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 met:
|(a)||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|
|(b)||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 www.sedar.com.
"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