BEIJING, July 16, 2020 /PRNewswire/ -- Future FinTech Group Inc. (NASDAQ: FTFT) ("Future FinTech", "FTFT" or "the Company"), a leading blockchain e-commerce and financial technology company, announced today that, further to its March 26, 2020 press release, it has entered into a Share Exchange Agreement (the "Agreement") with Joy Rich Enterprises Limited ("Joy Rich") to acquire 90% of the issued and outstanding shares of Nice Talent Asset Management Limited ("NTAM"), a Hong Kong-based asset management company, from Joy Rich. NTAM is licensed under the Securities and Futures Commission of Hong Kong ("SFC") to carry out regulated activities in 'Type 4：Advising on Securities' and 'Type 9: Asset Management.' Its current business partners include major international banks and the management team of NTAM includes former senior executives of HSBC and certified public accountants of Hong Kong, with rich experience in asset management, investment advisory and extensive contacts in the industry in Hong Kong.
Pursuant to the terms of the Agreement, the total purchase price for 90% of equity interest in NTAM is HK$54,000,000 (approximately US$6,966,885, the "Purchase Price"). 40% of the Purchase Price which is HK$21,600,000 shall be paid in shares of common stock of the Company on the closing date. The remaining 60% shall be paid according to the achievement of certain EBIT goals by NTAM in 2020 and 2021.The details are as follows:
i. If NTAM achieves an Earnings Before Interest and Taxes (the "EBIT") of HK$5,000,000 in 2020 (the "2020 EBIT Goal"), the Company shall pay 30% of the Purchase Price HK$16,200,000 in the shares of common stock of the Company;
ii. If NTAM achieves an EBIT of HK$10,000,000 in 2021 (the "2021 EBIT Goal"), the Company shall pay the remaining 30% of the Purchase Price HK$16,200,000 in the shares of common stock of the Company;
iii. If NTAM does not achieve its EBIT Goal for a given year, the parties agree to have forbearance clause. For the avoidance of doubt, the amount of such year's earn-out shares shall not be reduced for that year if NTAM achieves sixty percent (60%) or above of its given year EBIT Goal. If NTAM achieves lower than 60% EBITc Goal for a given year, the amount of such year's earn-out shares shall be reduced to zero (0).
More complete information of the Agreement is set forth in the Form 8-K and its exhibit filed with the Securities and Exchange Commission on July 16, 2020.
Mr. Shanchun Huang, Chief Executive Officer of Future FinTech, stated, "We are passionate about identifying and pursuing the competitive partner in the field of fintech and boutique financial services. This acquisition marks a significant step forward in Future FinTech's ongoing global expansion into innovative financial services. The Company will further explore and develop the new platform to offer asset management and investment consulting services for corporate customers and high net-worth professional investors in Hong Kong."
Mr. Chan Siu Kei, Chief Executive Officer and Director of NTAM stated, "We are excited to move forward with this highly strategic partnership with Future FinTech. Our business focus is to work alongside with our clients to help them grow their wealth and achieve their investment goals. In uncertain times like now, we specialize in uncovering potential sector winners and opportunities, while aligning with clients' interests and offering tailor-designed and flexible investment strategies. We will leverage the additional resources, technology and platform provided by FTFT to further develop our business in Hong Kong and globally. "
About Future FinTech Group Inc.
Future FinTech Group Inc. ("Future FinTech", "FTFT" or the "Company") is a leading blockchain e-commerce and financial technology company incorporated in Florida. The Company's operations include a blockchain-based online shopping mall platform, Chain Cloud Mall ("CCM"), a cross-border e-commerce platform (NONOGIRL), an incubator for blockchain based application projects, and a digital payment system "DCON". The Company is also engaged in development of blockchain based e-Commerce technology as well as financial technology. For more information, please visit http://www.ftftex.com/.
Safe Harbor Statement
Certain of the statements made in this press release are "forward-looking statements" within the meaning and protections of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as "may," "will," "anticipate," "assume," "should," "indicate," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan," "point to," "project," "could," "intend," "target" and other similar words and expressions of the future.
All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 10-K for the year ended December 31, 2019 and our other reports and filings with SEC. Such reports are available upon request from the Company, or from the Securities and Exchange Commission, including through the SEC's Internet website at http://www.sec.gov. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.
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