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Dynasty Gaming Inc. Announces Share Exchange Agreement to Acquire All Outstanding Securities of Silva Ford Technology Limited and BaiYou Digital Technology Company Limited
Thursday, August 28, 2008 12:05 AM
Dynasty Gaming Inc. Announces Share Exchange Agreement to Acquire All
Outstanding Securities of Silva Ford Technology Limited and BaiYou Digital Technology Company Limited
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply with this restriction may constitute a violation of U.S. Securities laws. The securities mentioned herein have not been registered under the U.S. Securities Act of 1933, as amended
Montreal, Quebec CANADA, August 27, 2008 /FSC/ - Jeux Dynasty Inc. (DNYFF - OTCBB, DNY - TSX Venture), ("Dynasty") is pleased to announce that it has entered into a share exchange agreement with Sky Gain Holdings Limited ("Sky Gain") dated August 20, 2008 (the "Share Exchange Agreement"), whereby Dynasty has agreed to acquire (the "Proposed Acquisition") all of the issued and outstanding securities of Silva Ford Technology Limited ("Silva Ford") and BaiYou Digital Technology Company Limited ("BaiYou HK"), two wholly-owned subsidiaries of Sky Gain, a corporation incorporated under the laws of the British Virgin Islands and controlled by Dr. Wilson Cho, such that Silva Ford and BaiYou HK will become wholly owned subsidiaries of Dynasty upon the closing of the Proposed Acquisition. The Proposed Acquisition was negotiated at arm's length. This agreement follows a revision of the transaction structure announced earlier by Dynasty in December 2007 and March 2008.
Silva Ford is a private corporation incorporated under the laws of the British Virgin Islands. A holding company, Silva Ford owns a private company, East Wealth Technology Limited ("East Wealth"), which was incorporated in Hong Kong on December 13, 2007. East Wealth in turn owns a 70% interest in Beijing Baihui Digital Stars Technology Co., Ltd. ("Baihui Technology"), a leading Chinese online software distributor. Baihui Technology is a private company incorporated in the People's Republic of China ("PRC").
BaiYou HK is a private corporation incorporated under the laws of Hong Kong. BaiYou HK owns a wholly-foreign-owned enterprise ("WFOE") registered in Hangzhou, Baiyou Digital Technology (Hangzhou) Co., Ltd. ("Baiyou Hangzhou"), which was incorporated under the laws of the PRC on June 6, 2008. Baiyou Hangzhou has entered into Two-Party Agreements with each of Guangzhou Xinfanlian Digital Technology Co. Ltd. ("Guangzhou Xinfanlian") and Guanzhou GameOcean Digital Network Co. Ltd. ("Guangzhou GameOcean"), which govern the businesses related to the distribution of prepaid game cards and the development and operation of online games. Guangzhou Xinfanlian and Guangzhou GameOcean are private companies incorporated in the PRC.
Prior to the Proposed Acquisition, Dynasty, through its operating subsidiaries, has been engaged in the development and marketing of mahjong gaming software. The acquisition of Baiyou HK and Silva Ford is intended to be Dynasty's first step toward realizing, what it believes, are the significant strategic opportunities and economic benefits associated with a more comprehensive e-commerce distribution strategy in the PRC.
Financial Information Highlights
For the financial year ended December 31, 2007, the total assets of Baihui Technology, which is controlled indirectly by Silva Ford, were $6,389,014, total liabilities were $4,575,163 and shareholder's equity was $1,813,851. During the financial year ended December 31, 2007, Baihui Technology had revenue of $17,860,119 and net comprehensive income of $1,507,822 (after foreign exchange adjustment). For the first quarter ended March 31, 2008, the total assets were $7,765,057, the total liabilities were $5,518,614 and shareholder's equity was $2,246,443. The net comprehensive income was $911,171 (after foreign exchange adjustment) on revenue of $6,263,013.
Under the Two-Party Agreement entered between Baiyou Hangzhou and Guangzhou GameOcean, Baiyou Hangzhou has control over the equity and business of Guangzhou GameOcean which in turn enables it to consolidate 100% of Guangzhou GameOcean's results into Baiyou Hangzhou and BaiYou HK. For the 7-month period ended December 31, 2007, the total assets of Guangzhou GameOcean were $1,366,737, total liabilities were $566,205, minority interest was $27,060 and shareholder's equity was $773,472. During the 7-month period ended December 31, 2007, Guangzhou GameOcean had revenue of $7,782 and net comprehensive loss of $653,178 (after foreign exchange adjustment). For the first quarter ended March 31, 2008, the total assets were $2,044,511, the total liabilities were $1,694,768, minority interest was $56,999 and shareholder's equity was $292,744. The net comprehensive loss was $480,928 (after foreign exchange adjustment) on revenue of $13,331. |
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发表于 2008-8-28 19:32
