BVI Company News

A month ago in one of October blogpost we mentioned the fact of selling by British Virgin Islands incorporated BrazMin Corp. all of its interests in the Tocantinzinho gold project in Brazil. As it was announced on September 13, 2006, BrazMin’s interests in the Project area will be acquired by Brazauro Resources Corporation. In the beginning of December Brazauro Resources Corporation and BrazMin Corporation were advised that the mining license acquired by Brazauro has been confirmed as the paramount title over Brazauro’s Tocantinzinho Project. The license assures good title and continuity to the Project area. Brazauro holds a total of 43,840 hectares of mineral interests at Tocantinzinho.

Upon publication of the confirmation of title in Brazil’s official Government Gazette Brazauro will issue 13.15 million common shares to BVI BrazMin Corporation. The acquisition extends Brazauro’s landholdings at Tocantinzinho to the east and southeast, into zones that Brazauro believes hold potential to expand the overall project’s gold-bearing mineralization.

Anthony H. Ransom, President and CEO of BrazMin, has commented: “Resolution of the complex title issues at Tocantinzinho is a great step forward and will ensure the orderly exploration and development of the area. Through our investment in Brazauro, we will continue to have exposure to this emerging project, while focusing activities on our property portfolio, both within the Tapajos district and elsewhere in Brazil.”

Mark E. Jones, Chairman and CEO of Brazauro Resources Corporation, said, “We are very pleased to complete this title confirmation and to consolidate the entire Tocantinzinho area … We are reviewing the exploration information to date from the new areas now under Brazauro’s control, and will initiate further exploration activities here in the near-term.”

CITIC International Financial Holdings Limited (CIFH) has made an announcement that the company and CITIC International Assets Management Limited (CIAM), its wholly-owned subsidiary, have entered into a share transfer and subscription agreement with overseas investors.

In accordance with the agreement, these 3 overseas investors will invest HK$ 1,400 million in aggregate in CIAM as an exchange for a combined 60% stake in CIAM’s enlarged share capital.

According to the agreement, Asset Managers Co., Ltd., Ithmaar Bank B.S.C. and Mega Rider Offshore Ltd. will buy CIAM’s existing shares from CIFH and subscribe for new shares in CIAM. When the transaction is completed, the shareholdings by Asset Managers Co., Ithmaar Bank and Mega Rider Offshore in CIAM will be 25%, 20% and 15%, respectively. CIFH intends to remain the sole largest shareholder of CIAM in the foreseeable future.

Established in 2002, CIAM was planned for specialising in distressed asset management, particularly managing and recovering a portfolio of non-performing loans as part of CIFH’s reorganisation in 2002. Also, CIAM has made up a team of seasoned investment professionals having experience in managing direct investment projects in Mainland China. Current portfolio of direct investments of CIAM ranges from consumer products and retail network to real estate and high tech industrial projects.

The shares of a Japan-incorporated Asset Managers Co., Ltd. are listed on the Nippon New Market. Primarily, Asset Managers deals with merchant banking business such as real estate fund.

A Bahrain joint stock company, established and registered in the Kingdom of Bahrain, Ithmaar Bank, the shares of which are listed on the Bahrain Stock Exchange, operates as an investment bank throughout Europe, the Middle East, North Africa and Asia. It is regulated by the Central Bank of Bahrain. Besides holding significant investments in the banking and financial services sectors in different markets, major business activities of Ithmaar Bank include private asset management, advisory business, project financing and equity underwriting business.

A BVI-incorporated Mega Rider Offshore is an investment holding company. Mr. Zhang Shikeng and Madam Zhou Xingchen hold a 50% beneficial interest each. They are business persons with businesses in the PRC and Southeast Asia region.

The total consideration for the shares to be sold account for HK$ 394 million. This amount shall be payable on the completion date of the agreement, currently expected to be December 18, 2006. The total subscription for the new shares is HK$ 1,006 million; this amount shall be payable in cash instalments, the first one due on the Completion Date and the rest within a period of two years following the completion date of the agreement.

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.