RMSI.. $5.60..
Business
Company Background
China LianDi was established in July 2004 to serve the largest Chinese petroleum and petrochemical companies. Through our four operating subsidiaries, which are Hua Shen Trading (International) Ltd., Petrochemical Engineering Ltd., Bright Flow Control Ltd. and Beijing JianXin Petrochemical Engineering Ltd., we: (i) distribute a wide range of petroleum and petrochemical valves and equipment, including unheading units for the delayed coking process, as well as provide associated value-added technical services; (ii) provide systems integration services; and (iii) develop and market proprietary optimization software for the polymerization process. We are a pioneer in modernizing China's delayed coking industry as we will be the first to install clean and safe enclosed unheading units which we expect to launch in the fall of 2010. We ultimately intend to assemble unheading units for the delayed coking process in China (unheading units are used in delayed coking to "unhead" or open the coke drum for the removal of the residual coke). Such a facility would be the first of its kind in the PRC. Our products and services are provided both bundled or individually, depending on the needs of the customer.
Hua Shen Trading (International) Ltd. ("Hua Shen HK") is a company organized under the laws of Hong Kong Special Administration Region of the PRC and was incorporated in 1999. Beginning in 2005, Hua Shen HK started to distribute industrial equipment for the petroleum and petrochemical industry, and became a pioneer company for the imported petroleum and petrochemical equipment industry. Currently, Hua Shen HK has become a qualified supplier for China Petroleum & Chemical Corporation, China National Petroleum Corporation, China National Offshore Oil Corporation, SinoChem Corporation and ChemChina Group Corporation.
China LianDi Reports Financial Results for First Nine Months of FY2010; Provides Guidance...
-- Nine-month fiscal year 2010 revenues increased 456% to $45.6 million and net income increased 1312% to $11.3 million
-- Fiscal 2010 Guidance: Revenues expected to increase 124% YOY to $70.2 million while net income increased 113% of $15.1 million
-- Fiscal 2011 Guidance: Revenues expected to increase 66% YOY to $117 million while net income increased 63% of $24.6 million
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From the 8K listed below...
As a result of the Share Exchange, China LianDi became our wholly-owned operating subsidiary and, upon the issuance of the 27,354,480 shares of Common Stock to the China LianDi Shareholders, the former shareholders of China LianDi owned in the aggregate, approximately 93% of all of our issued and outstanding stock. We currently have 29,358,772 shares of Common Stock outstanding, including the shares issued in the Private Placement.
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BEIJING, March 5 /PRNewswire-Asia-FirstCall/ -- China LianDi Clean Technology Engineering Ltd. (OTC Bulletin Board:RMSI.ob - News), ("China LianDi" or "the Company"), a leading provider of clean technology, downstream flow equipment, engineering services and software to China's leading petroleum and petrochemical companies, today announced financial results for the first nine months of fiscal year 2010, which ended December 31, 2009.
Reported revenues were $45.6 million, an increase of 456% from the $8.2 million in reported revenue for same period of fiscal year 2009. The increase resulted from higher sales of equipment, software and engineering services to the Company's established petroleum and petrochemical customers.
Cost of goods sold for the nine months ended December 31, 2009 was approximately $32.0 million, compared to $5.9 million for the nine months ended December 31, 2008. Gross profit was $13.6 million and gross margins were 29.9%, compared to $2.4 million in gross profit and gross margins of 28.6% during the first nine months of fiscal 2008.
Operating expenses for the nine months ended September 30, 2009, were approximately $1.7 million, compared to $1.6 million in the same period in 2008. Selling expenses in the first nine months of fiscal 2009 were roughly flat at $0.8 million compared to the first nine months of 2008, and general and administration expenses totaled $0.9 million and $0.8 million in the respective periods.
Net income for the first nine months of fiscal 2010 totaled approximately $11.3 million compared to $0.8 million in the equivalent period in fiscal 2009. Net margins were 24.8% and 9.7% for the first three quarters of fiscal years 2010 and 2009, respectively.
"The rapid expansion in petroleum exploration and consumption as a result of China's economic recovery and growth, has driven sales across all product segments which contributed to our record performance during the first nine months of fiscal year 2010," stated Mr. Jianzhong Zuo, Chairman, Chief Executive Officer and President of the Company. "We will utilize our recent capital raise to launch our new clean technology product while capitalizing on all growth opportunities within our core business."
Balance Sheet and Cash Flow
Cash and cash equivalents and restricted cash totaled $19.8 million on December 31, 2009 compared to $6.1 million on March 31, 2009. The Company had total stockholders' equity of $31.7 million, with total assets of $52.5 million versus total liabilities of $20.8 million on March 31, 2009. For the first nine months of fiscal year 2010, the Company generated $7.8 million in cash from operations versus utilization of $4.0 million for the same period in fiscal year 2008. Balance sheet numbers reported in this release and 8-K do not include net proceeds from an approximately $27.6 million private placement completed by the Company on March 1, 2010.
Fiscal year 2010 and 2011 Guidance
For full fiscal years 2010 and 2011, respectively, China LianDi provided revenue guidance of $70.2 million and $116.7 million, representing year-over-year growth of 124% for fiscal 2010 and 60% for 2011. The Company provided net income guidance of approximately $15.1 million for fiscal year 2010 and $25.0 million for 2011, representing year-over-year growth of approximately 113% and 66% for the respective years.
"We look forward to meeting the needs of our many valued petroleum and petrochemical customers as China increases its crude oil exploration and consumption, and as refiners are required to implement clean solutions which improve production efficiencies while helping the environment," added Mr. Zuo. "By the fall of 2010, we expect to have our first installation of our totally enclosed unheading units, which are being developed through a partnership with DeltaGuard for the delayed coking process, and are the first of their kind in China. We are constructing a manufacturing facility to assemble and customize various products in our distribution portfolio, while creating the necessary capacity to produce the new unheading units. These new facilities will be a key component to support future growth."
About China LianDi Clean Technology Engineering Ltd.
China LianDi was established in July 2004 to serve the largest Chinese petroleum and petrochemical companies. Through its four operating subsidiaries, HuaShen Trading (International) Ltd., Petrochemical Engineering Ltd., Bright Flow Control Ltd. and Beijing JianXin Petrochemical Engineering Ltd., the Company distributes a wide range of customized valves and equipment and provides associated value-added technical and integration service. The Company also develops and markets proprietary optimization software for the polymerization process. In addition, LianDi is focused on the large, rapidly growing, clean technology market for oil refineries, projected to reach over $1 billion in the next 10 years. This market is expected to benefit from favorable Chinese government policies, including tax benefits and other incentives.
Cautionary Statement Regarding Forward-Looking Information
This press release may contain certain "forward-looking statements" relating to the business of China LianDi Clean Technology Engineering Ltd., and its subsidiary companies. All statements, other than statements of historical fact included herein are "forward-looking statements" including statements regarding: the impact of the proceeds from the private placement on the Company's short term business and operations,; the general ability of the Company to achieve its commercial objectives, including the ability of the Company to sustain growth; the business strategy, plans and objectives of the Company and its subsidiaries; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's periodic reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov )
For further information, please contact: Company: Joe Levinson, Vice President of Corporate Communications Email: joe@china-liandi.com Investor Relations: HC International, Inc. Ted Haberfield, Executive VP Tel: +1-760-755-2716 Email: thaberfield@hcinternational.net
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Form 8-K for REMEDIATION SERVICES, INC.
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4-Mar-2010
Entry into a Material Definitive Agreement, Completion of Acquisition
Item 1.01 Entry into a Material Definitive Agreement.
Share Exchange Agreement
On February 26, 2010 (the "Closing Date"), Remediation Services, Inc. (the "Company," "we," "our" or "us") entered into a Share Exchange Agreement (the "Exchange Agreement"), by and among (i) China LianDi Clean Technology Engineering Ltd. ("China LianDi") and China LianDi's shareholders, SJ Asia Pacific Ltd., a company organized under the laws of the British Virgin Islands, which is a wholly-owned subsidiary of SJI Inc., a Jasdaq listed company organized under the law of Japan, China Liandi Energy Resources Engineering Technology Limited, a company organized under the laws of the British Virgin Islands, Hua Shen Trading (International) Limited, a company organized under the laws of the British Virgin Islands, Rapid Capital Holdings Limited, a company organized under the laws of the British Virgin Islands, and TriPoint Capital Advisors, LLC, a limited liability company organized under the laws of Maryland (collectively, the "China LianDi Shareholders"), who together owned shares constituting 100% of the issued and outstanding ordinary shares of China LianDi (the "China LianDi Shares") and (ii) Reed Buley, our former principal stockholder ("Buley"). Pursuant to the terms of the Exchange Agreement, the China LianDi Shareholders transferred to us all of the China LianDi Shares in exchange for the issuance of 27,354,480 shares of our common stock, par value $0.001 per share ("Common Stock") (such transaction, the "Share Exchange"). As a result of the Share Exchange, we are now a holding company, which through certain contractual arrangements with operating companies in the People's Republic of China ("China" or the "PRC"), provides downstream flow equipment and engineering services to the leading petroleum and petrochemical companies in the PRC.
Immediately prior to the Share Exchange, 4,690,000 shares of our Common Stock then outstanding were cancelled and retired, so that immediately prior to the Private Placement described in Item 3.02 of this Current Report on Form 8-K, we had 28,571,430 shares issued and outstanding. China LianDi also deposited $275,000 into an escrow account which amount was paid to Buley, owner of the cancelled shares, as a result of the Share Exchange having been consummated.
Securities Purchase Agreement
Immediately after the Share Exchange, we entered into a securities purchase agreement (the "Purchase Agreement") with certain accredited investors listed on Exhibit A thereto (collectively, the "Investors") for the issuance and sale in a private placement of 787,342 units (the "Units") at a purchase price of $35 per . . .
Item 2.01 Completion of Acquisition or Disposition of Assets
On the Closing Date, we consummated the transactions contemplated by the Exchange Agreement, pursuant to which we acquired all of the issued and outstanding shares of stock of China LianDi in exchange for the issuance in the aggregate of 27,354,480 shares of Common Stock to the China LianDi Shareholders resulting in China LianDi becoming our wholly owned subsidiary. As a result, we are now a holding company, which through certain contractual arrangements with operating companies in the PRC, provides downstream flow equipment and engineering services to the leading petroleum and petrochemical companies in the PRC.
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Business
Company Background
China LianDi was established in July 2004 to serve the largest Chinese petroleum and petrochemical companies. Through our four operating subsidiaries, which are Hua Shen Trading (International) Ltd., Petrochemical Engineering Ltd., Bright Flow Control Ltd. and Beijing JianXin Petrochemical Engineering Ltd., we: (i) distribute a wide range of petroleum and petrochemical valves and equipment, including unheading units for the delayed coking process, as well as provide associated value-added technical services; (ii) provide systems integration services; and (iii) develop and market proprietary optimization software for the polymerization process. We are a pioneer in modernizing China's delayed coking industry as we will be the first to install clean and safe enclosed unheading units which we expect to launch in the fall of 2010. We ultimately intend to assemble unheading units for the delayed coking process in China (unheading units are used in delayed coking to "unhead" or open the coke drum for the removal of the residual coke). Such a facility would be the first of its kind in the PRC. Our products and services are provided both bundled or individually, depending on the needs of the customer.
Hua Shen Trading (International) Ltd. ("Hua Shen HK") is a company organized under the laws of Hong Kong Special Administration Region of the PRC and was incorporated in 1999. Beginning in 2005, Hua Shen HK started to distribute industrial equipment for the petroleum and petrochemical industry, and became a pioneer company for the imported petroleum and petrochemical equipment industry. Currently, Hua Shen HK has become a qualified supplier for China Petroleum & Chemical Corporation, China National Petroleum Corporation, China National Offshore Oil Corporation, SinoChem Corporation and ChemChina Group Corporation.
Petrochemical Engineering Ltd. ("PEL HK") was established in Hong Kong PRC under . . .
Item 3.02 Unregistered Sales of Equity Securities
In connection with the Exchange Agreement, on February 26, 2010, we issued an aggregate of 27,354,480 shares of our common stock to the China LianDi Shareholders. We received in exchange from the China LianDi Shareholders 50,000 shares of China LianDi, representing 100% of the issued and outstanding shares of China LianDi, which exchange resulted in China LianDi becoming our wholly-owned subsidiary. The issuance of such securities was exempt from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Securities Act of 1933, as amended (the "Securities Act").
As more fully described in Item 1.01 above, on February 26, 2010, immediately following the Share Exchange, we consummated the Private Placement for the issuance and sale of Units, consisting of an aggregate of (a) 7,086,078 shares of Series A Preferred Stock, (b) 787,342 Shares, (c) three-year Series A Warrants to purchase up to 1,968,363 Series A Warrant Shares, and (d) three year Series B Warrants to purchase up to 1,968,363 Series B Warrant Shares, for aggregate gross proceeds of approximately $27.56 million.
In connection with the Private Placement, TriPoint Global Equities, LLC ("TriPoint Global") acted as our financial advisor and placement agent. TriPoint Global received a cash fee equal to 7% of the gross proceeds received by us in connection with the Private Placement, warrants to purchase 708,608 shares of Series A Preferred Stock, warrants to purchase 78,734 shares of Common Stock, Series A Warrants to purchase 196,836 shares of Common Stock and Series B Warrants to purchase 196,836 shares of Common Stock. Additionally, Tripoint Global is acting as solicitation agent on our behalf in connection with the exercise of the Series A Warrants or Series B Warrants issued in connection with the Private Placement and we will pay TriPoint Global a cash fee of 8% of the aggregate consideration received by us in connection with the exercise of such Warrants. TriPoint Global also received a management fee equal to 0.5% of the total proceeds raised from the sale of the Units in the Private Placement and a non-accountable expense fee equal to 0.5% of the gross proceeds raised from the sale of the Units. We also agreed to pay for all of the reasonable expenses the placement agent incurred in connection with the Private Placement.
The issuance of the Units, the Series A Preferred Stock, the Shares, the Series A Warrants, the Series B Warrants and the placement agent warrants pursuant to the Private Placement were exempt from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Securities Act.
Item 5.01 Changes In Control of the Registrant
On the Closing Date, we consummated the transactions contemplated by the Exchange Agreement, pursuant to which we acquired 50,000 ordinary shares of China LianDi, representing all of the issued and outstanding shares of China LianDi, in exchange for the issuance in the aggregate of 27,354,480 shares of our Common Stock to the China LianDi Shareholders, representing approximately 96% of our shares of Common Stock issued and outstanding.
Other than the transactions and agreements disclosed in this Form 8-K, we know of no other arrangements which may result in our change in control.
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Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On the Closing Date, Reed Buley resigned as Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President and Secretary, effective immediately. Our Board of Directors appointed Jianzhong Zuo to serve as Chief Executive Officer and President and Yong Zhao to serve as Chief Financial Officer.
Prior to the consummation of the Share Exchange, our Board of Directors was comprised of one director, Mr. Buley. Effective on the Closing Date, Mr. Buley resigned from his position as Chairman and appointed Mr. Zuo to serve as Chairman of our Board of Directors. Mr. Buley tendered his resignation as a director, which is expected to become effective on the tenth day after mailing (the "14F Effective Date") an Information Statement on Schedule 14F (the "Schedule 14F") to our stockholders regarding the change in a majority of our Board as set forth herein. Mr. Hirofumi Kotoi was also appointed to serve as a member of the Board of Directors effective on the tenth day after mailing of the Schedule 14F to our stockholders. On such date, our two members of the Board will be Jianzhong Zuo, Chairman, and Hirofumi Kotoi, who will each serve and hold office until the next election of directors by stockholders and until their respective successors are elected and qualified or until their earlier resignation or removal.
Set forth below is information regarding our current directors, executive officers and director nominee.
Name Age Position
Reed Buley (1) 51 Director
Jianzhong Zuo 42 Chairman, Chief Executive Officer and President
Yong Zhao 38 Chief Financial Officer
Hirofumi Kotoi (2) 47 Director Nominee
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(1) Resignation effective on the 10th day after the mailing of our Schedule 14F to stockholders.
(2) Appointment effective on the 10th day after the mailing of our Schedule 14F to stockholders.
Jianzhong Zuo, Chairman, Chief Executive Officer and President
Mr. Zuo has been our Chief Executive Officer, President and Chairman of the Board since February 26, 2010. Mr. Zuo founded our wholly-owned subsidiary, Hua Shen Trading (International) Ltd., and served as its President since 1999. From 1993 to 1996, Mr. Zuo worked at Shenzhen Huashen Shiye International and Beijing Huashen Automation Engineering, and from 1992 to 1993 he was at Beijing Nonferrous Metal Research Institute. He earned his M.S. degree from the University of Science and Technology, Beijing in 1992 and an Executive MBA from the Central European Business School in 2007.
Reed Buley, Director
Mr. Buley resigned as our Chairman, President, Secretary, Chief Executive Officer and Chief Financial Officer on February 26, 2010. He was the manager of a water and fire restoration company serving the Dallas/Fort Worth metroplex . . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 26, 2010, as a result of the consummation of the Share Exchange, the Registrant changed its fiscal year end from December 31 to March 31 to conform to the fiscal year end of China LianDi.
Item 5.06 Change in Shell Company Status.
As described in Item 1.01 of this Form 8-K, on February 26, 2010, we entered into the Exchange Agreement and consummated the Share Exchange, pursuant to which we acquired all of the issued and outstanding ordinary shares of China LianDi in exchange for the issuance of 27,354,480 shares of Common Stock to the LianDi Shareholders.
As a result of the Share Exchange, China LianDi became our wholly-owned operating subsidiary and, upon the issuance of the 27,354,480 shares of Common Stock to the China LianDi Shareholders, the former shareholders of China LianDi owned in the aggregate, approximately 93% of all of our issued and outstanding stock. We currently have 29,358,772 shares of Common Stock outstanding, including the shares issued in the Private Placement.
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As the result of the consummation of the Share Exchange, we are no longer a shell company as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended
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