Mecox Lane Limited entered into merger agreement with BVI business company

Mecox Lane Limited, Chinese retailer focused on health, beauty and lifestyle products, entered into an agreement and plan of merger with the British Virgin Islands-registered business company Minat Associated Co., and its wholly owned subsidiary ChinaEquity Alliance Victory Co., Ltd., an exempted company incorporated with limited liability in the Cayman Islands.

Under the terms of the agreement, the BVI company will acquire Mecox Lane for cash consideration which equals to US$0.114 per ordinary share, or US$4.00 per American Depositary Share of the Chinese company. The CI-based subsidiary will merge with and into Mecox Lane, the last one continuing as the surviving company and wholly owned subsidiary of Minat Associated Co.

The merger transaction is expected to close during the second quarter of 2016. As a result of the merger, Mecox Lane Limited will become a privately-held company, and its ADSs will no longer be listed on the NASDAQ Global Select Market.

Kirin International entered into agreement with BVI company

Kirin International Holdings Inc., a Nevada corporation operating through its wholly-owned subsidiary, Kirin China, announced that it has entered into share exchange agreements with the British Virgin Islands company Energetic Mind Limited, and all of its shareholders. According to the agreement, Kirin acquired 100 per cent of issued and outstanding ordinary shares of the BVI company from the shareholders, in exchange for the issue of 151,000,000 shares of its common stock of an aggregate value of US$1,510,000,000, and for the issue of 8% convertible promissory note in the amount of US$150,000,000 to a certain shareholder.

Upon completion of the transaction, Energetic Mind’s shareholders received a total of 151,000,000 shares of the issued and outstanding common stock of the company, representing approximately 88 per cent of the total amount. Energetic Mind operates its business mainly through its subsidiary, a Chinese company Wuhan Yangtze River Newport Logistics Co. Limited.

Oil and gas company announced deferral of payment of interest

Greenfields Petroleum Corporation, a junior oil and natural gas company focused on the development and production of oil and gas reserves in the Republic of Azerbaijan, has secured temporary relief from the interest payments related to the debenture indenture governing the 9 per cent convertible unsecured debentures. On June 30, 2015, the majority of the holders of Debentures instructed the trustee to waive the Event of Default resulting from the failure by Greenfields resulting from the failure by the company to make the interest payment due on May 31, 2015. Pursuant to the waiver, the May Interest Payment was deferred until the earlier of: (i) December 30, 2015; and (ii) 15 business days after the receipt by Greenfields Petroleum International Company Ltd. (GPIC) of payment from Bahar Energy Limited (BEL) of at least US$9.0mln of the Default Amount. Also, a further interest payment was due under the Debentures on November 30, 2015.

GPIC is a wholly owned subsidiary of Greenfields Petroleum Corporation, holding one third of interest in Bahar Energy Limited; another two thirds are held by British Virgin Islands-registered Baghlan Group Ltd., which failed to fund its share of the costs of Bahar Energy in accordance with the shareholders agreement and its loan funding obligation to BEL.

As at November 30, 2015, GPIC has funded by way of loans to BEL, over US$22.1 million to cover the defaulted obligations of the BVI company. By this date, the total amount due to GPIC is estimated at US$ 28.1 million. Receivers have taken control of Baghlan and are seeking to sell either Baghlan or Baghlan's interest in BEL. In June 2015, the company filed for an order appointing a liquidator in the British Virgin Islands.