April 02, 2015 13:37 ET

One Heart International Limited Acquires Common Shares and Convertible Debentures of GINSMS Inc.

TORTOLA, BRITISH VIRGIN ISLAND--(Marketwired - April 2, 2015) - One Heart International Limited ("One Heart"), a company controlled by Mr. Yih Hann Lian, announces that it has acquired ownership over 10,307,500 common shares (the "Common Shares") of GINSMS Inc. ("GINSMS") (TSX VENTURE:GOK) 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 One Heart represent 20% of all of the issued and outstanding common shares of GINSMS. As a result of conversion restrictions on the Convertible Debentures, the underlying common shares of GINSMS do not have to be accounted for in the computation of One Heart's securities percentage ownership level.

Immediately after the Transaction, One Heart will have acquired ownership over 10,307,500 common shares of GINSMS representing 20% of all issued and outstanding common shares of GINSMS.

One Heart acquired the Common Shares pursuant to a private agreement entered with Jonathan Lai, Panaco Limited, Royal Link Investment Limited and the Convertible Debentures pursuant to a private agreement entered with Inphosoft Pte. Ltd.

The Common Shares were acquired at a price per share of C$0.15 and the Convertible Debentures were acquired for an aggregate consideration of C$6,255,484.

The Transaction is the first step in a planned four-step transaction. One Heart is now planning to proceed with the following transactions: (i) have Xinhua Holdings Limited ("Xinhua"), a company which securities are listed on the Tokyo Stock Exchange and whose Chief Executive Officer is Mr. Lian, or its subsidiary, purchase from Mr. Jonathan Lai and Panaco Limited their remaining holding of common shares of GINSMS; and (ii) have One Heart transfer the Convertible Debentures and the Common Shares to Xinhua or its subsidary with the expected consequence of having Xinhua becoming 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, One Heart relied on the prospectus exemption contained in Section 2.3 of National Instrument 45-106 - Prospectus and Registration Exemptions. For the acquisition of the Convertible Debentures no prospectus exemption was required.

Contact Information

  • One Heart International Limited
    Yih Hann Lian
    852-3196 3977

    One Heart International Limited
    2nd Floor,
    Abbott Building,
    Road Town,
    Tortola, British Virgin Island