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On June 30, 2008, Oracular Dragon Capital Company, Ltd. (Zhenyuan)entered into a share exchange agreement (the “Exchange Agreement”) with Acropolis Precious Metals, Inc. (NASDAQ symbol “AOPM”), a Nevada corporation, pursuant to which AOPM will issue 5,865,000 shares of its common stock to the Oracular Dragon Capital in exchange for 100% of the issued and outstanding equity interests (the “Share Exchange”). The Share Exchange is the final part of a series of consecutive transactions including the stock purchase transactions consummated on June 19, 2008 in which the Oracular Dragon Capital purchased 4,524,231 shares of common stock of AOPM from the affiliate and non-affiliate shareholders of AOPM. The Share Exchange, together with the Stock Purchase, will result in a change-in-control of AOPM and assumption of operations and liabilities. As the result, the Oracular Dragon Capital will own 10,389,231 shares of common stock of AOPM, representing approximately 86.6% of the total issued and outstanding shares of common stock of AOPM after the Share Exchange. In accordance with the Accounting and Financial Reporting Interpretations and Guidance prepared by the staff of the U.S. Securities and Exchange Commission, upon closing of the Share Exchange, AOPM (the legal acquirer) will be considered the accounting acquiree. The consolidated financial statements of the combined entity will in substance be those of the company, with the assets and liabilities, and revenues and expenses, of AOPM being included effective from the date of consummation of the Share Exchange. AOPM will be deemed to be a continuation of the business of the company. The outstanding stock of AOPM prior to the Share Exchange will be accounted for at their net book value and no goodwill will be recognized.
Change of Business Effective June 30, 2008, AOPM ceased all the exploration and mining business operations it previously engaged in. Our new main businesses are: retail sales and wholesale of compressed natural gas ("CNG") and liquefied petroleum gas (" LPG"), construction and operation of CNG and LPG filling stations. Change of Leadership of Business Wei Wang, Li Wang, and Shiming Yu were appointed to the Board of Directors. The Board appointed Wei Wang as Chairman of the Board and Chief Executive Officer, Li Wang as Secretary of the Board, and Shiming Yu as Chief Financial Officer. |