BUSINESS'S FOCUS

US NASDAQ

Special Purpose Acquisitions Company (SPAC)

Initial Public Offering (IPO)  & International Business Company (IBC)

SPAC, or Special Purpose Acquisition Company, is a type of special corporate structure that is also known as a “blank check company”. It is formed by a group of experienced investors and industry experts to search for and acquire a target company in the future. The funds for SPAC are raised from pre-listing investors. After raising the funds, SPAC goes public by listing on a stock exchange, becoming a publicly traded company. The management of SPAC has a limited time frame to find a potential company for acquisition, which is usually a private company, and take it public or make it more successful.

Two SPACs IPO in progress

SPAC A

  • Lead Co-ordinator
  • Form S-1 already submitted
  • Proposed to be listed in Q2 2023 NASDAQ, USA
  • Trust Account: USD 78 million (approx.)

SPAC B

  • Sponsor and a Lead Co-ordinator
  • Proposed to be listed in Q4 2023 at NASDAQ, USA
  • A general and Global focused SPAC (excluding Greater China)
  • Trust Account: USD 78 million (approx.)
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Singapore Variable Capital Company (VCC)

Miracle Partners VCC

The introduction of the Singapore Variable Capital Companies (VCC) legislation in Singapore is a potential game-changer for the fund management industry, both within the city-state and across the Asia-Pacific region
What is a VCC?

The VCC is a unique investment fund structure that was introduced by the Singapore government in 2018 to meet the evolving needs of the global investment community. 

What can it be used for?

It is a flexible and tax-efficient vehicle that allows fund managers to set up and manage investment funds of various types, including private equity, real estate, hedge funds, and more.

How can it be set up?

As a stand-alone or as an umbrella entity with multiple sub-funds.

Can a foreign fund be re-domiciled?

Foreign corporate entities set up as funds could be inward re-domiciled as VCCs.

What are the benefits?
  • Improved operational and tax efficiency
  • It could avail itself of the US “check-the-box” election
  • Financial statements are not required to be made public
  • For a variety of investment strategies – viz., traditional, hedge funds, private equity and real estate funds
  • To list funds as information listing and also for trading purposes
  • As a pooling and investing vehicle, thereby dispensing with multi-tiered fund structures
  • An option for wealth management industry as well

ALL FOCUS

US NASDAQ
Singapore VCC
PRC Fund Partner
Global Mining Resources
Pre-IPO Investment
M & A

Miracle Partners VCC incorporation is in progress, to be the main Sponsors of SPACs below:

Project A Inc. Cayman Co.
  • Listed at Nasdaq
  • Tust:US$ 78m
  • General, Asia
  • Listed at Nasdaq

  • Trust:US$ 78m

  • General, Global excluding Greater China

  • Listed at Nasdaq
  • Trust:US$ 100m
  • Resources, Global and Southeast Asia
  • Listed at Nasdaq
  • Trust:US$ 78m
  • General, Asia

PRC Fund Partner

rui-he

RuiHe Private Equity Capital Management (Shenzhen) Company Limited

RuiHe Private Equity Capital Management(Shen Zhen)Co., Ltd is jointly sponsored by Beijing Hejing Hongzhi Industry Investment, Guoxin Shuguang Ecological Technology Research Institute (Beijing), Whale Cloud Technology and Ruihe Zhiyuan (Shenzhen) Business Management Partnership (Limited Partnership) composed of technology industry and financial professionals. Established in September 2021 with the approval of Shenzhen city people’s government of the financial development services office.

In January 2022, Completed the filing in the Asset Management Association of China, with the code of P1073002, and officially started business.      

Ruihe Capital is committed to our clients through capital and management solutions to help them achieve sustainable development, steady management and growth of performance. Offering key strategic layout to enterprises in their different development stages , building long-term cooperation with enterprises and to provide constructive and oriented solutions for them. As a professional investment firm, Ruihe Capital has gained the professional scientific research support around the world.

Shareholder background combination and shareholding structure are as follows:

ALL FOCUS

US NASDAQ
Singapore VCC
PRC Fund Partner
Global Mining Resources
Pre-IPO Investment
M & A
0%
Beijing Hejing Hongzhi Industry Investment (backed by China Merchant Capital)
0%

Guoxin Shuguang Ecological Technology Research Institute (Beijing) Co., Ltd.

0%

Whale Cloud Technology Co., Ltd. (backed by Alibaba Group & ZTE)

0%

Ruihe Zhiyuan (Shenzhen) Business Management Partnership

rui-he-2

In the past 15 years, the management team members have invested a cumulative amount of CNY 593.88 million and USD 32.3 million, which correspond to a total of 18 investment projects – 3 went through IPO, 6 realized equity sales, and 8 are under Post-money management. So far, the cumulative investment amount recovered is CNY 2.9745 billion, the investment income is CNY 2.757 billion, and the average investment profit rate is 1594%. Leveraging Ruihe’s resources and management experience, the Ruihe management team will continue delivering excellent results at the new development stage

Global Mining Resources

We specialize in mining related business and operation for more than 20 years in Southeast Asia

BAUXITE MINES

Malaysia
Located at
  • Senai, Johor (In operation)
  • Johor, Perak, Pahang & Negeri Sembilan (Phase 2)
  • Pahang (Phase 3)
These regions are renowned for its export-grade bauxite.
Indonesia

Located at Pontianak, West Kalimantan, Indonesia (under application for license).

 

The total investment of the alumina project is 1.180 billion US dollars, of which the construction period of this project is 36 months, and the production period is 23 years.

 

According to estimates, the average annual profit can be 240.8901 million US dollars.

 

Payback period is 4.89 years, so this project is highly profitable and financially viable.

Equatorial Guinea, Africa

Size of 60,000 hectares prospective area, basic infrastructures including port terminal, haulage road and stockpile are all in place. 

 

In negotiation with few renowned China SOEs in Aluminium Industry for long term Joint Venture Investment.

COAL MINE

Indonesia

Located at Central Kalimantan.

 

A mine with a resources of 13,880,000 tons of high-quality coal.

 

Two alternative haulage roads within 150-200 km.

 

Pending for negotiation of a new investor for 35% equity shares .

ALL FOCUS

US NASDAQ
Singapore VCC
PRC Fund Partner
Global Mining Resources
Pre-IPO Investment
M & A

Pre-IPO Investment

Westerfer's founding members participated these investments
Potential listing via Chapter 18 of Main Board at Hong Kong Stock Exchange (HKEx)

An Indonesian Thermal Coal Mine Project – PT.  Putra Borneo Mandiri (“PBM”) was an Indonesia mining services company, as a Special Purpose Vehicle seeking for a potential listing via Chapter 18 of Main Board at Hong Kong Stock Exchange (HKEx) in 2016.

Majulah Capital Inc. (MCI) was poised to be listed as a SPAC in NASDAQ.

MCI specialized in asset management, property development and financial investment businesses in Asia and Northern America. MCI had received approval from SEC to list in Q4/2020.

ALL FOCUS

US NASDAQ
Singapore VCC
PRC Fund Partner
Global Mining Resources
Pre-IPO Investment
M & A

M & A

Restructuring & Fundraising

  1. Restructuring and Resumption of trading – DT Capital Limited (HKEx 00356) was suspended trading from 6/2008 to 9/2014 and was resumed trading on 29th September 2014.
  2. Restructuring and acquisition of Fairyoung Holdings Limited/Dynamic Global Holdings Limited (HKEx 00231) that dealing in real estate developments in Shanghai and Xiamen, ski resorts, toll roads and book publishing (www.bjbb.com) in China from 2000 to 2002.
  3. Acquired the RF business unit from Motorola for €1, to develop and manufacture RF electronic components. Then sold it to a NASDAQ listed company (Sirenza) for USD$70M in a cash & stock deal, and later merged with another NASDAQ company (RFMD) for USD$900M.
  4. Raised USD$48M from individual investors to acquire a hydraulic cylinder manufacturing facility from Volvo with secured long-term supplier contract.  Achieved €80M revenues with €10M EBDIT.
  5. Raised RMB 150M (USD$22M) from China Jianyin Investment Ltd. (JIC) , a China State-owned Enterprise (SOE) integrated investment group focused on equity investments.
  6. Structured a USD$350M fundraising and bank loan financing to fund a shopping mall rebranding in Cupertino, California, USA.

ALL FOCUS

US NASDAQ
Singapore VCC
PRC Fund Partner
Global Mining Resources
Pre-IPO Investment
M & A
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