Joint-venture entity to be registered in BVI by China-based and Australian companies

Sino-Global Shipping America, Ltd., a non-state-owned provider of shipping agency services operating primarily in China, announced that it has signed a joint-venture agreement with Australian company Rocklands Richfield Limited (RCI). The agreement is to provide Sino-Global new opportunities to serve coal-carrying ships from Australia to China, and to allow Rockland Richfield to leverage Sino-Global's established non-state-owned shipping agency services network in China, to distribute goods domestically.

The proposed joint-venture company will be structured as a British Virgin Islands company, and each of the partner companies will own 50% of it. The BVI entity will serve as a shipping operator for cargo ships carrying imported goods to China. Both RCI and Sino-Global have agreed to contribute US$250,000 as needed to operate the company and support its business development activities.

The joint venture was funded by Sino-Global's internal cash position. The transaction has been approved by the board of directors of Sino-Global, and is expected to close in March 2009.

The main businesses of RCI are coal exploration in Queensland, Australia and coke processing in China. In China, RCI's fully controlled subsidiary Coke & Chemicals processes coking coal and other by-products, with total revenues of approximately AU$100 mln in year 2008. Sino-Global Shipping America, Ltd. was registered in the United States in 2001, and is operating primarily in Mainland China, having local branches in six of China's 76 ports, and contractual arrangements in all those where it does not have branch offices.

BVI-registered RAK Real Estate Ltd. to acquire Kuwait-based business

RAK Real Estate Ltd., a company registered in the British Virgin Islands and having office in Dubai, UAE, has announced that it has entered into a conditional agreement for the acquisition of the entire beneficial interest in RAFCO business, which is part of Rafco International Real Estate Company K.S.C.C., of Kuwait City, Kuwait. The total amount payable for this acquisition is US$927,129,210. This consideration will be satisfied by the issue of new shares at a price of US$5.00 each, and totaling amount of 185,425,842 shares.

In addition, a Kuwait based institution has conditionally agreed upon admission to acquire from the principal shareholder, Rafed A.M. Al Khorafi, a total amount of 18,357,158 shares representing approximately 9.9% of the Enlarged Share Capital, at a price per share of $5.00. Total amount of this transaction will to make $91,785,790.00.

Speaking on behalf of the board of directors, the chairman Ahmed Al Omani said that the proposed acquisition represents an important opportunity for the company to strengthen its growth prospects and accordingly enhance shareholder value.

The British Virgin Islands-based RAK Real Estate Ltd. floated on PLUS as an investing company in August 2008, and consists primarily of Kuwaiti shareholders.

Egyptian, BVI and UAE investors offer to buy Alexandria Medical Services

The Egyptian investor has made an offer to medical equipment firm Alexandria Medical Services with purpose to buy it for 102.9 mln Egyptian pounds, meaning that all the 1.4 million shares of the firm will be bought at a price of 73.5 pounds per share.

This is the highest bid for the company, earlier this month an Indian investor who runs healthcare business in the United Arab Emirates offered to buy Alexandria Medical Services for 100.8 mln pounds , or 72 pounds per share. Also, the previous offer of 100 percent takeover made by the British Virgin Islands-based company Short Hills Development was 65 pounds a share.

The current offer of the investor, who is the chairman of the board of Egyptian pesticide firm Agrochem, also based in Alexandria, brought the number of offers for the medical firm to three.

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.