evolución del idd-lat en ecuador 2002-
5. En la dimensión capacidad para
(a) Acquisition-related costs amounting to RMB175,000 have been recognised as an expense in the year, within the administrative expenses in the consolidated statement of comprehensive income.
Assets acquired and liabilities recognised at the date of acquisition are as follows: RMB’000
Property, plant and equipment 199
Intangible assets
– Customer relationship 4,627
Inventory 270
Trade and other receivables 13,582
Deferred tax asset 29
Bank balances and cash 2,762
Trade and other payables (14,309)
Deferred tax liability (1,157)
6,003 The fair value of trade and other receivables at the date of acquisition amounted to RMB13,582,000. The gross contractual amounts of those trade and other receivables acquired amounted to RMB19,963,000 at the date of acquisition. The best estimate at acquisition date of the contractual cash flows not expected to be collected amounted to RMB6,381,000.
Goodwill arising on acquisition
RMB’000
Consideration transferred 14,313
Plus: Non-controlling interests 2,940
Less: Net assets acquired (6,003)
Goodwill arising on acquisition 11,250
Net cash inflow on acquisition of Han Consulting
RMB’000 Cash consideration paid during the year ended 31 December 2010 1,900
Less: cash and cash equivalent balances acquired (2,762)
32. ACQUISITIONS – continued
(b) On 2 December 2010, the Group acquired the entire equity interest of MMIM for a consideration up to US$91,000,000 comprising of both cash consideration and issue of consideration shares. The amount included a consideration of US$45,500,000, comprising of both cash consideration and issue of consideration shares, the payment of which is contingent upon achievement of certain specific milestones. The contingent consideration is measured at fair value of RMB77,275,000 at the date of acquisition, which is based on a discounted cash flow model considering the forecasted financial performance, the market potential of the acquired business and the market performance. MMIM, through its subsidiary and special purpose entities, is engaged in provision of mobile internet technology services. Acquisition of the subsidiary was accounted for by the purchase method.
Consideration transferred
RMB’000
Cash 151,722
Ordinary shares issued 187,588
Contingent consideration payable within one year 59,445
Contingent consideration payable over one year 17,830
Total 416,585
As part of the initial consideration for the acquisition of MMIM, 110,333,945 ordinary shares of the Company with par value of HK$0.05 each were issued. The fair value of the ordinary shares of the Company, determined using the published price available at the date of acquisition, amount to HK$218,461,000 (equivalent to RMB187,588,000).
Acquisition-related costs amounting to RMB525,000 have been recognised as expenses in the current year, and included in the administrative expenses in the consolidated statement of comprehensive income.
32. ACQUISITIONS – continued
Assets acquired and liabilities recognised at the date of acquisition are as follows: RMB’000
Property, plant and equipment 662
Intangible assets
– Software 5,306
– Customer relationship 89,262
– Patent 13,047
Trade and other receivables 12,388
Deferred tax asset 775
Bank balances and cash 131,037
Trade and other payables (48,417)
Other loan payable to a director of MMIM (64,859)
Deferred tax liability (25,862)
113,339 The fair value and gross contractual amounts of those trade and other receivables acquired amounted to RMB12,388,000 at the date of acquisition.
Goodwill arising on acquisition:
RMB’000
Consideration transferred 416,585
Less: net assets acquired (113,339)
Goodwill arising on acquisition 303,246
Net cash outflow on acquisition of MMIM
RMB’000 Cash consideration paid during the year ended 31 December 2010 151,722
Less: cash and cash equivalent balances acquired (131,037)
32. ACQUISITIONS – continued
Note: The goodwill arising on the acquisitions of Han Consulting and MMIM are attributable to the anticipated profitability of the provision of the Group’s IT consulting and solutions services and the anticipated future operating synergies from the combination. In addition, the Group believes that the acquisition of these two businesses further its strategy of expanding into the consulting and mobile internet technology services. The combination of these factors is the rationale for the excess of purchase price over the value of the net assets acquired.
None of the goodwill arising from these acquisitions is expected to be deductible for tax purposes.
Han Consulting and MMIM contributed positively RMB23,074,000 and RMB15,119,000 respectively to the Group’s turnover and accounted for a loss of RMB1,571,000 and a profit of RMB6,400,000 respectively to the Group’s results for the year between the respective dates of acquisitions and the end of the reporting period.
If the acquisitions had been completed on 1 January 2010, total Group’s turnover for the year would have been RMB1,703,153,000, and Group’s loss for the year would have been RMB112,382,000. The proforma information is for illustrative purposes only and is not necessarily an indication of turnover and results of operations of the Group that actually would have been achieved had the acquisition been completed on 1 January 2010, nor is it intended to be a projection of future results.
In determining the ‘pro-forma’ turnover and loss of the Group had Han Consulting and MMIM been acquired at the beginning of the current year, the directors have calculated depreciation of property, plant and equipment acquired and amortisation of intangible assets on the basis of the fair values arising in the initial accounting for the business combination rather than the carrying amounts recognised in the pre- acquisition financial statements.
32. ACQUISITIONS – continued
(c) In September 2009, the Group acquired the entire equity interest of Shenzhen Jinhuaye for a consideration up to RMB33,590,000. The amount included a consideration of RMB21,442,500, the payment of which is contingent upon achievement of certain specific milestones. In the opinion of the directors of Company, the payment of the contingent consideration was probable at the date of acquisition and accordingly was recognised as part of the cost of acquisition. The fair value of the total consideration was RMB32,621,000 at the date of acquisition. Shenzhen Jinhuaye is engaged in the provision of IT outsourcing services. Acquisition of the subsidiary was accounted for by the purchase method.
Acquiree’s
carrying Fair value
amount adjustment Fair value
RMB’000 RMB’000 RMB’000
Net assets acquired:
Property, plant and equipment 4,156 – 4,156
Intangible assets
– Customer relationship – 6,857 6,857
– Non-compete agreement – 24 24
Trade and other receivables 18,784 – 18,784
Bank balances and cash 1,948 – 1,948
Trade and other payables (16,919) – (16,919)
Deferred tax liability – (1,720) (1,720)
7,969 5,161 13,130
Goodwill on acquisition 19,491
Total consideration 32,621
Satisfied by:
Cash 12,147
Outstanding consideration payable
within one year (Note) 9,296
Outstanding consideration payable
over one year (Note) 11,178
32,621 Net cash outflow arising on acquisition:
Cash consideration paid 12,147
Bank balances and cash acquired (1,948)
Net cash outflow of cash and cash equivalents
32. ACQUISITIONS – continued
Note: Contingent consideration is to be calculated based on certain milestones through 31 December 2010 and 31 December 2011. During the year ended 31 December 2010, part of the contingent consideration was finalised to be RMB9,296,000 with the achievement of certain specific milestone for 2010 and a cash consideration of RMB9,296,000 was paid. RMB11,985,000 was recorded as consideration payable as at 31 December 2010, which is subject to the achievement of certain milestones for 2011.
(d) In November 2009, the Group acquired the entire equity interest of Guangyuqimin for a cash consideration of RMB6,000,000. Guangyuqimin is engaged in business of IT solution services. Acquisition of the subsidiary was accounted for by the purchase method.
Acquiree’s
carrying Fair value
amount adjustment Fair value
RMB’000 RMB’000 RMB’000
Net assets acquired:
Property, plant and equipment 424 – 424
Intangible assets
– Customer relationship – 356 356
– Non-compete agreement – 698 698
Inventory 16 – 16
Trade and other receivables 164 – 164
Bank balances and cash 2,658 – 2,658
Trade and other payables (962) – (962)
Deferred tax liability – (263) (263)
2,300 791 3,091
Goodwill on acquisition 2,909
Total consideration 6,000
Satisfied by:
Cash 6,000
32. ACQUISITIONS – continued
(e) In September 2009, the Group acquired a business (“Tobacco”) from an entity engaged in the provision of IT solution services in tobacco retailing industry for a cash consideration up to RMB33,000,000. The amount included a consideration of RMB13,000,000, the payment of which is contingent upon achievement of certain specific milestones. In the opinion of the directors of Company, the payment of the contingent consideration was probable at the date of acquisition and accordingly was recognised as part of the cost of acquisition. Acquisition of the business was accounted for by the purchase method.
Acquiree’s
carrying Fair value
amount adjustment Fair value
RMB’000 RMB’000 RMB’000
Assets acquired Intangible assets
– Customer relationship – 7,757 7,757
– Non-compete agreement – 297 297
Deferred tax liability – (1,329) (1,329)
– 6,725 6,725
Goodwill on acquisition 26,275
Total consideration 33,000
Satisfied by:
Cash 20,000
Outstanding consideration payable
within one year (Note) 13,000
33,000 Cash outflow arising on acquisition:
Cash consideration paid 20,000
Bank balances and cash acquired –
Cash outflow of cash and cash equivalents
in respect of the acquisition 20,000
Note: During the year ended 31 December 2010, the contingent consideration was finalised to be RMB13,000,000 with the achievement of certain specific milestones. Consideration of RMB10,000,000 was settled and RMB3,000,000 was recorded as consideration payable in current liabilities as at 31 December 2010.