Message #1 From:
Stock News Bot Date: December 21, 2007 10:16:53 AM
Dexterity Surgical, Inc. Acquires Zhi Bao Da Tong (Beijing) Technology Co., Ltd. via
Merger With Rise & Grow,
Ltd., a Hong Kong Holding Company
Dexterity Surgical, Inc. (OTCBB: DEXTStock Market Forums) announced
today that it has completed a reverse merger with Rise & Grow Limited, a
Hong Kong holding company. To finalize the transaction, 26,400,000 newly
issued shares of DEXT's common stock (66% of DEXT's 40,000,000 issued and
outstanding shares) were issued to Newise Century Inc., a British Virgin
Islands company that is the sole shareholder of Rise & Grow. Rise & Grow's
sole operating entity is Zhi Bao Da Tong (Beijing) Technology Co. Ltd.
(ZBDT), a company formed under the laws of the People's Republic of China
(PRC) as a Wholly Foreign Owned Enterprise (WFOE), and doing business in
the PRC. Effective as of the closing, the operations of ZBDT will be the
only operations of DEXT.
ZBDT was established by Rise & Grow to develop computer and network
software and related products. In compliance with the PRC's foreign
investment restrictions on Internet information services and other laws and
regulations, all of ZBDT's Internet information and media services and
advertising in China are conducted via exclusive technical consulting and
service agreements with Beijing Zhi Yuan Tian Xia Technology Co., Ltd.
(Zhiyuan), an Internet service and media company focused on the PRC
insurance industry. Pursuant to these agreements, dated September 28, 2007,
ZBDT is the sole provider of services to Zhiyuan in exchange for
substantially all of its net income, and future ownership rights.
Zhiyuan, founded October 8, 2006, offers online insurance products and
services for the emerging Chinese Insurance industry. Its offerings
include:
-- The first network portal for the Chinese insurance industry (www.soobao.cn), which offers industry players a forum for advertising products and services
-- Website construction and software development services for marketing teams in the insurance industry
-- Insurance agency services (whereby the company generates sales commissions on motor vehicle insurance, property insurance and life insurance)
-- Related client support services.
Zhiyuan's unaudited financial results for the quarter ended September 30,
2007 showed revenues of $2.3 million and net income of $1.8 million. The
company reported cash of $2.2 million, accounts receivable of $1.7 million,
and shareholders' equity of $3.8 million.
Effective with the close of the merger, DEXT named Junjun Xu as Chief
Executive Officer and director, and Mingfei Yang as Chief Financial
Officer.
Junjun Xu has served as the General Manager (second only to the Executive
Director) of Zhiyuan since its launch in October 2006. Prior to joining
Zhiyuan, she served in management positions, including one as a Senior
Director of China Life Insurance Inc. Ms. Xu earned her bachelor's degree
in economics and trade at Beijing Business College.
Mingfei Yang has served as financial department manager of Zhiyuan since
May of 2007. Previously Mr. Yang worked as an accountant for companies in
Beijing and Mongolia. He earned his academic degree in finance and tax at
Inner Mongolia Financial Institute.
"We are very pleased to complete this transaction," commented Junjun Xu.
"The insurance industry in China is in its infancy, and we believe this
will help us capitalize on our software and Internet knowledge and industry
expertise to establish the company as a key resource for insurance
providers and consumers."
A number of statements contained in this press release are forward-looking
statements that are made pursuant to the safe harbor provisions of the
Private Securities Litigation Act of 1995. These forward looking statements
involve a number of risks and uncertainties, including a timely closing of
the contemplated acquisition, market acceptance of Zhiyuan's insurance
products and the management services, competitive market conditions,
successful integration of the companies, and the ability to secure
additional sources of financing. The actual results DEXT may achieve could
differ materially from any forward-looking statements due to such risks.
DEXT encourages the public to read the information provided here in
conjunction with its most recent filings on Form 8K and Form 10KSB which
are available here: www.sec.gov.
