Greater China Capital Inc.
TSX VENTURE : GCA.P

September 16, 2011 15:03 ET

Greater China Capital Inc. Announces That it Will Not Proceed With Qualifying Transaction With Tiandi (Hong Kong) Energy Technology Co., Limited

TORONTO, ONTARIO--(Marketwire - Sept. 16, 2011) -

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO SELL ANY OF THE SECURITIES DESCRIBED HEREIN IN THE UNITED STATES.

Greater China Capital Inc. ("Greater China") (TSX VENTURE:GCA.P), a capital pool company listed on the TSX Venture Exchange Inc. (the "Exchange"), regrets to announce that it was unable to complete the proposed acquisition (the "Proposed Transaction") of Tiandi (Hong Kong) Energy Technology Co., Limited ("TET"), as previously announced in Greater China's July 20, 2010 news release. TET, Greater China, all of the existing shareholders of TET and TET's wholly owned subsidiary Zhejiang EGE Battery Manufacture Co. Ltd. ("EGE") had executed a securities exchange agreement (the "Securities Exchange Agreement") dated as of March 22, 2011, to document the Proposed Transaction amongst the parties.

The Proposed Transaction was intended to constitute Greater China's "Qualifying Transaction" (as such term is defined in the Exchange's Policy 2.4). It was expected that the combined entity after completion of the Proposed Transaction would qualify as a Tier 1 Technology/Industrial Issuer pursuant to the policies of the Exchange (the "Exchanges Policies"). Greater China, had filed, and obtained a receipt dated June 17, 2011 for, a prospectus (the "Prospectus"), in which Greater China sought to raise gross proceeds of a minimum of $9 million and a maximum of $13.3 million in a brokered "best efforts" prospectus offering (the "Offering"). The Offering consisted of a minimum of 1,000,000 up to a maximum of 1,200,000 Common Shares of Greater China at a price of $1.50 (which assumed the consolidation of Greater China's presently issued and outstanding common shares on the basis of one (1) new Common Share for each six (6) existing common shares, and the change of name to "EGE Battery Corp.", as set out in Greater China's press release dated February 14, 2011, and which equates to a pre-consolidation price of $0.25 per Common Share) (the "QT Common Shares") for aggregate gross proceeds of a minimum of $1.5 million and a maximum of $1.8 million. As well, under the Offering, Greater China proposed to issue a minimum of 1,500 and up to a maximum of 2,300 $5,000 principal amount of 3 year 10% unsecured convertible debentures ("Debentures") for aggregate gross proceeds of a minimum of $7.5 million and a maximum of $11.5 million.

Under securities laws, Greater China had 90 days from the date of the receipt for the Prospectus to complete the Offering. The completion of the Offering was conditional upon the contemporaneous closing of the Proposed Transaction and the subsequent listing of Greater China's QT Common Shares on the Exchange, all of which were subject to the approval of the Exchange. As at the close of business on September 14, 2011, Greater China had raised at least $10,276,000 from over 150 investors pursuant to the Offering, and as such had met the minimum proceeds required to complete the Offering.

The Exchange had provided its conditional approval to the Offering, the Proposed Transaction and the subsequent listing of Greater China's QT Common Shares, provided that the closing occurred prior to July 31, 2011. Although Greater China sought the Exchange's consent to the extension of time pursuant to which Greater China could complete the Offering, the Proposed Transaction and the listing of Greater China's QT Common Shares, the Exchange did not grant the consent.

As a result of Greater China's failure to obtain Regulatory Approval (as such capitalized term is defined in the Securities Exchange Agreement), thereby listing of Greater China's QT Common Shares on the Exchange, the Securities Exchange Agreement was terminated, with the result that Greater China was unable to complete the Proposed Transaction and the Offering. Greater China is returning all of the monies it raised pursuant to the Offering to investors without interest or deduction. Greater China had not provided any loans to TET; however, it was a condition of the Securities Exchange Agreement that Greater China pay for all fees and expenses associated with the Proposed Transaction. Greater China has expended approximately between $900,000 to $1,000,000 of the $1,300,000 proceeds raised from its CPC prospectus in trying to complete the Offering, the Proposed Transaction and the subsequent listing of Greater China's QT Common Shares on the Exchange.

Based on its discussions with the Exchange, Greater China understood that:

  • the "landscape" involving the listing of emerging market companies has changed as a result of recent market events, the details of which are well known

  • the Exchange's concerns have nothing to do with the specifics of Greater China's Proposed Transaction with TET

  • nothing has come to the attention of the Exchange that would cause the Exchange to believe that Greater China's Proposed Transaction with TET is not a legitimate transaction or that TET is not a legitimate business

  • the Exchange did not state that it would not list Greater China's Common Shares subsequent to the completion of the Offering and Proposed Transaction but only that it could not do so within the time required by Greater China pursuant to the Offering i.e. before September 15, 2011

  • the Exchange is presently clarifying its policies as to how it will assess qualifying transactions involving emerging market companies

  • in respect of Greater China's Proposed Transaction, the Exchange wanted to conduct additional due and ask further questions but could not complete this before September 15, 2011 (the "Additional Due Diligence")

Greater China responded to all of the Additional Due Diligence questions raised to date by the Exchange. While Greater China understands the Exchange's concerns generally with regard to the "changed landscape", Greater China believes that it was patently unfair for the Exchange not to grandfather Greater China's Proposed Transaction under the Exchange's existing policies. Further, based on the information it has received from the various professionals involved in the Proposed Transaction, Greater China's board of directors strongly believes that it had strictly complied with the existing rules and regulations of both securities legislation in those provinces in which the Offering was being made, as well as the Exchange's Policies, especially in view of the fact that Greater China qualified the Proposed Transaction and the Offering by filing and obtaining a receipt for a Prospectus.

Given Greater China's inability to complete the Offering and the Proposed Transaction, Greater China may seek an extension of time from the Exchange within which it must complete its qualifying transaction. Further, Greater China's board of directors will be pursuing new opportunities to present to the Exchange and to its shareholders which will form the basis of Greater China's qualifying transaction.

Mr. Paul Lin, Mr. Charles Qin and Mr. William Thomson will remain as the existing directors of Greater China. Further, Mr. Charles Qin will remain as President, CEO and CFO of Greater China.

Greater China has applied to the Exchange for the reinstatement of trading of Greater China's common shares. Greater China expects such reinstatement will occur shortly. The Exchange will issue a bulletin prior to the commencement of such trading.

READER ADVISORY

All information contained in this news release with respect to Greater China and TET was supplied by Greater China and TET, respectively, for inclusion herein, and Greater China and its directors and officers have relied on TET for any information concerning them.

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

Contact Information

  • Greater China Capital Inc.
    Charles Qin, President,
    Chief Executive Officer and Chief Financial Officer
    (905) 604-2351
    (905) 604-2391 (FAX)