News Feed Item

Hanfeng Evergreen Inc. Announces Sale of Its Heilongjiang Subsidiary and Intention to Appoint Receiver to Assist in Distribution of Available Cash and Winding-Up

TORONTO, ONTARIO -- (Marketwired) -- 08/08/14 -- Hanfeng Evergreen Inc. ("Hanfeng" or the "Company") (TSX:HF) announced today that it has agreed to sell all of the shares of its wholly-owned subsidiary Hanfeng Slow-Release Fertizilier (Heilongjiang) Co., Ltd. ("HSRF") to Heilongjiang Pengcheng Fertilizer Co., Ltd. (the "Purchaser"), an arm's length third party, for consideration of RMB 248,000,000 (approximately C$44 million) (the "Transaction"). The Company also announced that it intends to apply to the Ontario Superior Court of Justice for approval of the Transaction and to appoint a receiver and manager over its assets who will be responsible for collecting the purchase price under the Transaction, running a claims process and distributing the remaining proceeds of the Company following the payment of all expenses and allowed claims.

In accordance with the terms of the definitive agreement governing the Transaction, RMB 12,400,000 (approximately C$2.2 million) will be paid by the Purchaser in cash by August 19, 2014, RMB 37,200,000 (approximately C$6.6 million) will be paid by the Purchaser in cash within ten business days of the date of approval of the sale by the court and the remaining RMB 198,400,000 (approximately C$35.2 million) will be paid by the Purchaser within ten business days of the transfer of the shares having been properly registered with the applicable regulatory authorities and becoming effective in accordance with Chinese law. Of the final payment, RMB 49,600,000 (approximately C$8.8 million) will be paid by the Purchaser in the form of an assignable promissory note which will be due and payable one year after the date of its issuance and the remaining RMB 148,800,000 (approximately C$26.4 million) will be paid by the Purchaser in cash.

Mr. Xinduo Yu, the President and Chief Executive Officer of the Company and the holder, together with certain entities related to him, of approximately 20.4% of the outstanding shares of the Company, has agreed with the Company that, upon the winding-up of the Company, he shall accept the assignment of the promissory note issued by the Purchaser in lieu of amounts owing by the Company to him and his related entities as shareholders and creditor. The Company currently owes Mr. Yu approximately C$2.216 million for, among other things, advances made by Mr. Yu to the Company. Following the assignment of the promissory note to Mr. Yu, Mr. Yu shall be solely responsible for any indemnity obligations owing to the Purchaser pursuant to the Transaction.

In connection with the Transaction, Deloitte LLP has provided an opinion to the board of directors of Hanfeng to the effect that, as of August 7, 2014 and based upon and subject to the assumptions, limitations and qualifications contained therein, the Transaction is fair, from a financial point of view, to Hanfeng. In rendering its opinion with respect to fairness of the Transaction, Deloitte took a liquidation approach to its analysis and assumed that the business of HSRF was no longer viable on a going concern basis. Based upon and subject to the assumptions, limitations and qualifications contained in the opinion, Deloitte LLP determined the fair market value of the HSRF shares to be approximately RMB 205 million (equivalent to C$36.3 million) as at August 7, 2014.

Subject to court approval of the Transaction, the Transaction is expected to close by early October.

As noted above, the board of directors of the Company has approved an application by the Company to the Ontario Superior Court of Justice for an order appointing Ernst & Young Inc. ("E&Y") as receiver and manager over all of the assets of Hanfeng and for court approval of the Transaction. The application is currently scheduled to be heard on August 15, 2014 at the courthouse located at 330 University Avenue, 8th Floor in Toronto, Ontario.

As a result of factors including the deteriorating financial position of the Company, the lack of viable alternatives available to the Company, the current state of affairs of the Company's Heilongjiang subsidiary (including the loss HSRF's most significant customer), the Company's inability to retain an auditor and to file financial statements as required under applicable Canadian securities laws, the Company's de-listing from the Toronto Stock Exchange and the continuing cease trade orders on the Company's common shares issued by Canadian securities regulatory authorities, the board of directors of the Company believes that the Transaction and the appointment of E&Y as receiver and manager of the Company is in the best interests of the Company and its stakeholders.

E&Y is expected to undertake an orderly resolution of any claims against the Company and a subsequent wind-up of the Company including the distribution of the remaining proceeds of the Company following the payment of all expenses and allowed claims.

In light of the foregoing, each of Hanfeng's directors will be tendering his or her resignation as a director, such resignations to be effective upon the issuance of an order by the court appointing E&Y as receiver and manager of Hanfeng.

The Company also announced today that on August 5, 2014, it received the final payment of US$3.39 million from the previously announced sale of its Jiangsu subsidiary.

Forward-Looking Statements

This news release contains forward-looking statements. These forward-looking statements relate to future events, performance and results, and reflect management's expectations or beliefs regarding future events, including business and economic conditions and the Company's growth, results of operations, performance and business prospects and opportunities. Forward-looking information is typically identified by words such as "anticipate", "believe", "foresee", "expect", "estimate", "forecast", "goal", "intend", "plan", "seek", "strive", "will", "may", "should", "could" and similar expressions.

The forward-looking statements contained herein entail various risks and uncertainties. A number of factors could cause actual events, performance or results to vary from those reflected in these forward looking statements. Risks and uncertainties about the Company's business are more fully discussed in the Company's disclosure materials, including its annual information form and MD&A, filed with the securities regulatory authorities in Canada and available under the Company's profile on www.sedar.com. Additional important factors that could cause actual results to differ materially include, but are not limited to, the ability of the Company to preserve or monetize its working capital, the ability of the Company to attract and retain customers, the ability of the Company to appoint directors and representatives of its subsidiaries in China and elsewhere, delays in financial reporting, the ability of the Company to raise capital if and when required, foreign exchange fluctuations and controls, general economic conditions, market and business conditions, regulatory developments, changes in government policy, employee actions (including strikes or work stoppages), environmental factors including weather conditions and the impacts from regional flooding and/or drought conditions, and litigation. In evaluating forward-looking information, readers should specifically consider the factors that may cause actual results to vary. Forward-looking statements are not guarantees of future performance.

In light of the significant uncertainties inherent in the forward-looking statements included herein, any such forward-looking statements should not be regarded as representations by the Company that its respective objectives or plans will be achieved. Investors are cautioned not to place undue reliance on any forward-looking statements contained herein. Forward-looking statements are based on, and included for the purpose of providing information about, the Company's current expectations, beliefs and plans relating to the future which are based on the Company's perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances including, but not limited to, assumptions that are stated or inherent in such forward looking statements, the assumptions referred to above, and assumptions regarding revenue growth and operating efficiencies, the ability of the Company to address regulatory concerns and the ability of the Purchaser to make timely payments and the completion of all registrations. Readers are cautioned that such information may not be appropriate for other purposes. In addition, these forward-looking statements relate to the date on which they are made. While the Company anticipates that subsequent events and developments may cause the Company's views to change, the Company expressly disclaims any intention or obligation to update or revise any forward-looking statements or the foregoing list of factors, whether as a result of new information, future events or otherwise, except to the extent required by law.

Hanfeng Evergreen Inc.
Jonathan Pollack
Lead Director

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
SYS-CON Events announced today that MathFreeOn will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. MathFreeOn is Software as a Service (SaaS) used in Engineering and Math education. Write scripts and solve math problems online. MathFreeOn provides online courses for beginners or amateurs who have difficulties in writing scripts. In accordance with various mathematical topics, there are more tha...
The best way to leverage your Cloud Expo presence as a sponsor and exhibitor is to plan your news announcements around our events. The press covering Cloud Expo and @ThingsExpo will have access to these releases and will amplify your news announcements. More than two dozen Cloud companies either set deals at our shows or have announced their mergers and acquisitions at Cloud Expo. Product announcements during our show provide your company with the most reach through our targeted audiences.
@ThingsExpo has been named the Top 5 Most Influential Internet of Things Brand by Onalytica in the ‘The Internet of Things Landscape 2015: Top 100 Individuals and Brands.' Onalytica analyzed Twitter conversations around the #IoT debate to uncover the most influential brands and individuals driving the conversation. Onalytica captured data from 56,224 users. The PageRank based methodology they use to extract influencers on a particular topic (tweets mentioning #InternetofThings or #IoT in this ...
Traditional on-premises data centers have long been the domain of modern data platforms like Apache Hadoop, meaning companies who build their business on public cloud were challenged to run Big Data processing and analytics at scale. But recent advancements in Hadoop performance, security, and most importantly cloud-native integrations, are giving organizations the ability to truly gain value from all their data. In his session at 19th Cloud Expo, David Tishgart, Director of Product Marketing ...
The Internet of Things will challenge the status quo of how IT and development organizations operate. Or will it? Certainly the fog layer of IoT requires special insights about data ontology, security and transactional integrity. But the developmental challenges are the same: People, Process and Platform and how we integrate our thinking to solve complicated problems. In his session at 19th Cloud Expo, Craig Sproule, CEO of Metavine, will demonstrate how to move beyond today's coding paradigm ...
Although it has gained significant traction in the consumer space, IoT is still in the early stages of adoption in enterprises environments. However, many companies are working on initiatives like Industry 4.0 that includes IoT as one of the key disruptive technologies expected to reshape businesses of tomorrow. The key challenges will be availability, robustness and reliability of networks that connect devices in a business environment. Software Defined Wide Area Network (SD-WAN) is expected to...
SYS-CON Events announced today that StarNet Communications will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. StarNet Communications’ FastX is the industry first cloud-based remote X Windows emulator. Using standard Web browsers (FireFox, Chrome, Safari, etc.) users from around the world gain highly secure access to applications and data hosted on Linux-based servers in a central data center. ...
OnProcess Technology has announced it will be a featured speaker at @ThingsExpo, taking place November 1 - 3, 2016, in Santa Clara, California. Dan Gettens, OnProcess’ Chief Analytics Officer, will discuss how Internet of Things (IoT) data can be leveraged to predict product failures, improve uptime and slash costly inventory stock. @ThingsExpo is an annual gathering of IoT and cloud developers, practitioners and thought-leaders who exchange ideas and insights on topics ranging from Big Data in...
Developing software for the Internet of Things (IoT) comes with its own set of challenges. Security, privacy, and unified standards are a few key issues. In addition, each IoT product is comprised of (at least) three separate application components: the software embedded in the device, the back-end service, and the mobile application for the end user’s controls. Each component is developed by a different team, using different technologies and practices, and deployed to a different stack/target –...
Virgil consists of an open-source encryption library, which implements Cryptographic Message Syntax (CMS) and Elliptic Curve Integrated Encryption Scheme (ECIES) (including RSA schema), a Key Management API, and a cloud-based Key Management Service (Virgil Keys). The Virgil Keys Service consists of a public key service and a private key escrow service. 

SYS-CON Events announced today that CDS Global Cloud, an Infrastructure as a Service provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. CDS Global Cloud is an IaaS (Infrastructure as a Service) provider specializing in solutions for e-commerce, internet gaming, online education and other internet applications. With a growing number of data centers and network points around the world, ...
Big Data has been changing the world. IoT fuels the further transformation recently. How are Big Data and IoT related? In his session at @BigDataExpo, Tony Shan, a renowned visionary and thought leader, will explore the interplay of Big Data and IoT. He will anatomize Big Data and IoT separately in terms of what, which, why, where, when, who, how and how much. He will then analyze the relationship between IoT and Big Data, specifically the drilldown of how the 4Vs of Big Data (Volume, Variety,...
SYS-CON Events announced today that Tintri Inc., a leading producer of VM-aware storage (VAS) for virtualization and cloud environments, will present at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Tintri VM-aware storage is the simplest for virtualized applications and cloud. Organizations including GE, Toyota, United Healthcare, NASA and 6 of the Fortune 15 have said “No to LUNs.” With Tintri they manag...
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at Cloud Expo, Ed Featherston, a director and senior enterprise architect at Collaborative Consulting, will discuss the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
From wearable activity trackers to fantasy e-sports, data and technology are transforming the way athletes train for the game and fans engage with their teams. In his session at @ThingsExpo, will present key data findings from leading sports organizations San Francisco 49ers, Orlando Magic NBA team. By utilizing data analytics these sports orgs have recognized new revenue streams, doubled its fan base and streamlined costs at its stadiums. John Paul is the CEO and Founder of VenueNext. Prior ...