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Re: Golden Cross post# 55

Wednesday, 11/29/2006 8:23:34 AM

Wednesday, November 29, 2006 8:23:34 AM

Post# of 2542
News--CHCG China 3C Group Acquires Shanghai Joy & Harmony Electronics for $18.5M; Raises Full Year '06 Guidance
PR Newswire - November 29, 2006 8:00 AM (EDT)

ZHEJIANG PROVINCE, China, Nov 28, 2006 /PRNewswire-FirstCall via COMTEX/ -- China 3C Group (OTC Bulletin Board: CHCG), a major retailer and distributor of consumer and business products, announced today that it has completed its acquisition of Shanghai Joy & Harmony Electronics Company Limited, a rapidly growing consumer electronics retail chain and web-based retailer in China.

In 2005, Shanghai Joy & Harmony recorded unaudited revenues of $12 million, compared to revenues of $5.5 million in 2004, a 118% growth rate. Net income for 2005 was $0.93 million, compared to a net income of $0.7 million for 2004. The projected revenues and net income for the full year 2006 are $38.75 million and $3.68 million.

Pursuant to the acquisition agreement, China 3C Group will acquire 100% of Shanghai Joy & Harmony in a cash and stock transaction valued at approximately $18.5 million. The company will issue to the shareholders an aggregate of 2,723,110 shares of restricted China 3C Group common stock, which is 5% of China 3C's outstanding shares, at $4.04 per share and pay cash of $7.5 million to the shareholders. The cash component is payable by China 3C as follows: $3 million within 10 business days after the closing and $4.5 million payable within six months after the closing.

China 3C Group is also increasing its guidance for the full year 2006 following its acquisition of Shanghai Joy & Harmony. The company raises its expected revenue guidance for 2006 to $181 million from $142 million, an increase of 27%, and is increasing its net income estimates by 35% to $14.4 million from $10.7 million. The company also projects earnings per share for 2006 will now be $0.27, an increase from its previous guidance of $0.22.

China 3C Group CEO Zhenggang Wang said, "With the acquisition of Shanghai Joy & Harmony, we have acquired two rapidly growing chains and more than 800 retail outlets. We have also increased our business line to include home electronics. We have successfully achieved our 2006 goal, and now we are ready to expand our business to Southern China and the entire China market."

About Shanghai Joy & Harmony

Shanghai Joy & Harmony Electronics Company Limited is a consumer electronics retail chain in Eastern China. It has 180 retail outlets in Shanghai City and Jiangsu Province. The company specializes in the sale of consumer electronics, including MP3 players, MP4 players, iPod, electronic dictionary, CD players, radios, Walkman, audio systems and speakers. The company is the authorized sales agent for well-known manufacturers in China like Tecsun Radio and Changhong ZARVA. For more information on the company, visit http://www.joyhe.cn.

About China 3C Group

China 3C Group is a leading retail chain operating over 800 retail outlets in Eastern China. The company specializes in selling 3C products (communication, information technology and digital) in China through its subsidiary Zhejiang Yong Xin Digital Technology Co., Ltd. Among China 3C's primary attributes is its efficient distribution network and rapid logistics system. The company's goal is to become the number one retailer of 3C products in China. For more information, visit http://www.china3cgroup.com.

A profile for investors can be accessed at http://www.hawkassociates.com/chcgprofile.aspx. For investor relations information regarding China 3C, contact Jason Yuan at (201) 963-4226, e-mail: jasonyuan@china3Cgroup.com, or Frank Hawkins or Ken AuYeung, Hawk Associates, at (305) 451-1888, e-mail: info@hawkassociates.com. An online investor kit including press releases, current price quotes, stock charts and other valuable information for investors may be found at http://www.hawkassociates.com and http://www.americanmicrocaps.com.

Forward-looking Statement: We have included and from time to time may make in our public filings, press releases or other public statements, certain statements, including, without limitation, those under "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7. In some cases these statements are identifiable through the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "plan," "project," "target," "can," "could," "may," "should," "will," "would" and similar expressions. You are cautioned not to place undue reliance on these forward-looking statements. In addition, our management may make forward-looking statements to analysts, investors, representatives of the media and others. These forward-looking statements are not historical facts and represent only our beliefs regarding future events, many of which, by their nature, are inherently uncertain and beyond our control.

SOURCE China 3C Group

Investor Relations, Frank N. Hawkins, Jr., or Ken AuYeung, of Hawk Associates, Inc.,
+1-305-451-1888, or info@hawkassociates.com; or Jason Yuan of China 3C Group,
+1-201-963-4226

http://China3CGroup.com

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