CHRM this in my email today as well.
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From: TheCopperWire <TheCopperWire-owner@listbot.com>
Delivered-To: mailing list TheCopperWire@listbot.com
Subject: [TheCopperWire] Company profile CHRM
S.W. Lam, Inc.
Ticker symbol: CHRM
Outstanding shares: approximately 12.8 million
Float:approximately 1.9 million
Recent announcements:
TheSubWay.com recently gave CHRM a 16 dollar short term target. In a PR
dated March 22, 2000.
Company profile:
S.W. Lam, Inc. (the "Company"), a Nevada corporation, through
its subsidiaries, is engaged in the design, manufacturing and marketing
of a broad range of gold products, other precious metal products and
jewelry products to customers in Hong Kong, the People's Republic of
China (the "PRC" or "China") and other parts of the world. The Company's
operations are located in Hong Kong and the PRC.
History and Development of the Company
The Company's business began with the formation in the 1980's of
an unincorporated sole proprietorship by Lam Sai Wing ("Mr. Lam") to
manufacture and market jewelry. Subsequently, in 1988, Hang Fung
Jewellery Company, a sole proprietorship formed by Mr. Lam, established a
modern manufacturing facility in Shenzhen, the PRC (the "Shenzhen
Facility"). In 1994, Hang Fung Jewellery Company Limited, a
limited company formed by Mr. Lam, entered into a sino-foreign
joint venture to manufacture and market jewelry at facilities in
Beijing, the PRC (the "Beijing Facility").
In April 1994, Mr. Lam incorporated Macadam Profits Limited
("Macadam"), Priestgill Limited ("Priestgill") and Soycue Limited
("Soycue") in the British Virgin Islands. Whilst Soycue engaged in
the jewelry manufacturing and distribution business, Macadam and
Priestgill remained inactive since the date of their incorporation. In
November 1994, Mr. Lam incorporated Hang Fung Jewellery Company
Limited ("Hang Fung Jewellery") in Hong Kong and transferred operations
of the Shenzhen Facility to Hang Fung Jewellery. Certain other
operations previously conducted by Mr. Lam were also transferred to
Hang Fung Jewellery in September 1995. Effective April 1996, Mr.
Lam transferred operations of Soycue to Hang Fung Jewellery and ceased
operations of Soycue, which has since remained dormant. In December
1996, Mr. Lam and his wife, Chan Yam Fai, Jane ("Ms. Chan")
transferred ownership of Hang Fung Jewellery, Macadam, Priestgill,
Soycue and Kai Hang Jewellery Company Limited ("Kai Hang Jewellery"), a
Hong Kong corporation engaged in jewelry marketing owned by Mr. Lam and
Ms. Chan, to Quality Prince Limited ("Quality Prince"), a holding
company organized in the British Virgin Islands and also owned by Mr.
Lam and Ms. Chan. (Hang Fung Jewellery, Kai Hang Jewellery, Macadam,
Priestgill, Quality Prince and Soycue are collectively referred to herein
as the "Hang Fung Group").
In December of 1996, Quality Prince completed a "reverse acquisition"
with S.W. Lam, Inc. pursuant to which the companies comprising the Hang
Fung Group, representing all of the jewelry manufacturing and
marketing operations controlled by Mr. Lam and Ms. Chan, became
wholly owned subsidiaries of the Company. S.W. Lam, Inc. was originally
incorporated in the State of Tennessee under the name New Wine, Inc.
("New Wine"). New Wine was formed in April of 1994 to develop, finance
and produce record albums, cassette tapes and compact discsand videotape
and television productions for domestic distribution and foreign
licensing; to operate a music publishing firm; and, to engage generally
in the business of providing personal business management services for
professional entertainers. New Wine completed an offering of common
stock in September of 1995 selling 225,000 shares for $45,000
pursuant to Rule 504 under the Securities Act of 1933, as amended
(the "Act"). The operations of New Wine proved unsuccessful and were
discontinued and New Wine began efforts to acquire or combine with an
operating business. Pursuant to discussions with the shareholders of
Quality Prince, New Wine reincorporated in the state of Nevada and
changed its name to S.W. Lam, Inc. in October of 1996. In December of
1996, New Wine entered into an agreement with the shareholders of
Quality Prince pursuant to which New Wine agreed to issue 10,500,000
shares of common stock and 100,000 shares of Series A Preferred Stock in
exchange for 100% of the issued and outstanding shares of Quality
Prince (the "Exchange"). Following the Exchange, management of the
Hang Fung Group assumed control of management of the Company and the
Company, through its subsidiaries, the Hang Fung Group, continued
the operations of the Hang Fung Group. In December of 1997, Quality
Prince incorporated Hang Fung Gold Technology Limited ("Hang Fung
Gold") in Bermuda. Hang Fung Gold remained inactive until February 1999.
In May of 1997, Quality Prince entered into an agreement with
Phenomenal Limited ("Phenomenal"), an unaffiliated third party,
pursuant to which Phenomenal loaned to Quality Prince $10,000,000
and Quality Prince issued to Phenomenal a convertible promissory note (the
"Note"). The Note bore interest at 3% per month, and was repayable in a
lump sum payment on March 20, 1998. As one of the conditions for the
lending, the Company issued a non-detachable warrant (the "Warrant") to
Phenomenal to subscribe for 5,263,158 shares of common stock of the
Company at an exercise price of $2.19 per share. The Note was secured by
personal guarantees provided by Mr. Lam and Ms. Chan and the 53.9%
equity interest in the Company owned by Mr. Lam and Ms. Chan. In
accordance with the term of the agreement, the Warrant expired in May
1998.
On June 4, 1998, Phenomenal agreed to extend the maturity date of the
Note from March 20, 1998 to June 4, 1998, and waive its entitlement
to interest accrued under the Note during the period from May 20, 1997
(date of issue of the Note) to June 4, 1998. Also, the Company and
Phenomenal agreed to restructure and capitalize the Note into redeemable
preferred stock of Hang Fung Jewellery. As a result, on June 30, 1998,
Hang Fung Jewellery issued 5,263,788 shares of redeemable preferred
stock (the "Preferred Stock") at approximately $1.90 per share to
Phenomenal in replacement of the Note. Under the revised agreement,
Phenomenal was required to redeem the Preferred Stock and to
subscribe for common stock of Hang Fung Gold upon satisfaction of
certain conditions. Alternatively, Phenomenal had an option to require
Hang Fung Jewellery to redeem the Preferred Stock at a redemption amount
as determined in accordance with a pre-determined formula, or require
Mr. Lam and Ms. Chan to purchase the Preferred Stock held by
Phenomenal in case Hang Fung Jewellery defaulted in redeeming the
Preferred Stock.
Pursuant to the revised agreement with Phenomenal, in February of 1999,
the Hang Fung Group effected a corporate reorganization (the "Group
Reorganization") with Hang Fung Gold becoming a holding company,
excluding Quality Prince, for the Hang Fung Group and Phenomenal's
investment being converted into common stock in Hang Fung Gold.
Immediately prior to the conversion, dividends on the Preferred Stock in
the amount of $1,849,000 were paid. The dividend paid on the Preferred
Stock was included, in whole, in the minority interest in the
Company's consolidated statement of operations for fiscal 1999.
Immediately following the restructuring of the Hang Fung Group, Hang Fung
Gold completed an offering of shares in Hong Kong raising approximately
HK$59,000,000 (the "Hong Kong Offering") and the shares of Hang Fung
Gold were listed on the Stock Exchange of Hong Kong Limited (the "Hong
Kong Exchange"). Trading of shares of Hang Fung Gold on the Hong Kong
Exchange commenced on March 16, 1999.
Following the Group Reorganization and Hong Kong Offering, the
Company holds, through Quality Prince, 53.145% of the issued capital
stock of Hang Fun Gold, whereas Phenomenal holds 21.855% of the issued
capital stock and the investing public holds the remaining 25% of the
issued capital stock of Hang Fung Gold.
The Company currently maintains a team of approximately 10 qualified
and experienced staff in its in-house product design and development
division in its Hong Kong office. The Company has been a pioneer in
the introduction of innovative product designs as well as in the
development of new production technology in the gold product industry.
The product design and development division continuously monitors
market trends and consumer preferences and participates in jewelry
fairs, exhibitions and competitions to stimulate new ideas. Employees
are also encouraged to attend relevant courses and workshops paid for
the Company to strengthen their knowledge of production technology for
gold products. The product design and development division currently
creates over 2,000 new product designs on an annual basis.
In order to maintain its competitiveness in the gold product market,
the Company constantly introduces new products. Beginning in 1991,
the Company introduced fine gold ornaments such as gold memento
cards, key chains and electroformed products to the market. Some of
the products of the Company are also designed to suit different
geographical market needs. For example, the Chinese twelve signs of
the zodiac ornaments and buddha figurines are in high demand in the PRC
and other countries in the Asia Pacific region while cartoon characters
and innovative jewelry items are in high demand in Europe and the US.
Purchasing
The primary raw material in the manufacture and assembly of the
Company's products is gold bullion. For the year ended March 31, 1999,
the cost of gold bullion accounted for approximately 80% of the Company's
total purchases.
*The CHRM company profile was provided to us courtesy of TheSubWay.com.
You can visit them at www.thesubway.com.
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