Canada-based GINSMS Inc. acquires BVI-controlled company

The Canadian company GINSMS Inc. announced that it has entered into an arm's length definitive share purchase agreement with Inphosoft Pte. Ltd., a private corporation incorporated under the law of Singapore and controlled by the British Virgin Islands-incorporated company One Heart International Limited, Wang Xian Xiang and Chin Siang Hui of Singapore, and Xu Hongwei of China, who together hold 91.79% of company's stock. Under the TSX Venture Exchange, the transaction will constitute a reverse take-over.

By terms of the agreement, GINSMS is to acquire all of the issued and outstanding shares of Inphosoft's wholly-owned subsidiary, Inphosoft Group Pte. Ltd., also incorporated under the law of Singapore, for total consideration of US$11.6 million. The transaction will constitute a reverse take-over of GINSMS under the policies of the TSX Venture Exchange. The consideration payable to Inphosoft will consist of US$1,100,000 in cash, and by the issuance of non interest-bearing convertible debentures for an aggregate principal amount of $10.5 million. Each debenture shall be issued for a term of three years.

GINSMS expects to complete the transaction by the end of March, 2012.

GINSMS Inc. may also complete a brokered private placement of up to US$500,000 in conjunction with the completion of the reverse take-over, to benefit from a waiver of the Exchange sponsorship requirement applicable to reverse take-overs.

China GrenTech announces transaction with BVI- and Cayman Islands-based companies

China GrenTech Corporation Limited, China-based provider of radio frequency and wireless coverage products and services, entered into an agreement and plan of merger with Talenthome Management Limited, a company incorporated under the law of the British Virgin islands, and Xing Sheng Corporation Limited, which is a Cayman Islands company wholly owned by Talenthome Management Limited.

The BVI company is jointly owned indirectly by Mr. Yingjie Gao, Chairman and CEO of China GrenTech, by Ms. Rong Yu, company's director and Chief Financial Officer, and Ms. Yin Huang. They collectively beneficially own approximately 41.9% of the shares of China GrenTech, and intend to finance the merger through proceeds from a loan facility in the amount of HK$320,000,000 from Guotai Junan Finance (Hong Kong) Limited.

Under the terms of the merger agreement, Xing Sheng Corporation will be merged with and into China GrenTech, which will become a wholly-owned subsidiary of the BVI-registered Talenthome Management Limited. Also, each ordinary share of the Chinese company will be cancelled in exchange for the right to receive US$0.126 in cash without interest, except the ordinary shares owned by the group of buyers, and the shares owned by holders of such ordinary shares who have validly exercised and not effectively withdran or lost their appraisal rights.

Exploration company acquires interest in BVI corporation

BVI-registered company Eco (Atlantic) Oil and Gas Ltd. entered into an agreement with Azimuth Ltd., an exploration and production company incorporated in Bermuda and jointly owned by Seacrest Capital Ltd. and Petroleum Geo-Services ASA. By terms of the agreement, Azimuth has subscribed for C$3 million of BVI company's private placement announced in December 2011.

Pursuant to this agreement, Azimuth will acquire 20% working interest in each of Eco Atlantic's offshore Namibia licenses, in return for funding 40% of the cost of 3D seismic surveys. The assignment of a 20% working interest in the Licenses to Azimuth is subject to a number of conditions, including the approval of Namibia's Ministry of Mines and Energy and the completion of a definitive farm-in agreement.

Currently, Eco Atlantic holds a 90% working interest in the Namibian Licenses, through its wholly-owned subsidiary Eco Oil and Gas Namibia (PTY) Ltd. and NAMCOR, the Namibian national oil and gas company, is the holder of 10% working interest. As a result of this transaction, Eco Namibia will have 70% interest, Azimuth will own 20% interest. Eco Atlantic, through the project management group of Kinley Exploration and Azimuth, will be responsible for designing, sourcing and operating all aspects of the 3D seismic program.

Giga Capital Corporation Signed LOI with the BVI company

A capital pool company Giga Capital Corporation signed a letter of intent dated November 28, 2011 with Chang Li Holdings Ltd., which is incorporated in the British Virgin Islands and has an office in Hong Kong. The agreement concerns the proposed acquisition of all the issued and outstanding shares of Tongli Enterprises Development (HK) Company Ltd., the wholly-owned subsidiary of the BVI company, incorporated under the laws of Hong Kong.

Tongli is involved in the business of the market development and sales of neodymium iron boron (NdFeB) rare earth permanent magnetic materials and devices, which are necessary for computers, mobile phones, most audio and video equipment, generators and medical equipment.

It is provided by the LOI that the currently issued and outstanding 7,660,000 Common Shares of Giga Capital Corporation will be consolidated on a 5 for 1 basis. The consolidation was approved by the shareholders of the corporation.

BVI company completes acquisition transaction

Emerging Metals Limited, a British Virgin Islands company working in the industry of minor metals and rare earth elements, announced that in the beginning of December it has exercised its option to acquire all of the issued and to be issued ordinary shares of Ferrum Resources Limited, a private iron ore exploration and mining company also registered in BVI. Prior to the announcements made in June 2011 and subsequently, Ferrum Resources was 37.23 per cent associate of Emerging Metals, so now, upon having acquired some 62.77 per cent of it, Emerging Metals holds full stock of Ferrum Resources.

The acquisition will involve the issue of 316,574,265 new ordinary shares of no par value at Emerging Metals Limited, with an aggregate value of approximately £4.9 million. Additionally, Emerging Metals Limited will grant warrants over a further of 57,280,000 of its new ordinary shares, each for a term of five years and with an exercise price per share of 4.88 pence, and options over a further 5,012,000 new ordinary shares in respect of Ferrum employee options.

This transaction will constitute a reverse takeover under the AIM rules.

Living 3D Holdings, Inc. acquires BVI company

China-based media technology corporation Living 3D Holdings, Inc. announced that it has acquired privately held company Living 3D Holdings, Ltd., which is focused on the marketing and sale of 3D image display devices in China.

Living 3D Holdings, which was incorporated on June 23, 2008 in the British Virgin Islands, became a wholly-owned subsidiary of Chinese company on December 8, 2011, when its shareholders purchased 3,627,426 shares of common stock from company's shareholders, and exchanged all of their shares in Living 3D for 62,590,880 shares of common stock of Living 3D Holdings, Inc.

After the transactions, the shareholders of Living 3D own approximately 95% of the company's issued and outstanding common stock.

BVI company provides 1.5 million financing to Modern Mobility Aids Inc

Modern Mobility Aids Inc., a company engaged in the acquisition of companies in the Bio-Pharma sector, has confirmed the receipt of financing from First Capital Invest Corp (FCIC), a BVI company incorporated under the laws of the British Virgin Islands. Modern Mobility Aids required financing to execute closing agreement to acquire all of the common stock of Canadian molecular diagnostics company LumiGene Technologies Inc.

The acquisition deal is to be closed on 30 November 2011. The term of FCIC engagement with Modern Mobility Aids has commenced on 22 November 2011, and shall provide a term of one year after each draw. Initial draw of USD0.5 million is provided before 28 November 2011. The engagement also has facilities for additional draws of USD 0.25 million each month thereafter, as required, up to the maximum of USD 1.5 million.

First Capital Invest is headquartered in Zollikon, Switzerland.

Chinese company enters into definitive agreement with BVI-registered Premium Lead Company Limited

On 22 November, 2011, Cayman Islands-incorporated Shanda Interactive Entertainment Limited, a leading interactive entertainment media company in China, entered into an Agreement and Plan of Merger with the British Virgin Islands-registered Premium Lead Company Limited and New Era Investment Holdings, a newly-formed exempted company with limited liability, incorporated in the Cayman Islands.

By terms of the agreement, the BVI company will acquire Shanda Interactive for the price of US$20.675 per ordinary share or US$41.35 per American Depositary Share, each representing two ordinary shares. The transaction values Shanda's equity at approximately US$2.3 billion on a fully diluted basis.

The BVI company is jointly owned by Mr. Tianqiao Chen, who is the Chairman of the Board, CEO and President of Shanda, his wife Ms. Qian Qian Chrissy Luo, who is a non-executive director of Shanda, and his brother Mr. Danian Chen, who is the Chief Operating Officer and a director of Shanda. New Era Investment Holding Ltd. is a direct wholly owned subsidiary of the BVI-domiciled Premium Lead Company Limited.

Pursuant to the Merger Agreement, New Era Investment Holdings will be merged with and into Shanda, which will become a wholly-owned subsidiary of the BVI company; each of Shanda's ordianry shares issued and outstanding prior to the time of the merger will be converted into the right to receive US$20.675 in cash per ordinary share without interest.

Currently the transaction is expected to close before the end of the first quarter 2012. In case the transaction is completed, Shanda will become privately-held, and will be delisted from the NASDAQ Global Select Market.

WPP increases investment in BVI-registered Leading Smart Holdings

The international media communications giant WPP has increased its investment in the British Virgin Islands-incorporated Leading Smart Holdings, which has a controlling interest in the parent company of Chinese digital advertising measurement firm Moment Systems. Moment Systems was founded in 2006 in Beijing and employs 140 people, up from 90 people in July 2010.

The digital arm of UK-based advertising company, WPP Digital, first acquired minority stake in the BVI company in July 2010, and it has now participated in a round of fundraising alongside other investors.

WPP claimed Greater China is currently its fourth largest market with revenues (including associates) of over US$1bn and digital revenues of over US$200m.

Belizean bank demerges its non-Belizean businesses into BVI company

The board of Belize bank BCB Holdings Ltd., listed on the Bermuda Stock Exchange, has proposed the reorganisation of the company to its shareholders.

The proposed reorganization is through the demerger of company's non-Belizean businesses into a company Waterloo Investment Holdings Ltd., which was recently incorporated in the British Virgin Islands as the new holding company for the non-Belizean businesses.

The company intends to demerge via a declaration and payment of a dividend by BCB Holdings to shareholders, followed by a capital reduction and repayment to those shareholders satisfied by the transfer of the non-Belizean businesses and the new loan note to Waterloo.

Polo Resources Completes investment in Canadian company's assets

The British Virgin Islands-registered company Polo Resources Limited made an announcement that it has completed the acquisition of 51% interest in Nimini Holdings Limited, which owns AXMIN Inc.'s Sierra Leone Gold assets, for a cash consideration of US$7.5 million. Both Polo Resources and AXMIN now hold a 51% and 49% interest, respectively, in Nimini, which is a private British Virgin Islands company, holding 100% interest in the Sierra Leone Gold assets.

Under the terms of the deal, Polo is to solely fund the first US$2 million of the project exploration expenditures after which both parties are to jointly fund exploration expenditures on a pro rata basis. The parties who choose not to participate will face dilution of their respective interest in the project.

Executive Co-Chairman of Polo Resources, Mr. Neil L. Herbert, commented saying that these gold projects have a substantial resource upside potential and are a significant value opportunity for the company.

AXMIN Inc. is a Canadian exploration and development company working in Central and West Africa, having projects in Central African Republic, Mali, Mozambique, Sierra Leone and Senegal. The company is listed on the Toronto Stock Exchange.

China Security & Surveillance Technology, Inc. to sign merger agreement with BVI company

China Security & Surveillance Technology, Inc., the company providing integrated surveillance and safety solutions in China, announced that at the annual meeting of the company its stockholders voted in favor of the proposal to adopt the previously announced Amended and Restated Agreement and Plan of Merger by and among the British Virgin Islands company Rightmark Holdings Limited, a Delaware corporation Rightmark Merger Sub Limited, which is wholly owned and direct subsidiary of the BVI company, and by China Security and Mr. Guoshen Tu. Pursuant to the Plan of Merger, BVI company's subsidiary will be merged with and into China Security, which will remain as a wholly owned subsidiary of Rightmark Holdings Limited.

The result of the merger is China Security becoming a privately held company, and its common stock would be delisted from the New York Stock Exchange.

Blue Zen signs LOI with BVI-registered mineral exploration company

Blue Zen Memorial Parks Inc., a company that specializes in the investment, development and management of real estate developments in China, signed a Letter of Intent with International Natural Resources Ltd., a mining company incorporated in the British Virgin Islands. Under the terms of the LOI, which was signed by the companies with respect to the business of copper and gold mineral exploration and development, Blue Zen Memorial Parks will purchase from the BVI-registered International Natural Resources the controlling shares of Edge Brilliant Holdings Ltd., a company also incorporated in the British Virgin Islands, in exchange for 22,500,000 of its common shares.

Edge Brilliant Holdings is in the process of acquiring up to 80% in AIM Co., which, in turn, holds all the rights, licenses and permits related to the business of mineral exploration and development in Mongolia and in the other countries.

The closing of the Proposed Transaction is intended to occur on or before February 29, 2012. Closing of the Transaction will be subject to, among others, the signature of a definitive agreement between Blue Zen and the BVI company, and the obtaining of all requisite regulatory and shareholder approvals, all consents and approvals to the change of control of EBH and AIM Co.

As a result of the closing of the Proposed Transaction, it is expected that Blue Zen will have 58,901,420 shares issued and outstanding, of which Blue Zen's public shareholders will hold 13,901,420 shares (23.6% of the total shares).

Goldbard received TSXV approval for its Business Combination with the BVI company

Goldbard Capital Corporation, which in June entered into an arm's length Business Combination Agreement with the British Virgin Islands-registered company Eco Oil & Gas Ltd., announced that it has received conditional approval for this business combination from the TSX Venture Exchange.

Under the terms of the business combination, the BVI company will, subject to certain conditions, become a wholly owned subsidiary of Goldbard. This business combination will constitute a reverse takeover of Goldbard.

Closing of the business combination is expected to occur after the receipt of Goldbard shareholder approval, which is being sought at a special meeting of the shareholders to be held on September 26, 2011.