BVI-registered Chaarat Gold Holdings receives government approval for subscription by Chinese company

British Virgin Islands-registered holding company Chaarat Gold Holdings Ltd announced that it received the regulatory approval of the Chinese Government concerning the subscription by China Nonferrous Metals Int'l Mining Co Ltd (CNMIM) for 22,469,289 shares in the BVI company at 25p per share. The signing of subscription agreement between Chaarat Gold Holdings and CMIM was announced in July 2009. Now, upon the receive of government approval, the BVI company applied for the admission of placing shares to trading on the London Stock Exchange AIM market. The admission is expected to take place on or about September 14, 2009.

Following the admission of the placing shares, the existing issued share capital of Chaarat Gold Holdings will increase from 90,441,714 ordinary shares of $0.01 each to 112,911,003 ordinary shares. The total number of voting rights which will be attached to the enlarged share capital on the basis of one vote per ordinary share will be 112,911,003.

Singapore textile company enters into acquisition deal with BVI-registered holding group

A Singapore-based company Ban Joo & Company Limited, designing, manufacturing and distributing of textiles and household items, has entered into conditional sale and purchase agreement with purpose to acquire the entire issued share capital of Telemedia Pacific, Inc. and Telemedia Pacific Incorporation Limited. The companies are to be purchased for from the British Virgin Islands-based investment holding Telemedia Pacific Group Limited.

Both subsidiaries of the BVI holding company are engaged in business connected to a submarine fiber optic cable which is to be constructed and laid between Hong Kong and Indonesia. Telemedia Pacific, Inc. is registered in the British Virgin Islands, while Telemedia Pacific Incorporation Limited is registered in Hong Kong.

By terms of the agreement, the $260.89 mln consideration will be satisfied immediately upon the allotment and issue of 3,582,380,952 new ordinary shares in the capital of Singapore company, at an issue price of $0.07 for each consideration share.

The acquisition will give an opportunity for Ban Joo & Company to venture into the cable business and the cable and exit the textile business. Also, upon the closing of the transaction the Singapore company will be able to address the growing demand for broadband transmission between HK and Indonesia.

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.

BVI-registered Chaarat Gold Holdings signs subscription agreement with Chinese company

Chaarat Gold Holdings Ltd, the British Virgin Islands-registered holding company of the Chaarat Group, focused on the exploration and development of metals in the Kyrgyz Republic, announced the signing of subscription agreement with China Nonferrous Metals Int'l Mining Co Ltd (CNMIM). By terms of the agreement, the Chinese company will subscribe for 22,469,289 shares in the BVI holding, at 25p per share for total consideration of £5,617,322.

On completion of the transaction, Chinese company’s shareholding will represent 19.9% of Chaarat Gold’s issued share capital. CNMIM will obtain the right to appoint two directors to the board of the company if its interest in the BVI company does not fall below 15%, and one director if its interest does not fall below 10%, for a period over 6 months.

Chaarat undertakes that upon the issuance of further shares it will invite CNMIM to participate in order to maintain its level of shareholding, on the same terms as offered to other subscribers or, where options are exercised, by reference to the market share price prior to exercise. The BVI holding also agreed not to require CNMIM to make a cash offer to shareholders under Chaarat’s articles of associations, unless CNMIM reaches a 30% threshold.

CEO of the BVI company Dekel Golan commented on the transaction: This is a significant milestone for our Company. This investment will enable us to complete the feasibility study and all other studies required for taking the project towards development. CNMIM, being very familiar with the Chinese mining environment will be able to assist in introducing the Company to financial institutions interested in financing projects such as Chaarat and to various contractors and service providers required for such development."

BVI-based company Megaway International Holdings finalizes reverse merger

BTHC VIII, a total solution provider of heat exchangers in China, announced the closing of a share exchange transaction with the shareholder of the British Virgin Islands corporation Megaway International Holdings.

In the share exchange transaction, BVI company's shareholder was issued 14,800,000 shares of common stock of BTHC VIII, which makes approximately 92.5 percent of the total issued and outstanding capital stock of the company, in exchange for 100 per cent of the issued and outstanding shares of Megaway. As a result of the deal, Megaway has become a wholly-owned subsidiary of the company.

Upon the closing of the share exchange, BTHC's executive officers were replaced by the executive officers of the BVI registered Megaway and its subsidiaries. The company plans to change its name to THT Heat Transfer Technology.

BVI-registered China Net Online Media Group becomes subsidiary of Emazing Interactive, Inc.

Publicly traded Nevada corporation Emazing Interactive, Inc. entered into a share exchange agreement with British Virgin Islands-registered China Net Online Media Group Limited, and all of its shareholders. As a result of the share exchange, the BVI company became wholly owned subsidiary of Emazing Interactive.

Under the terms of the share exchange agreement, the shareholders of the BVI corporation transferred all their shares to Emazing, in exchange for the issuance of 13,790,800 fully paid and nonassessable shares of Emazing Common Stock. Also, the company announced the change in the Board of Directors and executive officers as of the close of the Share Exchange.

BVI-domiciled company China Net Online Media Group Ltd. was founded in 2003 as a full-service media development and advertising platform for the small and medium enterprise market in China. China Net became the parent holding company of a group of companies - Hong Kong-based CNET Online Technology Limited, which is the parent company of Rise King Century Technology Development (Beijing) Co., Ltd., China-based and foreign-owned enterprise. The BVI company operates advertising business in China through contractual arrangements.

BVI subsidiary of CNNC International buys 69% of Western Prospector Group's shares

Canada-listed company Western Prospector Group Ltd., focused on uranium project in Mongolia, announced that its 38,003,666 common shares (approximately 69% of company's shares) were deposited to the offer of the British Virgin Islands-registered First Development Holdings Corporation, which is an indirect wholly-owned subsidiary of public HK-listed company CNNC International Limited, for all of the outstanding common shares of Western Prospector.

This result represents substantial support for the offer, and First Development has taken up and accepted for payment all the shares tendered, in the amount of C$0.56 per share of the Western Prospector common shares deposited to the offer.

In March 2009, the BVI-registered First Development and Western Prospector entered into a support agreement pursuant to which Western Prospector represented that the directors and officers of the company intend to tender or caused to be tendered to the Offer Western Prospector common shares over which control or direction is exercised, and that any restrictions imposed on or by Western Prospector to prevent any director or officer from tendering such shares have been waived or removed.

First Development has informed Western Prospector of its intention to acquire all of its remaining common shares that are not already owned by First Development.

African Aura and Mano River resources merge under BVI law

African Aura Resources Limited, an exploration company focused on the discovery of economic iron, gold and uranium deposits, entered into the definitive combination agreement with Mano River Resources Inc. The transaction is structured as a merger under the corporate laws of the British Virgin Islands between MANAAR Limited, a wholly-owned BVI subsidiary of Mano River, African Aura and Mano River. BVI-registered MANAAR will, subject to regulatory approval and the approval of the merger by the shareholders of African Aura, merge with African Aura, and Mano River will thereby acquire all common shares of African Aura.

The terms of the merger agreement are similar to the previously announced letter of intent signed by the companies on 15 April 2009, amended on May 14 2009 and then on June 12 2009. Mano River will offer 1.57 its shares for every one African Aura share in order to acquire the entire issued share capital of African Aura.

The African Aura meeting at which its shareholders will consider and approve the merger is scheduled to be held on 31 July 2009. The effective date for closing of the deal is expected to be in August or September, then the merger will be complete and Mano River shares will be issued to African Aura shareholders.

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.