EastBridge Investment Group completes reverse merger with BVI corporation

EastBridge Investment Group Corporation (EBIG) announced that on February 6 EBIG and Cellular Biomedicine Group (CBMG), which is incorporated in the British Virgin Islands, signed all the documents and filed the Articles of Merger with the Registry of Corporate Affairs of the British Virgin Islands, with respect to the consummation of merger of CBMG with CBMG Acquisition Limited, another BVI company and a wholly-owned subsidiary of EBIG.

The merged entity is the wholly-owned subsidiary of EBIG, which continues operations under its name, and it common stock continues to be quoted under stock symbol EBIGD.

Cellular Biomedicine Group, Ltd. is focused on developing cell therapies for the treatment of cancer and degenerative diseases. Company’s scientists make cellular research, currently developing biomedicine based on tissue-derived progenitor cells, embryonic stem (ES) cells and cancer-specific dendritic cells.

EastBridge Investment Group focuses on high-growth companies in Asia and in the United States, offering assistance with all aspects of IPOs, joint ventures and merchant banking services, targeting industries in the fields of electronics, real estate, auto, metal, energy, environmental, bioscience and retail food distribution.

FracRock announced strategic JV with US oilfield service company

FracRock International, Inc., a privately held oilfield service and technology company registered in the British Virgin Islands, signed an agreement with Manek Energy LLC, an oilfield service company based in Texas.

By the terms of this agreement, Manek Energy will contribute new 40,500 horsepower hydraulic frac equipment package and a fully trained, experienced hydraulic fracturing team to FracRock, in exchange for an interest free note, which will be automatically convertible into shares of FracRock upon the occurrence of certain events. The owners of the Texas company will also be entitled to FracRock Board representation. 

Under the terms of the previously announced Memorandum of Understanding (MOU), the BVI company will provide its unique eco-friendly methodologies to assist operators in developing the Vaca Muerta shale play in Argentina in an environmentally responsible manner.

The agreement is conditioned upon the completion of a definitive agreement. The transaction is expected to be closed within 60 days.

FracRock's Chief Executive Officer, J. Christopher Boswell, said in his comments: "This agreement is an important step in the evolution of our Company. We visited with many North American based, pressure-pumping companies and the team at Manek stood out as the best partner for FracRock. They're very knowledgeable, experienced and dedicated to generating results for their clients. The owners of Manek also own and operate a successful E&P company, Richland Resources, and have expressed a willingness to share their valuable experience at drilling and completing economical shale wells in North America."

Focus Graphite and Lara Exploration signed agreement on BVI-owned graphite project

An emerging mining development company Focus Graphite Inc. signed Definitive Option Agreement with Lara Exploration Ltd. The agreement regards Caninde graphite project located in North-Eastern Brazil, and owned by Lara Exploration, through its wholly-owned BVI subsidiaries Lara (BVI) Ltd. and Pan Brazilian (BVI) Ltd.

Under the terms of the agreement, Lara Exploration, through the above named BVI companies, which collectively own 100% of the mineral rights to the Caninde property, has granted two separate options to Focus Graphite to acquire total 60% undivided interest in the Property, subject to an Underlying Royalty to a third party on 11 Exploration Licenses, in consideration of a staged expenditure commitment over 5 years, the issuance of 500,000 common shares of Focus to Lara and the reimbursement of Lara for certain claim acquisition costs.

Under the First Option, Focus can earn a 51% interest in the Caninde property by paying R$30,000 to a third party for claim acquisition costs on or before the date of this Agreement; issuing 500,000 common shares to Lara, and; carrying out exploration on the Property totalling $2.5 million by the third anniversary of the Agreement. Under the Second Option, Focus can earn an additional 9% interest in the property by carrying out additional exploration work and by completing a positive Preliminary Economic Assessment, for a total expenditure of at least $4.5 million by the fifth anniversary of the Agreement.

If Focus does not exercise the Second Option, Lara and Focus will enter into Joint Venture with Focus holding 51% interest and Lara holding 49% interest in the Property. If Focus exercises the Second Option, Lara and Focus will enter into JV with Focus holding 60% interest and Lara holding 40%. After the execution of the Joint Venture Agreement, both companies will proportionately fund the exploration program and the party holding majority interest will be deemed the operator of the Joint Venture. Throughout the duration of the agreement, Focus will act as the Operator of the program.

Polo Resources Ltd acquires shares in Signet Petroleum

Polo Resources Limited, an international coal mining and exploration group, incorporated in the British Virgin Islands, announced in December 2012 that it had made an offer to certain holders of shares and options of Signet Petroleum Ltd. to acquire their shares in Signet in return for 40 new shares in the capital of the BVI company for each Signet share acquired.

The Board of Directors approved nine unconditional acceptances from Signet shareholders who are collectively interested in 9,203,571 shares of Signet. Also, the company has approved the issue of 368,142,840 Consideration Shares to the Signet Shareholders who accepted the offer.

Polo currently holds an option to subscribe for a for a further 2.225 million shares each at an exercise price of US$1.25 and a two year warrant over 1,428,572 new Signet Shares at an exercise price of US$3.50 per share (or an adjusted price of US$0.50 per share less than the price of any new shares issued by Signet at a price lower than US$3.50. On exercise of the Signet Option and the warrant Polo will be interested in 21,516,665 Signet Shares, comprising 52.9 per cent of the issued shares of Signet.

After the first announcement, the BVI company informed that two further shareholders of Signet Petroleum Ltd have requested that their shares be acquired by Polo on the same terms as the offer to shareholders of Signet and that this request has been approved by the Board of Directors of the company. On completion of the acquisition, Polo Resources Ltd shall hold 17,863,093 Signet Shares thereby resulting in the Company owning 48.21 per cent of Signet’s issued shares.

Chinese real estate company merges with BVI-registered Brilliant Strategy Limited

In the end of the year 2012, SYSWIN Inc., which is a leading primary real estate service provider in China, entered into an agreement and plan of merger with Brilliant Strategy Limited, a British Virgin Islands-incorporated business company with limited liability, and its wholly-owned subsidiary Brilliant Acquisition Limited, an exempted company with limited liability, domiciled in the Cayman Islands.

The whole owner of the BVI company is Mr. Liangsheng Chen, Chief Executive Officer, President and a director of SYSWIN Inc. Brilliant Strategy Limited beneficially owns approximately 59.89% of Chinese company’s shares, and has an intention to finance the merger and other transactions contemplated by the Merger Agreement through a combination of cash contribution by Mr. Liangsheng Chen and cash in the Company and its subsidiaries.

Under the terms of the Merger Agreement, Brilliant Acquisition Limited will be merged with and into SYSWIN Inc., which will survive the merger and become a wholly-owned subsidiary of BVI-registered Brilliant Strategy Limited. Concurrently with the execution of the Merger Agreement, Mr. Liangsheng Chen issued a limited guaranty in favour of SYSWIN Inc., to guarantee the payment of the US$2,000,000 termination fee and reimbursement of expenses that may become payable to SYSWIN by the BVI company pursuant to the Merger Agreement, and an equity commitment letter committing to invest in Parent an amount equal to $15,500,000 to fund the merger.

The Merger Agreement was approved by the company’s Board of Directors. The transaction is currently expected to close about the end of the first quarter of 2013. If completed, the merger will result in SYSWIN becoming a privately-held company, and its shares will be delisted from the NYSE.

BVI company to acquire NFC Data Inc.

Play LA Inc., publicly traded internet advertising and publishing company to the online and mobile gaming industry, incorporated in the British Virgin Islands, announced that it has entered into a Share Purchase Agreement with NFC Data Inc., the company that develops solutions and technologies using Near Field Communications (NFC). The transaction between the companies has the purpose of BVI company to exchange its shares and acquire the business and assets of NFC Data Inc. Play LA Inc. expects the acquisition transaction to close in the beginning of 2013.

NFC Data Inc. develops platform to enable the use of NFC, which is a standardized technology currently used worldwide for entry access, gaming, phone-to-phone data transfer, payment processing and interactive marketing, in high margin environments, such as toys, advertising, promotions, gaming and payments.

Yucheng Technologies announced meeting of shareholders to discuss merger transaction

Yucheng Technologies Limited, the British Virgin Islands company providing IT solutions to the financial services industry in China, has called an extraordinary general meeting of shareholders to be held on December 27, 2012, at Beijing Global Trade Center.

The purpose of the meeting is to consider and vote upon the proposal to approve the previously announced agreement and plan of merger dated August 13, 2012 between Yucheng Technologies, New Sihitech Limited, a British Virgin Islands business company wholly owned by Mr. Weidong Hong, chairman of the board of directors and chief executive officer of Yucheng Technologies, and New Sihitech Acquisition Limited, another BVI business company wholly owned by New Sihitech Limited.

Under the terms of the Merger Agreement, New Sihitech Acquisition Limited will be merged with and into Yucheng Technologies, which will continue as the surviving company after the merger. If completed, the proposed merger would result in Yucheng becoming a privately held company, and its shares will be delisted from NASDAQ.

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.

Ferro Iron Ore Corp. signed agreements with BVI companies for reverse takeover

Last week, Ferro Iron Ore Corp. signed a definitive agreement with the shareholders of Continent Treasure Limited, a company incorporated under the British Virgin Islands law, to effect a business combination between Ferro Iron Ore and the BVI company and to receive a 77.5% interest in Mongolian exploration license No. 14491X, covering 6,092.45 hectares of exploration area in North Central Mongolia.

Also, Ferro Iron Ore reached a definitive agreement to get the remaining 22.5% interest in the Exploration License through a business combination with another BVI-registered entity, Blue Eagle Trading Limited.

Continent Treasure Limited holds a 77.5% shareholding interest in Accuracy Trade Limited, a British Virgin Islands company that owns 100% of Khandgait Mining LLC, a Mongolian legal entity, which, in turn, owns 100% of Khandgait Gol LLC, a Mongolian legal entity that holds the Exploration License. The remaining 22.5% shareholding interest in ATL is owned by Blue Eagle, also a British Virgin Islands company. The principal shareholders of Continent Treasure Limited are Infinity Eagle Limited, Treasure Carriage Limited, Barlow Lake Limited, and Oceanward Limited, all of which are British Virgin Islands companies.

Under the TSX Venture Exchange Policy, the proposed business combinations will represent a reverse takeover for Ferro Iron Ore and are considered arm's length transactions.

Pursuant to the terms of these business combinations, Ferro Iron Ore will pay $250,000 cash and issue a number of common shares, which will result in a change of control of the company. Also, the Company intends to complete an equity financing to raise approximately $2.85 million. The financing is expected to be completed by issuing approximately 11,400,000 common shares at a price of $0.25 per share. It will also issue 2,100,000 common shares as a finder's fee in connection with the Proposed Business Combinations.

Following the proposed business transactions and the financing, the shareholders of CTL, Blue Eagle, and parties related to the shareholders of CTL who participate in the Financing will own approximately 68.3% of issued and outstanding common shares.

Hallwood Group received acquisition proposal from its BVI-based shareholder

The Hallwood Group Incorporated, based in Delaware, announced that it received a proposal from Hallwood Financial Limited, a company domiciled in the British Virgin Islands, to acquire all of the outstanding shares of common stock of the Group, not beneficially owned by Hallwood Financial, at US$10.00 per share.

Hallwood Financial Limited owns 65.7% of the outstanding shares of the Hallwood Group Incorporated, and is controlled by the company’s Chief Executive Officer.

A special committee, consisting of Hallwood Group’s independent directors, was formed to consider and negotiate the proposal and to make a recommendation to the full Board of Directors. The special committee is empowered to retain its own independent legal and financial advisors to assist in its review and negotiation of the proposed transaction.

Pansoft completes merger with BVI companies

In the end of October, BVI-registered Pansoft Company Limited filed its merger agreement and the related board resolutions with the Corporate Registry of British Virgin Islands, to complete the merger with other BVI companies Timesway Group Limited and its direct wholly-owned subsidiary Genius Choice Capital Limited. The agreement and the plan of merger were approved by the shareholders of Pansoft Limited, at the extraordinary meeting held on September 26, 2012.

The merger will become effective upon the completion of the merger registration with the BVI Corporate Registry, which should be confirmed during a week. After merger, Pansoft intends to commence the payment of merger considerations to its stockholders.

As a part of the merger registration process with the BVI Corporate Registry, independent directors of the Board of Directors of Pansoft were required to resign. Their resignations were accepted, being effective as of October 23,2012.

BVI company entered into merger agreement with China Growth Equity Investment Ltd.

China Growth Equity Investment Ltd., a special purpose acquisition company registered as Cayman Islands exempt company and listed on the Nasdaq, entered into a definitive merger agreement with China Dredging Group Co., Ltd - a limited liability company, registered in the British Virgin Islands and based in China, and with Fujian Provincial Pingtan County Ocean Fishing Group Co., Ltd. By terms of the agreement, China Growth is to merge with China Dredging Group, and to acquire Pingtan Fishing. 

The combined entity will be renamed into Pingtan Marine Enterprise Ltd. Upon completion of the merger and the acquisition, the founder, Chairman and controlling shareholder of China Dreedging Group and Pingtan Fishing, Xinrong Zhuo, will become the chairman of the merged company.

China Dredging Group is a BVI holding company, focused on providing dredging services in China through its Chinese subsidiary. Pingtan Fishing is a rapidly growing fishing company, providing quality seafood in China.

Upon completion of the transaction, China Growth shareholders will own approximately 7.75% of the outstanding ordinary shares of the combined company. After the closing, China Growth will have approximately 78,962,376 ordinary shares outstanding, valuing the company at approximately $783 million. 

The business combination is subject to the approval of shareholders of China Growth Equity, and is expected to be completed in the first quarter of 2013.

Xuesong Song, China Growth's board chairman, said in his comments on the transaction: "CGEI's combination with CDGC and Pingtan Fishing is the culmination of our search for a successful company with a proven track record of profitability and attractive growth prospects… We believe that CDGC's highly profitable dredging business represents a unique opportunity as one of the largest dredging providers in China. Pingtan Fishing provides the combined company with a strong and fast growing platform in a fragmented industry."

Gushan Environmental Energy announced completion of Merger with BVI company

Gushan Environmental Energy Limited, the Chinese company manufacturing copper products and biodiesel, announced the completion of the merger with Trillion Energy Holdings Limited, a company limited by shares and incorporated under the law of the British Virgin Islands, the Cayman Islands exempted company Trillion Energy Investments Holdings Limited, wholly owned by the BVI company, and Mr. Jianqiu Yu, Chairman and Principal Executive Officer of Gushan. The completed merger is in accordance with previously announced agreement and plan of merger between the above named parties, which was signed in June, 2012, amended in September, 2012, and approved by Gushan’s shareholders at an extraordinary general meeting of shareholders on October 15, 2012.

Under the terms of the Merger Agreement, each ordinary share of the Chinese company issued and outstanding prior to the effective time of the merger, with some exceptions, has been cancelled in exchange for the  right to receive US$0.165 per share and each American depositary share (ADS), each representing 10 shares, represents the right to receive US$1.65 per ADS, in each case, in cash without interest and net of any applicable withholding taxes.

Registered holders of shares and American depositary shares will receive a letter of transmittal and instructions on how to surrender their certificates in exchange for the merger consideration. Gushan also requested that trading of its ADSs on the New York Stock Exchange ("NYSE") be suspended, the ADS being delisted and company’s registered securities being deregistered.

As a result of the merger, Gushan became a wholly owned subsidiary of BVI-incorporated Trillion Energy Holdings Limited.

Pansoft shareholders on a special meeting approve merger agreement

British Virgin Islands-registered Pansoft Company Limited announced the completion of extraordinary meeting of stockholders for the fiscal year ended June 30, 2012, during which the adoption of the agreement and plan of merger was voted and approved, as well as the transactions contemplated by the merger agreement, including the merger. The merger agreement was signed in May, 2012, by Pansoft and two other BVI companies – Timesway Group Limited and its direct wholly-owned subsidiary Genius Choice Capital Limited.

During this Special Meeting, 72.08% of the total outstanding shares of Pansoft exercised their voting rights. Of the voted shares, 3,915,156 voted ‘For’ (99.88%), while 4,551 (0.12%) voted ‘Against’ the above merger proposal. As a result, the Special Committee and Board of Directors of Pansoft have declared that the agreement of merger is adopted.

After this merger, Pansoft becomes privately held company, and its shares will no longer be listed on the NASDAQ Capital Market. Public shareholders of the BVI company will receive cash payments in the amount of US$4.15 per share in return for their shares.