CY ORIENTAL HOLDINGS LTD. ("CYO")
[formerly MVS Capital Corp. ("MVS.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Amalgamation, Name Change and Consolidation, Resume Trading
BULLETIN DATE: February 23, 2007
TSX Venture Tier 1 Company
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Amended and Restated Filing Statement dated February 6, 2007. As a result, at the opening on February 26, 2007, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
1. An Amalgamation Agreement dated November 2, 2006 between the Issuer, CY Oriental Holdings Ltd. ("CY Oriental"), and CY Oriental Garments Inc. a wholly-owned subsidiary of the Issuer, ("MVS Subco"), whereby MVS Subco will amalgamate with CY Oriental to form Amalco, and Amalco will be the operating subsidiary of the Issuer;
2. The issuance of 45,741,644 shares and 7,489,917 warrants of the Issuer to the shareholders and warrantholders of CY Oriental in connection with the amalgamation;
3. A distribution of cash to the shareholders of the Issuer on a pre-amalgamation basis of $662,400;
4. A consolidation of the Issuer's shares on a 5 old for 1 new basis;
5. A financing of $17,500,000 (the "CY Oriental Financing") which was completed prior to the amalgamation which effectively resulted in the issuance of 13,999,976 units of the Issuer at $1.25 per unit, each unit comprised of one share and one-half warrant (for a total of 13,999,976 shares and 6,999,919 warrants). Each warrant is exercisable for a period of 24 months at $1.60 per share;
6. The grant of an aggregate of 979,996 Agents' Compensation Options (comprised of one common share and one-half warrant) on a post-transaction basis;
7. Miscellaneous Amendments to the existing options granted under the 2006 Stock Option Plan; and
8. The issuance of 1,465,000 stock options with an exercise price of $1.25
Name Change and Consolidation
Pursuant to a resolution passed by shareholders, the Company has consolidated its capital on a 5 old for 1 new basis. Effective at the open, February 26, 2007, the common shares of CY Oriental Holdings Ltd. will commence trading on TSX Venture Exchange and the common shares of MVS Capital Corp. will be delisted.
Post-Consolidation
Capitalization: Unlimited shares with no par value of which
46,845,668 shares are issued and outstanding
Escrow: 31,991,668
Transfer Agent: Pacific Corporate Trust Company
Trading Symbol: CYO (new)
CUSIP Number: 12673V 10 2 (new)
Resume Trading
Effective at the open, February 26, 2007, trading in the shares of the Company will resume trading.
The Company is classified as a "Clothing Manufacturing" company.
Company Contact: John Yuan
Company Address: 1030 - 200 Granville Street
Vancouver, BC V6C 1S4
Company Phone Number: 604-633-9833
Company Fax Number: 604-357-1544
E-mail Address: john@sh-maoyuan.com
TSX-X
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