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Business Combination (Tables)
12 Months Ended
Dec. 31, 2015
Transaction with Tencent  
Business combination  
Schedule of allocation of the purchase price

 

 

Amount

 

 

 

RMB

 

Fair value of the Company’s shares issued *

 

11,644,310 

 

Transaction costs**

 

20,705 

 

 

 

 

 

Total value to be allocated in purchase accounting

 

11,665,015 

 

 

 

 

 

 

 

 

Amount

 

Amortization
Years

 

 

 

RMB

 

 

 

Strategic Cooperation Agreement

 

6,075,289

 

5

 

Non-compete Agreement

 

1,442,389

 

8

 

Combined Platform Business

 

 

 

 

 

Cash

 

60,284

 

 

 

Other current assets

 

3,587

 

 

 

Property, plant and equipment, net

 

17,647

 

 

 

Current liabilities

 

(63,871

)

 

 

Technology***

 

108,800

 

5

 

Domain names and trademark***

 

33,100

 

10

 

Advertising customer relationship***

 

80,400

 

7

 

Goodwill***

 

2,593,420

 

 

 

Deferred tax liability

 

(41,893

)

 

 

Investment in Shanghai Icson

 

252,779

 

 

 

Call Option

 

 

 

 

Logistic workforce

 

13,900

 

3

 

Land use right

 

73,632

 

40

 

Net cash acquired

 

1,015,552

 

 

 

 

 

 

 

 

 

Total Purchase price

 

11,665,015

 

 

 

 

 

 

 

 

 

 

 

*   Among total fair value of the shares issued of RMB11,644,310, RMB2,791,474 is the consideration for the acquisition of Combined Platform Business and RMB8,852,836 is the consideration for the acquisition of Strategic Cooperation, Non-compete, Investment in Shanghai Icson, Logistics workforce, Land use right, and Net cash acquired.

 

** In accordance with ASC 805-10-25-23, transaction costs relating to the business combination of the Combined Platform Business are expensed as incurred while in accordance with ASC 805-50-30-2, transaction costs relating to the acquisition of the assets in the Asset Acquisition form part of the assets’ initial carrying values, and have been included in the estimated purchase price.

 

*** In November 2015, the Company announced its decision to terminate the consumer-to-consumer (C2C) business of Paipai.com by December 31, 2015 with a transitional period of three months. The shut-down of Paipai.com is to combat the marketing and sales of counterfeit products and to protect the interests of consumers and brands. As a result, the Company decided that the goodwill arisen from the acquisition of the Combined Platform Business was fully impaired and an impairment charge of RMB2,593,420 was recorded in the fourth quarter of 2015. Concurrently, remaining balance of the intangible assets arisen from the acquisition amounted to RMB156,709 as of December 31, 2015 was also impaired and the related deferred tax liability of RMB27,796 recorded from the acquisition of the Combined Platform Business was reversed as a tax benefit in the fourth quarter of 2015.