XML 36 R18.htm IDEA: XBRL DOCUMENT v3.20.4
Related Parties Transactions
 12 Months Ended
Dec. 31, 2020
Related Party Transactions [Abstract]  
RELATED PARTIES TRANSACTIONS

12. RELATED PARTIES TRANSACTIONS 

 

The related parties of the company with whom transactions are reported in these financial statements are as follows:

 

Name of entity or Individual   Relationship with the Company and its subsidiaries
BioFirst Corporation (the "BioFirst")   Entity controlled by controlling beneficiary shareholder of YuanGene
BioFirst (Australia) Pty Ltd. (the "BioFirst (Australia)")   100% owned by BioFirst; Entity controlled by controlling beneficiary shareholder of YuanGene
Rgene Corporation (the "Rgene")   Shareholder of the Company; entity controlled by controlling beneficiary shareholder of YuanGene
YuanGene Corporation (the "YuanGene")   Controlling beneficiary shareholder of the Company
AsiaGene Corporation (the "AsiaGene")   Shareholder; entity controlled by controlling beneficiary shareholder of YuanGene
Eugene Jiang   Former President and Chairman
Keypoint Technology Ltd. (the "Keypoint')   The Chairman of Keypoint is Eugene Jiang's mother.
Lion Arts Promotion Inc. (the "Lion Arts")   Shareholder of the Company
Yoshinobu Odaira (the "Odaira")   Director of the Company
GenePharm Inc. (the "GenePharm")   Dr. George Lee, Board Director of Biokey, is the Chairman of GenePharm.
Euro-Asia Investment & Finance Corp Ltd. (the "Euro-Asia")   Shareholder of the Company
LBG USA, Inc. (the "LBG USA")   100% owned by BioFirst; Entity controlled by controlling beneficiary shareholder of YuanGene
LionGene Corporation (the "LionGene")   Shareholder of the Company; Entity controlled by controlling beneficiary shareholder of YuanGene
Kimho Consultants Co., Ltd. (the "Kimho")   Shareholder of the Company
Mr. Tsung-Shann Jiang, Ms. Shu-Ling Jiang, Mr. Chang-Jen Jiang, Ms. Mei-Ling Jiang, and Mr. Eugene Jiang (collectively the "Jiangs")   Mr. Tsung-Shann Jiang, the controlling beneficiary shareholder of the Company and Rgene, the Chairman and CEO of the BioLite Holding Inc. and BioLite Inc. and the President and a member of board of directors of BioFirst
 
Ms. Shu-Ling Jiang, Mr. Tsung-Shann Jiang's wife, is the Chairman of Keypoint; and a member of board of directors of BioLite Inc.
 
Mr. Eugene Jiang is Mr. and Ms. Jiang's son. Mr. Eugene Jiang is the chairman, and majority shareholder of the Company and a member of board of directors of BioLite Inc.
 
Mr. Chang-Jen Jiang is Mr. Tsung-Shann Jiang's sibling and the director of the Company.
 
Ms. Mei-Ling Jiang is Ms. Shu-Ling Jiang's sibling.
Amkey Ventures, LLC ("Amkey")   An entity controlled by Dr. George Lee, who serves as one of the board directors of BioKey, Inc
BioLite Japan   Entity controlled by controlling beneficiary shareholder of ABVC

  

Accounts receivable - related parties

 

Accounts receivable due from related parties consisted of the following as of the periods indicated:

 

   December 31,   December 31, 
   2020   2019 
GenePharm Inc.  $142,225   $142,225 
Rgene   -    1,053 
Amkey   1,210    - 
Total  $143,435   $143,278 

 

Due from related parties

 

Amount due from related parties consisted of the following as of the periods indicated:

 

   December 31,   December 31, 
   2020   2019 
Rgene  $42,911   $36,332 
AsiaGene   

4,241

    3,578 
BioFirst   -    137,151 
BioFirst (Australia)   373,235    40,000 
BioHopeKing Corporation   123,583    115,946 
LBG USA   675    675 
BioLite Japan   150,000    - 
Keypoint   1,610    - 
Total  $696,255   $333,682 

 

(1) As of December 31, 2020 and 2019, the Company has advanced an aggregate amount of $31,684 and $29,194 to Rgene for working capital purpose. Under the terms of the loan agreement, the loan bears interest at 1% per month (or equivalent to 12% per annum) and the loan will be matured on December 31, 2019. On January 1, 2020, the contract has been renewed for another year, when the new maturity date now is on December 31, 2020. As of December 31, 2020, and December 31, 2019, the outstanding loan balance was $31,684 and $29,194; and accrued interest was $11,227 and $7,138, respectively.

 

(2) On May 27, 2019, the Company entered into loan agreements with AsiaGene for NT $100,000, equivalent to $3,560, to meet its working capital needs.  Under the terms of the loan agreement, the loan bears interest at 1% per month (or equivalent to 12% per annum) and the loan will be matured on December 31, 2019. On January 1, 2020, the agreement has been renewed for another year, when the new maturity date now is on December 31, 2020. As of December 31, 2020 and 2019, the outstanding loan balance was $3,560 and $3,343, and accrued interest was $681 and $235, respectively.

 

(3) On July 12, 2019, the Company had an aggregate amount of loan with BioFirst of $150,000 to meet its working capital needs, pursuant to which the interest bears at 12% per annum. The Company paid back $21,317 in 2019. The remaining loan balance was $128,683 as of December 31, 2019. This loan is matured on July 11, 2020 and bears interest at 1% per month (or equivalent to 12% per annum). As of December 31, 2020 and 2019, the outstanding loan balance was $0 and $128,683, and accrued interest was $0 and $8,468, respectively.

 

(4)On May 11, 2018, the Company and BioFirst (Australia) entered into a loan agreement for a total amount of $40,000 to meet its working capital needs. The advances bear 0% interest rate and are due on demand prior to June 30, 2020. Afterwards, all outstanding load will bear interest rate at 12% per annum. On July 1, 2020, the Company entered into a loan agreement with BioFirst (Australia) for $321,487 to properly record R&D cost and tax refund allocation based on co-development contract executed on July 24, 2017. The loan will be matured on June 30, 2021 with an interest rate of 12% per annum. As of December 31, 2020 and 2019, the outstanding loan balances was $373,235 and $40,000, respectively.

  

(5)On February 24, 2015, BioLite Taiwan and BioHopeKing Corporation (the "BHK") entered into a co-development agreement, (the "BHK Co-Development Agreement", see Note 3). The development costs shall be shared 50/50 between BHK and the Company. Under the term of the agreement, BioLite issued relevant development cost to BHK. As of December 31, 2020 and 2019, due from BHK was $123,583 and $115,946, respectively.

 

(6)On February 27, 2019, the Company has advanced funds to LBG USA for working capital purpose. The advances bear 0% interest rate and are due on demand. As of December 31, 2020 and 2019, the outstanding advance balances were $675.

  

(7)On May 8, 2020, the Company and Lucidaim entered into a Letter of Intent (LOI) in regard to a potential joint venture of BioLite Japan. Based on the LOI, each party will advance an aggregated amount of $150,000 to meet BioLite Japan's working capital needs, which the Company advanced an amount of $150,000 and the advance bear 0% interest rate. As of December 31, 2020 and 2019, the outstanding advance balances was $150,000 and $0, respectively.
  
(8)On October 31, 2020, the Company has advanced an aggregate amount of $1,610 to Keypoint for working capital purpose. Under the terms of the loan agreement, the loan bears interest at 6.5% per annum and the loan will be matured on October 30, 2021. As of December 31, 2020, the outstanding loan balance was $1,610.

 

Due to related parties

 

Amount due to related parties consisted of the following as of the periods indicated:

 

   December 31,   December 31, 
   2020   2019 
LionGene Corporation  $-   $10,275 
BioFirst Corporation   23,647    24,182 
AsiaGene   -    24,017 
YuanGene   9,205    9,205 
The Jiangs   16,627    40,031 
Kimho   -    21,500 
Euro Asia   -    12,000 
Due to shareholders   166,261    284,479 
Due to employee   72,704    - 
Total  $288,445   $425,689 

 

(1)

In November 2018, BioLite Taiwan has borrowed an aggregate amount of NT$13,295,000, equivalent to $430,817 from LionGene for working capital purpose. The advances bear 0% interest rate and are due on demand. On August 1, 2019, the Company entered into a Conversion Agreements to convert the all of remaining balance of $428,099, to 61,157 shares of the Company's common stock at a conversion price of $7.00 per share.

 

On October 15, 2019, LionGene has advanced funds to the Company for working capital purpose in an aggregate amount of NTD $300,000, equivalent to $10,020, The advances bear 1% interest rate per month. As of December 31, 2020 and 2019, the outstanding principal of loans was $0 and $10,020, and accrued interest was $0 and $255, respectively. Interest expenses in connection with these loans were $955 and $255 for the year ended December 31, 2020 and 2019, respectively.

 

(2)

On January 26, 2017, BriVision and BioFirst entered into a loan agreement for a total commitment (non-secured indebtedness) of $950,000 to meet its working capital needs. On February 2, 2019, BriVision and BioFirst agreed to extend the remaining loan balance of $693,000 for one year matured on February 1, 2020. Under the terms of the loan agreement, the loan bears interest at 12% per annum. On August 1, 2019, the Company entered into a Conversion Agreement to convert the remaining balance of $693,000 to 99,000 shares of the Company's common stock at a conversion price of $7.00 per share.

 

Since 2017, BioLite Taiwan and BioFirst entered into several loan agreements for an aggregate amount of NT$19,430,000, equivalent to $625,646, to meet its working capital needs. Under the terms of the loan agreements, the loans bear interest at 12% per annum. The term of the loans has various maturity dates through May 27, 2020. On August 1, 2019, the Company entered into a Conversion Agreement to convert the remaining balance of $625,646 to 89,378 shares of the Company's common stock at a conversion price of $7.00 per share.

 

Since 2017, BioFirst has also advanced funds to the Company for working capital purpose. The advances bear 0% interest rate and are due on demand. On August 1, 2019, the Company entered into a Conversion Agreement to convert the remaining balance of $597,128 to 85,304 shares of the Company's common stock at a conversion price of $7.00 per share.

 

On April 12, 2017, BioLite BVI and BioFirst entered into a loan agreement for NT$30,000,000, equivalent to $987,134 to meet its working capital needs. Under the terms of the loan agreement, the loan bears interest at 1% per month (or equivalent to 12% per annum). BioLite BVI and BioFirst extended the loan with the same interest rate and amount for one year. The loan will be matured on May 11, 2019. On May 12, 2019, the two parties extended the loan with the same interest rate and amount for one year. The loan will be matured on May 11, 2020. On August 1, 2019, the Company entered into a Conversion Agreement to convert the remaining balance of $987,134 to 141,020 shares of the Company's common stock at a conversion price of $7.00 per share.

 

On July 24, 2017, BriVision entered into a collaborative agreement (the "BioFirst Collaborative Agreement") with BioFirst (See Note 3). On September 25, 2017, BioFirst has delivered all research, technical, data and development data to BriVision, and the Company has recorded the full amount of $3,000,000 due to BioFirst. On June 30, 2019, the Company entered into a Stock Purchase Agreement with BioFirst, pursuant to which the Company agreed to issue 428,571 shares of the Company's common stock to BioFirst in consideration for $3,000,000 owed by the Company to BioFirst.

 

Since 2019, BioFirst has also advanced funds to the Company for working capital purpose. The advances bear interest 1% per month (or equivalent to 12% per annum). As of December 31, 2020 and 2019, the aggregate amount of outstanding balance and accrued interest is $23,647 and $24,182, respectively.

 

(3)

In September 2017, AsiaGene entered an investment and equity transfer agreement (the "Investment and Equity Transfer Agreement") with Everfront Biotech Inc. (the "Everfront"), a third party. Pursuant to the Investment and Equity Transfer Agreement, Everfront agreed to purchase 2,000,000 common shares of the Company owned by AsiaGene at $1.60 per share in a total amount of $3,200,000, of which $160,000 is due before September 15, 2017 and the remaining amount of $3,040,000 is due before December 15, 2017. AsiaGene also agreed to loan the proceeds to the Company for working capital purpose. The non-secured loan bears 0% interest rate and is due on demand. On August 1, 2019, the Company entered into a Conversion Agreement to convert the remaining balance of $160,000 to 22,858 shares of the Company's common stock at a conversion price of $7.00 per share.

 

As of December 31, 2020 and 2019, AsiaGene has advanced the Company an aggregate amount of $0 and $24,017, respectively for working capital purpose. This advance bears 0% interest rate and is due on demand.

  

(4)

On January 18, 2018, the Company and YuanGene entered into a loan agreement for a total of $50,000 to meet its working capital needs. Under the terms of the loan agreement, the loan bears interest at 1% per month (or equivalent to 12% per annum) and the Company is required to pay interest monthly to the lender. The maturity date of this loan is January 19, 2019. On January 20, 2019, the two parties extended the loan with the same interest rate and amount for one year. The loan will be matured on January 19, 2020. On August 1, 2019, the Company entered into a Conversion Agreement to convert the remaining balance of $50,000 to 7,143 shares of the Company's common stock at a conversion price of $7.00 per share. 

 

In January 2018, YuanGene Corporation has advanced an aggregate amount of $42,690 to the Company for working capital purpose. The advances bear 0% interest rate and are due on demand. On August 1, 2019, the Company entered into a Conversion Agreement to convert the remaining balance of $42,690 to 6,099 shares of the Company's common stock at a conversion price of $7.00 per share. 

 

As of December 31, 2020 and 2019, YuanGene has advanced the Company an aggregate amount of $9,205 for working capital purpose. This advance bears 0% interest rate and is due on demand.

 

(5)

Since 2018, Mr. Tsung-Shann Jiang, Mr. Chang-Jen Jiang, Ms. Shu-Ling Jiang, and Ms. Mei-Ling Jiang have entered into various loans with the Company for working capital purpose in an aggregate amount of $795,340. These loans bear interest at 12% per annum and are due on demand. On August 1, 2019, the Company entered into a Conversion Agreement to convert the remaining balance of $837,726 to 119,675 shares of the Company's common stock at a conversion price of $7.00 per share.

 

Since 2018, the Jiangs have advanced funds to the Company for working capital purpose in an aggregate amount of $353,050. The advances bear 0% interest rate and are due on demand. On August 4, 2019, the Company entered into a Conversion Agreement to convert the remaining balance of $353,050 to 50,436 shares of the Company's common stock at a conversion price of $7.00 per share.

 

Since 2019, the Jiangs advanced funds to the Company for working capital purpose. As of December 31, 2020 and December 31, 2019, the outstanding balance due to the Jiangs amounted to $16,627 and $40,031, respectively. These loans bear interest rate of 0% to 1% per month, and are due on demand.

 

(6) On July 2, 2019, the Company entered into an agreement with Kimho for consulting service, with such services to begin in September 2019. As of December 31, 2020 and 2019, the outstanding services charge was $0 and $21,500, respectively. 

 

(7) As of December 31, 2020 and 2019, Euro Asia has advanced of $0 and $12,000, respectively, to the Company for working capital purpose. The advances bear 0% interest rate.

 

(8) Since 2018, the Company's shareholders have advanced funds to the Company for working capital purpose. The advances bear interest rate from 12% to 13.6224% per annum. As of December 31, 2020 and 2019, the outstanding principal and accrued interest was $166,261 and $284,479, respectively. Interest expenses in connection with these loans were $21,520 and $14,910 for the year ended December 31, 2020 and 2019, respectively. 

 

(9) During the year Ended December 31, 2020, the Company had advances from one employee for working capital purpose. The outstanding balance due to this employee amounted to $72,704 as of December 31, 2020. This loan bears interest rate of 1.5% per annum, and is due on demand.