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BUSINESS COMBINATIONS (Tables) | 12 Months Ended
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Dec. 31, 2015
MobPartner |
Business Combination |
Schedule of purchase consideration |
|  | RMB |  | US$ |
Total purchase price comprised of: |  |  |  |  |
-Cash consideration(i) |  | 273,726 |  | 42,256 |
-Equity consideration(ii) |  | 23,309 |  | 3,598 |
-Contingent consideration in cash(iii) |  | 17,202 |  | 2,656 |
Total |  | 314,237 |  | 48,510 |
Details of the purchase consideration are as follows:
| (i) |  | RMB150,938 (US$23,301) of cash consideration was paid in April 2015 and RMB122,788 (US$18,955) was paid to an unconditional escrowed account, which will be settled on the required payment dates. The first deferred payment of RMB70,124 (US$10,825) will be settled in March 2016 and was recorded in “ Accrued expenses and other current liabilities”. The second and third deferred payments of RMB 49,592 (US$7,656) and RMB3,072 (US$474) will be settled in March 2017 and January 2019, respectively, and were recorded in “Other non-current liabilities” as of December 31, 2015.
| (ii) |  | RMB23,309 (US$3,598) represented the fair value of 2,173,039 Class A ordinary shares issued by the Company on the acquisition date.
| (iii) |  | Part of the acquisition consideration is contingent on the achievement by MobPartner of certain financial targets from January 2015 to December 2016 and capped at RMB56,949 (US$8,791) in total. The Group estimated and recognized a financial liability for the contingent consideration at its fair value of RMB17,202 (US$2,656) as of the acquisition date. On December 15, 2015, the Company early settled the contingent consideration with Mobpartner’s prior shareholders for RMB9,711 (US$1,499) and recorded a gain of RMB8,439 (US$1,303) in “settlement and changes in fair value of contingent considerations” in the consolidated statements of comprehensive income for the year ended December 31, 2015.
Moxiu Technology |
Business Combination |
Schedule of purchase consideration |
|  | RMB |  | US$ |
Total purchase price comprised of: |  |  |  |  |
- Cash consideration |  | 25,000 |  | 3,859 |
- Fair value of previously held equity interests(i) |  | 63,488 |  | 9,801 |
Total |  | 88,488 |  | 13,660 |
| (i) |  | A deemed disposal gain of RMB15,030 (US$2,320) was recognized and recorded in other income in relation to the revaluation of the Group’s previously held equity interest of Moxiu Technology in the consolidated statement of comprehensive income for year ended December 31, 2015.As Moxiu Technology is a private company, the fair value of the Group’s previously held equity interest is estimated based on a discounted cash flow model using significant unobservable inputs that market participants would consider, which mainly include revenue growth rate, discount rate and discount for lack of control. The Group recognized a noncontrolling interest of RMB62,224 (US$9,606) based on the fair value of noncontrolling interests at acquisition date.
Online Lottery Business |
Business Combination |
Schedule of purchase consideration |
|  | RMB |
Cash consideration (i) |  | 27,000 |
Contingent consideration in cash (ii) |  | 3,963 |
Less: Prepaid employee compensation (iii) |  | (4,300 | )
Total fair value of purchase consideration |  | 26,663 |
Details of the purchase consideration are as follows:
| (i) |  | RMB27,000 of cash consideration was paid in 2014.
| (ii) |  | The contingent consideration in cash are determined based on the achievement by the Online Lottery Business of certain financial targets from April 2014 to March 2016 and capped at RMB13,500 per assessment year. The Group paid off RMB9,698 (US$1,497) contingent consideration in 2015 for the achievement of the first year financial targets. The Group recorded a loss of RMB8,342 and a gain of RMB2,606 (US$402), respectively, resulted from the change in fair value of the contingent consideration liability for the years ended December 31, 2014 and 2015. There was no financial liability associated with the Online Lottery Business contingent consideration as of December 31, 2015, since the key performance indicators would not be achieved in the business suspending period.
| (iii) |  | The prepaid employee compensation represented part of consideration paid for post-acquisition services to be provided by two employees of the Online Lottery Business for a four year period pursuant to the acquisition agreement. The Group determined the fair value of the post-acquisition services at the acquisition date amounting to RMB4,300.
HK Zoom |
Business Combination |
Schedule of purchase consideration |
|  | RMB |
Cash consideration (i) |  | 123,284 |
Contingent consideration in cash (ii) |  | 28,990 |
Total fair value of purchase consideration |  | 152,274 |
Details of the purchase consideration are as follows:
| (i) |  | US$20,000 (equivalent to RMB123,284),of the above cash consideration was paid in 2014.
| (ii) |  | The contingent consideration in cash is determined based on the achievements by the HK Zoom Business of certain performance targets from June 2013 to May 2016 and capped at US$3,000 per year. The Group recognized the fair value of the contingent consideration of RMB28,990 as a liability at the acquisition date and the loss resulted from the changes in fair value of the contingent consideration liability of RMB3,652 and RMB3,328 (US$514) for the years ended December 31, 2014 and 2015, respectively. During 2014 and 2015, the Group settled contingent consideration of nil and RMB18,340 (US$2,831), respectively. As of December 31, 2014 and 2015, the fair value of the contingent consideration liability of RMB32,416 and RMB18,383 (US$2,838) was recorded in “accrued expenses and other current liabilities”.
Youloft HK |
Business Combination |
Schedule of purchase consideration |
|  | RMB |
Cash consideration (i) |  | 102,390 |
Less: Prepaid employee compensation (ii) |  | (14,735 | )
Total fair value of purchase consideration |  | 87,655 |
Details of the purchase consideration are as follows:
| (i) |  | US$16,600 (equivalent to RMB102,390) cash consideration was paid in 2014.
| (ii) |  | In accordance with the sale and purchase agreement, share-based compensation, consisting of the noncontrolling interests held by the selling shareholder and an employee of Youloft HK, was granted at acquisition date to be vested over the requisite service period. The noncontrolling interest would be sold at a predetermined exercise price back to the Group if the shareholder or the employee terminates his employment before the requisite service period. The Group, with the assistance of an independent third party valuation firm, determined the fair value of the share-based compensation to be RMB14,735. As of the acquisition date, the Group recorded RMB5,702 in the “Prepayments and other current assets” and RMB9,033 in the “Other non-current assets”. The net purchase consideration of the acquisition excluded such prepaid share-based compensation from the cash consideration paid.
Moxiu Technology, MobPartner, TSF, Q-Supreme, and Powermo |
Business Combination |
Summary of estimated fair values of the assets acquired and liabilities assumed |
|  | MobPartner |  | Moxiu Technology |  | Others |  | Total |
|  | RMB |  | RMB |  | RMB |  | RMB |  | US$ |
Cash and bank balance |  | 60,150 |  | 26,732 |  | — |  | 86,882 |  | 13,412 |
Accounts receivable |  | 37,308 |  | 1,043 |  | — |  | 38,351 |  | 5,920 |
Prepayments deposits and other current asset |  | 1,091 |  | 767 |  | 33 |  | 1,891 |  | 292 |
Property and equipment, net |  | 1,207 |  | 2,270 |  | — |  | 3,477 |  | 537 |
Other non-current assets |  | 465 |  | 5,065 |  | — |  | 5,530 |  | 854 |
Accounts payable |  | (41,774 | ) | (259 | ) | — |  | (42,033 | ) | (6,489 | )
Accrued expenses and other current liabilities |  | (7,633 | ) | (7,361 | ) | — |  | (14,994 | ) | (2,315 | )
Other non-current liabilities |  | (10,028 | ) | — |  | — |  | (10,028 | ) | (1,548 | )
Intangible assets: |  |  |  |  |  |  |  |  |  |  |
- Trademark |  | 13,515 |  | 6,000 |  | — |  | 19,515 |  | 3,013 |
- Technology |  | — |  | 6,200 |  | 7,572 |  | 13,772 |  | 2,126 |
- User base |  | — |  | 430 |  | 7,994 |  | 8,424 |  | 1,300 |
- Customer relationship |  | 6,266 |  | — |  | — |  | 6,266 |  | 967 |
- Platform |  | 67,579 |  | — |  | — |  | 67,579 |  | 10,432 |
Deferred tax liabilities |  | (29,117 | ) | (1,895 | ) | — |  | (31,012 | ) | (4,787 | )
Goodwill |  | 215,208 |  | 111,720 |  | 21,982 |  | 348,910 |  | 53,862 |
Total fair value of purchase price consideration |  | 314,237 |  | 88,488 |  | 37,581 |  | 440,306 |  | 67,972 |
Fair value of noncontrolling interests |  | — |  | 62,224 |  | — |  | 62,224 |  | 9,606 |
Online Lottery Business, HK Zoom Business and Youloft HK |
Business Combination |
Summary of estimated fair values of the assets acquired and liabilities assumed |
|  | Online Lottery Business |  | HK Zoom Business |  | Youloft HK |  | Total |
|  | RMB |  | RMB |  | RMB |  | RMB |
Cash and bank balance |  | — |  | 13,768 |  | — |  | 13,768 |
Accounts receivable |  | — |  | 11,170 |  | — |  | 11,170 |
Prepayments deposits and other receivables |  | — |  | 39,659 |  | 24,672 |  | 64,331 |
Accrued expenses and other current liabilities |  | — |  | (56,408 | ) | — |  | (56,408 | )
Property and equipment, net |  | 817 |  | 132 |  | — |  | 949 |
Intangible assets: |  |  |  |  |  |  |  |  |
Technology |  | 1,700 |  | 36,000 |  | 15,420 |  | 53,120 |
Customer relationship |  | — |  | 31,100 |  | — |  | 31,100 |
User base |  | 400 |  | — |  | 27,756 |  | 28,156 |
Deferred tax liabilities |  | — |  | (11,072 | ) | (7,124 | ) | (18,196 | )
Goodwill |  | 23,746 |  | 87,925 |  | 98,481 |  | 210,152 |
Total fair value of purchase price consideration |  | 26,663 |  | 152,274 |  | 87,655 |  | 266,592 |
Fair value of noncontrolling interests |  | — |  | — |  | 71,550 |  | 71,550 |
Antutu Business and Photo Grid Business |
Business Combination |
Summary of estimated fair values of the assets acquired and liabilities assumed |
|  | Antutu Business |  | Photo Grid Business |  | Total |
|  | RMB |  | RMB |  | RMB |
Intangible assets: |  |  |  |  |  |  |
Trademark |  | 150 |  | — |  | 150 |
Technology |  | 1,000 |  | 9,270 |  | 10,270 |
Customer relationship |  | 2,383 |  | 11,154 |  | 13,537 |
Goodwill |  | 8,467 |  | 31,528 |  | 39,995 |
Total fair value of purchase price consideration |  | 12,000 |  | 51,952 |  | 63,952 |
Satisfied by: |  |  |  |  |  |  |
Cash consideration |  | 12,000 |  | 40,785 |  | 52,785 |
Fair value of contingent consideration |  | — |  | 11,167 |  | 11,167 |
|  | 12,000 |  | 51,952 |  | 63,952 |

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