Taoping Holdings Limited Has Signed A Supplemental Agreement With Skyladder Holding Limited Regarding The Acquisition Of 100% Equity Interest In A Target Company For ~$21.36M

As previously reported in the Report on Form 6-K filed with the U.S. Securities and Exchange Commission on September 30, 2025, Taoping Inc., a British Virgin Islands business company with limited liability (the "Company"), through its wholly owned British Virgin Islands subsidiary, Taoping Holdings Limited ("Taoping Holdings"), entered into a Share Purchase Agreement (the "SPA") with Skyladder Holding Limited (the "Transferor") on September 29, 2025, pursuant to which Taoping Holdings agreed to acquire 100% of the equity interests of Skyladder Group Limited, a Hong Kong company and a wholly owned subsidiary of the Transferor (the "Target"). Pursuant to the SPA, the total consideration for the acquisition of the Target is RMB 152 million (approximately US$21.36 million), payable in 7,882,921 ordinary shares of the Company, with no par value per share (the "Ordinary Shares"), which will be issued in a single batch within 10 business days after all closing conditions have been satisfied or waived and the equity transfer of the Target has been completed in Hong Kong. The Ordinary Shares to be issued will initially be subject to transfer restrictions, which may be lifted in tranches upon achievement of required audited revenue and net profit (after tax) targets for various time periods.

 

On November 25, 2025, the Company through Taoping Holdings entered into a Supplemental Agreement to the SPA (the "Supplemental Agreement") with the Transferor to amend the first clause of Article 3.3 of the SPA. Pursuant to the Supplemental Agreement, if during the period from December 1, 2025 to December 31, 2025, the Target achieves audited operating revenue of RMB 8.16 million and net profit (after tax) of RMB 440,000, then 1,576,584 Ordinary Shares will be unlocked.

 

The foregoing description of the Supplemental Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Supplemental Agreement, a copy of which is furnished as Exhibit 99.1 to this Report on Form 6-K.