EX-99.1
2
a06-24696_2ex99d1.htm
EX-99
Exhibit
99.1
China Unistone Acquisition Corp. Announces Consumation of Merger with
Yucheng Technologies
Monday November 27, 12:04 pm ET
NEW YORK-(BUSINESS WIRE)-On November 24, 2006, China Unistone
Acquisition Corporation, a Delaware corporation (OTCBB:CUAQ - News; "China
Unistone"), a public company organized for the purpose of acquiring businesses
in China, consummated a merger with Yucheng Technologies Limited, a British
Virgin Islands company and wholly owned subsidiary of China Unistone ("Yucheng"),
in which Yucheng was the surviving company. At the same time, Yucheng acquired
Ahead Billion Venture Limited ("Sihitech BVI") and Port Wing Development
Company Limited ("e-Channels BVI") from their respective stock holders.
Sihitech BVI owns Beijing Sihitech Co. Ltd. and its subsidiaries, all of which
operate in the Peoples Republic of China ("PRC"), and e-Channels BVI owns
Beijing e-Channels Century Technology Co., Ltd., which operates in the PRC. The
merger of China Unistone and Yucheng and the acquisition of Sihitech BVI and
e-Channels BVI were pursuant to a stock purchase agreement dated December 20,
2005, as amended ("Agreement"), among China Unistone, certain shareholders of
China Unistone, Yucheng and the stockholders of Sihitech BVI and e-Channels
BVI. At the closing of the merger and acquisition, the stockholders of Sihitech
BVI and e-Channels BVI were issued an aggregate of 5,328,320 ordinary shares of
Yucheng and paid an aggregate of $4,000,000, of which $250,000 was retained by
China Unistone as security for its indemnification rights.
In the merger of China Unistone with and into Yucheng, the China
Unistone stockholders received one ordinary share of Yucheng for each
outstanding share of common stock of China Unistone that they held. In the
merger, Yucheng assumed the other outstanding securities of China Unistone,
including the common stock purchase warrants of China Unistone. The common
stock purchase warrants will be exercisable exactly as before, except that
ordinary shares of Yucheng now will be issued. The stock and warrant
certificates of China Unistone will continue to represent the ordinary shares
and warrants of Yucheng, but a stockholder may exchange a China Unistone stock
or warrant certificate for one representing the Yucheng shares or warrants at
any time. The equivalent of the certificate of incorporation and by-laws of
Yucheng will govern the affairs of the corporation. The China Unistone 2006
Performance Equity Plan, which was approved by the shareholders of China
Unistone, was also assumed by Yucheng.
Questions and inquiries for further information may be directed to
James Preissler, Chief Financial Officer and Secretary, of China Unistone
Acquisition Corporation. He can be reached via telephone at 646-383-4832.
Forward-Looking Statements
This press release includes forward-looking statements made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 that involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements,
based upon the current beliefs and expectations of China Unistone's management,
are subject to risks and uncertainties, which could cause actual results to
differ from the forward-looking statements.
The following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: approval of the
acquisition by the stockholders of the companies; the number and percentage of
China Unistone stockholders voting against the proposed acquisition and seeking
conversion; the number and percentage of China Unistone's stockholders
abstaining from any vote; the
10
operating of a business in China; the competitive environment in the
financial services industry in China, as well as other relevant risks detailed
in China Unistone's filings with the Securities and Exchange Commission. The
information set forth herein should be read in light of such risks. China
Unistone assumes no obligation to update the information contained in this
press release.
Contact:
China Unistone Acquisition
Corporation
James Preissler, 646-383-4832
Chief Financial Officer and Secretary
jpreissler@cuacgroup.com
11

EX - 99 . 1 2 a06 - 24696 _ 2ex99d1 . htm EX - 99 Exhibit 99 . 1 China Unistone Acquisition Corp . Announces Consumation of Merger with Yucheng Technologies Monday November 27 , 12 : 04 pm ET NEW YORK - ( BUSINESS WIRE ) - On November 24 , 2006 , China Unistone Acquisition Corporation , a Delaware corporation ( OTCBB : CUAQ - News ; " China Unistone " ) , a public company organized for the purpose of acquiring businesses in China , consummated a merger with Yucheng Technologies Limited , a British Virgin Islands company and wholly owned subsidiary of China Unistone ( " Yucheng " ) , in which Yucheng was the surviving company . At the same time , Yucheng acquired Ahead Billion Venture Limited ( " Sihitech BVI " ) and Port Wing Development Company Limited ( " e - Channels BVI " ) from their respective stock holders . Sihitech BVI owns Beijing Sihitech Co . Ltd . and its subsidiaries , all of which operate in the Peoples Republic of China ( " PRC " ) , and e - Channels BVI owns Beijing e - Channels Century Technology Co . , Ltd . , which operates in the PRC . The merger of China Unistone and Yucheng and the acquisition of Sihitech BVI and e - Channels BVI were pursuant to a stock purchase agreement dated December 20 , 2005 , as amended ( " Agreement " ) , among China Unistone , certain shareholders of China Unistone , Yucheng and the stockholders of Sihitech BVI and e - Channels BVI . At the closing of the merger and acquisition , the stockholders of Sihitech BVI and e - Channels BVI were issued an aggregate of 5,328,320 ordinary shares of Yucheng and paid an aggregate of $ 4,000,000 , of which $ 250,000 was retained by China Unistone as security for its indemnification rights . In the merger of China Unistone with and into Yucheng , the China Unistone stockholders received one ordinary share of Yucheng for each outstanding share of common stock of China Unistone that they held . In the merger , Yucheng assumed the other outstanding securities of China Unistone , including the common stock purchase warrants of China Unistone . The common stock purchase warrants will be exercisable exactly as before , except that ordinary shares of Yucheng now will be issued . The stock and warrant certificates of China Unistone will continue to represent the ordinary shares and warrants of Yucheng , but a stockholder may exchange a China Unistone stock or warrant certificate for one representing the Yucheng shares or warrants at any time . The equivalent of the certificate of incorporation and by - laws of Yucheng will govern the affairs of the corporation . The China Unistone 2006 Performance Equity Plan , which was approved by the shareholders of China Unistone , was also assumed by Yucheng . Questions and inquiries for further information may be directed to James Preissler , Chief Financial Officer and Secretary , of China Unistone Acquisition Corporation . He can be reached via telephone at 646 - 383 - 4832 . Forward - Looking Statements This press release includes forward - looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties . Forward - looking statements are statements that are not historical facts . Such forward - looking statements , based upon the current beliefs and expectations of China Unistone 's management , are subject to risks and uncertainties , which could cause actual results to differ from the forward - looking statements . The following factors , among others , could cause actual results to differ from those set forth in the forward - looking statements : approval of the acquisition by the stockholders of the companies ; the number and percentage of China Unistone stockholders voting against the proposed acquisition and seeking conversion ; the number and percentage of China Unistone 's stockholders abstaining from any vote ; the 10 operating of a business in China ; the competitive environment in the financial services industry in China , as well as other relevant risks detailed in China Unistone 's filings with the Securities and Exchange Commission . The information set forth herein should be read in light of such risks . China Unistone assumes no obligation to update the information contained in this press release . Contact : China Unistone Acquisition Corporation James Preissler , 646 - 383 - 4832 Chief Financial Officer and Secretary jpreissler@cuacgroup.com 11
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