Another blank check company, China Discovery Acquisition Corporation., has filed an F-1. The offering is being underwritten by EarlyBird Capital, Inc. According to the company, its acquisition efforts will be focused on acquiring an operating entity located in China.
China Discovery Acquisition Corporation – STILL IN REGISTRATION
Number of units being offered: 5,000,000
Proposed price per unit: $6.00
Terms of deal: One share of common stock and warrants to purchase two additional shares of common stock at $5.00 per share.
Underwriter: EarlyBird Capital, Inc.
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 6,250,000 (not including 105,000 units to be purchased by certain of the insiders)
Shares to be held by public shareholders: 5,000,000
Shares held by insiders: 1,250,000 (not including 105,000 units to be purchased by certain of the insiders)
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $30 million
Net proceeds to be held in escrow: $28,475,000 (includes $1,250,000 from the sale of units and warrants to certain of the insiders and $300,000 of offering costs deferred by the underwriter). None of the post-offering interest earned on the trust fund balance will be used to finance the search for an acquisition candidate.
Escrowed proceeds per share applicable to future public shareholders: $5.70
Date of IPO: N/A
Date of original filing: February 8, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 1,250,000 shares purchased at $.02 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until one year after the consummation of an acquisition.
Other insider requirements: Certain of the insiders have agreed to purchase 105,000 units and 1,033,334 warrants at $.60 per warrant in a private placement prior to the offering. The total proceeds of $1,250,000 million will be placed into the trust account.
The underwriters have also agreed to defer $300,000 of their fees until the company completes an acquisition.
In the event that the company is liquidated, neither the insiders nor the underwriters will receive any of the escrowed proceeds.
Description of business: We are a Cayman Islands limited life company organized on January 8, 2007 as an exempted company with limited liability. We were formed as a blank check company with the purpose of acquiring, through a stock exchange, asset acquisition or other similar business combination, an operating business, or control of such operating business through contractual arrangements, that has its principal operations located in the People’s Republic of China. Our efforts to identify a prospective target business will not be limited to a particular industry.
Description of principals: Li Wen Shi has been our chairman of the board since our inception. Since February 1983, he has served as vice minister of the Shanghai Ministry of Construction. From April 1998 to October 2003, Mr. Shi was a representative of the 9th National Congress of the People’s Republic of China, a representative of the National Convention of the 14th Communist Party of China, vice president and committee member for the China Construction Industry Association and legal representative and vice director for the Shanghai Construction Industry Association. From July 2000 to July 2002, Mr. Shi was chairman of Hong Kong Construction (Holdings) Limited, a Hong Kong listed construction and real estate company. From January 1994 to January 2003, Mr. Shi was the founder, general manager, director and chief executive officer of the Shanghai Construction Group (SCG), a construction and real estate company. At SCG, Mr. Shi was responsible for the city planning, permitting and construction of 95% of the construction projects in Shanghai, with more then 300 companies under his management. Further, while at SCG, Mr. Shi supervised landmark construction and infrastructure projects in Shanghai including the Jinmao Building, the Oriental Pearl TV Tower, key bridges linking Shanghai Huangpu River and major city subways. Outside of Shanghai, SCG has also constructed key projects in other parts of China including the Guangzhou Bridge, Guangzhou TV Tower and the Beijing National Theatre. Mr. Shi remains as a senior advisor to the Shanghai Construction Company, a Shanghai listed company. From February 1986 to December1993, Mr. Shi was the chief minister for both Shanghai Construction Bureau and the Shanghai Construction Management Bureau, two of the most powerful government entities in Shanghai. In 2001, Mr. Shi authored and published “The History Of Construction In China” and authored “China Construction Quality and Knowledge” in which the title was inscribed by former Chinese President Jiang Zemin and the preface of the book was written by current Chinese premier Wen Jiabao. Mr. Shi received a Bachelor of Civil Engineering with a concentration in project management and construction techniques from Nanjing Institute of Technology (now Southeast University) in Nanjing, China.
Michael Hsu has been our chief executive officer and a member of our board of directors since our inception. Since April 2004, Mr. Hsu has been the chief executive officer of eWings Technologies, Inc., a worldwide provider of products and technology for Speech / Data / Voice convergent applications. Since June 1995, Mr. Hsu has also been the founder and president of Sky Capital Partners, Inc., an investment management and advisory services firm managing three funds principally focused on investments in Greater China. From May 1989 to June 1995, Mr. Hsu was the founder and executive vice president of First Taiwan Investment Banking Group, a private investment firm where he was responsible for equity investments, corporate finance and securities underwriting. From June 1988 to May 1989, Mr. Hsu was an Associate Director at Baring Research Ltd., a subsidiary of Baring Securities Ltd. marketing Euro convertible bonds, mutual funds and stock market research. From September 1987 to June 1988, Mr. Hsu served as an Assistant Vice President at Ta Yeh Securities Investment Consulting Co., Ltd managing mutual fund sales and stock market research. From August 1984 to September 1987, Mr. Hsu was a Manager in the Investment Division of China Development Corporation (CDC), the first and largest investment institution in Taiwan. Mr. Hsu received a B.S. in Industrial Engineering from Tung Hai University in Taiwan and an M.S. in Management Science from the Institute of Management Science at National Chiao Tung University in Taiwan.
Beatrice Hom has been our chief operating officer, chief financial officer and a member of our board of directors since our inception. In September 1999, Ms. Hom founded Voxa, Inc., a California enterprise software and systems integration company and has been the president of Voxa since such date. Since May 2006, Ms. Hom has been the founding member and vice chairperson of Shanghai Yangtze Assets Exchange, a joint venture with YUD Group and Shanghai United Assets Exchange Co. Ltd. providing an internet platform to facilitate merger and acquisition activities. From February 1994 to May 1996, Ms. Hom served as a vice president in the private equity division of Van Kasper & Company, later acquired by First Security Corporation. From June 1992 to February 1994, Ms. Hom served as a vice president at Gruntal & Co., LLC. From February 1998 to September 1999, Ms. Hom served as vice president of Lehman Brothers Inc. in its private equity division. From May 1996 to February 1998, Ms. Hom served as senior vice president of SG Cowen & Co. Ms. Hom received a B.S. in finance and accounting from San Francisco State University.
Wing Yip has been our secretary and a member of our board of directors since our inception. Since November 1999, Mr. Yip has been the co-founder and chief investment officer of DVA Global (and China VCMC), a majority owned investment subsidiary of the Jardine Matheson Group, an Asian-based conglomerate with business interests in the fields of engineering and construction, transport services, motor trading, property, retailing, restaurants, hotels, financial services and insurance broking. From November 1998 to November 1999, Mr. Yip served as a practice director and a financial services leader in the electronic commerce and businesses, financial services and emerging technologies industry groups for the Gartner Group, an IT research and consulting firm. From May 1997 to November 1998, Mr. Yip was the founder of Killary Software Systems, a mainframe software company. From September 1991 to May 1997, Mr. Yip was the chief quantitative analyst and North Asia portfolio analyst at Montgomery Asset Management, a mutual fund company, specializing in proprietary global investment models targeting Taiwan, Korea and China. Mr. Yip received a B.S. with honors in Engineering Systems from the Massachusetts Institute of Technology and has completed graduate courses in Finance at the Sloan School of Management. Mr Yip is a permanent member of the Phi Kappa National Honor Society.
Xiong Yin has been a member of our board of directors since our inception. Mr. Yin has been a partner at Tian Yuan Law Firm in Beijing China since April 2003. From January 2000 to March 2003, Mr. Yin practiced law at Harden & Wells in Beijing. From May 1994 to December 1999, Mr. Yin practiced law at Baker & McKenzie in Chicago representing U.S. clients in China and Chinese clients in the U.S. Mr. Yin is a member of the State Bar of Illinois and also admitted in China. Mr. Yin received a J.D. from the Illinois Institute of Technology College of Law in 1998, a Bachelor of Law degree from Beijing University in 1984, a Master of Law degree from Beijing University in 1987, a Ph.D. in international law from Beijing University in 1989 and an LL.M. degree from Harvard Law School in 1994. Mr. Yin has taught International Law in the Department of Law at Beijing University.
Vincent Shen has been a member of our board of directors since our inception. Mr. Shen has been the managing director of investment banking and the co-head of China investment banking at CLSA Equity Capital Market Limited, a private investment banking firm focused on the Asia-Pacific markets and majority owned by France’s Credit Agricole, since March 2006. From July 2005 to February 2006, Mr. Shen was managing director of New Faith Capital Limited, a private equity and merger and acquisition firm. From April 2004 to May 2005, Mr. Shen was a director and deputy head of China investment banking at Credit Suisse First Boston (Hong Kong) Limited. From April 2000 to March 2004, he was managing director of BOC International, a private investment banking firm. From April 1997 to December 1997, Mr. Shen was an Associate Director in Corporate Finance at BZW Asia Limited. From 1994 to March 1997, Mr. Shen was a vice president in Corporate Finance at Peregrine Capital Limited. From January 1998 to March 2000, he was deputy general manager of the investment banking department of China International Capital Corporation, a private investment banking firm. Mr. Shen received a B.A. from the Beijing Foreign Languages Institute in 1984, a Master of International Law from Beijing University Law School in 1987 and an M.B.A. from Ecole Nationale d’ Administration in Paris in 1991.
SEC filings: sec.gov |
