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Euda Health Limited and Subsidiaries Index to Unaudited Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of

Key Takeaway: Health Limited and Subsidiaries to Unaudited Condensed Consolidated Financial Statements Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021 (Audited) 2 Unaudited Condensed Consolidated Statements of Operations and Comprehensive Inc

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Health Limited and Subsidiaries
to Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021 (Audited) 2
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Nine Months Ended September 30, 2022 and 2021 3
Unaudited Condensed Consolidated Statements of Change in Shareholders' Equity (Deficit) for the Nine Months Ended September 30, 2022 and 2021 4
Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 5
Notes to Unaudited Condensed Consolidated Financial Statements 6
HEALTH LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
2022 2021
(Unaudited) (Audited)
ASSETS
CURRENT ASSETS
Cash $ 341,100 $ 189,996
Accounts receivable, net 1,884,431 1,802,316
Other receivables 1,410,231 1,991,226
Other receivables - related parties 49,422 297,621
Prepaid expenses and other current assets 159,002 71,495
Total Current Assets 3,844,186 4,352,654
PROPERTY AND EQUIPMENT, NET 36,191 56,927
OTHER ASSETS
Other receivables 1,031,942 1,830,603
Intangible assets, net 188,950 289,962
Goodwill 932,657 992,686
Operating lease right-of-use asset 77,056 79,862
Finance lease right-of-use assets 17,173 24,372
Loan to third party 550,009 371,962
Total Other Assets 2,797,787 3,589,447
Total Assets $ 6,678,164 $ 7,999,028
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Short term loans - bank and private lender $ 208,168 $ 205,427
Short term loans - third parties 139,334 148,302
Accounts payable 1,504,468 359,716
Accounts payable - related party 294,470 2,459,411
Other payables and accrued liabilities 727,745 488,597
Other payables - related parties 4,209,568 3,272,311
Operating lease liability 67,942 63,478
Finance lease liabilities 12,020 11,447
Taxes payable 128,883 307,343
Subscribed shares deposit liability 600,000 -
Total Current Liabilities 7,892,598 7,316,032
OTHER LIABILITIES
Deferred tax liabilities 32,121 49,294
Operating lease liability - non-current 9,532 16,384
Finance lease liabilities - non-current 10,299 17,268
Total Other Liabilities 51,952 82,946
Total Liabilities 7,944,550 7,398,978
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY (DEFICIT)
Ordinary shares, no par value, 50,000,000 shares authorized, 1,500,000 shares and 1,000,000 shares outstanding as of September 30, 2022 and December 31, 2021, respectively 834,863 334,863
Retained earnings (accumulated deficit) (2,197,789 ) 180,333
Accumulated other comprehensive income 18,753 6,036
Total Euda Health Limited Shareholders' Equity (Deficit) (1,344,173 ) 521,232
Noncontrolling interests 77,787 78,818
Total Shareholders' Equity (Deficit) (1,266,386 ) 600,050
Total Liabilities and Shareholders' Equity (Deficit) $ 6,678,164 $ 7,999,028
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
HEALTH LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Nine Months Ended
September 30, September 30,
2022 2021
(Unaudited) (Unaudited)
REVENUES
Medical services $ 4,458,585 $ 4,171,423
Medical services - related parties 135 4,468
Product sales 6,947 258,726
Property management services 2,940,761 3,417,110
Total Revenues 7,406,428 7,851,727
COST OF REVENUES
Medical services 2,105,470 407,380
Medical services - related party 496,383 1,719,279
Product sales 9,449 145,156
Property management services 2,258,557 2,448,539
Total Cost of Revenues 4,869,859 4,720,354
GROSS PROFIT 2,536,569 3,131,373
OPERATING EXPENSES:
Selling 1,144,805 960,362
General and administrative 3,762,736 3,121,154
Research and development 15,064 78,639
Total Operating Expenses 4,922,605 4,160,155
LOSS FROM OPERATIONS (2,386,036 ) (1,028,782 )
OTHER INCOME (EXPENSE)
Interest expense, net (35,922 ) (150,011 )
Gain on disposal of subsidiaries 30,055 -
Other income, net 89,564 335,321
Investment income - 1,923,641
Total Other Income, net 83,697 2,108,951
(LOSS) INCOME BEFORE INCOME TAXES (2,302,339 ) 1,080,169
PROVISION FOR INCOME TAXES 74,525 49,854
NET (LOSS) INCOME (2,376,864 ) 1,030,315
Less: Net income attributable to noncontrolling interest 1,258 35,683
NET (LOSS) INCOME ATTRIBUTABLE TO EUDA HEALTH LIMITED $ (2,378,122 ) $ 994,632
NET (LOSS) INCOME (2,376,864 ) 1,030,315
FOREIGN CURRENCY TRANSLATION ADJUSTMENT 10,428 11,357
TOTAL COMPREHENSIVE (LOSS) INCOME (2,366,436 ) 1,041,672
Less: Comprehensive income attributable to noncontrolling interest (1,031 ) 35,593
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO EUDA HEALTH LIMITED $ (2,365,405 ) $ 1,006,079
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES
Basic and diluted 1,122,711 1,000,000
(LOSS) EARNINGS PER SHARE
Basic and diluted $ (2.12 ) $ 0.99
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
HEALTH LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS' EQUITY (DEFICIT)
Retained Accumulated
earnings other
Ordinary shares (Accumulated comprehensive Noncontrolling
Shares Capital deficit) income (loss) interest Total
BALANCE, December 31, 2021 1,000,000 $ 334,863 $ 180,333 $ 6,036 $ 78,818 $ 600,050
Net (loss) income - - (2,378,122 ) - 1,258 (2,376,864 )
Issuance of ordinary shares 500,000 500,000 - - - 500,000
Foreign currency translation adjustment - - - 12,717 (2,289 ) 10,428
BALANCE, September 30, 2022 (Unaudited) 1,500,000 $ 834,863 $ (2,197,789 ) $ 18,753 $ 77,787 $ (1,266,386 )
Retained Accumulated
earnings other
Ordinary shares (Accumulated comprehensive Noncontrolling
Shares Capital deficit) income (loss) interest Total
BALANCE, December 31, 2020 1,000,000 $ 334,863 $ (684,496 ) $ (10,956 ) $ 43,234 $ (317,355 )
Net income - - 994,632 - 35,683 1,030,315
Foreign currency translation adjustment - - - 11,446.95 (90 ) 11,357
BALANCE, September 30, 2021 (Unaudited) 1,000,000 $ 334,863 $ 310,136 $ 491 $ 78,827 $ 724,317
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
HEALTH LIMITED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended
September 30, September 30,
2022 2021
(Unaudited) (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (2,376,864 ) $ 1,030,315
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation 15,996 26,770
Amortization 87,107 122,538
Amortization of operating right-of-use asset 61,859 43,327
Amortization of finance right-of-use assets 5,973 6,136
Provision for doubtful accounts 12,616 47,138
Deferred taxes benefits (14,808 ) (20,831 )
Investment income - (1,923,641 )
Gain on disposal of subsidiary (30,055 ) -
Change in operating assets and liabilities
Accounts receivable (236,552 ) (54,582 )
Interest receivable from loan to third party (29,701 ) (11,992 )
Other receivables 1,198,477 42,201
Prepaid expenses and other current assets (96,556 ) (38,770 )
Accounts payable 1,247,281 265,292
Accounts payables - related party (2,094,532 ) 690,966
Other payables and accrued liabilities 278,211 156,253
Taxes payable (161,337 ) (14,308 )
Operating lease liabilities (61,423 ) (46,861 )
Net cash (used in) provided by operating activities (2,194,308 ) 319,951
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment (18,174 ) (1,963 )
Loan to third party (179,558 ) (267,284 )
Cash released upon disposal of a subsidiary (3,405 ) -
Net cash used in investing activities (201,137 ) (269,247 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of ordinary shares 500,000 -
Receipt of subscribed shares deposit 600,000 -
Repayments from (loans to) other receivable - related parties 240,209 28,448
Proceeds from short-term loans - bank and private lender 72,696 88,114
Repayments to short-term loans - bank and private lender (56,873 ) (47,861 )
Repayments to short-term loans - third parties - (313,625 )
Borrowings from (Repayments to) other payables - related parties 1,007,767 (18,138 )
Payment of finance lease liabilities (4,862 ) (5,079 )
Net cash provided by (used in) financing activities 2,358,937 (268,141 )
EFFECT OF EXCHANGE RATE CHANGES 187,612 15,407
NET CHANGE IN CASH 151,104 (202,030 )
CASH, beginning of the period 189,996 250,767
CASH, end of the period $ 341,100 $ 48,737
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income tax $ 125,109 $ 150,189
Cash paid for interest $ 66,447 $ 149,045
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Initial recognition of operating right of use asset and lease liability $ 63,971 $ 126,266
Initial recognition of payables to former subsidiary upon disposal of subsidiary $ 319,806 $ -
accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
HEALTH LIMITED AND SUBSIDIARIES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars, unless stated otherwise)
1- Nature of business and organization
Health Limited ("EHL" or the "Company") is a holding company incorporated on June 8, 2021, under the laws of
British Virgin Islands ("BVI"). The Company has no substantive operations other than holding all of the outstanding shares
of its subsidiaries through a reverse recapitalization.
Company, through its subsidiaries, operates its business in two segments, 1) engaged in the healthcare specialty group (other than general
practice) business offering range of specialty care services to patients, and engaged in the medical facility general practice clinic
that provides holistic care for various illnesses, and 2) engaged in the property management service that services shopping malls, business
office building, or residential apartments.
August 3, 2021, EHL completed a reverse recapitalization ("Reorganization") under common control of its then existing shareholders,
who collectively owned all of the equity interests of Kent Ridge Health Private Limited ("KRHPL"), a holding company incorporated
under the laws of the Singapore prior to the Reorganization, through the following transaction.
On July 24, 2021, EHL acquired 100% of the equity interests in Kent Ridge Healthcare Singapore Private Limited ("KRHSG") through KRHPL for consideration of SG$1.0.
On July 24, 2021, EHL acquired 100% of the equity interests in EUDA Private Limited ("EUDA PL") through KRHPL for consideration of SG$1.0.
On August 1, 2021, Kent Ridge Health Limited ("KRHL"), EHL's wholly owned subsidiary, acquired 100% of the equity interests in Super Gateway Group Limited ("SGGL") through KRHPL for consideration of SG$1.0.
On August 3, 2021, EHL acquired 100% of the equity interests in Singapore Emergency Medical Assistance Private Limited ("SEMA") through KRHPL for no consideration.
and after the Reorganization, the Company, together with its subsidiaries (as indicated above), is effectively controlled by the same
shareholders, and therefore the Reorganization is considered as a recapitalization of entities under common control in accordance with
Accounting Standards Codification ("ASC") 805-50-25. The consolidation of the Company and its subsidiaries have been accounted
for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the
first period presented in the accompanying unaudited condensed consolidated financial statements in accordance with ASC 805-50-45-5.
to the Reorganization, KRHPL entered into a Sales and Purchase of Shares Agreement ("KRHSG Agreement") with the sole shareholder
of KRHSG who is under common control of the majority shareholders of KRHPL on December 2, 2019. Pursuant to the KRHSG Agreement, KRHPL
will acquire 100% of the equity interests in KRHSG ("Reorganization of KRHSG") for a total consideration of SG$1.0 ("Total
Consideration"). The transaction was completed and effective on January 3, 2020. Since KRHSG and KRHPL are effectively controlled
by the same shareholders of EHL, and therefore the Reorganization is under common control at carrying value. The financial statements
of KRHSG are prepared on the basis as if the restructuring of KRHSG became effective as of the beginning of the first period presented
in the accompanying unaudited condensed consolidated financial statements of EHL.
to the Reorganization, KRHPL entered into a Sales and Purchase of Shares Agreement ("EUDA PL Agreement") with the sole shareholder
of EUDA PL who is under common control of the majority shareholders of KRHPL on December 2, 2019. Pursuant to the EUDA PL Agreement,
KRHPL will acquire 100% of the equity interests in EUDA PL ("Reorganization of EUDA PL") for a total consideration of SG$1.0
("Total Consideration"). The transaction was completed and effective on January 3, 2020. Since EUDA PL and LRHPL are effectively
controlled by the same shareholders of EHL, and therefore the Reorganization is under common control at carrying value. The financial
statements of EUDA PL are prepared on the basis as if the restructuring of EUDA PL became effective as of the beginning of the first
period presented in the accompanying unaudited condensed consolidated financial statements of EHL.
to the Reorganization, KRHPL entered into a Sales and Purchase of Shares Agreement ("SEMA Agreement") with the sole shareholder
of SEMA who is effectively controlled by the same shareholders of KRHPL on December 31, 2019. Pursuant to the SEMA PL Agreement, KRHPL
will acquire 100% of the equity interests in SEMA ("Reorganization of SEMA") for no consideration. SEMA is a holding company
and has no operations prior to December 31, 2019.
accompanying consolidated unaudited condensed financial statements reflect the activities of EHL and each of the following entities:
Name Background Ownership
Kent Ridge Healthcare Singapore Pte. Ltd. ("KRHSG") A Singapore company Incorporated on November 9, 2017 Multi-care specialty group offering range of specialty care services to patients. 100% owned by EHL
EUDA Private Limited ("EUDA PL") A Singapore company Incorporated on April 13, 2018 A digital health company that provides a platform to serve the healthcare industry 100% owned by EHL
Zukitek Vietnam Private Limited Liability Company ("ZKTV PL") A Vietnam company Incorporated on May 2, 2019 A Research and Development Company 100% owned by EUDA PL
Singapore Emergency Medical Assistance Private Limited ("SEMA") A Singapore company Incorporated March 18, 2019 A holding company 100% owned by EHL
The Good Clinic Private Limited ("TGC")(1) A Singapore company Incorporated on April 8, 2020 Medical facility general practice clinic that provides holistic care for various illnesses 100% owned by SEMA
EUDA Doctor Private Limited ("ED PL") A Singapore company Incorporated on December 1, 2021 A platform solution for doctors and physicians to find, connect, and collaborate with trusted peers, specialists, and other professionals 100% owned by EHL
Operation has not been commenced
Kent Ridge Hill Private Limited ("KR Hill PL") A Singapore company Incorporated on December 1, 2021 A B2B2C pharmaceutical and OTC drugs e-commerce platform to promote its drug products 100% owned by EHL
Operation has not been commenced
Kent Ridge Health Limited ("KRHL") A British Virgin Islands company Incorporated on June 8, 2021 A holding company 100% owned by EHL
Zukitech Private Limited ("Zukitech") ("ZKT PL") A Singapore company Incorporated on June 13, 2019 A holding company 100% owned by KRHL
Super Gateway Group Limited ("SGGL") A British Virgin Islands company Incorporated on April 18, 2008 A holding company 100% owned by KRHL
Universal Gateway International Pte. Ltd. ("UGI") A Singapore company Incorporated on September 30, 2000 Registered capital of RMB 5,000,000 A holding company 98.3% owned by SGGL
Name Background Ownership
Melana International Pte. Ltd. ("Melana") A Singapore company Incorporated on September 9, 2000 Property management service that services shopping malls, business office building, or residential apartments 100% owned by UGI
Tri-Global Security Pte. Ltd. ("Tri-Global") A Singapore company Incorporated on August 10, 2000 Property security service that services shopping malls, business office building, or residential apartments 100% owned by UGI
UG Digitech Private Limited ("UGD") A Singapore company Incorporated on August 16, 2001 A holding company 100% owned by UGI
Nosweat Fitness Company Private Limited ("NFC") A Singapore company Incorporated on July 6, 2021 A virtual personal training platform for fitness enthusiasts 100% owned by KRHL
Operation has not been commenced
True Cover Private Limited ("TCPL") A Singapore company Incorporated on December 1, 2021 A B2B e-claims healthcare insurance platform 100% owned by KRHL
Operation has not been commenced
KR Digital Pte. Ltd. ("KR Digital") (2) A Singapore company Incorporated on December 29, 2021 Development of software and applications 100% owned by KRHL
Operation has not been commenced
Zukihealth Sdn. Bhd. ("Zukihealth") (2) A Malaysian company Incorporated on February 15, 2018 Distribution of health care supplement products 100% owned by KR Digital
Operation has not been commenced
April 11, 2022, the Company entered into a Share Purchase Agreement (the "SPA") with 8i Acquisition 2 Corp. ("8i Acquisition"),
a British Virgin Islands company for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or more businesses or entities. Pursuant to the terms of the SPA, a business
combination between the Company and 8i Acquisition will be effected through the issuance of 8i Acquisition's ordinary shares to
the Company's existing shareholders in exchange of all of Company's outstanding ordinary shares (the "Share Purchase")
based on the purchase price as discussed below. Upon the closing of the SPA, the business combination will be accounted for as a reverse
recapitalization in accordance with U.S. GAAP. Under this method of accounting, 8i Acquisition will be treated as the "acquired"
company and the Company will be treated as the accounting acquirer for financial statement reporting purposes. Accordingly, the business
combination will be treated as the equivalent of the Company issuing shares for the net assets of 8i Acquisition, accompanied by a recapitalization.
The net assets of 8i Acquisition will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations
prior to the business combination will be those of the Company.
Meng Dong (James) Tan, who owns 33.3% of the equity interests of the Company through Watermark
Developments Limited ("Seller"), the sole shareholder of the Company, is the Chief Executive Officer and Chairman
of 8i Acquisition's board of directors. 8i Acquisition received a fairness opinion from EverEdge Global to the effect that the
purchase price to be paid by 8i Acquisition for the shares of the Company pursuant to the SPA is fair to 8i Acquisition from a financial
point of view (the "Fairness Opinion").
connection with the closing of the transactions under the SPA, the current officers and directors of the Company will become 8i Acquisition's
officers and directors.
May 30, 2022, Amendment No. 1 (the "Amendment") was made to the SPA. Pursuant to the Amendment, 8i Acquisition shall have
completed its financial, operational and legal due diligence review of the Company (the Due Diligence Review") on or before June
15, 2022, and be satisfied with the results of the Due Diligence Review. If 8i Acquisition has not notified Watermark Developments limited,
a British Virgin Islands business company (the "Seller") in writing that it is not satisfied with the results of its Due
Diligence Review by close of business, New York time, on June 15, 2022, the closing condition of Section 9.2(j) from the SPA shall lapse
without the necessity of any further action by the parties."
June 10, 2022, the Company, the Seller, and 8i Acquisition
entered into a second amendment of the SPA (the "Second Amendment").
to the Second Amendment, the initial consideration to be paid at closing (the "Closing") of the Share Purchase (the "Initial
Consideration") by 8i Acquisition to
Seller for the Share Purchase will be adjusted to an amount equal to $140,000,000. The Initial Consideration will be payable in ordinary
shares of 8i Acquisition, no par value, (the "Purchaser Shares") valued at $10.00
per share. To secure Seller's obligations under the indemnification provisions of the SPA, 1,400,000 Purchaser Shares (the "Indemnification
Escrow Shares") shall be withheld from the Purchaser Shares payable at Closing, and be delivered to American Stock Transfer &
Trust Company, as Escrow Agent, and held by the Escrow Agent pursuant to an escrow agreement, by and among 8i Acquisition,
Seller, and the Indemnified Party Representative.
to the Second Amendment, in addition to the Initial Consideration, the Seller may also receive up to 4,000,000 additional Purchaser Shares
as an earnout payment (the "Earnout Shares") if, during the period beginning on the date of Closing and ending on December
31, 2024, the volume-weighted average price of Purchaser Shares (the "Purchaser Share Price") equals or exceeds any of four
thresholds over any 20 trading days within a 30-day trading period under the terms and conditions set forth in the SPA and related transaction
The Seller will be issued 1,000,000 additional Purchaser Shares if during the period beginning on the Closing Date and ending on the
Last updated: Nov 23, 2022