v3.26.1
Business Combination, Significant Transaction and Sale of business
 12 Months Ended
Feb. 28, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combination, Significant Transaction and Sale of business

4. Business Combination, Significant Transaction and Sale of business 

 

Acquisition of Xinghe

 

Acquisition related costs were immaterial. Unaudited pro forma combined financial statements as of August 31, 2024 and for the year ended February 29, 2024 were presented and filed in the 8-K with filing date December 9, 2024. The results of Xinghe’s operations have been included in the consolidated financial statements since December 2024.

 

The following table summarizes the provisional estimated consideration for the acquisition of Xinghe:

 

      
Cash and cash equivalents   621,722 
Amounts due from related parties   19,103,677 
Prepaid expenses and other current assets   119,931 
Other current payables   (18,901,304)
Total assets acquired net of acquired cash   944,026 

 

Sale of Haikou, Yibin , and Liangshan

 

On August 27, 2024, Hangzhou Zhuyi entered into a shares transfer agreement with Qiaofei Li and Haikou. Pursuant to the agreement, Hangzhou Zhuyi transferred 90% of all the equity interest of Haikou to Qiaofei Li and 10% to Lili Xu, for consideration of $0. Haikou has no material operations before the transfer, and Hangzhou Zhuyi received a valuation report from a third party before it entered into the agreement.

 

On the same date, Hangzhou Zhuyi entered into a shares transfer agreement with Lili Xu and Yibin. Pursuant to the shares transfer agreement, Hangzhou Zhuyi transferred all the entity interest it owned in Yibin to Lili Xu for consideration of $0. Yibin has no material operations before the transfer, and Hangzhou Zhuyi received a valuation report from a third party before it entered into the agreement.

 

On the same date, Hangzhou Zhuyi entered into a shares transfer agreement with Changsen Chi and Liangshan. Pursuant to the shares transfer agreement, Hangzhou Zhuyi transferred all the equity interest it owned in Liangshan to Changsen Chi for consideration of $0. Liangshan has no material operations before the transfer, and Hangzhou received a valuation report from a third party before it entered into the agreement.

 

On August 22, 2024, Hangzhou Zhuyi passed a shareholder resolution. Pursuant to the resolution, given that Linglingyi has no material operations, the shareholder has decided to liquidate Linglingyi. The disposition process was completed on September 11, 2024, the last day of announcement period, pursuant to the applicable laws in China.

 

 

Details of the entities disposed were as follows:

 Schedule of the Entities Disposed

   Haikou   Liangshan   Yibin   Total 
Total assets  $-   $278,677   $77,703   $356,380 
Total liabilities   -    576,029    130,887    706,916 
Total net assets   -    (297,352)   (53,184)   (350,536)
Total noncontrolling interest   -    784,453    10,637    795,090 
                     
Subtotal   -    487,101    (42,547)   444,554 
Total consideration   -    -    -    - 
Total loss on disposal of subsidiaries  $-   $487,101   $(42,547)  $444,554