Attached files
| file | filename |
|---|---|
| EX-99.2 - UNAUDITED FINANCIAL STATEMENTS - China Teletech Holding Inc | f8k111317a1ex99-2_chinatele.htm |
| EX-99.1 - AUDITED FINANCIAL STATEMENTS - China Teletech Holding Inc | f8k111317a1ex99-1_chinatele.htm |
| EX-21.1 - LIST OF SUBSIDIARIES - China Teletech Holding Inc | f8k111317a1ex21-1_chinatele.htm |
| EX-2.1 - SHARE EXCHANGE AGREEMENT DATED AS OF NOVEMBER 15, 2016 BY AND AMONG THE COMPANY, - China Teletech Holding Inc | f8k111317a1ex2-1_chinatele.htm |
| 8-K/A - AMENDMENT NO.1 TO FORM 8-K - China Teletech Holding Inc | f8k111317a1_chinateletech.htm |
Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA
The following unaudited pro forma condensed combined statement of operations of China Teletech Holding, Inc. (“CNCT” or the "Company") gives effect to the merger of CNCT and Liaoning Kunchengyuan Internet Technology Co. Ltd. (formerly known as Kuncheng Education Investment Co. Ltd.) ("LKIT") as if such transaction occurred at the beginning of the periods presented. The unaudited pro forma condensed combined statement of operations for the period ended March 31, 2017 is derived from the unaudited financial statements of CNCT for the period ended March 31, 2017 and unaudited financial statements of LKIT for the period ended March 31, 2017.
The unaudited pro forma condensed combined balance sheet at March 31, 2017 gives effect to the Merger of CNCT and LKIT as if such transaction occurred on March 31, 2017. The unaudited pro forma condensed combined balance sheet is derived from the unaudited balance sheets of CNCT and LKIT as of March 31, 2017.
The unaudited pro forma condensed combined financial data do not reflect the effects of any anticipated changes to be made by LKIT in its operations from the historical operations and are presented for informational purposes only and should not be construed to be indicating (i) the results of operations or the financial position of LKIT that actually would have occurred had the proposed merger been consummated as of the dates indicated or (ii) the results of operation or the financial position of LKIT in the future.
The proposed Merger is expected to be accounted for as an acquisition and it is the intention of the parties to continue the operations upon closing.
The following pro forma condensed combined financial data and notes are qualified in their entirety by reference to, and should be read in conjunction with, "Management's Discussion and Analysis of Financial Condition and Results of Operation," the consolidated financial statements and notes thereto of LKIT and other historical information included elsewhere in this filing.
| FFF-1 |
China Teletech Holding, Inc.
Proforma Condensed Combined Balance Sheet
As of March 31, 2017
| Elimination | ||||||||||||||||
| LKIT | CNCT | & Adjustments | Pro Forma | |||||||||||||
| Assets | ||||||||||||||||
| Cash and cash equivalents | $ | 44,992 | $ | - | $ | - | $ | 44,992 | ||||||||
| Other receivables | 14,926 | - | - | 14,926 | ||||||||||||
| Deposit and Prepaid expenses | - | 230,000 | (30,000 | )(1) | 200,000 | |||||||||||
| Investment in subsidiary | - | - | 90,000 | (1) | ||||||||||||
| (90,000 | )(2) | - | ||||||||||||||
| Amount due from director | 14,528 | - | 14,528 | |||||||||||||
| Goodwill | - | - | 156,035 | (2) | 156,035 | |||||||||||
| Total assets | $ | 74,446 | $ | 230,000 | $ | 126,035 | $ | 430,481 | ||||||||
| Liabilities and stockholders’ deficit | ||||||||||||||||
| Accounts payable | $ | - | $ | - | $ | $ | - | |||||||||
| Other tax payable | 4,557 | - | 4,557 | |||||||||||||
| Accrued liabilities and other payable | 17,005 | 79,874 | 96,879 | |||||||||||||
| Amount due to related parties | - | 477,817 | 477,817 | |||||||||||||
| Deferred revenue | 267,199 | - | 267,199 | |||||||||||||
| Total liabilities | 288,761 | 557,691 | - | 846,452 | ||||||||||||
| Stockholders’ deficit: | ||||||||||||||||
| Common stock | - | 1,736,638 | 200,000 | (1) | 1,936,638 | |||||||||||
| Registered capital | 719,966 | - | (719,966 | )(2) | - | |||||||||||
| Additional paid in capital | - | 5,693,999 | (140,000 | )(1) | 5,553,999 | |||||||||||
| Non-controlled interest | - | - | (105,014 | )(2) | (105,014 | ) | ||||||||||
| Accumulated deficit | (971,618 | ) | (7,767,298 | ) | 928,956 | (2) | (7,809,960 | ) | ||||||||
| Accumulated other comprehensive gain | 37,337 | 8,970 | (37,941 | )(2) | 8,366 | |||||||||||
| Total stockholders’ deficit | (214,315 | ) | (327,691 | ) | 126,035 | (415,971 | ) | |||||||||
| Total liabilities and stockholders’ deficit | $ | 74,446 | $ | 230,000 | $ | 126,035 | $ | 430,481 | ||||||||
| FFF-2 |
China Teletech Holding Inc.
Proforma Condensed Combined Statement of Operations
For the Three Months Ended March 31, 2017
| Elimination | ||||||||||||||||
| LKIT | CNCT | & Adjustments | Pro Forma | |||||||||||||
| Revenues | $ | 15,293 | $ | - | $ | - | $ | 15,293 | ||||||||
| Cost of revenue | - | - | - | - | ||||||||||||
| Gross profit (loss) | 15,293 | - | - | 15,293 | ||||||||||||
| Selling, general and administrative expenses | (98,944 | ) | (137,273 | ) | - | (236,217 | ) | |||||||||
| Income (loss) from operations | (83,651 | ) | (137,273 | ) | - | (220,924 | ) | |||||||||
| Other (expenses) | - | - | - | - | ||||||||||||
| Income (loss) from operations before income taxes | (83,651 | ) | (137,273 | ) | - | (220,924 | ) | |||||||||
| Income tax provision | - | - | - | - | ||||||||||||
| Net income (loss) | (83,651 | ) | (137,273 | ) | - | (220,924 | ) | |||||||||
| Non-controlled interest | - | - | 40,989 | 40,989 | ||||||||||||
| Net income(loss) attributed to the Group | (83,651 | ) | (137,273 | ) | 40,989 | (179,935 | ) | |||||||||
| Other comprehensive loss: | ||||||||||||||||
| Foreign currency translation gain | (1,183 | ) | - | 579 | (604 | ) | ||||||||||
| Comprehensive loss | $ | (84,834 | ) | $ | (137,273 | ) | $ | 41,568 | $ | (180,539 | ) | |||||
| Per share information – basic and fully diluted: | ||||||||||||||||
| Weighted average shares outstanding | 171,913,332 | 20,000,000 | 191,913,332 | |||||||||||||
| Net loss per share, basic | $ | 0.0008 | $ | 0.0009 | ||||||||||||
| FFF-3 |
China Teletech Holding Inc.
Notes to Condensed Combined Proforma Financial Statements
Note 1. Description of the Transaction
On November 15, 2016, China Teletech Holding Inc., a Florida corporation (“CNCT”), entered into certain Share Exchange Agreement (the “Kuncheng Exchange Agreement”) with Mr. Yang Kunyuan (the “Investor”) of Liaoning Kunchengyuan Internet Technology Co. Ltd. (formerly known as Liaoning Kuncheng Education Investment Co. Ltd.) a China registered corporation (“LKIT”) who is the owner of ninety-four and nine percent (94.9%) of the outstanding registered capital of LKIT. Pursuant to the terms of the Kuncheng Exchange Agreement, the Investor agreed to make a direct investment in CNCT in the form of a contribution to CNCT of 51% of registered capital of LKIT owned by the Investor (“LKIT Capital”), and CNCT agreed to issue to the Investor approximately 30,000,000 shares of common stock of the Registrant for 51% registered capital of LKIT. At the time of closing under the Kuncheng Exchange Agreement, the Investor will invest a total of 51% LKIT (representing 51% of the outstanding stock of CNCT) in CNCT, by transferring ownership of such capital to CNCT, and CNCT will issue a total of 30,000,000 shares of common stock of CNCT to the Investors in exchange for the 51% LKIT registered capital. The effect of the transaction will be to make LKIT a 51% foreign and 49% domestic jointly-owned subsidiary of CNCT, and to cause no change of control of CNCT. Following the closing, the Investors will own a total of 30,000,000 shares of common stock of CNCT representing 15.63% of its issued and outstanding common stock.
The transaction is being accounted for as an “acquisition”. The stockholders of CNCT will own a majority of the outstanding shares of CNCT’s common stock immediately following the completion of the transaction. After completion of the transaction, CNCT’s consolidated financial statements will include the assets and liabilities of LKIT and CNCT and its subsidiary. The fair market value of assets and liabilities of LKIT will be identified and the goodwill will be recognized on the acquisition date.
Note 2. Presentation
The proforma condensed combined financial statements gives effect to the transaction as if occurred at the beginning of the periods presented. The elimination and combined group adjustments are recorded as below:
| (1) | To record the consideration paid for acquisition of LKIT. |
| (2) | To eliminate and adjust on the investment in LKIT, non-controlled interest and goodwill on pro-forma. |
FFF-4