6-K
BIT ORIGIN Ltd (BTOG)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16
OR 15d-16 UNDER THE SECURITIESEXCHANGE ACT OF 1934
For the month of May 2022
Commission File Number: 001-38857
Chinaxiangtai food co., ltd.
(Translation of registrant’s name into English)
375 Park Ave, Fl 1502
New York NY 10152
T: 347-556-4747
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F x | Form 40-F ¨ |
|---|
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Explanatory Note
This Form 6-K (including the exhibit) is incorporated by reference into the Company’s Registration Statement on Form F-3 initially filed with the Securities and Exchange Commission on May 26, 2020 (Registration No. 333-238700), as amended, and the Company’s Registration Statement on Form F-3 initially filed with the Securities and Exchange Commission on January 10, 2022 (Registration No. 333-262086), as amended.
Completion of Disposition
On April 27, 2022, China Xiangtai Food Co., Ltd. (the “Company”) sold 100% equity interest in WVM Inc. and China Silanchi Holding Limited to an unrelated third party for a total of $1,000,000 pursuant to the securities purchase agreement (the “Securities Purchase Agreement”) dated March 31, 2022. As a result of the completion of such disposition, the Company’s corporate structure is as follows:
The foregoing reference of the Securities Purchase Agreement is qualified in the entirety by reference to the complete text of the Securities Purchase Agreement, which is filed as Exhibit 10.1 to this report on Form 6-K and is incorporated by reference herein.
The unaudited pro forma consolidated financial information of the Company as of June 30, 2021 and 2020, and for the fiscal years ended June 30, 2021, 2020 and 2019, and the related notes thereto, are incorporated by reference as Exhibit 99.1 to this report on Form 6-K and incorporated by reference herein.
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 5, 2022 | China Xiangtai Food Co., Ltd. | |
|---|---|---|
| By: | /s/ Lucas Wang | |
| Name: | Lucas Wang | |
| Title: | Chief Executive Officer and Chairman of the Board |
Exhibit 10.1
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (this "Agreement"), dated as of March 31, 2022, is entered into among China Xiangtai Food Co., Ltd., a Cayman Islands company ("Seller") and Ocean Planet Future Limited (the “Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.
RECITALS
WHEREAS, Seller owns all of the issued and outstanding ordinary shares of WVM Inc. and China Silanchi Holding Limited (the "Shares"), both were formed under the laws of the British Virgin Islands and are subsidiaries of the Seller; and
WHEREAS, Seller wishes to sell to Buyers, and Buyers wish to purchase from Seller, the Shares, subject to the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I****Purchase and sale
Section 1.01****Purchaseand Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 2.01), Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or other encumbrance (each, an "Encumbrance").
Section 1.02****PurchasePrice. The aggregate purchase price for the Shares shall be $1 million (the "Purchase Price"), payable in cash upon Closing (as defined in Section 2.01).
ARTICLE II****CLOSING
**Section 2.01****Closing.**The closing of the transactions contemplated by this Agreement (the "Closing") shall take place on a date mutually agreed by the parties after the date all of the conditions described in Section 2.02 are met (the "Closing Date").
Section 2.02****Conditionsto Closing. A majority of holders of the ordinary shares of the Seller shall approve the transaction contemplated herein.
Section 2.03****SellerClosing Deliverables. At the Closing, Seller shall deliver to Buyer the following:
(a) Share certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank, with all required share transfer tax stamps affixed thereto; and
(b) Copies of all resolutions of the board of directors and the shareholders of Seller authorizing the execution, delivery, and performance of this Agreement, and the other agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the "Transaction Documents") to which Seller is a party and the consummation of the transactions contemplated hereby and thereby.
Section 2.04****BuyerClosing Deliverables. At the Closing, each Buyer shall deliver to Seller the Purchase Price.
ARTICLE III****Representations and warranties of seller
Seller represents and warrants to Buyer that the statements contained in this Article III are true and correct as of the date hereof. For purposes of this Article III, "Seller's knowledge," "knowledge of Seller," and any similar phrases shall mean the actual or constructive knowledge of any director or officer of Seller, after due inquiry.
Section 3.01****Organizationand Authority of Seller. Seller is a company duly organized, validly existing, and in good standing under the laws (as defined in Section 3.03) of the Cayman Islands. Seller has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and each Transaction Document to which Seller is a party constitute legal, valid, and binding obligations of Seller enforceable against Seller in accordance with their respective terms.
Section 3.02****Organizations,Authority, and Qualification of WVM Inc. and China Silanchi Holding Limited. Each of WVM Inc. and China Silanchi Holding Limited is duly organized, validly existing, and in good standing under the Laws of British Virgin Islands and has full corporate power and authority to own, operate, or lease the properties and assets now owned, operated, or leased by it and to carry on its business as it has been and is currently conducted. Each of WVM Inc. and China Silanchi Holding Limited is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or qualification necessary.
Section 3.03****NoConflicts or Consents. The execution, delivery, and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision of the certificate of incorporation, by-laws, or other governing documents of Seller, WVM Inc. or China Silanchi Holding Limited; (b) violate or conflict with any provision of any statute, law, ordinance, regulation, rule, code, treaty, or other requirement of any Governmental Authority (collectively, "Law") or any order, writ, judgment, injunction, decree, determination, penalty, or award entered by or with any Governmental Authority ("Governmental Order") applicable to Seller, WVM Inc. or China Silanchi Holding Limited; (c) require the consent, notice, or filing with or other action by any Person (defined below) or require any permit, license, or Governmental Order; (d) violate or conflict with, result in the acceleration of, or create in any party the right to accelerate, terminate, or modify any contract, lease, deed, mortgage, license, instrument, note, indenture, joint venture, or any other agreement, commitment, or legally binding arrangement, whether written or oral (collectively, "Contracts"), to which Seller, WVM Inc. or China Silanchi Holding Limited is a party or by which Seller, WVM Inc. or China Silanchi Holding Limited is bound or to which any of their respective properties and assets are subject; or (e) result in the creation or imposition of any Encumbrance on any properties or assets of WVM Inc. or China Silanchi Holding Limited. “Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.
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ARTICLE IV****Representations and warranties of Buyer
Buyer represents and warrants to Seller that the statements contained in this Article IV are true and correct as of the date hereof. For purposes of this Article IV, "Buyer’s knowledge," "knowledge of Buyer," and any similar phrases shall mean the actual or constructive knowledge of any director or officer of Buyer, after due inquiry.
Section 4.01****Authorization;Binding Agreement. The Buyer has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (a) have been duly and validly authorized and (b) no other corporate proceedings, other than as set forth elsewhere in the Agreement, are necessary to authorize the execution and delivery of this Agreement or to consummate the transactions contemplated hereby. This Agreement has been, and shall be when delivered, duly and validly executed and delivered by the Buyer, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto, and constitutes, or when delivered shall constitute, the valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”)
Section 4.02****GovernmentalApprovals. No Consent of or with any Governmental Authority, on the part of the Buyer is required to be obtained or made in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby, other than (a) such filings as may be required in any jurisdiction in which such party is qualified or authorized to do business as a foreign corporation in order to maintain such qualification or authorization, (b) such filings as contemplated by this Agreement, (c) any filings required with NASDAQ with respect to the transactions contemplated by this Agreement, or (d) applicable requirements, if any, of the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and/ or any state “blue sky” securities laws, and the rules and regulations thereunder.
Section 4.03****Non-Contravention. The execution and delivery by the Buyer of this Agreement and the consummation of the transactions contemplated hereby, and compliance with any of the provisions hereof, will not (a) conflict with or violate any provision of the Organizational Documents of such party (if any), (b) conflict with or violate any Law, Order or Consent applicable to such party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by such party under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of such party under, (viii) give rise to any obligation to obtain any third party consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material contract of such party.
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ARTICLE V****Miscellaneous
Section 5.01****Interpretation;Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
Section 5.02****Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement.
Section 5.03****EntireAgreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, and any exhibits, the statements in the body of this Agreement will control.
Section 5.04****Successorsand Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.
Section 5.05****Amendmentand Modification; Waiver. This Agreement may only be amended**,** modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof. No single or partial exercise of any right or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other right or remedy.
Section 5.06****GoverningLaw; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any legal suit, action, proceeding, or dispute arising out of or related to this Agreement, the other Transaction Documents, or the transactions contemplated hereby or thereby may be instituted in the federal courts of the United States of America or the courts of the State of New York in each case located in the city of New York and county of New York, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, proceeding, or dispute.
Section 5.07****Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
| Seller | |
|---|---|
| China Xiangtai Food Co., Ltd. | |
| By | /s/ Zeshu Dai |
| Zeshu Dai | |
| Chief Executive Officer | |
| Buyer | |
| Ocean Planet Future Limited | |
| By | /s/ Hefeng Jia |
| Hefeng Jia | |
| Director |
Exhibit 99.1
INDEX TO FINANCIAL STATEMENTS
| UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION | |
|---|---|
| Unaudited Pro Forma Consolidated Financial Statements | F-2 |
| Notes to Unaudited Pro Forma Financial Statements | F- |
CHINA XIANGTAI FOOD CO., LTD. AND SUBSIDIARIES
Unaudited Pro Forma CondensedCombined Balance Sheet
As of June 30, 2021
| Pro Forma | Pro Forma | Pro Forma | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Disposal | Adjustments | Note | Combined | |||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash and cash equivalents | 7,603 | $ | (5,660 | ) | $ | 15,123,551 | (b) | $ | 4,677,254 | |||
| (6,999,200 | ) | (c) | ||||||||||
| 14,828,000 | (d) | |||||||||||
| (5,995,640 | ) | (e) | ||||||||||
| (13,281,400 | ) | (f) | ||||||||||
| 1,000,000 | (h) | |||||||||||
| Accounts receivable, net | 11,142,558 | (11,142,558 | ) | - | - | |||||||
| Inventories | 229,392 | (229,392 | ) | - | - | |||||||
| Prepayments, net | 2,051,547 | (1,921,459 | ) | - | 130,088 | |||||||
| Other receivables | - | - | 3,027,052 | (g) | 3,027,052 | |||||||
| Current assets of discontinued operations | 19,090,614 | (19,090,614 | ) | - | - | |||||||
| Total current assets | 32,521,714 | (32,389,683 | ) | 7,702,363 | 7,834,394 | |||||||
| PROPERTY, PLANT AND EQUIPMENT, NET | 4,395 | (4,395 | ) | 6,999,200 | (c) | 26,276,240 | ||||||
| 5,995,640 | (e) | |||||||||||
| 13,281,400 | (f) | |||||||||||
| OTHER ASSETS | ||||||||||||
| Deferred tax assets | 2,331,145 | (2,331,145 | ) | - | - | |||||||
| Other assets of discontinued operations | 6,018,574 | (6,018,574 | ) | - | - | |||||||
| Total other assets | 8,349,719 | (8,349,719 | ) | - | - | |||||||
| TOTAL ASSETS | 40,875,828 | $ | (40,743,797 | ) | $ | 33,978,603 | $ | 34,110,634 | ||||
| CURRENT LIABILITIES | ||||||||||||
| Short term bank loans | 782,073 | $ | (782,073 | ) | $ | - | $ | - | ||||
| Convertible debenture, net | 1,300,000 | - | - | 1,300,000 | ||||||||
| Accounts payable | 9,966,193 | (9,966,193 | ) | - | - | |||||||
| Customer deposits | 4,309,819 | (4,309,819 | ) | - | - | |||||||
| Customer deposits - related party | 5,958 | (5,958 | ) | - | - | |||||||
| Other payables and accrued liabilities | 242,410 | (24,365 | ) | - | 218,045 | |||||||
| Other payables - related parties | 3,229,948 | (2,509,139 | ) | - | 720,809 | |||||||
| Taxes payable | 1,034,421 | (1,034,421 | ) | - | - | |||||||
| Current liabilities of discontinued operations | 17,826,470 | (17,826,470 | ) | - | - | |||||||
| Total current liabilities | 38,697,292 | (36,458,438 | ) | - | 2,238,854 | |||||||
| OTHER LIABILITIES | ||||||||||||
| Other liabilities of discontinued operations | 3,798,524 | (3,798,524 | ) | - | - | |||||||
| TOTAL LIABILITIES | 42,495,816 | (40,256,962 | ) | - | 2,238,854 | |||||||
| SHAREHOLDERS' EQUITY (DEFICIENCY) | ||||||||||||
| Ordinary share, 0.01 par value | 407,167 | - | 6,000 | (a) | 766,161 | |||||||
| 171,754 | (b) | |||||||||||
| 181,240 | (c) | |||||||||||
| Additional paid-in-capital | 32,175,798 | - | (6,000 | ) | (a) | 68,309,294 | ||||||
| 14,951,797 | (b) | |||||||||||
| 14,646,760 | (c) | |||||||||||
| 3,513,887 | (h) | |||||||||||
| 3,027,052 | (g) | |||||||||||
| Deferred stock compensation | (21,140 | ) | - | - | (21,140 | ) | ||||||
| (Accumulated deficit) retained earnings | (38,574,620 | ) | 3,905,972 | (2,513,887 | ) | (h) | (37,182,534 | ) | ||||
| Statutory reserves | 1,670,367 | (1,670,367 | ) | - | - | |||||||
| Accumulated other comprehensive income | 1,120,774 | (1,120,774 | ) | - | - | |||||||
| Total shareholders' (deficiency) equity | (3,221,654 | ) | 1,114,831 | 33,978,603 | 31,871,780 | |||||||
| NONCONTROLLING INTERESTS | 1,601,666 | (1,601,666 | ) | - | - | |||||||
| Total liabilities and shareholders' equity | 40,875,828 | $ | (40,743,797 | ) | $ | 33,978,603 | $ | 34,110,634 |
All values are in US Dollars.
| (a) | Reflects the payment of JMC acquisition contingent consideration with total consideration of 600,000 ordinary shares of Xiangtai Food. The transaction was completed on August 24, 2021. |
|---|---|
| (b) | Reflects the sale of 17,175,412 ordinary shares and warrants to purchase up to 17,175,412 ordinary shares of the Company for the net proceeds of $15,123,551, determined using the closing price of $0.96 on November 22, 2021. The transaction was completed on November 24, 2021. |
| (c) | Reflects the purchase of 742 units of cryptocurrency mining equipment for a total purchase price of $6,999,200, excluding tax on December 15, 2021. |
| (d) | Reflects the sale of 18,124,000 ordinary shares and warrants to purchase up to 18,124,000 ordinary shares of the Company for the amount of $14,828,000, determined using the closing price of $0.89 on January 10, 2022. The transaction was completed on February 2, 2022. |
| (e) | Reflects the purchase of 686 units of cryptocurrency mining equipment for a total purchase price of $5,995,640, excluding tax on January 6, 2022. |
| (f) | Reflects the purchase of 2200 units of cryptocurrency mining equipment for a total purchase price of $13,281,400, excluding tax on February 14, 2022. |
| (g) | Reflects the debt assignment and assumption agreements among Xiangtai BVI, Xiangtai WFOE and the Company signed on March 30, 2022. |
| (h) | Reflects the disposal of Xiangtai BVI and Silanchi at a total consideration of $1 million had occurred on March 31, 2022. |
CHINA XIANGTAI FOOD CO., LTD. AND SUBSIDIARIES
Unaudited Pro Forma CondensedCombined Balance Sheet
As of June 30, 2020
| Pro Forma | Pro Forma | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Disposal | Note | Combined | |||||||
| (Unaudited) | (Unaudited) | ||||||||
| CURRENT ASSETS | |||||||||
| Cash and cash equivalents | 1,071,564 | $ | (907,924 | ) | $ | 163,640 | |||
| Accounts receivable, net | 9,833,936 | (9,833,936 | ) | - | |||||
| Other receivables, net | 41,687 | (12,747 | ) | 28,940 | |||||
| Prepayments, net | 1,057,423 | (1,039,017 | ) | 18,406 | |||||
| Current assets of discontinued operations | 38,271,324 | (38,271,324 | ) | - | |||||
| Total current assets | 50,275,934 | (50,064,948 | ) | 210,986 | |||||
| PROPERTY, PLANT AND EQUIPMENT, NET | 10,121 | (10,121 | ) | - | |||||
| OTHER ASSETS | |||||||||
| Deferred tax assets | 648,768 | (648,768 | ) | - | |||||
| Goodwill | 5,185,866 | (5,185,866 | ) | - | |||||
| Other assets of discontinued operations | 7,228,745 | (7,228,745 | ) | - | |||||
| Total other assets | 13,063,379 | (13,063,379 | ) | - | |||||
| TOTAL ASSETS | 63,349,434 | $ | (63,138,448 | ) | $ | 210,986 | |||
| CURRENT LIABILITIES | |||||||||
| Short term bank loans | 1,245,489 | $ | (1,245,489 | ) | $ | - | |||
| Loans from third parties | 500,000 | - | 500,000 | ||||||
| Convertible debenture, net | 4,768,312 | - | 4,768,312 | ||||||
| Accounts payable | 5,727,718 | (5,727,718 | ) | - | |||||
| Customer deposits | 1,159,902 | (1,159,902 | ) | - | |||||
| Customer deposits - related party | - | - | - | ||||||
| Other payables and accrued liabilities | 409,725 | (19,603 | ) | 390,122 | |||||
| Other payables - related parties | 2,264,566 | (1,841,150 | ) | 423,416 | |||||
| Taxes payable | 399,276 | (399,276 | ) | - | |||||
| Current liabilities of discontinued operations | 16,260,602 | (16,260,602 | ) | - | |||||
| Total current liabilities | 32,735,590 | (26,653,740 | ) | 6,081,850 | |||||
| OTHER LIABILITIES | |||||||||
| Other liabilities of discontinued operations | 3,787,008 | (3,787,008 | ) | - | |||||
| TOTAL LIABILITIES | 36,522,598 | (30,440,748 | ) | 6,081,850 | |||||
| SHAREHOLDERS' EQUITY (DEFICIENCY) | |||||||||
| Ordinary share, 0.01 par value | 239,711 | - | 239,711 | ||||||
| Additional paid-in-capital | 15,765,411 | - | 15,765,411 | ||||||
| Deferred stock compensation | (47,708 | ) | - | (47,708 | ) | ||||
| Retained earnings (accumulated deficit) | 7,034,899 | (28,863,177 | ) | (21,828,278 | ) | ||||
| Statutory reserves | 1,670,367 | (1,670,367 | ) | - | |||||
| Accumulated other comprehensive loss | (856,218 | ) | 856,218 | - | |||||
| Total shareholders' equity (deficiency) | 23,806,462 | (29,677,326 | ) | (5,870,864 | ) | ||||
| NONCONTROLLING INTERESTS | 3,020,374 | (3,020,374 | ) | - | |||||
| Total liabilities and shareholders' equity | 63,349,434 | $ | (63,138,448 | ) | $ | 210,986 |
All values are in US Dollars.
CHINA XIANGTAI FOOD CO., LTD. AND SUBSIDIARIES
Unaudited Pro Forma CondensedCombined Statement of Operations
For the Year Ended June 30,2021
| Pro Forma | Pro Forma | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Xiangtai | Disposal | Note | Combined | |||||||
| (Unaudited) | (Unaudited) | |||||||||
| REVENUE | $ | 80,498,435 | $ | (80,498,435 | ) | (a) | $ | - | ||
| COST OF REVENUE | 77,501,417 | (77,501,417 | ) | (a) | - | |||||
| GROSS PROFIT | 2,997,018 | (2,997,018 | ) | - | ||||||
| SELLING EXPENSES | (238,624 | ) | 238,624 | (a) | - | |||||
| GENERAL AND ADMINISTRATIVE EXPENSES | (2,007,609 | ) | 422,557 | (a) | (1,585,052 | ) | ||||
| PROVISION FOR DOUBTFUL ACCOUNTS | (6,324,020 | ) | 6,324,020 | (a) | - | |||||
| STOCK COMPENSATION EXPENSE | (1,889,173 | ) | - | (1,889,173 | ) | |||||
| IMPAIRMENT OF GOODWILL | (5,533,507 | ) | 5,533,507 | (a) | - | |||||
| LOSS FROM OPERATIONS | (12,995,915 | ) | 9,521,690 | (3,474,225 | ) | |||||
| OTHER INCOME (EXPENSE), NET | ||||||||||
| Interest income | 1,114 | (1,114 | ) | (a) | - | |||||
| Interest expense | (294,139 | ) | 138,091 | (a) | (156,048 | ) | ||||
| Other finance expenses | (136,456 | ) | 1,496 | (a) | (134,960 | ) | ||||
| Other income, net | 100 | (100 | ) | (a) | - | |||||
| Gain on debt settlements | 125,215 | - | 125,215 | |||||||
| TOTAL OTHER EXPENSES, NET | (304,166 | ) | 138,373 | (165,793 | ) | |||||
| LOSS BEFORE PROVISION FOR INCOME TAXES | (13,300,081 | ) | 9,660,063 | (3,640,018 | ) | |||||
| BENEFIT OF INCOME TAXES | 1,002,346 | (1,002,346 | ) | (a) | - | |||||
| NET LOSS FROM CONTINUING OPERAITONS | (12,297,735 | ) | 8,657,717 | (3,640,018 | ) | |||||
| NET (LOSS) INCOME FROM DISCONTINUED OPERATIONS | ||||||||||
| Loss from discontinued operations, net of applicable income taxes | (34,785,232 | ) | (8,657,717 | ) | (a) | (43,442,949 | ) | |||
| Net loss on sale of discontinued operations, net of applicable income taxes | - | (2,513,887 | ) | (a) | (2,513,887 | ) | ||||
| LOSS FROM DISCONTINUED OPERATIONS | (34,785,232 | ) | (11,171,604 | ) | (45,956,836 | ) | ||||
| NET LOSS | (47,082,967 | ) | (2,513,887 | ) | (49,596,854 | ) | ||||
| Less: Net loss attributable to non-controlling interest from continuing operations | (1,473,448 | ) | 1,473,448 | (a) | - | |||||
| NET LOSS ATTRIBUTABLE TO CHINA XIANGTAI FOOD CO., LTD. | $ | (45,609,519 | ) | $ | (3,987,335 | ) | $ | (49,596,854 | ) | |
| LOSS (EARNINGS) PER ORDINARY SHARE | ||||||||||
| Weighted average number of shares: | ||||||||||
| Basic and Diluted | 33,194,383 | 33,194,383 | ||||||||
| Loss per share: | ||||||||||
| Continuing operations | $ | (0.33 | ) | $ | (0.11 | ) | ||||
| Discontinued operations | $ | (1.05 | ) | $ | (1.38 | ) | ||||
| (a) | Reflects the disposal of Xiangtai BVI and Silanchi as if the disposition of Xiangtai BVI and Silanchi at a total consideration of $1 million had occurred on July 1, 2020. | |||||||||
| --- | --- |
CHINA XIANGTAI FOOD CO., LTD. AND SUBSIDIARIES
Unaudited Pro Forma CondensedCombined Statement of Operations
For the Year Ended June 30,2020
| Pro Forma | Pro Forma | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Xiangtai | Disposal | Note | Combined | |||||||
| (Unaudited) | (Unaudited) | |||||||||
| REVENUE | $ | 24,248,765 | $ | (24,248,765 | ) | (a) | $ | - | ||
| COST OF REVENUE | 22,219,528 | (22,219,528 | ) | (a) | - | |||||
| GROSS PROFIT | 2,029,237 | (2,029,237 | ) | - | ||||||
| SELLING EXPENSES | (63,863 | ) | 63,863 | (a) | - | |||||
| GENERAL AND ADMINISTRATIVE EXPENSES | (2,978,213 | ) | 465,942 | (a) | (2,512,271 | ) | ||||
| PROVISION FOR DOUBTFUL ACCOUNTS | (666,690 | ) | 666,690 | (a) | - | |||||
| STOCK COMPENSATION EXPENSE | (930,223 | ) | - | (930,223 | ) | |||||
| LOSS FROM OPERATIONS | (2,609,752 | ) | (832,742 | ) | (3,442,494 | ) | ||||
| OTHER INCOME (EXPENSE), NET | ||||||||||
| Interest income | 2,450 | (2,450 | ) | (a) | - | |||||
| Interest expense | (167,097 | ) | 43,885 | (a) | (123,212 | ) | ||||
| Other finance expenses | (362,413 | ) | 3,226 | (a) | (359,187 | ) | ||||
| Other expense, net | (6,255 | ) | 6,255 | (a) | - | |||||
| TOTAL OTHER EXPENSES, NET | (533,315 | ) | 50,916 | (482,399 | ) | |||||
| LOSS BEFORE PROVISION FOR INCOME TAXES | (3,143,067 | ) | (781,826 | ) | (3,924,893 | ) | ||||
| PROVISION FOR INCOME TAXES | (223,173 | ) | 223,173 | (a) | - | |||||
| NET LOSS FROM CONTINUING OPERAITONS | (3,366,240 | ) | (558,653 | ) | (3,924,893 | ) | ||||
| NET LOSS FROM DISCONTINUED OPERATIONS | (1,033,293 | ) | 1,033,293 | (a) | - | |||||
| NET LOSS | (4,399,533 | ) | 474,640 | (3,924,893 | ) | |||||
| Less: Net income attributable to non-controlling interest from continuing operations | 477,409 | (477,409 | ) | (a) | - | |||||
| NET LOSS ATTRIBUTABLE TO CHINA XIANGTAI FOOD CO., LTD. | $ | (4,876,942 | ) | $ | 952,049 | $ | (3,924,893 | ) | ||
| LOSS (EARNINGS) PER ORDINARY SHARE | ||||||||||
| Weighted average number of shares: | ||||||||||
| Basic and Diluted | 22,417,524 | 22,417,524 | ||||||||
| Loss per share: | ||||||||||
| Continuing operations | $ | (0.16 | ) | $ | (0.18 | ) | ||||
| Discontinued operations | $ | (0.06 | ) | $ | - | |||||
| (a) | Reflects the disposal of Xiangtai BVI as if the disposition of Xiangtai BVI at a total consideration of $1 million had occurred on July 1, 2019. | |||||||||
| --- | --- |
CHINA XIANGTAI FOOD CO., LTD. AND SUBSIDIARIES
Unaudited Pro Forma CondensedCombined Statement of Operations
For the Year Ended June 30,2019
| \ | Pro Forma | Pro Forma | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Xiangtai | Disposal | Note | Combined | |||||||
| (Unaudited) | (Unaudited) | |||||||||
| REVENUE | $ | - | $ | - | $ | - | ||||
| COST OF REVENUE | - | - | - | |||||||
| GROSS PROFIT | - | - | - | |||||||
| SELLING EXPENSES | - | - | - | |||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | (511,211 | ) | 201,745 | (a) | (309,466 | ) | ||||
| LOSS FROM OPERATIONS | (511,211 | ) | 201,745 | (309,466 | ) | |||||
| OTHER INCOME (EXPENSE), NET | ||||||||||
| Interest income | 1,763 | (1,763 | ) | (a) | - | |||||
| Other finance expenses | (927 | ) | 927 | (a) | - | |||||
| Other income, net | 4 | (4 | ) | (a) | - | |||||
| TOTAL OTHER INCOME, NET | 840 | (840 | ) | - | ||||||
| LOSS BEFORE PROVISION FOR INCOME TAXES | (510,371 | ) | 200,905 | (309,466 | ) | |||||
| PROVISION FOR INCOME TAXES | - | - | - | |||||||
| NET LOSS FROM CONTINUING OPERAITONS | (510,371 | ) | 200,905 | (309,466 | ) | |||||
| NET INCOME FROM DISCONTINUED OPERATIONS | 4,873,962 | (4,873,962 | ) | (a) | - | |||||
| NET INCOME | $ | 4,363,591 | $ | (4,673,057 | ) | $ | (309,466 | ) | ||
| LOSS (EARNINGS) PER ORDINARY SHARE | ||||||||||
| Weighted average number of shares: | ||||||||||
| Basic | 20,319,723 | 20,319,723 | ||||||||
| Diluted | 20,944,951 | 20,944,951 | ||||||||
| (Loss) income per share - basic | ||||||||||
| Continuing operations | $ | (0.03 | ) | $ | (0.02 | ) | ||||
| Discontinued operations | $ | 0.24 | $ | - | ||||||
| (Loss) income per share - diluted | ||||||||||
| Continuing operations | $ | (0.02 | ) | $ | (0.01 | ) | ||||
| Discontinued operations | $ | 0.23 | $ | - | ||||||
| (a) | Reflects the disposal of Xiangtai BVI as if the disposition of Xiangtai BVI at a total consideration of $1 million had occurred on July 1, 2018. | |||||||||
| --- | --- |
Note 1 – Pro Forma and Basis of Presentation
The Board of Director has decided that it is the best interest of China Xiangtai Food Co., Ltd. (“Xiangtai Cayman” or the “Company”) and its shareholder to enter into a securities purchase agreement (the “Agreement”) to sell 100% equity interest in WVM Inc. (“Xiangtai BVI”) and China Silanchi Holding Limited (“Silanchi”) (collectively, the “Targets”) to Ocean Planet Future Limited in exchange for a total consideration of $1,000,000 in the form of cash due upon closing (the “Disposition”). The operating entities of the Targets include following companies: Guang’an Yongpeng Food Co., Ltd. (“GA Yongpeng”), Chongqing Pengmei Supermarket Co., Ltd. (“CQ Pengmei”), Chongqing Penglin Food Co., Ltd. (“CQ Penglin”), Chongqing Ji Mao Cang Feed Co., Ltd. (“JMC”), CVS Limited (“Xiangtai HK”), Chongqing Jinghuangtai Business Management Consulting Co., Ltd. (“Xiangtai WFOE”) and Haochuangge Limited (“Haochuangge”).
The unaudited pro forma financial statements (“Pro Forma”) have been prepared in connection with the Disposition, and are intended to reflect the impact of the Disposition on the Company’s consolidated financial statements and present the pro forma combined financial position and result of the operations of the Company after giving effect to the Disposition. The Pro Forma have been prepared for illustrative purposed only and to give effect to the Disposition pursuant to the assumptions described in the notes to the Pro Forma. The unaudited pro forma combined balance sheets as of June 30, 2021 and 2020 give effect to the Disposition as if it had occurred on June 30, 2021 and 2020, respectively. The unaudited pro forma combined statements of operations for the years ended June 30, 2021, 2020 and 2019 give effect to the Disposition as if it had occurred on July 1, 2020, 2019 and 2018.
The Pro Forma are provided for illustrative purposes only, and do not purport to represent what the disposed Company’s financial results would have been had the Disposition occurred on the dates indicated. The Pro Forma do not purport to project the future financial position or operating results of the Company. The future financial position and results of operations of the Company may differ, perhaps significantly, from the Pro Forma amounts reflected herein due to a variety of factors, including access to additional information, changes in value not currently identified and changes in operating results following the dates of the pro forma financial information. The adjustments included in the Pro Forma are preliminary and may be revised. There can be no assurance that any revisions to estimates will not result in material changes to the information presented.
Note 2 – Notes and Adjustments to Unaudited Pro Forma CondensedCombined Balance Sheets
The Pro Forma adjustments have been prepared to illustrate the estimated effect of the disposition of 100% equity interest in the Company and its subsidiaries and certain other adjustments and to illustrate the effect of subsequent equity or material transactions. The historical consolidated balance sheets have been adjusted in the Pro Forma, as detailed below, to give effect to pro forma events that are: (i) directly attributable to the Disposition, and (ii) factually supportable.
| (a) | The Company paid JMC acquisition contingent consideration with total consideration of 600,000 ordinary shares of Xiangtai Food. The transaction was completed on August 24, 2021. |
|---|---|
| (b) | On November 22, 2021, the Company entered into a certain securities purchase agreement with certain non-affiliated investors pursuant to which the Company agreed to sell 17,175,412 ordinary shares, par value $0.01 per share, in a registered direct offering and warrants to purchase up to 17,175,412 ordinary shares (the “Warrants”) in a concurrent private placement, for gross proceeds of approximately $16.5 million. The purchase price for each Share and the corresponding Warrant is $0.96. The Warrants will be exercisable 60 days from the date of issuance and have an exercise price of $1.008 per share, which is 105% of the purchase price. The Warrants will expire five years from the date of issuance. Each Warrant is subject to anti-dilution provisions to reflect share dividends and splits or other similar transactions. The offering was closed on November 24, 2021. |
| --- | --- |
| (c) | On December 15, 2021, SonicHash Canada entered into a sales and purchase agreement with Mineone Inc., pursuant to which SonicHash Canada purchased 742 units of cryptocurrency mining equipment for a total purchase price of $6,999,200, excluding tax. SonicHash Canada has paid the purchase price and the cryptocurrency mining equipment has been delivered to a facility in Alberta, Canada and will be deployed for Bitcoin mining in the future. |
| --- | --- |
| (d) | The Company entered into a certain securities purchase agreement dated January 28, 2022, as amended on January 30, 2022 (the “Purchase Agreement”) with certain non-affiliated investors (the “Purchasers”) pursuant to which the Company agreed to sell 18,124,400 ordinary shares (the “Shares”), par value $0.01 per share, in a registered direct offering, and warrants to purchase up to 18,124,400 ordinary shares (the “Warrants”) in a concurrent private placement, for gross proceeds of $16,130,716 million. The purchase price for each Share and the corresponding Warrant is $0.89. The Warrants will be exercisable 60 days from the date of issuance and have an exercise price of $1.008 per share. The Warrants will expire five years from the date of issuance. Each Warrant is subject to anti-dilution provisions to reflect share dividends and splits or other similar transactions, as described in the Warrants. The offering was closed on February 2, 2022. |
| --- | --- |
| (e) | On January 6, 2022, SonicHash US entered into a sales and purchase agreement with HashCow LLC (“HashCow”), pursuant to which SonicHash US purchased 686 units of cryptocurrency mining equipment for a total purchase price of $5,995,640, payable within 5 business days from the date of the agreement. SonicHash US has paid the purchase price and the cryptocurrency mining equipment are expected to be delivered in batches to U.S. |
| --- | --- |
| (f) | On February 14, 2022, SonicHash US entered into sales and purchase agreements with HashCow LLC (“HashCow”) and AGM Technology Limited (“AGM”), pursuant to which SonicHash US purchased 2200 units of cryptocurrency mining equipment for a total purchase price of $13,281,400, excluding tax. SonicHash US has paid the purchase price in 5 business days upon signing of the agreement and the cryptocurrency mining equipment are expected to be delivered to U.S. by April 30, 2022. |
| --- | --- |
| (g) | Xiangtai HK received intracompany loans in an aggregate amount of $8,928,489 with no interest from the Company during the period from June 2019 to July 2020 and pursuant to a debt assignment and assumption agreement between Xiangtai BVI and Xiangtai HK dated March 30, 2022. Xiangtai BVI assumed approximately 80% obligations of $7,144,520. Xiangtai WFOE received intracompany loans in an aggregate amount of RMB 60,870,501 ($8,992,164) with no interest from the Company during the period from August 2020 to December 2020. Pursuant to a debt assignment and assumption agreement between Xiangtai BVI and Xiangtai WFOE dated March 30, 2022, Xiangtai BVI assumed the full obligations of $8,992,164. The remaining unsettled intercompany loans in an aggregate amount of $3,027,052 remain unchanged. |
| --- | --- |
| (h) | On March 31, 2022, the Company entered into a share purchase agreement with Ocean Planet Future Limited (“the Buyer”), pursuant to which the Buyer buys all of the issued and outstanding ordinary shares of Xiangtai BVI and Silanchi at a consideration price of $1,000,000 payable in cash upon closing. |
| --- | --- |
Note 3 – Notes and Adjustments to Unaudited Pro Forma CondensedCombined Statements of Operations
The Pro Forma adjustments have been prepared to illustrate the estimated effect of the disposition of 100% equity interest in the Company and its subsidiaries and certain other adjustments and to illustrate the effect of subsequent equity or material transactions. The historical consolidated statements of operations have been adjusted in the Pro Forma, as detailed below, to give effect to pro forma events that are: (i) directly attributable to the Disposition, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a subsequent and continuing impact on the disposal results of Disposition. The Pro Forma do not reflect the non-recurring cost of any integration activities or benefits from the Disposition including potential synergies that may be generated in future periods.
| (a) | It reflects the disposal of Xiangtai BVI and Silanchi as if the disposition of Xiangtai BVI and Silanchi at a total consideration of $1,000,000 had occurred on July 1, 2020, 2019 and 2018. |
|---|