Attached files
| file | filename |
|---|---|
| 8-K/A - CURRENT REPORT AMENDMENT - Yangtze River Port & Logistics Ltd | f8k030111a2_kirin.htm |
| EX-99.1 - COMBINED AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2010 AND 2009 - Yangtze River Port & Logistics Ltd | f8k030111a2ex99i_kirin.htm |
Exhibit 99.2
Pro Forma Financial Information
The following pro forma combined balance sheet has been derived from the consolidated balance sheet of Kirin China Holding Limited as of December 31, 2010, and consolidated balance sheet of Kirin International Holdings, Inc., formerly known as Ciglarette, Inc. (the “Company”) as of November 30, 2010, and adjusted for such information to give the effect of the acquisition of Kirin China by the Company, as if it would have existed on December 31, 2010. The following pro forma earnings per share (EPS) statement and adjustments for such information to give the effect that the acquisition by the Company of Kirin China occurred on the earliest date presented. The pro forma balance sheet and EPS statement are presented for informational purposes only and do not purport to be indicative of the financial condition that would have resulted if the acquisition would have existed on December 31, 2010, December 31, 2009 or December 31, 2008. The pro forma additional shares of 1,156,000 shares issued on March 1, 2011 are presented as if it occurred on January 1, 2009.
PRO FORMA COMBINED BALANCE SHEET
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Kirin China
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Ciglarette, Inc.
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Pro forma
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Pro forma
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|||||||||||||
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December 31, 2010
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November 30, 2010
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adjustments
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combined
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|||||||||||||
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ASSETS
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||||||||||||||||
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Cash and cash equivalents
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$
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6,233,301
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$
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23,158
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$
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1,380,000
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(4)
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$
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7,636,459
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|||||||
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Restricted cash
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1,563,027
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-
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-
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1,563,027
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||||||||||||
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Accounts receivable
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1,626,592
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-
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-
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1,626,592
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||||||||||||
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Revenue in excess of billings
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22,395,290
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-
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-
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22,395,290
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||||||||||||
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Prepayments
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2,161,176
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-
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-
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2,161,176
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||||||||||||
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Other receivables
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3,324,533
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-
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-
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3,324,533
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||||||||||||
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Real estate properties and land lots under development
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92,419,336
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-
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-
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92,419,336
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||||||||||||
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Property and equipment, net
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230,475
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-
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-
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230,475
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||||||||||||
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Deferred tax assets
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85,452
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-
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-
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85,452
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||||||||||||
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Total Assets
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$
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130,039,182
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$
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23,158
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$
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1,380,000
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$
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131,442,340
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||||||||
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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||||||||||||||||
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Liabilities
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||||||||||||||||
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Accounts payable
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1,266,428
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-
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-
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1,266,428
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||||||||||||
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Income taxes payable
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22,152
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-
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-
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22,152
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||||||||||||
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Other taxes payable
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2,936,728
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-
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-
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2,936,728
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||||||||||||
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Due to a stockholder
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3,840,111
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-
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-
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3,840,111
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||||||||||||
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Other payables and accrued liabilities
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6,509,337
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3,425
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-
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6,512,762
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||||||||||||
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Customer deposits
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22,417,416
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-
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-
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22,417,416
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||||||||||||
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Long-term loans
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19,208,083
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-
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-
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19,208,083
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||||||||||||
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Deferred tax liabilities
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5,389,536
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-
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-
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5,389,536
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||||||||||||
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Total liabilities
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61,589,791
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3,425
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-
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61,593,216
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||||||||||||
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Shareholders’ equity
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||||||||||||||||
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Common stock at $0.0001 par value; 500,000,000 shares authorized; 5,891,000 shares issued and outstanding
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-
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589
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1,411
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(1)(4)
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2,000
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|||||||||||
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Kirin China –Common stock at $1 par value, 50,000 shares authorized, issued and outstanding
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50,000
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-
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(50,000
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)(2)
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-
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|||||||||||
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Additional paid in capital
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33,966,850
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44,961
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1,352,772
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(2)(3)(4)
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35,364,583
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|||||||||||
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Subscription receivable
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(50,000
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)
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50,000
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(2)
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-
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|||||||||||
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Statutory reserve
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407,537
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407,537
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||||||||||||||
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Retained earnings
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30,849,088
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(25,817
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)
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25,817
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(3)
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30,849,088
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||||||||||
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Accumulated other comprehensive income
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3,225,916
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-
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-
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3,225,916
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||||||||||||
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Total shareholders’ equity
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68,449,391
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19,733
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1,380,000
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69,849,124
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||||||||||||
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Total Liabilities and Shareholders’ Equity
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$
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130,039,182
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$
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23,158
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$
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1,380,000
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$
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131,442,340
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||||||||
PRO FORMA EARNINGS PER SHARE
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Year Ended
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Year Ended
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Year Ended
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|||||||||
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December 31,
2010
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December 31,
2009
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December 31,
2008
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|||||||||
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Net income attributable to holders of common shares
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$
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20,893,604
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$
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8,152,231
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$
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1,468,945
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||||||
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Net income Per Share
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||||||||||||
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Basic and diluted
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$
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1.05
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$
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0.41
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$
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0.08
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||||||
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Weighted average number of common shares outstanding
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||||||||||||
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Basic and diluted
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20,000,000
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(5)
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20,000,000
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(5)
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18,844,000
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(5)
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||||||
Notes to Pro Forma Financial Information
On March 1, 2011, the Company acquired Kirin China, that, through its subsidiary and controlled operations in the People’s Republic of China (the “PRC” or “China”), is in the business of the development and sale of residential and commercial real estate properties, and development of land lots in Xingtai city, Hebei province, China.
On March 1, 2011 (the “Closing Date”), pursuant to the terms of the Share Exchange Agreement, the Company has acquired Kirin China by agreeing to issue 18,547,297 shares of common stock of the Company.
As a result of the transactions described above, the Company became the record and beneficial owner of 100% of the share capital of Kirin China and therefore owns 100% of the share capital of its subsidiaries.
Pursuant to the terms of the Share Exchange Agreement, Kirin China’s officers and directors were appointed as the Company’s officers and directors, and Mr. LisanRahman resigned as a director and from all offices that he then held effective immediately. The transaction was regarded as a reverse merger whereby Kirin China was considered to be the accounting acquirer.
On the Closing Date and immediately following the closing of the Share Exchange Agreement, the Company completed a private offering (the “Offering”) of investment units (each a “Unit” and collectively, the “Units”) each Unit consisting of 4 shares of common stock, a three-year series A warrant to purchase 1 share of common stock of the Company, at an exercise price of $6.25 per share (the “Series A Warrants”) and a three-year Series B warrant to purchase 1 share of common stock of the Company, at an exercise price of $7.50 per share (the “Series B Warrants” and collectively with the Series A Warrants, the “Investor Warrants”). An aggregate of 69,000 Units were sold in the Offering for gross proceeds to the Company of $1,380,000. As a result of the Offering, the Company issued an aggregate of 276,000 shares of its common stock and warrants to acquire an aggregate of 138,000 shares of our common stock to the investors in the Offering. The exercise price for Investor Warrants is subject to a downward ratchet provision. As a result, the fair value of Investor Warrants will be classified as liability and the changes in the fair value of Investor Warrants will be recognized in earnings until such time as the Investor Warrants are exercised or expired. In addition, the Company issued 880,000 shares of common stock to the Placement Agent in connection with the Offering.
As a result of the Share Exchange Agreement and the Offering, the Company will have 20,000,000 shares of common stock issued and outstanding.
The preceding pro forma combined balance sheet and earnings per share represents the combined financial position of Kirin China and its subsidiaries, and the Company as of December 31, 2010, as if the closing of the Share Exchange Agreement and the Offering occurred on January 1, 2009.
The pro forma combined financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved if the acquisition of Kirin China and its subsidiaries the Company, and the Offering had been consummated as of the beginning of the period indicated, nor is necessarily indicative of the results of future operations.
Assumptions and adjustments:
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(1)
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At closing and pursuant to the Share Exchange Agreement, the Company acquired all of the issued and outstanding capital stock of Kirin China in exchange for the issuance of 18,547,297 common shares of the Company. Immediately prior to the share exchange, 3,094,297 restricted shares of the Company’s common stock then outstanding were cancelled and retired, and 2,500,000 shares of the Company’s common stock were cancelled pursuant to the Spin-Out in which the Company sold its 80%-owned subsidiary Ciglarette International, LLC to Mr. LisanRahman;
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(2)
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At closing, common stock and subscription receivable of Kirin China will be reclassified to additional paid-in-capital to reflect the additional shares of common stock issued as part of the Share Exchange Agreement;
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(3)
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At closing, accumulated losses of the Company will be reclassified to additional paid-in-capital to reflect the consequence of the reverse merger transaction;
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(4)
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On the Closing Date and immediately following the share exchange, the Company completed a private offering (the “Offering”) of investment units (each a “Unit” and collectively, the “Units”) each Unit consisting of 4 shares of common stock, a three-year series A warrant to purchase 1 share of common stock of the Company, at an exercise price of $6.25 per share (the “Series A Warrants”) and a three-year Series B warrant to purchase 1 share of common stock of the Company, at an exercise price of $7.50 per share (the “Series B Warrants” and collectively with the Series A Warrants, the “Investor Warrants”). An aggregate of 69,000 Units were sold in the Offering for gross proceeds to the Company of $1,380,000. Accordingly, the Company issued 276,000 shares of its common stock and 69,000 and 69,000 Series A Warrants and Series B Warrants, respectively.
In addition, the Company issued 880,000 shares of its common stock the Placement Agent, in connection with the Offering;
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(5)
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The pro forma additional shares of 1,156,000 shares issued on March 1, 2011 are presented as if it occurred on January 1, 2009.
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