U.S. corporation enters into definitive agreement with Sino-Canada Investment Group

Hartcourt Companies, Inc., a U.S. corporation with subsidiaries in China and other jurisdictions, focused on the Chinese education market, announced that it has entered into a Plan of Reorganization and definitive Share Exchange Agreement with Sino-Canada Investment Group Inc., having one of its main subsidiaries in the British Virgin Islands.

Subject to the terms of the agreement, Hartcourt will effect a 1 for 80 reverse stock split, prior to issuing common stock shares worth approximately $33,623,963 to the Sino-Canada shareholders for $0.88 per share, in exchange for 100% of the issued and outstanding capital stock of Sino-Canada.

The aggregate purchase price and the actual number of shares to be issued are subject to potential purchase price adjustments at the closing. Pursuant to the definitive agreement, the Sino-Canada shareholders will receive 38,209,049 shares of Hartcourt common stock in exchange for their shares. The number of Hartcourt common stock shares issued in the transaction will be decreased in case if Sino-Canada’s working capital decreases by more than 5% at the closing date (compared to March 31, 2009), and will be increased if Hartcourt's total liabilities at closing exceeds $600,000, up to the maximum of 45,850,859 shares. Upon the closing, current shareholders of Sino-Canada are assumed to hold approximately 86% of the outstanding shares of common stock of Hartcourt.

Upon closing the transaction Hartcourt will change its name to Maple China Education Incorporated.

Sino-Canada is focused on the investment and management activities in the sphere of education. One of its main subsidiaries, Canadian Learning Systems Corporation, was incorporated in BVI in 2003, and provides exclusive management services to each of Sino-Canada schools and training centers. The BVI company charges part of schools’ annual profits as compensation for services provided.

BVI subsidiary of Shanghai Industrial holdings sells 30.18% stake in food company

Shanghai Industrial Holdings Limited, a HK-based company engaged in the infrastructure, medicine, consumer products and real estate industry, through its wholly-owned subsidiary S.I. Food Products Holdings, Ltd. (SIFP), registered in the British Virgin Islands, has entered into a share transfer agreement with Bright Food (Group) Co. for sale of 30.18% stake in a dairy products manufacturer Bright Dairy & Food Co., Ltd. By terms of the deal, the stake is sold for a cash consideration of US$227.19 million.

This transaction corresponds the objective of Shanghai Industrial Holdings to optimize its asset portfolio by divesting its non-core businesses and concentrating its resources on the core businesses. It would give Shanghai Industrial Holdings an estimated disposal gain before tax of approximately US$121.96 million, which is intended to be used for general working capital purposes and to fund future acquisitions. The China-based Bright Food will pay 50 per cent of the consideration, or US$113.59 million, to a custodian bank account which will be operated jointly by the BVI subsidiary of Shanghai Industrial Holdings or its nominees and Bright Food within three business days after signing of the share transfer agreement.

The offer price of US$0.72 per sale share represents an approximately 95% premium over the book cost of US$0.37 per sale share.

The share transfer agreement is to be executed by the parties involved in the transaction on or before November 30, 2009.

Dematco, Inc. announces update on the deal with BVI investment firm

Dematco, Inc., the company specializing in electronical trade of financial instruments, has announced that its wholly-owned subsidiary Dematco Group Corporation, on behalf of BVI-registered investment company Acquma Holdings Limited, arranged a transaction enabling 1.6 million shares of the BVI company to be acquired through a share exchange with First Corp.

First Corp is a Colorado corporation, while Acquma is a private investment firm incorporated in the British Virgin Islands, which is also the owner of 18% of a private Finnish company Tramigo Oy Ltd. This Finnish company is engaged in the development and marketing of GMS based navigation systems in more than 100 countries worldwide.

Robert Stevens, chairman and CEO of Dematco, commented on the transaction saying that it will enable the BVI company “to establish a market value for their holdings in an otherwise unquoted investment”. He said that Dematco will receive remuneration of 440,000 Acquma shares which are acquired by First Corp in exchange for 1,232,000 new shares of common stock in First Corp valued at US$1.00 per share, and a cash fee of Euros 60,000 (US$84,000).

Hutchison Whampoa announced the results of cash tender offers by BVI companies

The CI company Hutchison Whampoa International Limited and the BVI-registered Hutchison Whampoa International , which are the wholly-owned subsidiaries of Hong Kong-incorporated Hutchison Whampoa Limited, announced the expiration and final results of two previously announced cash tender offers - one by Acelist Limited and the other by Daystep Limited. Each of these companies is a British Virgin Islands business company and a wholly-owned subsidiary of the HK parent company.

The tender offers, each for up to US$750,000,000 aggregate principal amount of the applicable Series of Notes at a purchase price per US$1,000 principal amount of such Series of Notes determined by the modified procedure described in the Offer to Purchase in May 2009, expired on June 16, 2009.

The BVI-registered Acelist Limited has accepted for purchase the 2010 Notes, the aggregate principal amount of which was US$162,373,000 pursuant to the tender offer. Another BVI company, Daystep Limited, has accepted for purchase all of the 2011 Notes, the aggregate pirncipal amount of which pursuant to the tender offer was US$182,806,000.