An unopposed motion by SFC on Jan 18 created a escrow fund to pay the Hong Kong Stamp Tax. The escrow amount is $5.2 Million USD. The motion also inserted a special process for SIno-Wood Partners to jump directly to the final NewCo 2, skipping the intermediate step through NewCo 1.
The transfer is legalistic. NewCo pays SFC with a Promissary Note at fair value of the assets. NewCo 2 (now called Emerald Plantation) pays NewCo 1 with another promissary note. SFC later the same day surrenders the first (SFC) Promissary Note to the NewCo 2, extinguishing any liability in the sale.
For unexplained reasons, the transfers are divided into: 1) The Barbados Property, 2) the newly added Sino-Wood Partners, 3) the Direct Subsidiaries, 4) Greenheart.
The Greenheart Offer contains the useful information that the Hong Kong Ad Valorem Tax on Transfers is $1 per $1,000 of consideration.
The USD$5.2 million dollar escrow for the Stamp Tax implies the NewCo 2 to SFC "promissary note" transfers will have a face value of USD $5.200 Billion. (Since there are dual transfers for other than the newly changed Sino-Wood Partners, there may be two stamp taxes to pay -- or a valorem range of USD$ 2.6 to 5.2 Billion).
The abrupt change of the SIno-Wood Partners treatment implies that virtually all the taxable value is in that entity, and the liability in the other subs is not worth altering the deal arrangements for.
This seems like a peculiar fiction to maintain right up to the very end of existence of SFC. Is there a legal reason to keep the "fair value" at the discredited 2010 reporting levels, and so far above the sale offering price (that did not find a bidder)?