Attached files
| file | filename |
|---|---|
| 8-K/A - FORM 8-K/A - GEORGIA INTERNATIONAL MINING CORP | d8ka.htm |
| EX-99.1 - EXHIBIT 99.1 - GEORGIA INTERNATIONAL MINING CORP | exhibit99-1.htm |
| EX-10.19 - EXHIBIT 10.19 - GEORGIA INTERNATIONAL MINING CORP | exhibit10-19.htm |
| EX-10.14 - EXHIBIT 10.14 - GEORGIA INTERNATIONAL MINING CORP | exhibit10-14.htm |
| EX-10.16 - EXHIBIT 10.16 - GEORGIA INTERNATIONAL MINING CORP | exhibit10-16.htm |
| EX-10.18 - EXHIBIT 10.18 - GEORGIA INTERNATIONAL MINING CORP | exhibit10-18.htm |
| EX-10.15 - EXHIBIT 10.15 - GEORGIA INTERNATIONAL MINING CORP | exhibit10-15.htm |
| EX-10.20 - EXHIBIT 10.20 - GEORGIA INTERNATIONAL MINING CORP | exhibit10-20.htm |
| EX-10.17 - EXHIBIT 10.17 - GEORGIA INTERNATIONAL MINING CORP | exhibit10-17.htm |
| JINHAO MOTOR COMPANY | |
| UNAUDITED PRO FORMA CONDENSED | |
| CONSOLIDATED FINANCIAL INFORMATION | |
| CONTENTS | |
|
Basis of presentation |
F-2 |
|
Unaudited Pro Forma Condensed Consolidated Balance Sheet at June 30, 2010 |
F-3 |
|
Unaudited Pro Forma Condensed Consolidated Statement of Income (Loss) and Comprehensive Income (Loss) for the six months ended June 30, 2010 |
F-4 |
|
Notes To Unaudited PRO FORMA Condensed Consolidated Financial Statements |
F-5 |
F-1
JINHAO MOTOR COMPANY
UNAUDITED PRO FORMA
CONDENSED
CONSOLIDATED FINANCIAL INFORMATION
On August 11, 2010, Jinhao Motor Company (“the Company”) entered into a Share Exchange Agreement, pursuant to which the Company acquired 100% of the issued and outstanding capital stock of Jinhao Power Holdings Ltd. (“Jinhao”) in exchange for 45,600,418 shares of the Company’s common stock, par value $0.001, which constituted 95% of the Company’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement and after giving effect to a cancellation of 2,479,523 shares of the Company’s common stock by its former director and officer on the same day pursuant to a share purchase agreement.
F-2
| PRO FORMA CONDENSDED CONSOLIDATED BALANCE SHEET | ||||||||||||
| AS AT JUNE 30, 2010 | ||||||||||||
| Jinhao Power
Holdings Ltd. Historical |
Jinhao Motor
Company Historical |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||
| CURRENT ASSETS | ||||||||||||
| Cash | $ | 10,597,000 | $ | 4,630 | $ | - | $ | 10,601,630 | ||||
| Trade receivables | 11,447,000 | - | - | 11447,000 | ||||||||
| Inventories | 12,632,000 | - | - | 12,632,000 | ||||||||
| Prepayments, deposits and other receivables | 606,000 | - | - | 606,000 | ||||||||
| Total current assets | 35,282,000 | 4,630 | - | 35,286,630 | ||||||||
| Prepayment, deposits and other receivables | 1,665,000 | - | - | 1,665,000 | ||||||||
| Plant and equipment, net | 45,931,000 | - | - | 45,931,000 | ||||||||
| Construction in progress | 46,456,000 | - | 46,456,000 | |||||||||
| Land use right, net | 838,000 | - | - | 838,000 | ||||||||
| Development costs | 22,776,000 | - | - | 22,776,000 | ||||||||
| Deferred income tax assets | 576,000 | - | - | 576,000 | ||||||||
| Total long term assets | 118,242,000 | - | - | 118,242,000 | ||||||||
| TOTAL ASSETS | $ | 153,524,0 00 | $ | 4,630 | $ | - | $ | 153,528,630 | ||||
| CURRENT LIABILITIES | ||||||||||||
| Trade payables | $ | 3,472,000 | $ | 7,500 | $ | - | $ | 3,479,500 | ||||
| Custom deposits | 203,000 | - | - | 203,000 | ||||||||
| Short term bank loans | 11,060,000 | - | - | 11,060,000 | ||||||||
| Warranty provision | 53,000 | - | - | 53,000 | ||||||||
| Income taxes payable | 3,090,000 | - | - | 3,090,000 | ||||||||
| Due to related parties | 220,000 | 189,619 | (152,193 | )(a) | 257,426 | |||||||
| Other payables and accrued liabilities | 2,484,000 | - | - | 2,484,000 | ||||||||
| Total current liabilities | 20,582,000 | 197,119 | - | 20,626,926 | ||||||||
| Deferred income tax liabilities | 98,000 | - | - | 98,000 | ||||||||
| Bank loans | 2,359,000 | - | - | 2,359,000 | ||||||||
| Total long-term liabilities | 2,457,000 | - | - | 2,457,000 | ||||||||
| TOTAL LIABILITIES | 23,039,000 | 197,119 | - | 23,083,926 | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
| Common stock | 50,000 | 8,265 | ||||||||||
| (2,480 | )(a) | |||||||||||
| 45,600 | (b) | |||||||||||
| (50,000 | )(b) | 51,385 | ||||||||||
| Additional paid in capital | 56,326,000 | 6,465 | ||||||||||
| 2,480 | (a) | |||||||||||
| 152,193 | (a) | |||||||||||
| (45,600 | )(b) | |||||||||||
| 50,000 | (b) | |||||||||||
| (207,219 | ) (c) | |||||||||||
| 56,284,319 | ||||||||||||
| Statutory reserves | 6,195,000 | 6,195,000 | ||||||||||
| Retained earnings (deficit) | 56,678,000 | (207,219 | ) | 207,219 | (c) | 56,678,000 | ||||||
| Accumulated other comprehensive income | 11,236,000 | - | - | 11,236,000 | ||||||||
| Total Shareholders’ Equity | 130,485,000 | (192,489 | ) | - | 130,444,704 | |||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 144,681,000 | $ | 4,630 | $ | - | $ | 153,528,630 | ||||
F-3
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2010
| Jinhao Power | Jinhao Motor | |||||||||||
| Holdings Ltd. | Company | Pro Forma | Pro Forma | |||||||||
| Historical | Historical | Adjustments | Combined | |||||||||
| SALES | $ | 103,375,000 | $ | - | $ | - | $ | 103,375,000 | ||||
| COST OF GOODS SOLD | 79,308,000 | - | - | 79,308,000 | ||||||||
| GROSS PROFIT | 24,067,000 | - | - | 24,067,000 | ||||||||
| Selling and marketing | (5,182,,000 | ) | - | - | (5,182,000 | ) | ||||||
| Amortization of development cost | (1,223,000 | ) | - | - | (1,223,000 | ) | ||||||
| General and administrative | (674,000 | ) | (31,893 | ) | - | (674,032 | ) | |||||
| TOTAL OPERATING EXPENSES | (7,079,000 | ) | (31,893 | ) | - | (7,110,893 | ) | |||||
| INCOME (LOSS) FROM OPERATIONS | 16,988,000 | (31,893 | ) | - | 16,956,107 | |||||||
| Finance costs | 440,000 | 440 | - | 440,440 | ||||||||
| INCOME (LOSS) BEFORE INCOME TAXES | 16,548,000 | (32,333 | ) | - | 16,515,667 | |||||||
| INCOME TAXES | 2,253,,000 | - | - | 2,253,000 | ||||||||
| NET INCOME (LOSS) | 14,295,000 | (32,333 | ) | - | 14,262,667 | |||||||
| OTHER COMPREHENSIVE INCOME | ||||||||||||
| Foreign currency translation gain | 845,000 | - | - | 845,,000 | ||||||||
| COMPREHENSIVE INCOME (LOSS) | $ | 15,140,000 | $ | (32,333 | ) | $ | - | $ | 15,107,667 | |||
| Income (loss) per share, Basic and Diluted | 286 | (0.007 | ) | - | 0.30 | |||||||
| Weighted average number of common shares | ||||||||||||
| outstanding, Basic and diluted | 50,000 | 4,879,519 | 48,000,414 |
F-4
Notes To Unaudited PRO FORMA Condensed Consolidated Financial Statements
Note 1. Basis of Presentation
The unaudited pro forma condensed consolidated statement of income and comprehensive income for the six months ended June 30, 2010 combines the condensed consolidated statements of income and comprehensive income for the six months ended June 30, 2010 of the Company and Jinhao, giving effect to the share exchange and other related events as if it had occurred on January 1, 2010. The unaudited pro forma condensed consolidated balance sheet as at June 30, 2010 combines the condensed consolidated balance sheets as of June 30, 2010 of the Company and Jinhao, giving effect to the share exchange and other related events as if it had been consummated on June 30, 2010. The pro forma adjustments are based on information available at the time of the preparation of this document and do not include the cost of the reverse merger or any other items not expected to have a continuing impact on the consolidated results of operations.
For financial accounting purposes, the acquisition was accounted for as a reverse merger under the purchase method of accounting since there was a change of control. Accordingly, Jinhao Power Holdings was treated as the continuing entity for accounting purpose.
Note 2. Pro Forma Adjustments
(a) - In accordance with the Share Exchange Agreement, 2,479,523 common shares owned by Mr. Mark Hague were cancelled and returned to the Company’s treasury and $152,193 debt owed to Mr. Mark Hague was cancelled, in exchange for all of the shares of the Company’s subsidiary, EG Gold Mines, Inc .
(b) - The shareholder of Jinhao exchanged all of his shares of Jinhao for 45,600,418 shares of common stock of the Company. The acquisition has been accounted for as the issuance of common stock for the net assets of Jinhao by a recapitalization.
(c) Reflect the recapitalization of the Company as a result of the transactions related to the merger.
Note 3. Pro forma Common Stock Note
| Number of common shares | Common shares par value | |||||
| Common shares outstanding as at June 30, 2010 | 4,879,519 | 8,265 | ||||
| Effect of share cancellation on share exchange date | (2,479,523 | ) | (2,480 | ) | ||
| Common shares issued for the acquisition | 45,600,418 | 45,600 | ||||
| Pro forma common shares outstanding | 48,000,414 | 51,385 |
F-5