INVESTMENT COMMITMENTS AND LIABILITIES

9 Months Ended

Sep. 30, 2014

INVESTMENT COMMITMENTS AND LIABILITIES [Text Block]

21.	INVESTMENT COMMITMENTS AND LIABILITIES
	On February 7, 2014, American Lorain Corporation (the "Company"), through its indirect wholly owned subsidiary, Junan Hongrun Foodstuff Co., Ltd. (“Junan Hongrun”) entered into a Share Purchase Agreement with Intiraimi, a limited liability company organized under the laws of France (the "Intiraimi Purchase Agreement"). Pursuant to the terms of the Intiraimi Purchase Agreement, Junan Hongrun agreed to acquire from Intiraimi 10,000 shares of Athena, a limited liability company organized under the laws of France (“Athena”), or 40% of the share capital of Athena, for an aggregate purchase price of €1,500,000 (or approximately US$2,032,050) of which (i) €1,000,000 (or approximately US$1,354,700) will be payable within 20 days of the execution of the Intiraimi Purchase Agreement, and (ii) the remaining €500,000 (or approximately US$677,350) (“Deferred Payment”) will be payable on February 7, 2015 if certain conditions are met.
	On February 7, 2014, Junan Hongrun also entered into a Reiterative Share Purchase Agreement with Biobranco II, a company organized under Portuguese law (the " Biobranco Purchase Agreement"). Pursuant to the terms of the Biobranco Purchase Agreement, Junan Hongrun will acquire from Biobranco 2,750 shares of Athena, or 11% of the share capital of Athena, for an aggregate purchase price of €495,000 (or approximately US$670,600), payable within 20 days of the execution of the Biobranco Purchase Agreement.
	Upon closing of the two transactions, the Company, through Junan Hongrun, will own 51% of the share capital of Athena. Junan Hongrun agreed to pledge 12,750 shares, or 51% of share capital, of Athena acquired in the above transactions to Intiraimi to guarantee the Deferred Payment. The Company will fulfill the Deferred Payment in good faith in July 2005, pursuant to the term of the Intiraimi Purchase Agreement provided that the conditions set forth in the Intiraimi Purchase Agreement are met.
	The transaction of acquisition to Athena group has been approved by Department of Commerce of Shandong Province, PRC on June 30, 2014, which represents that Junan Hongrun has officially completed and controlled total 51% shares of Athena Group.
	In connection with the acquisition of a 51% controlling interest in Athena, on February 7, 2014, Junan Hongrun entered into a Shareholders’ Agreement (the “Shareholder Agreement”) with Athena and each of the other shareholders of Athena (“Current Shareholders”), which defines the rights of Junan Hongrun and the Current Shareholders, and their respective undertakings as they relate to Athena. The Shareholder Agreement provides, among other things, that American Lorain will finance Cacovin, a company based in Portugal and a wholly-owned subsidiary of Athena, up to three million Euros. Please refer to the form 8-K the Company filed with the Securities and Exchange Commission on February 13 for details.