Securities Law & Instruments

Headnote

Section 1(11) -- order that issuer is a reporting issuer for purposes of Ontario securities law -- issuer already a reporting issuer in British Columbia and Alberta -- issuer's securities listed for trading on the TSX Venture Exchange -- continuous disclosure requirements in British Columbia and Alberta are substantially the same as those in Ontario.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am., s. 1(11).

IN THE MATTER OF

THE SECURITIES ACT

R.S.O. 1990, CHAPTER S.5, AS AMENDED

(the Act)

AND

IN THE MATTER OF

CY ORIENTAL HOLDINGS LTD.

 

ORDER

(Clause 1(11)(b))

UPON the application of CY Oriental Holdings Ltd. (the Applicant) for an order pursuant to clause 1(11)(b) of the Act that, for the purposes of Ontario securities law, the Applicant is a reporting issuer in Ontario;

AND UPON considering the application and the recommendation of the staff of the Ontario Securities Commission (the Commission);

AND UPON the Applicant representing to the Commission as follows:

1. The Applicant was incorporated on February 3, 2006 under the Business Corporations Act (British Columbia) under the name of "MVS Capital Corp." On February 21, 2007, the Applicant changed its name to "CY Oriental Holdings Ltd."

2. The head office of the Applicant is located at Suite 209, South Tower, 5811 Cooney Road, Richmond, British Columbia V6X 3M1 and its registered office is located at 1500 - 1055 West Georgia Street, Vancouver, British Columbia V6E 4N7.

3. The authorized capital of the Applicant consists of an unlimited number of common shares, of which 46,878,231 common shares were issued and outstanding as of September 6, 2007.

4. The Applicant has been a reporting issuer under the Securities Act (British Columbia) (the B.C. Act) and the Securities Act (Alberta) (the Alberta Act) since February 28, 2006.

5. As of the date hereof, the Applicant is not on the list of defaulting reporting issuers maintained pursuant to the B.C. Act or the Alberta Act, and to the best of its knowledge, is not in default of any of its obligations under the B.C. Act or the Alberta Act.

6. The Applicant is not a currently a reporting issuer or the equivalent in any jurisdiction in Canada other than British Columbia and Alberta.

7. The continuous disclosure requirements under the B.C. Act and the Alberta Act are substantially the same as the requirements under the Act.

8. The continuous disclosure materials filed by the Applicant under the B.C. Act and the Alberta Act since February 27, 2006 are available on the System for Electronic Document Analysis and Retrieval.

9. The common shares of the Applicant are listed on the TSX Venture Exchange (the Exchange) under the trading symbol "CYO" and the Applicant is not in default of any of the rules, regulations or policies of the Exchange. The Applicant's common shares are not listed on any other stock exchange or trading or quotation system.

10. Neither the Applicant nor any of its predecessor entities, nor any of their officers, directors or controlling shareholders, has or have been subject to:

(a) been subject to any penalties or sanctions imposed by a court relating to Canadian securities legislation or by a Canadian securities regulatory authority;

(b) entered into a settlement agreement with a Canadian securities regulatory authority; or

(c) been subject to any other penalties or sanctions imposed by the court or regulatory body that would be likely to be considered important to a reasonable investor making an investment decision.

11. Neither the Applicant nor any of its predecessor entities, nor any of their officers, directors or controlling shareholders, is or has been subject to:

(a) any known ongoing or concluded investigations by a Canadian securities regulatory authority, or a court or regulatory body, other than a Canadian securities regulatory authority, that would be likely to be considered important to a reasonable investor making an investment decision; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

12. None of the officers, directors or controlling shareholders of the Applicant is or has been subject, at the time of such event, an officer or director of any other issuer which is or has been subject to:

(a) any cease trade order or similar orders, or orders that denied access to any exemptions under Ontario securities law, for a period of more than 30 consecutive days, within the preceding 10 years; or

(b) any bankruptcy or insolvency proceedings, or other proceedings, arrangements or compromises with creditors, or the appointment of a receiver, receiver-manager or trustee, within the preceding 10 years.

13. The Applicant has a significant connection to Ontario in that residents of Ontario hold approximately 15,640,706 common shares of the Applicant, which represents approximately 33.4% of the Applicant's issued and outstanding common shares.

14. The Applicant will remit all participation fees due and payable by it pursuant to Commission Rule 13-502 Fees by no later than two business days from the date of this Order.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED pursuant to clause 1(11)(b) of that the Applicant is a reporting issuer for the purposes of Ontario securities law.

DATED September 18th, 2007

"Cameron McInnis"
Manager, Corporate Finance
Ontario Securities Commission