XML 35 R18.htm IDEA: XBRL DOCUMENT v3.22.1

Related Parties Transactions

3 Months Ended

12 Months Ended

Mar. 31, 2022

Dec. 31, 2021

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
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
ABVC BioPharma (HK), Limited		An entity 100% owned by Mr. Tsung-Shann Jiang

Accounts receivable - related parties

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

		March 31,				December 31,
		2022				2021
GenePharm Inc.		$	142,225			$	142,225
Rgene			2,374				2,374
Amkey			800				800
Total		$	145,399			$	145,399

Due from related parties

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

		March 31,				December 31,
		2022				2021
Rgene		$	48,586			$	49,110
BioFirst			1,563,233				468,435
BioFirst (Australia)			830,118				491,816
BioHopeKing Corporation			121,153				124,972
LBG USA			675				675
BioLite Japan			150,000				150,000
Keypoint			1,610				1,610
Total		$	2,715,375			$	1,286,618

(1) As of March 31, 2022, and December 31, 2021, the Company has advanced an aggregate amount of $48,586 and $49,110 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). As of March 31, 2022, and December 31, 2021, the outstanding loan balance was $32,541 and $33,520; and accrued interest was $14,214 and $13,701, respectively. On January 1, 2021, BioLite Taiwan entered into a consultant services agreement with Rgene, of which the amount due from Rgene was $1,831 and $1,889 as of March 31, 2022 and December 31, 2021, respectively.  

(2) In 2021, the Company and BioFirst entered into several loan agreements for a total amount of $465,000 to meet its working capital needs. All the loans period was twelve months and all with an interest rate of 6.5% per annum. In 2022, the Company and BioFirst entered into several loan agreements for a total amount of $1,068,000 to meet its working capital needs. All the loans period was twelve months and with an interest rate of 6.5% per annum. As of March 31, 2022, and December 31, 2021, the outstanding loan balance was $1,533,000 and $465,000; and accrued interest was $30,233 and $3,435, respectively.

(3)

On July 1, 2020, the Company entered into a loan agreement with BioFirst (Australia) for $361,487 to properly record R&D cost and tax refund allocation based on co-development contract executed on July 24, 2017. The loan was originally set to be mature on September 30, 2021 with an interest rate of 6.5% per annum, but on September 7, 2021, the Company entered into a loan agreement with BioFirst (Australia) for $67,873 to meet its new project needs.   On December 1, 2021, the Company entered into a loan agreement with BioFirst (Australia) for $250,000 to increase the cost for upcoming projects. The loan will be matured on November 30, 2022 with an interest rate of 6.5% per annum. In January 2022, the Company entered into several loan agreements with BioFirst (Australia) for a total amount of $327,000 to increase the cost for upcoming projects. All the loans period was twelve months with an interest rate of 6.5% per annum. As of March 31, 2022 and December 31, 2021, the aggregate amount of outstanding loan and accrued interest was $830,118 and $491,816, respectively.

(4)

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 March 31, 2022 and December 31, 2021, due from BHK was $121,153 and $124,972, respectively.

(5) 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 March 31, 2022 and December 31, 2021, the outstanding advance balances was $675 and $675, respectively.

(6) 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 March 31, 2022 and December 31, 2021, the outstanding advance balances was $150,000 and $150,000, respectively.

(7) 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 March 31, 2022 and December 31, 2021, the outstanding loan balance was $1,610 and $1,610, respectively.

Due to related parties

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

		March 31,				December 31,
		2022				2021
BioFirst Corporation		$	40,878			$	40,878
BioFirst (Australia)			190,913				132,443
AsiaGene			24,017				24,017
YuanGene			9,205				9,205
The Jiangs			18,750				18,750
Due to shareholders			162,634				168,131
Total		$	446,397			$	393,424

(1) Since 2019, BioFirst has advanced funds to the Company for working capital purpose. The advances bear interest 1% per month (or equivalent to 12% per annum). As of March 31, 2022 and December 31, 2021, the aggregate amount of outstanding balance and accrued interest is $40,878.

(2) As of March 31, 2022, and December 31, 2021, BioFirst (Australia) has advanced the Company an aggregate amount of $190,913 and $132,443, respectively for new project purpose.

(3) As of March 31, 2022, and December 31, 2021, AsiaGene has advanced the Company an aggregate amount of $24,017 for working capital purpose. This advance bears 0% interest rate and is due on demand.

(4) As of March 31, 2022, and December 31, 2021, 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 2019, the Jiangs advanced funds to the Company for working capital purpose. As of March 31, 2022, and December 31, 2021, the outstanding balance due to the Jiangs amounted to $18,750. These loans bear interest rate of 0% to 1% per month, and are due on demand.

(6) Since 2018, the Company’s shareholders have advanced funds to the Company for working capital purpose. The advances bear interest rate of 12% per annum. As of March 31, 2022 and December 31, 2021, the outstanding principal and accrued interest was $162,634 and $168,131, respectively. Interest expenses in connection with these loans were $5,312 and $5,298 for the three months ended March 31, 2022 and 2021, respectively.

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, 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,
		2021				2020
GenePharm Inc.		$	142,225			$	142,225
Rgene			2,374				-
Amkey			800				1,210
Total		$	145,399			$	143,435

Due from related parties

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

		December 31,				December 31,
		2021				2020
Rgene		$	49,110			$	42,911
AsiaGene			-				4,241
BioFirst			468,435				-
BioFirst (Australia)			491,816				373,235
BioHopeKing Corporation			124,972				123,583
LBG USA			675				675
BioLite Japan			150,000				150,000
Keypoint			1,610				1,610
Total		$	1,286,618			$	696,255

(1) As of December 31, 2021 and 2020, due from Rgene amounted to $49,110 and $42,911,respectively. Under the terms of the loan agreement, the loan bears interest at 1% per month (or equivalent to 12% per annum) and the maturity date was December 31, 2020. As of December 31, 2021, and December 31, 2020, the outstanding loan balance was $33,520 and $31,684; and accrued interest was $13,701 and $11,227, respectively. On January 1, 2021, BioLite Taiwan entered into a consultant services agreement with Rgene, of which the amount due from Rgene was $1,889 for the year ended December 31, 2021.

(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 maturity date was December 31, 2020. The loan has been repaid in full during the year of 2021. As of December 31, 2021 and 2020, the outstanding loan balance was $0 and $3,560, and accrued interest was $0 and $681, respectively.

(3)

On November 2, 2021, November 12, 2021 and December 20, 2021, the Company and BioFirst entered into loan agreements for a total amount of $45,000, $140,000, and $280,000, respectively, to meet its working capital needs. The loan will be matured on November 1, 2022, November 11, 2022, and December 19, 2022, respectively, all with an interest rate of 6.5% per annum. As of December 31, 2021, and December 31, 2020, the outstanding loan balance was $465,000 and $0; and accrued interest was $3,435 and $0, respectively.

(4)

On July 1, 2020, the Company entered into a loan agreement with BioFirst (Australia) for $361,487 to properly record R&D cost and tax refund allocation based on co-development contract executed on July 24, 2017. The loan was originally set to be mature on September 30, 2021 with an interest rate of 6.5% per annum, but on September 7, 2021, the Company entered into a loan agreement with BioFirst (Australia) for $67,873 to meet its new project needs. On December 1, 2021, the Company entered into a loan agreement with BioFirst (Australia) for $250,000 to increase the cost for upcoming projects. The loan will be matured on November 30, 2022 with an interest rate of 6.5% per annum. As of December 31, 2021 and 2020, the aggregate amount of outstanding loan and accrued interest was $491,816 and $373,235, 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, 2021 and 2020, due from BHK was $124,972 and $123,583, 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, 2021 and 2020, the outstanding advance balances was $675 and $675, respectively.

(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, 2021 and 2020, the outstanding advance balances was $150,000 and $150,000, 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, 2021 and 2020, the outstanding loan balance was $1,610 and $1,610, respectively.

Due to related parties

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

		December 31,				December 31,
		2021				2020
BioFirst Corporation		$	40,878			$	23,647
BioFirst (Australia)			132,443				-
AsiaGene			24,017				-
YuanGene			9,205				9,205
The Jiangs			18,750				16,627
Due to shareholders			168,131				166,261
Due to employee			-				72,705
Total		$	393,424			$	288,445

(1) Since 2019, BioFirst has 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, 2021 and 2020, the aggregate amount of outstanding balance and accrued interest is $40,878 and $23,647, respectively.

(2) As of December 31, 2021 and 2020, BioFirst (Australia) has advanced the Company an aggregate amount of $132,443 and $0, respectively for new project purpose.

(3) As of December 31, 2021 and 2020, AsiaGene has advanced the Company an aggregate amount of $24,017 and $0, respectively for working capital purpose. This advance bears 0% interest rate and is due on demand.

(4) As of December 31, 2021 and 2020, 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 2019, the Jiangs advanced funds to the Company for working capital purpose. As of December 31, 2021 and 2020, the outstanding balance due to the Jiangs amounted to $18,750 and $16,627, respectively. These loans bear interest rate of 0% to 1% per month, and are due on demand.

(6) 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, 2021 and 2020, the outstanding principal and accrued interest was $168,131 and $166,261, respectively. Interest expenses in connection with these loans were $22,779 and $21,520 for the year ended December 31, 2021 and 2020, respectively.

(7) Commencing January, 2020, the Company had advances from one employee for working capital purpose. The outstanding balance including accrued interest due to this employee amounted to $0 and $72,705 as of December 31, 2021 and 2020, respectively. This loan bears interest rate of 1.5% per annum, and the loan with interest has been repaid in full during the year ended December 31, 2021.

X

- References

No definition available.

+ Details

Name:	us-gaap_RelatedPartyTransactionsAbstract
Namespace Prefix:	us-gaap_
Data Type:	xbrli:stringItemType
Balance Type:	na
Period Type:	duration

X

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-URI https://asc.fasb.org/topic&trid=2122745

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864

+ Details

Name:	us-gaap_RelatedPartyTransactionsDisclosureTextBlock
Namespace Prefix:	us-gaap_
Data Type:	dtr-types:textBlockItemType
Balance Type:	na
Period Type:	duration