BVI Company News

The Nevada-incorporated JMG Exploration, Inc. has announced the acquisition of Newco Group, Ltd. - a holding company registered in the British Virgin Islands. This BVI company, in its turn, acquires the majority equity interest in Iris Computers Ltd., one of the leading IT product distributors in India.

JMG, which specializes in exploration of oil and natural gas in the United States and Canada,  is going to sign the definitive share exchange agreement with Newco and its shareholders within the next some days. The end of the share exchange is contingent upon receiving the approval of JMG shareholders. However, no assurance can be given that the share exchange between JMG and BVI-based Newco is completed.

The Board of Directors of JMG has approved providing a $3.0 million loan to Newco for the purpose of obtaining a majority equity interest in Iris Computers. The loan to Newco is expected to be made during the next 10 days. If the acquisition of the BVI company by JMG is not completed by the end of 2007, Newco is obligated to repay the loan by that date.

A month ago, BVI-registered UraMin Inc. entered into takeover agreement with CFMM, an indirect wholly-owned subsidiary of French nuclear energy group Areva; according to it, CFMM made cash offer to UraMin in the amount of $2.5 billion, for 100% of  BVI company’s share capital.

After more than 88% of UraMin’s shareholders accepted the cash offer that was at $7.75 per UraMin share, Areva’s subsidiary has raised its total holding in the BVI company to 93%, - that is holding, directly and indirectly, of 301,469,701 shares.

As the holder of more than 90% of the shares of UraMin, CFMM will issue a notice to the BVI company requiring it to redeem the remaining shares not held by CFMM, in accordance with the British Virgin Islands law.  UraMin (BVI) is expected to send a notice of redemption to the remaining shareholders, and then cancel its listing on the Alternative Investment Market of the London Stock Exchange and refuse from trading on the Toronto Stock Exchange.

French nuclear energy group Areva launched an agreed takeover for UraMin Inc., having valued it at more than $2.5 billion, which is a 21% premium over UraMin 20-day average trading price as of June 8, 2007.  It was announced that Areva and UraMin entered into an agreement in respect of Areva’s friendly cash offer for 100% of the share capital of UraMin, while Areva already owned 5.5% of UraMin. The cash offer was pitched at $7.75 per UraMin share.

Also, in connection with the offer, all directors and some other shareholders representing approximately 25% of the outstanding UraMin shares have entered into lock-up agreements with Areva pursuant to which they have agreed to tender all their UraMin shares to AREVA’s offer.

The support agreement entered into between Areva and UraMin provides for, among other things, in case a superior proposal is accepted by UraMin, a right to match in favour of Areva. The agreement also includes a break up fee of US$ 75 million in favour of AREVA under certain circumstances.

UraMin is an emerging Africa-focused uranium producer, having mineral rights in Namibia, South Africa, Mozambique, Botswana, Chad and the Central African Republic. The company was registered in February 2005 in the British Virgin Islands and is listed on London and Toronto stock exchanges. The Company currently has working capital of approximately US$285 million, and a market capitalization of approximately US$2 billion.

UraMin’s shares, which have already doubled this year, jumped another 10% after the sale announcement. The company has three projects that are due to start production by the end of 2009.

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.

Sundia MediTech Company Ltd. and Shanghai United PharmaTech Ltd. announced last week about their merger. A letter of intent agreeing to combine these two companies was signed by Sundia CEO Dr. Wang Xiaochuan and United PharmaTech CEO Dr. Shi Xiongwei.

Under the terms of the merger, both United PharmaTech and Sundia MediTech will become subsidiaries of Sundia Investment Group, the BVI-based holding company which is currently the owner of Sundia MediTech.

Dr. Wang will become the new company’s Chairman and CEO, and Dr. Shi will obtain the positions of Director and Executive VP. The senior management teams of both companies will join together into a combined management team.

Sundia CEO Dr. Wang said that part of the reason for the merger is that  it will combine United PharmaTech’s and Sundia’s technical expertise in different fields. Dr. Wang expects this merger to help the new company move to the forefront of the industry.

Dr. Shi stated that the merger was made easier by the similar background and future goals of Sundia and United PharmaTech. He said: “Our businesses are highly complementary and since we have had great success cooperating in the past, the agreement to merge came naturally.”

Sundia MediTech and United PharmaTech were both founded between 2002 and 2003 in Shanghai to provide drug development CRO services in different stages and fields. Over the past three years, both companies have thrived and built strong reputations in their respective specialties.

Jingwei International Investments Ltd., a leading technology services provider in China, announced that it has completed a reverse merger and share exchange with the shareholders of Neoview Holdings Inc., a company registered in the British Virgin Islands and having its main office in Chicago.

According to the share exchange agreement, the Chinese company, which is also incorporated under the law of the BVI, completed a $16.9 million private placement with certain accredited investors. In the share exchange transaction, the newly issued shares of the Neoview Holdings were exchanged for shares held by Jingwei shareholders.

Sign of the agreement was preceded by the negotiations between the two BVI companies, on potential acqusition or business combination. As a result of the current transaction, the shareholders of Jingwei own approximately 87% of Neoview’s shares, and Jingwei becomes a wholly-owned operating subsidiary of Neoview.

Neoview is going to amend its Articles of Incorporation to change its name to Jingwei International Ltd. Neoview will also replace its current management team by the executives of Jingwei and will follow the current business plan of Jingwei.

Jingwei International Investments provides software and data mining services, operates under exclusive licensing and revenue sharing agreements with China Mobile and China Unicom, and having software installations with several additional Chinese telecom companies.

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 May 3, the company Neoview Holdings Inc. made an announcement that it had extended a binding commitment in favor of BVI company JingWei International Investments Limited, to negotiate on potential acquisition or business combination. The company Neoview Holdings Inc. has been in the process of seeking a suitable candidate for these purposes.

JingWei is a holding company incorporated in 2001 under the laws of the British Virgin Islands. Through its operating subsidiary, Shenzhen JingWei Communications Co., Ltd., the company provides technology services in China, specializing in sofware and data mining.

JingWei was formed to provide software expertise to the rapidly growing telecom sector in the period of market transition from paging to cellular, and to capitalize on the vast database of consumer information obtained from former paging customers. The BVI-registered company operates under exclusive software licensing and revenue sharing agreements with regional affiliates of China Mobile and China Unicom, China’s leading wireless operators, and has software installations with some other Chinese telecom companies.

The company Daka Designs has received a letter of intent from Galleria Resources, on a pre-conditional partial offer for 60% of the company. Galleria Resources is an investment holding company registered in the British Virgin Islands; company’s owner is Rafat Rizvi.

BVI company is offering to pay shareholders HK$0.15 cash for each share. If the partial offer is successful, Galleria Resources will become the largest shareholder of Daka Designs.

Trading of Daka Designs shares has been suspended since January last year, after the auditors discovered  accounting and financial irregularities. Galleria said it could help Daka to identify its business through network and contacts, so that the trading suspension could be lifted.

Daka is a shell company following the sale of its business, with a cash pile of under $3 million. Last week at a special general meeting company shareholders voted against the distribution of the cash.