Benzinga | Apr 12, 2021 07:01AM EDT

Future Fintech Entered Into Amendment Agreement to Acquire Nice Talent Asset Management

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.