Taoping Inc. (NASDAQ: TAOP, the “Company” or “TAOP”), a provider of
blockchain technology and smart cloud services, today announced
that it has entered into a share purchase agreement to acquire
95.56% equity interest in Zhenjiang Taoping IoT Technology Limited
(“Zhenjiang Taoping”), aiming to accelerate the Company’s smart
charging pile and digital media businesses in East China.
After the closing of the acquisition, Zhenjiang
Taoping is expected to become an important part of Taoping Digital
Culture East China Operation Center. While continuing to grow the
current business, Zhenjiang Taoping plans to take advantage of its
regional influence and existing channels to expand the business of
large-screen splicing displays, smart charging piles, etc. At
present, Zhenjiang Taoping already has completed a smart charging
pile project in certain communities and is actively exploring other
smart community-related businesses in the region.
“With a high level of economic development and
urbanization, the target market of our East China Operation Center
has great potential in the construction of new smart communities,”
said Mr. Jianghuai Lin, Chairman and CEO of TAOP. “The acquisition
of Zhenjiang Taoping will help the Company to quickly deploy smart
charging pile and digital media businesses in East China market. We
believe this transaction would bring value for our shareholders and
optimize TAOP’s business structure.”
About the Transaction: Pursuant
to the share purchase agreement, as consideration TAOP has agreed
to issue to the shareholders of Zhenjiang Taoping a total of
201,552 restricted ordinary shares of TAOP, calculated as $391,011
being divided by the average closing price of TAOP ordinary shares
over the 20 trading days prior to the execution of the share
purchase agreement, which was $1.94 per share. These shares are
offered pursuant to an exemption from the registration requirements
of Section 5 of the Securities Act of 1933, as amended contained in
Section 4(a)(2) thereof and/or Regulation S promulgated
thereunder.
According to the share purchase agreement, the
shares are expected to be issued in three phases. The first phase
will issue 67,184 shares within 20 days after closing of the
transaction; the second phase will issue 67,184 shares before May
31, 2023; the third phase will issue 67,184 shares before May 31,
2024. Issuance of shares during the second and third phases will be
conditioned upon the satisfaction of certain performance targets of
Zhenjiang Taoping as set forth in the share purchase agreement.
Specifically, the second phase issuance requires from the closing
date to December 31, 2022, Zhenjiang Taoping have at least 2.5
million RMB of audited revenue and 0.5 million RMB of audited net
income that may be consolidated into TAOP’s financial statements;
and to be eligible for the third phase issuance, Zhenjiang Taoping
shall have at least 2.6 million RMB of revenue and 0.55 million RMB
of net income that may be consolidated into TAOP’s financial
statements during the fiscal year 2023. Mr. Huan Li, the Chief
Marketing Officer of TAOP, is one of the shareholders of Zhenjiang
Taoping and has agreed to transfer all of his 46% equity interest
in Zhenjiang Taoping to TAOP.
The closing of the transaction is subject to a
number of conditions, including, without limitation, completion of
all respective internal approval procedures of the parties, no
material adverse impact on the assets, operation and management
team of Zhenjiang Taoping prior to closing, and the satisfaction or
waiver of other customary closing conditions. The parties intend to
close the transaction no later than January 31, 2022.
About
Zhenjiang Taoping IoT Technology
Limited (“Zhenjiang
Taoping”)
Established in June 2018, Zhenjiang Taoping has
become a leading and influential enterprise in Zhenjiang city after
more than three years of rapid development. Its business covers new
media, cloud services, smart city construction, and other fields.
As an excellent example of Taoping Alliance city partner, Zhenjiang
Taoping has widely deployed Taoping smart screens and dual-sided
photonic screens in commercial centers, office buildings,
residential areas, parking lots, and other offline scenes in
Zhenjiang and surrounding areas, which laid a solid foundation for
the subsequent expansion of the smart community service in the
local area.
About Taoping
Inc.
Taoping Inc. (TAOP) is a blockchain technology
and smart cloud services provider. The Company is dedicated to the
research and application of blockchain technology and digital
assets, and continues to improve computing power and create value
for the encrypted digital currency industry. Relying on its
self-developed smart cloud platform, TAOP also provides solutions
and cloud services to industries such as new media and artificial
intelligence. To learn more, please visit http://www.taop.com/.
Safe Harbor Statement
This press release contains “forward-looking
statements” that involve substantial risks and uncertainties. All
statements other than statements of historical facts contained in
this press release, including statements regarding our future
results of operations and financial position, strategy and plans,
and our expectations for future operations, are forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended and Section 21E of the Securities Exchange Act
of 1934, as amended. We have attempted to identify forward-looking
statements by terminology including “anticipates,” “believes,”
“can,” “continue,” “could,” “estimates,” “expects,” “intends,”
“may,” “plans,” “potential,” “predicts,” “should,” or “will” or the
negative of these terms or other comparable terminology. Our actual
results may differ materially or perhaps significantly from those
discussed herein, or implied by, these forward-looking
statements.
Any forward-looking statements contained in this
press release are only estimates or predictions of future events
based on information currently available to our management and
management’s current beliefs about the potential outcome of future
events. Whether these future events will occur as management
anticipates, whether we will achieve our business objectives, and
whether our revenues, operating results, or financial condition
will improve in future periods are subject to numerous risks. There
are a significant number of factors that could cause actual results
to differ materially from statements made in this press release,
including: our potential inability to achieve or sustain
profitability or reasonably predict our future results due to our
limited operating history of providing blockchain technology and
smart cloud services, the effects of the global Covid-19 pandemic,
the emergence of additional competing technologies, changes in
domestic and foreign laws, regulations and taxes, uncertainties
related to China’s legal system and economic, political and social
events in China, the volatility of the securities markets; and
other risks including, but not limited to, those that we discussed
or referred to in the Company’s disclosure documents filed with the
U.S. Securities and Exchange Commission (the “SEC”) available on
the SEC’s website at www.sec.gov, including the Company’s most
recent Annual Report on Form 20-F as well as in our other reports
filed or furnished from time to time with the SEC. You should read
these factors and the other cautionary statements made in this
press release. If one or more of these factors materialize, or if
any underlying assumptions prove incorrect, our actual results,
performance or achievements may vary materially from any future
results, performance or achievements expressed or implied by these
forward-looking statements. The forward-looking statements included
in this press release are made as of the date of this press release
and TAOP undertakes no obligation to publicly update or revise any
forward-looking statements, other than as required by applicable
law.
For further information, please contact:
Taoping Inc.Chang
QiuEmail: chang_qiu@taoping.cnhttp://www.taop.com/or
Dragon Gate Investment Partners LLCTel:
+1(646)-801-2803Email: taop@dgipl.com
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