Acquisitions | 5. Acquisitions On April 2, 2018, the Company entered into an Asset Purchase Agreement (the “APA”) whereby the Company will purchase land use rights, buildings, construction rights and other property rights located in Shanghai from a third party for a total purchase price of $36,991,173 (RMB 233,000,0000 at exchange rate of 0.1587), which was its approximate fair value as estimated by a third party appraisal firm. A summary of fair value of the asset as following: Description Location Amount (1) Amount (in dollars) (in RMB) Building and building improvements and land use rights (Asset A) Shanghai Pudong New Area Zhangjiang Ziwei Rd No. 372 and No. 376. 30,778,879 193,870,000 Land use rights (Asset B) Shanghai Chongming District San Shuang Gong Lu No. 4797. 6,212,294 39,130,000 36,991,173 233,000,000 (1) The exchange rate of 0.1587 was used to translate the RMB amounts at purchase date. As of June 30, 2019, the Company has paid a total of $23,741,552 (RMB 163,000,000), subsequently paid another $1,165,230(RMB 8,000,000). On September 1, 2018, the Company obtained the full management and operation rights of the senior hotel property and other assets (Property A) located at Shanghai Pudong New Area pursuant to the Operation Rights Transferring Agreement entered on August 31, 2018 with the seller. Although the Company has the rights to operate the senior living services of Asset A purchased under this agreement, and is currently generating revenues, the Company has not received a deed because the seller is involved in several lawsuits that have resulted in decisions to restrict transferring it by Shanghai local district courts. Therefore, The Company has decided not to make any further payments until the asset is free of the restrictions. As of June 30, 2019, $18,042,123 payments made for Asset A was recorded as deposit. Further, the Company consummated the share purchase agreement to acquire the entity – Shanghai Qiaoyuan Information Technology Co., Ltd (“SH QYIT”) on November 2018 who holds the land use rights of Property B located on Shanghai Chongming. Asset B has been transferred to Properties and equipment, net On April 16, 2019 the Company entered into a Business Project Investment Agreement (the “Acquisition Agreement”) with Palau Asia-Pacific International Aviation and Travel Agency consisting of Palau Asia Pacific Air Management Limited, Global Tourism Management Limited and Global (Guangzhou) Tourism Service Co., Ltd. (collectively the “Project Company”) pursuant to which it will acquire 51% of the issued and outstanding capital stock of Project Company for $8,000,000, representing 49% of the Project Company’s dividend distribution, voting rights and liquidation interest of assets. The Project Company will remain the main operator of the existing business. The $8,000,000 will be paid as follows: $3,000,000 on or before April 27, 2019; $2,000,000 on or before June 30, 2019 and $3,000,000 on or before September 30, 2019. As of June 30, 2019, the Company made a $3,000,000 payment. However, the acquisition was subject to continuing due diligence, negotiation and customary closing conditions, including completion of an audit. The process of due diligence and audit are still on going. Therefore, additional payments have been postponed until a satisfactory audit can be delivered and other due diligence has been completed. We cannot be assured that the transaction will be completed as intended. In September 2017, the Company purchased Shanghai Hongfu Health Management Ltd, a company incorporated in the People’s Republic China with a purchase price of RMB350,000 ($53,790). The Company had $59,812 in net asset at fair value and $1,820 in cash. The acquisition was for the purpose of entering senior residential service industry in China as acquired company had all necessary licenses. |