| DISPOSAL OF SUBSIDIARIES |
Note
17 DISPOSAL OF SUBSIDIARIES
Disposal
of Subsidiaries
On
November 24, 2011, the Company entered into an Equity Transfer Agreement with
Xuemei Fang (Fang) and Weirong Xu (Xu, and together with Fang, the Buyers)
to transfer 100% of the equity interest of Billion to the Buyers for RMB
85,553,893 ($13.50 million). The selling price equals the appraisal value of
Billion, including its wholly owned subsidiaries EJenie and NewPower, less RMB
153,033,107 ($24.16 million) of debt that the Company owes EJenie, which shall
be cancelled upon completion of the Equity Transfer. Xu was the Director of
Marketing of NewPower and Fang was the Vice President of EJenie at the time of
the sale. 20% of the purchase price will be paid upon the registration of the
Equity Transfer with the relevant PRC authority. Thereafter, the Buyers will pay
an aggregate of approximately $920,000 (RMB 5,800,000) every two months until
the purchase price is paid in full. As of April 30, 2012, the Company
received RMB 29,780,733 ($4,731,381) and had an outstanding
receivable of RMB 55,773,160 ($8,860,900).
The
following table summarizes the fair values of the assets and liabilities
disposed assumed at the date of disposal. The fair values of the assets disposed
and liabilities assumed at agreement date are used for the purpose of selling
price allocation. The excess of the selling price over the FV of the net assets
disposed of $292,067 was recorded as disposal gain.
|
Cash |
|
$ |
4,033,446 |
|
|
Accounts
receivable |
|
|
2,626,389 |
|
|
Other
receivable |
|
|
24,156,003 |
|
|
Inventory |
|
|
518,457 |
|
|
Taxes
receivable |
|
|
1,297,924 |
|
|
Property
and equipment, net |
|
|
912,775 |
|
|
Intangible
assets, net |
|
|
6,285,970 |
|
|
Accounts
payable |
|
|
(861,597 |
) |
|
Other
payable and accrued expenses |
|
|
(241,125 |
) |
|
Deferred
tax liability |
|
|
(1,362,935 |
) |
|
Disposal
gain |
|
|
292,067 |
|
|
Selling
price |
|
$ |
37,657,374 |
| |