China Broadband Announces Signing of Securities Purchase Agreements for Private Placement Financings
Company Anticipates Approximately $11.1 Million in Gross Proceeds Which Will Be Used Primarily to Acquire Sinotop Group Limited and Advance the Company’s Mission of Becoming the First and Only National Provider of Video on Demand (VOD) and Pay Per View (PPV) Services in China
NEW YORK, NY, May 21, 2010 — China Broadband, Inc. (“China Broadband” or “the Company”) , a provider of cable broadband services, and publisher of digital and analog program guides in the Shandong Province of China, announced today that it has entered into securities purchase agreements relating to a private placement financing with institutional investors and accredited investors, including one strategic investor who was an early promoter of pay-per-view programming in the United States.
The separate securities purchase agreements (the “Financing Agreements”) contemplate three separate, but simultaneous, financing transactions (collectively, the “Financings”). The Financings, upon closing, will raise gross proceeds of approximately $11.1 million. The Financings involve the sale of common units to all of the investors except for the strategic investor and one investor who is an existing minority stockholder of the company, who will receive preferred units (such common and preferred units being referred to as the “Units”). The Units have an effective price per share, on an as converted basis, of $0.05, with each Unit, on an as converted basis, consisting of one share of common stock and warrants for the purchase of common stock at an exercise price of $0.05. The company will issue a total of 222,580,000 common shares on an as converted basis and 416,580,000 warrants with an exercise price of $0.05 cents per share.
The consummation of the Financings is subject to several closing conditions, defined in the 8-k.
Net proceeds will be used to acquire Sinotop Group Limited, (“Sinotop”), as previously announced on March 2010, to fund the value added service platform and for working capital purposes.
China Broadband expects to become the first national operator providing PPV and VOD services. The Company anticipates that the closing will occur on or before July 15, 2010.
“We believe this is an opportunistic time to invest in China’s premium programming and value added service offerings. The technological capabilities and high demand are paramount to the growing profitability of China’s entertainment and media space,” says Marc Urbach, President of China Broadband. “This transaction will allow us to work with some of the most prestigious and recognizable names in the industry, with access to a platform for thousands of movies, highly advanced distribution channels and unmatched technological development. Once we acquire Sinotop, we will own a national license to deliver VOD and PPV services enabling us to broadcast live events, sporting matches, and foreign and domestic movies. This is a milestone not only for our Company but for the overall home entertainment industry in China. We are confident in our service offerings and in generating significant returns from an untapped opportunity that simply did not exist until our entrance into the market.”
Chardan Capital Markets LLC is acting as placement agent for the transaction.
For a more detailed summary of the material provisions of the Financing Agreements please see the Company’s current report on Form 8-K that was filed with the Securities and Exchange Commission today and is available at www.sec.gov.
About China Broadband
China Broadband’s flagship operation is Jinan Jia He Broadband, also known as Jinan Broadband, the fifth largest broadband operator in China and the second largest broadband service provider in Shandong’s capital city of Jinan. Through its Shandong Group affiliate, China Broadband publishes digital and analog television program guides, newspapers and entertainment magazines. It holds the exclusive license to publish television program guides in Shandong Province, one of the largest regional economies in China. For more information, visit http://www.chinabroadband.tv
This press release contains certain statements that may include “forward-looking statements.” All statements other than statements of historical fact included herein are “forward-looking statements.” These forward-looking statements are often identified by the use of forward-looking terminology such as “believes,” “expects” or similar expressions, involve known and unknown risks and uncertainties. Examples of forward-looking statements in this press release include statements about the closing of the contemplated financing transaction and the contemplated acquisition of Sinotop, and statements relating to the company’s ability to satisfy all of the several conditions to the closing of the Financings. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
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