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Acquisition

9 Months Ended

Sep. 30, 2022

10. ACQUISITION

On August 6, 2021 (“Acquisition Date”), the Company through its wholly owned subsidiary Future FinTech (Hong Kong) Limited., completed its acquisition of 90% of the issued and outstanding shares of Nice Talent from Joy Rich Enterprises Limited for HK$144,000,000 (the “Purchase Price”) which shall be paid in the shares of common stock of the Company (the “Company Shares”). 60% of the Purchase Price ($11.22 million) was paid in 2,244,156 shares of common stock of the Company on August 4, 2021. 40% of the Purchase Price ($7.21 million) shall be paid in shares of common stock of the Company upon the completion of the audited reports for Nice Talent with 20% for each of the years ended on December 31, 2021 and December 31, 2022, respectively. Nice Talent has met the performance requirements for the year ended on December 31, 2021 and the first 20% of the Purchase Price in shares of common stock of the Company has been paid in July 2022, and the final 20% of the Purchase Price has not been paid in the shares of common stock of the Company to Joy Rich as of the date of this report as it is subject to the performance of Nice Talent for the year ended of December 31, 2022.

The transaction was accounted for in accordance with the provisions of ASC 805-10, Business Combinations. The Company retained an independent appraisal firm to advise management in the determination of the fair value of the various assets acquired and liabilities assumed. The values assigned in these financial statements represent management’s best estimate of fair values as of the Acquisition Date.

As required by ASC 805-20, Business Combinations—Identifiable Assets and Liabilities, and Any Non-controlling Interest, management conducted a review to reassess whether they identified all the assets acquired and all the liabilities assumed, and followed ASC 805-20’s measurement procedures for recognition of the fair value of net assets acquired.

The following table summarizes the allocation of estimated fair values of net assets acquired and liabilities assumed:

Accounts receivable	$	1,407,902
Other receivables		27,701
Other current assets		7,039
Property, plant and equipment, net		53,577
Amount Due from Related Party		38,323
Accrued expenses and other payables		(498,515	)
Net identifiable assets acquired	$	1,036,027
Less: non-controlling interests		131,165
Add: goodwill		17,164,598
Total purchase price for acquisition net of $275,624 of cash	$	18,069,460

The Company has included the operating results of Nice Talent in its consolidated financial statements since the Acquisition Date.