Exhibit 99.1
The financial statements for the first half year ended June 30, 2024 of Top KingWin Ltd (the “Company”, “we” or “us”) included herein have not been audited by the Company’s independent registered accounting firm.
TOP KINGWIN LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2024
AND DECEMBER 31, 2023
(In USD)
| June 30, 2024 | December 31, 2023 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | 3,098,787 | $ | 4,618,670 | ||||
| Restricted cash | - | 30,310 | ||||||
| Accounts receivable, net | 297,161 | 504,472 | ||||||
| Prepayments | 51,394 | 203,126 | ||||||
| Due from related parties | 472,180 | 1,119,099 | ||||||
| Other receivables | 234,559 | 137,691 | ||||||
| Total current assets | 4,154,081 | 6,613,368 | ||||||
| NON-CURRENT ASSETS | ||||||||
| Property and equipment, net | 170,972 | 213,891 | ||||||
| Intangible assets, net | 71,425 | 46,365 | ||||||
| Operating lease right-of-use assets | 246,923 | 353,471 | ||||||
| Goodwill | 2,973,850 | 2,973,850 | ||||||
| Other non-current assets | 28,541 | 36,164 | ||||||
| Total non-current assets | 3,491,711 | 3,623,741 | ||||||
| TOTAL ASSETS | $ | 7,645,792 | $ | 10,237,109 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable | 334,718 | 497,484 | ||||||
| Accounts payable - related party | 9,977 | 146,903 | ||||||
| Operating lease liabilities - current | 197,982 | 192,159 | ||||||
| Advance from clients | 479,327 | 626,851 | ||||||
| Due to related parties | 163,814 | 213,789 | ||||||
| Taxes payable | 10,776 | 64,120 | ||||||
| Accruals and other payables | 952,442 | 928,965 | ||||||
| Total current liabilities | 2,149,036 | 2,670,271 | ||||||
| Operating lease liabilities - non-current | 52,797 | 161,886 | ||||||
| Total non-current liabilities | 52,797 | 161,886 | ||||||
| TOTAL LIABILITIES | $ | 2,201,833 | $ | 2,832,157 | ||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Class A ordinary shares, $0.0001 par value, 300,000,000 shares authorized, 10,963,040 and 13,963,040 shares issued and outstanding as of December 31, 2023 and June 30, 2024* | $ | 1,396 | $ | 1,096 | ||||
| Class B ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 3,786,960 shares issued and outstanding as of December 31, 2023 and June 30, 2024 | 379 | 379 | ||||||
| Additional paid-in capital | 10,016,212 | 8,275,034 | ||||||
| Statutory reserve | 282,545 | 282,545 | ||||||
| (Accumulated deficits) Retained earnings | (4,589,136 | ) | (928,311 | ) | ||||
| Accumulated other comprehensive loss | (267,437 | ) | (225,791 | ) | ||||
| Total shareholders’ equity | 5,443,959 | 7,404,952 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 7,645,792 | $ | 10,237,109 | ||||
| * | Giving retroactive effect to the nominal issuance of shares effected on January 10, 2023 |
TOP KINGWIN LTD
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND
COMPREHENSIVE (LOSS) INCOME FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(In USD)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| REVENUES | 1,351,121 | 2,814,664 | ||||||
| COST OF REVENUES | (981,389 | ) | (746,661 | ) | ||||
| GROSS PROFIT | 369,732 | 2,068,003 | ||||||
| OPERATING EXPENSES | ||||||||
| Selling expenses | (611,938 | ) | (1,203,472 | ) | ||||
| General and administrative expenses | (3,444,910 | ) | (1,877,461 | ) | ||||
| Total operating expenses | (4,056,848 | ) | (3,080,933 | ) | ||||
| LOSS FROM OPERATIONS | (3,687,116 | ) | (1,012,930 | ) | ||||
| OTHER INCOME (EXPENSE), NET | ||||||||
| Other income | 122,261 | 58,524 | ||||||
| Other expense | (35,129 | ) | (6,638 | ) | ||||
| Total other income, net | 87,132 | 51,886 | ||||||
| NET LOSS BEFORE INCOME TAXES | (3,599,984 | ) | (961,044 | ) | ||||
| Income tax expense | (60,841 | ) | (117,629 | ) | ||||
| NET LOSS | $ | (3,660,825 | ) | $ | (1,078,673 | ) | ||
| Other comprehensive loss | ||||||||
| Foreign currency translation loss | (41,646 | ) | (65,734 | ) | ||||
| TOTAL COMPREHENSIVE LOSS | $ | (3,702,471 | ) | $ | (1,144,407 | ) | ||
| Basic and diluted loss per share* | $ | (0.21 | ) | $ | (0.08 | ) | ||
| Weighted average number of common shares outstanding - basic and diluted* | 17,750,000 | 13,115,278 | ||||||
| * | Giving retroactive effect to the nominal issuance of shares effected on January 10, 2023 |
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TOP KINGWIN LTD
UNAUDITED INTERIM CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND 2023
(In USD)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities | ||||||||
| Net loss | $ | (3,660,825 | ) | $ | (1,078,673 | ) | ||
| Adjustments to reconcile net income to cash (used in) operating activities: | ||||||||
| Provision (reverse) for doubtful accounts | (14,357 | ) | 114,462 | |||||
| Depreciation and amortization | 48,661 | 144,947 | ||||||
| Non-cash operating lease expenses | 106,548 | - | ||||||
| Share-based compensation expenses | 1,773,600 | - | ||||||
| Foreign exchange gain | (42,850 | ) | - | |||||
| Deferred tax expenses | - | 118,159 | ||||||
| Changes in assets and liabilities | ||||||||
| Accounts receivable | 238,212 | (761,458 | ) | |||||
| Other receivables | (96,868 | ) | (68,925 | ) | ||||
| Prepayments | 151,732 | (366,835 | ) | |||||
| Accounts receivable - related party | - | (379,248 | ) | |||||
| Due from related parties | (234,387 | ) | - | |||||
| Other non-current assets | 7,623 | 1,971 | ||||||
| Accounts payable | (162,766 | ) | 257,028 | |||||
| Accruals and other payables | 23,477 | 1,026,012 | ||||||
| Advance from clients | (147,524 | ) | 423,795 | |||||
| Taxes payable | (53,344 | ) | 43,880 | |||||
| Operating lease liabilities | (103,266 | ) | (102,504 | ) | ||||
| Net cash used in operating activities | (2,166,334 | ) | (627,389 | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | (5,690 | ) | 13,284 | |||||
| Purchase of intangible assets | (29,761 | ) | (4,028,815 | ) | ||||
| Net cash used in investing activities | (35,451 | ) | (4,015,531 | ) | ||||
| Cash flows from financing activities | ||||||||
| IPO proceeds net of deferred offering cost | - | 8,047,056 | ||||||
| Due from related parties | 881,306 | - | ||||||
| Due to related parties | (186,901 | ) | (1,099,907 | ) | ||||
| Net cash provided by financing activities | 694,405 | 6,947,149 | ||||||
| Effect of exchange rates on cash | (42,813 | ) | (65,734 | ) | ||||
| Net increase (decrease) in cash and restricted cash | (1,550,193 | ) | 2,238,495 | |||||
| Cash and restricted cash at beginning of period | 4,648,980 | 2,654,185 | ||||||
| Cash and restricted cash at end of period | $ | 3,098,787 | $ | 4,892,680 | ||||
| Cash at end of period | $ | 3,098,787 | $ | 4,892,680 | ||||
| Restricted cash at end of period | - | - | ||||||
| Cash and restricted cash at end of period | $ | 3,098,787 | $ | 4,892,680 | ||||
| Supplemental disclosure information | ||||||||
| Cash paid for interest expenses | $ | - | $ | - | ||||
| Cash paid for income tax | $ | 420 | $ | - | ||||
| Supplemental disclosure of non-cash financing activities: | ||||||||
| Operating lease asset obtained in exchange for operating lease obligation | $ | - | $ | 103,499 | ||||
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TOP KINGWIN LTD
Notes to the Condensed Interim Consolidated Financial Statements
Unaudited - Expressed in United States Dollars
For the six months ended June 30, 2024 and 2023
| 1. | General information and basis of presentation |
General information
Top KingWin Ltd and its consolidated subsidiaries (collectively referred to as the “Group” or the “Company”) primarily provide three main corporate services, including corporate business training, corporate consulting, advisory and transaction services to its clients in the People’s Republic of China (the “PRC”).
Top KingWin Ltd (Referred as “KingWin”) is a holding company incorporated in Cayman Island on February 16, 2022 under the laws of the Cayman Islands. The Company has no substantial operations other than holding all of the outstanding share capital of Sky Kingwin Ltd (Referred as “KingWin BVI”) established under the laws of the British Virgin Islands on March 15, 2022. KingWin BVI is also a holding company holding all of the outstanding equity of SKY KINGWIN (HK) LIMITED (Referred as “KingWin HK”) which was incorporated in Hong Kong on April 19, 2022. KingWin HK is a holding company holding all of the outstanding equity of Guangdong Tiancheng Jinhui Enterprise Development Co., Ltd. (Referred as “Tiancheng Jinhui”) which was established on October 25, 2018 under the law of the PRC.
Basis of Presentation
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”).
The accompanying unaudited interim condensed consolidated balance sheet as of June 30, 2024, the unaudited interim condensed consolidated statements of (loss) income and comprehensive (loss) income and cash flows for the six months ended June 30, 2024 and 2023, and the related footnote disclosures are unaudited. These unaudited interim condensed consolidated financial statements of the Company are prepared in accordance with U.S. GAAP for interim financial statements using accounting policies that are consistent with those used in the preparation of the Company’s audited consolidated financial statements for the year ended December 31, 2023. These unaudited interim condensed consolidated financial statements do not include all of the information and footnotes required by U.S. GAAP for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited interim condensed consolidated financial statements contain all normal recurring adjustments necessary to present fairly the consolidated financial position, operating results and cash flows of the Company for each of the periods presented. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2023.
| 2. | Revenue recognition |
The Company’s revenues are recognized when persuasive evidence of an arrangement exists, service has occurred, and all performance obligations have been performed pursuant to the terms of the agreement, the sales price is fixed or determinable and collectability is reasonably assured. The Company revenue agreements generally do not include a right of return in relation to the delivered products or services. Depending on the terms of the agreement and the laws that apply to the agreement, service obligations may be delivered over time or at a point in time. Control of the services is transferred over time if the Company’s performance:
| - | provides all of the benefits received and consumed simultaneously by the client; | |
| - | creates and enhances an asset that the client controls as the Company performs; or | |
| - | does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance complete to date. |
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If control of services transfers over time, revenue is recognized over the period of the agreement by reference to progress toward complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the client obtains control of the services.
The Company currently generates its revenue from the following table presents revenues by service categories for the six months ended June 30, 2024 and 2023, respectively:
| For the Six Months Ended June 30, | ||||||||||||||||
| 2024 | 2023 | |||||||||||||||
| Service Category | $ | % of revenues | $ | % of revenues | ||||||||||||
| Advisory and transaction services | 146,515 | 10.8 | % | 1,256,894 | 44.7 | % | ||||||||||
| Corporate business training services | 454,357 | 33.6 | % | 1,483,471 | 52.7 | % | ||||||||||
| Corporate consulting services | 654,398 | 48.4 | % | 74,299 | 2.6 | % | ||||||||||
| Others | 95,851 | 7.1 | % | - | - | % | ||||||||||
| Total revenues | 1,351,121 | 100 | % | 2,814,664 | 100 | % | ||||||||||
Timing of revenue recognition
| For the six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Point in Time | 1,351,121 | 2,814,664 | ||||||
| Over Time | - | - | ||||||
| Total Revenue | 1,351,121 | 2,814,664 | ||||||
The major customers which individually contributed more than 10% of total revenue of the Group for the six months ended June 30, 2024 and 2023 are listed as below:
| For the six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Customer A | - | 19 | % | |||||
| Customer B | - | 12 | % | |||||
| Customer C | - | 11 | % | |||||
| 3. | Expenses by nature |
| For the six months ended June 30, | ||||||||
| 2024 | 2023 | |||||||
| Cost of revenue (Note 3 (i)) | 981,389 | 746,661 | ||||||
| Payroll and employee benefits (Note 3 (ii)) | 2,923,687 | 1,270,038 | ||||||
| Depreciation and amortization (Note 3 (iii)) | 48,661 | 144,947 | ||||||
| Professional services fee | 702,628 | 811,843 | ||||||
| Provision (reverse) for credit loss | (14,357 | ) | 114,462 | |||||
| Office and other expenses | 396,229 | 739,643 | ||||||
| Total cost of revenue, administrative expenses and selling expenses | 5,038,237 | 3,827,594 | ||||||
| For the Six Months Ended June 30, | ||||||||
| i) Service Category | 2024 | 2023 | ||||||
| Advisory and transaction services | - | - | ||||||
| Corporate business training services | 257,121 | 674,499 | ||||||
| Corporate consulting services | 724,268 | 72,162 | ||||||
| Others | - | - | ||||||
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| For the Six Months Ended June 30, 2024 and 2023 | ||||||||
| ii) Payroll and employee benefits: | 2024 | 2023 | ||||||
| Payroll and employee benefits incurred and classified as selling and administration expenses: | ||||||||
| Salaries, allowances, bonus, benefits and in kind | 1,150,087 | 1,270,038 | ||||||
| Contributions to defined contribution retirement plan | - | - | ||||||
| Share based payments | 1,773,600 | - | ||||||
| Payroll and employee benefits incurred and classified as cost of revenue | 230,241 | 285,087 | ||||||
| For the Six Months Ended June 30, 2024 and 2023 | ||||||||
| iii) Depreciation and amortization： | 2024 | 2023 | ||||||
| Property and equipment | 43,960 | 13,129 | ||||||
| Intangible assets | 4,701 | 26,656 | ||||||
| Right of use assets | 106,548 | 105,162 | ||||||
| 4. | Loss per share |
(a) Basic loss per ordinary share
The calculation of basic loss per ordinary share is based on the loss attributable to ordinary equity shareholders of the Company divided by the weighted average number of ordinary shares outstanding.
(b) Diluted loss per ordinary share
Diluted loss per ordinary share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potential dilutive ordinary shares.
There was no difference between basic and diluted loss per ordinary share during the six months ended June 30, 2024 and 2023.
The following table sets forth the basic and diluted net loss per share computation and provides a reconciliation of the numerator and denominator for the six months ended June 30, 2024 and 2023 presented:
| As of June 30, | ||||||||
| 2024 | 2023 | |||||||
| Numerator: | ||||||||
| Net loss attributable to Top KingWin’s shareholders | (3,660,825 | ) | (1,078,673 | ) | ||||
| Denominator: | | | ||||||
| Weighted average number of ordinary shares outstanding-basic and diluted* | 17,750,000 | 13,115,278 | ||||||
| Denominator for basic and diluted net loss per share calculation | 17,750,000 | 13,115,278 | ||||||
| Basic and diluted net loss per share attributable to ordinary shareholders of Top KingWin’s shareholders | (0.21 | ) | (0.08 | ) | ||||
| 5. | Property, equipment and intangible assets |
During the six months ended June 30, 2024, the Group incurred capital expenditure on property, equipment and intangible assets with a cost of $ 35,451 (six months ended June 30, 2023: $ 4,015,531).
For the six-month ended June 30, 2024 and 2023, no impairment losses were recognized with respect to property, equipment, and intangible assets.
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| 6. | Business combination and goodwill |
In December 2023, Sky KingWin Ltd (referred to as “Buyer”) entered into an agreement with Future Scope Advisors LTD, Visionary Strategies LTD, Mr. Zhiliang Hu and Ms. Li Qian . This agreement allowed the Buyer to acquire 100% equity interest in Industrial Insights Consulting LTD. The Seller, consisting of Future Scope Advisors LTD (referred to as “Seller 1”), Visionary Strategies LTD (referred to as “Seller 2”), Zhiliang Hu (referred to as “Seller 3”), and Li Qian (referred to as “Seller 4”), collectively owned shares in Industry Insights Consulting LTD. Therefore, through the agreement with Industry Insights Consulting LTD, Sky KingWin Ltd obtained complete ownership of Industrial Insights Consulting LTD. The total cash transfer consideration of the transaction was $4,000,000.
The acquisition of the 100 % equity interest in Industrial Insights Consulting LTD. was completed on December 20 2023 and was accounted for as a business combination using the purchase method of accounting. The purchase price allocation of the transaction was determined by the Company with the assistance of an independent appraisal firm based on the estimated fair value of the assets acquired and liabilities assumed as of the acquisition date. The most significant variables in the valuation are discount rate, terminal value, the number of years on which to base the cash flow projections, as well as the assumptions and estimates used to determine the cash inflows and outflows.
The purchase price allocation to assets acquired and liabilities assumed as of the date of acquisition was as follows:
| Amounts | ||||
| Cash acquired | $ | 28,320 | ||
| Accounts receivable, net | 97,271 | |||
| Prepayments | 10,095 | |||
| Other receivables, net | 1,128,868 | |||
| Property and equipment, net | 4,906 | |||
| Intangible assets, net | 7,796 | |||
| Accounts payable | (120,591 | ) | ||
| Advance from clients | (1,822 | ) | ||
| Accrued expenses and other payables | (128,693 | ) | ||
| Goodwill | 2,973,850 | |||
| Total consideration | $ | 4,000,000 | ||
The impairment loss of goodwill for the six months ended June 30, 2024 was nil.
| 7. | Share-based payments |
The Corporation’s 2024 Equity Incentive Plan was formally adopted on February 22, 2024, with the objectives of fostering long-term corporate success, attracting and retaining high-caliber personnel, and aligning the interests of employees with those of the shareholders. The Plan encompasses a variety of equity grant options. In April 2024, under this scheme, a total of 3,000,000 Class A Ordinary Shares were granted to 11 employees and vested immediately and the exercise price was $0.5911 per share on May 1, 2024. The expense recognized for share-based compensation for the six-month period concluding on June 30, 2024, amounted to USD 1,773,300. Detailed information regarding the issuance and vesting of common shares is provided below:
| 8. | Equities Roll forward Schedule |
| Class A ordinary shares | Class B ordinary shares | Additional paid-in | Statutory | (Accumulated deficits) | Accumulated other comprehensive | Total shareholders’ | ||||||||||||||||||||||||||||||
| Shares* | Amount | Shares* | Amount | capital | reserve | earnings | income (loss) | equity | ||||||||||||||||||||||||||||
| Balance, December 31, 2023 | $ | 10,963,040 | $ | 1,096 | 3,786,960 | $ | 379 | $ | 8,275,034 | $ | 282,545 | $ | (928,311 | ) | $ | (225,791 | ) | $ | 7,404,952 | |||||||||||||||||
| Net loss | (3,660,825 | ) | (3,660,825 | ) | ||||||||||||||||||||||||||||||||
| Share-based payments | 3,000,000 | 300 | 1,741,178 | 1,741,478 | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | (41,646 | ) | (41,646 | ) | ||||||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | 13,963,040 | $ | 1,396 | 3,786,960 | $ | 379 | $ | 10,016,212 | $ | 282,545 | $ | (4,589,136 | ) | $ | (267,437 | ) | $ | 5,443,959 | |||||||||||||||||
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| 9. | Material related party transactions |
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. The related parties that had transactions or balances with the Company for the six months ended June 30, 2023 and 2024 consisted of:
| Name of Related Parties | Relationship with the Company | |
| Guangzhou Tiancheng Capital Management Group Co., Ltd. (“Tiancheng Capital”) | The former shareholder of Tiancheng Jinhui from June 18, 2020 to June 30, 2022. And as of December 31, 2023, Mr. Ruilin Xu still holds 48.62% equity interest in Guangzhou Tiancheng Capital Management Group Co., Ltd. (“Tiancheng Capital”). The Company provided advisory and transaction services for Tiancheng Capital. | |
| Mr. Ruilin Xu | The Company’s Chief Executive Officer and director, paid certain professional fees or salaries on behalf of the company. | |
| Mr. Siqi Cao | The Company’s director, paid certain professional fees on behalf of the Company. | |
| Shenzhen CIC Consulting Co., Ltd. | Mr. Zhiliang Hu holds 30% equity interest in Shenzhen Zhongtou Business Consulting Co., Ltd. | |
| Shenzhen Zhongtou Shunshi Investment Management Co.,Ltd. | Mr. Zhiliang Hu holds 50% equity interest in Shenzhen Zhongtou Shunshi Investment Management Co.,Ltd. | |
| Shenzhen Qianhai Jingwei Wisdom Investment Consultant Co.,Ltd. | Both Mr. Zhiliang Hu and Ms. Xiaohuang Hong each hold a 50% equity interest in Shenzhen Zhongtou Big Data Technology Co., Ltd. Additionally, Ms. Xiaohuang Hong holds a 50% equity interest in Shenzhen Qianhai Jingwei Wisdom Investment Consultant Co., Ltd. | |
| Shenzhen Zhongtou Industrial Planning & Consulting Co.,Ltd. | Mr. Zhiliang Hu holds 50% equity interest in Shenzhen Zhongtou Industrial Planning & Consulting Co. | |
| Shenzhen Zhongtou Big Data Technology Co.,Ltd. | Both Mr. Zhiliang Hu and Ms. Xiaohuang Hong each hold a 50% equity interest in Shenzhen Zhongtou Big Data Technology Co., Ltd. | |
| Ms. Li Qian | Ms. Li Qian is the spouse of Mr. Zhiliang Hu. | |
| Shenzhen Zhongtou Industrial Treasure Network Co.,Ltd. | Mr. Zhiliang Hu holds 50% equity interest in Shenzhen Zhongtou Industrial Treasure Network Co. | |
| Mr. Zhiliang Hu | Mr. Zhiliang Hu holds 50% equity interest in Shenzhen Zhongtou Shunshi Investment Management Co., Ltd. | |
| Infinity worldwide holding.,Ltd. | Infinity worldwide holding., Ltd is the shareholders of the company and holds 2.847% interest rights. | |
| Shaanxi Tiancheng Jinhui Investment Co., Ltd. (Formally known as “Shaanxi Tiancheng Enterprise Management Consulting Co., Ltd.”) | Shaanxi Tiancheng Jinhui Investment Co., Ltd. is one of the Company’s suppliers, and Tiancheng Capital holds 52% equity interest in the party until December 8, 2021. | |
| Guangzhou Tianyi Technology Co., Ltd. (Formally known as “Tiancheng New Retail Investment Holding (Guangdong) Co., Ltd.”) | Guangzhou Tianyi Technology Co., Ltd. is one of the Company’s suppliers, and Tiancheng Capital holds 51% equity interest in the party since March 3, 2020. | |
| Shenzhen Investment Consulting Co., Ltd. | As of September 13, 2024, Mr. Zhiliang Hu hold 30% equity interest in Shenzhen Investment Consulting Co., Ltd. | |
| Mr. Guangyuan Wei | As of November 5, 2024, Mr. Guangyuan Wei is the CEO and Chairman of Chongqing Tiancheng Jinhui Enterprise Management Consulting Co., Ltd. | |
| Mr. Hongqing Zhang | Mr. Hongqing Zhang is the supervisors of Guangdong Tiancheng Jinhui Enterprise Development Group Co., Ltd. |
Key management personnel compensation
| As of June 30, | As of June 30, | |||||||
| 2024 | 2023 | |||||||
| Short-term employment benefits (excluding discretionary bonus) | 134,885 | 134,652 | ||||||
| Discretionary bonus | 3,004 | 10,474 | ||||||
| Share based payments | 1,773,600 | - | ||||||
Except for the above, there is no other transactions between with the company and its related parties for the six months ended June 30, 2024 and 2023.
8
Balances with related parties
| June 30, | December 31, | |||||||
| 2024 | 2023 | |||||||
| Accounts payable-related party | ||||||||
| Guangzhou Tiancheng Capital Management Group Co., Ltd. | $ | 9,977 | $ | 146,903 | ||||
| $ | 9,977 | $ | 146,903 | |||||
| Due from related parties | ||||||||
| Shenzhen CIC Consulting Co., Ltd. | $ | - | $ | 502,314 | ||||
| Shenzhen Zhongtou Shunshi Investment Management Co. | 131,252 | 357,967 | ||||||
| Shenzhen Qianhai Jingwei Wisdom Investment Consultant Co. | 16,788 | 29,958 | ||||||
| Shenzhen Zhongtou Industrial Planning & Consulting Co. | 45,809 | 101,692 | ||||||
| Shenzhen Zhongtou Big Data Technology Co. | 16,334 | 25,606 | ||||||
| Mr. Guangyuan Wei | 1,238 | - | ||||||
| Ms. Li Qian | - | 12,253 | ||||||
| Mr. Zhiliang Hu | - | 2,336 | ||||||
| Shenzhen Investment Consulting Co., Ltd. | 218,953 | - | ||||||
| Shenzhen Zhongtou Industrial Treasure Network Co. | 40,538 | 86,973 | ||||||
| Mr. Hongqing Zhang | 1,268 | - | ||||||
| $ | 472,180 | $ | 1,119,099 | |||||
| Due to related parties | ||||||||
| Mr. Ruilin Xu (the Company’s Chief Executive Officer) | $ | 29,035 | $ | 29,719 | ||||
| Infinity worldwide holding ltd | 120,674 | 120,674 | ||||||
| Shenzhen Qianhai Jingwei Wisdom Investment Consultant Co. | - | 2,817 | ||||||
| Shenzhen Zhongtou Industrial Planning & Consulting Co. | - | 10,578 | ||||||
| Shenzhen Zhongtou Industrial Treasure Network Co. | - | 25,775 | ||||||
| Ms. Li Qian | - | 24,226 | ||||||
| Mr. Zhiliang Hu | 14,105 | - | ||||||
| $ | 163,814 | $ | 213,789 | |||||
| 10. | Subsequent Event |
On September 5, 2024, the Company entered into a securities purchase agreement with 25 investors (the “Purchasers”), pursuant to which the Company agreed to sell up to $38,000,000 of Class A ordinary shares, par value $0.0001 each (the “Class A Ordinary Shares”), at a per share purchase price of $0.23 (the “Offering”). Upon satisfying all closing conditions, the Offering was consummated on September 10, 2024. The Company issued a total of 165,217,391 restricted Class A Ordinary Shares to the Purchasers. Upon closing of the Offering and as of the date of this report, there are 179,180,431 Class A Ordinary Shares issued and outstanding and 3,786,960 Class B ordinary shares, par value $0.0001 each, issued and outstanding.
The Company plans to use the proceeds from this Offering to launch its AI powered IT solution business. The Company, through its subsidiary in China, plan to purchase servers and chips, leveraging its supply chain advantages, customize such hardware by installing AI-powered system and software solutions, and ultimately offer such integrated solutions to clients in the intelligent manufacturing, urban construction, and healthcare industries.
On November 25, 2024, the Company entered into a securities purchase agreement with a selling shareholder (the “Selling Shareholder”). Following the fulfillment of all closing conditions, the Company issued a convertible note to the Selling Shareholder on November 26, 2024, in the original principal amount of $2,500,000 (the “Convertible Note”). The Convertible Note carries an annual interest rate of 11.75%, subject to periodic adjustments in accordance with its terms. The entire principal and any accrued interest on the Convertible Note will be due and payable twelve months after its issuance. The Selling Shareholder, however, has the option to extend the maturity for an additional twenty-four months, subject to mutual agreement. The Convertible Note includes an original issue discount of 10%. The Company is prohibited from prepaying any portion of the outstanding principal, accrued interest, or any unpaid late charges, if applicable. At any time after issuance, the Convertible Note may be converted into validly issued, fully paid, and non-assessable Class A Ordinary Shares in accordance with its terms and conditions. In the event of a Default, as defined in the Convertible Note, the Selling Shareholder may require the Company to redeem all or part of the Convertible Note by providing written notice.
On December 30, 2024, Sky KingWin Ltd (“Sky KingWin”), a wholly-owned subsidiary of the Company, entered into certain share purchase agreement (the “Asset Disposition SPA”) with Industry Insights Consulting LTD (the “Target”), a wholly-owned subsidiary of Sky KingWin, and Bosera Asset Management Co., Ltd., a New York company. The Purchaser agreed to purchase the Target in exchange for cash consideration of USD 480,000 (the “Purchase Price”), the payment of which was due by January 15, 2025.
On January 14, 2025, Sky KingWin and Bosera Asset Management Co., Ltd entered into a supplemental agreement to the Asset Disposition SPA (the “Supplemental Agreement”) and stipulated that the payment date for the Purchase Price is extended until March 31, 2025 (the “Extended Payment Date”). If the Purchase Price is not fully paid by the Extended Payment Date, a penalty of 1% will be applied to the remaining unpaid balance for each day the Purchase Price is delayed. All other terms of the SPA remain unchanged.
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