Orient Venture Capital II Inc.
TSX VENTURE : OVV.P

October 26, 2009 15:00 ET

Orient Venture Capital II Inc. Announces Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 26, 2009) - Orient Venture Capital II Inc. (the "Company") (TSX VENTURE:OVV.P) is pleased to announce that it has entered into a share exchange agreement dated October 23, 2009 with Mr. Yiliang Chen pursuant to which Mr. Chen agrees to exchange 2,676,902 shares of China Dongxiang (Group) Co. Ltd. ("Dongxiang") in exchange for 10,000,000 of the Company's shares at a deemed value of $0.20 per share. As a result of this announcement, trading in the Company's shares will remain halted until the Qualifying Transaction completes, or until documentation is filed with the Exchange.

Dongxiang is a leading international sportswear brand enterprise based in China which is listed on the Stock Exchange of Hong Kong Limited (under stock symbol 3818:HK). Dongxiang is primarily engaged in the design, development, marketing and wholesale of branded sportswear in China. Currently, Dongxiang owns all rights to the internationally recognized Kappa brand in China, Macau and Japan. Dongxiang was recently honored at "Forbes Asia's 200 Best Under a Billion" for the second consecutive year. Kappa was appointed as the official partner of the Norwegian Olympics teams in 2010 Winter Olympics and the 2012 Summer Olympic Games. The market cap of Dongxiang as at October 23, 2009 was approximately HK$26.8 billion.

In addition to the share exchange agreement to acquire the Dongxiang shares, the Company anticipates entering into additional share exchange agreements or term sheets whereby the Company will acquire additional securities in other private or public companies (the "Subsequent Companies") whose businesses involve later stage alternative energy or environmental technology or other selected sectors with strong intellectual property, exceptional management and high growth potential that are strategically positioned in the greater China market. For non-Chinese investments, the Company will focus on those companies with extensive operations or market potential in China.

A Sponsor will be required for the Qualifying Transaction unless an exemption exists or a waiver is granted by the Exchange. The Company has not identified a Sponsor for the Qualifying Transaction. When the Company identifies a Sponsor, the Company will announce it in a subsequent news release.

On October 25, 2009, the Company also signed a letter of intent with Shanxi International Electricity Investment Co., Ltd. ("Shanxi IEIC") to create a strategic alliance for future investment opportunities in China. Shanxi IEIC has a registered capital of RMB1 billion and is a wholly owned investment company of Shanxi International Electricity Group Co., Ltd. Shanxi International Electricity Group Co., Ltd. is the only wholly state owned electricity industrial company in the Province of Shanxi. The registered capital of Shanxi International Electricity Group Co., Ltd. is RMB6 billion.

Under the letter of intent, each of the Company and Shanxi IEIC will have a right of first refusal to participate in the investment opportunities identified by the other party. In addition, Mr. Wei Wang, who will become a director of the Company upon completion of the Company's Qualifying Transaction, will also be appointed to become a member of the investment committee of Shanxi IEIC.

The Company anticipates entering into share exchange agreements and term sheets with the Subsequent Companies by December 31, 2009. Taken together, the Company's acquisition of the Dongxiang shares and securities of the Subsequent Companies will constitute the Company's Qualifying Transaction as such term is defined in policy 2.4 of the TSX Venture Exchange (the "TSX-V"). The Company will also undertake a non-brokered private placement of such number of the Company's shares at a price of $0.20 per share (the "Concurrent Financing") to meet the TSX-V initial listing requirements. The Concurrent Financing will close concurrently with, and will be conditional upon, completion of the Qualifying Transaction. Finder's fees may be paid in connection with the Concurrent Financing in amounts to be determined and in accordance with the policies of the TSX-V.

Upon completion of the Qualifying Transaction, the Company will change its name to "China Select Capital Partners Corp." and will be listed as a Tier 2 Investment Issuer on the TSX-V focused on investing in private or public companies whose businesses involve later stage alternative energy or environmental technology or other selected sectors with strong intellectual property, exceptional management and high growth potential that are strategically positioned in the greater China market. For non-Chinese investments, the Company will focus on those companies with extensive operations or market potential in China.

As part of the share exchange agreement, Mr. Yihong Chen, the Chairman of the Board for Dongxiang has agreed to become an advisor to the Company. Mr. Yihong Chen is the founder, chairman and executive director of Dongxiang. He is primarily responsible for Dongxiang's overall corporate strategies, planning and business development. Mr. Chen has extensive experience in the sporting goods industry in China. From 1991 to 2005, Mr. Chen was the vice-general manager, general manager and chief executive officer of Beijing Li Ning Sports Goods Co., Ltd. and the executive director of Li Ning Company Limited, a company listed on Hong Kong Stock Exchange. He was also appointed as the vice-chairman of the National Volleyball Association in 2002. Mr. Chen obtained an executive master's of business administration degree from Lincoln University in the United States in 2003.

In addition, upon the completion of the Qualifying Transaction, the Company will add the following individuals to its Board of Directors:

Mr. Jas Hayre will become a director of the Company. Mr. Hayre is a Chartered Accountant with over 20 years of experience of providing international corporate clients with global tax solutions. Mr. Hayre has extensive experience working with both public company and private equity clients on cross-border mergers and acquisitions. Prior to founding C2 Global Solutions in July 2009, Mr. Hayre was a tax partner and leader of the international tax services group for Ernst & Young, LLP in Vancouver for the past 10 years. Mr. Hayre has extensive experience in the resource, technology, manufacturing and financial services industries.

Mr. Wei Wang will become a director the Company. Mr. Wang is currently the Chairman and CEO of CRTZ Asset Management Co. Ltd. in China ("CRTZ"). Mr. Wang has an extensive network in the Chinese financial services industry. He was one of the pioneers in the asset management industry in China. Prior to founding CRTZ, Mr. Wang has worked as the chief economist at Dongwu Securities Co. Ltd. Prior to Dongwu, Mr. Wang worked for Junan Security Co. Ltd (the largest securities company in China at the time). Mr. Wang obtained a Master of Physics from Peking University in 1988.

Information set forth in this news release may involve forward-looking statements. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address a company's expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. 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, the following risks: risks associated with the completion of debt funding, 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; and the volatility of common share price and volume. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Investors are cautioned against attributing undue certainty to forward-looking statements.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Orient Venture Capital II Inc.
    Mr. Ian MacDougall
    Director and Chief Executive Officer
    (604) 689-0618
    (604) 689-0628 (FAX)