EX-99.3 4 e20309ex99-3.txt PRO FORMA FINANCIAL STATEMENTS Exhibit 99.3 Pro Forma UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated balance sheet combines the consolidated historical balance sheet of Beijing Origin Seed Technology, Inc. and Subsidiaries ("Beijing Origin") and the historical balance sheet of Chardan Capital Acquisition Corp. ("Chardan") as of September 30, 2004, giving effect to the transaction described in the Stock Purchase Agreement dated December 20, 2004 (the "Transaction") as if it had occurred September 30, 2004. The following unaudited pro forma condensed consolidated statements of operations combine the historical statements of operations of Beijing Origin for the year ended December 31, 2003 and Chardan for the period from December 5, 2003 (inception) and December 31, 2003, and the historical statements of operations of Beijing Origin and Chardan for the nine months ended September 30, 2004, giving effect to the Transaction as if it had occurred on January 1, 2003. The unaudited pro forma condensed consolidated balance sheet at September 30, 2004 and the statement of operations for the nine-month period ended September 30, 2004 has been prepared using two different levels of approval of the Transaction by the Chardan stockholders, as follows: o Assuming Maximum Approval: This presentation assumes that 100% of Chardan stockholders approve the Transaction; and o Assuming Minimal Approval: This presentation assumes that only 80.1% of Chardan stockholders approve the Transaction. We are providing this information to aid you in your analysis of the financial aspects of the Transaction. The unaudited pro forma condensed consolidated financial statements described above should be read in conjunction with the historical financial statements of Beijing Origin and Chardan and the related notes thereto. The unaudited pro forma information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the Transaction taken place on the dates noted, or the future financial position or operating results of the combined company. The unaudited pro forma condensed consolidated financial statements were prepared treating the Transaction as a reverse acquisition under the purchase method of accounting with Beijing Origin treated as the acquirer. Since Chardan is not an operating company, the Transaction is treated as the issuance of shares of Beijing Origin for the net tangible assets (consisting principally of cash) of Chardan. Therefore, no goodwill has been recorded in the Transaction. 1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET ASSUMING MAXIMUM APPROVAL SEPTEMBER 30, 2004

F-1 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET ASSUMING MINIMUM APPROVAL SEPTEMBER 30, 2004

F-2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ASSUMING MAXIMUM APPROVAL FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

F-3 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ASSUMING MINIMUM APPROVAL FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004

F-4 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003

(1) From December 5, 2003 (inception) to December 31, 2003 F-5 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS PRO FORMA ADJUSTMENTS (a) to record the release of funds held in trust by Chardan (b) to record the payment of the $10,000,000 initial cash payment, net of $250,000 hold back to secure indemnification obligations (c1) assuming maximum approval, to reclassify common stock held in trust to permanent equity and to record related deferred interest as income (c2) assuming minimum approval, to record refund of funds to dissenting shareholders (d) to record the issuance of 10,200,000 shares of Chardan common stock for all the shares of Beijing Origin (e) to eliminate the accumulated deficit (as adjusted when assuming maximum approval) of Chardan as the accounting acquiree under the reverse acquisition application of the purchase method of accounting (f) to eliminate the current minority interest in Beijing Origin's subsidiaries and record the applicable minority interest subsequent to the Transaction (g) Pro forma net income per share was calculated by dividing pro forma net income by the weighted average number of shares outstanding as follows: -------------------------------------------------------------------------------- Year ended Nine-months ended December 31, 2003 September 30, 2004 ----------------- -------------------------- -------------------------------------------------------------------------------- Assuming Assuming Assuming Maximum Maximum Minimum Approval Approval Approval (100%) (100%) (80.1%) ---------- ---------- ---------- -------------------------------------------------------------------------------- Shares issued in the 10,200,000 10,200,000 10,200,000 Transaction -------------------------------------------------------------------------------- Chardan weighted average 875,000 3,710,128 3,143,386 shares ---------- ---------- ---------- -------------------------------------------------------------------------------- 11,075,000 13,910,128 13,343,386 ========== ========== ========== -------------------------------------------------------------------------------- Options and warrants have not been considered since the related exercise prices are in excess of the market prices during the periods. F-6

CHARDAN CHINA ACQUISITION CORP 8-K/A