| FAIR VALUE MEASUREMENT |
| |
| 26. |
|
FAIR VALUE MEASUREMENT |
| |
| |
|
Effective January 1, 2008, the Group adopted ASC subtopic 820-10 (“ASC 820-10”), Fair
Value Measurement and Disclosure: Overall (Pre-codification: SFAS 157, Fair Value Measurement).
ASC 820-10 defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements. Although the adoption of ASC 820-10 did not impact
the Group’s financial condition, results of operations or cash flow, ASC 820-10 requires
additional disclosures to be provided on fair value measurement. |
| |
| |
|
ASC 820-10 establishes a three-tier fair value hierarchy, which prioritizes the inputs used in
measuring fair value as follows: |
| |
| |
|
Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or
liabilities in active markets. |
| |
| |
|
Level 2 — Include other inputs that are directly or indirectly observable in the marketplace. |
| |
| |
|
Level 3 — Unobservable inputs which are supported by little or no market activity. |
| |
| |
|
ASC 820-10 describes three main approaches to measuring the fair value of assets and
liabilities: (1) market approach; (2) income approach and (3) cost approach. The market
approach uses prices and other relevant information generated from market transactions
involving identical or comparable assets or liabilities. The income approach uses valuation
techniques to convert future amounts to a single present value amount. The measurement is based
on the value indicated by current market expectations about those future amounts. The cost
approach is based on the amount that would currently be required to replace an asset. |
| |
| |
|
In accordance with ASC 820-10, the Company measures trading securities and available-for-sale
investments at fair value. Trading securities are classified within Level 2 because they are
valued using a model utilizing market direct and indirect observable inputs, such as price
index of wheat and soybean, its historical volatility and risk-free interest rate. The
respective available-for-sale investments are classified within Level 3 as its valuation is
based on a model utilizing unobservable inputs which require significant management judgment
and estimation. |
| |
| |
|
Assets measured at fair value on a recurring basis are summarized below: |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Fair Value Measurement at December 31, 2010 Using |
|
|
|
|
| |
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
| |
|
Active Markets for |
|
|
Significant Other |
|
|
|
|
|
|
|
| |
|
Identical Assets |
|
|
Observable Inputs |
|
|
Unobservable inputs |
|
|
|
|
| |
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Fair Value at December 31, 2010 |
|
| |
|
(RMB) |
|
|
(RMB) |
|
|
(RMB) |
|
|
(RMB) |
|
|
(US$) |
|
|
Available-for-sale investments
|
|
|
— |
|
|
|
— |
|
|
|
423,302,661 |
|
|
|
423,302,661 |
|
|
|
64,136,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
— |
|
|
|
— |
|
|
|
423,302,661 |
|
|
|
423,302,661 |
|
|
|
64,136,767 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Fair Value Measurement at December 31, 2009 Using |
|
|
|
|
| |
|
Quoted Prices in |
|
|
|
|
|
|
|
|
|
|
| |
|
Active Markets for |
|
|
Significant Other |
|
|
|
|
|
|
|
| |
|
Identical Assets |
|
|
Observable Inputs |
|
|
Unobservable inputs |
|
|
|
|
| |
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Fair Value at December 31, 2009 |
|
| |
|
(RMB) |
|
|
(RMB) |
|
|
(RMB) |
|
|
(RMB) |
|
|
Available-for-sale investments
|
|
|
— |
|
|
|
— |
|
|
|
450,966,634 |
|
|
|
450,966,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
— |
|
|
|
— |
|
|
|
450,966,634 |
|
|
|
450,966,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
The following table summarizes the valuation of the available-for-sale investments: |
| |
|
|
|
|
| |
|
Amount |
|
| |
|
(RMB) |
|
|
Fair value of available-for-sale investment as at January 1, 2009
|
|
|
450,006,853 |
|
|
Series A Preferred Shares in MET on September 13, 2009
|
|
|
34,157,500 |
|
|
Unrealized gain in fair value of Series A Preferred Shares
in MET (see Note 13)
|
|
|
15,909,113 |
|
|
Unrealized loss in fair value of Series C Preferred Shares
in 51.com (see Note 13)
|
|
|
(48,673,628 |
) |
|
Transfer in and/or out of Level 3
|
|
|
— |
|
|
Effect of exchange rate change
|
|
|
(433,204 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of available-for-sale investment as at
December 31, 2009
|
|
|
450,966,634 |
|
|
|
|
|
|
|
|
Unrealized loss in fair value of Series A Preferred Shares
in MET (see Note 13)
|
|
|
(73,032 |
) |
|
Unrealized loss in fair value of Series C Preferred Shares
in 51.com (see Note 13)
|
|
|
(14,467,019 |
) |
|
Transfer in and/or out of Level 3
|
|
|
— |
|
|
Effect of exchange rate change
|
|
|
(13,123,922 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of available-for-sale investment as at December 31, 2010
|
|
|
423,302,661 |
|
|
|
|
|
|
|
Fair value of available-for-sale investment as at December 31, 2010 (US$)
|
|
|
64,136,767 |
|
|
|
|
|
|
| |
|
The fair value of available-for-sale investment in Series C Preferred Share of 51.com as of
December 31, 2009 and 2010 was estimated using an enterprise value allocation (“EVA”) model. |
| |
| |
|
The EVA model requires inputs of highly subjective assumptions including the expected stock
price volatility and the probability of occurrence under three different scenarios (which is
based on management reasonable estimation), namely 1) an initial public offering occurs
(“IPO”), 2) 51.com liquidates (“Liquidation”) and 3) 51.com’s preferred share are redeemed at
maturity (“Redemption”). For the expected volatilities, the Company has made reference to
historical volatilities of several comparable companies. The risk-free rate is based on the
yield of U.S. Dollar China Sovereign Bond as of December 31, 2009 and 2010 with the term
corresponding to the maturity of the preferred shares. |
| |
| |
|
The fair value of the Series C Preferred Share of 51.com was estimated using the following
assumptions: |
| |
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
| |
|
2009 |
|
|
2010 |
|
|
Risk-free interest rates
|
|
|
1.84 |
% |
|
|
1.27 |
% |
|
Expected volatility
|
|
|
62.02 |
% |
|
|
38.04 |
% |
|
Probabilities of different scenarios:
|
|
|
|
|
|
|
|
|
|
- IPO
|
|
|
50 |
% |
|
|
50 |
% |
|
- Liquidation
|
|
|
25 |
% |
|
|
25 |
% |
|
- Redemption
|
|
|
25 |
% |
|
|
25 |
% |
| |
|
The fair value of the 100% equity interest of 51.com was determined based on an
independent valuation using an income approach. |
| |
| |
|
In September 2009, the Company made an investment in MET’s Series A Preferred Shares with both
redemption and conversion features. This investment is recognized as an available-for-sale
investment and its fair value was estimated using an enterprise value allocation (“EVA”) model
as of December 31, 2010. |
| |
| |
|
The EVA model requires inputs of highly subjective assumptions including the expected stock
price volatility and the probability of occurrence under three different scenarios (which is
based on management reasonable estimation), namely 1) an initial public offering occurs
(“IPO”), 2) MET liquidates (“Liquidation”) and 3) MET’s preferred share are redeemed at
maturity (“Redemption”). For the expected volatilities, the Company has made reference to
historical volatilities of several comparable companies. The risk-free rate is based on the
yield of U.S. Dollar China Sovereign Bond as of December 31, 2010 with the term corresponding
to the maturity of the preferred shares. |
| |
| |
|
The fair value of the MET’s Series A Preferred Shares was estimated using the following
assumptions: |
| |
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
| |
|
2009 |
|
|
2010 |
|
|
Risk-free interest rates
|
|
|
3.17 |
% |
|
|
1.87 |
% |
|
Expected volatility
|
|
|
60.72 |
% |
|
|
61.71 |
% |
|
Probabilities of different scenarios:
|
|
|
|
|
|
|
|
|
|
- IPO
|
|
|
50 |
% |
|
|
50 |
% |
|
- Liquidation
|
|
|
25 |
% |
|
|
25 |
% |
|
- Redemption
|
|
|
25 |
% |
|
|
25 |
% |
| |
|
The fair value of the 100% equity interest of MET was determined based on an independent
valuation using an income approach. |
| |
| |
|
In accordance with ASC 820, the Company measures acquired intangible assets, goodwill and
impairment of intangible assets at fair value. These assets are classified within Level 3
because they are valued using an income approach using discounted cash flows derived on
management’s assumptions and estimates as further discussed in Notes 2.9, 2.10, 3 and 8. |
| |
| |
|
Assets measured at fair value on a non-recurring basis are summarized as below: |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Total impairment |
|
| |
|
|
|
|
|
|
|
|
|
loss recognized for |
|
| |
|
Fair Value at |
|
|
Fair Value at |
|
|
the year ended |
|
| |
|
December 31, 2009 |
|
|
December 31, 2010 |
|
|
December 31, 2010 |
|
| |
|
(RMB) |
|
|
(RMB) |
|
|
(RMB) |
|
|
Acquired intangible assets-software
|
|
|
478,862 |
|
|
|
1,146,029 |
|
|
|
— |
|
|
Goodwill
|
|
|
6,224,587 |
|
|
|
15,977,373 |
|
|
|
— |
|
|
KOK 3 game software
|
|
|
— |
|
|
|
— |
|
|
|
46,557,669 |
|
| |
|
The above impairment loss was included in “Impairment of intangible assets” in the
consolidated statements of operations and comprehensive income. |
| |
|