BUSINESS ACQUISITIONS

12 Months Ended

Dec. 31, 2014

BUSINESS ACQUISITIONS [Text Block]

3.

BUSINESS ACQUISITIONS

On March 13, 2003, Minghua USA’s indirect subsidiary, Minghua Environmental Protection Science and Technology Limited, a Hong Kong limited company (“Minghua Science”), entered into the Acquisition Agreement with Good View Bus Manufacturing (Holdings) Company Limited, a Hong Kong limited company (Good View), Eagle Bus Development Limited, a Hong Kong limited company (Eagle), and Mr. Sin Keung Kok (Mr. Kok), relating to the acquisition of an 89.8% equity interest in the Guangzhou City View Bus Installation Company, a People’s Republic of China limited company (the Guangzhou Bus Installation Company).The Guangzhou Bus Installation Company manufactured motor coaches for domestic sale in China and for export under the “Eagle” brand name.

The acquisition of the equity interest was effective on January 2004 after obtaining certain governmental approvals. The parties to the Acquisition Agreement entered into, and simultaneously consummated the transactions contemplated by, a supplemental agreement (the Supplemental Agreement), which replaced the original Acquisition Agreement. Pursuant to the Supplemental Agreement, instead of acquiring the Guangzhou Bus Installation Company directly, Minghua Science acquired a controlling interest in the entities that control the Guangzhou Bus Installation Company. More specifically, Minghua Science acquired Good View (which owned 23.8% of the Guangzhou Bus Installation Company) and Eagle (which owned 66% of the Guangzhou Bus Installation Company), respectively. Therefore, Minghua USA became the indirect owner of an 89.8% equity interest in the Guangzhou Bus Installation Company. The remaining 10.2% was held by Guangzhou Public Automobile No. 2 Company.

The purchase price of RMB14, 000,000 (US$1,690,474) was determined by the parties based upon the fair market value the assets and business potential of Guangzhou Bus Installation Company.

The purchase price was allocated to assets and liabilities as follows on the designated effective date on January 1, 2004:

Accounts receivable	$	4,227
Inventories		1,714,957
Others receivable		523,857
Property, plant and equipment		1,295,170
Intangible – 28 bus licenses		1,018,125
Bank note payable		(66,425	)
Accounts payable		(2,055,941	)
Accrued liabilities		(816,482	)
Due to related parties		(281,131	)
Due to director		(84,519	)
Others payable		(29,910	)
Subtotal	$	1,221,928
Goodwill (cost in excess of FMV)		468,546
Total purchase price paid	$	1,690,474

Goodwill in the amount of $468,546 was written to zero at 2004 and was reported as goodwill impairment loss.

In January 2004, Minghua Hong Kong entered into a stock purchase agreement with Jinmou Li, the son of Minghua USA’s former Chairman, to acquire 100% of the equity in Asia Key Group Limited (“Asia Key”) a Hong Kong corporation, in which Jinmou Li was the sole shareholder. Asia Key’s only asset at the time was a 15% equity interest in Shenzhen Minghua Environmental Protection Vehicle Co., Ltd. (“Minghua China”). Upon the consummation of this acquisition, Minghua China become a 100% wholly-owned subsidiary of Minghua USA. The acquisition required $990,638 in cash and issuance of 28,210,000 shares of common stock at US$0.14 per share of Minghua USA for an aggregate price of $3,949,400. The book value of the net assets transferred at the time of acquisition had a negative balance. In this regard, the purchase of the 15% minority interest was recorded to goodwill. Minghua USA subsequently recorded the entire amount as impairment loss. In September 2006, Minghua USA disposed of its entire interests in Minghua Hong Kong and Minghua China.

On June 16, 2004, Minghua Hong Kong formed a wholly-owned subsidiary in the PRC, name Beijing China Cardinal Real Estate Consulting Co., Ltd. (“Beijing Cardinal Real Estate”). Minghua USA intends to use Beijing Cardinal Real Estate as a vehicle to make future real estate investments in the PRC. At December 31, 2006, Beijing Cardinal Real Estate had not begun significant operations.

During August 2006, Minghua USA restructured ownership of certain assets between its indirectly owned subsidiaries in preparation for the disposition of Minghua Science along with its wholly-owned subsidiary, Minghua China and Minghua Hong Kong. The transfers of ownership within Minghua USA’s subsidiaries are listed as follows:

(a)  Minghua USA transferred Beijing Cardinal Real Estate from Minghua Hong Kong to Euromax International Investments Limited; and

(b)  Minghua USA transferred Good View and Eagle from Minghua Science to Top Team Holdings Limited (BVI).

During September 2006, Minghua disposed of its entire interests in Minghua Hong Kong, Minghua Science to Messrs. Han Lian Zhong and Niu Rui Cheng in exchange for their assumption of Minghua Hong Kong and Minghua Science’s debt.

In aggregate, Minghua USA recognized gains of $707,825 on the sale of the subsidiaries.

		Minghua Hong			Minghua			Minghua
		Kong			Seience			China
		US$			US$			US$			Total
Inventories	$	-		$	-		$	304		$	304
Prepaid expenses		-			-			66,412			66,412
Other fixed assets		-			-			450,424			450,424
Accumulated depreciation		-			-			(401,208	)		(401,208	)
Accounts payable		-			-			(3,274	)		(3,274	)
Accrued expenses		(70,902	)		(4,486	)		(429,353	)		(504,741	)
Due to directors		-			-			(92,779	)		(92,779	)
Others payable		-			-			(51,591	)		(51,591	)
Short-term loan		-			-			(171,372	)		(171,372	)
		(70,902	)		(4,486	)		(632,437	)		(707,825	)

On October 16, 2007, Minghua USA changed its name to China LongYi Group International Holdings Limited. At the same time, the Company implemented a 1 for 20 reverse stock split of issued and outstanding shares of our common stock which reduced the number of our issued and our outstanding shares from 198,509,866 to 9,925,493.

On November 12, 2007, the Company entered into a share purchase agreement, with Daykeen Group Limited, a BVI company, pursuant to which company acquired 100% ownership of Top Time International Limited, a Hong Kong company. Daykeen is the sole shareholder of Top Time. Top Time owns 90% equity interest of Beijing SOD, which is a holding company that owns 90% equity of Chongqing SOD, a corporation incorporated in China. Chongqing SOD is a manufacturer of superoxide dismutase, or SOD products.

The Company completed an acquisition transaction with Top Time whereby we paid Daykeen, Top Time’s sole shareholder, a total consideration of $54.9 million (RMB407 million, based on an exchange ratio of $1 =RMB7.414) in exchange for 100% ownership of Top Time, consisting of $30 million in cash and $24.9 million in shares of our common stock issuable within 90 days of the closing. The equity portion of the purchase price amounts to a total of 62,250,000 shares of our common stock (based upon $0.02 /share, the average of the closing price of the Company’s common stock on the OTCBB for the 365 calendar days prior to May 31, 2007, which was adjusted for our stock split which occurred on October 16, 2007 and resulted an effective purchase price of $0.40 per share). Top Time thereby became our wholly owned subsidiary and Daykeen became our controlling stockholder upon our issuance to Daykeen of the equity portion of the purchase price in accordance with the Share Purchase Agreement.