NEW YORK, April 12, 2021 /PRNewswire/ -- Future
FinTech Group Inc. (NASDAQ: FTFT) ("hereinafter referred to as
Future FinTech", "FTFT" or "the Company"), a leading
blockchain-based e-commerce business and a fintech service
provider, announced today that further to its February 26,
2021 press release, it has entered into an amendment (the
"Amendment") to its 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'. NTAM's
current business partners include major international banks and its
clients cover the spectrum from well-established institutional
funds to high net worth retail customers.
Based upon a valuation report by Greater China Appraisal
Limited, a 100% equity interest of NTAM was valued at HK$189,338,353 in February
2021. Pursuant to the terms of the Amendment, the total
purchase price for a 90% equity interest in NTAM (the "Purchase
Price") is HK$144,000,000
(approximately US$18,701,299), of
which 60% of the Purchase Price, or HK$86,400,000 (approximately US$11,220,779)
shall be paid in shares of common stock of the Company based on 95%
of the closing price of the shares of Company's common stock on the
Nasdaq Stock Market prior to the date of the Amendment which is
calculated to be $5.00 per share (the
"FTFT Share Price"). The remaining 40% of the Purchase Price shall
be paid in FTFT common stock (the "Earn-Out Shares") according to
the achievement of Earnings Before Interest and Taxes ("EBIT")
goals by NTAM for 2021 and 2022, as follows:
i. If NTAM achieves EBIT of HK$14,000,000 in 2021, the
Company shall pay 20% of the Purchase Price, which is
HK$28,800,000, in shares of
common stock of the Company based on the FTFT Share Price;
ii. If NTAM achieves an EBIT of HK$20,000,000 in 2022,
the Company shall pay the final 20% of the Purchase
Price, which is HK$28,800,000, in shares of common stock of
the Company based on the FTFT Share Price; and,
iii. If NTAM does not achieve its EBIT goals for a given year, a
fee equal to ten times the EBIT shortfall amount shall be paid by
Joy Rich to the Company before the
Earn-Out Shares for that year are issued from the Company to
Joy Rich.
More complete information of the Amendment is set forth in
the Form 8-K and its exhibit filed with the Securities and Exchange
Commission on April 12, 2021.
Mr. Shanchun Huang, Chief Executive Officer of Future
FinTech, stated, "We are passionate about identifying and
pursuing outstanding companies in the field of fintech and boutique
financial services. This potential acquisition marks a major step
forward in Future FinTech's ongoing expansion into global financial
services. The Company plans upon creating synergies with our
current capabilities to offer best-in-class asset management and
investment consulting services for both corporate customers and
high net-worth professional investors in Hong Kong."
Mr. Chan Siu Kei, Chief Executive Officer and Director of
NTAM stated, "The management team of NTAM includes former senior
executives of HSBC and Hong Kong
certified public accountants with rich experience in asset
management and investment advisory services who have extensive
contacts in the industry in Hong Kong. We are excited to move
forward with this highly strategic partnership with Future FinTech.
Our business focus is to work alongside 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 that align with clients' interests while
offering tailored 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 company and a
service provider for financial technology 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. The Company is
also engaged in the 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 otherwise in our SEC
reports and filings, including the final prospectus for our
offering. 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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SOURCE Future FinTech Group Inc.