On November 24, 2006, China Unistone Acquisition Corporation consummated a merger with Yucheng Technologies Limited.
China Unistone is a Delaware corporation organized as a public company specifically for the acquiring businesses in China.
A British Virgin Islands-registered company Yucheng is a wholly owned subsidiary of China Unistone. Yucheng acquired Ahead Billion Venture Limited (Sihitech BVI) and Port Wing Development Company Limited (e-Channels BVI) from their stock holders. Sihitech BVI owns Beijing Sihitech Co. Ltd. and its subsidiaries operating in China, and e-Channels BVI owns Beijing e-Channels Century Technology Co. Ltd. operating in China.
The merger of China Unistone and Yucheng as well as the acquisition of Sihitech BVI and e-Channels BVI were a subject to a stock purchase agreement of December 20, 2005 among China Unistone, some shareholders of China Unistone, Yucheng and the stockholders of Sihitech BVI and e-Channels BVI. As a result of the merger and acquisition, the stockholders of Sihitech BVI and e-Channels BVI were issued an aggregate of about 5.3 million ordinary shares of Yucheng and paid USD 4 million (USD 250 thousand of which was retained by China Unistone as security for its indemnification rights).
In the merger, the China Unistone stockholders received 1 ordinary share of Yucheng for each outstanding share of common stock of China Unistone they held. Yucheng assumed the other outstanding securities of China Unistone (the common stock purchase warrants of China Unistone includingly). Ordinary shares of Yucheng will be issued now, while the rest of the common stock purchase warrants stay as before.
It also should be notes that Yucheng asuumed also the China Unistone 2006 Performance Equity Plan approved by the shareholders of China Unistone.