Item 1.01 Entry into a Material Definitive Agreement.
On May 10, 2021, Scientific Energy, Inc. (the “Company”) entered into a share purchase agreement (the “Purchase Agreement”), by and among the Company, Macao E-Media Development Company Limited, a company registered in Macao (“MED”), and the shareholders of MED (the “MED Shareholders” and, together with MED, the “Sellers”), whereby the Company acquired from the Sellers 98.75% of the issued and outstanding share capital of MED (the “MED Shares”).
As consideration for the MED Shares, the Company agreed to issue the Sellers, or its assigns, in a total of 131,337,500 shares of the Company’s restricted common stock, par value $0.01 per share, at a consideration of $0.50 per share, in the aggregate consideration of $65,668,750 (the “Purchase Price”).
As a result of this acquisition, MED becomes a 98.75% owned subsidiary of the Company.
A copy of the Share Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
MED was founded at Macau in 2011. Its main area of business includes food and grocery order-pickup-delivery services from local restaurants, supermarkets and hotels.
June 2016: AOMI App, officially owned and operated by MED, opens and becomes the sole local cooperative partner of Dianpin in Macau.
April 2017: AOMI App becomes the most downloaded app, and the most popular app in Apple App Store (Macau).
March 2018: MED’s monthly Gross Merchandise Volume (GMV) reaches $2.5 million US Dollars.
March 2019: MED’s monthly GMV amounts to $5 million US Dollars.
July 2020: MED’s monthly GMV exceeds $9 million US Dollars and its registered users reaches 400,000.
September 2020: “AOMI Supermarket” launches. Its three core businesses of “Food Delivery + Goods Shipment + Supermarket” are formed.
Within 2020, AOMI App reaches $100 million US Dollars in annual GMV. AOMI App serves approximately 2000 local restaurants or stores. Over 6 million users have downloaded AOMI App. Over 450,000 users have registered in AOMI App. MED’s Monthly Active User (MAU) reaches 300,000, and its maximum number of daily order/shipment has reached 18000. AOMI App has already established itself as the biggest and most successful food-delivery and local life platform in Macau. Meanwhile, MED has built a system of real time logistics and local delivery, which creates for the customers a life-style featured with convenience. At the same time, MED helps other business to increase their operation efficiency, and reduce their operation costs.
2
MED has five subsidiaries, each of which is in charge of respective area such as Development & Maintenance, Marketing & Operation, Logistics & Delivery, Payment & Clearance, Emerging Market Business Development. MED has over 500 employees, among which 300 are delivery man, and remaining 200 work as IT or management department.
The market share of AOMI App in Macau has reached over 70%, and MAU exceeds 200,000. MED carries out food delivery and coupon publishing/purchasing services to over 2,000 restaurants. MED has built solid strategic relationship with banks and other financial institutions, accepting multiple currencies including RMB, the Chinese currency, in its payment and clearance. MED has cumulated abundant experience of offline promotion and online operation over last several years. Therefore, MED is in the process of researching overseas market, and plans to duplicate AOMI pattern in the due course.
MED’s summarized financial information for the most recent two years is as follows (in U.S. dollars):
|
|
|
|
|
|
|
|
|
|
Balance Sheets:
|
|
December 31, 2020
|
|
December 31, 2019
|
Property, plant and equipment, net
|
$
|
106,553
|
|
69,312
|
Long term investment
|
|
12,393
|
|
-
|
Intangible assets
|
|
776,002
|
|
512,993
|
|
|
|
|
|
Inventory
|
|
222,809
|
|
91,324
|
Amount due from related parties
|
|
500,235
|
|
302,968
|
Accounts receivable
|
|
565,665
|
|
274,799
|
Deposits, prepayment and other receivable
|
|
795,537
|
|
515,980
|
Cash and cash equivalents
|
|
1,434,916
|
|
1,124,119
|
|
|
|
|
|
Total assets
|
$
|
4,414,110
|
|
2,891,494
|
|
|
|
|
|
Accounts payable
|
|
5,272,457
|
|
4,575,584
|
Advance from customers and other
|
|
1,670,154
|
|
1,993,113
|
Long term loan
|
|
1,150,321
|
|
426,317
|
|
|
|
|
|
Total liabilities
|
$
|
8,092,932
|
|
6,995,014
|
|
|
|
|
|
Net liabilities
|
|
(3,678,822)
|
|
(4,103,520)
|
|
|
|
|
|
Statement of Operations:
|
|
December 31, 2020
|
|
December 31, 2019
|
|
|
|
|
|
Revenue
|
$
|
19,161,158
|
|
10,836,069
|
Cost of sale
|
|
(10,540,789)
|
|
(7,244,446)
|
Gross profit
|
|
8,620,369
|
|
3,591,623
|
Operating expense
|
|
(8,996,671)
|
|
(5,822,202)
|
Net loss from operations
|
|
(376,302)
|
|
(2,230,579)
|
|
|
|
|
|
Other income (expense) , net
|
|
908,907
|
|
815,168
|
Net income (loss)
|
$
|
532,607
|
|
(1,415,411)
|
|
|
|
|
|