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EXCEL - IDEA: XBRL DOCUMENT - SGB International Holdings Inc.Financial_Report.xls
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EX-31.1 - CERTIFICATION OF THE CEO - SGB International Holdings Inc.exhibit31-1.htm
EX-32.1 - CERTIFICATION OF THE CEO - SGB International Holdings Inc.exhibit32-1.htm
EX-31.2 - CERTIFICATION OF THE CFO - SGB International Holdings Inc.exhibit31-2.htm
10-K - ANNUAL REPORT - SGB International Holdings Inc.form10k.htm
EX-32.2 - CERTIFICATION OF THE CFO - SGB International Holdings Inc.exhibit32-2.htm
v2.4.0.6
ACQUISITIONS
12 Months Ended
Dec. 31, 2011
ACQUISITIONS [Text Block]
2

ACQUISITIONS

Dragon International

On May 11, 2011, SGB completed a reverse acquisition transaction with the shareholders of Dragon International pursuant to which SGB acquired 100% of the issued and outstanding capital stock of Dragon International in exchange for an aggregate of 220,522,000 common shares of SGB, which constituted 90% of SGB’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the reverse acquisition. Prior to the acquisition, SGB has no business with a minimal assets and liabilities which did not meet the definition of a business, therefore, the reverse take-over of SGB by Dragon International has been accounted for as a capital transaction. A breakdown of SGB’s net assets as at May 11, 2011 is as follows:

       
Cash and cash equivalents   2,758  
Tax receivable   6,562  
Prepaid expenses   5,197  
Accounts payable and accrued liabilities   (3,728 )
       
Net assets   10,789  

Fujian Huilong

On November 1, 2010, Mr. Longwen Lin (chief executive officer who held control in substance in Fujian Huilong and was also the primary beneficiary of Fujian Huilong) caused Dragon International entering into a share transfer agreement with Mr. Chuanzhen Lin, Mr. Wensi Lin, and Mr. Qingdong Shi, under which Dragon International acquired all of the outstanding equity shares of Fujian Huilong. On February 21, 2011, Fujian Huilong received its new business license and became a wholly foreign owned entity (“WFOE”) under the People’s Republic of China (“PRC”) laws. Subsequent to and upon the completion of acquisition, Mr. Longwen Lin acquired 94% of Dragon International which resulted no change of substantial control after the acquisition. For accounting purpose, the acquisition has been accounted for using the continuity of interest method, which recognizes Fujian Huilong as the successor. The net assets of Dragon International prior to the acquisition has been accounted as recapitalization into Fujian Huilong’s equity as at the date of acquisition. A breakdown of Dragon International’s net assets as at February 21, 2011 is as follows:

     
       
Cash and cash equivalents   1,527  
Share subscriptions receivable   1,285,000  
Accounts payable and accrued liabilities   (8,833 )
       
Net assets   1,277,694