Exhibit 99.2
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS OF
EVERCHARM INVESTMENT LIMITED AND SUBSIDIARIES
MARCH 31, 2010 AND 2009
UNAUDITED PRO FORMA COMBINED FINANCIAL DATA
The following unaudited pro forma balance sheet has been derived from the unaudited consolidated balance sheet of Evercharm Holdings Limited (“Evercharm”) at March 31, 2010, and adjusts such information to give the effect of the acquisition of Evercharm by Healthplace Corporation (“Healthplace”)., as if the acquisition had occurred at March 31, 2010. The following pro forma EPS statement has been derived from the unaudited consolidated statements of income of Evercharm and adjusts such information to give the effect for the acquisition of Evercharm by Healthplace for the periods ended March 31, 2010 and 2009, respectively. The unaudited pro forma consolidated balance sheet and EPS statement is presented for informational purposes only and does not purport to be indicative of the financial condition that would have resulted if the acquisition had been consummated on those historical dates.
Unaudited Pro Forma Combined Earnings per Share
| | Three Months Ended March 31, | |
| | 2010 | | | 2009 | |
| | | | | | |
Net income attributable to stockholders | | 4,309,311 | | | 2,710,291 | |
| | | | | | |
Net income per Share | | | | | | |
Basic and diluted | | 0.14 | | | 0.09 | |
Weighted average shares outstanding | | | | | | |
Basic and diluted | | 30,000,000 | | | 30,000,000 | |
Unaudited Pro Forma Combined Balance Sheets
| | Evercharm | | | | | | | | | | | | | |
| | Holding | | | Healthplace | | | | | | | | | | |
| | Limited | | | Corporation | | | | | | | | | | |
| | March 31, 2010 | | | March 31, 2010 | | | Adjustments | | | | |
| | (A) | | | (B) | | | (C) | | | (D) | | | Pro Forma | |
ASSETS | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | |
Cash and cash equivalents | | 13,663,261 | | | 4,626 | | | | | | | | | 13,667,887 | |
Restricted cash | | 5,501,250 | | | | | | | | | | | | 5,501,250 | |
Accounts and notes receivable, net | | 22,389,667 | | | | | | | | | | | | 22,389,667 | |
Inventories | | 13,254,040 | | | | | | | | | | | | 13,254,040 | |
Prepayments and other receivables | | 904,989 | | | 350 | | | | | | | | | 905,339 | |
Total current assets | | 55,713,207 | | | 4,976 | | | - | | | - | | | 55,718,183 | |
| | | | | | | | | | | | | | | |
Non-current assets | | | | | | | | | | | | | | | |
Property, plant and equipment, net | | 18,439,841 | | | | | | | | | | | | 18,439,841 | |
Customers relationship, net | | 935,346 | | | | | | | | | | | | 935,346 | |
Deferred tax assets | | 423,403 | | | | | | | | | | | | 423,403 | |
| | 75,511,797 | | | 4,976 | | | - | | | - | | | 75,516,773 | |
| | | | | | | | | | | | | | | |
LIABILITIES AND EQUITY | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | |
Short-term loans | | 11,442,600 | | | | | | | | | | | | 11,442,600 | |
Accounts and notes payable | | 20,084,782 | | | | | | | | | | | | 20,084,782 | |
Amounts due to related party | | 775,021 | | | | | | | | | | | | 775,021 | |
Accrued expenses and other payables | | 1,231,586 | | | 3,675 | | | | | | | | | 1,235,261 | |
Tax payable | | 3,076,256 | | | | | | | | | | | | 3,076,256 | |
Total current liabilities | | 36,610,245 | | | 3,675 | | | - | | | - | | | 36,613,920 | |
| | | | | | | | | | | | | | | |
Non-current liabilities | | | | | | | | | | | | | | | |
Deferred tax liability | | 233,837 | | | | | | | | | | | | 233,837 | |
| | 36,844,082 | | | 3,675 | | | - | | | - | | | 36,847,757 | |
| | | | | | | | | | | | | | | |
Equity | | | | | | | | | | | | | | | |
Stockholders’ equity | | | | | | | | | | | | | | | |
Prefer stock (US$0.001 par value 100,000,000 shares authorized, nil shares issued and outstanding) | | - | | | | | | | | | | | | - | |
Common stock (US$0.001 par value, 100,000,000 shares authorized, 30,000,000 shares issued and outstanding) | | 6,435,000 | | | 3,038 | | | (6,435,000 | ) | | 26,962 | | | 30,000 | |
Additional paid-in capital | | 2,640,106 | | | 58,862 | | | 6,435,000 | | | (26,962 | ) | | 9,046,407 | |
| | | | | | | | | | | (60,599 | ) | | | |
Appropriated retained earnings | | 5,560,724 | | | | | | | | | | | | 5,560,724 | |
Unappropriated retained earnings | | 17,040,776 | | | (60,599 | ) | | | | | 60,599 | | | 17,040,776 | |
Accumulated other comprehensive income | | 2,995,099 | | | | | | | | | | | | 2,995,099 | |
Total stockholders' equity | | 34,671,705 | | | 1,301 | | | - | | | - | | | 34,673,006 | |
| | | | | | | | | | | | | | | |
Noncontrolling interest | | 3,996,010 | | | | | | | | | | | | 3,996,010 | |
Total equity | | 38,667,715 | | | 1,301 | | | - | | | - | | | 38,669,016 | |
| | 75,511,797 | | | 4,976 | | | - | | | - | | | 75,516,773 | |
Notes to Unaudited Pro Forma Combined Financial Information:
On April 8, 2010, Healthplace entered into a share exchange agreement, with Evercharm and Shengda (Group) Holdings Limited (“Shengda Holdings”), the sole shareholder of Evercharm. Pursuant to the share exchange agreement, on April 8, 2010, Healthplace acquired 100% of the issued and outstanding capital stock of Evercharm in exchange for 26,962,000 newly issued shares and 638,000 existing shares of Healthplace’s common stock, par value $0.001 per share, which constituted of 92% representing 27,600,000 of its issued and outstanding common stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the share exchange agreement.
Assumptions and Adjustments:
(A) Historical unaudited consolidated balance sheet as of March 31, 2010 of Evercharm.
(B) Value of assets and liabilities of Healthplace as of March 31, 2010 acquired and assumed in transaction.
(C)&(D) On April 8, 2010, the Evercharm's shareholder delivered to Healthplace its Evercharm common stock free and clear of all liens, in exchange for 26,962,000 newly issued shares and 638,000 existing shares of Healthplace’s common stock.