SinoTech Energy Limited (Nasdaq:CTE) ("SinoTech" or the "Company"),
a fast-growing provider of enhanced oil recovery ("EOR") services
in China, today responded to allegations made in a report posted on
alfredlittle.com.
The board of directors of SinoTech wishes to state clearly that
it is not aware of inaccuracy with respect to material facts or
material omission contained in its previous public reports and
filings with the United States Securities and Exchange Commission.
The Company further believes alfredlittle.com's report to be
inaccurate and defamatory. As indicated in its report,
alfredlittle.com has taken a short position in the American
depositary shares representing Company's ordinary shares and
therefore stands to realize significant gains in the event that the
Company's share price declines. Alfredlittle.com explicitly states
in its report on the Company that it makes no representation as to
the accuracy, timeliness or completeness of any information
contained in the report. The Company was not contacted by
alfredlittle.com in advance of the publication of this report, but
did supply a company conducting research on Sinotech, International
Financial Research and Analysis Group (IFRA), with clear and
extensive evidence refuting the allegations contained in the
report.
Sinotech's board of directors has decided to appoint an
independent special committee to fully investigate these
allegations. The independent committee intends to engage an
independent auditor and independent legal counsel to conduct an
investigation into these allegations. The findings of the
independent special committee's investigation will be disclosed to
the investing public as soon as such investigation is
completed.
In addition to the responses presented in this announcement, the
Company reserves the right to take whatever actions necessary in
response to any further efforts to defame the Company and victimize
SinoTech's shareholders.
Mr. Guoqiang Xin, chief executive officer of SinoTech commented:
"We are outraged by this blatantly self-interested, mercenary
attempt to profiteer at the expense of SinoTech and its
shareholders. The alfredlittle.com report is riven with
inaccuracies, fabrications and unsubstantiated allegations, and its
conclusions are utterly without foundation. SinoTech has always
been committed to upholding the best interests of our shareholders
and we have therefore sought to make public as much information as
possible as quickly as possible in order to make clear the
fundamental mistruth of these allegations. We stand by the
integrity of our company, our operations and our financial
statements and are committed to protecting the welfare of our
shareholders to any extent necessary."
Company has established physical and online data
rooms
The presentations contained in this announcement in refuting the
allegations made by alfredlittle.com are supported by the evidence
gathered by the Company. Sinotech has made all material evidence
referred to in this announcement available for investors to examine
in a data room at the Company's headquarters in Beijing. Contact
details can be found on the Company's investor relations website at
http://ir.sinotechenergy.com/. Additionally, digital copies of
photographs, bank statements, and other data that are not of a
sensitive, confidential or competitive nature will be made
available in a digital data room. For access to the digital data
room, please email Rebecca.guo@sinotechenergy.com.
Company to Hold Conference Call
The Company has scheduled a conference call to address these
allegations at 8:30 AM Eastern Time (ET) (8:30 PM Beijing/Hong Kong
time) on August 17, 2011.
The dial-in details for the live conference call are as
follows:
- International dial-in number:
+1-617-614-3672
- U.S. dial-in
number:
+1-800-260-8140
Participant
Passcode:
98928241
A replay of the conference call will also be available until
August 24, 2011 by dialing:
- International dial-in
number:
+1-617-801-6888
Passcode:
84893536
In addition, a live and archived webcast of the conference call
will be available on Sinotech's website at
http://ir.sinotechenergy.com/events.cfm.
SinoTech's Detailed Responses to Alfredlittle.com's
Allegations
Bank Statements
Alfredlittle.com alleges that SinoTech is misrepresenting its
cash position. To refute this, SinoTech has summarized its bank
statements below and has made available physical bank statements in
its data room in Beijing. The Company currently has the equivalent
of US$54.9 million in bank accounts in China and US$38.3 million in
bank accounts overseas.
|
Tianjin New Highland |
Sinotech |
International Petrolum Service |
Total |
|
USD Equivalent |
USD |
USD |
USD |
|
|
|
|
|
|
|
|
|
|
Tianjin Bank Dagang Branch (RMB account) |
206,406.50 |
|
|
206,406.50 |
|
|
|
|
|
Xingye Bank (USD account) |
247.42 |
|
|
247.42 |
|
|
|
|
|
Agricultural Bank of China Youtian Brand (RMB
account) |
54,667,795.12 |
|
|
54,667,795.12 |
|
|
|
|
|
China Construction Bank Tianjin Dagang
Branch (RMB account) |
111,418.74 |
|
|
111,418.74 |
|
|
|
|
|
Bohai Bank (RMB Account) |
404.42 |
|
|
404.42 |
|
|
|
|
|
Citi Private Bank USD |
|
3,960,305.09 |
|
3,960,305.09 |
|
|
|
|
|
UBS Investment Bank USD |
|
5,000,000.00 |
|
5,000,000.00 |
|
|
|
|
|
HSBC Savings-HKD |
|
|
782.45 |
782.45 |
|
|
|
|
|
HSBC Current-HKD |
|
|
28.27 |
28.27 |
|
|
|
|
|
HSBC USD |
|
|
29,355,814.53 |
29,355,814.53 |
|
|
|
|
|
|
54,986,272.21 |
8,960,305.09 |
29,356,625.25 |
93,303,202.55 |
|
|
|
|
|
Cash |
556.52 |
|
|
556.52 |
|
|
|
|
|
Exchange rate differences |
|
|
|
(129,921.07) |
|
|
|
|
|
Total |
54,986,828.73 |
8,960,305.09 |
29,356,625.25 |
93,173,838.00 |
Authenticity of Dongying Luda, SinoTech's import agent
for LHD equipment
Alfredlittle.com alleges that the Company's sole import agent
for LHD equipment, Dongying Luda Petrochemical Equipment Co. Ltd,
is a shell company.
SinoTech asserts that the site presented as the operating
address of Dongying Luda is incorrect. Dongying Luda's operating
address is 11/F, Dongzhao Building, No, 747, Number One Road, North
Dongying City.
The Company has gathered photos of the Dongying Luda operating
address, photos of its equipment assembly facilities and photos of
LHD equipment onsite at these facilities. Further, the Company has
gathered contracts, equipment invoices, and bank transfer
statements, detailing its transactions with Dongying Luda. These
have been made available for investors to view at a data room in
the Company's headquarters in Beijing and the Company is willing to
arrange an on-site visit to the Dongying Luda facility for
interested investors.
The Company began purchasing LHD units through Dongying Luda in
2007, and inspected Dongying Luda's import license at that
time. As of July 31, 2011, SinoTech has signed four contracts
with Dongying Luda relating to the importing and assembly of 20 LHD
units with a total value of approximately RMB 1 billion. Sixteen of
these units have already been delivered to SinoTech and put into
operation. The purchase invoices and component lists relating to
these units have been made available in the Company's data room in
Beijing.
While SinoTech received its own import license in March 2011,
the Company has chosen to continue working with Dongying Luda on
importing LHD units because of the latter's superior experience and
expertise in this field. At its facilities in Dongying, Shangdong
Province, Dongying Luda has more than 20 engineers who, in addition
to assisting with the assembly and testing of new LHD units,
perform annual maintenance on the Company's existing LHD
fleet.
Authenticity of Tianjin Shanchuan, SinoTech's supplier
of MDF chemicals
Alfredlittle.com alleges that the Company's sole provider of MDF
chemicals, Tianjin Shanchuan Petroleum Chemicals Co. Ltd., is a
shell company.
SinoTech asserts that the site referenced in the
alfredlittle.com report is not the correct address of Tianjin
Shanchuan. The Company has gathered photos of the correct operating
address of Tianjin Shanchuan and photos of its MDF production
facilities. Further, the Company has gathered contracts, invoices,
and bank transfer statements, detailing its transactions with
Tianjin Shanchuan. The Company is also willing to arrange an
on-site visit to the Tianjin Shanchuan facility for interested
investors. In early 2010, during the due diligence process in
advance of the Company's IPO, a number of investors, lawyers,
bankers and other professional teams visited Tianjin Shanchuan's
production base, and inspected reactors and other
facilities.
Alfredlittle.com also alleges that Professor Manglai Gao, from
whom SinoTech acquired a patent for the second generation of MDF
technology in May 2010 is not affiliated with Tianjin Shanchuan,
contrary to statements in the Company's 20-F filing. The Company
does not know the context of the conference call between Professor
Gao and alfredlittle.com, however the Company is in possession of a
letter between Professor Gao and Tianjin Shanchuan confirming their
affiliation which will be made available for
inspection.
Authenticity of SinoTech's largest subcontracting
customers
Alfredlittle.com alleges that the Company's top five
subcontracting customers of LHD equipment, Hebei Daofu Petroleum
Prospecting Technology Development Co., Ltd, Panjin Hanyu Oil
Technology Development Co., Ltd, Liaoning Ouya Dongdi Coalbed Gas
Technology Development Co., Ltd, Shenyang Rising Methane Technology
Service Co., Ltd, and Daqing Huajian Petroleum Technology Service
Co., Ltd, are shell companies.
These five subcontracting customers are responsible for market
education, business development, field work arrangements and
payment collection for and payment transfer to SinoTech. This
arrangement allows SinoTech to focus on expansion of its LHD fleet
and enhancing the application of LHD technology.
SinoTech has long-term contracts with all five companies and
settles payments on a project by project basis. The Company
has maintained invoices and payment statements for all business
activities with these subcontracting customers. The payment
statements contain serial numbers of the oil wells and the total
number of meters drilled by the equipment. Sinotech will
facilitate onsite visits to the relevant oil wells upon
request. As of today, the Company has maintained a history of
accounts receivables concerning these subcontracting customers as
highlighted below:
- Hebei Daofu: total gross revenue from October 2009 to June 2011
was RMB240 million, accounts receivable balance at the end of June
2011 was RMB55 million;
- Panjin Hanyu: total gross revenue from October 2007 to June
2011 was more than RMB300 million, accounts receivable balance at
the end of June 2011 was RMB 59 million;
- Eurasia Gas: total gross revenue from October 2008 to June 2011
was more than RMB 100 million, accounts receivable balance at the
end of June 2011 was nil;
- Shenyang Ruixing: total gross revenue from October 2010 to June
2011 was RMB 39 million, accounts receivable balance at the end of
June 2011 was RMB 27 million;
- Daqing Huajian: total gross revenue from October 2009 to June
2011 is around RMB235 million, accounts receivable balance at the
end of June 2011 is RMB51 million.
Accounts
Receivable Balance as of June 30, 2011 (USD) |
|
|
Company |
A/R Balance |
1-30 days |
31-60 days |
61-90 days |
1 |
Panjin Hanyu |
59,173,310.00 |
19,683,170.00 |
19,716,810.00 |
19,773,330.00 |
2 |
Shenyang Rising |
27,121,500.00 |
8,883,000.00 |
8,991,000.00 |
9,247,500.00 |
3 |
Hebei Daofu |
55,475,000.00 |
18,491,000.00 |
18,492,000.00 |
18,492,000.00 |
4 |
Ouya Dongdi |
-- |
|
|
|
5 |
Daqing Huajian |
50,600,000.00 |
16,650,000.00 |
16,900,000.00 |
17,050,000.00 |
Total |
|
192,369,810.00 |
63,707,170.00 |
64,099,810.00 |
64,562,830.00 |
The photos of these companies shown in the report on
alfredlittle.com do not show the companies' actual facilities.
Please refer to SinoTech's online and physical data room for photos
of these five companies' facilities.
Alfredlittle.com also alleges that Mr. Peiju Yan, the largest
shareholder and legal representative of Hebei Daofu is a related
party to SinoTech's operating subsidiary, Tianjin New Highland
(TNH). In October 2004, when TNH was founded, Mr. Yan had an
approximately 0.2% equity ownership interest in TNH and he sold all
of such equity interest to an unrelated party in October 2006. Mr.
Yan has never held a managerial role at TNH. Accordingly, TNH and
Hehi Daofu are not, nor have they even been, "related parties" as
the term is defined under the rules of the United States Securities
and Exchange Commission.
Legitimacy and quality of SinoTech's
technologies
Alfredlittle.com alleges the Company's reported LHD revenues are
questionable based on a 2009 market share claim by Maple Group.
Comparing Maple Group's 2009 market share claims with the Company's
reported LHD revenue, alfredlittle.com states that the Company's
revenue claims would imply China's market size for LHD would be
comparable to that of the global market two years ago. Jet-Drill
Well Services LLC provides leading third generation technology,
with clear market leadership in China and world. In the next few
days, the Company will make market research report available to
investors through its online data room.
Discrepancies between SinoTech's SAIC financial reports
and SEC financial reports
Alfredlittle.com alleges that the Company's SAIC records confirm
the Company's business operations are negligible. The Company has
recently reconciled its PRC tax filings on a consolidated basis
with its financial statements reported in its SEC filings for
fiscal year 2009 and has not found any inconsistency in any
material respect. SAIC reports will state different sectors and
regions according local SAIC system and requirements based on the
Company's tax statement. SinoTech's SAIC filings are largely
derived from its tax filings in the PRC.
Integrity of SinoTech's board of directors
Alfredlittle.com alleges that the Company's board of directors
lacks independence and effective oversight of management.
Qingzeng Liu
Alfredlittle.com alleges that Sky China Petroleum Services
(Sky China), for which Sinotech's chairman, Qingzeng Liu, serves as
CEO, competes with the Company. In fact, Sky China does not
compete with the Company. Approximately 70% of Sky China's revenue
comes from operations related to transportation for oil related
business, while the remaining 30% derives from oilfield equipment
unrelated to LHD or MDF technologies.
As a newly listed company in the United States, SinoTech's board
composition is in compliance with the requirements of
Sarbanes–Oxley Act Section 404. Currently, the board consists
of two independent members Jing Liu and Heqing Yao non-independent
members Qingzheng Liu, Guoqiang Xin, Boxun Zhang and Xiaoxuan Bi.
The Company is in the process of appointing a third independent
director before the anniversary of its IPO on November 1, 2011 as
required by applicable rules. The detailed bios of the
two current independent directors of the Company are set forth
below:
Jing Liu
Ms. Liu has more than 15 years of experience in financial
management. From October 2007 to April 2009, Ms. Liu served as the
Chief Financial Officer of Solarfun Power Holdings, a Nasdaq-listed
company, where her overall financial responsibilities included US
GAAP reporting, financial disclosures, investor communications,
strategic planning, financing and liquidity management, internal
control and Sarbanes-Oxley Act compliance. From January 2004 to
September 2007, Ms. Liu served as Vice President—Finance in Thermo
Fisher Scientific (China). In addition to her financial
responsibilities, she was responsible for leading the establishment
of the back-office share service center and was in charge of
business restructuring and integration as well as several major
business acquisitions in China. Earlier on in her career, Ms. Liu
served in senior finance positions at DuPoint (China) and Swire
Coca-Cola (Dongguan). Ms. Liu served as a member of the boards of
all the Thermo Fisher subsidiaries within the Asia Pacific region
(excluding Japan) during her service in the company. Ms. Liu
received an associate degree in Economics from Beijing Nuclear
Industrial Administration University in 1994 and a Master in
Business Administration from Columbia Southern University in
2003.
Heqing Yao
Mr. Yao has over 30 years of experience in the oil and gas
industry. From 1999, Mr. Yao served as the general manager of
PetroChina Dagang Oilfield Company where he was primarily
responsible for overseeing the operation of Dagang Oilfield. In
2005, Mr. Yao was elected to be the member of the Standing
Committee of the Municipal People's Congress of Tianjin, holding
membership on the Financial Committee, and retired in 2008. From
1970 to 1986, Mr. Yao served in various positions as technician and
head of the well repairing team at Dagang Oilfield. From 1986 to
1995, Mr. Yao served in various top executive positions as deputy
chief and chief in the Dagang Oil Administration Bureau where he
was responsible for overseeing the operation and management of the
Bureau. Since 1995, Mr. Yao served as chairman and general manager
of Dagang Oilfield Group Company where he was responsible for the
daily operation of the company. Mr. Yao received his BA in Oil
Recovery Engineering from Beijing Petroleum Institute in 1969.
About SinoTech Energy Limited
SinoTech Energy Limited (Nasdaq:CTE) ("SinoTech") is a
fast-growing provider of enhanced oil recovery ("EOR") services in
China. SinoTech provides innovative EOR services to major oil
companies in China using leading edge technologies, including
certain patented lateral hydraulic drilling ("LHD") technologies,
which the Company has an exclusive right to use in China, and a
molecular deposition film technology, for which the Company holds a
PRC patent. SinoTech also provides technical services to coalbed
methane customers using the LHD technology.
For more information, please
visit http://ir.sinotechenergy.com.
Safe Harbor Statement
This press release contains forward-looking statements within
the meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. All statements other than statements
of historical fact in this press release are forward-looking
statements, including but not limited to, SinoTech's goals and
strategies, its future business development, growth of its
operations, financial condition and results of operations, its
ability to introduce successful new services and attract new
clients, growth of the EOR services market in China and worldwide,
its beliefs regarding its strengths and strategies, changes in the
oil services industry in China, including changes in the policies
and regulations of the PRC government governing the oil services
industry, its access to current or future financing arrangements,
and fluctuations in general economic and business conditions in
China, and other risks and uncertainties disclosed in SinoTech's
filings with the Securities and Exchange Commission. These
forward-looking statements involve known and unknown risks and
uncertainties and are based on information available to SinoTech's
management as of the date hereof and on its current expectations,
assumptions, estimates and projections about SinoTech and the oil
and gas industry. Actual results may differ materially from the
anticipated results because of such and other risks and
uncertainties. SinoTech undertakes no obligation to update
forward-looking statements to reflect subsequent events or
circumstances, or changes in its expectations, assumptions,
estimates and projections except as may be required by law.
CONTACT: Ms. Rebecca Guo
SinoTech Energy Limited, Beijing
+ 86-10-8712-5567
rebecca.guo@sinotechenergy.com
Brunswick Group LLP
Ms. Yue Yu
+86-10-6566-2256
sinotech@brunswickgroup.com
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