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8-K - REG FD - Hongli Clean Energy Technologies Corp. | d8k.htm |
SinoCoking
SinoCoking Coal and Coke Chemical Industries, Inc. (SCOK)
Management Presentation
February 2010
SinoCoking
2
CONFIDENTIALITY
By accepting delivery of this management presentation (the “Presentation”), you acknowledge and agree that all of
the information contained herein is of a confidential nature and may be regarded as material non-public information
under Regulation FD promulgated by the Securities and Exchange Commission (the "SEC") and that this
Presentation has been furnished to you for the sole purpose of enabling you to consider and evaluate an investment
in the Company. You agree that you will treat such information in a confidential manner, will not use such
information for any purpose other than evaluating an investment in the Company, and will not, directly or indirectly,
disclose or permit your agents, representatives or affiliates to disclose any of such information without the prior
written consent of SinoCoking. You also agree to make your agents, affiliates and representatives aware of the
confidential nature of the information contained herein and the terms of this paragraph including your agreement to
not disclose such information and to be responsible for any disclosure or other improper use of such information by
such agents, affiliates or representatives. Likewise, without the prior written consent of SinoCoking, you agree that
you will not, directly or indirectly, make any statements, public announcements, or other release or provision of
information in any form to any trade publication, to the press or to any other person or entity whose primary business
is or includes the publication or dissemination of information related to the subject matter of this Memorandum. If you
decide not to pursue further investigation of SinoCoking or to not participate in the Placement, you agree to promptly
return this Presentation and any accompanying documentation (and all copies thereof) to SinoCoking or the
placement agent and to continue to keep such information confidential until it is otherwise publicly disclosed.
the information contained herein is of a confidential nature and may be regarded as material non-public information
under Regulation FD promulgated by the Securities and Exchange Commission (the "SEC") and that this
Presentation has been furnished to you for the sole purpose of enabling you to consider and evaluate an investment
in the Company. You agree that you will treat such information in a confidential manner, will not use such
information for any purpose other than evaluating an investment in the Company, and will not, directly or indirectly,
disclose or permit your agents, representatives or affiliates to disclose any of such information without the prior
written consent of SinoCoking. You also agree to make your agents, affiliates and representatives aware of the
confidential nature of the information contained herein and the terms of this paragraph including your agreement to
not disclose such information and to be responsible for any disclosure or other improper use of such information by
such agents, affiliates or representatives. Likewise, without the prior written consent of SinoCoking, you agree that
you will not, directly or indirectly, make any statements, public announcements, or other release or provision of
information in any form to any trade publication, to the press or to any other person or entity whose primary business
is or includes the publication or dissemination of information related to the subject matter of this Memorandum. If you
decide not to pursue further investigation of SinoCoking or to not participate in the Placement, you agree to promptly
return this Presentation and any accompanying documentation (and all copies thereof) to SinoCoking or the
placement agent and to continue to keep such information confidential until it is otherwise publicly disclosed.
United States securities laws provide severe civil and criminal penalties for anyone trading in securities while in
possession of material non-public information. Notwithstanding the foregoing confidentiality agreement, the recipient
of this Presentation, each shareholder of SinoCoking, and their respective employees, representatives and agents
are authorized to disclose the tax treatment and tax structure of the transactions described herein to their respective
advisors, without limitation of any kind. You may disclose information contained herein to the extent (but only to the
extent) that it relates to the tax treatment or tax structure of the transactions described herein. This authorization is
not intended to permit disclosure of any other information included herein or obtained by you in connection to the
Placement to the extent not related to the tax treatment or the tax structure of such transactions including the
identities or financial information of any kind of current, future or potential shareholders of SinoCoking.
possession of material non-public information. Notwithstanding the foregoing confidentiality agreement, the recipient
of this Presentation, each shareholder of SinoCoking, and their respective employees, representatives and agents
are authorized to disclose the tax treatment and tax structure of the transactions described herein to their respective
advisors, without limitation of any kind. You may disclose information contained herein to the extent (but only to the
extent) that it relates to the tax treatment or tax structure of the transactions described herein. This authorization is
not intended to permit disclosure of any other information included herein or obtained by you in connection to the
Placement to the extent not related to the tax treatment or the tax structure of such transactions including the
identities or financial information of any kind of current, future or potential shareholders of SinoCoking.
SinoCoking
Legal Disclaimer
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Included in this Presentation are forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included in this Presentation that address activities, events or developments that we
expect or anticipate will or may occur in the future are forward-looking statements. The words "will," "should," "believe,"
"intend," "expect," "anticipate," "project," "estimate," "predict," "plan" and similar expressions are also intended to identify
forward-looking statements.
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included in this Presentation that address activities, events or developments that we
expect or anticipate will or may occur in the future are forward-looking statements. The words "will," "should," "believe,"
"intend," "expect," "anticipate," "project," "estimate," "predict," "plan" and similar expressions are also intended to identify
forward-looking statements.
These forward-looking statements include, but are not limited to, statements regarding:
- estimates of proven probable and possible reserve quantities;
- reserve potential;
- business strategy;
- acquisition opportunities;
- estimates of future commodity prices;
- amounts and types of capital expenditures and operating expenses;
- expansion and growth of business and operations;
- expansion and development trends of the coal industry;
- production of coal reserves;
- exploration prospects;
- operating results and working capital; and
- future methods and types of financing, including the financing described in this
Presentation.
Presentation.
3
SinoCoking
Legal Disclaimer, continued. . .
4
Forward-looking statements involve assumptions and are subject to known and unknown risks and uncertainties that
could cause actual results or performance to differ materially from those expressed or implied by such forward-looking
statements. Although we believe that the assumptions reflected in forward-looking statements are reasonable, we can
give no assurance that such assumptions will prove to have been correct. You should also know that forward-looking
statements are not guaranties of future performance and are subject to risks, uncertainties and assumptions. These
factors include, but are not limited to risks described in detail in the section captioned “Risk Factors“ as set forth in any
filings of SinoCoking with the Securities and Exchange Commission. Should any of these risks or uncertainties
materialize, or should any of the assumptions prove incorrect, actual results may differ materially from those included
within the forward-looking statements. SinoCoking undertakes no obligation to publicly release the result of any revision
to these forward-looking statements to reflect events or circumstances occurring after the date they are made or to
reflect the occurrence of unanticipated events.
could cause actual results or performance to differ materially from those expressed or implied by such forward-looking
statements. Although we believe that the assumptions reflected in forward-looking statements are reasonable, we can
give no assurance that such assumptions will prove to have been correct. You should also know that forward-looking
statements are not guaranties of future performance and are subject to risks, uncertainties and assumptions. These
factors include, but are not limited to risks described in detail in the section captioned “Risk Factors“ as set forth in any
filings of SinoCoking with the Securities and Exchange Commission. Should any of these risks or uncertainties
materialize, or should any of the assumptions prove incorrect, actual results may differ materially from those included
within the forward-looking statements. SinoCoking undertakes no obligation to publicly release the result of any revision
to these forward-looking statements to reflect events or circumstances occurring after the date they are made or to
reflect the occurrence of unanticipated events.
Industry and Market Data
The industry and market data appearing in this presentation are inherently estimates and are based upon third-party
data, including information derived from SinoCoking’s own internal estimates. While SinoCoking believes that these
data are reasonable, in some cases this data are based on estimates of SinoCoking or others and cannot be verified by
SinoCoking. Accordingly, prospective investors are cautioned not to place undue reliance on the industry and market
data included in this Presentation.
data, including information derived from SinoCoking’s own internal estimates. While SinoCoking believes that these
data are reasonable, in some cases this data are based on estimates of SinoCoking or others and cannot be verified by
SinoCoking. Accordingly, prospective investors are cautioned not to place undue reliance on the industry and market
data included in this Presentation.
SinoCoking
Legal Disclaimer, continued. . .
Financial Projections
The financial projections that appear in this Presentation are based upon the judgment of company management as of
the date hereof. These estimates and projections are based on assumptions which the company believes are
reasonable as of the date hereof. No assurances can be given, however, regarding the attainability of the projections or
the reliability of the assumptions on which they are based. Certain of the assumptions used inevitably will not
materialize and unanticipated events will occur. As a result, the actual results of the operations of the company will vary
from the projections and the variations may be material. In addition, in preparing the projections, the company had
limited operating history on which to base its revenue and expense assumptions. No independent auditors have
examined, compiled or reviewed these projections in any manner and, accordingly, no independent auditor expresses an
opinion or any other form of assurance on them. This projected financial information was not prepared with a view
toward complying with published guidelines of the Securities and Exchange Commission or the guidelines established by
the American Institute of Certified Public Accountants regarding projections, nor is the projected financial information
intended to be presented in a manner consistent with financial statements prepared in accordance with generally
accepted accounting principles.
the date hereof. These estimates and projections are based on assumptions which the company believes are
reasonable as of the date hereof. No assurances can be given, however, regarding the attainability of the projections or
the reliability of the assumptions on which they are based. Certain of the assumptions used inevitably will not
materialize and unanticipated events will occur. As a result, the actual results of the operations of the company will vary
from the projections and the variations may be material. In addition, in preparing the projections, the company had
limited operating history on which to base its revenue and expense assumptions. No independent auditors have
examined, compiled or reviewed these projections in any manner and, accordingly, no independent auditor expresses an
opinion or any other form of assurance on them. This projected financial information was not prepared with a view
toward complying with published guidelines of the Securities and Exchange Commission or the guidelines established by
the American Institute of Certified Public Accountants regarding projections, nor is the projected financial information
intended to be presented in a manner consistent with financial statements prepared in accordance with generally
accepted accounting principles.
5
SinoCoking
Summary of Terms
Issuer
|
SinoCoking Coal and Coke Chemical Industries, Inc.
|
Offering Size
|
$20.0 Million USD
|
Securities
|
Units consisting of one (1) share of common stock, par value $0.001 (the “Common Stock”), and a warrant to
purchase one-half (0.5) of one share at a purchase price of $12.00 per full share, with a 5 year life (“Unit”) |
Pro Forma
Ownership |
Investors in the offering will in aggregate own approximately 18.5% of the Company (24.3% diluted)
|
Purchase Price
|
$6.00 Per Unit
|
Use of Proceeds
|
To fund the construction of a new coke manufacturing facility and fund associated working capital
requirements in conjunction with borrowing from a proposed $44 million credit facility |
Listing
|
NASDAQ: SCOK
|
Placement Agents
|
Madison Williams and Company LLC and Rodman & Renshaw, LLC
|
Target Close
|
March 2010
|
Registration
|
A registration statement covering the Common Stock sold in this Placement will be filed subsequent to the
transaction’s closing |
6
SinoCoking
Financial Snapshot
7
(1) PROJECTED for the fiscal year ending June 30, 2010.
(2) Reflects common shares sold in the February 5, 2010 reverse acquisition and $7 million private placement.
SinoCoking
Company Overview
SinoCoking is a vertically integrated producer and marketer of coal products, including coke, raw and
washed coal, and chemical byproducts.
washed coal, and chemical byproducts.
Coal Mine
- Operates a coal mine located in Baofeng County, a
part of Pingdingshan Prefecture south of the
provincial capital of Zhengzhou
part of Pingdingshan Prefecture south of the
provincial capital of Zhengzhou
- Mining rights to extract approximately 2.5 million tons
of coal from Baofeng mine
of coal from Baofeng mine
Coal Washing Facility
- Extracted coal is processed at SinoCoking’s coal-
washing facility for washing and sorting
washing facility for washing and sorting
- Washed coal is sold to customers as washed coal
and portions of washed coal are used by SinoCoking
to manufacture coke
and portions of washed coal are used by SinoCoking
to manufacture coke
Coking Facility
- Produces and sells two types of coking coal
(“coke”): metallurgical coke primarily used in steel
manufacturing and chemical coke used mainly for
synthesis gas production
(“coke”): metallurgical coke primarily used in steel
manufacturing and chemical coke used mainly for
synthesis gas production
Raw Coal
246,000
Coke
155,000
Washed Coal
244,000
Coal Tar
7,600
Coke
155,000
Raw Coal
73,000
Washed Coal
55,000
Coal Tar
7,600
Production and Sales (FY June 30, 2009)
8
SinoCoking
1996 - Founding. Mr. Jianhua Lv leaves Henan Province Pingdingshan Coal Group to start Hongli using his own capital.
§ Trader / Distributor of coal products
§ Acquisition of coal washing facility
2002 - Acquisition of the Baofeng Coking Factory. Hongli acquires the Baofeng Coking Factory to begin coke manufacturing.
2007 - Establishment of Baofeng Hongchang Coal. A subsidiary of Hongli that would operate SinoCoking’s mining operations.
2008 - Establishment of Top Favour Limited (BVI) Holding Company.
§ Top Favour established as a British Virgin Islands holding company, which through its wholly owned subsidiary Pingdingshan
Hongyuan Energy Science and Technology Development Co., Ltd. (“Hongyuan”), controls Henan Pingdingshan Hongli Coal & Coke
Co., Ltd. (“Hongli”).
Hongyuan Energy Science and Technology Development Co., Ltd. (“Hongyuan”), controls Henan Pingdingshan Hongli Coal & Coke
Co., Ltd. (“Hongli”).
2009 - Establishment of WFOE. Hongyuan, a subsidiary of Top Favour is approved as a wholly-owned foreign entity.
§ Top Favour enters into a share exchange agreement with Ableauctions.com, Inc., a Florida corporation listed on the NYSE American
Stock Exchange, whereby Top Favour will become a wholly owned subsidiary of Ableauctions.com Inc. in exchange for a majority of the
equity ownership of the pro forma combined entity.
Stock Exchange, whereby Top Favour will become a wholly owned subsidiary of Ableauctions.com Inc. in exchange for a majority of the
equity ownership of the pro forma combined entity.
§ On December 30, 2009, the Ableauctions.com shareholders formally voted to approve the share exchange transaction.
2010 - Completion of Going-Public Transaction and Initial Private Placement.
§ Completed reverse takeover with Ableauctions.com
§ Closed $7 million private placement financing with high net worth investors
§ Symbol on NASDAQ Capital Market is SCOK
§ Pursuit of plans for construction of new coking facility
§ Announced preliminary plans to consolidate ten (10) smaller mining companies in the Pingdingshan / Baofeng county area
SinoCoking Corporate History
9
SinoCoking
Management Team - Officers
Name
|
Title
|
Age
|
Current & Previous Experience
|
Jianhua Lv
|
Founder,
CEO and Chairman |
41
|
• Executive Director and Chairman of Hongli since 1996, when he founded the company
• From 1989 to 1996 Mr. Lv held a number of positions at the Henan Province
Pingdingshan Coal Group, where he has developed many years of experience in the coal and coking industries • Standing committee member of the Chinese People’s Political Consultative Conference
of Baofeng, Henan Province |
Liuchang Yang
|
Director and
Vice President |
54
|
• Served as a Director of Hongli since 2003, and as its Vice Chairman since January
2006 • Held various offices at the Company’s predecessors from 1983 to 2005, including
secretary, deputy director, director and general manager of human resources |
Zan (Sam) Wu
|
Chief
Financial Officer |
32
|
• Chief Financial Officer of Hongli since July 2009
• Chief representative of Global American, Inc. from 2006 - 2009
• Assistant manager and financial manager at Domino Scientific Equipment Ltd. from
2004 - 2006 |
Hui Zheng
|
Vice
Manager of Human Resources |
37
|
• Manager of Human Resources at Henan Province Pingdingshan Hongli Coal & Coke
Co., Ltd. (SinoCoking) since 2006 |
10
SinoCoking
Management Team - Board of Directors
Name
|
Title
|
Age
|
Current & Previous Experience
|
Jianhua Lv
|
Founder, CEO
and Chairman |
41
|
See previous page
|
Liuchang Yang
|
Director and Vice
President |
54
|
• Served as a Director of Hongli since 2003, and as its Vice Chairman since January 2006
• Held various offices at the Company’s predecessors from 1983 to 2005, including secretary, deputy
director, director and general manager of human resources |
Hui Zheng
|
Vice Manager of
Human Resources |
37
|
• Manager of Human Resources at Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd. (SinoCoking)
since 2006 |
Hui Huang
|
Director
|
42
|
• CEO of Wuhan Pingdingshan Coal and Wuhan Steel Unification Coking Company
• Served as Director of Sales and Administration, and as Director of the Economics and Technology
Cooperation Center of the Pingdingshan Coal Group • Vice-Director of the Henan Institute of Coal
|
Yushan Jiang
|
Director
|
55
|
• CEO of the Pingdingshan Coal Group Shoushan Coking Co., Ltd
• Served as the CEO of the Pingdingshan Coal Group Shoushan Coking Co., Ltd. since February 2007
• Vice-Director and member of the Coking Committee of the Henan Province Metals Association
• Vice-Secretary of the Henan Province Institute of Coal & Coke
|
Jin Yao
|
Director
|
61
|
• Vice-Chairman of the China Division of the Asia Pacific CEO Association
• Vice-Chairman of the China Division of the Asia Pacific CEO Association since 2003
• Served as General Manager at the Beijing Gaoping Technology Development Company from 1989 to 2003
|
Haoyi Zhang
|
Director
|
36
|
• CFO of Henan Pinggao Electricity Ltd. (Shanghai Stock Exchange: 600312), an A-share public company
• Served in Auditing and Finance positions for private and state-owned enterprises
• Designated to serve as audit committee chairman and audit committee financial expert
|
11
SinoCoking
Operational Overview - Vertical Integration
Coal Mining and
Open Market
Purchases
Open Market
Purchases
Coal Washing and Processing
Coking
Process
Process
Customers
12
SinoCoking
Company Operations - Coal Mining
Extraction
SinoCoking operates an underground coal mine
• Permitted to extract 2.5 million tons of coal from the Baofeng mine
• FY 2009, extracted 246,000 tons using the “room and pillar” method
• Coal extracted is bituminous coal
• Approximately 8% typically possesses properties that meet the
requirements for coking coal
requirements for coking coal
The coal extracted from the mine generally has a sulfur content
of less than 0.6% and energy content of 5,200-6,200 kcal/kg
of less than 0.6% and energy content of 5,200-6,200 kcal/kg
The extracted coal is transported to SinoCoking’s plant located
two miles from the mine site and processed at the Company’s
coal-washing facility
two miles from the mine site and processed at the Company’s
coal-washing facility
Trading
Given management’s expertise, the Company also engages in
coal trading for profit.
coal trading for profit.
• SinoCoking brokers coal from small independent mine operators in
its surrounding areas
its surrounding areas
• If purchased coal meets requirements for coking, SinoCoking will
generally use it to produce coke; otherwise, it holds and sells the
coal when market conditions are favorable
generally use it to produce coke; otherwise, it holds and sells the
coal when market conditions are favorable
13
SinoCoking
Company Operations - Coal Washing
Coal Washing and Processing
The coal washing facility at the current plant site is capable
of processing up to 750,000 tons of coal per year
of processing up to 750,000 tons of coal per year
Coal is washed through a water-based jig washing process
Sorting machines that can process up to 600 tons of coal per
hour sort the washed coal according to size
hour sort the washed coal according to size
Approximately 1.33 - 1.38 tons of raw coal generally yields
one ton of washed coal
one ton of washed coal
The bulk of the washed coal currently produced is reserved
for SinoCoking’s coking plant, although on occasion
SinoCoking will sell washed coal on the open market if prices
are favorable
for SinoCoking’s coking plant, although on occasion
SinoCoking will sell washed coal on the open market if prices
are favorable
Coal-washing process produces two byproducts:
• “Medium” coal, a PRC coal industry classification, is coal that
does not have sufficient thermal value for coking, and is mixed
with raw coal and even coal slurries, and sold for home and
industrial heating purposes; and
does not have sufficient thermal value for coking, and is mixed
with raw coal and even coal slurries, and sold for home and
industrial heating purposes; and
• Coal slurries are the castoffs and debris from the washing
process. Coal slurries can be used as a fuel with low thermal
value, and are sold “as is” or mixed with “medium” coal
process. Coal slurries can be used as a fuel with low thermal
value, and are sold “as is” or mixed with “medium” coal
14
SinoCoking
Company Operations -
Coke Manufacturing; Current Facility
Coke Manufacturing; Current Facility
Current Coking Facility
• The Company produces two type of coke: metallurgical coke and chemical coke
• SinoCoking’s metallurgical coke has typical characteristics of 85% fixed carbon, less than 12% ash, less
than 1.9% volatile matter and less than 0.7% sulfur
than 1.9% volatile matter and less than 0.7% sulfur
• The Company’s chemical coke has typical characteristics of more than 80% fixed carbon, less than 18%
ash, less than 3% volatile matter and less than 0.8% sulfur
ash, less than 3% volatile matter and less than 0.8% sulfur
• Coke is produced onsite from a series of three parallel WG-86 Type coke ovens
• Current facility can only use raw coal with a G-index of 75 or higher (current price RMB 1300 / ton)
• An annual capacity of 250,000 tons
• By-products include coal tar and coal gas which powers a turbine in an adjacent power plant to provide
electricity for the Company’s operations
electricity for the Company’s operations
• 4.5km rail facility that connects into the national railway
15
SinoCoking
Company Operations -
Coke Manufacturing; Planned New Facility
Coke Manufacturing; Planned New Facility
New Coking Facility (projections)
• Plans to complete construction and start production by the first calendar quarter of 2011, assuming sufficient capital
for construction (approximately $65 million in incremental capital) available by March 2010
for construction (approximately $65 million in incremental capital) available by March 2010
• Expected theoretical production capacity of 900,000 tons of coke per year; practical capacity of 850,000 tons
• New coking factory will be equipped with new technologies that make it capable of processing inferior washed coal
(with G-index as low as 45, currently priced at RMB 600 / ton) that can be acquired from third-parties
(with G-index as low as 45, currently priced at RMB 600 / ton) that can be acquired from third-parties
• New factory will produce other coal byproducts including crude benzol, sulfur and ammonium sulfate
• Plan to sell excess coal gas to local government for use in residential grid - this opportunity is not in the projections
and could be a substantial revenue addition
and could be a substantial revenue addition
16
SinoCoking
Sales & Marketing
Product
|
Distribution
|
Coke
|
• Sold to distributors and the state-owned trading company Wu Han Tie Ying Trading Corporation
• Non-binding annual letters of intent that set forth current year supply quantities, suggested pricing, and monthly
delivery schedules. |
Raw Coal
|
• Primarily sold to distributors who then resell to power plants
• Per purchase order basis; payment on delivery or prepay
|
Washed Coal
|
• Primarily sold to a trading company who then resells to Wu Han Tie Ying Trading Corporation
|
Coal Tar
|
• Sold to traders who resell to end users
• Pre-purchase order basis; payment on delivery or prepay
|
Coal Gas
|
• SinoCoking plans to sell the coal gas from the new coking factory to the local government
|
Coal byproducts sales
|
• Sold to trading companies who resell to end users
|
Customers
Four customers collectively accounted for 65 percent of SinoCoking’s total revenue in fiscal year 2009
• Wu Han Tie Ying Trade Ltd, 29% of total sales
• Hu Nan Lou Di Zhong Yuan Trade Ltd, 13% of total sales
• Wu Han Zheng Tong Industrial Trade Ltd, 12% of total sales
• Heng Yang Shi Guan Xiang Material Ltd, 11% of total sales
17
Product Distribution
SinoCoking
Growth Strategy
Current coking customer demand significantly exceeds SinoCoking’s current production capacity.
SinoCoking plans to build a new state-of-the-art coking facility to expand production and widen its product line, which if
completed as planned, would increase coke production capacity from 350,000 tons to an estimated 1,200,000 tons
per year.
completed as planned, would increase coke production capacity from 350,000 tons to an estimated 1,200,000 tons
per year.
New Facility - Projected Timeline
• Broke ground on this project recently and is using its internal resources to fund its initial development
• In summer 2009, SinoCoking ordered capital equipment with prepayment of USD $4.4 million
• Plans to acquire zoned land use rights for USD $22 million
• Spring 2010 - plans to commence construction of facility
• Facility expected to begin production in Q1 2011 (1)
New facility would allow SinoCoking the opportunity to expand into other coal-related products including:
• Crude benzol
• Sulfur
• Ammonium sulfate
• Increase coal tar production
SinoCoking plans to continue to integrate vertically to improve margins
(1) Contingent on financing.
18
SinoCoking
Macroeconomic Drivers
Chinese economy expected to grow at 9% annually next 5 years
• Economy has grown over 10% annually over the last thirty years
• Hundreds of millions of Chinese creating a newly emergent middle class expected to drive consumption in the next
decade
decade
Steel demand in China expected to grow at 10% annually next 5 years
• Expected Chinese steel production of 600 million metric tons in 2016 (1)
• Continued investment in construction, infrastructure, and growing automobile demand will underpin steel demand
Demand for coke should follow steel demand growth
• Metallurgical coke is a major input into the steel production process
• Estimated consumption of coke per year in China is approximately 4.5 billion tons
• China is the largest producer and consumer of coking coal in the world
Possible coke supply shortage from government leading consolidation of small sized mines
• Provincial governments, notably in Shanxi and Henan, are promoting consolidation of smaller mines
• Larger operators are expected to be more efficient, environmentally responsible, and safety conscious
(1) Wall Street Journal as of 1/11/2010.
19
SinoCoking
Company Specific Drivers
Experienced Leadership with Demonstrated Profitability
§ Mr. Lv successfully bootstrapped his coal mining business, taking an underperforming company and creating a vertically-
integrated, profitable regional player that is well-regarded by the local and provincial governments
integrated, profitable regional player that is well-regarded by the local and provincial governments
§ Despite the challenging economic environment, SinoCoking remained profitable in 2009 and is well-positioned for 2010
§ Capital will allow the Company to build a new facility, diversify its product mix, use lower quality coal as an input in the
coke manufacturing process, and improve its margins
coke manufacturing process, and improve its margins
Significant Organic Growth with Scalable Business Model
§ Coke demand continues to outstrip supply
§ Vertical integration allows for profitable expansion and flexible product mix
§ Scale creates more opportunity for acquisitions and an increased ability to access capital
Consolidation opportunity
§ Provincial government has issued guidelines to encourage the consolidation of the local coal industry
§ As a U.S. listed public company, the company has access to capital that privately owned competition does not (no
comparable-sized entity in the U.S. or Asian capital markets)
comparable-sized entity in the U.S. or Asian capital markets)
Strong Regional and National Relationships
§ Several prominent regional coal executives on its board
§ Strong provincial and national government relationships
20
SinoCoking
Consolidation Opportunity
Henan Provincial & Coal Markets
§ Henan Province produced 235 million tons of coal in 2009, approximately 8.5% of China’s total production making it China’s
second most prolific coal region
second most prolific coal region
§ Henan’s coke production in 2008 totaled 19.5 million tons
§ Henan has five major coal producing regions: Pingdingshan, Jiaozuo, Hebi, Yima, and Zhengzhou
§ The market is highly fragmented with several large state-owned coal groups and hundreds of smaller producers
Government Backed Consolidation
§ Henan provincial authorities are pushing consolidation of a the coal industry with a preference for vertically integrated
producers that capture the most economic benefit from the resources and do so with worker safety and environmental
considerations
producers that capture the most economic benefit from the resources and do so with worker safety and environmental
considerations
§ Similar to Shanxi consolidation (which reduced the number of operators by 60%), but 24 months later
§ Developing the coal chemical industry is a key provincial focus for Henan, thus a preference for vertically integrated coal
producers than can capture chemical by-products
producers than can capture chemical by-products
§ In February 2010, provincial authorities issued the following consolidation guidelines:
§ Mines producing under 150,000 tons and with less than 1,000,000 tons of reserves will be shut down by year end
§ Only four types of companies can be consolidators: state-owned coal groups, power companies, chemical companies
and vertically integrated coal companies that are listed on major stock exchanges
and vertically integrated coal companies that are listed on major stock exchanges
§ Provincial government is planning on reducing total mines in the Pingdingshan area to 40 from 140
§ Under the provincial consolidation guidelines, smaller private companies must pursue mergers or they will be shut down by
default
default
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SinoCoking
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Financial Review
SinoCoking
Revenues and EBITDA
Revenues: 2006A - 2010E
EBITDA: 2006A - 2010E
($ in 000’s)
§ SinoCoking acquired its coking factory from the Baofeng County Coking Factory, a state-owned enterprise, in
2005
2005
§ Since that time, SinoCoking ramped up its coke production through a series of equipment improvements and
upgrades
upgrades
§ Revenues increased from $11 million for the year ended June 30, 2006 to $30 million for the year ended June 30,
2007, representing an increase of 172%
2007, representing an increase of 172%
§ In 2008, revenues increased 95% compared to 2007, resulting from rapidly rising market prices for coal and coke
§ Revenues decreased slightly in 2009 caused primarily by a decline in market prices for coke and softening
demand for coke by steel producers, offset by increases in raw and washed coal prices
demand for coke by steel producers, offset by increases in raw and washed coal prices
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SinoCoking
GAAP Income Statements
($ in 000’s)
24
SinoCoking
Historical Revenue Breakdown
Raw Coal │ Washed Coal │ Coke │ Coal Tar
SinoCoking Optimizes Product Mix for Profit Potential
§ 2008 saw record coke prices
§ 2009 price reversion - management responded by selling less coke and finding profit opportunities in supply /
trading of new washed coal
trading of new washed coal
25
SinoCoking
Historical Volumes and Pricing: Raw Coal
Raw Coal
26
SinoCoking
Historical Volumes and Pricing: Washed Coal
Washed Coal
27
SinoCoking
Historical Volumes and Pricing: Coke
Coke
28
SinoCoking
Projected Revenues and EBITDA
Revenues: 2010E - 2013E
EBITDA: 2010E - 2013E
($ in 000’s)
§ SinoCoking’s overall revenue is expected to increase by 35.0%, for fiscal 2010, as construction of the new plant
begins but will have no revenue impact in such year
begins but will have no revenue impact in such year
§ From 2010 to 2011, after completion of the new plant, revenues are expected to increase by 92.1%, and then
double from 2011 to 2012
double from 2011 to 2012
§ Thereafter, SinoCoking expects relatively modest increases in coke volume, as market conditions dictate
§ These increases year to year are expected to be driven by increases in sales volumes of coke, raw coal and coal tar
§ The Company’s projections assume EBITDA margins decline relative to recent results due to a greater proportion of more
expensive, third-party washed coal used as feedstock for its coking operations than presently occurs
expensive, third-party washed coal used as feedstock for its coking operations than presently occurs
New coking facility expected to be completed in FY 2011
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SinoCoking
Projected Revenue Breakdown
30
SinoCoking
Coke, Raw Coal and Washed Coal
Coke
Washed Coal
31
SinoCoking
Selected Balance Sheet Items
Capital Structure
($ in 000’s)
Note: Assumes an equity raise of up to $20 million and includes the February 5th, 2010 closed private placement of $7 million
* The Company expects to receive a project loan from a local bank in Pingdingshan in the amount of RMB 300 million ($USD 44 million)
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SinoCoking
33
Capital Structure
SinoCoking
34
Valuation Table
SinoCoking
Valuation Analysis
Valuation Range
7.0x - 13.0x
6.0x - 20.0x
5.0x - 12.0x
16.0x - 27.0x
12.0x - 25.0x
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