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

Rhea-AI Summary

Future FinTech Group Inc. (NASDAQ: FTFT) announced an amendment to its Share Exchange Agreement to acquire 90% of Nice Talent Asset Management Limited (NTAM) for HK$144 million (approximately US$18.7 million). The purchase price includes 60% in common stock based on a share price of US$5.00, and the remaining 40% depends on NTAM achieving specific EBIT goals for 2021 and 2022. NTAM, licensed under Hong Kong's Securities and Futures Commission, holds partnerships with major banks, aiming to enhance FTFT's global financial services.

Positive

• Strategic acquisition of 90% stake in NTAM enhances FTFT's service offerings.
• Partnership with NTAM leverages existing relationships with major international banks.
• Potential for revenue growth by achieving EBIT targets, incentivizing performance.

Negative

• 40% of purchase price contingent on NTAM's performance, introducing financial risk.
• If EBIT goals are not met, additional financial liabilities could arise.

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.

FAQ

What is the purpose of Future FinTech's acquisition of NTAM?

The acquisition aims to enhance FTFT's financial services and expand its asset management capabilities.

What are the financial terms of the acquisition between FTFT and NTAM?

FTFT will pay HK$144 million for a 90% stake in NTAM, with 60% in stock and 40% contingent on EBIT performance.

When did Future FinTech announce the acquisition of NTAM?

The announcement regarding the acquisition amendment was made on April 12, 2021.

What are the EBIT goals set for NTAM in the acquisition deal?

The EBIT goals are HK$14 million for 2021 and HK$20 million for 2022.

How might the acquisition impact shareholders of FTFT?

The acquisition could lead to revenue growth if NTAM meets its EBIT goals, but it also introduces financial risk associated with performance contingency.