Drucker, Inc.: Acquisition Of 'BK', A Fast Growing Automation And Engineering Company In China.Business Editors VANCOUVER, British Columbia--(BUSINESS WIRE)--June 16, 2003 Drucker, Inc. (the "Company") is pleased to announce that it has acquired all shares of Beijing Beike-Masic Automation Engineering Company ("BK") from Speed One Investment Limited ("Speed One") and Beijing Beike Machinery Electronic Materials Hightech Corporation ("BK Machinery"). Prior to the acquisition, Speed One and BK Machinery owned 75% and 25%, respectively, of the shares of BK. Immediately prior to the signing of the Acquisition Agreement, Speed One and BK Machinery were the owners of all the shares in the capital stock of BK. As a result of this acquisition, Drucker will initially issue 17.5 million shares immediately and another 25,173,600 shares after shareholders have approved a consolidation of the shares on a 3 for 1 ratio. After the transaction and consolidation, there will be 44,002,835 shares. BK is a leading Chinese provider of complete system solutions for industrial automation and control. It is specialized and experienced in developing, manufacturing, distributing and integrating system solutions and automation control products to top industrial enterprises such as steel companies, machinery manufacturing companies as well as public utilities in China. The manufacturing and R & D facilities are located in Zhong-guan-cun Hitech Zone, the so-called "Silicon Valley" in Beijing, China. It has received ISO (1) See ISO speed. (2) (International Organization for Standardization, Geneva, Switzerland, www.iso.ch) An organization that sets international standards, founded in 1946. The U.S. member body is ANSI. 9001 certification and also certified by China's Ministry of Science & Technology and MOFTEC MOFTEC Ministry of Foreign Trade and Economic Cooperation (China) (now Ministry of Commerce) to be an Advanced Technology Company qualified for various government incentives, tax exemptions and other preferential treatment. BK has over 100 employees at its main manufacturing facilities and R & D centre in Beijing. More than 60% are technical and engineering personnel. Since its inception, BK has formed a strategic partnership in research with The Institute of Industrial Robots, Industrial Automation and Engineering at Beijing Science and Technology University where BK has recruited some of its core technical and research engineering team. BK's OEM (Original Equipment Manufacturer) The rebranding of equipment and selling it. The term initially referred to the company that made the products (the "original" manufacturer), but eventually became widely used to refer to the organization that buys the products and suppliers include AVTRON (US), SIEI (Italy), SIEMENS (Germany), GE-FANUC (US), YASKAWA (Japan) and OMRON (Japan). BK is also a distribution agent in China for YASKAWA products including robotics information and other control products. It also acts as value-added reseller A value-added reseller (VAR) is a company that adds some feature(s) to an existing product(s), then resells it (usually to end-users) as an integrated product or complete "turn-key" solution. for GE-FANUC and SIEI.
BK has enjoyed substantial growth in revenue and profits over the
past three years as shown below:
Preliminary
YE Dec 2000 2001 2002 May 2003
------ ---- ---- ---- --------
Revenue 4.6 m 10.8 m 20.9 m 7.1 m
Net Profit 0.3 m 1.8 m 4.4 m 2.9 m
(Unaudited; in USD converted at the rate of US$ 1 equals RMB 8 yuan)
As at May 31, 2003, preliminary figures indicate revenue of US$ 7.1 million and net profits of US$ 2.89 million, a net margin of 40%. Net working capital was US$ $8.5 million including cash of about US$ 4.5 million and no long-term debt Long-Term Debt Loans and financial obligations lasting over one year. Notes: For example debts obligations such as bonds and notes which have maturities greater than one year would be considered long-term debt. . These are preliminary unaudited figures for the five months ending May 31, 2003 on Chinese accounting standards Chinese accounting standards are the accounting rules used in Chinese state owned corporations in mainland China. They are currently being phased out in favour of Generally Accepted Accounting Principles or International Accounting Standards. . An audit on the financial information for 2001 and 2002 is currently underway to provide two years US GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). financial information as required by the SEC. As a result of this transaction, Messrs. Patrick Chan
Liu Wei (Simplified Chinese: 刘炜) is a Chinese basketball player. Zhang, Engineer; HONG Liang, Engineer; GE Liang Song, Senior Engineer; SUN Yi Kang, Professor; Ronald Xie, Lawyer; and Nick Ringma, Businessman, to the Board. Mr. Gerry Runolfson has resigned as President and Mr. Ronald Xie has been appointed as President of the Company. Mr. Gerry Runolfson has been appointed Secretary of the Company replacing Mr. Ernest Cheung. A finder's fee Finder's fee A fee a person or company charges for service as an intermediary in a transaction. finder's fee The charge levied by a person or firm for putting together a deal. of 7% in shares will be paid. The Company was formerly an oil exploration company. Its main assets are cash and 1 million shares of Tanganyika Oil, which is producing oil in Egypt and is in the process of developing three major oil fields in Syria. For more information, please visit "www.tanganyikaoil.com". Any forward-looking statement forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. in this press release is made pursuant to the "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Forward-looking statements involve risks and uncertainties including, but not limited to, economical and political factors. The Company disclaims any obligation to update any such factors or to publicly announce results of any revision to the forward-looking statements contained herein to reflect future events or developments. ON BEHALF OF THE BOARD OF DIRECTORS (Signed) Ronald Xie, President and Director |
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