The following management's discussion and analysis should be read in conjunction
with our unaudited condensed consolidated financial statements and the notes
thereto and the other financial information appearing elsewhere in this item. In
addition to historical information, the following discussion contains certain
forward-looking statements within the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. These statements relate to our future
plans, objectives, expectations and intentions. These statements may be
identified by the use of words such as "may," "will," "could," "expect,"
"anticipate," "intend," "believe," "estimate," "plan," "predict," and similar
terms or terminology, or the negative of such terms or other comparable
terminology. Although we believe the expectations expressed in these
forward-looking statements are based on reasonable assumptions within the bound
of our knowledge of our business, our actual results could differ materially
from those discussed in these statements. Factors that could contribute to such
differences include, but are not limited to, those discussed in the "Risk
Factors" section of our annual report on Form 10-K for the year ended March 31,
2020 and filed with the SEC on July 10, 2020 (the "Annual Report for FY2020").
We undertake no obligation to update publicly any forward-looking statements for
any reason even if new information becomes available or other events occur

in
the future.



Our financial statements are prepared in U.S. Dollars and in accordance with
accounting principles generally accepted in the United States. See "Exchange
Rates" below for information concerning the exchanges rates at which Renminbi
("RMB") were translated into U.S. Dollars ("USD" or "$") at various pertinent
dates and for pertinent periods.



Overview



We currently operate in four business segments in China: (1) retail drugstores,
(2) online pharmacy, (3) wholesale of products similar to those that we carry in
our pharmacies, and (4) farming and selling herbs used for traditional Chinese
medicine ("TCM").



Our drugstores offer customers a wide variety of pharmaceutical products,
including prescription and over-the-counter ("OTC") drugs, nutritional
supplements, TCM, personal and family care products, medical devices, and
convenience products, including consumable, seasonal, and promotional items.
Additionally, we have licensed doctors of both western medicine and TCM on site
for consultation, examination and treatment of common ailments at scheduled
hours. As of September 30, 2020, we had 115 pharmacies in Hangzhou city and its
adjacent town Lin'an under the store brand of "Jiuzhou Grand Pharmacy" and 4
independent pharmacies controlled by Jiuzhou Pharmacy. During the six months
ended September 30, 2020, we dissolved three pharmacies.



Since May 2010, we have also been selling certain OTC drugs, medical devices,
nutritional supplements and other sundry products online. Our online pharmacy
sells through several third-party platforms such as Alibaba's Tmall, JD.com,
Amazon.com and the Company's own platform all over China. Our sales through our
own platform are primarily generated by customers who use their private
commercial medical insurances packages.



We operate a wholesale business through Jiuxin Medicine distributing third-party
pharmaceutical products (similar to those carried by our pharmacies) primarily
to trading companies throughout China. We also planted gingkgo trees but have
not incurred sales in the three months ended September 30, 2020.



Amidst the COVID-19 outbreak, we experienced a decline in the number of customer
visits. To avoid face-to-face contact, customers tend to shop online. In order
to keep pace with customers' change in their ways of shopping, we strengthened
our O2O service team, which takes orderts online, i.e. via mobile phone app, and
delivers products to local community from our stores. The spread of the disease
has been effectively controlled in China in the past few months. The number of
the new infected daily has become limited. People tend to work and live as
usual. As a result, we believe the negative impacts on our operations are
temporary. However, the extent to which the COVID-19 impacts our operations will
depend on its future developments, which are highly uncertain and cannot be
predicted with confidence, including the duration of the outbreak, new
information which may emerge concerning the severity of the coronavirus and the
actions to contain the coronavirus or minimize its harm, among others.



                                       32




Critical Accounting Policies and Estimates





In preparing our audited consolidated financial statements in accordance with
accounting principles generally accepted in the United States of America, we are
required to make judgments, estimates and assumptions that affect: (i) the
reported amounts of our assets and liabilities; (ii) the disclosure of our
contingent assets and liabilities at the end of each reporting period; and (iii)
the reported amounts of revenue and expenses during each reporting period. We
continually evaluate these estimates based on our own historical experience,
knowledge and assessment of current business and other conditions, our
expectations regarding the future based on available information and reasonable
assumptions, which together form our basis for making judgments about matters
that are not readily apparent from other sources. Since the use of estimates is
an integral component of the financial reporting process, our actual results
could differ materially from those estimates.



We believe that any reasonable deviation from those judgments and estimates
would not have a material impact on our financial condition or results of
operations. To the extent that the estimates used differ from actual results,
however, adjustments to the statement of operations and corresponding balance
sheet accounts would be necessary. These adjustments would be made in future
financial statements.



When reading our financial statements, you should consider: (i) our critical
accounting policies; (ii) the judgment and other uncertainties affecting the
application of such policies; and (iii) the sensitivity of reported results to
changes in conditions and assumptions. The critical accounting policies and
related judgments and estimates used to prepare our financial statements are
identified in Note 2 to our audited consolidated financial statements
accompanying in the Annual Report for FY2020.



Revenue recognition



In May 2014, the FASB issued ASU No. 2014-09, which creates Topic 606, Revenue
from Contracts with Customers. The new guidance outlines a single comprehensive
model for entities to use in accounting for revenue arising from contracts with
customers. The core principle of the guidance is that an entity should recognize
revenue to depict the transfer of promised goods or services to customers in an
amount that reflects the consideration to which the entity expects to be
entitled in exchange for those goods and services. Additionally, the guidance
requires improved disclosure to help users of financial statements better
understand the nature, amount, timing, and uncertainty of revenue that is
recognized. The new guidance supersedes most current revenue recognition
guidance, including industry-specific guidance. The standard is effective for
annual reporting periods beginning after December 15, 2017, including interim
periods within that reporting period, and permits early adoption on a limited
basis. The update permits the use of either the retrospective or cumulative
effect transition method. On April 1, 2018, we adopted the guidance in ASC 606
and all the related amendments and applied the new revenue standard to all
contracts using the modified retrospective method. Based on the new standard our
revenue recognition policies related to membership rewards programs has changed.
Membership rewards, usually membership points, are accumulated by customers
based on their historical spending levels. The Company has determined that there
is an additional performance obligation to those customers at the time of the
initial transaction. The customers can then redeem these points against the
prices of merchandises they purchase in the future. At the end of each period,
unredeemed membership rewards are reflected as a contract liability. The
adoption of the new revenue standard was not material and is not expected to be
material to our net income on an ongoing basis.



Impairment of definite-lived intangible assets





The Company evaluates the recoverability of definite-lived intangible assets
whenever events or changes in circumstances indicate that the carrying value of
an asset may not be recoverable. These long-lived assets are grouped and
evaluated for impairment at the lowest level at which individual cash flows can
be identified. When evaluating these long-lived assets for potential impairment,
the Company first compares the carrying amount of the asset group to the asset
group's estimated future cash flows (undiscounted and without interest charges).
If the estimated future cash flows are less than that carrying amount of the
asset group, an impairment loss calculation is prepared. The impairment loss
calculation compares the carrying amount of the asset group to the asset group's
estimated future cash flows (discounted and with interest charges). If required,
an impairment loss is recorded for the portion of the asset group's carrying
value that exceeds the asset group's estimated future cash flows (discounted and
with interest charges).



The long-lived asset impairment loss calculation contains uncertainty since
management must use judgment to estimate each asset group's future sales,
profitability and cash flows. When preparing these estimates, the Company
considers historical results and current operating trends and consolidated
sales, profitability and cash flow results and forecasts. These estimates can be
affected by a number of factors including, but not limited to, general economic
and regulatory conditions, efforts of third party organizations to reduce their
prescription drug costs and/or increased member co-payments, the continued
efforts of competitors to gain market share and consumer spending patterns.



The long-lived asset impairment loss calculation contains uncertainty since
management must use judgment to estimate each asset group's future sales,
profitability and cash flows. When preparing these estimates, the Company
considers historical results and current operating trends and consolidated
sales, profitability and cash flow results and forecasts. These estimates can be
affected by a number of factors including, but not limited to, general economic
and regulatory conditions, efforts of third party organizations to reduce their
prescription drug costs and/or increased member co-payments, the continued
efforts of competitors to gain market share and consumer spending patterns.
There were no material impairment losses for definite-lived intangible assets
recognized in the three and six months ended September 30, 2020 and 2019.



                                       33





Results of Operations


Comparison of the three months ended September 30, 2020 and 2019

The following table summarizes our results of operations for the three months ended September 30, 2020 and 2019:





                                                               Three months ended September 30,
                                                            2020                               2019
                                                                  Percentage                         Percentage
                                                                   of total                           of total
                                                  Amount           revenue            Amount          revenue
Revenue                                        $ 30,842,545             100.0 %    $ 28,353,779            100.0 %
Gross profit                                   $  7,012,752              22.7 %    $  6,693,364             23.6 %
Selling expenses                               $  6,475,512              21.0 %    $  6,485,848             22.9 %
General and administrative expenses            $  2,061,559               6.7 %    $  1,823,935              6.4 %
Loss from operations                           $ (1,524,319 )            (4.9 )%   $ (1,616,419 )           (5.7 )%
Other Income(expense), net                     $    (54,521 )            (0.2 )%   $    268,289              0.9 %
Change in fair value of derivative liability   $     32,674               0.1 %    $      6,865              0.0 %
Income tax expense                             $    (18,975 )            (0.1 )%   $      5,702              0.0 %
Net loss                                       $ (1,527,191 )            (5.0 )%   $ (1,346,967 )           (4.8 )%




Revenue



Due to the growth in our online pharmacy, revenue increased by $2,488,766 or
8.8% for the three months ended September 30, 2020, as compared to the three
months ended September 30, 2019.



Revenue by Segment


The following table breaks down the revenue of our four business segments for the three months ended September 30, 2020 and 2019:





                                   For the three months ended September 30,
                                    2020                              2019
                                          % of total                        % of total       Variance         % of
                           Amount           revenue          Amount          revenue         by amount       change
Revenue from retail
drugstores              $ 17,930,496             58.2 %   $ 18,001,273             63.5 %   $   (70,777 )        (0.4 )%
Revenue from online
sales                      5,347,012             17.3 %      2,351,264              8.3 %     2,995,748         127.4 %
Revenue from
wholesale business         7,565,037             24.5 %      8,001,242             28.2 %      (436,205 )        (5.5 )%
Revenue from farming
business                           -                - %              -                - %             -             - %
Total revenue           $ 30,842,545            100.0 %   $ 28,353,779            100.0 %   $ 2,488,766           8.8 %




                                       34





Retail drugstores sales, which accounted for approximately 58.1% of total
revenue for the three months ended September 30, 2020, decreased by $70,777, or
0.4% compared to the three months ended September 30, 2019, to $17,930,496.
Same-store sales decreased by approximately $1,020,093, or 5.9%, while new
stores contributed approximately $745,753 in revenue in the three months ended
September 30, 2020.



The slight decrease in our retail drugstore sales is primarily due to our
strategical abandoning of the sales of certain low-profit margin products
reimbursed by National Healthcare Security Administration ("NHSA" hereafter) due
to its overall budget, elimination of a variety of drugs off the list of drugs
reimbursed by the local NHSA since September 1, 2020, and the negative effect on
the overall economy from COVID-19.



In the first half of Calendar 2020, to boost our sales, we promoted sale of DTP
(Direct-to-Patient) drugs. DTP drugs are usually new medicines not sold at
hospitals with low profit margin. As part of the PRC's recent medical reform
package, local governments require the revenue percentage from drug sales at
public hospitals to decline. In order to achieve lower drug sales percentage out
of their total revenue, the public hospitals chose to abandon sales of
low-profit-margin DTP products first. As the biggest local drugstore network in
Hangzhou City, Jiuzhou Pharmacy had quite a few of our stores located adjacent
to local hospitals. Additionally, we have actively contacted local vendors of
certain DTP products that we were previously not selling and were able to sell
these DTP products in our stores. By setting special counters selling DTP
products at our stores, sales in our drugstores have increased especially in the
first half of Calendar 2020. However, sales of quite a few DTP drugs are
reimbursed by local NHSA and counted into our stores reimbursement budget. If we
continue to sell large quantity of products reimbursed by the NHSA, the agency
may refuse to pay us eventually. As a result, we chose to actively control sales
of certain low-profit margin products covered by NHSA.



In order to further balance its budget, the local NHSA announced to eliminate a
variety of medicines, including nutritional supplements, off its list of
reimbursed drugs beginning from September 1, 2020. Certain eliminated items are
quite popular at the market. As these products are not reimbursed by their
insurance program, customers usually choose to order less on these products. As
a result, our overall sales were affected. However, as we quickly searched for
substitute products favored by our customers, we expect to recover our sales in
the future.



Although local economy has quickly recovered from COVID-19, the economy growth
has slowed down in general. Local people have become more conservative in
consumption. However, as the spread of COVID-19 has been effectively controlled,
we expect the local consumption will surge again in the future.



Our online pharmacy sales increased by approximately $2,995,748, or 127.4% for
the three months ended September 30, 2020, as compared to the three months ended
September 30, 2019. The increase was primarily caused by an increase in sales of
prescription drugs via e-commerce platforms such as Tmall. Prescription drugs
used to be prohibited from sales online due to safety concern. However, because
the nation has lifted the ban order, online prescription drug sales become
popular. As a result, the sale of prescription drugs was $1,758,516 in the three
months ended September 30, 2020 as compared to none in the three month ended
September 30, 2019. Additionally, we maintained a membership care program
targeted at chronic disease customers. We have closely interacted with our
members via WeChat by providing healthcare knowledge and reminding our customers
to refill medicine. By implementing a personalized customer care program, we
were able to promote our sales.



Wholesale revenue decreased by $436,205 or 5.5%. The sale of our wholesale
business may vary based on customer's need. Usually we resell certain products,
which our retail stores made large order on, to other vendors. As our retail
drugstores achieved large quantity sales of certain brand name products, we were
able to bargain for lower purchase prices than the market level on these
merchandises. As a result, vendors who were unable to obtain a better price than
ours, turned to us for these products. In the three months ended September 30,
2020, a key salesperson was sick and slowed certain business with customers. As
a result, overall business decreased slight. On the other side, hospitals are
still the dominant drug retailers in China. Local hospitals usually have strong
ties with their existing suppliers and we have not been able to make significant
progress in becoming a major supplier to local hospitals.



In the three months ended September 30, 2020 and 2019, we have not generated
revenue from our farming business. We planted ginkgo and maidenhair trees during
the year ended March 31, 2013, more than seven years ago. A ginkgo tree may have
a growth period of up to twenty-three months before it is mature enough for
harvest. Usually, the longer a ginkgo tree grows the more valuable it becomes.
Therefore, we have not yet harvested our ginkgo trees. We plan to continue
cultivating the trees in order to maximize their market value in the future. We
will continue to grow ginkgo trees in the future.



                                       35





Gross Profit



Gross profit increased by $319,388 or 4.8% period over period primarily as a
result of an increase in gross profit provided by retail pharmacy business,
which increased significantly in the three months ended September 30, 2020. At
the same time, gross margin decreased slightly from 23.6% to 22.7% due to lower
online pharmacy profit margins. The average gross margins for each of our four
business segments are as follows:



                                                  For the three months ended
                                                         September 30,
                                                  2020                  2019

Average gross margin for retail drugstores             31.3 %                30.7 %
Average gross margin for online sales                  11.3 %                13.6 %
Average gross margin for wholesale business            10.7 %                10.6 %
Average gross margin for farming business               N/A                

  N/A




Retail gross margins increased primarily because of the control on sale of low
profit margin products reimbursed by NHSA, introducing certain popular products
with high profit margin, and renegotiating prices with our suppliers
continuously. As described above, in order to meet the NHSA budget, we chose to
actively control sales of certain low-profit margin products covered by NHSA. In
order to promote our sales and profits, we specifically selected a series of
popular products such as radix bupleuri, which we believe are suitable to local
community. As a result, we were able to keep up with our sales profit margin.
Additionally, we continuously renegotiate with our vendors and press price down
to acceptable levels. For example, we explore more suppliers to search for lower
prices. We also try to directly purchase from manufacturers instead of local
vendors to cut off middle-man expenses. We expect to keep our profit margin at a
reasonable level in the future.



Gross margin of online pharmacy sales decreased primarily due to intense market
competition. We conduct our business either through certain e-commerce platforms
such as Tmall and JD.com or via our own official online pharmacy website,
www.dada360.com. The online prices of healthcare products are transparent as
customers can easily compare prices from websites. In order to promote our sales
through e-commerce platforms, we have to lower our prices leading to lower
profit margin. As a way to retain new customers from insurance companies, we
also kept low prices on our official online pharmacy websites. As a result, our
profit margin for online sales decreased.



Wholesale gross margin increased primarily due to various products with
different profit margin we carried and sold to certain pharmaceutical vendors.
Although we have attempted to market our products to major local hospitals and
other pharmacies, we have not been able to make significant progress. Until we
are able to obtain status as a provincial or national exclusive sale agent for
certain popular drugs or have sales access to large local hospitals, we may have
to maintain low profit margins in order to drive sales on our wholesale
business.



Selling and Marketing Expenses





Selling and marketing expenses decreased by $10,336, or 0.2%, as compared to the
same period of last fiscal year, primarily due to the control of in-store
advertising expense, offset by the increase in fee charged by various platforms
as a result of sale increase in our online pharmacy. In responses to the cut on
sales of products reimbursed by NHSA, we scrutinized and strictly controlled
unnecessary expense such as in-store ads expense. On the other side, our online
pharmacy sales more than doubled in the three months ended September 30, 2020 as
compared to the same period last year. We incurred service fee from third-party
platforms such as Tmall and JD.com, which usually charge their fee based on a
proportion of our sales via their platforms. The service fee increased by
$177,526 period over period. Overall, such expenses as a percentage of our
revenue were 21.0% and 22.9% respectively, in the three months ended September
30, 2020 and 2019.


General and Administrative Expenses





General and administrative expenses increased by $237,624, or 13.0%, as compared
to the same period of last year. Such expenses as a percentage of revenue
increased to 6.7% from 6.4% for the same period of last year. In the three
months ended September 30, 2020, we reversed bad debt allowance of $304,397 as
compared to an increase in bad debt allowance of $9,018 in the same period of
last year. Excluding such effect, the general and administrative expenses
increased by $551,039 period over period, which reflects the increase in staff
and administration expense.



                                       36





Loss from Operations


As a result of the above, we had loss from operations of $1,524,319 in the quarter ended September 30, 2020, as compared to loss from operations of $1,616,419 a year ago. Our operating margin for the three months ended September 30, 2020 and 2019 was (4.9)% and (5.7)%, respectively.





Income Taxes


Our income tax expense decreased by $24,677 period over period due to a decrease in overall profit.





Net Loss



As a result of the foregoing, net loss is $1,527,191 in the three months ended
September 30, 2020 as compared to a net loss of $1,346,967 in the three months
ended September 30, 2019.


Comparison of the six months ended September 30, 2020 and 2019

The following table summarizes our results of operations for the six months ended September 30, 2020 and 2019:





                                                                Six months ended September 30,
                                                           2020                               2019
                                                                 Percentage                         Percentage
                                                                  of total                           of total
                                                  Amount          revenue            Amount          revenue
Revenue                                        $ 61,896,857            100.0 %    $ 53,634,563            100.0 %
Gross profit                                   $ 14,992,971             24.2 %    $ 12,754,802             23.8 %
Selling expenses                               $ 12,747,919             20.6 %    $ 12,454,399             23.2 %
General and administrative expenses            $  4,181,725              6.8 %    $  4,675,547              8.7 %
Loss from operations                           $ (1,936,673 )           (3.1 )%   $ (4,375,144 )           (8.2 )%
Other Income(expense), net                     $     31,701              0.1 %    $    253,677              0.5 %
Change in fair value of derivative liability   $     27,784              0.0 %    $    410,420              0.8 %
Income tax expense                             $     38,595              0.1 %    $     14,090              0.0 %
Net loss                                       $ (1,915,783 )           (3.1 )%   $ (3,725,137 )           (6.9 )%




Revenue


Due to the growth in our retail drugstores business, online pharmacy and wholesale business, revenue increased by $8,262,294 or 15.4% for the six months ended September 30, 2020, as compared to the six months ended September 30, 2019.





Revenue by Segment



The following table breaks down the revenue of our four business segments for the six months ended September 30, 2020 and 2019:





                                    For the six months ended September 30,
                                    2020                              2019
                                          % of total                        % of total       Variance         % of
                           Amount           revenue          Amount          revenue         by amount       change
Revenue from retail
drugstores              $ 36,740,970             59.4 %   $ 34,736,261             64.8 %   $ 2,004,709           5.8 %
Revenue from online
sales                     10,259,846             16.6 %      4,794,869              8.9 %     5,464,977         114.0 %
Revenue from
wholesale business        14,896,041             24.0 %     14,103,433             26.3 %       792,608           5.6 %
Revenue from farming
business                           -                - %              -                - %             -             - %
Total revenue           $ 61,896,857            100.0 %   $ 53,634,563            100.0 %   $ 8,262,294          15.4 %




                                       37





Retail drugstores sales, which accounted for approximately 59.4% of total
revenue for the six months ended September 30, 2020, increased by $2,004,709, or
5.8% compared to the six months ended September 30, 2019, to $34,736,261.
Same-store sales increased by approximately $590,758, or 1.8%, while new stores
contributed approximately $1,204,827 in revenue in the six months ended
September 30, 2020.



The increase in our retail drugstore sales is primarily due to consumer-facing
benefits such as emphasis on on-site medical care, chronic disease management
services, incremental DTP business caused by continuous hospital medical reform,
partially offset by the decline in sale reimbursed by NHSA in the second quarter
of fiscal 2021, and maturing of stores opened a year ago. Convenient on-site
medical support at our pharmacies has been our hallmark from the beginning of
our business. Suitable medical support from our doctors has proven to be
critical to our superior store sales. Linking doctor care with drug sales has
become our business guidance for the future. By adding more doctor-provided
services at stores, we have been able to promote our store sales.



Chronic diseases such as high blood pressure, diabetes and hyperlipidemia become
more and more prevalent nationwide. These types of patients usually visit
doctors who prescribe chronic disease drugs every couple weeks. In order to
attract these patients to continuously purchase products at our stores, we
created chronic disease management program. Once a patient visits our store, we
will record their information, type in our electronic system and then closely
monitor these patients. After they become members in our chronic disease
management program, we send regular reminders and health tips to them. Usually
these patient are old people, which have more spare time than the young people.
We provide in-store spaces for them to take free tests such as blood pressure
test, talk to our doctors and listen to specialists. As a result, more chronic
diseases patients became our loyal members and spent more in purchasing our
products.



DTP drugs are usually new medicines not sold at hospitals with low profit
margin. As part of the PRC's recent medical reform package, local governments
require the revenue percentage from drug sales at public hospitals to decline.
In order to achieve lower drug sales percentage out of their total revenue, the
public hospitals chose to abandon sales of low-profit-margin DTP products first.
As the biggest drugstore network in Hangzhou City, Jiuzhou Pharmacy had quite a
few of our stores located adjacent to local hospitals. Additionally, we have
actively contacted local vendors of certain DTP products that we were previously
not selling and were able to sell these DTP products in our stores. By setting
special counters selling DTP products at our stores, sales in our drugstores
have increased in the first quarter of fiscal 2021. However, in the second
quarter of fiscal 2021, we controlled the sales of products reimbursed by NHSA
as described in the above.



Furthermore, from fiscal years 2018 to 2020, we have accelerated our expansion
of new stores, which have generated more retail drugstore revenues. Among the
new stores, forty seven stores have become qualified for municipal government
insurance reimbursement after operation of a year or more. Sales reimbursed from
municipal government insurance program usually account for more than 50% of our
total sales at maturing stores. As these stores gained such qualifications,
their sales increased quickly as compared to the previous year. Our store count
is 115 at September 30, 2020 and 114 at September 30, 2019.



Our online pharmacy sales increased by approximately $5,464,977, or 114.0% for
the six months ended September 30, 2020, as compared to the six months ended
September 30, 2019. The increase was primarily caused by an increase in sales of
prescription drugs via e-commerce platforms such as Tmall. Prescription drugs
used to be prohibited from sales online due to safety concern. However, because
the nation has lifted the ban order, online prescription drug sales become
popular. As a result, the sale of prescription drugs was $3,628,159 in the six
months ended September 30, 2020 as compared to none in the six month ended
September 30, 2019. Additionally, we maintained a membership care program
targeted at chronic disease customers. We have closely interacted with our
members via WeChat by providing healthcare knowledge and reminding our customers
to refill medicine. By implementing a personalized customer care program, we
were able to promote our sales.



Wholesale revenue increased by $792,608 or 5.6% primarily as a result of our
ability to resell certain products, which our retail stores made large order on,
to other vendors. As our retail drugstores achieved large quantity sales of
certain brand name products, we were able to bargain for lower purchase prices
than the market level on these merchandises. As a result, vendors who were
unable to obtain a better price than ours, turned to us for these products,
causing the increase in the wholesale volume. Although in August and September,
the sales slowed down due to the absence of a key salesperson caused by the
personal health condition, we believe the sales volume will recover in the
future. However, hospitals are still the dominant drug retailers in China. Local
hospitals usually have strong ties with their existing suppliers and we have not
been able to make significant progress in becoming a major supplier to local
hospitals.



In the six months ended September 30, 2020 and 2019, we have not generated
revenue from our farming business. We planted ginkgo and maidenhair trees during
the year ended March 31, 2013, more than seven years ago. A ginkgo tree may have
a growth period of up to twenty years before it is mature enough for harvest.
Usually, the longer a ginkgo tree grows the more valuable it becomes. Therefore,
we have not yet harvested our ginkgo trees. We plan to continue cultivating the
trees in order to maximize their market value in the future. We will continue to
grow ginkgo trees in the future.



                                       38





Gross Profit



Gross profit increased by $2,238,169 or 17.5% period over period primarily as a
result of an increase in gross profit provided by retail pharmacy business,
which increased significantly in the six months ended September 30, 2020. At the
same time, gross margin increased slightly from 23.8% to 24.2% due to higher
retail pharmacy profit margins. The average gross margins for each of our four
business segments are as follows:



                                                For the six months ended
                                                      September 30,
                                                 2020              2019

Average gross margin for retail drugstores           32.7 %            30.5 %
Average gross margin for online sales                12.5 %            13.9 %
Average gross margin for wholesale business          11.4 %            10.7 %
Average gross margin for farming business             N/A               N/A




Retail gross margins increased primarily because of introducing certain popular
products with high profit margin, and renegotiating prices with our suppliers
continuously. In order to promote our sales and profits, we specifically
selected a series of popular products such as radix bupleuri, which we believe
are suitable to local community. As a result, we were able to keep up with our
sales profit margin. Additionally, we continuously renegotiate with our vendors
and press price down to acceptable levels. For example, we explore more
suppliers to search for lower prices. We also try to directly purchase from
manufacturers instead of local vendors to cut off middle-man expenses. We expect
to keep our profit margin at a reasonable level in the future.



Gross margin of online pharmacy sales decreased primarily due to intense market
competition. We conduct our business either through certain e-commerce platforms
such as Tmall and JD.com or via our own official online pharmacy website,
www.dada360.com. The online prices of healthcare products are transparent as
customers can easily compare prices from websites. In order to promote our sales
through e-commerce platforms, we have to lower our prices leading to lower
profit margin. As a way to retain new customers from insurance companies, we
also kept low prices on our official online pharmacy websites. As a result, our
profit margin for online sales decreased.



Wholesale gross margin increased primarily due to various products with
different profit margin we carried and sold to certain pharmaceutical vendors.
Although we have attempted to market our products to major local hospitals and
other pharmacies, we have not been able to make significant progress. Until we
are able to obtain status as a provincial or national exclusive sale agent for
certain popular drugs or have sales access to large local hospitals, we may have
to maintain low profit margins in order to drive sales on our wholesale
business.



                                       39




Selling and Marketing Expenses


Selling and marketing expenses increased by $293,520, or 2.4%, as compared to
the same period of last fiscal year, primarily due to increase in fee charged by
various platforms as a result of sale increase in our online pharmacy. As our
online pharmacy sales more than doubled in the six months ended September 30,
2020 as compared to the same period last year. We incurred service fee from
third-party platforms such as Tmall and JD.com, which usually charge their fee
based on a proportion of our sales via their platforms. The service fee
increased by $399,069 period over period. Overall, such expenses as a percentage
of our revenue were 20.6% and 23.2% respectively, in the six months ended
September 30, 2020 and 2019.



General and Administrative Expenses





General and administrative expenses decreased by $493,822, or 10.6%, as compared
to the same period of last year. Such expenses as a percentage of revenue
decreased to 6.8% from 8.7% for the same period of last year. In the six months
ended September 30, 2020, we reversed bad debt allowance of $286,076 as compared
to an increase in bad debt allowance of $767,249 in the same period of last
year. Excluding such an effect, the general and administrative expenses
increased by $559,503 period over period, which reflects the increases in staff
and administration expense as our online business grew.



Loss from Operations



As a result of the above, we had loss from operations of $1,936,673 in the
quarter ended September 30, 2020, as compared to loss from operations of
$4,375,144 a year ago. Our operating margin for the six months ended September
30, 2020 and 2019 was (3.1) % and (8.2) %, respectively. The decrease in loss
from operations was mainly because of introducing certain popular products with
high profit margin and renegotiating prices with our suppliers continuously in
the six months ended September 30, 2020.



Income Taxes


Our income tax expense increased by $24,505 period over period due to an increase in overall profit.





Net Loss



As a result of the foregoing, net loss is $1,915,783 in the six months ended
September 30, 2020 as compared to a net loss of $3,725,137 in the six months
ended September 30, 2019.



Accounts receivable



Accounts receivable, which are unsecured, are stated at the amount we expect to
collect. We continuously monitor collections and payments from our customers
(our distributors) and maintain a provision for estimated credit losses. To
prepare for potential loss in such accounts, we made corresponding reserves.



Our accounts receivable aging was as follows for the periods described below:



                                      Retail         Online          Drug            Herb           Total
From date of invoice to customer    drugstores      Pharmacy       wholesale       farming          amount
1- 3 months                        $  7,522,572     $ 386,473     $   374,722     $        -     $  8,283,767
4- 6 months                             232,995       132,078         769,058              -        1,134,131
7- 12 months                             68,937         6,884         446,664              -          522,485
Over one year                         1,873,563             -         401,780                       2,275,343
Allowance for doubtful accounts      (1,950,006 )     (13,222 )      (260,356 )                    (2,223,584 )
Total accounts receivable          $  7,748,061     $ 512,213     $ 1,731,868     $        -     $  9,992,142




Accounts receivable from our retail business mainly consist of reimbursements
from government health insurance bureaus and commercial health insurance
programs. In the six months ended September 30, 2020, we wrote off an
approximately $55,423 collectible from provincial and Hangzhou City government
insurance, as such amount has been determined by the health insurance bureaus to
be unqualified for reimbursement.



                                       40





Accounts receivables from our online pharmacy business mainly consist of
receivables from insurance company and a service company handling with insurance
companies. As we continue to expand our business with commercial insurance
company, our receivables from them increased. Additionally, certain receivables
are from third-party platforms such as JD.com where we sell products. Usually
the third-party platforms will collect from customers ordering on their
platforms and then reimburse us at a later date. Such reimbursement periods
range from several days to a month after orders are placed.



Accounts receivable from our drug wholesale business consist of receivables from
our customers such as pharmaceutical distributors and local drugstores primarily
in Zhejiang Province. In fiscal 2019, we accelerated collection of certain aged
accounts from customers which we no longer or rarely sold products to. By doing
so, we are able to take better use of our cash. However, as our wholesale
business kept growing in a steady rate, receivable from wholesale customers
increased accordingly. We usually put reserve on new accounts based on
historical collection experience. As a result, the overall reserve on wholesale
accounts receivables increased slightly.



Subsequent to September 30, 2020 and through October 31, 2020, we collected
approximately $3.2 million in receivables relating to our drugstore business,
approximately $0.3 million in receivables relating to our online pharmacy
business, approximately $1.1 million relating to our wholesale business, and $0
relating to our herb farming business.



Advances to suppliers


Advances to suppliers are mainly prepayments to secure certain products or services at favorable pricing. The aging of our advances to suppliers is as follows for the periods described below:


From date of cash prepayment to     Retail          Online          Drug   

        Herb           Total
suppliers                         drugstores       Pharmacy       wholesale       farming         amount
1- 3 months                       $   418,409     $        -     $   570,833     $        -     $   989,242
4- 6 months                            89,578              -         761,333              -         850,911
7- 12 months                           23,614              -          81,690              -         105,304
Over one year                         190,015              -         703,274              -         893,289
Allowance for doubtful accounts      (129,749 )            -        (779,724 )            -        (909,473 )
Total advances to suppliers       $   591,867     $        -     $ 1,337,406     $        -     $ 1,929,273




Since the acquisition of Jiuxin Medicine, we have gradually transferred almost
all logistics services of our retail drugstores to Jiuxin Medicine. Jiuzhou
Pharmacy only makes purchases of certain non-medical products. As a result, our
retail chain had little advances to suppliers as of September 30, 2020. In the
six months ended September 30, 2020, we had outstanding advances to suppliers
with which we have ceased doing business. These advances have been fully
reserved.



Advances to suppliers for our drug wholesale business consist of prepayments to
our vendors such as pharmaceutical manufacturers and other distributors. We
typically receive products from vendors within three to nine months after making
prepayments. We continuously monitor delivery from and payments to our vendors
while maintaining a provision for estimated credit losses based upon past
experience and any supplier-specific issues such as the discontinuation of
inventory supply that have been identified. If we are having difficulty
receiving products from a vendor, we take the following steps: ceasing
purchasing products from the vendor, asking for return of our prepayment
promptly, and if necessary, taking legal actions. If all of these steps are
unsuccessful, management then determines whether or not the prepayments should
be reserved or written off.


Liquidity and Capital Resources

Our cash flows for the periods indicated are as follows:





                                                      For the six months ended
                                                            September 30,
                                                        2020             2019

Net cash used in/provided by operating activities $ (348,834 ) $ 973,509 Net cash used in investing activities

$ (1,758,045 )   $ (1,445,265 )
Net cash provided by financing activities           $  4,552,181     $  6,380,681




                                       41





For the six months ended September 30, 2020, cash used in operating activities
amounted to $(348,834), as compared to $973,509 for the same period a year ago.
The change is primarily attributable to a decrease in cash provided by
inventories and biological assets of $1,423,743, a decrease in cash provided by
accounts receivable of $513,565, a decrease in cash provided by bad debt direct
write-off and provision of $1,053,326 offset by an increase of $424,323 in
accounts payable, and an increase in change in fair value of purchase option
derivative liability of $382,636.



For the six months ended September 30, 2020, net cash used in investing
activities amounted to $(1,758,045), as compared to $(1,445,265) provided by
investing activities for the same period a year ago. The change is primarily
attributable to a decrease in cash provided by investment in a joint venture of
$1,422,193, offset by an increase in additions to leasehold improvements and
increase intangible assets.



For the six months ended September 30, 2020, net cash provided by financing
activities amounted to $4,552,181, as compared to $6,380,681 net cash used in
financing activities for the same period a year ago. The change is primarily due
to repayment of notes payable and proceeds from equity financing. Additionally,
we borrowed a one-year loan of $714,160 from Beijing Bank.



As of September 30, 2020, we had cash of approximately $21,646,487. Our total current assets as of September 30, 2020, were $67,813,878 and total current liabilities were $58,492,587, which resulted in a working capital of $9,321,291.

Contractual Obligations and Off-Balance Sheet Arrangements





Contractual Obligations


The following table summarizes our contractual obligations:





Contractual obligations                                       Payments due by period
                                                    Less than                                         More than
                                     Total            1 year         1-3 years        3-5 years        5 years
Short-term loan payable           $  2,204,820        2,204,820                -               -               -
Notes payable                       23,327,972       23,327,972                -               -               -
Long-term loan payable               3,089,373                -        3,089,373               -               -
Long-Term Debt Obligations                   -                -                -               -               -
Capital Lease Obligations                    -                -                -               -               -
Operating Lease Obligations         17,556,680        1,056,181        9,576,753       4,652,138       2,271,608
Purchase Obligations                         -                -                -               -               -
Other Long-Term Liabilities
Reflected on the Registrant's
Balance Sheet under GAAP*               36,306                -           36,306               -               -
Total                             $ 46,215,151       26,588,973       12,702,432       4,652,138       2,271,608




*   This refers to warrants to purchase shares of common stock issued to an
    institutional investor and a placement agent (See Note 19).




                                       42




Off-balance Sheet Arrangements





We do not have any outstanding financial guarantees or commitments to guarantee
the payment obligations of any third parties. We have not entered into any
derivative contracts that are indexed to our shares and classified as
stockholder's equity or that are not reflected in our consolidated financial
statements. Furthermore, we do not have any retained or contingent interest in
assets transferred to an unconsolidated entity that serves as credit, liquidity
or market risk support to such entity. We do not have any variable interest in
any unconsolidated entity that provides financing, liquidity, market risk or
credit support to us or engages in leasing, hedging or research and development
services with us.



Exchange Rates



Our subsidiaries and affiliated companies in the PRC maintain their books and
records in RMB, the lawful currency of the PRC. In general, for consolidation
purposes, we translate their assets and liabilities into USD using the
applicable exchange rates prevailing at the balance sheet date, and the
statement of income is translated at average exchange rates during the reporting
period. Adjustments resulting from the translation of their financial statements
are recorded as accumulated other comprehensive income.



The exchange rates used to translate amounts in RMB into USD for the purposes of
preparing the audited consolidated financial statements or otherwise disclosed
in this report were as follows:



                                                              September 30,           March 31,
                                                                  2020                  2020

Balance sheet items, except for the registered and paid-up capital, as of end of period

                        USD1: RMB 

0.1470 USD1: RMB 0.1410

Amounts included in the statement of Operations and statement of cash flows for the period ended

                USD1: RMB 0.1428      USD1: RMB 0.1446




Inflation



We believe that inflation has not had a material effect on our operations to date.

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