BVI Company News

A 51% stake in a newly established British Virgin Islands-registered subsidiary BSI Logistics has been acquired by Grand Power Express International through Parkway Global.

About C$207,774 was planned to be invested for a 51% interest in BSI Logistics by Grand Power Express. The remaining 49% were acquired by the minority shareholder, Centervision International. The acquisition came into effect on June 1.

To oversee the operations of BSI Logistics, Grand Power Express will appoint all of the directors to the BSI’s board. It should be noted that the principals of Centrevision International are pioneers in the airfreight industry in Hong Kong having big experience in both the European and North America markets.

In May 2006, BSI was incorporated as a Hong Kong-based freight forwarding and logistics company to offer a comprehensive variety of supply chain management services and logistics solutions as well as such value-added auxiliary services as pre-shipment estimating, banking, and documentation for different industry customers.

The president & CEO of Grand Power Logistics, Ricky Chiu, said that this acquisition is relatively small, however it is valuable because it provides the company with another efficient and well-established access to cargo consolidation markets. According to him, since the middle of  2006, the company was focused more on direct clients, rather than the co-loading or air-cargo consolidation, therefore working with a specialist company in order to consolidate cargo meant for Europe and North America is valuable for Grand Power. Chiu also added that the company hopes to contribute between C$1 million and C$1.5 million in sales revenue to the company by means of this arrangement.

National Realty and Mortgage, Inc. has announced the acquisition of World Through Limited, a corporation registered in the British Virgin Islands.  The deal took place on June 6, 2007. Also, on June 6 Daqing Sunway completed a private placement of $6.7 million through the sale of shares and attached warrants. Subject to certain restrictions, the Series B Convertible Preferred Stock is convertible into an aggregate of 4,962,963 shares of common stock.

BVI-based World Through Limited controls Daqing Sunway Technology Co., Ltd., a Chinese operating company, through its wholly-owned subsidiary Sunway World Through Technology (Daqing) Co., Ltd., a wholly foreign owned entity organized under the Chinese corporate law.

he control is carried out through a series of contractual arrangements, which give Daqing control over Sunway’s business, personnel and finances as if it were an indirectly wholly-owned subsidiary. Sunway is working in the business of designing, manufacturing and selling logistic transport systems and medical dispensing systems and equipment. The principal product of the company is a pneumatic tube logistic transport system which is used by hospitals and other medical facilities.

Over the past two years, Sunway’s business has shown significant growth, with revenues for the year 2006 increasing to $8,914,139, compared to $5,047,365 for the prior year. Revenues for the three month period ended March 31, 2007 were $2,467,228. For the fiscal year ended December 31, 2006, Sunway’s net profits were $4,029,553, compared to $2,352,996 in 2005.

This month, Everbright Capital Corporation has announced that it has entered into an agreement with Best Gainful Profits Ltd. - a BVI-domiciled company, incorporated on March 16, 2007, - with the purpose to acquire all of the issued and outstanding securities of the company.

All of the BVI company’s assets are held through a wholly-owned subsidiary, China Nickel Mining Corp. - a company incorporated under the laws of the Philippines, and mineral property located in the Philippines.

Currently the Best Gainful Profits Ltd. has three shareholders, Universal Top International Ltd., a company incorporated in the British Virgin Islands, Pride Stand Investments Limited, also incorporated in the British Virgin Islands, and Falcon Peak Resources & Development Corp. Ltd., incorporated under the laws of the Philippines. Universal Top International Ltd. is a wholly-owned subsidiary of a BVI-registered Free Capital Group Limited.

Free Capital Group Limited is owned by eight individuals. The largest shareholder of the company owning 38% of the company is Hong Kong resident Mr. Yat Hoi Ning. Another BVI company, Pride Stand Investments Limited, is wholly owned by China resident Mr. Yong Lin Liang. Falcon Peak Resources & Development Corp. Ltd. is controlled by five individuals who reside in the Philippines.

Free Capital Group intends to acquire all of the outstanding shares of Best Gainful Profits Ltd. from its shareholders, pursuant to a share for share exchange. Currently it has 4,737,000 common shares issued and outstanding, and will issue an additional 26,843,000 common shares to acquire the BVI company.

Also, on April 23, 2007 Best Gainful Profits entered into a memorandum of agreement with Falcon Peak Resources & Development Corp., obtaining the right to acquire a 100% beneficial interest in the Laramie Project in consideration for certain deliveries and payments.

On March 8, 2007, Equicap, Inc. announced having signed agreements for a share exchange transaction as well as united on a related private placement financing transaction of common stock to institutional investors with a British Virgin Islands-based corporation, the stockholders of Usunco Automotive Limited.

The transactions, each of which is contingent on the other, are expected to close in several days when several conditions to each transaction are met.

A BVI-incorporated Usunco is a developer and distributor of diesel engines and automotive parts from Chinese suppliers to customers in China, North America and other countries. The company has 100% of the equity interest of IBC Automotive Products, Inc., the North American arm of Usunco, and 75% of the equity interest of Zhejiang ZhongChai Machinery Co., Ltd., the Chinese arm of Usunco business.

The common stock on offer has not been and is not going to be registered under the Securities Act of 1933, and it may not be offered or sold in the USA absent registration or an applicable exemption from registration requirements.

Lonmin Plc, the third largest producer of platinum group metals in the world, has announced on February 19, 2007 that it has become the sole shareholder of AfriOre Limited, an exploration company registered in the British Virgin Islands and operating in Africa. The UK-based Lonmin Plc informed on its intention to acquire AfriOre Limited in November 2006.  In December 2006 AfriOre has reported that the proposed acquisition transaction had been approved by the South African Competition Commmission.

On February 9, 2007 AfriOre sent a notice to its shareholders, where the BVI-registered company informed about redeeming all of its issued and outstanding shares that were not held by Lonmin, for an amount equal to C$8.75 per share. On February 19, 2007 the BVI registered AfriOre has sent a further notice to the former shareholders who have had their AfriOre shares redeemed.

AfriOre’s notice also provides further information for former company shareholders seeking to receive the redemption price, which is being held by CIBC Mellon Trust Company as agent for AfriOre.

In connection with the redemption, the shares of Afriore were delisted from the Toronto Stock Exchange. AfriOre has also requested the cancellation of its listing on the Alternative Investment Market of the London Stock Exchange. This decision is to be effective on February 28, 2007.

Chardan North China Acquisition Corp., together with its wholly-owned subsidiary, has announced on December 26 that its agreement for the acquisition of the British Virgin Islands Corporation, Gifted Time Holdings, Ltd., and its subsidiaries – Beijing HollySys Company, Limited and Hangzhou HollySys Automation, Limited, which formerly was set to expiration on December 31, 2006, has been extended to August 10, 2007.

The BVI company has also reported on the successful completion of a US$30 million financing as part of a transaction to satisfy certain pre-existing obligations. On the acquisition of Gifted Time, Chardan North will still issue 23.5 million shares and pay US$30 million, but will issue an additional one million shares if BVI company earns operating after-tax profits for 2010 of US$61 million.

Chardan North China Acquisition Corp. was incorporated in March 2005 to acquire an operating business based in the North of China. In February 2006 Chardan North announced a stock purchase agreement pursuant to which it will acquire a controlling interest in Beijing HollySys Company Limited, and Hangzhou HollySys Automation Limited.

The CEO of HollySys, Wang Changli, has stated in his comments, “I am extremely happy that we now have the time to conclude our transaction with Chardan North. We are moving closer to our goal of having a U.S. listing and are looking forward to being a publicly held, internationally recognized leader in automation controls.”

Qiao Xing Universal Telephone, Inc., one of China’s largest manufacturers and distributors of telecommunications products, has announced the acquisition from the minority shareholder the remaining 20% equity interest of Qiao Xing Mobile Communication (QXMC) – a company registered in the British Virgin Islands and holding a 93.4% interest in the Chinese-foreign joint venture CEC Telecom (CECT) for $43 mn USD. This amount is expected to be paid partly in cash and partly in shares of Qiao Xing Universal Telephone. The valuation of QXMC was based on the implied valuations from the convertible debenture that was completed in June 2006.

Qiao Xing Universal Telephone has agreed to the DKR Management on the issuance of $24mn USD in stock and 26mn USD in a convertible provided Funds for the acquisition of the 20% minority interest in QXMC. The terms were finalized on September 18 and consist of 2 million shares placed at $12 and a CB with a conversion price of $14.30.

The acquisition should be finished at the end of December 2006, and the closing remains subject to customary closing conditions. Qiao Xing Universal Telephone decided to acquire the BVI company based on the historical operating performance of CEC Telecom, and also the strategic consideration of converting QXMC into a 100% subsidiary to regulate the ownership structure of CEC Telecom.

According to a recent Sino Report, BVI company owned CEC Telecom’s market share is 1/10 among all mobile phone brands and 1/4 among local Chinese brands. Although it has relatively higher selling prices than most local brands, it has increased its market share, possibly due to the flexibility to other differentiated products.

Qiao Xing Universal Telephone, Inc. has grown its net sales from approximately $46.4 million in 1997 to $356 million in 2005. The Company’s product portfolio includes telecommunications terminals and related products, including fixed wireless phones, VoIP telephones, advanced mobile phones, PDAs and consumer electronic products. Last week the company announced on significant increase in operating income in the second quarter 2006.

UMW Holdings Bhd has started the reorganisation of its China-based subsidiary Wuxi Seamless Oil Pipe Co Ltd (WSP), with the purpose to unlock and enhance the value of its investment in WSP.

This reorganisation is expected to lead to a possible listing of the new holding company of WSP. Under its terms, UMW’s sub-subsidiary UMW China Ventures Ltd would acquire 30.6% or 15,300 shares of US$1 each in First Space Holdings Ltd – a company incorporated in the British Virgin Islands.

The remaining 69.4% stake of the BVI company, or 34,700 shares, are held by Piao Longhua via his company Expert Master Holdings Ltd.

UMW’s subsidiary UMW Ace (L) Ltd, Piao Longhua and his associates would then transfer their 51% and 49% equity in WSP US$23.68 million and in First Space Holdings Ltd for US$22.75 million respectively. Upon completion of the dealm WSP would be a wholly owned enterprise.

UMW Holdings said that UMW China Ventures and EMH are going to set up a new company in the Cayman Islands, known as Eastar Group Holdings Ltd (new company), where UMW China Ventures will hold 30.6% and EMH the remaining 69.4%. The new company would then acquire UMW China Ventures and EMH’s shares in FSHL via a share swap. Upon the completion of the restructuring exercise it may be used as the listing vehicle. After the restructuring, UMW’s interest in WSP shall remain unchanged at 30.6%.

Unipro Financial Services, Inc. has acquired limited liability company China Fire Protection Group, Inc., which is incorporated in the British Virgin Islands. The report on the transaction by which China Fire shareholders received control of Unipro was published this week.

The only business of the BVI-based China Fire is the ownership of Sureland Industrial Fire Safety Limited (Sureland), a Chinese company headquartered in Beijing, which is engaged mainly in the design, development, manufacture and sale of industrial fire safety systems and products. To some extent the company also provides maintenance services for its customers.

Sureland is developing internal research facilities engaged primarily in furthering fire safety technologies. It has also developed products for industrial fire detecting and extinguishing.

Sureland operates different profile offices in more than 20 cities in China, its products are used by customers in more than 20 provinces of China. It has been ranked as the leading Chinese industrial fire safety company two times by the China Association for Fire Prevention based on six major factors including total revenue, growth rate, net profit, return on assets, investment in research and development and intellectual property.

Although Sureland conducts business primarily in China, recently it started manufacturing products for the export market and providing fire safety systems for a Chinese company working abroad.

As a result of the above transaction, Unipro becomes the owner of Sureland, through China Fire. Also, in connection to the acquisition of the BVI company by Unipro, the directors of Unipro resigned and elected the nominees of China Fire as directors, and the management of China Fire was appointed as the management of Unipro.

Some days before the acquisition transaction, Unipro sold shares of common stock and Series A and Series B warrants to purchase Common Stock for institutional and other accredited investors for aggregate gross proceeds of $5 million, and the right to purchase an additional $3 million of common stock. As a result, former shareholders of China Fire have become the owners of approximately 87.16% of Unipro, and the shareholders of Unipro before the above-described financial transactions own approximately 4.44%; the Investors own approximately 7.97%.

For the six month period ended June 30, 2006, Sureland had revenues of $15,32,973 and comprehensive income of $5,938,713.

Oriel Resources Plc, a UK-based chrome and nickel exploration and mining company, has announced in mid October that it has entered into two separate but inter-conditional acquisition agreements.

The first agreement is connected with Oriel’s acquiring IPH Polychrom Holding BV (“IPH”) - an unlisted Dutch holding company which is at an advanced stage of constructing a ferrochrome smelter at Tikhvin near St Petersburg, Russia.

Under the second agreement, Oriel Resources Plc will acquire Croweley International Limited – an unlisted company incorporated in the British Virgin Islands. Currently the company’s 100% beneficial owner is Alexander Nesis. At the moment of purchase, Croweley’s only asset will be cash of US$100,000,000. Oriel will purchase 100% of the issued share capital of Croweley in exchange for the issue of 102,880,584 Ordinary Shares.

These two acquisitions together make a reverse takeover of Oriel under the AIM Rules, and in each case of acquisition the consideration will be the issue by Oriel of new Ordinary Shares.