Future FinTech Group, 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.
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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:
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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).
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