Genius World Investments Limited announces proposed qualifying transaction with Nanjing Huade Storage Equipment Manufacturing Co., Ltd.


    RICHMOND, BC, April 17 /CNW/ - Genius World Investments Limited (TSXV:
GNW.P) (the "Corporation") is pleased to announce that it has entered into a
Letter of Intent ("LOI") effective March 24, 2009 with Nanjing Huade Storage
Equipment Manufacturing Co., Ltd. ("Huade"), to purchase all of the issued
securities of Huade (the "Acquisition").
    The Acquisition, if completed, will constitute the Corporation's
Qualifying Transaction ("QT") under TSX Venture Exchange Inc. (the "Exchange")
Policy 2.4. Huade and all of its shareholders are at arm's length to the
Corporation, as such, the Corporation anticipates that the Acquisition will
not be subject to approval of the shareholders of the Corporation.


    The following is a summary of Huade's existing business.
    Huade was incorporated on January 16, 1998 under the laws of the People's
Republic of China ("PRC") and is headquartered in Nanjing, Jiangsu Province in
PRC. Huade is controlled by Hang Lok Decoration Engineering & Trading Company
("Hang Lok"), a company based in Hong Kong and a 75% shareholder of Huade, and
Nanjing Huade Shelf Co., Ltd. ("Huade Shelf"), a company based in PRC and a
25% shareholder of Huade.
    Huade manufactures and sells multifunctional racking systems. Since
incorporation, Huade's business has grown steadily. Huade implemented the
automated welding system in 2000 which helped to ramp up production capacity
and improved quality. Huade received ISO9001: 2000 certification for its
quality management in 2002 and obtained ISO 14004: 2004 certification for its
environment management system in 2006. Due to consistent reliable quality and
customer satisfaction, Huade's export business has grown considerably with
approximately 70% of its revenue generated from exports in 2008. Huade has
been one of the leading pioneers in the racking industry in China. Currently
Huade has over 20 independent distributors and agents throughout China and 7
independent agents in Europe, America and Japan.
    Nanjing Huade Logistics Equipment Manufacture Co., Ltd. ("Huade
Logistics") was incorporated on July 24, 2007. Shareholders include Huade,
Hang Lok, a strategic distributor in France, and other individuals. Huade
Logistics will be focusing on the research and development of advanced
automated storage and retrieval systems (AS/RS).
    Phase one construction of a 23,000 square metre plant has been completed
in Jiangning Science Park in Nanjing, China. Phase two construction that
includes a 13,676 square metre plant and a 5,811 square metre office building
will commence soon. With the new facilities, Huade and Huade Logistics will
have an aggregate production capacity of 5,000 tons per month, a 100% increase
from existing capacity of 2,500 tons per month.

    Selected Financial Statement Information

    The following table presents selected financial information stated in
Chinese RMB on the financial condition and results of operations for Huade.
Such information is derived from the unaudited financial statements of Huade
for the years ended December 31, 2008 and December 31, 2007. The unaudited
financial statements were prepared in accordance with PRC generally accepted
accounting principles.

                                    December 31, 2008       December 31, 2007
    Balance Sheets                      Unaudited               Unaudited
                                          (RMB)                   (RMB)
    Current Assets                  Yuan 61,727,423        Yuan 51,316,253
    Property and Equipment               10,114,086             10,298,445
    Total Assets                         75,344,230             65,117,418
    Current Liabilities                  30,397,926             18,634,329
    Total Shareholders' Equity           44,946,304             46,483,089
    Total Liabilities and
    Shareholders' Equity                 75,344,230             65,117,418

                                         Year Ended             Year Ended
                                     December 31, 2008      December 31, 2007
    Statements of Operations            Unaudited               Unaudited
                                          (RMB)                  (RMB)
    Total Revenues                 Yuan 211,969,435       Yuan 171,389,701
    Cost of Goods Sold                  185,609,456            141,053,074
    Operating Expenses                    8,281,629              6,962,063
    Operating Income                     17,977,981             23,298,328
    Net Income                           12,290,638             16,386,042

    Exchange rates:

    -   2008 average exchange rate (CAD:RMB): 7.0845
    -   2007 average exchange rate (CAD:RMB): 6.5122
    -   December 31, 2008 spot rate (CAD:RMB): 5.5710
    -   December 31, 2007 spot rate (CAD:RMB): 7.3910

    Proposed Acquisition

    Under the terms of the LOI, through restructuring and arrangements, Huade
will become a wholly-owned foreign enterprise (a "WOFE"). The parties have
subsequently agreed that Huade Logistics will also become a WOFE and will be
owned by the same holding company ("Holdco"). The Corporation will issue
56,733,333 purchase securities, consisting common shares and special warrants,
to acquire 100% of the issued and outstanding shares of Holdco, and thereby
indirectly acquire all of the issued and outstanding shares of Huade and Huade
Logistics.  It is anticipated that each special warrant will be converted into
one common share of the Corporation once the Exchange's minimum distribution
requirements are met. It is also estimated that the deemed price per purchase
security will be approximately CAD$0.29, the projected net asset value per
post-QT fully diluted common share of the resulting issuer at June 30, 2009.
    The purchase consideration represents 92.5% of the issued and outstanding
shares of the resulting issuer (on a diluted basis) after closing of the
Acquisition and prior to the proposed private placement. The existing
shareholders of the Corporation will hold 7.5% of the resulting issuer at
closing of the QT (prior to the private placement). It has been agreed that,
after any necessary restructuring or arrangements, the audited aggregate net
tangible asset value of Huade and Huade Logistics shall not be lower than
RMB98.5 million (approximately C$17.9 million, subject to potential foreign
exchange adjustment) as at June 30, 2009. In the event the audited aggregate
net tangible asset value of Huade and Huade Logistics, after any necessary
restructuring or arrangements, is lower than RMB98.5 million as at June 30,
2009, the percentage shareholdings of the Corporation's existing shareholders
in the resulting issuer shall be increased correspondingly to the percentage
decrease of Huade and Huade Logistics' aggregate net tangible asset value.
    Upon the completion of the Acquisition, Huade and Huade Logistics will
become indirect subsidiaries of the Corporation, and the Corporation will
carry on its business through Huade and Huade Logistics.

    Proposed Private Placement

    It is expected that the Corporation will, concurrently with closing of
the Acquisition, complete a brokered private placement of common shares or
units (comprised of a common share and a common share purchase warrant) to
raise approximately CAD $900,000, at a price (the "Private Placement Price")
not lower than the per share net tangible asset value on fully diluted basis
upon the completion of the QT but prior to the concurrent financing. The
Corporation may also grant the agents an option exercisable in whole or in
part to offer for sale up to an additional number of common shares or units at
the Private Placement Price (the entire offering of common shares or units of
the resulting issuer, the "Private Placement"). Huade, with the Corporation's
assistance, will retain a sponsor and lead agent for the Private Placement and
customary compensation will be paid for such agency services, which may
include broker's warrants.
    The proceeds of the Private Placement will be used for general working
capital purposes.

    Directors, Officers and other Insiders

    On completion of the Acquisition, the directors and officers of the
resulting issuer are anticipated to be:

    Yong Xin Cao, Chairman, Director, Chief Executive Officer
    Mr. Cao, a resident of Nanjing, China, is a successful entrepreneur with
extensive and successful experiences in storage and logistics equipment
manufacturing, marketing, financing, and operations through investment and
joint ventures. Mr. Cao is one of the founders of Huade and, along with
Qinghong Pan, also of Nanjing, China, currently beneficially owns 25% of
Huade's shares. Mr. Cao has been the chairman of the board and general manager
of Huade from its inception in 1998 to present. He is in charge of the
strategic development, sales and marketing, and administration of Huade. Mr.
Cao is also one of the founders and chairman and general manager of Huade
Logistics, which mainly focuses on research and development, manufacturing and
sales of logistic equipment. Mr. Cao is also the founder of Huade Shelf. 
Huade Shelf was incorporated in 1993 and was one of the pioneers in China for
manufacturing and exporting storage racking systems. Between 1993 and 1998,
Mr. Cao was the general manager of Huade Shelf, in charge of strategic
development, daily operations, manufacturing, sales and marketing. Mr. Cao
will become a significant shareholder of the Corporation upon closing of the

    Koon Leung Mok, Director
    Mr. Mok, a resident of Hong Kong, has substantial operational experience
in construction, decoration, storage and logistic equipment manufacturing. Mr.
Mok is one of the founders of Huade and currently beneficially owns 75% of
Huade. From 1998 to present, Mr. Mok has been director and deputy general
manager of Huade, responsible for administration. He is also one of the
founders of Huade Logistics and has been director and deputy general manager
of Huade Logistics, responsible for infrastructure construction and
management. Mr. Mok is the founder and owner of Hang Lok, which has provided
numerous infrastructure construction services to many businesses in mainland
China and Hong Kong. Mr. Mok will become a significant shareholder of the
Corporation upon closing of the Acquisition.

    Francois Pollet, Director
    Mr. Pollet is the founder of Meta-Invest Group specialized in steel-works
and CEO of Metalog S.A.S., one of the leading European companies in logistics,
industrial and administrative storage equipment for the past twenty years. He
has extensive racking industry experiences, especially in the areas of
engineering and manufacturing. Mr. Pollet's career in the storage equipment
industry covers various responsibilities. He has been involved in the
conception and realization of some of the largest and most notable contracts
in the logistics industry in Europe. After a short period in the French Navy,
Mr. Pollet was Technical Director of Polypal, one of the largest racking and
storage system manufacturers in the world, from 1987 to 1992. He was
responsible for strategic research, planning, procurement, and installation. 
For a three year span during this period, Mr. Pollet was also in charge of a
manufacturing unit owned by Polypal that was specialized in customized racking
and storage systems. Mr. Pollet subsequently served as Managing Director for
Planned Storage Systems in France for from 1992 to 1997. From 1997 until 2004,
Mr. Pollet served as Managing Director for Esmena, a leading storage system
manufacturer based in Spain. Mr. Pollet was instrumental in the successful
development of Esmena's commercial presence in France. Mr. Pollet holds
Bachelor degrees in Economics and Engineering from the University of Lille.

    Ann Chien, Director
    Ms. Chien has extensive business administration and sales and marketing
experience. From June 2008 to present, she has been the General Manager of
Classic Fine Foods (Taiwan) Ltd., a specialty fine food distributor with
headquarters in the United Kingdom. Between November 2007 and June 2008, Ms.
Chien was the Marketing Director of Fidelity Investments Securities (Taiwan)
Limited, responsible for marketing and brand management. Between April 2007
and November 2007, she was branch manager of Oxford University Press in charge
of distribution in Taiwan. From November 2004 to February 2007, Ms. Chien was
with Unilever Taiwan Ltd. with her last position as the Managing Director in
charge of Foodsolutions branch. From February 2000 to November 2004, Ms. Chien
was with SSL Healthcare Taiwan Ltd., with her last position as General Manager
responsible for sales, marketing, finance and administration. From June 1998
to February 2000, Ms. Chien was the Assistant Vice President of the Marketing
department of Citibank in Taiwan. Ms. Chien received her Diploma from George
Brown College in Toronto, Canada in 1988.

    Sam Wang, Director, Chief Financial Officer
    Mr. Wang is a Certified General Accountant with extensive financial
management experiences with public companies listed on Toronto Stock Exchange
and TSX Venture Exchange. Mr. Wang is the founder and chief executive officer
of Canadian Regal International Finance Inc., a company specialized in
assisting private companies in the public listing process. Between December
2006 and September 2007, Mr. Wang was the Senior Accounting Manager and
Business Development Manager of Hanwei Energy Services Corp., a company listed
on the Toronto Stock Exchange. Between January 2006 and December 2006, Mr.
Wang was the Accounting Manager of Y&O Ventures Corp, the predecessor of
Hanwei Energy Services Corp. Mr. Wang obtained a BA from Shenzhen University
in China in 1992 and a MBA from York University, Ontario in 2000.

    Stephen So, Director
    Mr. So is a CA, FCPA, CMA, ACMA and FAIA. Mr. So obtained a B.Comm in
Accounting from the University of British Columbia in 1979. Mr. So has been
Finance Director of Jetion Holdings Limited, a solar cells and modules
manufacturer listed on London Stock Exchange - Alternate Investment Market
(JHL) since June 2007. Mr. So has been Director of CCIF Certified Public
Accountants since October 2004 and Director of T.M. Ho, So & Leung Certified
Public Accountants Ltd., an accounting firm, since August 1997. From January
to June, 2007, Mr. So was the CFO of CY Oriental Holdings Limited, an apparel
manufacturer listed on the Exchange (CYO). Mr. So has acted as an independent
non-executive director of Skyworth Digital Holdings Limited (Hong Kong Stock
Exchange: 751) since March 2000, Pine Technology Holdings Limited (Hong Kong
Stock Exchange Growth Enterprise Market: 8013) since September 2002 and Hang
Ten Group Holdings Limited (Hong Kong Stock Exchange: 448) since October 2002.


    Completion of the Acquisition is subject to a number of conditions,
including but not limited to, a definitive agreement entered into with the
shareholders of Holdco, completion of the Private Placement and approval of
the Exchange. The Acquisition will not close until conditional approval is
obtained from the Exchange. There can be no assurance that the Acquisition
will be completed as proposed or at all. Under Exchange rules, trading in the
Common Shares of the Corporation has been halted, and will remain halted
pending completion of the Qualifying Transaction. In accordance with the
policies of the Exchange, the Corporation will be retaining a sponsor in
connection with the Acquisition.

    Completion of the 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 transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the transaction will be
completed as proposed or at all.

    Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection with the
transaction, any information released or received with respect to the
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.


    Sam Wang
    Sam Wang
    CEO & President

    The TSX Venture Exchange has not reviewed and does not accept
    responsibility for the adequacy or accuracy of this release.

    /Not for dissemination in the United States or through U.S. newswires/

For further information:

For further information: Sam Wang, Chief Executive Officer and President
of Genius World Investments Limited, at (604) 773-1339

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