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GREAT CHINA INTERNATIONAL HOLDINGS, INC.
GREAT CHINA INTERNATIONAL HOLDINGS, INC.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2007
1. Description
of business
Nature of
organization
Great China
International Holdings, Inc., (the “Company”, “We”, “Us”, “Our”) was incorporated in
the State of Nevada on December 4, 1987, under the name of Quantus Capital, Inc.,
and in 1992, it changed its name to Red Horse Entertainment Corporation.
Effective July 5, 2005, the Company completed the acquisition of Silverstrand
International Holdings Limited (“Silverstrand”), a Hong Kong limited liability
company, by issuing 10,102,333 shares of its common voting stock to the former
stockholders of Silverstrand in exchange for all of the capital stock of
Silverstrand. For financial reporting purposes the acquisition was treated as a
recapitalization of Silverstrand. On September 15, 2005, the Company changed its
name to Great China International Holdings, Inc. Prior to its acquisition of
Silverstrand, the Company was not engaged in active business operations.
Silverstrand was
incorporated on September 30, 2004 in Hong Kong Special Administrative Region, in
the People’s Republic of China (“PRC”) with an authorized capital of $12,820,513
divided in 100 million ordinary shares of par value $0.12 per share.
During October of
2004, Silverstrand acquired all of the outstanding capital of Shenyang Maryland
International Industry Co., Limited (Shenyang Maryland”) for $5,000,000, payable to its
former owners as follows:
Ÿ
Frank Jiang as to $4,350,000;
Ÿ
Jiang Peng as to $500,000; and,
Ÿ
Pay $50,000 to each of Duan Jing Shi, Li Guang Hua and Wang Li Rong
This transaction was
treated as a recapitalization of Shenyang Maryland for financial reporting purposes and
the excess purchase was treated as dividends to shareholders.
On November 23,
2004 the Ministry of Commerce and Business Registration issued a business
registration certificate approving Shenyang Maryland reclassification to a wholly
owned foreign enterprise.
Pursuant to several
agreements dated December 8, 2005 and December 28, 2005, the Company, through its
subsidiaries, agreed to acquire in 2006 a 100 percent interest in the land use rights for
the Xita Project. First, pursuant to a sale and purchase agreement dated December 8,
2005, subsequently amended on December 28, 2005, the Company agreed to acquire, through
Shenyang Maryland, 70 percent of the equity interest in Shenyang Xinchao Development Co.
Limited (“Xinchao”), a Sino-Foreign joint venture corporation that owns approximately 66
percent of the land use rights of the Xita Project, from Shenyang Yunfeng Real Estate
Development Co., Limited (“Yunfeng”). The Company agreed to acquire the remaining 30
percent equity interest in Xinchao through Silverstrand from Sapphire Corporation Limited
(formerly: I.R.E. Corporation Limited) (“Sapphire”), an unrelated Singapore corporation,
pursuant an agreement dated December 28, 2005.