Exhibit 10.9


 


CHINA
COMMERCIAL CREDIT INC.


UNAUDITED
PRO FORMA CONDENSED COMBINED BALANCE SHEETS


(in
thousands, except per share amount)


 


	 	 	May 31, 2018	 
	 	 	CCCR
 
	 	 	Pro Forma adjustments	 	 	Notes	 	Pro
Forma
	 
	 	 	unaudited	 	 	 	 	 	 	 	 	 
	ASSETS	 	 	 	 	 	 	 	 	 	 	 
	Cash and cash equivalents	 	$	2,676	 	 	$	(821	)	 	(a)(b)	 	 	1,855	 
	Restricted cash	 	 	10	 	 	 	(10	)	 	(a)	 	 	-	 
	Notes receivable	 	 	16	 	 	 	(16	)	 	(a)	 	 	-	 
	Loan receivable, net	 	 	4,918	 	 	 	(4,918	)	 	(a)	 	 	-	 
	Interest receivable	 	 	58	 	 	 	(58	)	 	(a)	 	 	-	 
	Property and equipment, net	 	 	2,021	 	 	 	(15	)	 	(a)	 	 	2,006	 
	Other assets	 	 	44	 	 	 	(28	)	 	(a)	 	 	16	 
	Total assets	 	$	9,743	 	 	$	(5,866	)	 	 	 	$	3,877	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Liabilities	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deposit payable	 	$	271	 	 	$	(271	)	 	(a)	 	$	-	 
	Accrual for financial guarantee services	 	 	9,884	 	 	 	(9,884	)	 	(a)	 	 	-	 
	Other current liabilities	 	 	95	 	 	 	(95	)	 	(a)	 	 	-	 
	Subscription for private placements	 	 	-	 	 	 	-	 	 	 	 	 	-	 
	Due to a related party	 	 	382	 	 	 	(382	)	 	(a)	 	 	-	 
	Income tax payable	 	 	342	 	 	 	(342	)	 	(a)	 	 	-	 
	Other noncurrent liabilities	 	 	261	 	 	 	-	 	 	 	 	 	261	 
	Total liabilities	 	 	11,235	 	 	$	(10,974	)	 	 	 	 	261	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shareholders' Equity	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Common Stock	 	 	20	 	 	 	-	 	 	 	 	 	20	 
	Subscription receivable	 	 	(1	)	 	 	1	 	 	(a)	 	 	-	 
	Additional paid-in capital	 	 	71,773	 	 	 	(44,064	)	 	(a)	 	 	27,669	 
	Statutory reserve	 	 	5,442	 	 	 	(5,442	)	 	(a)	 	 	-	 
	Due from a non-controlling shareholder	 	 	(1,114	)	 	 	1,114	 	 	(a)	 	 	-	 
	Accumulated other comprehensive income	 	 	4,323	 	 	 	(4,693	)	 	(a)	 	 	(370	)
	(Accumulated deficit)/Retained earnings	 	 	(81,895	)	 	 	58,192	 	 	(c)	 	 	(23,703	)
	Total Shareholders’ (Deficit)/Equity	 	 	(1,492	)	 	 	5,108	 	 	 	 	 	3,616	 
	Total Liabilities and Shareholders’ (Deficit)/Equity	 	$	9,743	 	 	$	(5,866	)	 	 	 	$	3,877	 



 




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CHINA
COMMERCIAL CREDIT INC.


UNAUDITED
PRO FORMA CONDENSED COMBINED INCOME STATEMENTS


FOR
THE FIVE MONTHS ENDED MAY 31, 2018


(in
thousands, except per share amount)


  


	 	 	For the five months ended May 31, 2018	 
	 	 	CCCR 
	 	 	Pro Forma adjustments	 	 	Notes	 	Pro
Forma
	 
	 	 	unaudited	 	 	 	 	 	 	 	 	 
	Net interest and fee income	 	$	149	 	 	$	(101	)	 	(d)	 	$	48	 
	Reversal of provision for loan losses and financial lease losses	 	 	330	 	 	 	(330	)	 	(d)	 	 	-	 
	Provision for financial guarantee services	 	 	(104	)	 	 	(104	)	 	(d)	 	 	-	 
	Net revenue	 	 	375	 	 	 	(327	)	 	 	 	 	48	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Non-interest expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Salaries and employee surcharge	 	 	(154	)	 	 	32	 	 	(d)	 	 	(122	)
	Rental expenses	 	 	(19	)	 	 	7	 	 	(d)	 	 	(12	)
	Changes in fair value of noncurrent liabilities	 	 	(148	)	 	 	-	 	 	 	 	 	(148	)
	Other operating expense	 	 	(786	)	 	 	111	 	 	(d)	 	 	(675	)
	Total non-interest expenses	 	 	(1,107	)	 	 	150	 	 	 	 	 	(957	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loss before income taxes	 	 	(732	)	 	 	(177	)	 	 	 	 	(909	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Income tax expense	 	 	-	 	 	 	-	 	 	 	 	 	-	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net loss	 	$	(732	)	 	$	(177	)	 	 	 	$	(909	)
	Loss per Share- Basic and Diluted	 	 	(0.037	)	 	 	-	 	 	 	 	 	(0.046	)
	Weighted Average Shares Outstanding-Basic and Diluted	 	 	19,835	 	 	 	-	 	 	 	 	 	19,835	 



 




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CHINA
COMMERCIAL CREDIT INC.


UNAUDITED
PRO FORMA CONDENSED COMBINED INCOME STATEMENTS


FOR
THE YEAR ENDED DECEMBER 31, 2017


(in
thousands, except per share amount)


  


	 	 	For the year ended December 31, 2017	 
	 	 	CCCR
	 	 	Pro Forma adjustments	 	 	Notes	 	Pro
Forma
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Net interest and fee income	 	$	404	 	 	$	(369	)	 	(d)	 	$	35	 
	Provision for loan losses and financial lease losses	 	 	(3,055	)	 	 	3,055	 	 	(d)	 	 	-	 
	Commission and fees on financial guarantee services	 	 	3	 	 	 	(3	)	 	(d)	 	 	-	 
	Provision for financial guarantee services	 	 	(2,839	)	 	 	2,839	 	 	(d)	 	 	-	 
	Net revenue	 	 	(5,487	)	 	 	5,522	 	 	 	 	 	35	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Non-interest expenses	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Salaries and employee surcharge	 	 	(959	)	 	 	168	 	 	(d)	 	 	(791	)
	Rental expenses	 	 	(58	)	 	 	28	 	 	(d)	 	 	(30	)
	Business taxes and surcharge	 	 	(6	)	 	 	6	 	 	(d)	 	 	-	 
	Legal and consulting expenses relating to acquisition	 	 	(2,750	)	 	 	-	 	 	 	 	 	(2,750	)
	Changes in fair value of noncurrent liabilities	 	 	(266	)	 	 	-	 	 	 	 	 	(266	)
	Other operating expense	 	 	(1,174	)	 	 	716	 	 	(d)	 	 	(458	)
	Total non-interest expenses	 	 	(5,213	)	 	 	918	 	 	 	 	 	(4,295	)
	Loss before income taxes	 	 	(10,700	)	 	 	(6,440	)	 	 	 	 	(4,260	)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Income tax expense	 	 	-	 	 	 	-	 	 	 	 	 	-	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net loss	 	$	(10,700	)	 	$	(6,440	)	 	 	 	$	(4,260	)
	Loss per Share- Basic and Diluted	 	 	(0.598	)	 	 	-	 	 	 	 	 	(0.238	)
	Weighted Average Shares Outstanding-Basic and Diluted	 	 	17,894	 	 	 	-	 	 	 	 	 	17,894	 






 






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NOTES
TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION


(in
thousands, except per share amount) 


 


	 	(a)	These
    adjustments reflect the elimination of assets and liabilities attributable to CCCR International Investment Ltd. (“Disposal
    Group”).
	 	(b)	This
    adjustment reflects the receipt of cash consideration at the closing of the transaction of US$500,000, after reduction for
    transaction costs and cash, as of May 31, 2018.
	 	(c)	This
    adjustment reflects the gain on the transaction based on the net assets as of May 31, 2018. This estimated gain has not
    been reflected in the Pro Forma Consolidated Statements of Operations as it is considered to be nonrecurring in nature. No
    adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustment under the terms of the
    agreement.
	 	(d)	These
    adjustments reflect the elimination of Disposal Group operating revenues and costs.
	 	(e)	During
        the period from March  31, 2018 to the closing date, the Company raised capital of US$3.3 million to support its luxury
        car leasing services which just started up in May 2018. As of May 31, 2018, the Company purchased luxury cars at the cost
        of US$2.0 million.

                                                          

        The
        Company earned approximately US$48,000 from the luxury car leasing services for the period since the inception of luxury
        car leasing service through May 31, 2018. As of May 31, 2018, the Company had a net asset of US$3.6  million.



 






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