Greater China Capital Inc. announces proposed qualifying transaction with Tiandi (Hong Kong) Energy Technology Co., Limited
21 7월 2010 - 3:24AM
PR Newswire (Canada)
TORONTO, July 20 /CNW/ -- /THIS PRESS RELEASE, REQUIRED BY
APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ TSX VENTURE
EXCHANGE: GCA.P TORONTO, July 20 /CNW/ - Greater China Capital Inc.
("Greater China") (TSX-V: GCA.P), a capital pool company listed on
the TSX Venture Exchange (the "Exchange"), is pleased to announce
that it has entered into a letter of intent dated July 5, 2010 with
Tiandi (Hong Kong) Energy Technology Co., Limited ("TET"), which
sets out the principal terms and conditions pursuant to which it is
intended that Greater China will acquire TET (the "Proposed
Transaction"). The Proposed Transaction is intended to be the
Qualifying Transaction of Greater China pursuant to Policy 2.4 of
the Exchange. It is expected that the combined entity after
completion of the Proposed Transaction (the "Resulting Issuer"),
will qualify as a Technology/Industrial Issuer pursuant to the
policies of the Exchange. The Proposed Transaction will not be a
Non-Arm's Length Qualifying Transaction (as that term is defined in
Policy 2.4). It is intended that the Proposed Transaction shall
take place by way of a share exchange. ABOUT TIANDI (HONG KONG)
ENERGY TECHNOLOGY CO., LIMITED TET is a private company
incorporated under the laws of Hong Kong. Mr. Jianmin Chen, a
Chinese resident, is the only controlling shareholder of TET and
owns 75% equity interest of TET. TET has a wholly owned subsidiary
Zhejiang EGE Battery Manufacture Co. Ltd. ("EGE"), a private
company incorporated under the laws of People's Republic of China.
EGE is ISO9001: 2000 certified and operates as a lead crystal
batteries R&D and manufacturing company in Huzhou City,
Zhejiang Province. TET possesses a unique proprietary technology
and owns five lead crystal battery manufacturing related patents in
China. The company's total assets as of May 31, 2010 was RMB
91,329,720 (approximately CAD$15 million) and the revenue for the
year ended May 31, 2010 was $61,316,349 (approximately CAD$10
million) in accordance with the unaudited financial statements.
Management believes that TET has a significant potential for growth
with the prospect of continuing to expand its sales in China and
worldwide. THE PROPOSED QUALIFYING TRANSACTION Consolidation of
Greater China Prior to the completion of the Proposed Transaction,
Greater China will amend its articles of incorporation to effect
the consolidation of its common shares (the "Consolidation") such
that each six (6) pre-Consolidation common shares of Greater China
will become one (1) post-Consolidation common share of Greater
China such that there will be issued and outstanding 1,493,373
Greater China common shares on a fully diluted basis. 568,819
common shares reserved for issuance upon the exercise of options
granted to Portfolio Strategies Securities Inc. and 896,023 common
shares reserved for issuance upon the exercise of stock options
will be subject to the same Consolidation ratio. Proposed
Transaction Greater China will issue 25,000,000 Greater China
common shares to TET in exchange for 100% of the issued and
outstanding shares of TET by way of a share exchange. The Proposed
Transaction will represent a reverse takeover of Greater China by
TET. The completion of the Proposed Transaction is subject to the
approval of the Exchange and all other necessary approvals. The
completion of the Proposed Transaction is also subject to certain
other additional conditions precedent, including, but not limited
to: (i) the entering into of a definitive agreement by Greater
China and TET (the "Definitive Agreement") on or before August 15,
2010; (ii) completion of satisfactory due diligence by each of
Greater China and TET; (iii) the approval of the Proposed
Transaction by each of Greater China and TET's respective board of
directors; (iv) the receipt of all required approvals of the
shareholders of Greater China and TET, including the receipt of the
approval of Greater China's shareholders for the Consolidation, as
well as the approval of the proposed name change to "EGE Battery
Corp." or such other name as the parties may reasonably agree upon;
(v) the absence of any material change or change in a material fact
which might reasonably be expected to have a material adverse
effect on the financial and operational conditions or the assets of
each of the parties to the Definitive Agreement; (vi) the
engagement of a registered securities dealer on a best efforts
basis and the completion by Greater China of a public offering of
common shares and convertible debentures for gross proceeds of a
minimum of $9,000,000 financing ("Financing"); and (vii) certain
other conditions typical in a transaction of this nature.
Additional information about the Financing will be provided in an
updated press release as soon as the terms of the Financing are
determined. Capitalization of the Resulting Issuer Following the
completion of the Proposed Transaction, approximately 33,960,235
Greater China common shares plus any common shares issued pursuant
to the Financing are anticipated to be issued and outstanding. In
addition, convertible debentures may be issued pursuant to the
Financing. DIRECTORS AND SENIOR MANAGEMENT OF THE RESULTING ISSUER
Mr. Jianmin Chen, Chairman and President Mr. Chen has been the
founder, Chairman and CEO of TET and EGE. EGE manufactures patented
lead crystal products and owns five Lead Crystal Battery
Manufacturing related Patents in China. From December 1997 to March
2004, Mr. Chen successfully founded and managed Huzhou Xingli
Computer Co. and Zhejiang Shalusuen Computer System Engineering Co.
Mr. Chen holds a Bachelor of Arts majoring in philosophy from
Zhejiang Normal University. Mr. Chen is a Chinese resident. Mr.
Changlin Qin, Chief Executive Officer, Director Mr. Qin is the
Chief Executive Officer, Chief Financial Officer and a Director of
Greater China. Since 2007, Mr. Qin has been the president of Foret
Capital Inc., a financing consulting company. From 1995 to 2007,
Mr. Qin was a co-founder, CEO and Chairman of the board of JITE
Technologies Inc. (TSXV: JTI) ("JITE"). Mr. Qin co-founded JITE in
1995 in Shenzhen, China. In 2006, JITE was listed on the Exchange.
Mr. Qin holds an MBA from Queen's University. Mr. Qin is a Canadian
resident. Mr. Zhenhua Li, Chief Operating Officer, Director Mr. Li
has been a director of legal affairs with China Petroleum Zhejiang
Crude Oil Co. since 1998. Mr. Li has also worked as Vice General
Manager of Zhejiang EGE Battery Manufacture Co., a wholly owned
subsidiary of TET since March 2004. Mr. Li holds a Master of Arts
majoring in philosophy from Beijing University and Bachelor of Arts
majoring in philosophy from Zhejiang Normal University. Mr. Li is a
Chinese resident. Mr. Paul Lin, Director Dr. Lin is a director of
Greater China. He has been a consultant with Fundex Investments
Inc., a financial advisory firm, since 2000. Dr. Lin has also been
a director and the CEO of Onsino Capital Inc. (TSXV: OS.H), a CPC,
since October 2007. Dr. Lin was Director and Chief Financial
Officer of McVicar Minerals Ltd. (TSXV) from 2000 to 2003. In 2003,
Hanfeng Evergreen Inc. (TSX: HF) completed its reverse take-over
with McVicar Minerals Ltd. Dr. Lin subsequently served as a
Director and Chief Financial Officer of a newly created
corporation, McVicar Resources Inc. (TSXV: MCV), between 2004 and
2007. Dr. Lin obtained his Ph.D. in system analysis from the
University of Toronto in 1995. Dr. Lin is a Canadian resident. Mr.
William Thomson, Director Mr. William Thomson is a director of
Greater China. He is the President of Thomson Associates Inc., of
Toronto, Ontario, and London, England, a company that he founded in
1978. Thomson Associates Inc. is a merchant banking company
providing corporate finance expertise and management leadership to
businesses. Mr. Thomson currently serves on the board of directors
for the following public companies: Score Media Inc. (TSX: SCR),
China Automotive Systems Inc. (Nasdaq: CAAS), Asia Bio-Chem Group
Inc. (TSXV: ABC), and China Armco Metals Inc. (OTCBB: CNAM). During
the past five years, Mr. Thomson served as a past director of Open
EC Technologies OCE: TSXV), Industrial Minerals Inc. (OTCBB: IDSM),
JITE Technologies Inc. (TSXV-JTI) and YTW Weslea Growth Capital
Corporation (now Broadband Leaning Corporation (TSXV: BLC). Mr.
Thomson is a chartered accountant and holds a bachelor's degree in
commerce from Dalhousie University in Halifax, Nova Scotia. Mr.
Thomson is a Canadian resident. READER ADVISORY Completion of the
Proposed Transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance, and, if
applicable pursuant to Exchange Requirements, majority of the
minority shareholder approval. Where applicable, the Proposed
Transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the Proposed Transaction
will be completed as proposed or at all. Investors are cautioned
that, except as disclosed in the information circular, filing
statement or prospectus to be prepared in connection with the
Proposed Transaction, any information released or received with
respect to the Proposed Transaction may not be accurate or complete
and should not be relied upon. Trading in the securities of a
capital pool company should be considered highly speculative. The
TSX Venture Exchange Inc. has in no way passed upon the merits of
the Proposed Transaction and has neither approved nor disapproved
the contents of this press release. All information contained in
this news release with respect to Greater China and TET was
supplied by Greater China and TET, respectively, for inclusion
herein, and Greater China and its directors and officers have
relied on TET for any information concerning them. Statements in
this press release may contain forward-looking information. Any
statements that are contained in this press release that are not
statements of historical fact may be deemed to be forward looking
statements. Forward-looking statements are often identified by
terms such as "may", "should", "anticipate", "expects" and similar
expressions. Forward-looking information in this press release
includes terms and conditions of the Qualifying Transaction, the
Financing and associated transactions. The reader is cautioned that
assumptions used in the preparation of any forward-looking
information may prove to be incorrect. Events or circumstances may
cause actual results to differ materially from those predicted, as
a result of numerous known and unknown risks, uncertainties, and
other factors, many of which are beyond the control of Greater
China. The reader is cautioned not to place undue reliance on any
forward-looking information. Such information, although considered
reasonable by management at the time of preparation, may prove to
be incorrect and actual results may differ materially from those
anticipated. Forward-looking statements contained in this press
release are expressly qualified by this cautionary statement. The
forward-looking statements contained in this press release are made
as of the date of this press release, and Greater China does not
undertake any obligation to update publicly or to revise any of the
included forward-looking statements, whether as a result of new
information, future events or otherwise, except as expressly
required by securities law. THIS PRESS RELEASE, REQUIRED BY
APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL
ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES. THESE
SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.
Greater China Capital Inc., Charles Qin, President, Chief Executive
Officer and Chief Financial Officer, Telephone: (905) 604-2351,
Facsimile: (905) 604-2391; Tiandi (Hong Kong) Energy Technology
Co., Limited, Jianmin Chen, President, Telephone: 86-0572-2635136,
Facsimile: 86-0572-3827978
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