VANCOUVER, Sept. 5, 2012 /CNW/ - Chung Yan Lee, with an address at
Rm.1913 Huihua Commercial & Trade building, 80 Xianliezhong Road,
Yuexiu District, Guangzhou, Guangdong, People's Republic of China,
filed an early warning report dated September 4, 2012 advising of his
direct holding in CINS Holding Corp. (the "Issuer") through Common
Share and Special Warrants.
Pursuant to an acquisition by the Issuer of all the shares of CINS
Holding Limited ("CINS") on August 31, 2012, Mr. Chung Yan Lee acquired
direct ownership of 10,065,286 Common Shares of the Issuer
(representing approximately 47.06% of the issued and outstanding shares
of the Issuer) and 41,288,212 Special Warrants of the Issuer
(representing approximately 58.02% of the fully diluted shares of the
Issuer). The 10,065,286 Common Shares were issued from treasury and
acquired by Mr. Lee pursuant to a share purchase agreement entered
between the Issuer and CINS and the shareholders of CINS. Under the
share purchase agreement, Mr. Lee exchanged his shares in CINS for
10,065,286 Common Shares and 41,288,212 Special Warrants of the
Issuer. Both the Common Shares and Special Warrants owned by Mr. Lee
are held in escrow.
Each Special Warrant entitles Mr. Lee to receive, on exercise or deemed
exercise and without payment of further consideration, one Common Share
of the Issuer. The Special Warrants may not be exercised until, and
will be deemed to be exercised wholly or partially from time to time
on, the date(s) on which all of the following conditions have been
the Issuer has raised additional equity financing following the closing
date of not less than $0.065 per Special Warrant exercised or deemed to
be exercised; and
the Issuer has received confirmation from the Canadian National Stock
Exchange ("CNSX") that the CNSX has received evidence satisfactory to
the CNSX that on exercise or deemed exercise of the Special Warrants,
the public float will still constitute at least 10% of the total issued
and outstanding Common Shares;
provided that any Special Warrants not exercised or deemed to be
exercised on or before the third anniversary of the listing of the
Issuer's Common Shares on the CNSX will be deemed to be cancelled and
no longer exercisable.
The Common Shares issued under the securities exchange were exempted
from Canadian securities legislation under the exemption set out in BC
Instrument 72-503 - Distribution of Securities Outside British Columbia
because Mr. Lee is not a resident in British Columbia.
Mr. Lee owns his common shares and special warrants in the Issuer for
holding purposes, and he reserves the right to formulate other plans or
make other proposals, and take such actions with respect to his
holding. Mr. Lee may at any time reconsider and change his plans or
proposals relating to the foregoing.
This press release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting
Issues, which also requires a report to be filed with regulatory authorities
in each of the jurisdictions containing additional information with
respect to the foregoing matters (the "Early Warning Report"). A copy
of the Early Warning Report will appear on the SEDAR website at
"Chung Yan Lee"
CHUNG YAN LEE
Neither the TSX Venture Exchange nor the Canadian National Stock
Exchange has reviewed and accepts responsibility for the adequacy or
accuracy of this press release.
SOURCE: CINS Holding Corp.
For further information:
Sam Wang, CEO, CFO, President
CINS Holding Corp.
Tel.: (604) 773-1339