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8-K - Wave Sync Corp. | v202322_8k.htm |
EX-10.1 - Wave Sync Corp. | v202322_ex10-1.htm |
Exhibit
99.1
China
INSOnline Corp.
Entered
into a Share Exchange Agreement with Ding Neng Holdings Limited
NEW YORK--(November 17, 2010)
— China INSOnline Corp. (NASDAQ: CHIO) announced today
the execution of a Share Exchange Agreement with Ding Neng Holdings Limited, a
British Virgin Islands holding company (“Ding Neng Holdings”).
On
November 12, 2010, China INSOnline Corp. (the “Company”) entered into a Share
Exchange Agreement with Ding Neng Holdings, which indirectly, through various
subisidiaries, has management control over and the rights to the profits of Ding
Neng Bio-technology Co., Ltd. (“Ding Neng Bio-tech”), a Chinese corporation, as
a variable interest entity. Ding Neng Bio-tech engages in the
production, refinement and distribution of bio-diesel fuel in southern
China.
The Share
Exchange Agreement provides for an acquisition transaction (the “Acquisition”)
in which the Company will acquire 100% of Ding Neng Holdings through the
issuance of shares of its common stock representing 85% of the common stock
issued and outstanding immediately following the closing of the
Acquisition,.
The Share
Exchange Agreement also requires that a reverse stock split precede the
completion of the Acquisition and, upon completion of the Acquisition, that the
Company file an Amended and Restated Certificate of Incorporation to change its
name to China Bio-Energy Corp. to better reflect the post-acquisition entity’s
business.
The
parties plan to complete the Acquisition as soon as reasonably practical,
provided that the conditions specified in the Share Exchange Agreement have been
satisfied or waived.
For more
details of the Share Exchange Agreement and acquisition, please refer to the
Company’s SEC filings.
About
China INSOnline Corp.
China
INSOnline Corp. is a Delaware corporation that wound down its operations in June
2010. The weak economic market, which resulted in a significant decline in
revenues of all areas of the Company’s business, led to the Company’s decision
to wind down its operations. Prior to winding down, the Company acted as
an Internet services and media company focused on the PRC insurance industry.
About
Ding Neng Bio-Technology Co. Ltd.
Ding Neng
Bio-Technology Co., Ltd., organized under the laws of the People's Republic of
China ("Ding Neng"), is a green energy company that engages in bio-diesel
production, refinement and distribution in southern China. Ding Neng specializes in
refining used cooking oil, as well as vegetable and plant oil, into industrial
standard bio-diesel fuel.
Forward-Looking
Statements
This
news release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements are based on current expectations or beliefs, including, but not
limited to, statements concerning the Company's operations, financial
performance and condition. For this purpose, statements that are not statements
of historical fact may be deemed to be forward-looking statements. The Company
cautions that these statements by their nature involve risks and uncertainties,
and actual results may differ materially depending on a variety of important
factors, including, but not limited to, the impact of competitive products,
pricing and new technology; changes in consumer preferences and tastes; and
effectiveness of marketing; changes in laws and regulations; fluctuations in
costs, and other factors as those discussed in the Company's reports filed with
the Securities and Exchange Commission from time to time. In addition, the
Company disclaims any obligation to update any forward-looking statements to
reflect events or circumstances after the date hereof.
Contact:
IR
Department
Email:
ir@soobao.cn
www.china-insonline.com