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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.
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.
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.
SOURCE Greater China Capital Inc.
For further information: For further information: 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