Common Stock $0.0001 Par Value
500,000,000 Shares Authorized;
54,638,890 issued and outstanding at
December 31, 2007 and June 30, 2007
see ibox update for share structure.
This co still filed SEC docs:Last one signed and dated :
"Date: February 19, 2008
By: /s/ XIANPING WANG
_____________________________
Xianping Wang
Acting as Interim Chief
Financial Officer
"
--
1. ORGANIZATION AND BUSINESS BACKGROUND
Xinhua China Ltd. (the "Company", formerly Camden Mines Limited) was incorporated in the State of Nevada, United States of America, on September 14, 1999. Until September 2004, the Company was a non-operating shell company and considered as a development stage enterprise since its inception. Effective from October 12, 2004, the Company changed to its current name. The Company established an office in Vancouver, Canada; however, this office was closed down in December 2006. The Company established its principal executive office at A-11 Chaowai Men Property Trade Center Office Building, No. 26 Chaoyangmen Wai Street, Chaoyang District, Beijing, 100020, People's Republic of China.
On September 22, 2004, the Company's subsidiaries, Pac-Poly Investment Ltd. ("Pac-Poly") and Beijing Boheng Investments and Management Co., Ltd. ("Boheng") jointly entered into an Investment Agreement ("Investment Agreement") with Xinhua Bookstore (Main Store) ("Xinhua Bookstore") to acquire a 57.67% interest in publication distribution business in the People's Republic of China ("PRC"). Pursuant to the Investment Agreement, Xinhua Bookstore transferred the publication distribution business into a newly formed Chinese company, called Xinhua C&D. Pac-Poly and Boheng agreed to contribute $20.9 million (RMB173 million) in cash in exchange for 57.67% interest in Xinhua C&D . 20% of $20.9 million is payable within two months of closing the transaction and the remaining is payable within six months of closing. The eight other founding member corporations ("Other Investors Group") agreed to contribute $800,000 (RMB 7 million) in cash in exchange for 2.33% interest in Xinhua C&D. 20% of $800,000 is payable within two months of closing the transaction and the remaining is payable within six months of closing. As of June 30, 2005, a total of $4.34 million was paid by Pac-Poly, Boheng and the other investors group in accordance with the payment schedule. The due date for the remaining cash contribution of 80% amounting to $17.36 million originally expired on August 1, 2005 has been extended to July 31, 2006. Pursuant to a letter of confirmation dated October 7, 2005, Xinhua Bookstore has agreed to reduce the long-term loan it extended to Xinhua C&D should any receivables acquired by Xinhua C&D become uncollectible. The acquisition was completed on February 1, 2005.
As of May 31, 2006, the Company reduced its equity interest in Xinhua C&D from 56.14% to 7.98% (note 4). Subsequent to the deconsolidation of Xinhua C&D, the Company commenced the internet book distribution business through Beijing Joannes Information Technology Co., Ltd. ("Joannes").
Details of the Company's subsidiaries as of December 31, 2007 are described below: -
Place of
incorporation Particulars of Effective
and kind of Principal activities issued/registered interest
Name legal entity and place of operation share capital held
_________________________________________________________________________________________________________________
Pac-Poly Investment Ltd. British Virgin Islands, Investment holding, 10,000,000 ordinary 100%
a company with limited PRC shares of US$1 par
liability value
_________________________________________________________________________________________________________________
Beijing Joannes Information PRC, a company with Sales and Registered capital 100%
Technology Co., Ltd. limited liability distribution of US$1,250,000
books, PRC
_________________________________________________________________________________________________________________
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