China Technology Announces Proposed Offering of US$20 Million Convertible Notes of Its Subsidiary

China Technology announces proposed offering of US$20 mln of its BVI subsidiary.

BVI-registered China Technology Development Group Corporation (CTDC), providing solar energy products and solutions in the Chinese market, announced that its wholly-owned subsidiary China Green Holdings Ltd. (BVI) entered into a memorandum of understanding with CMTF Asset Management Limited – a joint venture held by China Merchants Securities Investment Limited and Taifook Fund Managers Limited. By the terms of the document, CGHL intends to offer approximately an aggregate principal amount of US$20 mln convertible notes due 2013, in a private offering to CMTF Asset Management Limited and its affiliated sophisticated investors, with interest rate equal to HK Prime Rate per annum.

In certain circumstances, the notes will be convertible into the ordinary shares of CGHL, representing 15% of its share capital and voting right, or the common shares of CTDC with a conversion price at US$3.01 per share. CGHL expects to use net proceeds from the offering of the notes for expansion of its manufacturing operations, the solar power plant project, and as working capital.

China Natural Resources (BVI) signs agreement with Coal Mining Group

BVI-registered China Natural Resources has consummated the acquisition of all of the issued and outstanding capital stock of Newhold Investments Limited and its wholly-owned subsidiaries included in the Coal Group, upon the agreement signed with Feishang Group Limited.

Newhold Investments, through its 70% owned operating subsidiary, Guizhou Yongfu Mining Co., Ltd., owns mining rights to Yongsheng Coal Mine, located in Guizhou Province of China Republic. The 20-year mining right permit covering the mine was issued on November 8, 2007, and provides for an annual production capacity of 600,000 metric tons of coal. Construction of the mine, which is anticipated to take about 18 months, will be funded by a combination of bank loans and internal funds.

Mr. Feilie Li, CEO and Chairman of China Natural Resources, said in his comments that upon the completion of the acquisition of Newhold the BVI company intends to continue their coal resources acquisition strategy in Guizhou Province, as well as acquisition of other non-ferrous/iron metal assets.

China XD Plastics to acquire the BVI corporation Favor Sea Limited

China XD Plastics Company Ltd. made an announcement that on December 24, 2008, it acquired all of the outstanding capital stock of the British Virgin Islands corporation Favor Sea Limited. As a result of this acquisition deal, the company will change its name to China XD Plastics Company.
By terms of the announced merger, total authorized shares of common stock of the company will be reduced.

BVI company Favor Sea Limited is a holding company whose only asset, held through a subsidiary, is 100% of the registered capital of Harbin Xinda Macromolecule Material Co., Ltd. - a limited liability company registered in China.

Through its wholly owned subsidiary Harbin Xinda Macromolecule Material Co., Ltd., China XD develops, manufactures, and distributes modified plastics, mainly for the use in automobiles. Xinda was founded in September 2004, and is headquartered in Harbin, Heilongjiang Province, in northeast China. Xinda's specialised plastics are used in the exterior and interior trim and in the functional components of more than 30 automobile brands manufactured in China including Audi, Red Flag, Volkswagen and Mazda. At the current moment, Xinda manufactures approximately 145 types of automobile-specific modified plastic products, 117 of which have been certified for use by one or more of the automobile manufacturers in China. China XD has approximately 39 million shares, trading on the OTC Bulletin Board under the ticker symbol “NBTE”.

Alyst Acquisition Corp. complies with NYSE requirements in terms of agreement with BVI company

A special purpose acquisition company Alyst Acquisition Corp. confirmed that the financial report of its independent registered public accounting firm, Marcus & Kliegman LLP, for the year ended June 30, 2008, contained a going concern qualification since Alyst's certificate of incorporation providing for its mandatory liquidation if it does not consummate a business combination prior to June 29, 2009. Alyst considers it usual and customary for SPACs to receive such qualification in an audit opinion received within 12 months of the proscribed mandatory liquidation date.

Alyst issued a press release in August, 2008, announcing that it signed an agreement and plan of merger to acquire full stock of the British Virgin Islands company China Networks Media Ltd., which owns and is acquiring broadcast television advertising rights in China. As part of the transaction, Alyst proposed to redomesticate to the BVI by means of merging with its wholly-owned subsidiary, China Networks International Holdings, Ltd., which is also a BVI company, immediately prior to consummating its transaction with China Networks.

The richest man in Romania builds a stake in the property investment trust via BVI holding

The specialist property investment trust Fabian Romania accepted an all-cash offer for its entire share issue at a premium of 93.2% over the current price. The offer, which now remains at a large discount to the most recent company estimates on portfolio net asset value, was made by Dinu Patriciu, chief executive of Rompetrol and the richest man in Romania. Patriciu has built a 25.4% stake in the trust via a British Virgin Islands holding company. The trust is small and niche, extremely well-held by blue-chip investors; the offer values the current portfolio of completed and development property at €50.8 million (£47.49 million).

Director of Fabian Romania Mark Holdsworth said that after this deal their shareholders have the opportunity to realise their investment in Fabian Romania for cash at a substantial premium to the prevailing share price, at a time of considerable economic uncertainty.

Strategic Oil & Gas Ltd. acquires full stock of BVI-registered Gabon Kiarsseny

Canadian company Strategic Oil & Gas Ltd. announced that it has entered into an agreement with the purpose to acquire all the shares of a private company whose sole asset is a leased interest in an oil and gas exploration permit off-shore of Gabon. The deal has to be approved by TSX Venture Exchange.

On October 3, 2008, an agreement was signed between Strategic Oil & Gas Ltd. and Greenfields Petroleum International Company Ltd. and African Petroleum Development Limited, registered in the British Virgin Islands, pursuant to which Strategic Oil & Gas Ltd. will issue 25,000,000 common shares at a deemed price of $0.46 per share, in exchange for the full interest of a newly incorporated private British Virgin Islands company Gabon Kiarsseny Marin Ltd., owned by Greenfields Petroleum International Company Ltd.

BVI-registered African Petroleum will have a controlling interest in Strategic Oil, upon receipt of approximately 15,000,000 of the common shares which will be issued pursuant to this transaction.

The only asset of the BVI company Gabon Kiarsseny is a farm out agreement with Tullow Oil Gabon SA, in respect to a 33.25% interest in the farmout lands with Tullow, retaining already possessed 14.25% working interest. The assignment to Gabon Kiarsseny is subject to the approval of the Gabonese government, and subject to the right of the Gabonese government to acquire a 5% working interest in the project, which would reduce all of the working interest partners on a pro rata basis.

Strategic is a junior oil and gas company which has producing properties located in Northeast and Central Alberta. Currently Strategic has a domestic 4 well drill program planned for the next 6 months.

Euro Tech Holdings announces stock repurchase

BVI-registered Euro Tech Holdings Company Limited announced that its Board of Directors has approved a program to repurchase up to 300,000 shares of its issued and outstanding stock by the end of December, 2009.

The repurchase program will allow Euro Tech to buy the stock in the open market, or through negotiated or block transactions from time to time based on market and business conditions over the next 13 months.

T.C. Leung, Chairman and CEO of the BVI company, stated that the Board has a high degree of confidence in Euro Tech's future. He said the Board believes it is an appropriate investment of Euro Tech's excess cash, and that after the repurchase the company will have cash on hand for its day-to-day operations and planned projects.

HK-based Hutchison Group sells its stake in Kasapa Telecom to the BVI company

The HK-based Hutchison Telecom, which is the owner of Kasapa Telecom, has sold its interest in the company to the British Virgin Islands-based holding EGH International Limited, owned by Expresso Telecom Group in Dubai. Hutchison already indicated his intention to sell its shares to EGH Limited, when on January 7, 2008 it entered into an agreement with this BVI company. It is known that the cash price of the stake in Kasapa Telecom made HKD584 mln (USD75 million).

The sale has the form of the sale of Kuwata Limited, which holds the Hutchison's group indirect interests in the Ghana Business. In the annual report of the Hutchison group for the year 2007, it is said that with the conversion to a GSM business in Vietnam, reorganization of the group's operations in Thailand and the impending sale of the operations in Ghana it “has taken positive action to address the most pressing challenges facing the Hutchison Group”.

In 2008 Hutchison plans to invest HK$7 billion in the existing businesses, and seek opportunities to deploy $35 billion cash resources to expand the Group's footprint. The company currently has about 50% of its total assets in cash, and it plans to add 412,000 subscribers to its base in the last quarter taking it to 2,039,000.

The deal with the BVI company is part of a wider move by Hutchison to divest (sell) certain CDMA-based businesses, and concentrate fully on its subsidiaries that are globally operating GSM networks.

Alyst Acquisition Corp. purchases BVI-registered China Networks Media Ltd

In a press release published 2 months ago, a special purpose acquisition company Alyst Acquisition Corp. announced that on August 13, 2008 it signed an agreement and plan of merger to acquire all of the issued and outstanding shares of the British Virgin Islands-registered China Networks Media Ltd. As part of the transaction with the BVI company, Alyst Acquisition Corp. is planning to redomiciliate to the British Virgin Islands by merging with its wholly-owned subsidiary, China Networks International Holdings, Ltd., which is also based in the BVI. The redomiciliation must be done immediately prior to consummating the transaction with China Networks.

The BVI-registered China Networks Media owns and is acquiring broadcast television advertising rights in the People's Republic of China. In connection with the proposed merger with the BVI corporation, Alyst expects to file with the SEC a preliminary proxy statement and registration statement on Form S-4.

BVI corporation's subsidiary acquires Californian eyewear manufacturer

Nasdaq registered FGX International, a subsidiary of British Virgin Islands-registered holding company FGX International Holdings Ltd., announced the purchase of privately held California eyewear manufacturer Dioptics Medical Products Inc. The company was acquired for $35 million in cash, and 952,380 FGX stock shares. FGX expects to save money by combining supply purchase and distribution functions for the two companies.

FGX designs and sells sunglasses, reading glasses and costume jewelry, while the purchased Californian company sells eyewear products for a number of business sectors, including the medical, mass market, sports and professional areas. The BVI-controlled corporation, which was reorganized from Femic Inc., a Providence manufacturer of costume jewelry, received initial public offering last October and now has the steady financial ground. This year the company looks forward to net sales of more than $255 mln, about 6% increase from the previous year, and 15% increase from 2006. FGX sells nearly 70 mln pairs of eyewear annually, under various brands.

Alec Taylor, CEO of FGX, commented that the acquisition of the company will add the new product line complementing the existing product portfolio of the company, accelerating the strategic growth initiatives and strengthening the competitive positions. In a September interview, he also said that he and other FGX executives will look to buy eyewear brands that fit into company's general strategy of offering lower-priced eyewear sold through retailers.

Steve Crellin, who had previously served as executive vice president of sales at FGX, now will be the president of the purchased company.

Everbright signs final agreement to Gottschalks acquisition

Gottschalks Inc., the regional retail chain headquartered in California, on November 21 announced the sign of a definitive agreement for an investment in the amount of up to $30 mln made by the British Virgin Islands-registered corporation Everbright Development Overseas Ltd., providing financial and logistical services for manufacturers and merchants involved in trade between the United States and China.

The deal between the BVI company and Gottschalks, for which the letter of intent was signed in September, includes the transfer to Gottschalks of all of the issued and outstanding capital stock, trademarks, patents and licenses of Everbright Asia Limited, and provides that the Californian retail chain will set up a new wholesale business, from which it will get all profits.

The $30 mln investment by the BVI-registered Everbright is divided into a $15 mln acquisition of newly issued shares of Gottschalks common stock, and a capital call of up to $15 mln “in the form of a capital contribution or loan”, which Everbright may use to increase the retailer's credit facility, to purchase additional shares, and warrants for even more shares. According to the original letter of intent, Everbright had planned to buy $10 mln worth of the new stock, but in the final agreement this amount has been upped.

The additional business opportunities and enhancements under the terms of the definitive agreement will include direct sourcing program established by Gottschalks and Everbright, with a network of international manufacturers. Also, both companies will work together to establish consignment arrangements for specific merchandise categories to be sold in selected Gottschalks stores. Upon completion of the transaction with the BVI company, Gottschalks expects to test the consignment arrangement in select locations starting from the late spring 2009.

China-based Lihua International completes acquisition of BVI company and $15 million private financing

The Chinese company Lihua International, Inc. has announced the completion of a share exchange transaction with Magnify Wealth Enterprise Limited. Under the terms of this transaction Lihua issued 14,025,000 shares of its common stock to Magnify Wealth in exchange for 100% equity interests of Ally Profit Investments Limited - British Virgin islands company having two subsidiaries operating in the PRC.

One of these subsidiaries, Danyang Lihua Electron Co., Ltd., is the leading value-added manufacturer of bimetallic composite conductor wire, located in China. The company sells to distributors in the wire and cable industries and to manufacturers in the consumer electronics, white goods, automotive, utility, telecommunications and specialty cable industries. Another Chinese subsidiary is called Jiangsu Lihua Copper Industry Co., Ltd., will utilize refined copper to manufacture and sell low content oxygen copper cable and copper magnet wire to the existing customers of the first subsidiary, and is planning to begin operations prior to the end of 2008.

Prior to the share exchange, Lihua International was a public reporting shell company with no operations, formed to pursue a business combination through the acquisition of, or merger with, an operating business. Company's common stock is not currently trading, but the company is planning to apply for listing on a national securities exchange. As a result of the share exchange, Lihua International now conducts business in the PRC operating two subsidiaries.

Immediately after the share exchange, Lihua International consummated a private placement of 6,818,182 shares of series A convertible preferred stock and warrants to purchase up to an aggregate of 1,500,000 shares of common stock to accredited investors for gross proceeds of $15 million.

The BVI-registered Ally Profit together with its subsidiaries had consolidated net sales of approximately $24.8 million and consolidated net income of approximately $5.8 million for the six months ended June 30, 2008. For the year ended December 31, 2007, Ally Profit and its subsidiaries had consolidated net sales of approximately $32.7 million, and consolidated net income of approximately $7.7 million. Compared to the 12 months ended December 31, 2006, Ally Profit and its subsidiaries experienced revenue growth of 108% and net income growth of over 71%. If comparing the six month period ended June 30, 2007 to the same period of 2008, the BVI company and its subsidiaries experienced net income growth of over 72%.

Blandings Capital Limited acquires all of the issued and outstanding securities of BVI-registered APVC

TSX-listed capital pool company Blandings Capital Limited announced on October 22 that it had reached an agreement to acquire all the securities of APVC Holdings Pte Ltd., incorporated in the British Virgin Islands and engaged in producing bio-fuel feedstock and biodiesel in the People's Republic of China and other countries in Asian region. The biofuel feedstock derived from the Jatropha plants is not edible, and therefore does not affect the global supply of edible oils and food resources.

With respect to the proposed acquisition of securities, Blandings Capital and the BVI company have entered into a letter of intent on May 13, 2008. Pursuant to this document, the shareholders of the BVI-registered APVC will receive 25,000,000 common shares in the capital of Blandings, in exchange for all the issued and outstanding securities of APVC. The aggregate purchase price for the shares of the BVI company is $5,000,000 – based on the ascribed value for the Blanding's shares of $0.20 per share.

Upon completion of the acquisition, the total number of outstanding common shares of the BVI company will be approximately 47,250,000. About 26% of these shares will be held by the current holders of common shares in the capital of Blandings, about 53% - by the holders of APVC, and about 21% - by investors. So, the acquisition will constitute a “Reverse Take-Over” of Blandings under Exchange Policy 5.2.

Both companies will hold any required meetings of their respective shareholders as quickly as possible, in order to obtain approval for the acquisition, and currently anticipate holding these meetings prior to the end of 2008.

APVC was incorporated on 18 May 2006, its registered office is located in Palm Grove House, P.O. Box 438 Road Town, Tortola, BVI. The company carries on business, and has majority of its assets located in PRC and Singapore.

Chinese-controlled Evergreen Pulp purchased by the BVI company

The Chinese company Lee and Man Paper Manufacturing announced on October 15 that it has sold its two subsidiary companies that owned Evergreen Pulp, to the British Virgin Islands company Worthy Pick Group Limited. The companies will be sold for HK$200 million (about US$26 million) – the amount which is to be transferred in seven payments through March 2010.

According to Evergreen Pulp's CEO David Tsang, the purpose of the deal is to remove debt from Evergreen and get bank financing. Actually, the pulp mill announced a temporary closure to begin this week, and the company laid off 15% of its 215-strong workforce. The remaining employees will return back to work if and when the mill fires up again.

The mill has invested more than $40 million in improvements into the plant since purchasing it, and was profitable for most of the time it operated under Evergreen. But as the pulp market tanked, the mill began to accumulate debts. By words of Tsang, the only way for Evergreen to pay those bills was to be divested from the Chinese company which had difficulties with getting credit. This was done by passing the company under control of Worthy Pick Group Ltd., listed as incorporated in the BVI on January 10, 2008, and engaged in the paper manufacturing business.