GENIUS WORLD INVESTMENTS LIMITED ANNOUNCES PROPOSED QUALIFYING TRANSACTION
WITH EHKYU GREENTECH LIMITED
/Not for dissemination in the United States or through U.S. newswires/
RICHMOND, BC, Nov. 29 /CNW/ - Genius World Investments Limited (TSXV: GNW.H) (the "Corporation") is pleased to announce that it has entered into a Letter of Intent ("LOI") effective November 15, 2010 with Ehkyu Greentech Limited ("Ehkyu") for a reverse takeover transaction whereby the Corporation will purchase all of the issued and outstanding securities of Ehkyu in exchange for the issuance of common shares of the Corporation to the shareholders of Ehkyu (the "Acquisition").
In addition, subject to the approval of the TSX Venture Exchange (the "Exchange"), it is expected that the Corporation will, concurrently with the closing of and as a condition to the Acquisition, complete a brokered private placement of common shares or units for aggregate gross proceeds of not less than CAD$10,000,000, in a form and at a price to be determined in the context of the market (the "Brokered Private Placement"). The net proceeds of the Brokered Private Placement will be used by the resulting issuer to fund its business plan and general working capital and corporate purposes. NCP Northland Capital Partners Inc. ("NCP") has been engaged as the lead agent for the Brokered Private Placement and will be paid cash commissions of 6.8% of the gross proceeds of the Brokered Private Placement and broker warrants exercisable for 5% of the number of common shares or units, as the case may be, issued under the Brokered Private Placement.
The Acquisition and the Brokered Private Placement, if completed, will constitute the Corporation's Qualifying Transaction ("QT") under Exchange Policy 2.4 Capital Pool Company (the "CPC Policy"). NCP, subject to completion of satisfactory due diligence, has also agreed to act as sponsor in connection with the QT, and will be paid a sponsorship fee of $40,000 (if applicable). An agreement to sponsor should not be construed as any assurance with respect to the merits of the QT or the likelihood of completion.
Ehkyu and all of its shareholders are at arm's length to the Corporation. As such, the Corporation anticipates that the QT will not be subject to approval of the shareholders of the Corporation.
Overview of Ehkyu
Incorporated on June 17, 2010 in Hong Kong, Ehkyu is the holding company of Shanghai Ehkyu International Trading Co. Ltd. ("Ehkyu Shanghai"), which carries on Ehkyu's business and operations in China. Ehkyu Shanghai was founded in 2000 by Mr. David Deng Weizheng with his Japanese conglomerate partner Tokyu Car Corporation (TCC), a company incorporated in Japan and currently listed on the Tokyo Stock Exchange with an appropriate market capitalization of CAD$5.6 billion (TYO: 9005).
Though Ehkyu (China) Co. Limited, a company incorporated in Hong Kong and wholly-owned by Mr. Deng, Mr. Deng holds indirectly an approximately 90% interest in Ehkyu, with his Japanese conglomerate partner Tokyu Car Corporation (TCC) holding directly an approximately 10% interest in Ehkyu.
Ehkyu is a leading solar market facilitator and integrated industrial services provider in China. Ehkyu's business model is underpinned by four traditional revenue streams: (i) procurement and export business; (ii) import distribution business; (iii) after-sales services; and (iv) logistics consulting. All those units are supported by Ehkyu's state-of-the-art quality control and assurance processes, which have been designed and developed in-house for Ehkyu's customers.
Experiencing the fastest growth is Ehkyu's solar business, which focuses on facilitating and supplying the solar panel manufacturing industry with equipment and components requisite to the manufacturing process. Through its exclusive contracts and market know-how, Ehkyu's solar business delivers four revenue streams: (i) solar module manufacturing machine distribution sales; (ii) solar module manufacturing machine assembly; (iii) solar module component sales, and (iv) after-sales services. Through its exclusive contracts and strategic relationships, Ehkyu's management team intends to focus on aggressively expanding its market share in China's rapidly growing solar sector, and to strategically focus on its first-mover advantage by consolidating its position on the supply-side of the Chinese solar manufacturing market.
Selected Financial Statement Information
The following table presents selected financial information stated in Chinese RMB on the financial condition and results of operations for Ehkyu. Such information is derived from the unaudited financial statements of Ehkyu for the nine months ended September 30, 2010 and the years ended December 31, 2009, 2008, and 2007. The unaudited financial statements were prepared in accordance with People's Republic of China ("PRC") generally accepted accounting principles.
Balance Sheets (RMB millions) |
Sep 30, 2010 (unaudited) | Dec 31, 2009 (unaudited) | Dec 31, 2008 (unaudited) | Dec 31, 2007 (unaudited) |
Current Assets | 72.8 | 49.8 | 51.3 | 60.5 |
Plant, Property and Equipment | 27.5 | 12.1 | 7.9 | 7.3 |
Other Assets | 2.0 | 3.0 | 2.7 | 3.1 |
Total Assets | 102.3 | 65.0 | 61.9 | 70.8 |
Current and Other Liabilities | 53.5 | 33.1 | 26.0 | 46.3 |
Long-term Debt | 8.8 | - | - | - |
Total Shareholders' Equity | 40.1 | 31.8 | 35.8 | 24.5 |
Total Liabilities and Shareholders' Equity | 102.3 | 65.0 | 61.9 | 70.8 |
(columns do not add up due to rounding)
Statements of Operations (RMB millions) |
Nine months ended September 30, 2010 (unaudited) |
Year Ended Dec 31, | ||
2009 (unaudited) | 2008 (unaudited) | 2007 (unaudited) | ||
Total Revenues | 56.2 | 60.7 | 92.9 | 112.4 |
Cost of Goods Sold | 36.2 | 51.2 | 76.2 | 89.2 |
Operating Expenses | 9.4 | 13.1 | 13.9 | 17.9 |
Other Income / (Expenses) | (0.8) | (0.5) | (2.0) | (1.8) |
Minority Interest | 0.1 | 0.2 | 0.3 | 0.4 |
Net Income/Loss | 9.8 | (3.8) | 1.1 | 3.9 |
Exchange rates (per CAD:RMB)
- 2007, 2008, 2009 average exchange rate: 7.0822, 6.5104, 5.9809
- 2007, 2008, 2009 year-end spot rate: 7.3910, 5.5710, 6.5232
- Average exchange rate for the nine months ended September 30, 2010: 6.5746
- September 30, 2010 spot rate: 6.4977
Proposed Acquisition
Under the terms of the LOI, the Corporation will acquire 100% of the issued and outstanding shares of Ehkyu and, as consideration, subject to the approval of the Exchange, issue such number of common shares to the shareholders of Ehkyu representing approximately 97.5% of the issued and outstanding shares of the resulting issuer (on a diluted basis but exclusive of securities that may be issued or issuable pursuant to the Brokered Private Placement). The existing shareholders of the Corporation will hold approximately 2.5% of the resulting issuer upon closing of the Acquisition (on a diluted basis but exclusive of securities that may be issued or issuable pursuant to the Brokered Private Placement).
Upon the completion of the Acquisition, Ehkyu will become a direct, wholly-owned subsidiary of the Corporation, and the Corporation will carry on its business through Ehkyu and its subsidiaries and affiliates.
Completion of the QT is subject to a number of conditions, including but not limited to, a definitive agreement entered into with the shareholders of Ehkyu, completion of the Brokered Private Placement, approval of the Exchange, receipt of all other necessary regulatory, corporate and third party approvals and other conditions precedent customary for a transaction such as the QT. There can be no assurance that the QT will be completed as proposed or at all.
The Corporation will disclosure further details concerning the Transaction, including the particulars of the Brokered Private Placement, if and when they become available, in a subsequent press release.
Non-brokered Private Placement
Ehkyu has, prior to the signing of the LOI, completed a non-brokered private placement of common shares for gross proceeds of CAD$4,000,000. The proceeds of the non-brokered private placement will be used for general working capital purposes.
Directors and Officers
On completion of the QT, subject to the approval of the Exchange, it is expected that the directors and officers of the resulting issuer will consist of the following persons. Additional members of the board or executive, if any, of the resulting issuer will be announced prior to the completion of the QT.
David Deng Weizheng, Chairman & Chief Executive Officer
Mr. Deng is currently the Chairman and CEO of Ehkyu and is primarily responsible for Ehkyu's overall strategy planning, strategic business development and government relations. In addition, Mr. Deng is and has been Chairman and General Manager of Shanghai Ehkyu International Trading since 2003. Mr. Deng has more than 23 years of experience in the engineering and machinery industry. Mr. Deng spent 10 years with Tokyu Car Corporation in Japan, rising through the ranks to become Director and Department Head. In 2003, with support from Tokyu Car Corporation, he founded Shanghai Ehkyu International Trading and was responsible mainly for business development. During his tenure, the business grew from a startup to one with annual revenue in excess of CDN$11 million. Mr. Deng received his Bachelor and Master degree in Structural Engineering from Tongji University, and his MBA degree from Tulane University in New Orleans. He is also an executive director of the Chamber of International Commerce in Shanghai.
Xingfeng Gao, Director & Chief Operating Officer
Mr. Gao is a member of the Board of Directors and the Chief Operating Officer of Ehkyu and is mainly responsible for overseeing the administrative and daily operations of business. In addition, Mr. Gao is and has been the Deputy General Manager of Shanghai Ehkyu International Trading since 2003. Mr. Gao has 35 years of experience in the industrial industry, and has held positions with organizations such as the Shanghai Railway Administration Department of Public Works and the Shanghai Railway Bureau of Foreign Economic and Trade Office prior to joining Ehkyu. Mr. Gao received his undergraduate degree in Mechanical Engineering from Southwest Jiaotong University, and his MBA degree from Fudan University.
Sheng (Sam) Wang, Director
Mr. Wang is a Certified General Accountant with a broad expertise in all phases of corporate finance, business and strategic planning, and corporate development. He also has extensive financial management and regulatory experiences with public companies listed on Toronto Stock Exchange and the Exchange. Mr. Wang is the founder and president of Canadian Regal International Finance Inc., a company specialized in assisting private companies in the public listing process. Mr. Wang has been CEO and a director of the Corporation since October 2007. Mr. Wang is and has been a director and chair of the audit committee of Xianburg Data Systems Canada Corporation (formerly O2 Capital Inc.) since November 26, 2010. Mr. Wang introduced the target company in China to O2 Capital Inc. and helped O2 Capital Inc. to complete its qualifying transaction. Mr. Wang is and has been a director of MillenMin Ventures Inc. (TSX-V: MVM.P) since September 2009. 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. ("Y&O"), the predecessor of Hanwei Energy Services Corp. Mr. Wang helped Y&O comlete its qualifying transaction with Daqing Harvest High Pressure FRP Pipe Co. Ltd. in China and the subsequent financing of $77 million for the resulting issuer, Hanwei Energy Services Corp. in 2007. Mr. Wang obtained a BA from Shenzhen University in China in 1992 and a MBA from York University, Ontario in 2000.
Toshio Shimada, Director
Mr. Shimada is a member of the Board of Directors of Ehkyu. Mr. Shimada also assumed the position of Chairman of J-Rep on 29th of June, 2010. J-Rep is real estate brokerage and asset management corporation based in Japan, jointly formed by Macquarie Group and Goodman Group, both originating from Australia. Mr. Shimada is also a Corporate Advisor to Itochu Corporation, which is listed on the Tokyo Stock Exchange with an appropriate market capitalization of CAD$15 billion (TYO: 8001), a Fortune 500 company with business interests in aerospace, mining and energy, finance and property. Having joined Itochu in 1957, Mr. Shimada has had a stellar career, rising to become General Manager for Asia and joining the Board of Directors in 1987, and thereafter being promoted to President and Managing Director in 1990. In 1992, he was appointed Chief Representative in China, subsequently assumed the position of Chairman of Itochu Corporation in 2000. And the company's General Counsel in 2001. Mr. Shimada is currently Vice Chairman of the World Trade Center Association in Tokyo.
Robert C. Kay, J.D., B.L., Director
Mr. Kay is a seasoned Corporate Director and Advisor. He combines business and legal skills with extensive experience in international commerce to develop and assess complex strategies with multinational companies and governments. Mr. Kay currently serves as a Corporate Director in several companies, both privately held and publicly listed. He is also Chairman of a Crown Corporation of the Government of Canada. Previous notable governance roles include Chairman of the Swiss Canadian Chamber of Commerce, and Board Member of the American Chamber of Commerce (Ontario Council). Mr. Kay was a Board Member and lectured in the Integrative Thinking Practicum of the MBA degree program at the University of Toronto and has also served as an Adjudicator on the Ontario Municipal Board, a quasi-judicial body. Mr. Kay is a member of several community and professional organizations including Baycrest Geriatric Health Care & Research Centre for Aging and the Brain (Board Committee on Clinical Strategy, Quality & Safety), the Royal Canadian Military Institute, the National Association of Administrative Law Judges, and the Law Society of Upper Canada.
Serena Kao, Director
Ms. Kao is an experienced banker with extensive experience in Asia Pacific and North America in the areas of wealth management, corporate advisory, listing, M&A and structured financing. Having worked for institutions such as Bank of America, DBS, Merrill Lynch, and UBS in both the U.S. and Asia, Ms. Kao understands and adapts with both Western and Eastern working cultures. She has managed over 400 million of assets before establishing her practice at Prime Invest Development Limited in Hong Kong ("PIDL") with her business partners. PIDL focuses on advising emergent market companies in Asia with Clean Tech businesses and mining industry to gain listing status in North America market. Ms. Kao holds a Master of Business Administration and Public Administration degree (MBA/MPA) from University of Southern California ( USC). She has also obtained her undergraduate degree from Claremont Colleges Pitzer and Claremont Mckenna with a Bachelors of Arts degree in both Economics and Accounting.
Viren Wong, Chief Financial Officer
Mr. Wong has a wide diversity of corporate finance experience, including strategic consulting, portfolio management, equity financing, business valuation and investor relations. Working in both buy-side and sell-side for over thirteen years, including Credit Suisse, Manulife Financial, and currently running his own hedge fund, Mr. Wong is well equipped with knowledge and experience in advising corporations from various angels and across disciplines. Among his notable transactions, Mr. Wong has led a team to orchestrate a reverse takeover of a technology start-up company in Canada, and serves as an investment banker for an oil exploration prospect in Scotland. Throughout his career, Mr. Wong has been providing guidance and consulting services to start-ups as well as large companies, as a portfolio manager and as an advisor. Mr. Wong is a Certified Public Accountant (CPA) in the U.S., a charter-holder of Chartered Financial Analyst (CFA), and a Professional Risk Manager (PRM). He is also a committee in the Toronto CFA Society Equity board and the Derivative and Risk Management board.
About the Corporation
The Corporation was formerly a capital pool company listed on the Exchange, whose common shares are currently listed on the NEX board of the Exchange. Since its incorporation, other than its initial public offering under the CPC Policy in December 2007 and the transactions in relation thereto, the Corporation has not commenced commercial operations and currently has no assets other than cash.
Trading in the Corporation's common shares was halted on November 15, 2010 by the Exchange and is expected to remain halted until after the Exchange accepts and confirms the completion of the QT.
Forward Looking Information
The press release contains forward-looking statements with respect to the Acquisition, the Brokered Private Placement, and matters concerning the business, operations, strategy and financial performance of the Corporation, Ehkyu and its subsidiaries and affiliates. These statements generally can be identified by use of forward looking word such as "may", "will", "expect", "estimate", "anticipate", "intends", "believe", or "continue" or the negative thereof or similar variations.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, risks associated with the completion of the QT and matters relating thereto, risks of the delisting of the Corporation from the Exchange due to its failure to complete a QT within the time period set in the policies of the Exchange, risks associated with the marketing and sale of securities, the need for additional financing, reliance on key personnel, the potential for conflicts of interest among certain officers or directors with certain other projects, as well the volatility of the Corporation's common share price and volume.
In addition, forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: the ability of the Corporation to obtain necessary financing to complete the QT or to satisfy the requirements of the Exchange with respect to the Acquisition or the Brokered Private Placement. The completion of the Acquisition and/or the Brokered Private Placement and the future business, operations and performance of the resulting entity discussed herein could differ materially from those expressed or implied by such statements.
Additional important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, competition, as well as risks related to: Ehkyu's business such as failure of the business strategy, stable supply prices, demand and market prices for its products, government licensing, potential exposure to tax under Canadian income tax, regulations of the People's Republic of China ("PRC") relating to offshore special purpose companies, recent PRC regulations relating to cross-border mergers and acquisitions, product liability, environmental protection, currency exchange rates and conflicts of interest; Ehkyu's operations, such as additional financing requirements and access to capital, reliance on key and qualified personnel, insurance, competition, intellectual property and reliable supply chains; and doing business in the PRC such as tax, repatriation of profit and currency conversion, acquisition and appropriation of land use rights, foreign investment, permits and licenses, employment contracts, government intervention, shareholders' rights and enforcement of judgments and a developing legal system.
The Corporation cautions that the foregoing list of material factors is not exhaustive. When considering the Corporation's forward-looking statements and information to make decisions, investors and others should carefully review the foregoing factors and other uncertainties and potential events.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS EXPECTATIONS OF THE CORPORATION AS OF THE DATE HEREOF AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARDLOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE CORPORATION MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
General
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 or a company listed on the NEX board of the Exchange should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
ON BEHALF OF THE BOARD OF DIRECTORS
OF GENIUS WORLD INVESTMENTS LIMITED
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.
%SEDAR: 00026093E
For further information:
Sam Wang, Chief Executive Officer and President of Genius World Investments Limited, at (604) 773-1339.
Share this article