Business Description and Basis of Presentation [Text Block] | 1. Organization and Business Background Plastec Technologies, Ltd. (“Company”) (formerly known as “GSME Acquisition Partners I”), incorporated under the laws of Cayman Islands on March 27, 2008, and its subsidiaries (where the context permits, references to the “Company” below shall include references to its subsidiaries (collectively as the “Group”)) had principally been engaged in the provision of integrated plastic manufacturing services from mold design and fabrication, plastic injection manufacturing to secondary-process finishing as well as parts assembly. The Group’s manufacturing activities had been performed in the People’s Republic of China (the “PRC” or “China”) and Thailand during the years 2015 and through October 11, 2016. The selling and administrative activities had mainly been performed in China. On November 14, 2015, the Company entered into a Share Transfer Agreement (the “Agreement”) with Shanghai Yongli Belting Co., Ltd. (“SYB”) and its wholly-owned subsidiary, Shanghai Yongjing Investment Management Co., Ltd. (“SYIM”). Pursuant to the Agreement, SYIM was to purchase, through a wholly-owned Hong Kong subsidiary (the “HK Subsidiary”), the entirety of the Company’s shareholding interests in its then wholly-owned subsidiary, Plastec International Holdings Limited (“PIHL”) alongside the latter’s subsidiaries (collectively, “PIHL Group”), for an aggregate purchase price of RMB 1,250,000,000 The disposal represents a strategic shift and has a major effect on the Group’s results of operations. Accordingly, assets and liabilities, revenues and expenses, and cash flows related to the disposed business lines have been reclassified in the accompanying consolidated financial statements as discontinued operations for all periods presented. The consolidated balance sheets as of December 31, 2015 (note 3), the consolidated statements of operations and comprehensive income and the consolidated statements of cash flows for the year ended December 31, 2015 and 2016 adjusted retrospectively to reflect this change. The disposal of PIHL was completed on 11 October, 2016. As a result, the Company no longer owns PIHL. Thereafter, the Group’s only operations have generally been, or will be, to complete construction of a manufacturing plant at Kai Ping intended to be disposed of to SYB or company designated by it (as agreed, in principle, under the Agreement), collect rental income from certain property the Group owns and is being leased to one of PIHL’s subsidiaries and explore other investment opportunities. On August 25, 2017, Yong Xie Precision Tech (Kai Ping) Co., Limited, a wholly foreign-owned enterprise in the PRC was established as part and parcel of establishing the manufacturing plant at Kai Ping. Name Date of incorporation/ establishment Place of incorporation/ Percentage of equity interest attributable to the Company Principal activities Allied Sun Corporation Limited August 20, 2008 Hong Kong 100% Dormant Broadway Manufacturing Company Limited August 17, 2005 BVI 100% Property investment Ever Ally Developments Limited January 30, 2015 BVI 100% Investment holding Kai Ping Broadway Mold Tech Co., Limited June 16, 2015 PRC 100% Investment holding Sun Line Industrial Limited April 27, 1993 Hong Kong 100% Dormant Sun Ngai Spraying and Silk Print Co., Ltd. July 25, 1995 BVI 100% Dormant Name Date of incorporation/ establishment Place of incorporation/ Percentage of equity interest attributable to the Company Principal activities Sun Ngai Industries (HK) Co., Limited 新藝工業(香港)有限公司 (Formerly March 22, 2006 Hong Kong 100% Investment holding Sun Terrace Industries Limited March 2, 2004 BVI 100% Dormant Viewmount Developments Limited November 12, 2013 BVI 100% Investment holding Yong Xie Precision Tech (Kai Ping) Co., Limited August 25, 2017 PRC 100% Investment holding The Merger Transaction with Plastec International Holdings Limited On March 27, 2008, the Company was established as a special purpose acquisition company whose objective was to consummate an acquisition, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses located in the PRC On August 6, 2010, the Company entered into an Agreement and Plan of Reorganization (the “Merger Agreement”) with GSME Acquisition Partners I Sub Limited (“GSME Sub”), Plastec International Holdings Limited (“PIHL”) and all former shareholders of PIHL (“PIHL Shareholders”) (together, the “Parties”). Upon the consummation of the transactions contemplated by the Merger Agreement, GSME Sub was to be merged with and into PIHL, with PIHL surviving as a wholly-owned subsidiary of the Company (the “Merger”). The PIHL Shareholders were then entitled to receive up to an aggregate of 16,948,053 0.001 On September 13, 2010, in connection with the Merger, the Parties entered into an Amended and Restated Agreement and Plan of Reorganization (the “Amended and Restated Merger Agreement”) to, amongst other matters, revise the terms of the merger consideration to be paid to the PIHL Shareholders. Pursuant to the Amended and Restated Merger Agreement, upon consummation of the Merger, the PIHL Shareholders became entitled to receive up to an aggregate of 16,778,571 7,054,583 9,723,988 2,944,767 3,389,610 3,389,611 Year ending April 30, Net Income HK$ 2011 130,700 2012 176,000 2013 250,000 At the Special Meeting held on December 10, 2010, the merger proposal was approved by the shareholders. On December 16, 2010, the Company consummated the transactions contemplated by the Amended and Restated Merger Agreement, pursuant to which, amongst other things, PIHL became a wholly owned subsidiary of the Company (the “Merger Transaction”). The Merger Transaction was accounted for as a reverse acquisition with PIHL being considered the accounting acquirer in the Merger. The completion of the Merger enabled the PIHL Shareholders to obtain a majority voting interest in the Company. Generally accepted accounting principles in the United States require that a company whose shareholders retain the majority interest in a combined business be treated as the acquirer for accounting purposes. Accordingly, the aforementioned Merger Transaction was accounted for as a reverse acquisition of a private operating company (PIHL) with a non-operating public company (the Company) with significant amount of cash. The reverse acquisition process utilized the capital structure of the Company and the assets and liabilities of PIHL were recorded at historical cost. The transaction was recorded as a recapitalization of PIHL and thus was reflected retrospectively in PIHL’s historical financial statements. Although PIHL was deemed to be the accounting acquirer for financial accounting and reporting purposes, the legal status of PIHL as the surviving company did not change. Under the reverse acquisition accounting, the historical consolidated financial statements of the Company for the periods prior to December 16, 2010 were those of PIHL and its subsidiaries. Since PIHL was deemed as accounting acquirer, PIHL’s fiscal year replaced the Company’s fiscal year. The fiscal year end changed from October 31 to April 30. The financial statements of the Company reflected the aforementioned Merger Transaction in the consolidated statement of shareholders’ equity through a line of “Recapitalization in connection with the reverse merger” to present the net assets of the Company as of December 16, 2010. Net assets acquired: HK$ Cash 58,160 Accounts payable and accrued liabilities (1,524) 56,636 On April 30, 2011, the Parties entered into an amendment to the Amended and Restated Merger Agreement to remove the provisions of Earnout Shares and issued an aggregate of 7,486,845 Purchase of securities by the issuer Prior to November 2011, the Company had no plans or programs for the purchase of its outstanding securities. However, in connection with the Merger, holders of 2,615,732 10.30 In November 2011, the board of directors of Company approved a U.S.$ 5 5 The timing of repurchases under the 2013 Repurchase Program will depend on a variety of factors, including price and market conditions prevailing from time to time, and the program may be suspended, modified or discontinued without notice at any time. Period* Total number of Total number of Total number of units February 2012 - 4,000 - June 2012 - 60,675 - January 2013 - 600,000 - June 2013 80,000 94,100 - August 2013 5,000 - - September 2013 - 73,990 - October 2013 - 586,010 - August 2014 547,600 - - * Each period covers the full calendar month indicated. There were no repurchases made in omitted months. Repurchases for September 2013 and earlier months were under the 2011 Repurchase Program. Repurchases for October 2013 onward were under the 2013 Repurchase Program. As of the date hereof, the approximate dollar value of securities that may be purchased under the Company’s current repurchase program stood at U.S.$ 1,431,918 In addition to the purchases made pursuant to the 2011 and 2013 Repurchase Programs, the Company also repurchased 1,570,000 7.5 11.8 Further, pursuant to the mandatory redemption terms of an escrow agreement (as amended on December 16, 2011), a total of 806,293 0.01 |