GRAND CAYMAN, CAYMAN ISLANDS — (Marketwired) — 09/08/15 — Xinhua Mobile Limited (“XMobile”), a wholly-owned subsidiary of Xinhua Holdings Limited (“Xinhua”), a company which securities are listed on the Tokyo Stock Exchange and whose Chief Executive Officer is Mr. Lian. Yih Hann, announces that it has acquired ownership over 28,123,230 common shares (the “Common Shares”) of GINSMS Inc. (“GINSMS”) and convertible debentures of GINSMS with an aggregate principal amount of C$6,255,484 (the “Convertible Debentures”) (the “Transaction”). The Common Shares acquired by XMobile represent 54.57% of all of the issued and outstanding common shares of GINSMS. If XMobile converts the Convertible Debentures into 62,554,840 common shares of GINSMS, but the other holder of convertible debentures of GINSMS does not convert, XMobile–s shareholding in GINSMS would become 79.48% of all of the issued and outstanding common shares of GINSMS. If all the convertible debentures holders of GINSMS convert their convertible debentures into common shares, there would be 91,092,670 new common shares of GINSMS and XMobile–s shareholding in GINSMS would become 63.58% of all of the issued and outstanding common shares of GINSMS.
Immediately after the Transaction, XMobile will have acquired ownership over 28,123,320 common shares of GINSMS representing 54.57% of all issued and outstanding common shares of GINSMS.
XMobile acquired the Common Shares pursuant to two private agreements entered with Jonathan Lai (“Mr. Lai”) and Panaco Limited (“Panaco”), and One Heart International Limited (“One Heart”), respectively, and the Convertible Debentures pursuant to a private agreement entered with One Heart.
The Common Shares were acquired at a price per share of C$0.35 from Mr. Lai and Panaco, and at a price of C$0.15 from One Heart, and the Convertible Debentures were acquired for an aggregate consideration of C$6,255,484.
After the Transaction, Xinhua, through XMobile, will become the majority shareholder of GINSMS. Xinhua is a multi-disciplinary group doing businesses in China and the rest of Asia, including Japan and offers products and services in the areas of financial services, public relations and developing and operating application software for smartphones, telecom software platforms global messaging gateways and mobile advertising platforms.
For the acquisition of the Common Shares, XMobile relied on the prospectus exemption contained in Section 2.8 of National Instrument 45-102 – Resale of Securities. For the acquisition of the Convertible Debentures no prospectus exemption was required.
Contacts:
Xinhua Holdings Limited
Lian Yih Hann
852-3196 3977
Xinhua Mobile Limited
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
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