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.
Showing posts with label All stock transaction. Show all posts
Showing posts with label All stock transaction. Show all posts
Wednesday, December 23, 2015
Friday, June 28, 2013
BVI-based blank check company acquires Black Diamond Holdings LLC
BGS Acquisition Corp., a blank check company formed in the British Virgin Islands for the purpose of acquiring or merging with operating businesses in the United States or Latin America, has entered into a definitive agreement with Black Diamond Holdings LLC. The purpose of the agreement with the US-based holding company is to complete a business combination and to acquire Black Diamond in all-stock transaction, which values Black Diamond at an equity value of US$400,000,000.
The execution of the definitive agreement with Black Diamonds allows the BVI company a three month extension to complete the business combination until September 26, 2013.
Black Diamond Holdings LLC is a diversified holding company having assets in a number of sectors, including mining, healthcare, and technology.
The execution of the definitive agreement with Black Diamonds allows the BVI company a three month extension to complete the business combination until September 26, 2013.
Black Diamond Holdings LLC is a diversified holding company having assets in a number of sectors, including mining, healthcare, and technology.
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.
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$1,250,000 as liquidated damages, and vice versa.
Thursday, July 5, 2012
Westbridge Energy Corporation completed acquisition of BVI company
Westbridge Energy Corporation, the Canada-listed oil and gas exploration and development company, acquired 100% of the shares in the capital of Kayuco Universal Ltd., incorporated in the British Virgin Islands.
Under the terms of the transaction closed, Westbridge acquired all of the issued and outstanding common shares of the BVI company in exchange for 10 mln shares in its capital, at a deemed issue price of C$.20 per share and a cash payment of US$3 million.
Westward Energy LLC received finder’s fee in the amount of 1,000,000 common shares of Westbridge, for introducing the acquisition to the company. Finder’s fees of a total of C$80,000 as well as 692,800 finder’s warrants were also paid to certain third parties.
As a condition for the completion of the deal, Westbridge completed a non-brokered private placement financing of subscription receipts for gross proceeds of C$4,000,000 at a price of C$0.25 per receipt.
Kayuco Universal Ltd. is a private BVI-based company whose principal asset is an 80% interest in an oil and gas petroleum exploration licence to explore within block number 1811B, which is located in the Namibe basin off the northern coast of Namibia. Company’s interest in the field covers an area of approximately 5,854 sq. km.
Under the terms of the transaction closed, Westbridge acquired all of the issued and outstanding common shares of the BVI company in exchange for 10 mln shares in its capital, at a deemed issue price of C$.20 per share and a cash payment of US$3 million.
Westward Energy LLC received finder’s fee in the amount of 1,000,000 common shares of Westbridge, for introducing the acquisition to the company. Finder’s fees of a total of C$80,000 as well as 692,800 finder’s warrants were also paid to certain third parties.
As a condition for the completion of the deal, Westbridge completed a non-brokered private placement financing of subscription receipts for gross proceeds of C$4,000,000 at a price of C$0.25 per receipt.
Kayuco Universal Ltd. is a private BVI-based company whose principal asset is an 80% interest in an oil and gas petroleum exploration licence to explore within block number 1811B, which is located in the Namibe basin off the northern coast of Namibia. Company’s interest in the field covers an area of approximately 5,854 sq. km.
Wednesday, November 30, 2011
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.
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.
Wednesday, January 13, 2010
Gateway Certifications announced merger with BVI-based fuel company
Gateway Certifications, Inc. announced that in November 2009 it acquired Jianye Greentech Holdings Ltd., a privately held corporation registered in the British Virgin Islands. The transaction was signed in accordance with an Agreement and Plan of Share Exchange.
JGH is a holding company whose principal operating companies are involved in developing, manufacturing and distribution of alcohol-based automobile fuel products in China. BVI company's products are designed to function as a lower-cost alternative to conventional gasoline-based auto fuel.
Pursuant to the terms of the agreement, Gateway acquired BVI company in exchange for an aggregate amount of 3,548,796 newly issued shares of its common stock. Also, according to this agreement, the company approved an amendment to the company's Articles of Incorporation, having changed the name of the Registrant to American Jianye Greentech Holdings Ltd.
Additionally, Gateway Certifications approved a forward-split of its common stock on the basis of 7.89 for 1, and is applying for the split to take effect in the market, at which time 31,393,765 shares of common stock will be issued and outstanding. Upon the filing of a Definitive Information Statement and effectiveness of the name change, Gateway Certifications intends to apply to change its OCBB stock symbol.
JGH is a holding company whose principal operating companies are involved in developing, manufacturing and distribution of alcohol-based automobile fuel products in China. BVI company's products are designed to function as a lower-cost alternative to conventional gasoline-based auto fuel.
Pursuant to the terms of the agreement, Gateway acquired BVI company in exchange for an aggregate amount of 3,548,796 newly issued shares of its common stock. Also, according to this agreement, the company approved an amendment to the company's Articles of Incorporation, having changed the name of the Registrant to American Jianye Greentech Holdings Ltd.
Additionally, Gateway Certifications approved a forward-split of its common stock on the basis of 7.89 for 1, and is applying for the split to take effect in the market, at which time 31,393,765 shares of common stock will be issued and outstanding. Upon the filing of a Definitive Information Statement and effectiveness of the name change, Gateway Certifications intends to apply to change its OCBB stock symbol.
Monday, January 11, 2010
Link Resources, Inc. acquires BVI-registered parent company of Bohai Pharmaceuticals
Nevada-based company Link Resources, Inc. completed share exchange transaction and US$12 million private placement pursuant to which it acquired the parent company of Yantai Bohai Pharmaceuticals Group Co., Ltd. Under the terms of the share exchange transaction, the shareholders of Chance High International Limited, Bohai's indirect parent company registered in the British Virgin Islands, exchanged all of their BVI company's equity for 13,162,500 shares of Link Resources, representing approximately 81% of its outstanding shares. Now Chance High is a directly held, wholly-owned subsidiary of Link.
In the private placement Link issued 6,000,000 units at a price of $2 per unit, resulting in gross proceeds of $12,000,000. Net proceeds to Link made approximately $9,700,000. Each unit consists of $2 principal amount, two year convertible note and a three year warrant to purchase one share of Link common stock at $2.40 per share.
Assuming full conversion of the notes and exercise of the warrants, offering investors would own approximately 26.9% of the outstanding shares of Link and the former shareholders of BVI-registered Chance High, would own approximately 59.2% of the outstanding shares of the US company. Another British Virgin Islands-registered company, Glory Period Limited, which is a shareholder of Chance High, would become the owner of approximately 40% the outstanding shares of Link assuming full conversion of the notes and exercise of the warrants.
Yantai Bohai Pharmaceuticals is located in Shandong Province, China, and engaged in the production, manufacturing and distribution of traditional Chinese herbal medicines.
In the private placement Link issued 6,000,000 units at a price of $2 per unit, resulting in gross proceeds of $12,000,000. Net proceeds to Link made approximately $9,700,000. Each unit consists of $2 principal amount, two year convertible note and a three year warrant to purchase one share of Link common stock at $2.40 per share.
Assuming full conversion of the notes and exercise of the warrants, offering investors would own approximately 26.9% of the outstanding shares of Link and the former shareholders of BVI-registered Chance High, would own approximately 59.2% of the outstanding shares of the US company. Another British Virgin Islands-registered company, Glory Period Limited, which is a shareholder of Chance High, would become the owner of approximately 40% the outstanding shares of Link assuming full conversion of the notes and exercise of the warrants.
Yantai Bohai Pharmaceuticals is located in Shandong Province, China, and engaged in the production, manufacturing and distribution of traditional Chinese herbal medicines.
Saturday, January 9, 2010
US exploration company acquires BVI-registered APM Mining Ltd.
The US-based mineral exploration and development company Gentor Resources, Inc. announced that a letter of intent has been signed by Gentor and Arabian Peninsula Projects Ltd., African Precious Minerals Ltd. and Tembo Capital LLP, relating to the acquisition by the US company of all of the issued and outstanding equity securities of British Virgin Islands-registered APM Mining Limited. By terms of this transaction, 13.063 million of Gentor's previously authorized and unissued common shares will be exchanged for ownership of 100% of the BVI company.
Upon the conclusion of the transaction, Gentor will receive secured earn-in rights in two exploration blocks in the Sultanate of Oman, totalling 1,266 square kilometers. The US company is planning to increase its exploration holdings in the region in order to become a leading exploration company focused on this region.
BVI-registered APM Mining Limited is a mineral exploration company having the earn-in rights to specific exploration ground holdings in Oman, comprising strategic sites identified as having significant potential for copper mineralization.
It is anticipated that Gentor will execute a definitive agreement and conclude the closing of the acquisition transaction within the next few weeks.
Upon the conclusion of the transaction, Gentor will receive secured earn-in rights in two exploration blocks in the Sultanate of Oman, totalling 1,266 square kilometers. The US company is planning to increase its exploration holdings in the region in order to become a leading exploration company focused on this region.
BVI-registered APM Mining Limited is a mineral exploration company having the earn-in rights to specific exploration ground holdings in Oman, comprising strategic sites identified as having significant potential for copper mineralization.
It is anticipated that Gentor will execute a definitive agreement and conclude the closing of the acquisition transaction within the next few weeks.
Tuesday, September 29, 2009
BVI company sells control of Bozel S.A. to Trillian Exploration Corporation
Trilliant Exploration Corporation, a producing mineral exploration and development company headquartered in New York and having its principal operations in Southern Ecuador, South America, entered into an agreement with the British Virgin Islands-registered Wellgate International Limited. As a result of this agreement, Trilliant will purchase full stock of BVI company's shares of Luxembourg-registered company Bozel S.A.
Under the terms of the Agreement, Trilliant shall purchase up to 100% of the outstanding capital stock of Bozel, on a fully diluted basis, in exchange for US$80,000,000 of the common stock of the Registrant. As part of the acquisition, Trilliant will also advance to Bozel a cash loan of US$ 20,000,000.
The consolidated operations of Trilliant Exploration plan to reach the amount of 750 tons-per-day within the next 18 months.
Under the terms of the Agreement, Trilliant shall purchase up to 100% of the outstanding capital stock of Bozel, on a fully diluted basis, in exchange for US$80,000,000 of the common stock of the Registrant. As part of the acquisition, Trilliant will also advance to Bozel a cash loan of US$ 20,000,000.
The consolidated operations of Trilliant Exploration plan to reach the amount of 750 tons-per-day within the next 18 months.
Wednesday, May 13, 2009
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.
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.
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