BEIJING, Feb. 13 /Xinhua-PRNewswire-FirstCall/ -- Smooth Global (China) Holdings, Inc. (OTC Bulletin Board: SMGH) (‘Company’), a leading provider of value-added voice telecommunication services in China, announced today that the Company has signed a letter of intent with Beijing Network Education Union Co. Ltd. (‘BNEU’) to acquire its 100% equity holding in exchange for 14,850,000 shares of common stock of SMGH from the majority shareholders of SMGH (OTC Bulletin Board: SMGH) without dilution.
As of Feb. 13th, SMGH has 38,381,335 outstanding shares, which includes the restricted shares for the BNEU acquisition.
BNEU reported it has an unaudited net asset of $9 million. For the year ended 2006, it recorded an unaudited revenue of $4.6 million with net income of $1.18 million under the Chinese accounting principle. For the year ended 2007, it recorded unaudited revenue of $ 11.8 million with $5 million net income under Chinese accounting principle. After the completion of this merger SMGH will be generating earnings per share of 13 cents.
BNEU was established eight years ago, and specializes in various large scale network system integrations. It has owned approximately 50 different software for applications ranging from education, hotels, public security, commercial, knitting industry and video streaming. BNEU has successfully offered its service to finish some large and medium value added communication application projects.
Ms. Zheng Shuying, President of SMGH, commented, “We are very excited to sign the letter of intent with Beijing Network Education Union Co. Ltd. Our majority shareholders have seen the potential of this acquisition for our Company and we decided to complete this transaction by using our old issued shares to avoid dilution. We are confident that we reach new milestones together with BNEU and increase shareholders value near term and long term.”
Smooth Global (China) Holdings, Inc. plans to have this acquisition completed before the end of March 2008, meeting all the USA Security and Exchange Commission’s required documentation and 2 years audits in tact that are necessary for the finalization of this merger between the two companies.
About Smooth Global (China) Holdings, Inc.
Smooth Global (China) Holdings, Inc. was organized under the name Bralone Mining Company (the ‘Company’) under the laws of the State of Nevada on December 2, 1998. On November 2, 2006, the Company acquired all of the outstanding capital stock of Gold Profit (Asia) Group Limited (‘Gold Profit’), which owns 100% of the registered capital of Beijing Quan Tong Chang Information Service Limited (‘Beijing QTC’). Beijing QTC is a telecommunications service provider to deliver economical voice and data services domestically and internationally throughout China. It engaged in the business of distributing telephone services through public pay phones and is also in the business of developing Internet phone solutions for commercial customers, focusing on a convenient local, domestic and international long distance call service with competitive price. On July 31, 2007, it changed its name to Smooth Global (China) Holdings, Inc. The Company contracted with the subsidiaries of China Netcom Group Corporation (Hong Kong) Limited, namely China Netcom (Shaoxing) Corporation Limited and China Netcom (Guangdong) Corporation Limited to distribute their VoIP call time in China. On October 24, 2007, the Company acquired 100% equity interest on Smooth Global Services Limited, which holds Beijing GRT Information Services Limited (‘Beijing GRT’), a company providing International Call Forwarding Service (‘ICFS’). Beijing GRT entered into the international call forwarding business by obtaining a license from China Netcom (Group) Company Ltd. Shanghai Branch and a license from China Netcom (Group) Company Ltd. Shaoxing Branch. The licenses were acquired in connection with the purchase by Beijing GRT of 2000 local telephone numbers. The licenses provide that the carriers will facilitate the international call forwarding business of Beijing GRT by (1) waiving all monthly fees for the company’s local numbers, (2) guaranteeing Beijing GRT its lowest per-unit fee, and (3) assuring Beijing GRT that it will retain the local numbers for at least three years. The Company will focus international call forwarding to its lines of business.
Forward-looking statements
This report contains ‘forward-looking’ statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this report are forward-looking statements. Forward-looking statements involve risks and uncertainties including, but not limited to, economic and political factors; developments of the Chinese and North American markets and changes in regulatory matters; our business strategies and future plans of operations; the market acceptance and amount of sales of our products and services; our historical losses; the competitive environment within the industries in which we compete; and our ability to raise additional capital, currently needed for expansion.
The Company cautions that forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements due to several important factors.
Website: http://www.smgh.net
For more information, please contact:
Mr. David Guan
Tel: +86-10-6496-0170
Email: BLNM8899@yahoo.com
