Copy of post by funincolo - 5/19/2000
On April 27, 2000, Hartcourt signed a Stock Purchase Agreement Term Sheet with a third party to form a new entity of which Hartcourt desires to purchase fifty-one percent (51%) of the outstanding shares of the capital stock and the third party agrees to retain the remaining forty-nine percent (49%) of the outstanding shares. The third party being the sole owner all of rights, title and interest in an operating company desires to contribute fifty-one percent (51%) of its share to the new entity. The transaction is to close no later than 45 days following the execution of this Agreement during which time all due diligence shall be completed, which includes evaluation of the third party and the operating company by Morgan Stanley, a legal opinion of counsel as to the acceptability of the proposed structure of Hartcourt's acquisition of fifty-one percent (51%) of new entity, financial reviews, et al. The purchase price shall be not less than US$50,000,000 in cash and not exceeding US$76,000,000(including US$50,000,000 in cash together with marketable shares of up to US$26,000,000 in value). The terms of the Agreement required: a) Hartcourt to deposit $10,000,000 in an escrow account no later than April 28, 2000 upon complete execution of the Agreement; b) upon completion of all of its due diligence, including evaluation by Morgan Stanley and confirmation by legal counsel as to acceptable structure, Hartcourt shall deposit such additional funds as shall be determined as required in conformity with the value established by Morgan Stanley. On April 28, 2000, Hartcourt entered into an agreement with another third party who opened the escrow and deposited $10,000,000 on behalf of Hartcourt. Hartcourt is currently performing its due diligence and expects to complete the transaction.
Sinobull.Com Inc. ("Sinobull") - On May 1, 2000, Hartcourt and Sinobull entered into an Exchange Agreement and agreed to exchange shares of interests Hartcourt has in certain related businesses for Sinobull common stock. The terms of Agreement required Sinobull to exchange forty-eight (48%) percent of its common stock (par value @ $1.00) for all of Hartcourt's ownership interests in the following companies: a) 58.53% of Financial Telecom Limited; 50% of Beijing UAC Stock Exchange Online Co Ltd.; c) 40% of Shandi; d) 50% of StreamingAsia; and e) 50% of GuoMao. The Agreement required Sinobull to form an eleven (11) member Board of Directors group with Hartcourt to appoint six (6) members and Sinobull to appoint five (5) members. The transaction closed on May 1, 2000 and as a result of this restructure, Sinobull became an investment holding company. Hartcourt is currently reviewing the structure of operations of Sinobull under the laws of China and Hong Kong and proposes to finalize the structure by the end of June 2000.
Hartcourt's partners in the above mentioned joint ventures are expecting Hartcourt to provide two key elements in these joint ventures: Internet technology and investment capital. Hartcourt management, which has recently hired individuals with extensive experience and expertise in relevant industry sectors, intends to provide Internet technology by merging with or acquiring companies already active in these businesses. On the financial side, Hartcourt plans to raise substantial funds necessary to carry out the plans of its venture partners by selling its own common shares to selected investors/partners and bringing in partners whose contributions to each joint venture will include the necessary cash contributions. |
