is anti-dilutive.

 

Income Taxes

 

The Company accounts for income taxes in accordance with SFAS No. 109 “Accounting for Income Taxes.” Under SFAS No. 109, deferred tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

Segment Information

 

The segments are generally determined based on the management of the businesses and on the basis of separate groups of operating activities, each with general operating autonomy over diversified products and services. The Company believes that it operates in one business segment. Management views the business as consisting of several revenue streams; however it is not possible to attribute assets or indirect costs to the individual streams other than direct expenses.

 

RESULTS OF OPERATIONS

 

We provide the following discussion and analyses of our changes in financial condition and results of operations for the year ended December 31, 2011 with comparisons to the historical year ended December 31, 2010.

 

Revenue

 

The following table shows the detail for net revenues by line of business:

 

   Years ended December 31, 
   2011   % to total   2010   % to total   % change 
Agency sales   5,955,431    64    9,243,762    72    (36)
Underwriting sales   946,273    10    1,270,999    10    (26)
Property management   2,376,327    26    2,306,496    18    3 
Net revenue   9,278,031    100    12,821,257    100    (28)

 

The net revenues for 2011 were $9,278,031 which decreased 28% from $12,821,257 of 2010. In 2011, agency sales represented 64% of the total net revenues, underwriting sales represented 10% and property management represented 26%. The decrease in 2011 was mainly due to the decrease in our agency sales and underwriting sales revenue.

 

Agency sales

 

In 2011, 64% of our net revenue was derived from agency sales, which were from the business activities of SHXJY, SHSY and their subsidiaries and branches. As compared with 2010, net revenue of agency sales in 2011 decreased by 36%.

 

The macro policies in 2011 aiming to cool real estate prices has affected many business in the real estate industry. This effect is evident in our decrease in our agency sales. We are continually seeking stable growth in our agency sales business in 2012. However, there can be no assurance that we will be able to do so.

 

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Underwriting Sales

 

In February 2004, SHSY entered into an agreement to underwrite an office building in Suzhou, known as Suzhou Sovereign Building. Being the sole distribution agent for this office building, SHSY committed to a sales target of $56.53 million. Property underwriting sales are comparatively a higher risk business model compared to our pure commission based agency business. Under this higher risk business model, the Underwriting Model, our commission is not calculated as a percentage of the selling price; instead, our commission revenue is equivalent to the price difference between the final selling price and underwriting price. We negotiate with a developer for an underwriting price that is as low as possible, with the guarantee that all or a majority of the units will be sold by a specific date. In return, we are given the flexibility to establish the final selling price and earn the price difference between the final selling price and the underwriting price. The risk of this kind of arrangement is that if there is any unsold unit on the expiration date of the agreement, we may have to absorb the unsold property units from developers at the underwriting price and hold them in our inventory or as investments.

 

We started selling units in the Sovereign Building in January, 2005. As of December 31, 2006, we have achieved the sales target by selling 46,779 square meters with a total sales price of $70.45 million. However, there are still unsold properties with floor area of 314 square meters, which represents 1% of total floor area underwritten, as of December 31, 2006. As of the end of February, 2007, we have sold or acquired all of the units in the building, and we have achieved the sales target by selling 47,093 square meters with a total sales price of $75.96 million.

 

The Company accounts for its underwriting sales revenue with underwriting rent guarantees in accordance with SFAS No. 66 “Accounting for Sales of Real Estate” (SFAS 66). Under SFAS 66, the deposit method should be used for the revenue from the sales of floor space with underwriting rent guarantees until the revenues generated by sub-leasing properties exceed the guaranteed rental amount due to the purchasers. Based on this accounting principle, a significant portion of underwriting revenue was deferred. In early 2009, the Company negotiated the rental payments with purchasers. As of December 31, 2011, 68% of the buyers agreed upon the lowered rate and 7% of the buyers did not agreed to a lowered rate and 25% of the buyers canceled the leasing agreements. Based on the new agreement, a portion of underwriting sales can be realized.

 

Property Management

 

During the year of 2005 and 2006, SZGFH entered into leasing agreements with certain buyers of the Sovereign Building underwriting project to lease the properties for them. These leasing agreements on these properties are for 62% of the floor space that was sold to third party buyers. In accordance with the leasing agreements, the owners of the properties can have a rental return of 8.5% and 8.8% per annum for a period of 5 years and 8 years, respectively. In regards to the leasing agreements, we have negotiated with the buyers and have lowered the annual rental return rate for the remaining leasing period from 8.5% for 5 years to 5.8%, and from 8.8% for 8 years to 6%. As of December 31, 2011, 68% of the buyers agreed upon the lowered rate, 7% of the buyers did not agreed to a lowered rate and 25% of the buyers agreed to cancel the leasing agreements. The leasing period started in the second quarter, 2006, and the Company has the right to sublease the leased properties to cover these lease commitments in the leasing period. As of December 31, 2011, 104 sub-leasing agreements have been signed and the area of these sub-leasing agreements represented 67% of the total area subject to these lease commitments.

 

We expect that the income from the sub-leasing business will be on a stable growth trend in 2012 and that it can cover the lease commitments in the leasing period as a whole. However there can be no assurance that we will achieve these objectives.

 

Cost of Revenues

 

The following table shows the cost of revenues detail by line of business:

 

   Years ended December 31, 
   2011   % to total   2010   % to total   % change 
Agency sales   3,505,959    55    4,187,898    59    (16)
Underwriting sales   221,240    4    297,159    4    (26)
Property management   2,611,091    41    2,579,095    37    1 
Cost of revenue   6,338,290    100    7,064,152    100    (10)

 

The cost of revenues for 2011 was $6,338,290; this was a decrease of 10% from $7,064,152 in 2010. In 2011, agency sales represented 55% of total cost of revenues, underwriting sales represented 4% and property management represented 41%. The decrease in cost of revenues in 2011 was mainly due to the decrease in our agency sales revenue and thereby salary and operating expenses...

 

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Agency sales

 

As compared with 2010, cost of revenue of agency sales in 2011 decreased 16%. The primary reason for the change was the decreased business overall thereby decreasing our commission cost and consulting cost by 29% and 67% respectively.

 

Underwriting Sales

 

The cost of underwriting sales represents selling cost, such as staff costs and advertising expenses, associated to the underwriting sales.

 

Property management

 

During 2005 and 2006, SZGFH entered into leasing agreements with certain buyers of the Sovereign Building underwriting project to lease the properties for them. These leasing agreements on these properties are for 62% of the floor space that was sold to third party buyers. In accordance with the leasing agreements, the owners of the properties can have a rental return of 8.5% and 8.8% per annum for a period of 5 years and 8 years, respectively. In regards to the leasing agreements, we have negotiated with the buyers and have lowered the annual rental return rate for the remaining leasing period from 8.5% for 5 years to 5.8%, and from 8.8% for 8 years to 6%. As of December 31, 2011, 68% of the buyers agreed upon the lowered rate, 7% of the buyers did not agree to a lowered rate and 25% of the buyers agreed to cancel the leasing agreements. The leasing period started in the second quarter, 2006, and the Company has the right to sublease the leased properties to cover these lease commitments in the leasing period. As of December 31, 2011, 104 sub-leasing agreements have been signed and the area of these sub-leasing agreements represented 67% of the total area subject to these lease commitments. We expect that these properties will be leased out in 2012; the gross margin will be improved. However, no assurance can be given that this will be the case.

 

An accrual for onerous contracts was recognized which is equal to the difference between the present value of the sublease income and the present value of the associated lease expense at the appropriate discount rate. The accrual for onerous contracts was $4,756 as of December 31, 2011 and $30,712 as of December 31, 2010.

 

Operating Expenses

 

The following table shows operating expenses detail by line of business:

 

   Years ended December 31, 
   2011   % to total   2010   % to total   % change 
Agency sales   908,228    87    1,260,788    91    (28)
Property management   134,013    13    119,293    9    12 
Operating expenses   1,042,241    100    1,380,081    100    (24)

 

The operating expenses of 2011 were $1,042,241 which decreased 24% from $1,380,081 in 2010. In 2011, the expenses pertaining to agency sales represented 87% of the total operating expenses and property management represented 13%. The decrease in operating expenses in 2011 was mainly due to the decrease in our agency sales expenses.

 

Agency sales

 

When compared to 2010, the operating expenses for agency sales in 2011 decreased 28%. The primary reason for the increase in 2011 was the decrease in staff, business travel and consulting fee compared to 2010. The decreased in cost was due to the decrease in our agency business.

 

Property management

 

When compared to 2010, the operating expenses for property management in 2011 increased 12%. The main reason for the increase was the agency commissions of SZGFH.

 

General and Administrative Expenses

 

The general and administrative expenses in 2011 were $2,524,221, decreasing 3% from $2,600,936 in 2010. Primary reason for the minor decrease was the decrease in expense in marketing and planning.

 

Interest Expenses

 

When compared to 2010, the interest expenses in 2011 increased 147% to $1,514,782. There were more loans by the company as stated in the promissory notes payable under note 11.

 

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Major Related Party Transaction

 

Certain Relationships

 

A related party is an entity that can control or significantly influence the management or operating policies of another entity to the extent one of the entities may be prevented from pursuing its own interests. A related party may also be any party the entity deals with that can exercise that control.

 

Amount due to directors

 

The total amount due to directors for December 31, 2011 was $5,185,842. The amounts due are as follows:

 

Amount due to Lin Chi-Jung

As of December 31, 2011, the balance includes one advance to and five loans obtained from Lin Chin-Jung.

 

The advances and reimbursements of $17,854 represented the salary payable and rental reimbursement to Lin Chin-Jung outstanding as of December 31, 2011.

 

A loan includes a principal of $103,778. The principal is unsecured, bears an interest rate of 9.6% per annum and the terms of repayment is not specifically defined.

 

A loan includes a principal of $15,863. The loan’s terms of repayment is not specifically defined.

 

A promissory note of $241,632. This promissory note’s interest rate is 15%, unsecured and the terms of repayment are not specifically defined.

 

An unsecured promissory note of $4,267,684 bears an interest rate of 15% and the terms of repayment are not specifically defined. This loan is for the investment of Wuhan development project stated in note 9 in addition to any expenses related to the investment.

 

An unsecured promissory note of $506,214 bears an interest rate of 15% and the terms of repayment are not specifically defined.

 

Amount due to Lin Chao-Chin

A balance of $27,109 represented the salary payable and rental reimbursement to Lin Chao-Chin outstanding as of December 31, 2011.

 

Amount due to Lin Hsin Hung

The amount of $5,708 represents the salary payable to Lin Hsin Hung.

 

Amout due from related company

This amount of $317,415 is from our deposit in the Yuan Yu Long project.

 

Amount due to related party

A balance of $87,289 is due to our Suzhou Bing Feng Nian Dai.

 

LIQUIDITY AND CAPITAL RESOURCES

 

In 2011, our principal sources of cash were revenues from our agency sales, property management business and the sale of common stock. Most of our cash resources were used to fund our revenue related expenses, such as salaries and commissions paid to the sales force, daily administrative expenses and the maintenance of regional offices, and the repayments of our bank loans and promissory notes.

 

We ended the period with a cash position of $1,377,093.

 

The Company’s operating activities used cash in the amount of $4,875,741, which was primarily attributable to the increase in promissory deposits of $2,291,661.

 

The Company’s investing activities used cash resources of $2,622,980, which was primarily attributable to the long-term investment of $2,601,924

 

The Company’s financing activities provided cash resources of $5,840,436, an increase from 2010. This increase was primarily attributable to an increase in proceeds from promissory note and advance from directors.

 

The cash needs for 2012 will be for the potential repayments of bank notes that may incur in 2012, promissory notes, rental guarantee payments, and promissory deposits for various future property projects.

 

24
 

 

If our business otherwise grows more rapidly than we currently predict, we plan to raise funds through the issuance of additional shares of our equity securities in one or more public or private offerings. We will also consider raising funds through credit facilities obtained with lending institutions. There can be no guarantee that we will be able to obtain such funds through the issuance of debt or equity that are with terms satisfactory to management and our board of directors.

 

On January 21, 2011, we entered into a Share Purchase Agreement with Good Speed Services Limited (“Good Speed”) to issue 2.5 million shares for US $500,000. On June 24, 2011, we issued 2.5 million shares of common stock to Good Speed and received US $500,000.

 

On January 22, 2011 we entered into a Share Purchase Agreement with Better Time International Limited (“Better Time”) to issue 2.5 million shares for US $500,000. On September 30, 2011, we issued 2.5 million shares of common stock to Better Time and received US $500,000.

 

OFF BALANCE SHEET ARRANGEMENTS

 

The Company has no off-balance sheet arrangements.

 

25
 

 

ITEM 8. FINANCIAL STATEMENTS

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

  Page
   
Report of Independent Registered Public Accounting Firm 27
   
Consolidated Balance Sheets -  
December 31, 2011 and 2010 28
   
Consolidated Statements of Operations -  
December 31, 2011 and 2010 29
   
Consolidated Statements of Stockholders' Deficit -  
December 31, 2011 and 2010 30
   
Consolidated Statements of Cash Flows -  
December 31, 2011 and 2010 31
   
Notes to Consolidated Financial Statements 32

 

26
 

 

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Stockholders of

Sunrise Real Estate Group, Inc.

 

We have audited the accompanying consolidated balance sheets of Sunrise Real Estate Group, Inc. as of December 31, 2011 and 2010, and the related consolidated statements of operations, stockholders' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial positions of Sunrise Real Estate Group, Inc. as of December 31, 2011 and 2010 and the results of its consolidated operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has significant accumulated losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/Kenne Ruan, CPA, P.C.

 

Woodbridge. CT, USA, March 31, 2012

 

 

27
 

 

Sunrise Real Estate Group, Inc.

Consolidated Balance Sheets

(Expressed in US Dollars)

   December 31,   December 31, 
   2011   2010 
   (Audited)   (Audited) 
ASSETS          
           
Current assets          
Cash and cash equivalents  $1,377,093   $2,973,997 
Restricted cash (Note 4)   1,349,014    1,283,464 
Accounts receivable   1,139,843    258,338 
Promissory deposits (Note 5)   3,543,938    1,136,999 
Amount due from related company (Note 12)   317,415    - 
Other receivables and deposits (Note 6)   863,813    378,751 
           
Total current assets   8,591,116    6,031,549 
           
Property, plant and equipment – net (Note 7)   2,405,829    2,571,516 
Investment properties (Note 8)   6,920,532    7,208,534 
Long-term investment (Note 9)   4,253,206    1,509,958 
           
Total assets  $22,170,683   $17,321,557 
           
LIABILITIES AND SHAREHOLDERS’ DEFICIT          
           
Current liabilities          
Bank loans (Note 10)   11,109,524    8,304,770 
Promissory notes payable (Note 11)   1,725,039    903,983 
Accounts payable   481,741    86,928 
Amount due to directors (Note 12)   5,185,842    189,837 
Amount due to related party (Note 12)   87,289    98,123 
Other payables and accrued expenses (Note 13)   3,487,632    3,092,565 
Other tax payable (Note 14)   69,402    266,714 
Income tax payable (Note 15)   224,319    1,318,366 
           
Total current liabilities  $22,370,788   $14,261,286 
           
Long-term bank loans   -    2,264,937 
Long-term promissory notes payable   -    - 
Deposits received from underwriting sales (Note 17)   2,888,194    3,454,879 
           
Total liabilities   25,258,982    19,981,102 
           
Commitments and contingencies (Note 16)          
           
Shareholders’ deficit          
Common stock, par value $0.01 per share; 200,000,000 shares authorized; 28,691,925 shares issued and outstanding as of December 31, 2011 and 23,691,925 shares issued and outstanding as of December 31, 2010   286,919    236,919 
Additional paid-in capital   4,570,008    3,620,008 
Statutory reserve (Note 18)   782,987    782,987 
Accumulated losses   (10,208,331)   (8,989,976)
Non-controlling interests of consolidated subsidiaries   985,704    1,158,188 
Accumulated other comprehensive income (Note 19)   494,414    532,329 
           
Total shareholders’ deficit   (3,088,299)   (2,659,545)
           
Total liabilities and shareholders’ deficit  $22,170,683   $17,321,557 

See accompanying notes to consolidated financial statements.

 

28
 

 

Sunrise Real Estate Group, Inc.

 

Consolidated Statements of Operations

 

(Expressed in US Dollars)

 

   Years Ended December 31, 
   2011   2010 
   (Audited)   (Audited) 
         
Net Revenues  $9,278,031   $12,821,257 
           
Cost of Revenues   (6,338,290)   (7,064,152)
           
Gross Profit   2,939,741    5,757,105 
           
Operating Expenses   (1,042,241)   (1,380,081)
           
General and Administrative Expenses   (2,524,221)   (2,600,936)
           
Operating Profit/(Loss)   (626,721)   1,776,088 
           
Other Income, Net (Note 20)   1,198,935    53,560 
           
Interest Income   13,775    9,964 
           
Interest Expenses   (1,514,782)   (613,155)
           
Profit/(Loss) Before Income Tax and Non-controlling Interest   (928,793)   1,226,457 
           
Income Tax (Note 15)   (26,889)   (664,187)
           
Profit/(Loss) Before Non-controlling Interest   (955,682)   562,270 
           
Non-controlling Interest of Consolidated Subsidiaries   (262,673)   (587,757)
           
Net Profit/(Loss)  $(1,218,355)  $(25,487)
           
Profit/(Loss) Per Share – Basic and Fully Diluted  $(0.05)  $0.00 
           
Weighted average common shares outstanding
– Basic and Fully Diluted
   26,191,925    23,691,925 

 

See accompanying notes to consolidated financial statements.

 

29
 

 

Sunrise Real Estate Group, Inc.

 

Consolidated Statements of Stockholders’ Deficit

 

(Expressed in US Dollars)

   Common Stock                         
   Number
of shares
issued
   Amount   Additional
paid-in
capital
   Statutory
reserve
  

Non-controlling
Interest

   Accumulated
other
comprehensive
income
   Accumulated
Losses
   Total
stockholders’
equity/
(deficit)
 
                                 
Balance, December 31, 2009   23,691,925   $236,919   $3,620,008   $759,855   $637,802   $579,286   $(8,941,357)  $(3,107,487)
                                         
Issuance of stock dividend   -    -    -         -    -    -    - 
                                         
Profit for the year   -    -    -        $587,757    -   $(25,487)  $562,270 
                                         
Profit return to non-controlling interest in subsidiary   -    -    -        $(148,074)            $(148,074)
                                         
Transfer between reserves   -    -    -   $23,132    -    -   $(23,132)   - 
                                         
Translation of foreign operations   -    -    -         80,703   $(46,957)   -   $33,746 
                                         
Balance, December 31, 2010   23,691,925   $236,919   $3,620,008   $782,987   $1,158,188   $532,329   $(8,989,976)  $(2,659,545)
                                         
Loss for the year   -    -    -        $262,673    -   $(1,218,355)  $(955,682)
                                         
Capital increase   5,000,000   $50,000   $950,000        $19,045             $1,019,045 
                                         
Transfer between reserves   -    -    -                        - 
                                         
Profit return to non-controlling interest in subsidiary   -    -    -        $(454,202)   -        $(454,202)
                                         
Translation of foreign operations   -    -    -         -   $(37,915)   -   $(37,915)
                                         
Balance, December 31, 2011   28,691,925   $286,919   $4,570,008   $782,987   $985,704   $494,414   $(10,208,331)  $(3,088,299)

 

See accompanying notes to consolidated financial statements.

 

30
 

 

Sunrise Real Estate Group, Inc.

Consolidated Statements of Cash Flows

Increase/(Decrease) in Cash and Cash Equivalents

(Expressed in US Dollars)

   Years Ended December 31, 
   2011   2010 
   (Audited)   (Audited) 
Cash flows from operating activities          
Net profit/(loss)  $(1,218,355)  $(25,487)
Adjustments to reconcile net income to net cash used in operating activities          
Depreciation of property, plant and equipment   926,330    866,221 
Loss /(Gain) on disposal of property, plant and equipment   21,052    - 
Non-controlling interest   262,673    587,757 
Change in:          
Restricted Cash   -    (1,255,261)
Accounts receivable   (847,162)   404,122 
Promissory deposits   (2,291,661)   (373,626)
Other receivables and deposits   (454,375)   (191,945)
Amount due from related party (net)   (309,684)   (33,101)
Accounts payable   380,865    (233,693)
Other payables and accrued expenses   (17,271)   722,129 
Deposit from underwriting sales   (725,033)   (973,840)
Interest payable on promissory notes   120,873    107,010 
Interest payable on amount due to director   630,353    15,270 
Amount due to related party   (15,459)   - 
Other tax payable   (205,796)   (126,655)
Income tax payable   (1,133,091)   333,008 
Net cash provided by/(used in) operating activities   (4,875,741)   (178,091)
           
Cash flows from investing activities          
Acquisition of plant and equipment   (25,655)   (484,739)
Proceeds from disposal of plant and equipment   4,599    - 
Equity investment   (2,601,924)   (1,476,778)
Profit return to non-controlling interest in subsidiary   -    (149,387)
Payment for investment properties   -    - 
Net cash provide by/(used in) investing activities   (2,622,980)   (2,110,904)
           
Cash flows from financing activities          
Funds received from capital increase   1,019,045    - 
Bank loans repayment   -    (206,749)
Bank loan obtained   -    2,215,167 
Repayment of promissory note   -    (206,374)
Proceeds from promissory note   1,206,218    - 
Profit return to non-controlling interest in subsidiary   (227,618)   - 
Repayment to director   (52,509)   (102,020)
Advances from director   3,895,300    - 
Net cash provided by financing activities   5,840,436    1,700,024 
           
Effect of exchange rate changes on cash and cash equivalents   61,381    118,368 
           
Net increase/(decrease) in cash and cash equivalents   (1,596,904)   (470,603)
Cash and cash equivalents at beginning of year   2,973,997    3,444,600 
Cash and cash equivalents at end of year  $1,377,093   $2,973,997 
           
Supplemental disclosure of cash flow information          
Cash paid during the period:          
Income tax paid   268,362    333,008 
Interest paid   845,293    670,249 

 

See accompanying notes to consolidated financial statements.

 

31
 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

(Expressed in US Dollars)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Sunrise Real Estate Development Group, Inc. (“CY-SRRE”) was established in the Cayman Islands on April 30, 2004 as a limited liability company. CY-SRRE was wholly owned by Ace Develop Properties Limited, a corporation, (“Ace Develop”), of which Lin Chi-Jung, an individual, is the principal and controlling shareholder. Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”) was established in the People’s Republic of China (the “PRC”) on August 14, 2001 as a limited liability company. SHXJY was originally owned by a Taiwanese company, of which the principal and controlling shareholder was Lin Chi-Jung. On June 8, 2004, all the fully paid up capital of SHXJY was transferred to CY-SRRE. On June 25, 2004 SHXJY and two individuals established a subsidiary, namely, Suzhou Xin Ji Yang Real Estate Consultation Company Limited (“SZXJY”) in the PRC, at which point in time, SHXJY held a 90% equity interest in SZXJY. On August 9, 2005, SHXJY sold a 10% equity interest in SZXJY to a company owned by a director of SZXJY, and transferred a 5% equity interest in SZXJY to CY-SRRE. Following the disposal and the transfer, CY-SRRE effectively held an 80% equity interest in SZXJY. On November 24, 2006, CY-SRRE, SHXJY, a director of SZXJY and a third party established a subsidiary, namely, Suzhou Shang Yang Real Estate Consultation Company Limited (“SZSY”) in the PRC, with CY-SRRE holding a 12.5% equity interest, SHXJY holding a 26% equity interest and the director of SZXJY holding a 12.5% equity interest in SZSY. At the date of incorporation, SRRE and the director of SZXJY entered into a voting agreement that SRRE is entitled to exercise the voting right in respect of his 12.5% equity interest in SZSY. Following that, SRRE effectively holds 51% equity interest in SZSY. On September 24, 2007, CY-SRRE sold a 5% equity interest in SZXJY to a company owned by a director of SZXJY. Following the disposal, CY-SRRE effectively holds 75% equity interest in SZXJY. In January of 2012, SHXJY invested 24% and established a company in Linyi and acquired approximately 103,385 square meters for the purpose of developing into villa-style residential housings. In an agreement with Zhang Shu Qing, a majority shareholder of 51%, we have her 51% voting power and thus effectively have 75% of voting power.

 

LIN RAY YANG Enterprise Ltd. (“LRY”) was established in the British Virgin Islands on November 13, 2003 as a limited liability company. LRY was owned by Ace Develop, Planet Technology Corporation (“Planet Tech”) and Systems & Technology Corporation (“Systems Tech”). On February 5, 2004, LRY established a wholly owned subsidiary, Shanghai Shang Yang Real Estate Consultation Company Limited (“SHSY”) in the PRC as a limited liability company. On January 10, 2005, LRY and a PRC third party established a subsidiary, Suzhou Gao Feng Hui Property Management Company Limited (“SZGFH”), in the PRC, with LRY holding 80% of the equity interest in SZGFH. On May 8, 2006, LRY acquired 20% of the equity interest in SZGFH from the third party. Following the acquisition, LRY effectively holds 100% of the equity interest in SZGFH. In 2011 we established Wuhan Yuan Yu Long (WHYYL) and have a 49% ownership the purpose of this project company was for a development project in Wuhan.

 

On August 31, 2004, Sunrise Real Estate Group, Inc. (“SRRE”), CY-SRRE and Lin Chi-Jung, an individual and agent for the beneficial shareholder of CY-SRRE, i.e., Ace Develop, entered into an exchange agreement under which SRRE issued 5,000,000 shares of common stock to the beneficial shareholder or its designees, in exchange for all outstanding capital stock of CY-SRRE. The transaction closed on October 5, 2004. Lin Chi-Jung is Chairman of the Board of Directors of SRRE, the President of CY-SRRE and the principal and controlling shareholder of Ace Develop.

 

Also on August 31, 2004, SRRE, LRY and Lin Chi-Jung, an individual and agent for beneficial shareholders of LRY, i.e., Ace Develop, Planet Tech and Systems Tech, entered into an exchange agreement under which SRRE issued 10,000,000 shares of common stock to the beneficial shareholders, or their designees, in exchange for all outstanding capital stock of LRY. The transaction was closed on October 5, 2004. Lin Chi-Jung is Chairman of the Board of Directors of SRRE, the President of LRY and the principal and controlling shareholder of Ace Develop. Regarding the 10,000,000 shares of common stock of SRRE issued in this transaction, SRRE issued 8,500,000 shares to Ace Develop, 750,000 shares to Planet Tech and 750,000 shares to Systems Tech.

 

As a result of the acquisition, the former owners of CY-SRRE and LRY hold a majority interest in the combined entity. Generally accepted accounting principles require in certain circumstances that a company whose shareholders retain the majority voting interest in the combined business be treated as the acquirer for financial reporting purposes. Accordingly, the acquisition has been accounted for as a “reverse acquisition” arrangement whereby CY-SRRE and LRY are deemed to have purchased SRRE. However, SRRE remains the legal entity and the Registrant for Securities and Exchange Commission reporting purposes. All shares and per share data prior to the acquisition have been restated to reflect the stock issuance as a recapitalization of CY-SRRE and LRY.

 

SRRE was initially incorporated in Texas on October 10, 1996, under the name of Parallax Entertainment, Inc. (“Parallax”). On December 12, 2003, Parallax changed its name to Sunrise Real Estate Development Group, Inc. On April 25, 2006, Sunrise Estate Development Group, Inc. filed Articles of Amendment with the Texas Secretary of State, changing the name of Sunrise Real Estate Development Group, Inc. to Sunrise Real Estate Group, Inc., effective from May 23, 2006.

 

In mid 2011, we invested in a project company in Wuhan. During the year, the project company was in the process of acquiring land and obtaining the appropriate license and certificate for the development project and in the first quarter of 2012 we began its initial construction. The land is approximately 27,950 square meters with an estimated development period of three years.

32
 

 

Figure 1: Company Organization Chart

 

 

1. Established Linyi Shang Yang Real Estate Development Company Limited in January, 2012.

2. Beijing Xin Jin Yang Real Estate Consultation Company Limited is currently in the process of being dissolved in 2012.

3. Kunshan Shang Yang Real Estate Brokerage Company Limited is currently in the process of being dissolved in 2012.

 

SRRE and its subsidiaries, namely, CY-SRRE, LRY, Shanghai Xin Ji Yang Real Estate Consultation Company Limited (“SHXJY”), Shanghai Shang Yang Real Estate Consultation Company, Ltd. (“SHSY”), Suzhou Gao Feng Hui Property Management Company, Ltd, (“SZGFH”), Suzhou Shang Yang Real Estate Consultation Company (“SZSY”), Suzhou Xin Ji Yang Real Estate Consultation Company, Ltd. (“SZXJY”), Linyi Shang Yang Real Estate Development Company Ltd (“LYSH”), Shangqiu Shang Yang Real Estate Consultation Company, Ltd., (“SQSY”), Wuhan Gao Feng Hui Consultation Company Ltd., Sanya Shang Yang Real Estate Consultation Company, Ltd. (“SYSH”), Shanghai Rui Jian Design Company, Ltd., (“SHRJ”), and Wuhan Yuan Yu Long Real Estate Development Company, Ltd. (“WHYYL”) are sometimes here inafter collectively referred to as “the Company,” “our,” or “us”.

 

The principal activities of the Company are property brokerage services, real estate marketing services, property leasing services and property management services in the PRC.

 

33
 

 

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting and Principles of Consolidation

 

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America that include the financial statements of SRRE and its subsidiaries. All inter-company transactions and balances have been eliminated.

 

Going Concern

 

The Company’s financial statements are prepared according to the accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has accumulated losses of $10,208,331 as of December 31, 2011. The Company’s net working capital deficiency and significant accumulated losses raise substantial doubt about its ability to continue as a going concern.

 

However, management believes that the Company is able to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain successful operations in respect of the agency sales and property management operations. Accordingly, the accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going concern.

 

Use of Estimates

 

The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash in hand and all highly liquid investments with an original maturity of three months or less.

 

Foreign Currency Translation and Transactions

 

The functional currency of SRRE, CY-SRRE and LRY is United States Dollars (“US$”) and the financial records are maintained and the financial statements prepared in US $. The functional currency of all the companies located in China is Renminbi (“RMB”) and the financial records and statements are maintained and prepared in RMB.

 

Foreign currency transactions during the period are translated into each company’s denominated currency at the exchange rates ruling at the transaction dates. Gain and loss resulting from foreign currency transactions are included in the consolidated statement of operations. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated into each company’s denominated currency at period end exchange rates. All exchange differences are dealt with in the consolidated statements of operations.

 

The financial statements of the Company’s operations based outside of the United States have been translated into US$ in accordance with ASC 830. Management has determined that the functional currency for each of the Company’s foreign operations is its applicable local currency. When translating functional currency financial statements into US$, period-end exchange rates are applied to the consolidated balance sheets, while average period rates are applied to consolidated statements of operations. Translation gains and losses are recorded in translation reserve as a component of shareholders’ equity.

 

The exchange rates as of December 31, 2011 and December 31, 2010 are US$1: RMB6.3009 and US$1: RMB6.6227, respectively.

 

Property, Plant, Equipment and Depreciation

 

Property, plant and equipment are stated at cost. Depreciation is computed using the straight-line method to allocate the cost of depreciable assets over the estimated useful lives of the assets as follows:

 

  Estimated Useful Life (in years)
   
Furniture and fixtures 5-10
Computer and office equipment 5
Motor vehicles 5
Properties 20

 

Maintenance, repairs and minor renewals are charged directly to the statement of operations as incurred. Additions and improvements are capitalized. When assets are disposed of, the related cost and accumulated depreciation thereon are removed from the accounts and any resulting gain or loss is included in the statement of operations.

 

34
 

 

Investment property

 

Investment properties are stated at cost. Depreciation is computed using the straight-line method to allocate the cost of depreciable assets over the estimated useful lives of 20 years.

 

Significant additions that extend property lives are capitalized and are depreciated over their respective estimated useful lives. Routine maintenance and repair costs are expensed as incurred. The Company reviews its investment property for impairment whenever events or changes in circumstances indicate that the carrying amount of an investment property may not be recoverable.

 

Revenue Recognition

Agency commission revenue from property brokerage is recognized when the property developer and the buyer complete a property sales transaction, and the property developer grants confirmation to us to be able to invoice them accordingly. The time when we receive the commission is normally at the time when the property developer receives from the buyer a portion of the sales proceeds in accordance with the terms of the relevant property sales agreement, or the balance of the bank loan to the buyer has been funded, or recognized under the sales schedule or other specific items of agency sales agreement with developer. At no point does the Company handle any monetary transactions nor act as an escrow intermediary between the developer and the buyer.

 

Revenue from marketing consultancy services is recognized when services are provided to clients, fees associated to services are fixed or determinable, and collection of the fees is assured.

 

Rental revenue from property management and rental business is recognized on a straight-line basis according to the time pattern of the leasing agreements.

 

The Company accounts for underwriting sales in accordance with ASC 976-605 “Accounting for Sales of Real Estate” (SFAS 66). The commission revenue on underwriting sales is recognized when the criteria in SFAS No. 66 have been met, generally when title is transferred and the Company no longer has substantial continuing involvement with the real estate asset sold. If the Company provides certain rent guarantees or other forms of support where the maximum exposure to loss exceeds the gain, it defers the related commission income and expenses by applying the deposit method. In future periods, the commission income and related expenses are recognized when the remaining maximum exposure to loss is reduced below the amount of income deferred.

 

All revenues represent gross revenues less sales and business tax.

 

Net Earnings per Common Share

 

The Company computes net earnings per share in accordance with ASC 260, “Earnings per Share.” Under the provisions of ASC 260, basic net earnings per share is computed by dividing the net earnings available to common shareholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net earnings per share recognizes common stock equivalents, however; potential common stock in the diluted EPS computation is excluded in net loss periods, as their effect is anti-dilutive.

 

Income Taxes

 

The Company accounts for income taxes in accordance with ASC 740 “Accounting for Income Taxes.” Under SFAS No. 109, deferred tax liabilities or assets at the end of each period are determined using the tax rate expected to be in effect when taxes are actually paid or recovered. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

We continue to account for income tax contingencies using a benefit recognition model. Beginning January 1, 2007, if we considered that a tax position is 'more likely than not' of being sustained upon audit, based solely on the technical merits of the position, we recognize the benefit. We measure the benefit by determining the amount that is greater than 50% likely of being realized upon settlement, presuming that the tax position is examined by the appropriate taxing authority that has full knowledge of all relevant information. These assessments can be complex and we often obtain assistance from external advisors.

 

Under the benefit recognition model, if our initial assessment fails to result in the recognition of a tax benefit, we regularly monitor our position and subsequently recognize the tax benefit if there are changes in tax law or analogous case law that sufficiently raise the likelihood of prevailing on the technical merits of the position to more likely than not; if the statute of limitations expires; or if there is a completion of an audit resulting in a settlement of that tax year with the appropriate agency.

 

Uncertain tax positions, represented by liabilities on our balance sheet, are now classified as current only when we expect to pay cash within the next 12 months. Interest and penalties, if any, continue to be recorded in Provision for taxes on income and are classified on the balance sheet with the related tax liability.

 

Historically, our policy had been to account for income tax contingencies based on whether we determined our tax position to be 'probable' under current tax law of being sustained, as well as an analysis of potential outcomes under a given set of facts and circumstances. In addition, we previously considered all tax liabilities as current once the associated tax year was under audit.

 

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Segment information

 

The segments are generally determined based on the management of the businesses and on the basis of separate groups of operating activities, each with general operating autonomy over diversified products and services. The Company believes that it operates in one business segment. Management views the business as consisting of several revenue streams; however it is not possible to attribute assets or indirect costs to the individual streams other than direct expenses.

 

Recent Accounting Pronouncements

 

In 2011, new guidance was introduced to eliminate the current option to report other comprehensive income and its components in the statement of stockholders’ equity, and require an entity to present items of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive, statements. This guidance would be effective in the first quarter of 2012, with early adoption permitted. This pronouncement only changes the way we present other comprehensive income and its components, and does not impact our results of operations, financial position or cash flows.

 

In May 2011, the FASB issued ASU No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” This ASU clarifies the concepts related to highest and best use and valuation premise, blockage factors and other premiums and discounts, the fair value measurement of financial instruments held in a portfolio and of those instruments classified as a component of shareowners’ equity. The ASU includes enhanced disclosure requirements about recurring Level 3 fair value measurements, the use of nonfinancial assets, and the level in the fair value hierarchy of assets and liabilities not recorded at fair value. The provisions of this ASU are effective prospectively for interim and annual periods beginning on or after December 15, 2011. Early application is prohibited. This ASU is not expected to have an impact currently on our financial statements or disclosures as there are presently no recurring Level 3 fair value measurements.

 

On August 17, 2010, the FASB and IASB issued an ED on lease accounting. The ED, released by the FASB as a proposed ASU, creates a new accounting model for both lessees and lessors and eliminates the concept of operating leases. The proposed ASU, if finalized, would converge the FASB’s and IASB’s accounting for lease contracts in most significant areas.

 

The Company does not anticipate that the adoption of the above statements will have a material effect on the Company's financial condition and results of operations.

 

NOTE 3 –Error Corrections and Accounting Change Effects

 

There was an error in the transaction of dividends to non-controlling interest. It was erroneously posted to retained earnings and offset to comprehensive income. We reclassified non-controlling interest from liability section to equity section based on GAAP guidance. Because of this change, we use historical exchange rate for non-controlling interest instead of current year end rate for this account. Because of the above, the Company adjusted the beginning amount to stockholder's equity for 2011 and reflected on the consolidated stockholder's equity for December 31, 2010. The adjustments were made between equity accounts and there was no change for the total shareholders’ deficit except the addition of non-controlling interest is added to the equity account. The adjustments are illustrated as follows:

 

Item  Balance
December 31, 2010
   Error Corrections   Error Corrected  Balance
December 31, 2010
 
             
Statutory reserve   787,461    (4,474)   782,987 
Accumulated Losses   (9,225,986)   236,010    (8,989,976)
Non-controlling Interest   1,188,110    (29,922)   1,158,188 
Accumulated other comprehensive income   733,944    (201,615)   532,329 
Total stockholders’ deficit  $(2,659,545)   0   $(2,659,545)

 

This error correction does not affect the net profit for previous years.

 

NOTE 4 – RESTRICTED CASH

 

This restricted cash is the covenant from the bank loan described in Note 10.

 

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NOTE 5- PROMISSORY DEPOSITS

 

The amount of $1,226,809 represents the deposits placed with several property developers in respect of a number of real estate projects where the Company is appointed as sales agent.

 

The balance of $2,317,129 represents the deposit for participating in a land auction in Sandong, the PRC.

 

NOTE 6 - OTHER RECEIVABLES AND DEPOSITS

 

   December 31   December 31 
   2011   2010 
         
Advances to staff  $65,632   $17,120 
Rental deposits   99,927    87,368 
Prepaid rental   -    11,377 
Prepayment for Linyi project   482,219    - 
Other receivables   216,035    262,886 
   $863,813   $378,751 

 

NOTE 7 – PROPERTY, PLANT AND EQUIPMENT NET

 

   December 31,   December 31, 
   2011   2010 
         
Furniture and fixtures  $77,292   $83,479 
Computer and office equipment   242,346    318,601 
Motor vehicles   789,943    827,557 
Properties   2,399,866    2,283,225 
    3,509,447    3,512,862 
Less: Accumulated depreciation   (1,103,618)   (941,346)
   $2,405,829   $2,571,516 

 

All above properties as of December 31, 2011 and as of December 31, 2010 were pledged to secure a loan in note 10.

 

NOTE 8 – INVESTMENT PROPERTIES

 

   December 31,   December 31, 
   2011   2010 
         
Investment property  $9,827,298   $9,349,785 
Less: Accumulated depreciation   (2,906,766)   (2,141,251)
   $6,920,532   $7,208,534 

 

The investment properties included one floor and four units of a commercial building in Suzhou, the PRC. The investment properties were acquired by the Company for long-term investment purposes.

 

All above properties as of December 31, 2011 and as of December 31, 2010 were pledged to secure a loan in note 10.

 

As of December 31, 2011, the four units of the investment properties were leased to a related party of the Company of 19% ownership, 82% of the total area of the one remaining floor was leased out.

 

NOTE: 9 – LONG-TERM INVESTMENTS

 

We invested in a project company in Wuhan where the initial investment amount is $4,147,027 for 49% equity stake. This investment is for our expansion to the real estate development business. We use equity method of accounting for this long-term investment. The company did not commence its operations until the first quarter of 2012 and therefore there were no profit or loss recorded for the year ended December 31, 2011. In the first quarter of 2012 we began its initial construction. The land is approximately 27,950 square meters with an estimated development period of three years.

 

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The remaining amount of $106,179 was invested in various real estate agency sales related projects. All of the equity stakes we have in these projects are less than 20%. We used the cost method for accounting purposes for these investments.

 

NOTE 10 – BANK LOANS

 

Bank loans included two bank loans, as listed below:

 

The balance includes a bank loan of $8,728,912, which bears interest at 130% of three-year prime rate as announced by the People’s Bank of China (the rate for 2011 was 6.65%) and is secured by the properties as mentioned in Note 8 above. This loan is due on April 30, 2013 and can be extended automatically for another 3 years; however, the bank does an annual routine loan renewal request with the Company.

 

The remaining bank loan of $2,380,612 bears interest at prime rate as announced by the People’s Bank of China (the rate for 2011 was 6.65%). As of December 31, 2011, the bank loan is due in 3 years and can be renewed automatically. This loan is secured by the properties as mentioned in Note 7 above.

 

NOTE 11 – PROMISSORY NOTES PAYABLE

 

The promissory notes payable consist of the following unsecured notes to independent individual third parties.

 

First, the balance includes a promissory note of $330,000. This promissory note of $330,000 bears an interest at a rate of 15% per annum. This promissory note is unsecured and the terms of repayment are not specifically defined.

 

The second promissory note of $353,124 bears an interest rate of 15% and the terms of repayment are not specifically defined.

 

The third note of $883,207 bears an interest rate of 15% and the terms of repayment are not specifically defined.

 

The fourth note of $158,708 is unsecured without interest and the terms of repayment are not specifically defined.

 

NOTE 12 – AMOUNTS WITH RELATED PARTIES AND DIRECTORS

 

A related party is an entity that can control or significantly influence the management or operating policies of another entity to the extent one of the entities may be prevented from pursuing its own interests. A related party may also be any party the entity deals with that can exercise that control.

 

Amount due to directors

 

The total amount due to directors for December 31, 2011 was $5,185,842. The amounts due are as follows:


Amount due to Lin Chi-Jung

As of December 31, 2011, the balance includes one advance to and five loans obtained from Lin Chin-Jung.

 

The advances and reimbursements of $17,854 represented the salary payable and rental reimbursement to Lin Chin-Jung outstanding as of December 31, 2011.

 

A loan includes a principal of $103,778. The principal is unsecured, bears an interest rate of 9.6% per annum and the terms of repayment is not specifically defined.

 

A loan includes a principal of $15,863. The loan’s terms of repayment is not specifically defined.

 

A promissory note of $241,632. This promissory note’s interest rate is 15%, unsecured and the terms of repayment are not specifically defined.

 

An unsecured promissory note of $4,267,684 bears an interest rate of 15% and the terms of repayment are not specifically defined. This loan is for the investment of Wuhan development project stated in note 9 in addition to any expenses related to the investment.

 

An unsecured promissory note of $506,214 bears an interest rate of 15% and the terms of repayment are not specifically defined

 

Amount due to Lin Chao-Chin

A balance of $27,109 represented the salary payable and rental reimbursement to Lin Chao-Chin outstanding as of December 31, 2011.

 

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Amount due to Lin Hsin Hung

The amount of $5,708 represents the salary payable to Lin Hsin Hung.

 

Amout due from related company

This amount of $317,415 is from our deposit in the Yuan Yu Long project.

 

Amount due to related party

A balance of $87,289 is due to our Suzhou Bing Feng Nian Dai.

  

NOTE 13 - OTHER PAYABLES AND ACCRUED EXPENSES

 

   December 31,   December 31, 
   2011   2010 
      
Accrued staff commission & bonus  $772,669   $607,929 
Rental deposits received   529,308    699,786 
Accrual for onerous contracts   -    5,613 
Other payables   226,227    1,122,304 
Property management   -    125,813 
Accrued legal fee   87,149    109,233 
Customer deposits   1,190,306    - 
Dividend payable for Non-controlling interest   254,826    - 
Rental deposits   427,147    421,887 
   $3,487,632   $3,092,565 

 

Customer deposits include two customer deposits of $793,537 and $396,769. These deposits are for our Sanya and Ao Ying projects, respectively.

 

NOTE 14 – OTHER TAX PAYABLE

 

Other tax payable mainly represents the outstanding payables of business tax, urban real estate tax and land appreciation tax in the PRC.

 

NOTE 15 – INCOME TAX PAYABLE

 

ASC 740 We adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48) on January 1, 2007. FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with ASC 740, “Accounting for Income Taxes.” The Interpretation prescribes a threshold for the financial statement recognition and measurement of a tax position taken or expected to be taken within an income tax return. For each tax position, the enterprise must determine whether it is more likely than not that the position will be sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation. A tax position that meets the more likely than not recognition threshold is then measured to determine the amount of benefit to recognize within the financial statements. No benefits may be recognized for tax positions that do not meet the more likely than not threshold. With respect to United States federal and Chinese income taxes, no reclassification was required.

 

Income tax represents current PRC income tax, which is calculated at the statutory income tax rate on the assessable income for the years ended December 31, 2011 and 2010. On January 1, 2008, China unified income tax rates for domestic and foreign companies at 25 %.

 

The provision for China income tax is consisted of:

 

   Years ended December 31, 
   2011   2010 
         
Current PRC corporate income tax  $26,889   $664,187 
Deferred tax debit          
Income tax  $26,889   $664,187 

 

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Reconciliation between the provision for income taxes computed by applying the statutory tax rate in Mainland China to income before income taxes and the actual provision for income taxes is as follows. The following is an estimate for the year 2011 as the China’s tax reporting deadline is on April 30 of each year:

 

   Years ended December 31, 
   2011   2010 
         
Provision for income taxes benefit at statutory tax rate  $722,990   $361,770 
Tax concessions   -    - 
Permanent difference   24,831    20,506 
Effect of change in FEIT tax rate   -    - 
Valuation allowances   (720,932)   281,911 
Income tax  $26,889   $664,187 

 

NOTE 16- COMMITMENTS AND CONTINGENCIES

 

Operating Lease Commitments

 

During the years ended December 31, 2011 and 2010, the Company incurred lease expenses amounting to $233,050 and $279,647, respectively. As of December 31, 2011, the Company had commitments under operating leases, requiring annual minimum rentals as follows:

 

   December 31,   December 31, 
   2011   2010 
         
Within one year  $24,770   $233,145 
Two to five years   -    - 
Operating lease commitments  $24,770   $233,145 

 

During the year of 2005 and 2006, SZGFH entered into leasing agreements with certain buyers of the Sovereign Building underwriting project to lease the properties for them. These leasing agreements on these properties are for 62% of the floor space that was sold to third party buyers. In accordance with the leasing agreements, the owners of the properties can have a rental return of 8.5% and 8.8% per annum for a period of 5 years and 8 years, respectively. In regards to the leasing agreements, we have negotiated with the buyers and have lowered the annual rental return rate for the remaining leasing period from 8.5% for 5 years to 5.8%, and from 8.8% for 8 years to 6%. As of December 31, 2011, 68% of the buyers agreed upon the lowered rate, 7% of the buyers did not agreed to a lowered rate and 25% of the buyers agreed to cancel the leasing agreements. The leasing period started in the second quarter, 2006, and the Company has the right to sublease the leased properties to cover these lease commitments in the leasing period. As of December 31, 2011, 104 sub-leasing agreements have been signed, the area of these sub-leasing agreements represented 67% of total area with these lease commitments.

 

As of December 31, 2011, the lease commitments are as follows:

 

   December 31,   December 31, 
   2011   2010 
         
Within one year  $1,451,207   $1,396,883 
Two to five years   1,922,302    2,241,262 
Over five years   -    - 
Operating lease commitments arising from the promotional package  $3,373,509   $3,638,145 

 

An accrual for onerous contracts was recognized which is equal to the difference between the present value of the sublease income and the present value of the associated lease expense at the appropriate discount rate. The accrual for onerous contracts was $ 4,756 as of December 31, 2011 and $30,712 as of December 31, 2010.

 

According to the leasing agreements, the Company has an option to terminate any agreement by paying a predetermined compensation. As of December 31, 2011, the compensation to terminate all leasing agreements is $1,319,790. According to the sub-leasing agreements that have been signed through December 31, 2011, the rental income from these sub-leasing agreements will be $1,128,275 within one year and $652,805 within two to five years. However, no assurance can be given that we can collect all of the rental income.

 

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NOTE 17 –DEPOSITS RECEIVED FROM UNDERWRTING SALES

 

The Company accounts for its underwriting sales revenue with underwriting rent guarantees in accordance with ASC 976-605 “Accounting for Sales of Real Estate” (SFAS 66). Under SFAS 66, the deposit method should be used for the revenue from the sales of floor space with underwriting rent guarantees until the revenues generated by sub-leasing properties exceed the guaranteed rental amount due to the purchasers.

 

NOTE 18 – STATUTORY RESERVE

 

According to the relevant corporation laws in the PRC, a PRC company is required to transfer at least 10% of its profit after taxes, as determined under accounting principles generally accepted in the PRC, to the statutory reserve until the balance reaches 50% of its registered capital. The statutory reserve can be used to make good on losses or to increase the capital of the relevant company.

  

NOTE 19 – ACCUMULATED OTHER COMPREHENSIVE INCOME

 

As of December 31, 2011 and 2010, the only component of accumulated other comprehensive income was translation reserve.

 

NOTE 20 – OTHER INCOME, NET

 

The Company estimated a provision for income tax and other tax payable and other payables before 2010. At the end of 2011, the taxes payable that did not materialize was $1,214,344. This balance is adjusted to other net income.

 

NOTE 21 – CONCENTRATION OF CUSTOMERS

 

During the years ended December 31, 2011 and 2010, the following customer accounted for more than 10% of total net revenue:

 

  Percentage of Net Revenue for
the years ended December 31,
   Percentage of Accounts Receivable
as at December 31,
 
   2011   2010   2011   2010 
Customer A   *   13%   *   *

 

* less than 10%

 

NOTE 22 – SUBSEQUENT EVENTS

 

Change of CFO

 

March 23, 2012, Mr. Liu Zhen Yu resigned as the Chief Financial Officer (“CFO”) of the Company. His resignation was not due to any disagreement with the Company or its management regarding any matter relating to the Company’s operations, policies or practices.

 

On March 23, 2012, the Company appointed Mrs. Wang Wen Hua as the interim CFO, who will hold the office from March 23 to April 15, 2012.

 

Mrs. Wang, 46 years old, has been with the Company, specifically the Company’s subsidiary, Shanghai Xin Ji Yang, since its inception more than 10 years ago. She started with the Company as a financial manager and later as a senior comptroller since 2011.

 

On March 23, 2012, the Company also appointed Mr. Wang Wen Yan as the CFO, effective on April 15, 2012. During the interim, Mr. Wang will be preparing the first quarter financial report of the Company as well participating in the day to day operation.

 

Mr. Wang, 32 years old, was previously the financial controller and CFO of the Company. Mr. Wang had been with the Company since May 2005 and left on March 17, 2011. He worked in a real estate development company for 4 years before joining the Company. He graduated from Shanghai University with a Bachelor’s degree in accounting and has a Master’s degree at the Shanghai University of Finance and Economics.

 

An 8-K filing in regards to the change in CFO has been filed with the SEC on March 27, 2012.

 

Real Estate Development Projects

 

In mid 2011, we established a project company in Wuhan where we have 49% stake. During the fourth quarter of 2011, the project company was in the process of acquiring land and obtaining the appropriate license and certificate for the development project. In the first quarter of 2012, we began its initial construction. The land is approximately 27,950 square meters with an estimated development period of three years.. Proceeds from sales will fund the constructions of subsequent phases and we are currently in the process of applying for bank loans and other forms of funding, however, there are no assurance we will be able to obtain future financings.

 

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In January 2012, we established a Linyi Shang Yang Real Estate Development (“LYSY”) with 24% stake in the company. During the first quarter of 2012, we acquired approximately 103,385 square meters for the purpose of developing villa-style residential housing. Proceeds from sales will fund the constructions of subsequent phases and we are currently in the process of applying for bank loans and other forms of funding, however, there are no assurance we will be able to obtain future financings.

 

ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

 

ITEM 9A(T) CONTROLS AND PROCEDURES

 

Our Chief Executive Officer and our Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2011. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of December 31, 2011, to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms and ensure that information required to be disclosed is accumulated and communicated to our management, as appropriate to allow timely decisions regarding required disclosure.

 

Management's Report of Internal Control over Financial Reporting

 

The management of the company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, 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 and includes those policies and procedures that:

 

·Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

 

·Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

 

·Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

The company’s management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2011. In making this assessment, the company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

 

This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report. However, in connection with its audit of our financial statements, our independent registered public accounting firm reported no material weaknesses in our internal controls over our ability to produce financial statements free from material misstatements. We determined that there were no material weaknesses in the Company’s internal controls and therefore they were effective as of December 31, 2011.

 

ITEM 9B. OTHER INFORMATION

 

None

 

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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

 

Date of Appointment Name of Individual Age Position with Company
October 28, 2003 LIN CHI-JUNG 52 Chief Executive Officer, President and Chairman
May 23, 2005 LIN CHAO-CHIN 62 Director and Senior Vice President
November 28, 2006 LIN HSIN-HUNG 57 Executive Director
November 23, 2004 CHEN REN 64 Director
November 23, 2004 FU XUAN-JIE 82 Director
November 23, 2004 LI XIAO-GANG 54 Director
August 23, 2005 ZHANG XI 41 Director
March 14, 2011 LIU ZHEN-YU 40 Chief Financial Officer
March 23, 2012 WANG WEN HUA 46 Interim CFO

 

Following is biographical information for each of the 7 directors consisting of the age, principal occupation, and other relevant information. The designation of "Affiliated" noted beside the director’s name indicates that the director is an officer or employee of Sunrise. The designation of “Independent” noted beside the director’s name indicates that the director is considered an independent director with in the meaning of the Marketplace Rules of the Nasdaq Stock Market, Inc., which is the independence standard that we have chosen to report under.

 

Lin Chi-Jung, CEO, Chairman, and President (Affiliated)

 

Lin Chi-Jung, age 52, is the Chairman of the Board of Directors of SRRE. He also serves as our President and CEO and the Chairman of all of our operating subsidiaries. Mr. Lin began serving as a Director of SRRE on October 28, 2003, and was appointed Chairman on October 11, 2004. He founded Shanghai Xin Ji Yang Real Estate Consultation Co., Ltd. (“SHXJY”) in late 2001, Shanghai Shang Yang Real Estate Consultation Co., Ltd. (“SHSY”) in early 2004 and Suzhou Gao Feng Hui Property Management Co., Ltd. (“SZGFH”) in early 2005. Under his leadership and management, SHXJY, SHSY and SZGFH have grown rapidly. Prior to establishing this property business, Mr. Lin invested in the film making and publishing businesses. In his younger days, Mr. Lin was a well known actor in Chinese communities around the world, including Mainland China, Taiwan, North America and South East Asia. The Board believes that Mr. Lin has the experience and qualification as a member of the Board of Directors because of his experience in the real estate industry, his leadership and strategic direction for the Company and his public personality makes him an invaluable asset to the Company. Mr. Lin is not a member of the Board of any other public company or any investment company, neither has he been a member of the boards of directors of such companies for the past five years.

 

Lin Chao-Chin, Director (Affiliated)

 

Lin Chao-Chin, age 62, was appointed as a director on May 23, 2005, and serves on our Compensation and Governance and Nominating Committees. He is one of the co-founders of SHXJY. The Board believes Mr. Lin has the experience and skill to serve as a director of the Company because he brings with him 29 years of real estate industry experience, particularly in the areas of agency, property investment, and development services. Prior to starting his business in Mainland China, he co-founded Taipei Xin Lian Yang Property Co. Ltd. in Taiwan in the early 1980’s. Under Mr. Lin’s leadership, this business had contracted sales of NTD 120 Billion (approx. US$ 3.4 billion) and 800 employees. In 2001 he joined Lin Chi-Jung to re-establish his career in Mainland China. Currently, Lin Chao-Chin is managing the day-to-day business operation of SHXJY. Lin Chao-Chin graduated from Taiwan Chung Yuan University with a Bachelors Degree in Business Administration. Mr. Lin is not a member of the Board of any other public company or any investment company, neither has he been a member of the boards of directors of such companies for the past five years.

 

Lin Hsin-Hung, Executive Director

 

Lin Hsin Hung, age 57, was appointed as an executive director on November 28, 2006. He graduated from the Economics Department of Taiwan Wen Hua College in 1981. Mr. Lin has served as the Chairman of the Board of Tian Li Manufacture Corporation, Ding Kai Industry Corporation, Hua Wei Development Corporation and an executive Director of Di Heng Capital Management Corporation. The Board believes Mr. Lin has the knowledge and expertise in the capital markets that will benefit to the Company. Mr. Lin is not a member of the board of any other public company or any investment company in the US, neither has he been a member of the boards of directors of such companies for the past five years.

 

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Chen Ren, Director (Independent)

 

Chen Ren, age 64, was appointed an independent director on November 23, 2004. Mr. Chen is Chairman and General Manager of Shanghai Real Estate Group of Companies. He has been involved in the Shanghai real property market for the past 16 years. Among some of the companies that he has been associated with are: Shanghai She-ye Property Ltd, Shanghai Rui Nan Property Limited, the General Manager of Shanghai Gong Zhi Jing Center and Shanghai An Ju Property Development Center. With his extensive knowledge and experience in the real estate property development industry in China, the Board believes Mr. Chen an asset to the Company serving as one of its independent director. Mr. Chen is not a member of the Board of any other public company or any investment company, neither has he been a member of the boards of directors of such companies for the past five years.

 

Fu Xuan-Jie, Director (Independent)

 

Fu Xuan-Jie, age 82, was appointed an independent director on November 23, 2004, and serves on our Audit, Compensation, and Governance and Nominating Committees. Mr. Fu has been an attorney since February 1980 and has practiced law in his co-founded firm, Fu Xuan-Jie & Associates Law Office since April 1994. Mr. Fu specializes in corporate and international law, especially in the areas of international compensation and other financial matters. Among the clientele that Mr. Fu serves are Coca-Cola, Banque Endosuez, AT&T, and L'Oreal. The Board believes that Mr. Fu’s is qualified to serve on our Board because of his knowledge in corporate and international law. Mr. Fu is not a member of the Board of any other public company or any investment company, neither has he been a member of the boards of directors of such companies for the past five years.

 

Li Xiao-Gang, Director (Independent)

 

Li Xiao-Gang, age 54, was appointed an independent director on November 23, 2004, and serves on our Audit, Compensation, and Governance and Nominating Committees. Mr. Li graduated from Shanghai Finance and Economics University in 1984, and joined the Shanghai Academy of Social Science. In 1992, he was appointed the deputy director of the Economics Law Consultation Center of the Shanghai Academy. In 2000, he was the Director of the Foreign Investment Research Center of the Academy. From 1992 to the present, Mr. Li has served as a Director cum Deputy Secretary-General of the Shanghai Consultation Association. The Board believes Mr. Li’s contribution of his views on economy as well as his knowledge of the real estate movement in China invaluable to the Company. Mr. Li is not a member of the Board of any other public company or any investment company, neither has he been a member of the boards of directors of such companies for the past five years.

 

Zhang Xi, Director (Independent)

 

Zhang Xi, age 41, was appointed an independent director on August 23, 2005, and serves as Chairman of our Audit Committee. He has a Doctorate Degree in Economics, and he is a Senior Economist, a Certified Public Accountant and a Certified Public Appraiser. He is working as a Vice President of Shanghai General Building Material Group Corporation. He has also served in Shanghai Zhonghua Audit Company as the manager of the International Department, Shanghai Zhangjiang Hi-tech Zone Development Company, Ltd. as Vice General Manager and Financial Controller, and Shanghai Zhang Jiang Semiconductor Industry Park Co., Ltd. as General Manager. The Board believes that Mr. Zhang expertise in financial auditing matters and his qualification as a CPA necessary in serving as the Chairman of our Audit Committee and as one of our independent director. Mr. Zhang is not a member of the Board of any other public company or any investment company, neither has he been a member of the boards of directors of such companies for the past five years.

 

Liu Zhen-Yu, CFO

Liu Zhen Yu, the Company’s Chief Financial Officer. Mr. Liu, 40 years old, was appointed as our CFO on March 17, 2011. Prior to joining the Company, Mr. Liu was with Tarsus China Holding where he was the China regional finance manager since 2008. His main duties at Tarsus include supervising the company’s finance and administrative operation in China. Prior to joining Tarsus, Mr. Liu was one of the members in setting up Best Buy in China as the finance manager for the China region. He was responsible for overseeing day-to-day financial matters. Mr. Liu graduated from Tong Ji University in 2009 where he received his MBA. Mr. Liu resigned on March 23, 2012 to pursue other opportunities.

 

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Wang Wen-Hua, Interim CFO

 

Wang Wen-Hua, the interim Chief Financial Officer was appointed after Mr. Liu departure from the Company. Mrs Wang, 46 years old, has been with the Company, specifically Shanghai Xi Ji Yang since its inception more than 10 years ago. She started with the Company as a financial manager and became senior comptroller in 2011 for the Company. She is very knowledgeable in Company matters from the Group level to the Companys subsidiary level.

 

Family Relationships

 

 There are no family relationships among directors, executive officers, or person nominated or chosen to become the directors or executive officers.

 

Involvement in Certain Legal Proceedings

 

None of our directors, executive officers, or control persons has been involved in any of the following events during the past ten years:

 

  · Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of bankruptcy or within two years prior to that time; or

 

  · Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); or

 

  · Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

 

  · Being found by a court of competent jurisdiction (in a civil violation), the SEC or the Commodity Future Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; or

 

  · Being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: any Federal or State securities or commodities law or regulation; or any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity. This violation does not apply to any settlement of a civil proceeding among private litigants; or

 

  · Being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Code of Ethics

 

On October 8, 2005, we adopted a code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. The Company will provide to any person without charge, upon request, a copy of the corporate code of ethics. Any person wishing a copy should write to Alice Wang, Sunrise Real Estate Group, Inc., Floor 25, No. 638, Hengfeng Road, Shanghai, PRC 200070.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of these filings must be furnished to the Company. Based solely on a review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the fiscal year ending December 31, 2011, all Section 16(a) filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners have been met on a timely basis.

 

45
 

 

Information Concerning our Board and Committees of our Board

 

The Company’s Board has three standing committees: an Audit Committee, Governance and Nominating Committee, and a Compensation Committee. We have a written Audit Committee Charter, Governance and Nominating Committee Charter and Compensation Committee Charter. Except for Lin Chao-Chin, all of our directors serving on our committees are “independent” within the meaning of the Marketplace Rules of the Nasdaq Stock Market, Inc., which is the independence standard that we have chosen to report under.

 

Audit Committee and Audit Committee Financial Expert

 

Our Board established the Audit Committee on August 23, 2005. The Audit Committee consists of three members, Fu Xuan-Jie, Li Xiao-Gang, and Zhang Xi, all of whom are “independent” within the meaning of the Marketplace Rules of the Nasdaq Stock Market, Inc., which is the independence standard that we have chosen to report under. At least one member of the Audit Committee, Zhang Xi, is a financial expert, as that term is used under Item 407(d)(5) of Regulation S-B.

 

Governance and Nominating Committee

 

The Governance and Nominating Committee of the Board consists of Mr. Lin Chao-Chin, Mr. Li Xiao-Gang and Mr. Fu Xuan-Jie. The primary duties of the Governance and Nominating Committee are to identify and review candidates for the Board and recommend candidates for election to the Board, periodically review the skills and characteristics required of Board members in the context of the current Board, and periodically review the Company’s corporate governance policies and recommend modifications to the Board as appropriate. The Governance and Nominating Committee operates pursuant to a charter that was approved by our Board, a current copy of which is available on our website at www.sunrise.sh under the heading “Investor” and subheading “Corporate Governance.”

 

Our shareholders may recommend director nominees, and the Governance and Nominating Committee will consider nominees recommended by shareholders. We anticipate that nominees recommended by shareholders will be evaluated in the same manner as nominees recommended by anyone else, although the Governance and Nominating Committee may prefer nominees who are personally known to the existing directors and whose reputations are highly regarded. The Governance and Nominating Committee will consider all relevant qualifications as well as the needs of the company in terms of compliance with SEC rules.

 

While the selection of qualified directors is a complex, subjective process that requires consideration of many intangible factors, the Governance and Nominating Committee and the Board takes into account the following criteria, among others, in considering directors and candidates for the board: judgment, experience, skills and personal character of the candidate, and the needs of the Board.

 

The Governance and Nominating Committee conducts a process of making a preliminary assessment of each proposed nominee based upon the resume and biographical information, an indication of the individual’s willingness to serve and other background information. This information is evaluated against the criteria set forth above and our specific needs at that time. Based upon a preliminary assessment of the candidate(s), those who appear best suited to meet our needs may be invited to participate in a series of interviews, which are used as a further means of evaluating potential candidates. On the basis of information learned during this process, the Governance and Nominating Committee determines which nominee(s) to recommend to the Board to submit for election at the next annual meeting. The Governance and Nominating Committee uses the same process for evaluating all nominees, regardless of the original source of the nomination.

 

Compensation Committee

 

The Compensation Committee of the Board consists of Mr. Lin Chao-Chin, Mr. Li Xiao-Gang and Mr. Fu Xuan-Jie. The primary duties of the Compensation Committee are to annually review and approve the Company’s compensation strategy to ensure that employees are rewarded appropriately; review annually and approve corporate goals and objectives relevant to executive compensation; annually review and determine elements of compensation of the CEO and other officers; and review and recommend compensation for non-employee members of our Board. The Compensation Committee operates pursuant to a charter that was approved by our Board, a current copy of which is available on our website at www.sunrise.sh under the heading “Investor” and subheading “Corporate Governance.”

 

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ITEM 11. EXECUTIVE COMPENSATION

 

Compensation Philosophy

 

The Company has established a compensation committee to ensure that employees are reward appropriately based on performance and review the compensation of the CEO and other executive managers annually. Our compensation program for our executive officers and all other employees is designed such that it will not incentivize unnecessary risk-taking as our compensation consists primarily of base salaries without bonuses or stock awards.

 

 

The following table reflects the compensation paid to the Company’s Chief Executive Officer and each of the Company’s compensated executive officers whose compensations exceeded $100,000 in fiscal years 2011, 2010 and 2009 for services rendered to the Company and its subsidiaries.

 

Name and Principal Position
(a)
  Year
(b)
   Salary
($)
(c)
   Bonus
($)
(d)
   Stock
Awards
($)
(e)
   Option
Awards
($)
(f)
   Non-Equity
Incentive Plan
Compensation
($)
(g)
   Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
(h)
   All Other
Compensation
($) (i)
   Total
($)
(j)
 
Lin Chi-Jung   2011    87,465    -    -    -    -    -    4,505    91,970 
                                              
CEO, President & Chairman   2010    85,293    -    -    -    -    -    4,393    89,686 
                                              
Executive Officer of subsidiaries   2009    70262    -    -    -    -    -    4,393    74,653 
                                              
Lin Chao-Chin   2011    73,288    -    -    -    -    -    4,505    77,793 
                                              
Senior Vice President   2010    71,468    -    -    -    -    -    4,393    75,861 
                                              
Managing director of subsidiaries   2009    70,262    -    -    -    -    -    4,393    74,653 
                                              
Liu Zhen Yu, CFO   2011    41,807    -    -    -    -    -    929    42,736 
                                              
Wang Wen Hua   2011    30,194    -    -    -    -    -    -    - 
                                              
Interim CFO   2010    26,500    -    -    -    -    -    -    - 
                                              
    2009    23,798    -    -    -    -    -    -    - 

 

Option/SAR Grants

The Company has no stock option plan or other equity incentive plan in place. Accordingly, no individual grants of stock options, whether or not in tandem with Stock Appreciation Rights (“SARs”) and freestanding SARs have been made to any executive officer or any director since the Company’s inception, accordingly, no stock options have been exercised by the Company’s officers or directors in any fiscal year.

 

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DIRECTOR COMPENSATION

 

Name
(a)
  Fees Earned
or Paid in
Cash
($)
(b)
   Stock Awards
($)
(c)
   Option
Awards
($)
(d)
   Non-Equity
Incentive Plan
Compensation
($)
(e)
   Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
(f)
   All Other
Compensation
($)
(g)
   Total
($)
(h)
 
LIN CHI-JUNG   0    0    0    0    0    0    0 
LIN CHAO-CHIN   0    0    0    0    0    0    0 
LIN HSIN-HUNG   18,516    0    0    0    0    0    18,516 
FU XUAN-JIE   7,715    0    0    0    0    0    7,715 
LI XIAO-GANG   7,715    0    0    0    0    0    7,715 
CHEN REN   7,715    0    0    0    0    0    7,715 
ZHANG XI   7,715    0    0    0    0    0    7,715 

 

 

(1) There are no stock option, retirement, pension, or profit sharing plans for the benefit of directors.

 

 

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth, as of March 31, 2012, the number and percentage of our 28,691,925 shares of common stock outstanding that were beneficially owned by (1) each person known to the Company to be the beneficial owner of five percent or more of our common stock, (2) each director and named executive officer, and (3) all of the Company's directors and executive officers as a group. Unless otherwise indicated, the person listed in the table is the beneficial owner of, and has sole voting and investment power with respect to, the shares indicated.

  

Title of Class  Name and Address  Amount and Nature of
Beneficial Ownership
   Percent of Class 
Common 

Lin Chi-Jung

Hengfeng Road, No. 638, 25th Fl., Bldg A

   4,511,400(1)  15.72%
Common 

Lin Hsin-Hung

Hengfeng Road, No. 638, 25th Fl., Bldg A

   334,750(2)   1.17%
Common  Lin Chao Chun   4,511,400(3)   15.72%
All Directors and Officers As a Group      9,357,550    32.61%
               
Common  Better Time International   3,530,000(4)   12.4%
Common  Good Speed Service Limited   3,469,572(5)   12%
Non-Officers and Directors      6,999,572    24.4%

 

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(1) These shares are owned by Ace Develop Properties Limited, of which Mr. Lin Chi-Jung is the sole beneficiary owner

(2) These shares are owned by Glorystar International Enterprise Limited, of which Mr. Lin Hsing Hung is a minority shareholder and an officer.

(3) These shares are owned by Robert Lin Investments, Inc., of which Mr. Lin Chao Chun is the sole beneficiary owner.

(4) The beneficiay owner of Better Time International is Wang Chun-Chieh

(5) The beneficiary owner of Good Speed Services Limited is Yuan Chi Lung

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

Certain Relationships

 

A related party is an entity that can control or significantly influence the management or operating policies of another entity to the extent one of the entities may be prevented from pursuing its own interests. A related party may also be any party the entity deals with that can exercise that control.

 

Amount due to directors

 

The total amount due to directors for December 31, 2011 was $5,185,842. The amounts due are as follows:

 

Amount due to Lin Chi-Jung

As of December 31, 2011, the balance includes one advance to and two loan obtained from Lin Chin-Jung.

 

The advances and reimbursements of $17,854 represented the salary payable and rental reimbursement to Lin Chin-Jung outstanding as of December 31, 2011.

 

A loan includes a principal of $103,778. The principal is unsecured, bears an interest rate of 9.6% per annum and the terms of repayment is not specifically defined.

 

A loan includes a principal of $15,863. The loan’s terms of repayment is not specifically defined.

 

A promissory note of $241,632. This promissory note’s interest rate is 15%, unsecured and the terms of repayment are not specifically defined.

 

An unsecured promissory note of $4,267,684 bears an interest rate of 15% and the terms of repayment are not specifically defined. This loan is for the investment of Wuhan development project stated in note 9 in addition to any expenses related to the investment.

 

An unsecured promissory note of $506,214 bears an interest rate of 15% and the terms of repayment are not specifically defined.

 

Amount due to Lin Chao-Chin

A balance of $27,109 represented the salary payable and rental reimbursement to Lin Chao-Chin outstanding as of December 31, 2011.

 

Amount due to Lin Hsin Hung

The amount of $5,708 represents the salary payable to Lin Hsin Hung.

 

Amout due from related company

This amount of $317,415 is from our Sanya real estate agency project deposit.

 

Amount due to related party

A balance of $87,289 is due to our Suzhou Bing Feng Nian Dai.

 

Director Independence

 

Fu Xuan-Jie, Li Xiao-Gang, Chen Ren and Zhang Xi, constitute a majority of the Board of Directors and are each “independent” within the meaning of the Marketplace Rules of the Nasdaq Stock Market, Inc..

 

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Audit Fees

 

The aggregate fees billed by Kenne Ruan, CPA, P.C. for services rendered during the year ended December 31, 2011 are described as follows:

 

Fees for audit and review services amounted to $100,465 in 2011. Fees for audit and review services include the annual audit of the consolidated financial statements of the Company and its subsidiaries, and review of the Company's Quarterly Reports on Form 10-Q.

 

Audit-Related Fees

 

None.

 

Tax Fees

 

Tax fees for serviced provided for the year 2011 was $18,581.

 

All Other Fees

 

Kenne Ruan, CPA, P.C. did not bill the Company any additional fees for professional services rendered to the Company during fiscal years ended December 31, 2011.

 

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

 

According to the charter of the Audit Committee, the Company’s policy on pre-approval of audit and permissible non-audit services of independent auditors is to pre-approve all audit services and permissible non-audit services by the independent accountants, as set forth in Section 10A of the Exchange Act and the rules and regulations promulgated thereunder by the SEC. The Audit Committee may establish pre-approval policies and procedures, as permitted by Section 10A of the Exchange Act and the rules and regulations promulgated thereunder by the SEC, for the engagement of independent accountants to render services to the Company, including but not limited to policies that would allow the delegation of pre-approval authority to one or more members of the Audit Committee, provided that any pre-approvals delegated to one or more members of the Audit Committee are reported to the Audit Committee at its next scheduled meeting.

 

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ITEM 15. EXHIBITS

  

Exhibit  
Number Description
   
2.1 Exchange Agreement dated as of August 31, 2004 by and among Lin Ray Yang Enterprise Ltd., Lin Chi-Jung, as agent for the beneficial shareholders of such company, and the Company, incorporated by reference to our Current Report on Form 8-K filed on September 8, 2004.
   
2.2 Exchange Agreement dated as of August 31, 2004 by and among Sunrise Real Estate Development Group, Inc., a Cayman Islands company, Lin Chi-Jung, as agent for the beneficial shareholder of such company, and the Company, incorporated by reference to our Current Report on Form 8-K filed on September 8, 2004.
   
3.1 Articles of Incorporation, incorporated by reference to Exhibit 3.1 of Form-10 QSB filed on April 23, 2001.
   
3.1a Amendments to the Articles of Incorporation, incorporated by reference to Exhibits 3.1a and 3.1b to Form-10-KSB for the fiscal year ended December 31, 2003 filed on April 14, 2004.
   
3.1b Articles of Amendment to the Articles of Incorporation dated April 25, 2006, incorporated by reference to Exhibit 3.1b of Form-10 QSB filed on November 14, 2006.
   
3.2 Bylaws, incorporated by reference to Exhibit 3.2 of Form-10SB filed on April 23, 2001.
   
10.1 Financial Advisory Agreement dated January 15, 2006 between Sunrise Real Estate Group, Inc. and Marco Partners, Inc., incorporated by reference to Exhibit 10.1 to Form SB-2 filed on February 13, 2006.
   
10.2 Consultancy Service Agreement dated January 15, 2006 between Sunrise Real Estate Group, Inc. and Chiang Hui Hsiung, incorporated by reference to Exhibit 10.2 to Form SB-2 filed on February 13, 2006.
   
10.3 Placement Agent Agreement dated June 15, 2006 between Sunrise Real Estate Group, Inc. and Midtown Partners & Co., LLC.
   
10.21 Stock Purchase Agreement, dated as of January 22, 2011 between Sunrise Real Estate Group, Inc. and Better Times International Limited (Filed on January 28, 2011)
   
14 Code of Ethics
   
21.1 Subsidiaries of the Company, incorporated by reference to Exhibit 21.1 to Form SB-2 filed on February 13, 2006.(Incorporated by reference from Form 8-K) dated Sepember 30, 2011

 

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31.1 Certification of Lin Chi-Jung, pursuant to Rule 15d-14(a).
   
31.2 Certification of Liu Zhen Yu, pursuant to Rule 15d-14(a).
   
32.1 Certifications of Lin Chi-Jung, pursuant to 18 U.S.C. 1350.
   
32.2 Certifications of Liu Zhen Yu, pursuant to 18 U.S.C. 1350.
   
99.1 Press Release dated March 27, 2012, titled Sunrise Real Estate Group, Inc. Announces Resignation and appointment of CFO.

 

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SIGNATURES

 

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Sunrise Real Estate Group, Inc.  
     
  /s/ Lin Chi-Jung  
  BY: Lin Chi-Jung  
  Principal Executive Officer and Director  
     
  DATE:  April 14, 2012  

 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Lin Chi-Jung        
Lin Chi-Jung   Principal Executive Officer and Director   April 14, 2012 
         
/s/ Wang Wen Hua        
Wang Wen Hua    Interim Chief Financial Officer   April 14, 2012
       
/s/ Lin Chao-Chin        
Lin Chao-Chin    Director   April 14, 2012
         
/s/ Lin Hsin-Hung        
Lin Hsin-Hung    Director   April 14, 2012
         
/s/ Fu Xuan-Jie        
Fu Xuan-Jie    Director   April 14, 2012
         
/s/ Li Xiao-Gang        
Li Xiao-Gang    Director   April 14, 2012
         
/s/ Chen Ren        
Chen Ren    Director   April 14, 2012
       
/s/ Zhang Xi        
Zhang Xi    Director   April 14, 2012

 

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