Thursday, December 6, 2012

Chinese holding corporation acquires BVI-based Pan-China Resources

MIE Holdings Corporation, an independent oil and gas company listed on the main board of Hong Kong Stock Exchange and engaged in the exploration and production of oil and gas in China, Kazakhstan and USA, announced that it has acquired the entire issued share capital of the British Virgin Islands-registered corporation Pan-China Resources Ltd. 

Pan-China Resources Ltd is a wholly-owned subsidiary of Sunwing Energy Limited. The principal business activity of the BVI company is oil and gas development and production operations in China.

In the last decade of November, MIE and Sunwing entered into a share purchase and sale agreement, pursuant to which MIE purchased all shares of the BVI company for a total price of US$45,000,000, subject to adjustments. By terms of the Agreement, the Adjusted Purchase Price shall be payable by the BVI company on closing date. An amount of US$5,000,000 will be held back for 180 days after the closing to secure Sunwing’s obligations under the Agreement.

Subject to all customary conditions, the closing shall take place one month after the signing of the Agreement between MIE and Sunwing Energy. Upon closing, the BVI company will become a wholly-owned subsidiary of MIE. If closing of the agreement does not occur within 180 days after the signing date as a result of MIE’s default, MIE shall pay Sunwing a break fee of US$1,250,000 as liquidated damages, and vice versa.