BVI Company News

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%.

Uranium exploration company Deep Yellow Ltd has announced about its plans to raise $15.6 million through a non-renounceable entitlements issue. The company will issue the shares with the purpose to acquire the uranium interests of Raptor Minerals Ltd, a company incorporated in the British Virgin Islands. This transaction will provide the company with access to some prospective tenements in Namibia.

Deep Yellow will acquire ultimate control of Raptor subsidiary company Reptile Mineral Resources and Exploration (Pty) Ltd, by the initial payment of  2.5 million and issue up to 174 million shares, valuing the acquisition at approximately $26 million. As a part of the transaction, Deep Yellow Ltd must bring its consolidated cash and receivalbles balance to $20 million. Taking into account the company’s current cash position, this will require a cash injection of approximately $9.5 million.

Deep Yellow will offer up to 130.4 million new shares at 12c each to eligible shareholders on the basis of one new share for every five shares held. Offer’s Record Date is November 15,  the closing date for receipt of acceptances and applications is December 1. The funds raised are planned to be used to replenish company funds after the acquisition, to support the committed levels of expenditure on exploration programs, and to provide working capital.

Raptor Minerals Ltd has also appointed Mervyn Greene to the Deep Yellow board, where he will join company chairman Leon Pretorius, Martin Kavanagh and Gillian Swaby.

EastCoast Energy Corporation which has recently reported on its plans to issue share rights has nominated two new Directors for election by shareholders at the Annual General Meeting on November 14, 2006. There are two nominees for the posts in company’s Board of Directors.

James N. Smith has extensive oil and gas exploration experience in the Middle East and Africa. Previously he was the Manager for New Ventures with Chevron, more recently he occupied the post of Vice President with PanOcean Energy Corporation where he contributed in the rapid development of a portfolio of onshroe and offshore oil assets in Gabon which were sold in 2006. David W. Ross is a partner with Burnet, Duckworth and Palmer, currently he is Secretary to the Board of the Company. Robert Spence, which is current director of EastCoast Energy, is resigning as a Director at the Annual Meeting.

The Company is also proposing to change its name to the Orca Exploration Group Inc. at the November 14, 2006 meeting.

EastCoast Energy Corporation Limited is a company headquartered in Tortola, British Virgin Islands, and maintains its operation offices in Tanzania. Its main focus is exploration and production of tanzanian natural gas and the sale of “Additional Gas” to East African markets.

In the beginning of last week, 10.6% of Mt Gibson Iron were bought by Shanghai Merchants, a Hong Kong trader whose major shareholder is Shougang Holdings, part of Shougang Steel Group - China’s third largest steel producer. The shares were sold by COL Capital, which is part of Hong Kong-based investment group Sun Hung Kai, for $41m ($0.85 a share). Shanghai Merchants is listed on the Hong Kong Exchange; it has a market capitalisation of $US150 million ($195 million), which makes the Mt Gibson purchase a significant transaction. It is substantial that the shares were hold in the names of Honest Opportunity Ltd. and New Fortress Investments Ltd., both companies incorporated in the British Virgin Islands.

Shougang is the company to which Mt Gibson in June sold its 73% interest in Asian Iron, which owns the Extention Hill magnetite project for $52,5 million. Later it was acquired by Sinon Investment Holdings, which exercised pre-emptive rights, and which is controlled by a wealthy trader, Andy Zang. Funds from the sale are earmarked for development of Mt Gibson’s nearby Extension Hill hematite deposit.

Sun Hung Kai already holds another 5% of Mt Gibson. In this case the Sun Hung Kai group may build its stake further, via the purchase of the shares of Aztec Resources and acceptance of the bid, only with the approval of Foreign Investment Review Board. However, the sale of the 10.6% of Mt Gibson removes any potential FIRB barriers or objections.

At the moment the purchase is subject to the approval of Shanghai Merchants’ shareholders. It is also subject to a rights issue by Shanghai Merchants, on terms and conditions which are acceptable to the company.

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.

CIC Energy Corporation, which has recently announced its financial results for the period ended August 31, 2006,  has reported about signing of a binding Agreement with International Power plc - one of the world’s leading power generators.

The Agreement concerns the development of a power station at the Mmamabula Energy Project in Southern Africa, which belongs to CIC Energy Corporation. International Power plc has agreed to acquire half of the equities in the vehicle which will develop the Mmamabula coal-fired power station. The power output from the plant will be sold under a long-term Power Purchase Agreement, predominantly to Eskom Holdings Limited – South Africa’s national electrical utility, with the balance to Botswana’s national electricity utility. The total development cost of the first phase power station will be in excess of US$5 billion.

Mr. Kinross, the Chief Executive Officer of CIC, has commented that the selection of a development partner for the power station at Mmamabula was a significant milestone for CIC. The Agreement between CIC Energy and Corp. and IPR is subject to some conditions and the concluding of definitive agreements, which are expected to be finalized by the end of 2006. The construction is scheduled to commence in the last quarter of 2007. The Southern Africa region is projected to require significant new baseload power generation capacity beginning in 2011.

CIC Energy Corp is a BVI-incorporated company established to engage in the exploration, development and operation of greenfield coal property in the Mmamabula Coalfields in Southern Africa, which includes the Mmamabula East and Mmamabula South prospecting licenses.

SUAL Group, which has recently reported its production results for the first nine months of 2006, has commissioned a new plant to produce non-stick aluminimum cookware. The investments in the project made the amount of $16 million.

The plant which is located in Moscow Region is expected to produce 500,000 units in 2006. In 2007 the plant will begin producing cookware at full capacity at 5.5-6 million units per year. SUAL expects that by 2009 the two plants will produce 10 million units of a wide range of non-stick aluminium cookware, from mass-market to premium-market goods.

The main raw materials for the plant will be delivered from three leading Russian manufacturers of aluminium semi-finished products: Kamensk-Uralsky Metallurgical Plant, Samara Metallurgical Plant and Stupino Metallurgical Plant. The plant will be certified under the quality management system and the environmental management system.

It was stressed by SUAL Holding Senior Vice President that the commissioning of SUAL Group’s new plant is in line with its strategy to focus on manufacturing value-added products, and the downstream production of aluminium culminates the work of all the production divisions and serves their final goal of creating ready-made consumer goods, supplying the Russian domestic market with high-quality products.

SUAL Group’s assets are owned by British Virgin Islands registered company SUAL International. Sual is a vertically integrated company, whose enterprises form a full production cycle, from bauxite extraction (over 5.4 million tonnes a year), alumina refining (about 2.3 million tonnes a year) and primary aluminium production (more than 1 million tonnes a year) to the manufacturing of aluminium semi-finished and finished products.

The whisky and spirits company Inver House Distillers has announced on October 29 that it has become a fully-owned subsidiary of International Beverage Holdings, the international arm of Thai Beverages.

Inver House was an independent company until 2001, when it became owned by Pacific Spirits, part of Great Oriole Group based in the British Virgin Islands. This BVI company is controlled by Thai entrepreneur Charoen Sirivadhanabhakdi, who has significant interests in Thai Beverages.

It was marked by company representatives that the acquisition of Inver House by Thai Beverages brought the benefits of integration into a multi-beverage group of companies with international distribution, platforms and sales networks. The company declined to reveal the value of the acquisition, but from some sources it was understood to be worth approximately £60m. The combined value of the two companies after the merger is expected to be HK$1bn.

Inver House Distillers are now going to work in partnership with the International Beverage Holdings in Hong Kong and in other parts of south-east Asia, having received the possibility to offer a wider portfolio for the company’s customer base. The acquisition deal will also bring other advantages to the Inver House, including an increased focus on the development of Inver House Distillers’ brand portfolio, based on the success of its single malt whiskies and a range of whisky blends.

Having become part of Hong-Kong based InterBev, Inver House will join a stable or dynamic international alcohol beverage brands. Graham Stevenson, Inver House managing director, said: “Our single malt whisky brands and our blends are currently growing in terms of stature and volume, both in the UK and abroad, thanks to the dedicated team we have working in the business. The shift into InterBev will allow us to capitalise on this success, and it will make an enormous difference in terms of improving our route to market and facilitating exciting brand development and expansion in the future.”