Asset Acquisition | 4. Asset Acquisition 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 Shanghai Pudong New Area Zhangjiang Ziwei Rd No. 372 and No. 376. 30,778,879 193,870,000 Land use rights 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 December 31, 2019, the Company has paid total of $25,011,434 (RMB 175,000,000). 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 rulings 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 by the end of November 2019. On November 29, 2019, the Company entered a Letter of Understanding regarding the APA with the seller: 1) the Company shall pay RMB4,000,000 immediately upon signing the agreement, and 2) shall arrange the payments of the remaining balance incorporated with the seller’s schedules of external debt settlements in order to lift the courts’ restrictions. During the six months ended December 31, 2019, the Company made additional $1,576,832 (RMB12 million) payment and total $19,618,955 (RMB135,870,000) payments were made for Asset A was recorded as deposit as of December 31, 2019. Further, the Company consummated the share purchase agreement to acquire the entity – Shanghai Qiaoyuan Information Technology Co., Ltd (“SH QYIT”) in 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 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 December 31, 2019, the Company made a $3,000,000 payment. On November 2019, the Project Company suspended their operation due to the unfavorable operation result and no reinstate plan as of the reporting date given the critical social circumstances in Asia, especially in China. We cannot be assured that the transaction will be completed as intended. |