Forward-Looking Statements





The following management's discussion and analysis should be read in conjunction
with our historical financial statements and the related notes thereto. The
management's discussion and analysis contain forward-looking statements, such as
statements of our plans, objectives, expectations and intentions. Any statements
that are not statements of historical fact are forward-looking statements. When
used, the words "believe," "plan," "intend," "anticipate," "target," "estimate,"
"expect" and the like, and/or future tense or conditional constructions ("will,"
"may," "could," "should," etc.), or similar expressions, identify certain of
these forward-looking statements. These forward-looking statements are subject
to risks and uncertainties, including those under "Risk Factors" in our Annual
Report filed with the SEC on April 15, 2022, as updated in subsequent filings we
have made with the SEC that could cause actual results or events to differ
materially from those expressed or implied by the forward-looking statements.
Our actual results and the timing of events could differ materially from those
anticipated in these forward-looking statements as a result of several factors.
We do not undertake any obligation to update forward-looking statements to
reflect events or circumstances occurring after the date of this Quarterly

Report.



Basis of Presentation



The following discussion highlights our results of operations and the principal
factors that have affected our financial condition as well as our liquidity and
capital resources for the periods described, and provides information that
management believes is relevant for an assessment and understanding of the
statements of financial condition and results of operations presented herein.
The following discussion and analysis are based on our unaudited financial
statements contained in this Quarterly Report, which we have prepared in
accordance with United States generally accepted accounting principles. You
should read the discussion and analysis together with such financial statements
and the related notes thereto.



Overview



We were originally incorporated under the laws of the state of Nevada in August
1992. On October 9, 2020, we entered into a share exchange agreement (the "Share
Exchange Agreement") with BVI Wetouch and all the shareholders of BVI Wetouch,
to acquire all the issued and outstanding capital stock of BVI Wetouch in
exchange for the issuance to such shareholders an aggregate of 28 million shares
of our common stock (the "Reverse Merger"). The Reverse Merger closed on October
9, 2020. Immediately after the closing of the Reverse Merger, we had a total of
31,396,394 issued and outstanding shares of common stock. As a result of the
Reverse Merger, BVI Wetouch is now our wholly-owned subsidiary.



We are engaged in the research, development, manufacturing, sales and servicing
of medium to large sized projected capacitive touchscreens, which constitutes
our source of revenues through BVI Wetouch, which owns Hong Kong Wetouch, HK
Wetouch, Sichuan Wetouch and Sichuan Vtouch. We are specialized in large-format
touchscreens, which are developed and designed for a wide variety of markets and
used in by the financial terminals, automotive, point of sale (POS), gaming,
lottery, medical, human machine interface (HMI), and other specialized
industries. Our product portfolio comprises medium to large sized projected
capacitive touchscreens ranging from 7.0 inch to 42 inch screens. In terms of
the structures of touch panels, we offer (i) Glass-Glass ("GG"), primarily used
in GPS/car entertainment panels in mid-size and luxury cars, industrial HMI,
financial and banking terminals, POS and lottery machines; (ii) Glass-Film-Film
("GFF"), mostly used in high-end GPS and entertainment panels, industrial HMI,
financial and banking terminals, lottery and gaming industry; (iii)
Plastic-Glass ("PG"), typically adopted by touchscreens in GPS/entertainment
panels motor vehicle GPS, smart home, robots and charging stations; and (iv)
Glass-Film ("GF"), mostly used in industrial HMI. The following discussion and
analysis pertain financial condition and results of operations of our
subsidiaries Hong Kong Wetouch, HK Wetouch, Sichuan Wetouch and Sichuan Vtouch
for the quarter ended September 30, 2022.



5







Effects of COVID-19



The COVID-19 pandemic and resulting global disruptions have affected our
businesses, as well as those of our customers and suppliers. To serve our
customers while also providing for the safety of our employees and service
providers, we have modified numerous aspects of our logistics, transportation,
supply chain, purchasing, and after-sale processes. The Company has taken
proactive measures to promote products to new customers and entering more
regions during the three-month period ended September 30, 2022. The extent of
the impact of COVID-19 on the Company's results of operations and financial
condition will depend on the virus' future developments, including the duration
and spread of the outbreak and the impact on the Company's customers, which are
still uncertain and cannot be reasonably estimated at this point of time.



Highlights for the three-month period ended September 30, 2022 include:

? Revenues were $11.6 million, an increase of 3.6% from $11.2 million in the

third quarter of 2021

? Gross profit was $5.1 million, an increase of 6.3% from $4.8 million in the

third quarter of 2021

? Gross profit margin was 43.6%, compared to 42.9% in the third quarter of 2021

? Net income was $3.3 million, compared to $3.3 million in the third quarter of

2021

? Total volume shipped was 572,241 units, an increase of 7.7% from 531,210 units


    in the third quarter of 2021




Results of Operations



The following table sets forth, for the periods indicated, statements of income
data:



                                      Three-Month                          Nine-Month
(in US Dollar millions,               Period Ended                        Period Ended
except percentage)                   September 30,        Change          September 30,        Change
                                    2022        2021         %          2022        2021          %
Revenues                           $  11.6     $ 11.2         3.6 %    $  35.4     $  37.1        (4.6 )%
Cost of revenues                      (6.6 )     (6.4 )       3.1 %      (20.9 )     (19.3 )       8.3 %
Gross profit                           5.1        4.8         6.3 %       14.4        17.8       (19.1 )%
Total operating expenses              (0.3 )     (0.5 )      (0.4 )%      (2.2 )      (5.2 )     (57.7 )%
Operating income                       4.7        4.3         9.3 %       12.2        12.6        (3.2 )%
Gain on asset disposal                   -          -         0.0 %          -         7.6         0.0 %
Gain (loss) on changes of fair
values of Common Stock Purchase
Warrant                               (0.2 )        -         N/A          0.0           -         N/A
Income before income taxes             4.5        4.4         2.3 %       12.2        21.0       (41.9 )%
Income tax expense                    (1.2 )     (1.1 )       9.1 %       (3.4 )      (4.3 )     (20.9 )%
Net income                         $   3.3     $  3.3         0.0 %    $   8.8     $  16.7       (47.3 )%




6






Results of Operations - Three Months Ended September 30, 2022 Compared to Three Months Ended September 30, 2021





Revenues



We generated revenue of $11.6 million for the three months ended September 30,
2022, an increase of $0.4 million, or 3.6%, compared to $11.2 million in the
same period of last year. This was due to an increase of 7.7% in sales volume,
an increase of 2.2% in the average RMB selling price of our products, offset by
5.9% negative impact from exchange rate due to depreciation of RMB against US
dollars, compared with those of the same period of last year.



                                                 For the Three-Month Period Ended September 30,
                                            2022                        2021             Change       Change
                                    Amount           %           Amount        %         Amount         %
                                                   (in US Dollar millions except percentage)
Revenue from sales to customers
in PRC                             $    8.1           69.8 %     $   7.7       68.8 %   $    0.4          5.2 %
Revenue from sales to customers
overseas                                3.5           30.2 %         3.5       31.2 %        0.0          0.0 %
Total Revenues                     $   11.6            100 %     $  11.2        100 %   $    0.4          3.6 %




                                               For the Three-Month Period Ended September 30,
                                           2022                     2021              Change       Change
                                     Unit          %          Unit          %          Unit          %
                                                        (in UNIT, except 

percentage)


Units sold to customers in PRC       390,542       68.2 %     356,600       67.1 %     33,942          9.5 %
Units sold to customers overseas     181,699       31.8 %     174,610      

32.1 %      7,089          4.1 %
Total Units Sold                     572,241        100 %     531,210        100 %     41,031          7.7 %




(i) Domestic market




For the three months ended September 30, 2022, revenue from domestic market
increased by $0.4 million or 5.2% as a combined result of: 1) an increase of
9.5% in sales volume, an increase of 2.1% in the average RMB selling price of
our products, offset by 5.9% negative impact from exchange rate due to
depreciation of RMB against US dollars, compared with those of the same period
of last year.



As for the RMB selling price, the increase of 2.1% was mainly due to the
increased sales of new models of higher-end products such as touch screens used
in gaming machine with higher selling price in the domestic market during the
three-month period ended September 30, 2022.



The weakening in macroeconomic conditions since the outbreak of COVID-19
pandemic continued to exacerbate the touch screen business environment. Since
April 2022, the Chinese government has imposed strict zero tolerance virus
policies and the Company's business has been negatively impacted and has
continued to generate lower revenues. Due to our proactive efforts to market new
models such as POS and medical touchscreens coupled with penetration into new
regions and new customer acquisitions, our sales increased by 14.8% in Eastern
China, 12.3% in Southwest China, and 0.5% in Southern China during the
three-month period ended September 30, 2022.



(ii) Overseas market



For the three-month period ended September 30, 2022, revenues from the overseas
market remained stable at $3.5 million as compared to the same period of 2021,
with an increase of 4.1% in sales volume and an increase of 1.9% in average
selling price, compared with those of the same period of last year.



7







The following table summarizes the breakdown of revenues by categories in US
dollars:



                                                                       Revenues
                                                    For the Three -Month

Period Ended September 30,


                                             2022                         2021                 Change        Change
                                      Amount           %           Amount           %          Amount       Margin%
                                                          (in US Dollars, except percentage)
Product categories by end
applications
Automotive Touchscreens            $  2,841,960        24.5 %   $  2,819,828        25.3 %   $   22,131          0.8 %
Industrial Control Computer
Touchscreens                          2,609,467        22.5 %      2,237,229        20.0 %      372,238         16.6 %
POS Touchscreens                      1,989,250        17.1 %      1,576,455        17.3 %      412,795         26.2 %
Gaming Touchscreens                   1,578,004        13.5 %      1,935,984        14.1 %     (357,980 )      (18.5 )%
Medical Touchscreens                  1,579,007        13.6 %      1,556,448        13.9 %       22,560          1.4 %
Multi-Functional Printer
Touchscreens                          1,024,278         8.8 %      1,023,167         9.2 %        1,111          0.1 %
Others*                                   1,052         0.0 %         16,869         0.2 %      (15,817 )      (93.8 )%
Total Revenues                     $ 11,623,018       100.0 %   $ 11,165,980       100.0 %   $  457,038          3.6 %



*Others include applications in self-service kiosks, ticket vending machine and financial terminals.





The Company continued to shift production mix from traditional lower-end
products to high-end touchscreens used in control computer industries, POS
touchscreens, automotive and medical touchscreens, primarily due to (i) greater
growth potential of computer screen models in China, and (ii) the stronger
demand and better quality demand from consumers' recognition of higher-end touch
screens made with better raw materials.



Gross Profit and Gross Profit Margin





                                     Three-Month Period Ended
                                           September 30,                   Change
(in millions, except percentage)      2022              2021          Amount        %
Gross Profit                       $       5.1       $       4.8     $    0.3       6.3 %
Gross Profit Margin                       43.6 %            42.9 %                  0.7 %




Gross profit was $5.1 million in the third quarter ended September 30, 2022,
compared to $4.8 million in the same period of 2021. Our gross profit margin
increased to 43.6% for the third quarter ended September 30, 2022 as compared to
42.9% for the same period of 2021, primarily due to the increase of 7.7% in
sales volume and of 2.2% in the average RMB selling price of our products, due
to our product shift to higher gross profit margin products such as POS
touchscreens, industrial control computer touchscreens and medical touchscreens,
partially offset by the increased raw materials and higher cost of goods sold.



Selling Expenses



                                          Three-Month Period Ended
                                                September 30,                        Change

(in millions,, except percentage)         2022                 2021        

  Amount           %
Selling Expenses                      $        0.2         $        0.1     $      0.1         100.0 %
as a percentage of revenues                    1.7 %                0.9 %                        0.8 %




Selling expenses were $0.2 million for the three-month period ended September
30, 2022 compared to $0.1 million in the same period in 2021, primarily due to
the increase of marketing expenses as the Company took promotional efforts to
market new models such as POS touchscreens and obtain new customers and
penetrate into new regions in order to reduce the negative impact of COVID

19.



8






General and Administrative Expenses





                                          Three-Month Period Ended
                                                September 30,                        Change

(in millions, except percentage)          2022                 2021           Amount           %
General and Administrative Expenses   $        0.1         $        0.3     $     (0.2 )       (66.7 )%
as a percentage of revenues                    0.8 %                2.7 %                       (1.9 )%






General and administrative (G&A) expenses were $0.1 million for the quarter
ended September 30, 2022, compared to $0.3 million in the same period in 2021,
representing a decrease of 66.7%, or $0.2 million. The decrease was primarily
due to the decrease of $0.4 million loss of input VAT credits during the third
quarter of 2021, due to Sichuan Wetouch ceasing operation and relocation to
comply with local PRC government guidelines on local environment issues and the
national overall plan (see Note 5 to our Condensed Consolidated Financial
Statements (unaudited)), and offset by an increase of $0.2 million of
professional fees during the third quarter ended September 30, 2022.



Research and Development Expenses





                                        Three-Month Period Ended
                                              September 30,                    Change
(in US dollars, except percentage)       2022               2021          Amount        %
Research and Development Expenses    $     20,737       $     22,267     $

(1,530 )     (6.8 )%
as a percentage of revenues                   0.0 %              0.0 %                   0.0 %



Research and development (R&D) expenses were $20,737 for the quarter ended September 30, 2022 compared to $22,267 in the same period in 2021, representing an increase of $735 of material consumption.





Operating Income



Total operating income was $4.7 million for the third quarter ended September
30, 2022 as compared to $4.3 million for the same period of last year, due to
higher gross profit and lower operating expenses.



Loss on changes in fair value of Common Stock Purchase Warrants





                                       Three-Month Period Ended September 30,               Change
(in US$ millions, except
percentage)                               2022                      2021             Amount           %
Loss on changes in fair value of
Common Stock Purchase Warrants        $        (0.2 )         $           

0.0     $     (0.2 )         N/A
as a percentage of revenues                     1.7 %                      0.0 %                        1.7 %




Loss on changes in fair value of common stock purchase warrants was $0.2 million
for the three-month period ended September 30, 2022, as compared to nil in the
same period of 2021 (See Note 9 (b)).



9







Income Taxes



                                     Three-Month Period Ended
                                           September 30,                  Change

(in millions, except percentage)      2022              2021         Amount

       %
Income before Income Taxes         $       4.5       $       4.4     $   0.1       2.3 %
Income Tax (Expense)                      (1.2 )            (1.1 )      (0.1 )     9.1 %
Effective income tax rate                 27.3 %            25.0 %                 2.3 %




The effective income tax rates for the three-month periods ended September 30,
2022 and 2021 were 27.3% and 25.0%, respectively. The increase of the effective
income tax rate was partially due to the increase of taxable income for the
third quarter of 2022, as compared to that of the same period of the prior

year.



Net Income


Our net income remained at $3.3 million in the third quarter of 2022 and 2021.

Results of Operations - Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021





Revenues



We generated revenue of $35.4 million for the nine-month period ended September
30, 2022, a decrease of $1.7 million, or 4.6%, compared to $37.1 million in the
same period of last year. This was primarily due to a decrease of 2.5% in sales
volume, and a decrease of 0.6% in the average RMB selling price of our products
and 2.1% negative impact from exchange rate due to depreciation of RMB against
US dollars, compared with those of the same period of last year.



                                              For the Nine -Month Period Ended September 30,
                                            2022                     2021            Change      Change
                                    Amount           %        Amount        %        Amount         %
                                                 (in US Dollar millions except percentage)
Revenue from sales to customers
in PRC                             $   24.5          69.2 %   $  24.6       66.3 %   $  (0.1 )      (0.4 )%
Revenue from sales to customers
overseas                               10.9          30.8 %      12.5       33.7 %      (1.6 )     (12.8 )%
Total Revenues                     $   35.4           100 %   $  37.1        100 %   $  (1.7 )      (4.6 )%




10







                                                  For the Nine-Month Period Ended September 30,
                                            2022                       2021               Change       Change
                                      Unit           %           Unit           %          Unit           %
                                                          (in UNIT, except percentage)

Units sold to customers in PRC 1,129,764 66.5 % 1,109,985

     66.1 %      19,779         1.8 %
Units sold to customers overseas       569,144       33.5 %       632,569  

    33.9 %     (63,425 )     (10.0 )%
Total Units Sold                     1,698,908        100 %     1,742,554        100 %     (43,646 )      (2.5 )%




(i) Domestic market




For the nine-month period ended September 30, 2022, revenue from the domestic
market decreased by $0.1 million or 0.4% as a combined result of: (i) an
increase of 1.8% in sales volume, partially offset by (ii) a decrease of 0.6% in
the average RMB selling price of our products, and 2.1% negative impact from
exchange rate due to depreciation of RMB against US dollars, compared with those
of the same period of last year.



As for the RMB selling price, the decrease of 0.6% was mainly due to the Company's marketing strategy to offer price discount to penetrate into new markets during the nine-month period ended September 30, 2022.





The weakening in macroeconomic conditions since the outbreak of COVID-19
pandemic continued to exacerbate the touch screen business environment. Since
April 2022, the Chinese government has imposed strict zero tolerance virus
policies and the Company's business has been negatively impacted and has
continued to generate lower revenues during the nine months ended September 30,
2022. Although the Company has taken proactive efforts to market new models such
as POS touchscreens and obtain new customers and penetrate into new regions with
a sales increase of 5.3% in Eastern China and 3.7% in Southwest China, the
Company suffered a decrease of 19.4% in Southern China due to the government
lockdown in this region during the nine-month period ended September 30, 2022.



(ii) Overseas market



For the nine-month period ended September 30, 2022, revenues from the overseas
market were $10.9 million as compared to $12.5 million of the same period of
2021, decreasing by $1.6 million or 12.8%, mainly due to a decrease of 10.0% in
sales volume and a decrease of 2.3% in average selling price of our products,
compared with those of the same period of last year.



11







The following table summarizes the breakdown of revenues by categories in US
dollars:



                                                                        Revenues
                                                      For the Nine-Month Period Ended September 30,
                                             2022                         2021                  Change         Change
                                      Amount           %           Amount           %           Amount        Margin%
                                                           (in US Dollars, except percentage)
Product categories by end
applications
Automotive Touchscreens            $  8,759,635        24.8 %   $ 10,574,802        28.5 %   $ (1,815,167 )      (17.2 )%
Industrial Control Computer
Touchscreens                          7,251,728        20.5 %      7,060,893        19.0 %        190,835          2.7 %
POS Touchscreens                      5,963,500        16.9 %      5,580,657        14.8 %        382,843          7.0 %
Gaming Touchscreens                   5,144,703        14.5 %      5,469,102        15.0 %       (324,399 )       (5.9 )%
Medical Touchscreens                  4,627,854        13.1 %      4,960,325        13.4 %       (332,471 )       (6.7 )%
Multi-Functional Printer
Touchscreens                          3,618,124        10.2 %      3,356,615         9.0 %        261,509          7.8 %
Others*                                   4,955         0.0 %        111,776         0.3 %       (106,821 )      (95.6 )%
Total Revenues                     $ 35,370,499       100.0 %   $ 37,114,170       100.0 %   $ (1,743,671 )       (4.6 )%



*Others include applications in self-service kiosks, ticket vending machine and financial terminals.





The Company continued to shift production mix from traditional lower-end
products such as touchscreens used in automotive to high-end products such as
touchscreens used in POS touchscreens and multi-functional printer touchscreens,
primarily due to (i) greater growth potential of computer screen models in
China, and (ii) the stronger demand and better quality demand from consumers'
recognition of higher-end touchscreens made with better raw materials.



Gross Profit and Gross Profit Margin





                                      Nine-Month Period Ended
                                           September 30,                   Change

(in millions, except percentage)      2022              2021         Amount

        %
Gross Profit                       $      14.4       $      17.8     $  (3.4 )     (19.1 )%
Gross Profit Margin                       40.8 %            48.2 %                  (7.4 )%




Gross profit was $14.4 million during the nine-month period ended September 30,
2022, compared to $17.8 million in the same period of 2021. Our gross profit
margin decreased to 40.8% for the nine-month period ended September 30, 2022 as
compared to 48.2% for the same period of 2021, primarily due to the decrease of
sales by 4.6%, and the increase of 11.8% in cost of materials such as the chip
cost, and 14.8% of overhead cost such as facility rent and electricity,
partially offset by the decrease of labor cost by 19.1% due to the reduced
production volume for the nine-month period ended September 30, 2022.



Selling Expenses



                                       Nine-Month Period Ended
                                            September 30,                     Change
(in millions, except percentage)      2022                2021          Amount         %
Selling Expenses                   $       1.2         $       0.3     $    0.9       300.0 %
as a percentage of revenues                3.4 %               0.8 %                    2.6 %




Selling expenses were $1.2 million for the nine-month period ended September 30,
2022 compared to $0.3 million in the same period in 2021, primarily due to the
increase of marketing expenses of $1.0 million as the Company took promotional
efforts to market new models such as POS touchscreens and obtain new customers
and penetrate into new regions in order to reduce the negative impact of COVID
19.



12






General and Administrative Expenses





                                           Nine-Month Period Ended
                                                September 30,                        Change

(in millions, except percentage)          2022                 2021           Amount           %
General and Administrative Expenses   $        0.9         $        1.6     $     (0.7 )       (43.7 )%
as a percentage of revenues                    2.5 %                4.3 %                       (1.8 )%




General and administrative (G&A) expenses were $0.9 million for the nine-month
period ended September 30, 2022, compared to $1.6 million in the same period in
2021, representing a decrease of 43.7%, or $0.7 million. The decrease was
primarily due to i) $0.4 million loss of VAT input credits due to Sichuan
Wetouch ceasing operation and relocation to comply with local PRC government
guidelines on local environmental issues and the national overall plan, ii) $0.1
million accelerated amortization expense due to Sichuan Wetouch ceasing
operation and relocation to comply with local PRC government guidelines on local
environmental issues and the national overall plan during the nine-month period
ended September 30, 2021 (See Note 5), partially offset by iii) the increase of
$0.3 million in miscellaneous expenses.



Research and Development Expenses





                                       Nine-Month Period Ended
                                            September 30,                   Change
(in US dollars, except percentage)       2022             2021         Amount        %
Research and Development Expenses    $     65,307       $  67,035     $ (1,728 )     (2.6 )%
as a percentage of revenues                   0.0 %           0.0 %                   0.0 %



Research and development (R&D) expenses were $65,307 for the nine-month period ended September 30, 2022 compared to $67,035 in the same period in 2021.





Share-based Compensation



                                       Nine-Month Period Ended
                                            September 30,                    Change
(in millions, except percentage)      2022                2021         Amount        %
Share-based compensation           $       0.0         $       3.1     $  (3.1 )     (0.0 )%
as a percentage of revenues                0.0 %               8.4 %                 (8.4 )%




Share-based compensation were nil and $3.1 million for the nine-month period
ended September 30, 2022 and 2021, respectively. On January 1, 2021, the Board
of Directors of the Company authorized the issuance of an aggregate of 310,830
shares and 631,080 warrants to a consultant for advisory services that had been
rendered. The Company recognized relevant share-based compensation expense of
$1,041,281 for the vested shares and $2,107,825 for the warrants during the
nine-month period ended September 30, 2021.



Operating Income


Total operating income was $12.2 million for the nine-month period ended September 30, 2022 as compared to $12.6 million of the same period of last year due to lower gross profit offset by the lower G&A expenses and share-based compensation expenses.





13







Gain on Asset Disposal



                                     Nine-Month Period Ended
                                          September 30,                   Change

(in millions, except percentage)      2022               2021       Amount 

       %
Gain on asset disposal             $       0.0         $    7.6     $  (7.6 )      (0.0 )%
as a percentage of revenues                0.0 %           20.5 %                 (20.5 )%




Gain on asset disposal was nil for the nine-month period ended September 30,
2022 compared to $7.6 million in the same period in 2021. Pursuant to local PRC
government guidelines on local environmental issues and the national overall
plan, Sichuan Wetouch was under the government directed relocation order to
relocate no later than December 31, 2021 and received compensation accordingly.
On March 18, 2021, pursuant to the agreement with the local government and an
appraisal report issued by a mutual agreed appraiser, Sichuan Wetouch received a
compensation of RMB115.2 million ($17.9 million) ("Compensation Funds") for the
withdrawal of the right to use of state-owned land and the demolition of all
buildings, facilities, equipment and all other appurtenances on the land. During
the nine-month period ended September 30, 2021, the Company recorded a gain of
$7,625,279 for the asset disposal.



Gain on changes in fair value of Common Stock Purchase Warrants





                                      Nine-Month Period Ended September
                                                     30,                             Change

(in US dollars, except percentage)        2022                 2021           Amount           %
Gain on changes in fair value of
Common Stock Purchase Warrants        $     35,542         $         0.0   
$  35,542           N/A
as a percentage of revenues                    0.0 %                 0.0 %                       0.8 %




Gain on changes in fair value of common stock purchase warrants was $35,542 for
the nine-month period ended September 30, 2022, as compared to nil in the same
period of 2021 (See Note 9 (b)).



14







Income Taxes



                                      Nine-Month Period Ended
                                           September 30,                   Change

(in millions, except percentage)      2022              2021         Amount

        %
Income before Income Taxes         $      12.2       $      21.0     $  (8.8 )     (41.9 )%
Income Tax (Expense)                      (3.4 )            (4.3 )      (0.9 )     (20.9 )%
Effective income tax rate                 27.9 %            20.6 %                   7.3 %




The effective income tax rates for the nine-month periods ended September 30,
2022 and 2021 were 27.9% and 20.6%, respectively. The effective income tax rate
increased during the nine-month period ended September 30, 2022, primarily due
to Sichuan Wetouch's preferential income tax rate for the same period of the
last year.



Our PRC subsidiary Sichuan Vtouch had $45.5 million of cash and cash equivalents
of September 30, 2022, which are planned to be indefinitely reinvested in PRC.
The distributions from our PRC subsidiary are subject to the U.S. federal income
tax at 21%, less any applicable foreign tax credits. Due to our policy of
indefinitely reinvesting our earnings in our PRC business, we have not provided
for deferred income tax liabilities related to PRC withholding income tax on
undistributed earnings of our PRC subsidiaries.



Net Income



As a result of the above factors, we had a net income of $8.8 million in the
nine-month period ended September 30, 2022 compared to a net income of $16.7
million in the same period of 2021.



Liquidity and Capital Resources

Historically, our primary uses of cash have been to finance working capital needs. We expect that we will be able to meet our needs to fund operations, capital expenditures and other commitments in the next 12 months primarily with our cash and cash equivalents, operating cash flows and bank borrowings.





We may, however, require additional cash resources due to changes in business
conditions or other future developments. If these sources are insufficient to
satisfy our cash requirements, we may seek to sell additional equity or debt
securities or obtain a credit facility. The sale of additional equity or
equity-linked securities could result in additional dilution to stockholders.
The incurrence of indebtedness would result in increased debt service
obligations and could result in operating and financial covenants that would
restrict operations. Financing may not be available in amounts or on terms
acceptable to us, or at all.



As of September 30, 2022, we had current assets of $61.4 million, consisting of
$45.5 million in cash, $14.3 million in accounts receivable, $0.4 million in
inventories, and $1.2 million in prepaid expenses other current assets. Our
current liabilities as of September 30, 2022, were $5.4 million, which is
comprised of $1.2 million in income tax payable, $1.4 million in accounts
payable, $0.8million in accrued expenses and other current liabilities and $1.9
million convertible promissory notes payable.



15







The following is a summary of our cash flows provided by (used in) operating,
investing, and financing activities for the nine- month period ended September
30, 2022 and 2021:



                                                          Nine-Month Period Ended
                                                               September 30,
(in US Dollar millions)                                 2022                  2021

Net cash provided by operating activities          $           4.8       $ 

13.0


Net cash provided by investing activities                        -         

17.6


Net cash used in financing activities                            -                     -
Effect of foreign currency exchange rate changes
on cash and cash equivalents                                  (5.4 )                (0.5 )
Net increase (decrease) in cash and cash
equivalents                                                   (0.6 )       

30.1


Cash and cash equivalents at the beginning of
period                                                        46.1         

24.0

Cash and cash equivalents at the end of period $ 45.5 $


        54.1




Operating Activities



Net cash provided by operating activities was $4.8 million for the nine months
ended September 30, 2022, as compared to $13.0 million provided by operating
activities for the same period of the last year, primarily due to (i) the
decrease of $7.9 million net income for the nine months ended September 30, 2022
as compared to the same period of 2021, (ii) the decrease of $3.1 million of
share-based compensation during the nine-month period ended September 30, 2021,
(iii) the increase of $9.0 million account receivable due to slower collection
from the impact of the COVID-19 pandemic and Sichuan Wetouch settling customer
receivables for the nine-month period ended September 30, 2021, iv) the decrease
of 0.7 million of deferred income due to Sichuan Wetouch's write-off of the
government grant in the operating ceasing process for the nine-month period
ended September 30, 2021, offset by (v) the increase of $1.9 million prepaid
expenses, (vi) the decrease of $7.6 million gain on asset disposal for the
nine-month period ended September 30, 2021, and (vii) the increase of $0.8
million accounts payable due to the longer payment period.



Investing Activities



There were $17.8 million in proceeds from asset disposal for Sichuan Wetouch,
and $0.2 million in purchase of property, plant and equipment for the nine month
period ended September 30, 2021. See Note 5 in the interim financial
information.



Financing Activities


There were nil financing activities for the nine-month period ended September 30, 2022 and 2021.

As of September 30, 2022, our cash and cash equivalents were $45.5 million, as compared to $46.2 million at December 31, 2021.

Days Sales Outstanding ("DSO") was at 85 days for the nine-month period ended September 30, 2022 compared to 88 days for the year ended December 31, 2021.

The following table provides an analysis of the aging of accounts receivable as of September 30, 2022 and December 31, 2021:





                                 September 30,       December 31,
                                     2022                2021
-Current                        $     5,290,212     $    1,403,187
-1-3 months past due                  7,589,897          2,827,048
-4-6 months past due                  1,398,333          3,742,732
7-12 months past due                      3,480             18,070
-greater than 1 year past due                 -                  -
Total accounts receivable       $    14,281,922     $    7,991,037




The majority of the Company's revenues and expenses were denominated primarily
in Renminbi ("RMB"), the currency of the People's Republic of China. There is no
assurance that exchange rates between the RMB and the U.S. Dollar will remain
stable. Inflation has not had a material impact on the Company's business.

Based on past performance and current expectations, we believe our cash and cash equivalents provided by operating activities and financing activities will satisfy our working capital needs, capital expenditures and other liquidity requirements associated with our operations for at least the next 12 months.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

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