EX-99.1
2
cistexh991.htm
EXHIBIT 99.1
China Information Security Technology, Inc.: Exhibit 99.1 - Prepared by
TNT Filings Inc.
Exhibit 99.1
Company Contact:
Investor
Relations Contact:
Mr. Michael Lin
Mr. Crocker
Coulson
Vice President,
Investor Relations
President
China Information
Security Technology, Inc.
CCG Investor
Relations
Tel:
+1-949-743-0868
Tel:
+1-646-213-1915 (NY office)
Email:
mlin@chinacpby.com
Email:
crocker.coulson@ccgir.com
www.chinacpby.com
www.ccgir.com
FOR IMMEDIATE RELEASE
China Information Security Technology, Inc. Closes the
Acquisition of Shenzhen
Zhongtian Technology Development Co., Ltd.
SHENZHEN CITY, China, November 3, 2008 - China Information
Security Technology, Inc., (NASDAQ: CPBY) ("China Information Security", "CIST"
or the "Company"), a leading application software developer, systems integrator
and full-service Geographic Information Systems ("GIS") solutions provider to
the public security and civil-use markets in China, today announced that on
October 31, 2008 the Company and its wholly-owned subsidiary China Public
Security Holdings Limited, closed the acquisition of 100% of the equity of
Shenzhen Zhongtian Technology Development Company Ltd. ("Zhongtian Technology"),
a leading provider of hospital digital information systems in Guangdong
Province, China, for a purchase price of $16.5 million. Zhongtian Technology's
financial results will be consolidated into the financial statements of the
Company, beginning November 1, 2008.
The Company paid $9.9 million (approximately RMB67.6 million)
of the purchase price in cash, and the remaining $6.6 million of the purchase
price is payable by the end of January 2009, in 1,280,807 shares of the
Company's common stock (the "Shares"), valued at $5.153 per Share (the average
of the closing price of the Company's common stock for the 20 trading days prior
to September 23, 2008). The Purchase Agreement contains a make good provision
pursuant to which, the seller pledged to return to the Company 355,164 of the
Shares if Zhongtian Technology does not attain an audited minimum after tax net
income ("ATNI") of $2.2 million for fiscal year 2009, and an additional 355,164
of the Shares if Zhongtian Technology does not attain an audited minimum ATNI of
$2.86 million for fiscal year 2010.
CIST believes that the acquisition of Zhongtian Technology
and its patented Medical Case Statistics Software will enable the Company to
leverage its existing Residence Card application platform and information
sharing capabilities to serve the growing demand for digital hospital and
electronic medical record (EMR) systems in China. Medical records, including
health examinations, medical care, immunity or infectious diseases, will be
integrated into one centralized system so that doctors within the network can
review a patient's complete medical history. Such digital hospital systems are
expected to reduce medical errors and improve the efficiency of delivering
healthcare services, so as to benefit patients, while helping to minimize
medical claims fraud. Zhongtian Technology's Medical Case Statistics Software
can also be used to provide public health authorities with an integrated command
and decision system for public health and disease control. City governments will
be provided with an additional layer of security through real-time disease and
control statistical information. The Company expects to tie in this
functionality into its Residence Card application once that is rolled out to
other cities.
"We are pleased to enter the largely under-penetrated digital
hospital industry in China through Zhongtian Technology and expand into another
secular growth vertical", said Mr. Jiang Huai Lin, CEO of China Information
Security. "We plan to integrate Zhongtian's product offering into our product
mix and offer them through our own distribution channels, while leveraging our
existing government network relationships to further promote these products and
increase Zhongtian Technology's customer base in Guangdong Province. We believe
that our acquisition of Zhongtian Technology will solidify our status as a
leader in the development of robust, mission critical information systems
infrastructure and will enable us to successfully perform and maintain
contracts, such as, our recently won contract to construct the digital hospital
and medical information systems for three Shenzhen city hospitals".
About Shenzhen Zhongtian Technology Development Co., Ltd.
Founded in 2004, Shenzhen Zhongtian is focused on the
development and sale of Hospital Information Management Software in order to
help build modern, scientific and digitized hospitals. Its products are widely
used to efficiently manage hospital fiscal information, clinic information,
medical technologies, equipment and inventory, as well as, other comprehensive
hospital information. Through its strong research and development team,
comprising IT engineers and experts in hospital management, Shenzhen Zhongtian
has developed an outstanding software framework within the healthcare industry.
Its software products have also proven to be easily duplicated to serve the
needs of different hospitals. Shenzhen Zhongtian's Medical Case Statistics
Software is now promoted exclusively by the Department of Health in Guangdong
Province and has been applied in more than 800 hospitals.
About China Information Security Technology, Inc.
Through its wholly-owned Chinese subsidiary, China
Information Security Technology, Inc. ("CIST" or the "Company") headquartered in
Shenzhen, China ("PRC"), is a leading application software developer, systems
integrator and full-service Geographic Information Systems ("GIS") solutions
provider to the public security and civil-use markets in China, aiming to use
information technology to improve public safety and information management. Its
main business lines range from digital public security, to intelligent border
control, and residence card information management systems. Its commitment to
leading-edge technology and quality assurance has won the Company numerous
government and enterprise contracts throughout China. To learn more about the
Company, please visit the corporate website at http://www.chinacpby.com.
Safe Harbor Statement
This press release may contain certain "forward-looking
statements" relating to the business of China Information Security Technology,
Inc., and its subsidiary companies. All statements, other than statements of
historical fact included herein are "forward-looking statements" including
statements regarding the significance of the
acquisition of Shenzhen Zhongtian
Technology Development Co., Ltd. and the ability of the Company to capitalize on
other opportunities in the healthcare sector; the general ability of the Company
to achieve its commercial objectives; the business strategy, plans and
objectives of the Company and its subsidiaries; and any other statements of
non-historical information. 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. 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.
Investors 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.
# # #

EX - 99 . 1 2 cistexh991 . htm EXHIBIT 99 . 1 China Information Security Technology , Inc . : Exhibit 99 . 1 - Prepared by TNT Filings Inc . Exhibit 99 . 1 Company Contact : Investor Relations Contact : Mr . Michael Lin Mr . Crocker Coulson Vice President , Investor Relations President China Information Security Technology , Inc . CCG Investor Relations Tel : + 1 - 949 - 743 - 0868 Tel : + 1 - 646 - 213 - 1915 ( NY office ) Email : mlin@chinacpby.com Email : crocker.coulson@ccgir.com www.chinacpby.com www.ccgir.com FOR IMMEDIATE RELEASE China Information Security Technology , Inc . Closes the Acquisition of Shenzhen Zhongtian Technology Development Co . , Ltd . SHENZHEN CITY , China , November 3 , 2008 - China Information Security Technology , Inc . , ( NASDAQ : CPBY ) ( " China Information Security " , " CIST " or the " Company " ) , a leading application software developer , systems integrator and full - service Geographic Information Systems ( " GIS " ) solutions provider to the public security and civil - use markets in China , today announced that on October 31 , 2008 the Company and its wholly - owned subsidiary China Public Security Holdings Limited , closed the acquisition of 100 % of the equity of Shenzhen Zhongtian Technology Development Company Ltd . ( " Zhongtian Technology " ) , a leading provider of hospital digital information systems in Guangdong Province , China , for a purchase price of $ 16.5 million . Zhongtian Technology 's financial results will be consolidated into the financial statements of the Company , beginning November 1 , 2008 . The Company paid $ 9.9 million ( approximately RMB 67.6 million ) of the purchase price in cash , and the remaining $ 6.6 million of the purchase price is payable by the end of January 2009 , in 1,280,807 shares of the Company 's common stock ( the " Shares " ) , valued at $ 5.153 per Share ( the average of the closing price of the Company 's common stock for the 20 trading days prior to September 23 , 2008 ) . The Purchase Agreement contains a make good provision pursuant to which , the seller pledged to return to the Company 355,164 of the Shares if Zhongtian Technology does not attain an audited minimum after tax net income ( " ATNI " ) of $ 2.2 million for fiscal year 2009 , and an additional 355,164 of the Shares if Zhongtian Technology does not attain an audited minimum ATNI of $ 2.86 million for fiscal year 2010 . CIST believes that the acquisition of Zhongtian Technology and its patented Medical Case Statistics Software will enable the Company to leverage its existing Residence Card application platform and information sharing capabilities to serve the growing demand for digital hospital and electronic medical record ( EMR ) systems in China . Medical records , including health examinations , medical care , immunity or infectious diseases , will be integrated into one centralized system so that doctors within the network can review a patient 's complete medical history . Such digital hospital systems are expected to reduce medical errors and improve the efficiency of delivering healthcare services , so as to benefit patients , while helping to minimize medical claims fraud . Zhongtian Technology 's Medical Case Statistics Software can also be used to provide public health authorities with an integrated command and decision system for public health and disease control . City governments will be provided with an additional layer of security through real - time disease and control statistical information . The Company expects to tie in this functionality into its Residence Card application once that is rolled out to other cities . " We are pleased to enter the largely under - penetrated digital hospital industry in China through Zhongtian Technology and expand into another secular growth vertical " , said Mr . Jiang Huai Lin , CEO of China Information Security . " We plan to integrate Zhongtian 's product offering into our product mix and offer them through our own distribution channels , while leveraging our existing government network relationships to further promote these products and increase Zhongtian Technology 's customer base in Guangdong Province . We believe that our acquisition of Zhongtian Technology will solidify our status as a leader in the development of robust , mission critical information systems infrastructure and will enable us to successfully perform and maintain contracts , such as , our recently won contract to construct the digital hospital and medical information systems for three Shenzhen city hospitals " . About Shenzhen Zhongtian Technology Development Co . , Ltd . Founded in 2004 , Shenzhen Zhongtian is focused on the development and sale of Hospital Information Management Software in order to help build modern , scientific and digitized hospitals . Its products are widely used to efficiently manage hospital fiscal information , clinic information , medical technologies , equipment and inventory , as well as , other comprehensive hospital information . Through its strong research and development team , comprising IT engineers and experts in hospital management , Shenzhen Zhongtian has developed an outstanding software framework within the healthcare industry . Its software products have also proven to be easily duplicated to serve the needs of different hospitals . Shenzhen Zhongtian 's Medical Case Statistics Software is now promoted exclusively by the Department of Health in Guangdong Province and has been applied in more than 800 hospitals . About China Information Security Technology , Inc . Through its wholly - owned Chinese subsidiary , China Information Security Technology , Inc . ( " CIST " or the " Company " ) headquartered in Shenzhen , China ( " PRC " ) , is a leading application software developer , systems integrator and full - service Geographic Information Systems ( " GIS " ) solutions provider to the public security and civil - use markets in China , aiming to use information technology to improve public safety and information management . Its main business lines range from digital public security , to intelligent border control , and residence card information management systems . Its commitment to leading - edge technology and quality assurance has won the Company numerous government and enterprise contracts throughout China . To learn more about the Company , please visit the corporate website at http://www.chinacpby.com . Safe Harbor Statement This press release may contain certain " forward - looking statements " relating to the business of China Information Security Technology , Inc . , and its subsidiary companies . All statements , other than statements of historical fact included herein are " forward - looking statements " including statements regarding the significance of the acquisition of Shenzhen Zhongtian Technology Development Co . , Ltd . and the ability of the Company to capitalize on other opportunities in the healthcare sector ; the general ability of the Company to achieve its commercial objectives ; the business strategy , plans and objectives of the Company and its subsidiaries ; and any other statements of non - historical information . 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 . 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 . Investors 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 . # # #