D F China (NASDAQ:DFCT)
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DF China Technology Completes the Merger with DICHAIN
Software
HONG KONG, May 26 /Xinhua-PRNewswire-FirstCall/ -- DF China Technology, Inc.
(BULLETIN BOARD: DFCT) today announced that the Company has completed the
merger transaction with DICHAIN Software by the acquiring the entire issued
share capital of DICHAIN Software. The merger transaction was approved by
shareholders at the shareholders' meeting held on March 25, 2004. The merger
transaction was closed on May 25, 2004 and has become effective despite of the
trading of DFCT's stock on the OTCBB yesterday.
'We will file the initial listing application for this newly merged company
for Nasdaq SmallCap market within next few days. We think the newly merged
company has met all the initial listing requirements for Nasdaq SmallCap
market,' stated Dr. Frank Fan, Chairman and Chief Executive Officer of DF
China Technology.
In a press interview in Hong Kong, Dr. Frank Fan said, 'Since May 2003, the
new board and the management have made tremendous effort to maintain the
Company's listing status by improving its business performance and increasing
its equity. In February 2004, the Company raised US$4.5 million through a
private placement to finance the on-going operations and to meet the minimum
equity requirement for the continuing listing in NASDAQ. The management have
been disclosing more information about the Company than ever before to the
public.' When explaining the cause of the delisting, Dr. Fan said, 'When
preparing the proxy card for voting the share placement resolution last
December, the Company's legal counsel made a technical mistake of not including
one of five required information items for the voting disclosure. Nasdaq
Qualification Department examined the proxy statement and told us that due to
this one missing item, US$4.3 million raised based on the proxy vote cannot be
accounted as its equity for meeting the minimum equity requirement for
continuous listing.' Dr. Fan further stated that 'the management made its
best effort to remedy the problem including NASDAQ live hearing and seeking
re-vote on the proxy with full disclosure. Unfortunately the Hearing Panel was
not in favor to our appeal.'
When asked about the future of the new company, Dr. Fan stated despite of
delisting from Nasdaq, financially and operationally the Company is much
stronger than before. The major shareholders, DICHAIN Holdings and China
Merchants Group, will continue to support the Company's business development.
In the latest audited financial report by Deloitte Touche Tohmatsu based on
U.S. GAAP, DICHAIN Software reported US$4.17 million in revenue and US$1.75
million in net profit. The shareholders' equity value of DICHAIN Software for
2003 is US$16.55 million.
About DICHAIN Software
DICHAIN Software is a leading IT Application Solution Provider for supply chain
management in China. The Company is ranked in top tier by IDC among SAP,
Oracle, EXE in China market. DICHAIN Software's DAP platform and solutions
have been successfully implemented over 300 clients in China and Hong Kong. The
Company's new E-Commerce platform is also showing a very strong customer
response both in China and U.S.
Forward-Looking Statement Disclosure
With the exception of historical matters, the matters discussed in this news
release are forward-looking statements that involve risks and uncertainty.
Forward-looking statements include, but are not limited to, statements relating
to the delisting of the Company's stock from Nasdaq, closing of the Company's
transaction with DICHAIN Software, development and sales of the Company's
products, expected trends and growth in the Company's results of operations,
projections concerning the Company's available cash flow and liquidity,
anticipated penetration in new and existing markets for the Company's products
and the size of such markets, anticipated acceptance of the Company's products
by existing and new customers, the ability of the Company to achieve or sustain
any growth in sales and revenue and the increase in sales representatives and
other personnel. The Company's actual results could differ from such
forward-looking statements. There can be no assurance that the Company will
achieve the results set forth herein.
For further information, please contact:
Aaron Zhu, Executive Director and Chief Financial Officer,
DF China Technology
Tel: +852-2255-0688
DATASOURCE: DF China Technology, Inc.
CONTACT: Aaron Zhu of DF China Technology, +852-2255-0688