August 04, 2009 03:00 ET

China Wind Power International Corp. Completes $27.3 Million Financing and Amalgamation with Berkshire Griffin Inc.

    TORONTO, Aug. 4  - China Wind Power International Corp. ("China
Wind" or the "Company"), a wind energy company that develops and operates wind
farms in Heilongjiang Province, China, is pleased to announce that it has
successfully completed a private placement financing for gross proceeds of
$27.3 million, and completed its amalgamation with Berkshire Griffin Inc.
("Berkshire"). The transactions are part of a reverse-takeover with Berkshire
(the "RTO"). Additional information relating to the RTO and the Company can be
found in the management information circular of Berkshire dated May 29, 2009,
as supplemented or amended by this press release. Shareholders of Berkshire
approved the amalgamation at its shareholder meeting held on July 8, 2009.
    China Wind will apply the net proceeds of the financing to continue
construction at its first two wind farms, representing aggregate capacity of
    Prior to the completion of the financing and the amalgamation, the
Company completed a reorganization. As a result of the reorganization, the
Company acquired a 100% interest in Daqing Longjiang Wind Power Technology
Co., Ltd. ("Longjiang WFOE") which has entered into certain contractual
arrangements with Daqing Longjiang Wind Power Co. Ltd. ("Longjiang") and
Longjiang's equityholders. Longjiang is a Chinese wind farm developer based in
Heilongjiang Province, China. These contractual arrangements allow the Company
to effectively govern and administer the business operations and affairs of
Longjiang, including entitlements to the economic benefits therefrom. As a
result of these contractual arrangements, the Company is considered the
primary beneficiary of Longjiang and will consolidate Longjiang's results of
operations in its financial statements.
    The financing resulted in the issuance of 27,319,158 common shares of the
Company (the "Shares") at $1.00 per Share, resulting in aggregate gross
proceeds of $27,319,158. The financing was led by GMP Securities L.P. and
included CIBC World Markets Inc., Canaccord Capital Corporation, Dundee
Securities Corporation and Research Capital Corporation (collectively, the
"Agents"). The Ruihao Trust, the controlling shareholder of the Company,
subscribed for 13,319,158 Shares. The bulk of the proceeds of the financing
were directed to be paid to the majority shareholder of Longjiang, to be
contributed as equity into Longjiang on the Company's behalf. In connection
with the financing, the Agents received a cash commission of $360,000 and
broker warrants exercisable for 360,000 Shares at an exercise price of $1.00
per Share for a period of two years.
    The Company also completed its amalgamation with Berkshire, pursuant to
which every 16.51 issued common shares of Berkshire were exchanged for one
common share of the amalgamated corporation, and every one common share of the
Company was exchanged for one common share of the amalgamated corporation. The
amalgamated corporation retained the name of the Company, changed its
financial year end to March 31, appointed Ernst & Young LLP as its auditors,
and retained the directors and officers of the Company.
    As a result of the completion of the reorganization, the financing and
the amalgamation, the fully diluted share capital of the Company is as

                                                                Percentage of
                                                                 Shares on a
                                                     Number of  Fully-Diluted
                     Description                       Shares       Basis
    ---------------------------------------------- ------------ -------------
    Ruihao Trust(1)                                 42,619,158        67.84%
    Shareholders of Berkshire                          700,000         1.11%
    Other investors under the financing             14,000,000        22.29%
    Warrants to Officers and Consultants(2)          4,070,000         6.48%
    Options to Directors and Officers(3)             1,070,000         1.70%
    Options held by the Agents                         360,000         0.57%
                                                   ------------ -------------
    TOTAL:                                          62,819,312         1.00%
                                                   ------------ -------------

    (1) Includes the 13,319,158 Shares subscribed by the Ruihao Trust under
        the financing. Ruihao Trust was set up in the British Virgin Islands
        by its settler and is managed by its Trustee Ruihao Investment
        Management (PTC) Corp.

    (2) Comprised of 2,200,000 warrants earned by Heracles Investment Corp.,
        a company controlled by Walter Huang, for previous corporate
        development and finance services provided by Walter Huang according
        to the service agreement to be entered into prior to the Closing
        Date; 1,650,000 warrants to be issued in consideration for Walter
        Huang's continued service to the Corporation post-closing; and
        220,000 warrants earned by Tianyang Liu for his services provided
        prior to the Closing Date.

    (3) Comprised of 440,000 options to Jun Liu, Chairman and Chief Executive
        Officer; 220,000 options to Wendell Zhang, Chief Financial Officer;
        110,000 options to Tianyang Lui,; 50,000 options to Weili Liu,
        Assistant CFO and Controller; 50,000 options to Hongliang Xu,
        Director, 100,000 options to Joshua J. Gerstein, director, and
        100,000 options to Linda J. Dundas, Director.

    The TSX Venture Exchange ("TSXV") has conditionally approved the listing
of Company as a Tier 1 Issuer (with ticker symbol "CNW"). Final approval is
subject to the Company making the satisfactory filings with the TSXV.

    About China Wind Power International Corp.

    China Wind Power International Corp. is a Canadian-incorporated company
that is uniquely positioned to capitalize on the demand for wind power in
China. The Company indirectly holds the exclusive rights for wind energy
development in Du Mon County, which is a very favourable location for wind
power generation.
    Du Mon County is located in the center of "Harbin - Daqing - Qiqihar
Industry Corridor" in Heilongjiang Province. Recently completed wind
assessment studies in Du Mon County demonstrated potential installed capacity
of 860MW of wind energy developable over an area of 220 square km, with wind
power density of 300-450 Watts per square meter. While 860 MW represents the
Company's long-term potential for wind power in the area, its current plans
are for building out eight wind farms representing capacity of 546 MW over
five development phases. The Company is currently constructing its first two
wind farms, representing aggregate capacity of 98.5MW, with construction of
the first 49MW wind farm over 50% completed.

    Neither 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

  • Wendell Zhang, Chief Financial Officer, China
    Wind Power International Corp., Tel: (416) 916-4205, Email:; Trevor Heisler, Investor Relations, The Equicom Group
    Inc., Tel: (416) 815-0700 ext 270, Email: