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Author Topic: oce tsx-v - big news on china aquisition

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Hey there,

Check out OpenEC, we have some huge news out on a aquisition of a software company in China. This is huge news for OpenEC as you will see in teh new release. The shares in the aquisition will be issued at 15 cents so at 7.5 cents right now is dirt cheap. Have a look at the news though, and I am sure you will be impressed.

North Vancouver, BC – Open EC Technologies, Inc. (“Open EC” or the “Company”) (TSX-V:OCE;
OTC:OCEIF) is pleased to announce that Shenzhen Jinhuaye Software Ltd. (“Headware”) and the
Company have executed a term sheet (the “Term Sheet”), approved by the Company’s Board of Directors,
which outlines the basic terms of a proposed agreement between the parties whereby the shareholders of
Headware (the “Vendors”) have granted Open EC the sole and exclusive right to purchase sixty percent
(60%) of the issued and outstanding shares of Headware from the Vendors for the purchase price of
$2,300,000 Cdn (the “Transaction”). In addition, the Vendors have granted Open EC an option to
purchase the remaining forty percent (40%) of the issued and outstanding shares of Headware for cash
consideration of $1,500,000 Cdn (the “Option”). The Option shall remain in effect for a period of one
year from the date of closing of the Transaction. Upon the closing of the Transaction and the subsequent
exercise of the Option the Company shall own, including and without limitation, all of the issued and
outstanding shares of Headware, all of Headware’s assets and liabilities, all of the rights and obligations
of any contracts to which Headware is a party, all of Headware’s ongoing business operations, including
the operations of its subsidiaries, if any, the rights to the intellectual property of Headware and the rights
to the services of Headware.
Pursuant to the Term Sheet, the purchase price of $2,300,000 Cdn shall be satisfied in full by payment of
$500,000 Cdn cash and $1,800,000 Cdn paid through the issuance of 12,000,000 Open EC shares at a
deemed value of $0.15 per share. The Open EC shares shall be escrowed pursuant to an Exchange defined
Securities Escrow Agreement between Open EC and the Vendors.
The Term Sheet is subject to the completion of due diligence by Open EC and the execution of a formal
share purchase agreement which share purchase agreement will be subject to Board of Director approvals
from both companies, receipt of audited financial statements prepared according to Canadian GAAP and
pursuant to securities regulations, acceptance of the share purchase transaction by the TSX Venture
Exchange (the “Exchange”) and completion of a minimum $500,000 Cdn financing by the Company.
The key feature of the Headware acquisition is to combine the two company’s software solutions,
expertise, resources and knowledge into solutions that will increase overall profit growth for the
1. Headware will provide the entry to penetrate the Chinese supply chain marketplace for Open
EC’s subsidiary, SoftCare EC Solution Inc.’s (“SoftCare”) e-Business, EDI and file broker
2. SoftCare will provide entry into North America for the Headware Mobile Commerce
(mCommerce) software solutions and specialized software development services.
3. SoftCare can leverage Headware’s lower labour cost of software development to advance its e-
Business software development and to gain product competitive advantages with substantially
lower costs. This can provide the Company with revenue growth, by selling more sophisticated
solutions, and profit, by delivering the solution at a lower internal cost.
4. The combination of SoftCare and Headware software and solutions will provide both companies
with a uniquely competitive solution for the e-Business Telco/Wireless/Service
Provider/Retailer/Financial markets. These are emerging markets in North America and
internationally, with high growth potential and world wide market appeal.

Posts: 8 | Registered: Sep 2006  |  IP: Logged | Report this post to a Moderator

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