SOURCE: CS China Acquisition Corp.

January 07, 2010 13:25 ET

CS China Acquisition Corp. Announces Meeting Date and Record Date for Extraordinary General Meeting of Shareholders

HONG KONG--(Marketwire - January 7, 2010) - CS China Acquisition Corp. ("CS China") (OTCBB: CSAQF) (OTCBB: CSACF) (OTCBB: CSAXF) today announced that it will hold an extraordinary general meeting of shareholders on February 2, 2010 to consider and vote upon, among other matters, a proposal to approve the Stock Purchase Agreement dated October 6, 2009, as amended, among CS China, Asia Gaming & Resort, Ltd. ("AGRL") and Spring Fortune Investment Ltd ("Spring Fortune") providing for the purchase by CS China from Spring Fortune of all of the outstanding capital stock of AGRL. Shareholders of record at the close of business on January 13, 2010 will be entitled to attend the meeting and vote their shares, in person or by proxy. CS China will distribute to such shareholders its proxy statement with respect to the matters to be addressed at the extraordinary general meeting in sufficient time to meet all applicable legal requirements.

Ensuring Your Vote is Counted

CS China advises holders of its securities to move these securities into accounts which do not permit the lending of securities, so called cash accounts or segregated accounts, and out of accounts that permit the lending of securities, such as margin accounts. These steps are designed to ensure that votes related to common stock beneficially owned by shareholders are properly counted. Beneficial owners of common stock that have been lent out (either with or without the beneficial owners' knowledge) are not permitted to vote those shares.

About CS China Acquisition Corp.

CS China Acquisition Corp. is a specified purpose acquisition company ("SPAC") organized as a corporation under the laws of the Cayman Islands and does not have significant operations. It was organized to acquire an operating business with principal operations located in Greater China through a share exchange, asset acquisition, or other similar business combination. In August 2008, it consummated its initial public offering from which it derived gross proceeds of US$ 32 million, including proceeds from the exercise of the underwriters' over-allotment option. The net proceeds of the IPO were deposited in a trust account and such funds and a portion of the interest earned thereon will be released only upon the consummation of the business combination or to holders of CS China's common stock in connection with its liquidation and dissolution. CS China is a "foreign private issuer" under the US federal securities laws.

About Asia Gaming & Resort, Ltd.

AGRL is an investment holding company. The principal business activities of its wholly owned subsidiaries are to hold Profit Agreements with VIP Room gaming promoter companies ("Promoters") and to receive 100% of the profit streams from the Promoters. The Promoters currently participate in the promotion of two major luxury VIP gaming facilities ("VIP rooms") in Macau, China, the largest gaming market in the world. One of the Macau VIP rooms is located at the top-tier MGM Grand Macau Casino in downtown Macau and is operated by the MGM Grand Paradise S.A. Another Macau VIP gaming facility is operated by Galaxy Casino, S.A. and is located in the luxury 5-star hotel, the Star World Hotel & Casino in downtown Macau. In addition, the Promoters plan to promote the first luxury VIP room in Jeju Island in South Korea, which will offer Macau-style gaming, and have concluded a favorable trial operation there.

Safe Harbor

This press release includes "forward-looking statements" within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.

Additional information concerning these and other risk factors is contained in CS China's most recent filings with the Securities and Exchange Commission ("SEC"). All subsequent written and oral forward-looking statements concerning CS China and AGRL, the contemplated transactions or other matters and attributable to CS China and AGRL or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. CS China and AGRL caution readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. CS China and AGRL do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.

Additional Information

CS China has intends to mail a definitive proxy statement and other relevant documents to CS China shareholders. Shareholders of CS China and other interested persons are advised to read when available, the definitive proxy statement in connection with solicitation of proxies for the extraordinary general meeting of CS China's shareholders to be held to approve the transaction because the proxy statement will contain important information about CS China, AGRL and the proposed transaction. Such persons can also read CS China's final prospectus from its initial public offering dated August 11, 2008, its annual report on form 10-K for the fiscal year ended July 31, 2009, which was filed with the SEC on November 13, 2009, and other reports as filed with the SEC, for a description of the security holdings of CS China's officers and directors and their affiliates and their other respective interests in the successful consummation of the proposed transaction. The definitive proxy statement will be mailed to shareholders as of the close of business on January 13, 2010. Shareholders will also be able to obtain, when available, a copy of the definitive proxy statement, without charge, at the SEC's Internet site at or by directing a request to: CS China Acquisition Corp., Room 1708 Dominion Centre, 43-59 Queen's Road, Wanchai, Hong Kong, Telephone 646-383-4832.

Participation and Interests in Solicitation

CS China, AGRL and their respective directors, executive officers, affiliates and other persons may be deemed to be participants in the solicitation of proxies for the extraordinary general meeting of CS China's shareholders to approve the proposed transaction. Upon consummation of the acquisition, the underwriters in CS China's initial public offering will be entitled to receive a certain amount of deferred underwriting commissions. If the acquisition is not consummated and CS China is required to be liquidated, the underwriters will not receive any of such funds and such funds will be returned to CS China's public shareholders upon its liquidation. CS China's shareholders may obtain additional information about the interests of such individuals and entities in the transaction by reading the proxy statement and other relevant materials filed by CS China with the SEC.


This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of CS China or AGRL, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

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