Alyst Acquisition closes merger transaction with BVI-domiciled China Networks Media

British Virgin Islands company China Networks International Holdings, Ltd. and special purpose acquisition company Alyst Acquisition Corp. have completed the redomestication merger of Alyst in the British Virgin Islands, and the subsequent merger of China Networks subsidiary China Networks Media Ltd., also registered in BVI. The deal was announced in December 2008 as the plan of the acquisition of all the shares of the BVI company by Alyst Acquisition and the business combination merger.

The special stockholder meeting for voting on the proposed merger was held on June 24, 2009, when holders of over 70% of Alyst's stock voted in favor of the transaction. The closing of the business combination merger occured on June 30 immediately after the BVI authorities confirmed the acceptance of the Articles and Plan of Merger effecting the business combination merger. During the meeting, Alyst's stockholders also approved the 2009 Omnibus Securities and Incentive Plan, pursuant to which the directors, officers, employees and consultants of CN Holdings or its subsidiaries may be granted options to purchase up to 2,500,000 ordinary shares of the BVI company.

Initially, the ordinary shares, units and warrants of BVI-based CN Holdings will continue to be traded on the NYSE Amex under the ticker symbols CNR, CNR.U and CNR.WS, which were used earlier.

BVI company acquires shares of Pioneer Cement Ltd

Vision Holding Middle East Ltd, British Virgin Islands-registered company having its headquarters in Karachi, Pakistan, announced the acquisition of 24.599 % shares in Pioneer Cement Ltd - a public company incorporated in Pakistan and engaged in manufacturing and sale of cement.

The shares have been purchased by the BVI company at the rate of Rs10 ($0.12) per share on June 18, 2009. According to information received by Karachi Stock Exchange, the purchase price is Rs22 per share - subject to downward adjustment following completion of due diligence, which will be done in the next four months to determine the final price.

Vision Holding Middle East has also entered into a call-and-put option agreement with several shareholders of Pioneer Cement Ltd for the purchase of 28.855 % of the total issued and paid up share capital of the Pakistani company in the next 1,5 years. Also, the Competition Commission of Pakistan has given its clearance to the acquisition initiated by the BVI company.

Chinese pharmaceutical corporation makes private placement with the BVI company

China Biologic Products, Inc., one of the leading plasma-based biopharmaceutical companies in China, announced that it has entered into a securities purchase agreement with accredited investors led by Essence International Investment Limited – an investment company registered in the British Virgin Islands. By this agreement, China Biologic will issue 3.8% senior secured notes due 2011 in the amount of $9,554,140, convertible into Chinese company’s common stock at $4.00 per share. The company also issued warrants to purchase up to 1,194,268 shares of its common stock at a price of $4.80 per share.

China Biologic reported its intention to use the proceeds of the deal to pay part of the purchase price for the interests it recently acquired in companies Xi'an Huitian Blood Products Co., Ltd. and Chongqing Dalin Biologic Technologies Co., Ltd., as well as for working capital and general corporate purposes.

Essence International Investment Limited is a company incorporated in the BVI for the purpose of investing in the Chinese company, and is owned by several accredited investors experienced in providing growth capital to early and expansion stage companies in China, particularly in healthcare industry.

BVI Fund sells 1.13 per cent of shares of Malaysian corporation

According to filings, the British Virgin Islands-based CIM Dividend Income Fund Ltd disposed 1.13%, or 3.89 mln shares of NV Multi Corporation Bhd, which is involved in bereavement care services, in the period between May 6 and May 8. 15,000 and 38,000 NV Multi Corp shares were disposed on May 6 and 7, and 3.84 mln shares on May 8.

By this disposal, the BVI-registered fund now holds 20.54 million shares, or an indirect interest of 6% in NV Multi Corp. CIM Dividend Income Fund Limited is one of the Funds controlled by the UK asset management company CIM Investment Management Limited.

BVI-registered shareholder of Finnish company announces change of shareholding

Ruukki Group Plc, the company which specialises in industrial refining of certain natural resources and working in the areas of wood processing and minerals, has received the announcement regarding change of shareholding from the British Virgin Islands-registered Kermas Ltd. The BVI company announced that, based on share transactions carried out on May 14, 2009, its current ownership has exceeded 15% of the share capital and voting rights of Ruukki Group Plc.

Kermas Ltd. (BVI) also informed that it now owns Ruukki Group Plc shares and forward contracts in the following order: current ownership of shares makes 41,111,200 (15.75%), potential future ownership will add 45,255,300 (or 17.34%), while potential future ownership as an option arrangement will add 73,170,731 (or 28,03%). Total amount of shares will make 159,537, or 61.12%. Forward contracts will expire in June 2009.

The registered number of shares of Ruukki Group Plc is 261, 034, 022, and share capital is EUR 23, 642,049.60. The number of treasury shares held by the Group on May 15, 2009 was 10,700,000 shares.

Alyst announces stockholder meeting on merger with the BVI corporation

On May 15, a special purpose acquisition company Alyst Acquisition Corp. announced that June 23, 2009 was approved by its Board of Directors as the date for a special meeting of company's shareholders for voting on the proposed merger with China Networks Media Ltd. - a television advertising company formed in 2007 in the British Virgin Islands. Alyst signed an agreement and plan of merger to acquire full stock of joint venture provider of broadcast television services in China in August 2008, and confirmed its intention in January 2009.

By means of merging with its wholly-owned subsidiary, China Networks International Holdings, Ltd., also registered in the British Virgin Islands, Alyst plans to redomesticate to the jurisdiction prior to consummating its transaction with China Networks Media Ltd.

On January 30, 2009, Alyst filed a preliminary proxy statement/prospectus in connection with the proposed business combination, and filed amendments to it on April 16 and May 14, 2009. Alyst intends to file the definitive proxy statement/prospectus and related registration statement, filed by China Networks International Holdings, Ltd., Alyst's wholly-owned BVI subsidiary and intended surviving corporation after consummation of the proposed merger.

BVI subsidiaries of Hutchison Whampoa Ltd publish status update of their cash tender offer

On May 22, 2009, the British Virgin Islands companies Acelist Limited, Daystep Limited, Ideal Zone Limited and Plan Bright Limited, all of them being wholly-owned subsidiaries of Hutchison Whampoa Limited, made an announcement in connection with the cash tender offer issued on May 7, 2009 by CI-based subsidiaries of Hutchison. The BVI companies announced that the notes were tendered on May 21, 2009. According to the terms and conditions of the tender offer, which are set in the Offer of Purchase, its expiration date currently is June 8, 2009.

The aggregate principal amount of the Notes tendered exceeds the US$1,500 mln Maximum Tender Offer Amount, so 2013 notes will, if accepted for purchase, be purchased on a pro rata basis. Any notes tendered but not accepted for purchase will be returned to the tendering parties following the expiration or termination of the applicable tender offer, are more fully set out in the Offer to Purchase.

CanAsia Financial Inc. announces proposed qualifying transaction with BVI company

CanAsia Financial Inc. announced that it has entered into an arm's length agreement in principle dated May 12, 2009 with the British Virgin Islands corporation Classet Holdings Inc., with the purpose to purchase all of the issued and outstanding securities of its wholly owned subsidiary Classet Co. Ltd, which is located in Seoul, South Korea, and was incorporated under the laws of South Korea in 2006.

Under the terms of the Agreement, the Canadian company has agreed to acquire Classet Co. from the BVI company for consideration of a CDN$25,000 deposit, 10 mln common shares of the company at a deemed price of $0.10 per share, 23 million redeemable convertible preferred shares of the company, and a redeemable debenture with the principal amount of $450,000 for the term of five years at an interest rate equal to 4% per annum.

Each preferred share into a common share of the company at any time after November 12, 2010, at a price per common share of CDN$0.10, subject to the company meeting the Exchange's public distribution requirements. Each Preferred Share is also redeemable by the company at a price of CDN$0.10 for a period of five years from the closing date.

In accordance with the TSX Venture Exchange, the transaction is intended to be the company's qualifying transaction. Closing of the transaction is expected to take place on or before November 12, 2009.

The South Korean company engages in design, manufacturing and distributing mobile broadcast receivers (digital) all-in-one CPU boards, digital mobile TVs, portable media players, high-definition set-top boxes, personal navigation assistants, multimedia codecs, USB applications and middleware. Company's sales are primarily in Asia including Korea, Japan, China and Taiwan, however, Classet Co. has appointed representatives and distributors worldwide.

CITIC Bank acquires major stake of its associate from the BVI company

Last week, China CITIC Bank acquired a 70.32 per cent stake in CITIC International Financial Holdings Ltd. from the British Virgin Islands-registered Gloryshare Investments (GI), a wholly-owned subsidiary of CITIC Group. By terms of the contract, the stake will be purchased from the BVI company for HKD 13.56 billion in cash. Some analysts consider that the deal brought the bank a HKD 2.11 billion non-guarantee loan.

In January 2009, CITIC International Financial, which is a joint venture between the BVI-registered GI and Banco Bilbao Vizcaya Argentaria SA (BBVA) , signed a contract to receive a HKD 3 billion credit line from its two shareholders - a HKD 2.11 billion credit line from GI, and a HKD 890 million one from BBVA. After the completion of the deal, CITIC Bank will take the responsibility to grant the HKD 2.11 billion credit line to CITIC International Financial. The credit line is of no guarantee as it was granted by parent company to subsidiary.

CITIC Bank's loans granted to related companies reached CNY 2.8 billion in 2007, rising 23.05 per cent year on year, and making 0.49 per cent of its total loans. In 2008, the amount of loans reached 5.7 billion - 104.9 per cent from a year ago, accounting for 0.88 per cent of the total loans. This year, the figure is expected to be around HKD 7.8 billion.

GI, a wholly-owned subsidiary of CITIC Group, became the fourth biggest shareholder of CITIC Bank having taken a 4.93 per cent stake in it as of March 31, 2009.

Chinese medicine company completes reverse merger with BVI holding group

On May 7, 2009, Domain Registration Corp., which is now in the process of changing its name into BioPharm Asia, Inc., acquired all of the outstanding capital stock of the British Virgin Islands-based China Northern Pharmacy Holding Group Limited (CNPH). The company has preliminarily completed the integration of industry chain, extending the sole trading business (including terminal chain stores, distribution and wholesale business). The Board of Directors of Domain Registration Corp. has adopted certain amendments, which include name change to BioPharm Asia, Inc., which shall become effective upon shareholder approval and the supply of information to the SEC.

BVI-registered CNPH is a holding company that acquired all of the outstanding stock of China Northern Pharmacy Holding Group Limited based in Hong Kong (CNPH HK), the company that owns two operating subsidiaries focused on pharmaceutical logistics and distribution as well as the sale of herbal products throughout China. Through these two wholly-owned subsidiaries, Domain Registration Corp. is planning to create a comprehensive pharmaceutical company in China, and an integrated industry chain.

The company which will be named BioPharm Asia intends to further include into its business Tibetan pharmacies, healthcare and medicine delivery services.

Future BioPharm Asia held a press conference concerning the successful reverse merger, which was attended by some institutional investors and investment banks from the United States, and entrepreneurs from approximately 50 well-known Chinese pharmaceutical companies, medicine distributors and pharmacy chains.

2020 ChinaCap Acquirco, Inc. and its BVI subsidiary sign share purchase agreement with WHL

On May 11, 2009, 2020 ChinaCap Acquirco, Inc. has announced that along with its wholly-owned British Virgin Islands-registered subsidiary Exceed Company Limited (Newco) it has entered into a definitive share purchase agreement with Windrace International Company Limited (WHL). WHL is one of the largest branded sportswear companies in China, engaged in the design, manufacturing, trading and distribution of sporting goods in the country. 2020 is a public acquisition company formed in Delaware in 2006, to effeect a business combination with an operating business with operations in PRC.

After completion of the transaction, WHL will become a wholly owned subsidiary of Newco. Current management of the company will continue to run the business following consummation of the acquisition. George Lu, Chairman and CEO of 2020, stated that over the last years WHL managed to build one of the top five sporting goods companies in its market segment, and they are confident that its current transformational strategy 'will give the way to a stronger leadership position for WHL in China.'

Pursuant to the Share Purchase Agreement dated May 8, 2009, Newco will acquire all of the ordinary shares of WHL, and the last one will become a wholly owned subsidiary of Newco, which will merge with 2020, Newco being as the surviving company. Newco will acquire WHL in an all-stock transaction which includes 17,008,633 ordinary shares of Newco stock, excluding additional contingent shares. Pursuant to the agreement, 2,750,000 shares will be issued to WHL shareholders upon closing. Up to 14, 258,633 shares of these 17,008,633 shares noted will be released to WHL shareholders when, on a consolidated basis, the surviving company achieves or exceeds after-tax net profits in the fiscal years of 2009, 2010 and 2011.

Furthermore, WHL shareholders and their designees will be issued an additional 2,212,789 ordinary shares of Newco, when the surviving company achieves or exceeds after-tax net profits in the fiscal year ended December 31, 2011, in the amount of $64,333,821.

CI-based companies make cash tender offer to a group of BVI companies

On May 7, 2009, several Cayman Islands-based offshore companies, all of them being wholly-owned subsidiaries of Hutchison Whampoa Limited, announced the commencement of a cash tender offer by each of BVI-registered companies Acelist Limited, Daystep Limited, Ideal zone Limited and Plan Bright Limited, for the listed series of notes. All the named BVI companies also are wholly-owned subsidiaries of Hutchison Whampoa Finance Limited.

The terms and conditions of the tender offer are described in the Offer to Purchase and the Letter of Transmittal dated May 7, 2009. The Cayman Islands companies are collectively offering to purchase up to US$1,500,000,000 aggregate principal amount of Notes.

The term of the tender offer will expire on June 8, 2009, unless extended. Holders must validly tender their notes on or before the “Early Tender Date”, on May 21, 2009, and not withdraw such notes on or before the “Withdrawal Date”, in order to be eligible to receive the applicable Total Consideration.

The Total Consideration for each US$1,000 in principal amount of Notes tendered and accepted for payment pursuant to the tender offer will be determined in the manner described in the offer to purchase, and is equal to the sum of the present value on the date of payment of the applicable tender offer consideration of the principal amount plus the present value on the Settlement Date of all remaining scheduled payments of interest on such principal amount.

In addition to the applicable total consideration, or applicable tender offer consideration, holders whose notes are accepted for purchase will receive a cash payment representing the applicable accrued and unpaid interest up to the Settlement Date.

BVI-registered Atlas Minerals sells the stock of its BVI subsidiary to Quito JointVenture Group

Recently TSX Venture Exchange accepted for filing a Binding Letter of Intent between the British Virgin Islands-registered Atlas Minerals Inc. and Quito JointVenture Group, dated November 12, 2008.

By the terms of this Agreement, the BVI company is to sell to the QJV up to 100% of its stock in its wholly-owned subsidiary Atlas Moly Investment Corporation (BVI), which in its turn is the beneficial owner of Ecuador-based Atlas Moly S.A. Atlas Moly is the substantial holder of all the assets of the BVI company located in Ecuador.

The purchase price which will be paid by Quito JointVenture Group for the stock of Atlas BVI is CDN$425,000. Also, the company will retain a 1.5% net smelter return which can be bought by Ecuador company at any time for the price of US$1,500,000.

BVI-registered Hallwood Financial Limited intends to acquire stock of the Hallwood Group Incorporated

Hallwood Financial Limited, a private company incorporated in 2008 in the British Virgin Islands and wholly owned by a Jersey-based Hallwood Trust, announced that it has advised the board of directors of Hallwood Group Incorporate about its intention to offer to acquire all of its outstanding publicly held shares.

BVI-registered Hallwood Financial, which currently owns 65.7% of the common stock of the Delaware-based Hallwood Group Incorporated, has intention to offer to acquire the balance of its common stock at $12.00 per share in cash. The aggregate consideration for the company's outstanding shares not held by the BVI company would be approximately $6.3 million.

Hallwood Financial intends to proceed with its offer as quickly as possible, but the exact structure and timing of the offer are not determined.

Currently, the principal business focus of Hallwood Financial is investing in marketable securities in the United States and the United Kingdom.