Category Archives: Share Exchange agreements

Aubleauctions.com to close share exchange transaction with BVI-registered holding

Ableauctions.com Inc., a company working as a high-tech liquidator and an online auction facilitator with more than 3 000 auctions experience, announced that the share exchange transaction with SinoCoking’s  British Virgin Islands holding company Top Favour Limited is to close on February 5, 2010.

Aubleauctions will file an amendment to its Articles of Incorporation, which will change its name to “SinoCoking Coal and Coke Chemical Industries, Inc.” and will effect a 1-for-20 reverse split of Aubleauctions’ common stock shares issued and outstanding. The amendment will be effective on the closing date; also, on that date, according to the share exchange agreement signed on July 17, 2009, Aubleauctions will issue 13,117,952 post reverse split shares of its common stock to the shareholders of Top Favour Limited in exchange for all of the issued and outstanding capital stock of the BVI company. On or immediately upon the closing date, the company will complete the initial closing of a private placement of its equity securities to certain private investors.

The BVI holding company Top Favour Limited controls Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd., which is a coal and coal-coke producer in Henan Province of China.  Hongli conducts its operations through its wholly owned subsidiaries Baofeng Hongchang Coal Co., Ltd. and Baofeng Hongguang Environment Protection Electricity Generating Co., Ltd. (collectively referred to as “SinoCoking”). After the closing date, the principal business of Aubleauctions will be SinoCoking operations, which include coal production and coke manufacturing.

Ableauctions.com Inc. (http://finance.yahoo.com/q?s=AAC), a company working as a high-tech liquidator and an online auction facilitator with more than 3 000 auctions experience, announced that the share exchange transaction with SinoCoking’s  British Virgin Islands holding company Top Favour Limited is to close on February 5, 2010.Aubleauctions will file an amendment to its Articles of Incorporation, which will change its name to “SinoCoking Coal and Coke Chemical Industries, Inc.” and will effect a 1-for-20 reverse split of Aubleauctions’ common stock shares issued and outstanding. The amendment will be effective on the closing date; also, on that date, according to the share exchange agreement signed on July 17, 2009, Aubleauctions will issue 13,117,952 post reverse split shares of its common stock to the shareholders of Top Favour Limited in exchange for all of the issued and outstanding capital stock of the BVI company. On or immediately upon the closing date, the company will complete the initial closing of a private placement of its equity securities to certain private investors.The BVI holding company Top Favour Limited controls Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd., which is a coal and coal-coke producer in Henan Province of China.  Hongli conducts its operations through its wholly owned subsidiaries Baofeng Hongchang Coal Co., Ltd. and Baofeng Hongguang Environment Protection Electricity Generating Co., Ltd. (collectively referred to as “SinoCoking”). After the closing date, the principal business of Aubleauctions will be SinoCoking operations, which include coal production and coke manufacturing.
Ableauctions.com Inc. (http://finance.yahoo.com/q?s=AAC), a company working as a high-tech liquidator and an online auction facilitator with more than 3 000 auctions experience, announced that the share exchange transaction with SinoCoking’s  British Virgin Islands holding company Top Favour Limited is to close on February 5, 2010.
Aubleauctions will file an amendment to its Articles of Incorporation, which will change its name to “SinoCoking Coal and Coke Chemical Industries, Inc.” and will effect a 1-for-20 reverse split of Aubleauctions’ common stock shares issued and outstanding. The amendment will be effective on the closing date; also, on that date, according to the share exchange agreement signed on July 17, 2009, Aubleauctions will issue 13,117,952 post reverse split shares of its common stock to the shareholders of Top Favour Limited in exchange for all of the issued and outstanding capital stock of the BVI company. On or immediately upon the closing date, the company will complete the initial closing of a private placement of its equity securities to certain private investors.
The BVI holding company Top Favour Limited controls Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd., which is a coal and coal-coke producer in Henan Province of China.  Hongli conducts its operations through its wholly owned subsidiaries Baofeng Hongchang Coal Co., Ltd. and Baofeng Hongguang Environment Protection Electricity Generating Co., Ltd. (collectively referred to as “SinoCoking”). After the closing date, the principal business of Aubleauctions will be SinoCoking operations, which include coal production and coke manufacturing.

BVI-domiciled CNC Development announced conclusion of exchange offer

CNC Development Ltd., a British Virgin Islands company formed as a result of business combination between InterAmerican Acquisition Group Inc. and BVI holding Sing Kung Ltd, made an announcement that all shareholders of Sing Kung who were not parties to the stock purchase agreement have subscribed to the exchange offer for CNC shares. As a result, BVI corporation becomes the owner of full stock of Sing Kung.

Also, the majority of CNC Preferred shareholders appointed by written resolution two new members to CNC’s board of directors – Steven Klein and David Miller, who are Partners with a privately held investment company Apple Core Holdings.

CNC Development has initiated a new business acquisition program, in accordance with it the BVI company is seeking to identify and acquire one or more profitable businesses with enterprise values from US$100 million to US$500 million. The company is also considering acquisitions of companies domiciled outside of China and not involved in the infrastructure or construction sectors. By words of Mr. Morro, Interim Chief Executive Officer of CNC, the company decided to expand the investment focus to other business areas because projected returns on private capital investments in the infrastructure and construction sectors in China have been dramatically reduced due to the recent increase in liquidity in the China market.

CNC also informed shareholders about the change in the trading symbols for its securities that was initiated in November 2009. The shares of the company are quoted on the OTCBB.

JMG signs Share Exchange Agreement with shareholders of BVI-registered Newco Group

JMG Exploration, Inc., has announced that it has signed a Share Exchange Agreement with the shareholders of Newco Group Limited, – a limited liability company organized under the laws of the British Virgin Islands. The information about the acquisition of the BVI company by the Nevada-incorporated JMG, was published in August 2007. The Board of Directors of JMG Exploration has given its approval to the Share Exchange Agreement, and now is recommending shareholder approval of the transaction. The company provides for the delivery to JMG of 100% of the outstanding stock of Newco, in exchange for the delivery by JMG of JMG common stock representing  62.5% of company’s capital stock. So, after the share exchange, the existing JMG shareholders will retain approximately a 37.5% equity interest in the company.

BVI-based Newco currently owns about 14.5% of shares of Iris Computers Ltd., a corporation organized under the laws of India and one of the leading distributors of IT products in India. In the closest time, JMG expects to execute documents providing for a $3,000,000 loan to the BVI company, to enable Newco to purchase39% equity interest in Indian corporation.

The closing of the Share Exchange Agreement is conditioned by the delivery of 2007 US audited financial statements, partial year review for 2008 for BVI-based Newco and Iris, and approval of the share exchange transaction by JMG shareholders.  The transaction is expected to close until December 31, 2007. If the JMG share exchange with Newco shareholders fails to close, the BVI company will be obligated to repay the $3,000,000 loan to JMG on or before December 31, 2007.