On April 18, 2010 L & L agreed to sell its 93% stake in Hon Shen Coal (washing and coking, Yunnan) to Guangxi Liuzhou Lifu Machinery for about US$6M. Of that, $2.52M is paid to L & L in three installments and $3.48M goes into Hon Shen to pay its outstanding liabilities. This reverses the plan, set out in October 2009 and revised in December 2009, to raise the stake to 93%; the filing gives no reason for the sale.
On February 3, 2010, through TNI, L & L signed a contract (effective November 1, 2009) to subcontract operation of the ZoneLin coking plant, which makes 150,000 tons of coke a year. L & L provides capital and management and takes the profit or loss, and expects about $28M of annual revenue (at $187 per ton). The filing also says L & L's stake in TNI rose from 70% to 98% since the January 8 filing.
Through subsidiary Baoxing Co., L & L signed a contract to subcontract operation of the Ping Yi Coal Mine in Guizhou (150,000 tons a year capacity). L & L provides capital and management and takes the profit or loss; management says it can be consolidated as a variable interest entity. The company expects about $15M of annual revenue, based on $100 per ton. This is a new operating arrangement, not an ownership purchase.
L & L bought 100% of the SeZone County Hong Xing coal washing plant (150,000 tons a year capacity, plans to reach 600,000) effective November 30, 2009, for $1,000,000 put into new subsidiary L&L Yunnan Tianneng Industry (TNI), in which L & L holds 70% of the voting equity. The filing also says L & L raised its voting stake in the DaPuAn and SuTsong mines from 60% to 80% effective August 1, 2009, with no extra payment to the minority holders. This extends the mid-2008 mine purchases and the push into coal washing.
On December 9, 2009 L & L signed a revised Hon Shen deal with owner Fuchang Wang, cutting the price for the 93% stake (washing and coking) from RMB 55.8M (about $8.18M) to RMB 26.4M (about $3.86M). It is now all cash, with no shares: RMB 6M (about $870,000) within 3 months of government approval and RMB 20.4M (about $2.99M) within 2 years. Hon Shen becomes a Sino-foreign cooperation company with RMB 30M registered capital (L & L 93%, Wang 7%, four of five board seats to L & L), and Wang takes on its pre-conversion debts. This replaces the October payment terms, including the 400,000-share payment, and still needs government approval.
13 Nov 2009capital raising announcement● NeutralMajor
On November 6, 2009 L & L sold a second batch of 835,389 units at $3.90 each, raising about $3,257,999.70, on the same terms as the October placement (one share plus 6/10ths of a warrant at $5.62, expiring November 2014; about 501,236 warrant shares). Placement agent fees are 8% cash plus warrants for about 66,832 shares at $6.11. CEO Dickson Lee again escrowed shares (about 395,615), which go to buyers if fiscal 2010 after-tax income before minority interest falls below $32,040,000 or net revenues below $108,118,950. A resale registration is due within 90 days of closing, with penalties of 1% up to 6%. This adds further new shares and warrants, diluting existing holders.
What it means for a shareholder
835,389 new shares at $3.90 to raise about $3.3m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
This amendment restates the October 29 Hon Shen filing and fixes errors in it: it clarifies that the stake in coal washing goes from 65% to 93% and that coking is a new 93% holding. It also corrects the price to about $8,180,000 (from $8,018,000) and the third payment to about $3.18M (from $3.018M). The payment schedule (400,000 shares at about $5.00, then about $3M, then the balance) and the need for government approval are unchanged. The press release attached still says $8.18M.
L & L signed an agreement effective October 23, 2009 to raise its stake in Hon Shen Coal (Yunnan) from 65% to 93% and to take 93% of its coking business as well. The stated price is RMB 55,800,000 (about $8,018,000) in three payments: 400,000 L & L shares (valued at $5.00) within 30 days, about $3M within 90 days of government approval, and the rest within a year of approval in cash or shares. Late payments carry penalties and could let Hon Shen terminate. This builds on the 65% interest in Hon Shen's coal washing operation reported July 30, 2009; the company says coking would add about $18M of annual revenue (its own estimate). The figures in the filing are inconsistent, since the press release says $8.18M and the third payment is listed as $3.018M.
15 Oct 2009capital raising announcement● NeutralMajor
On October 8, 2009 L & L sold 1,371,021 units at $3.90 each to investors for gross proceeds of $5,346,980. Each unit is one new share plus 6/10ths of a warrant to buy a share at $5.62, expiring October 2014 (about 822,613 warrant shares). Laidlaw & Company (UK) was placement agent, taking 8% in cash plus warrants for 109,682 shares at $6.11. CEO Dickson Lee put some of his own shares into escrow, to go to the investors if fiscal 2010 (year to April 30, 2010) after-tax income before minority interest is below $32,040,000 or net revenues below $108,118,950 (each test covers half the shares). The company must file a resale registration within 90 days or pay penalties of 1% of unit price, up to 6%. New shares and warrants dilute existing holders, and the company also reaffirmed its fiscal 2010 earnings guidance (no figures given in this filing).
What it means for a shareholder
1.4m new shares at $3.90 to raise about $5.3m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
This amendment, filed in February 2009, again describes the October 30, 2006 purchase of 60% of KMC (Kunming Biaoyu Industrial Boiler) for 485,592 new L & L shares at $3.25, worth US$1,578,173. Unlike the October 2007 amendment, it now labels the KMC statements for the years to August 31, 2006 and 2005 as audited by a Chinese firm and adjusted to US standards (sales $8,831,854 and profit $593,972 for 2006), and again points to the 10-KSB filed August 15, 2007. The $22.5M and $32.5M sales forecasts are still tied to about $2M of funding the filing does not say was secured. No new transaction terms are given.
This amendment repeats the Kabani appointment after Jaspers + Hall's resignation, and spells the prior auditor's name as Jaspers + Hall. It attaches a new letter from the former auditor dated November 18, 2008, confirming agreement with the statements. No new facts about the change itself are given.
Auditor Jasper + Hall told L & L on October 29, 2008 it was resigning because it no longer audits public companies, and on November 9, 2008 L & L engaged Kabani & Company, approved by its audit committee. The filing reports no disagreements and no adverse or qualified opinions for the years ended April 30, 2008 and 2007, and the former auditor's letter agrees. This is the company's second auditor change in this period, following the February 2006 switch to Jaspers + Hall.
This amendment repeats the October 2008 DaPuAn reserve announcement with one visible change: the SuTsong production plan now reads 300,000 tons a year instead of 3,000,000. This appears to correct the earlier figure, though the filing does not say so. The reserve figures are unchanged.
L & L received a government acknowledgement on October 10, 2008 that the recoverable coal reserve at DaPuAn mine rose to about 7.82 million tons from 5 million tons, valued by the company at about $876 million at $112 per ton. The company is using this as the basis for applying to double DaPuAn's annual output to 300,000 tons from 150,000, and is seeking a geological update on SuTsong, where it plans to raise output to 3,000,000 tons a year. The output increases need government approval that has not been granted.