May 5th, 2010
China Keli Electric Company Ltd. (TSXV:ZKL) (formerly TSXV: HSF.H) (“China Keli” or the “Company”) is pleased to announce that it has closed the proposed qualifying transaction initially disclosed in a news release dated September 1, 2009, and more particularly described in its Filing Statement dated March 26, 2010 (the “Qualifying Transaction”).
As at the opening of the market on May 5, 2010, the Company graduated from being a Capital Pool Company on the NEX Board of the TSX Venture Exchange (“TSXV”), and commenced trading on the TSXV under its new name China Keli Electric Company Ltd as a Tier 2 manufacturing issuer. The new trading symbol of the Company is ZKL.
The Company completed the Qualifying Transaction by acquiring all of the issued and outstanding common shares in the capital of Creative Grace Ltd. (“Creative Grace”), a private company incorporated under the laws of Hong Kong, by issuing 14,454,545 common shares in the capital of the Company (the “Shares”) and 47,545,455 special warrants of the Company (the “Special Warrants”). Each Special Warrant may be converted into a Share for no additional consideration. An advisory fee was paid to Evans & Evans Inc. for consulting services rendered.
Creative Grace is a holding company that holds all of the issued and outstanding shares of Zhuhai Keli Electric Co. Ltd. (“Zhuhai Keli”), a company incorporated in People’s Republic of China (“PRC”) and based in Zhuhai City, PRC., and Zhuhai Qunhui Electronic Equipment Co., Ltd. (“Zhuhai Qunhui”), which is also a company incorporated in PRC and based in Zhuhai City, PRC. Zhuhai Qunhui’s business is to purchase and process raw materials for Zhuhai Keli and Zhuhai Keli is its only customer. Zhuhai Keli operates in the high-voltage electrical equipment manufacturing industry. It manufactures and installs electrical components and equipment, including preassembled mini-substations, electrical controllers, pressurized/vacuumed switchgears and circuit breakers. The Company also announces that Don Lyons will not be a director of the Company upon the completion of the Qualifying Transaction due to health reasons. The Company has appointed George Dorin instead to be a director of the Company as well as a member of the Company’s audit committee.
Concurrent with the Qualifying Transaction, the Company also completed a brokered private placement of 17,508,673 Shares at $0.30 per Share (the “Concurrent Financing”). In accordance with rules of the TSXV, Agent’s cash commission, warrants and corporate finance fee were paid in connection with the Concurrent Financing.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.