A pretty interesting thing started showing up while I was doing some scans/searches recently. A 2008 powerpoint presentation from Vinco Financial Group shows that the business/financial relationship between SUIP CEO Xuguang Sun and Copower Enterprise CEO Jiao Xuding extended beyond just Xuding's investment in SUIP during 2008.
Apparently Sun and Xuding were part of the management/director team that was forming a new investment fund company (China Energy Fund Company Limited) to be listed on the Hong Kong exchange. Two large financial institutions were assisting the company with a $30-40M financial raise and the listing application/process. The focus of the company was investments in energy-related companies/projects. Non-executive directors included financing-related people, and consultants to the company had business/investment/political connections to the Middle East.
Below is the snippet of text that shows the Sun/Xuding involvement here, and below that is the full, unedited text.....
Management team
The implementation of the recommendations of the directors:
Mr. Jiao Xuding modern long and Investment Co., Ltd., Shaanxi long and Petrochemical Industries Co., Ltd., chairman and director of Bank of Ningxia.
Mr. Sun Xuguang, electronics graduated from Xi'an Jiaotong University, worked for the Department, Foshan City Star Lighting & Electrical Co., Ltd. as general manager, the current general manager of Nanhai District, Foshan City Square, Mr. Sun also Sunrise Mining Corporation, Foshan Huixing Lighting Electrical Appliance Co., Ltd., Hong Kong Star Lighting Group Co., Ltd., Nanhai, Foshan City Square Co., Ltd., Hong Kong Wan Jiang Development Co., Ltd. mainly or wholly owned by shareholders.
China Energy Fund Limited
China Energy Fund Company Limited
China Energy Fund Limited
China Energy Fund Company Limited
Preliminary financing and listing recommendations
March 2008
China Energy Fund Limited
China Energy Fund Company Limited
Directory
Sequence 3
Listed on the Main Board of the Hong Kong Stock Exchange requirements 4-7
Industry Overview and market prospects 8-26
Preliminary corporate structure and listing plan 27-37
Table of Contents 2
China Energy Fund Limited
China Energy Fund Company Limited
Sequence
Grand Vinco Capital Limited (hereinafter referred to as "the domain of high finance) and Ample Capital Limited (hereinafter referred to as" Ample Capital ") knows the China Energy Fund Limited (hereinafter referred to as" China Energy "or" your company ") is looking for financing channels, it is proposed that the future for your company listed in Hong Kong as a co-sponsor to help your company finance work with your company business development and listed in Hong Kong in the future to prepare.
We are very proud that this goes to this financing proposal, be willing to contribute for your company's corporate development. We also hope that the chief financial adviser / co-sponsor, to create favorable conditions for the financing by listing rules CHAPTER listed in Hong Kong in the future of your company. The proposals listed can provide secondary financing its range of services, procedures and related service charges for your company reference.
China Energy Fund Limited
China Energy Fund Company Limited
The requirements of the Main Board of the Hong Kong-listed
Listed under chapter 21 of the Listing Rules
China Energy Fund Limited
China Energy Fund Company Limited
Listed on the Main Board of the requirements of chapter 21 of the Ordinance
New applicants must appoint a sponsor to assist the processing to the listing application acceptable jurisdictions: Hong Kong, Bermuda, the Cayman Islands and the People's Republic of China can be used for primary or secondary listing
Is a newly established investment company, In addition to the consent of the Exchange and in the listing document dated listing stated investment objectives, policies and restrictions contained in the listing document, without the shareholders agree, can not be changed at least three years
Offer Shares for the first time or the first sale of units (the newly established investment company), or the listing of the company (referring to the existing investment instruments), any person who is allowed up to control 30% (or the "Takeovers Code" from time to time be provided for Council triggering a mandatory general offer the required percentage) Thereafter, any person is allowed up to control 30% of the voting rights can be exercised at any general meeting of the Investment Company
China Energy Fund Limited
China Energy Fund Company Limited
Listed on the Main Board of the requirements of chapter 21 of the Ordinance
The investment company also can not own or control more than 30% of any one company or organization holding voting rights
20% of the investment company held by any one company or organization to the issue of the value of investments in securities, investment company shall not exceed the net asset value of the investment
Personality, experience and character of a director's suitability as the issuer of the relevant duties, and proved to have the competence to the post and on behalf of third party investors to provide professional investment management
Exchange usually requires investment companies to have at least three hundred shareholders at the time of listing, and each shareholder to subscribe for not less than HK $ 500,000, the market value of the investment company stock
China Energy Fund Limited
China Energy Fund Company Limited
Listed on the Main Board of the requirements of chapter 21 of the Ordinance
Investment company shall within fifteen days after the last day of each month in accordance with the provisions of Rule 2.07C of the Listing Rules to publish its monthly end net asset
At the time of listing must have at least 300 shareholders, largest three public shareholders can not have the 50% or more of the total shares held by public shareholders
Any custodian, management company, they have any relationship with the director of the person and any investment company and the management company shall deliberations on the project (or any of their associates have a material interest in which) meeting to vote its shares They are also not constitute a quorum for the meeting
The investment company generally must be entrusted to a custodian or trustee acceptable to the Exchange must disclose in detail the contemplated use of the proceeds raised
China Energy Fund Limited
China Energy Fund Company Limited
Industry overview and market outlook
China Energy Fund Limited
China Energy Fund Company Limited
Industry Overview
Energy industry covers a wide range of areas:
Direct business development and utilization of coal, oil and gas, electric power.
Thus coalbed methane, water reserves, development of new energy and renewable energy (including solar, wind, geothermal, ocean energy, biomass energy, hydrogen energy, until the new energy and building integration technology, etc.), and utilization.
Related business involving technology, refining, storage, transportation, machinery, environmental protection, new rural construction.
China Energy Fund Limited
China Energy Fund Company Limited
Industry Overview
Huge space for development:
Long-term significant growth in demand for energy due to economic development, international long-term energy prices to soar.
Plus domestic energy specific to the status quo and the growing problem of Relative shortage of resources ? ? low energy use
A quite rational ? ? structure needs North production Nam Wan, West produced the East
? ? labor productivity is low energy and environment issues
To promote and speed up the adjustment of energy structure, improving technology, construction, storage and transportation facilities, improve energy efficiency, as well as speed up the energy and environmental issues and cooperation with foreign countries and international operations.
China Energy Fund Limited
China Energy Fund Company Limited
Industry Overview
Energy prices continue to soar:
Industry sentiment index is in the high oil and gas and other energy prices will continue to soar.
"A prosperity, a loss will be ruined," the status of China's energy for the development of all walks of life is a self-evident fact (see Figure 19 - International Petroleum annual average price).
China Energy Fund Limited
China Energy Fund Company Limited
Industry Overview
Oriented economy and national energy policy:
Domestic energy supply and demand gap, China has moved from a net exporter of coal to a net importer.
Some data indicate that 6% a decade ago due to the dependence on oil imports has been increased to nearly 50%, the trend of demand is likely to exceed 60% of China's energy is related to people's livelihood, a matter of national security, a matter of the Chinese economy in the world The economy is facing a new recession remains steady development.
Beijing Municipal Government decided during the Olympic Games to be part of policy-oriented use of bio-ethanol gasoline, lead to domestic enterprises and listed companies engaged in the development and utilization of new energy sources, especially in R & D and production of bio-ethanol price rose sharply.
China Energy Fund Limited
China Energy Fund Company Limited
Industry Overview
Economy and national energy policy orientations: (Continued)
In addition, the state of attention to energy development, such as the discovery of the Nanpu Oilfield and the snowstorm event in early 2008.
CPC Standing Committee meeting of coal, oil, electricity, transportation problems, President Hu Jintao personally go down to promote coal, energy legislation, management-oriented, invest, support and protection efforts are increasingly intensify.
Newly established in the 2004 National Energy Board; 20.1% in recent years, the annual average growth rate of the national investment in energy, the rumored 500 billion of new investment in the next 15 years, but also for renewable energy and nuclear energy and other alternative energy strategy implementation.
China Energy Fund Limited
China Energy Fund Company Limited
China's oil market outlook
Since 2005, the steady growth of China's oil demand, mainly by rapid growth and increase in per capita income of the residents increase in the amount of demand driven by the domestic transport. (See Figure 15 and 16 - the trend of domestic civil transport and from 1999 to 2005, Chinese oil consumption).
In addition, the various airports across the country in 2006 completed a total passenger throughput 33,197.3 million passengers, an increase of 16.7% over the previous year. The cargo and mail throughput of 7.532 million tons, an increase of 19% over the previous year. Aircraft movements to 3.486 million vehicles, an increase of 14.1% over the previous year. The aviation industry also constitutes a growth in demand for oil.
China Energy Fund Limited
China Energy Fund Company Limited
Domestic civil transport trends
China Energy Fund Limited
China Energy Fund Company Limited
China's oil consumption in 1999-2005
China Energy Fund Limited
China Energy Fund Company Limited
China's oil market outlook
Only annual performance of oil consumption has reached 330 million tons in 2007, became the second-largest oil consumer.
China's oil demand in the past the rapid increase in the Organization of Petroleum Exporting Countries (OPEC) is also of the view that China's domestic demand will be a steady increase in predicted within a decade, domestic oil consumption expanded from the current 600 million barrels a day to a day 1150 million barrels (see Figure 18 - China's oil demand in 2005-2030).
In addition, the international oil price rise in the past two years (see Figure 19 - International Petroleum annual average price (USD)).
China Energy Fund Limited
China Energy Fund Company Limited
China's oil demand in 2005-2030
China Energy Fund Limited
China Energy Fund Company Limited
International Petroleum annual average price (USD)
China Energy Fund Limited
China Energy Fund Company Limited
Market prospects
In addition to oil, the development and construction of electric power, wind energy, solar energy, coal, environmental / renewable energy investment return prospects in China is also very impressive:
Natural gas Natural gas has a clean, efficient and abundant resources, convenient storage and transportation advantages. China's energy consumption is dominated by coal, accounting for 72%, while natural gas accounted for only 2.5%, the proportion is much lower than the world average (25%), and also lower than the Asian average (8.8%).
In the next decade, Shanghai and other regional energy demand driven by China's demand for natural gas will be immense. China's natural gas demand will show a rapid growth, with an average growth rate will reach 11-13%.
Demand in 2010 will reach 100 billion cubic meters, while the gap in about 20 billion cubic meters, visible in the broad development space.
China Energy Fund Limited
China Energy Fund Company Limited
Market prospects
Electricity 07 years ago, nine months, mainland generating capacity year-on-year growth of 16.4%, electricity demand year-on-year growth of 15.1%. Such rapid growth, the main demand of heavy industry.
To judge from recent trends, it is expected that in 2008 the demand for electricity will increase by 10%. Wind Energy China's total wind energy reserves estimated 1.6 × 109 kilowatts, the world's third, there are broad prospects for development.
The first year of the introduction of the "Renewable Energy Law" in 2005, when the total installed capacity of wind power has soared 65%. Construction of 61 wind farms in the country, only the Inner Mongolia Autonomous Region, the grant of 1.76 million kilowatts of wind power projects.
Relevant statistics show that investment in the field of wind power in China in 2005 amounted to $ 600 million, of which over 400 million U.S. dollars earned foreign fan supplier go. The main reason is self-immature technology, serious dependent on imports of wind power equipment. In the domestic wind power generation equipment in the new market share, domestic products accounted for only 28%, up to 72% of the share occupied by the imported products.
China Energy Fund Limited
China Energy Fund Company Limited
Market prospects
Wind energy (Continued)
According to incomplete statistics, the country this year, the implementation of wind power projects to more than three million kilowatts. At this rate, the national "Eleventh Five-Year Plan" proposed wind power capacity by 2010 target of 5 million kilowatts will be greatly exceeded.
China will become the world's most important wind power markets in the world, will build about 30 100 MW level of large-scale wind power project in the next five years, the eastern coastal areas of northwest, north and northeast regions rich in wind energy resources, and in Jiangsu, Hebei, Inner Mongolia, the formation of one million kilowatts of wind power base, creating a vast market for wind farm development.
China Energy Fund Limited
China Energy Fund Company Limited
Market prospects
Solar Energy
Compared with the booming photovoltaic power generation, China lagged behind developed countries 10-15 years, or even significantly behind in India. However, the Chinese PV industry growth rate of 30% a year, 2005, the total production of solar cells reaches 139MW, jumped 179 percent compared to 2004, reached 400MW in 2006, which surpassed the U.S. as the world's third largest producer, amazing capacity reached 1180MW. 3 annual production increase of 45 times the production capacity of 125 times to become the world's fastest growing countries.
Market trends in the next ten years, the solar cells will be a big change to the 2010 China solar cells for independent photovoltaic power generation system, from 2011 to 2020, China's photovoltaic power generation mainstream market by independent power generation system to the grid power system, including power generation system for desert power station and the city's rooftops.
Project support in national ministries, laboratory solar cell efficiency reached 21%, the commercialization of PV module efficiency of 14-15%, 10-13% of the normal commercial cell efficiency. At present, the production costs of solar photovoltaic cells has dropped significantly, the price of solar cells gradually dropped to $ 33 in 2003 from $ 40 in 2000 / W / W in 2004 has dropped to 27 yuan / watt. This has played a decisive role in the domestic solar market to grow and mature, and has great significance for achieving convergence with the international PV market.
China Energy Fund Limited
China Energy Fund Company Limited
Market prospects
Coal
January to May 2007, China's coal mining and washing industry realized a total industrial output value of 317,665,644 thousand dollars, to achieve total sales revenue 328,429,977 2,000, the accumulated total profit 30,856,989 yuan.
"Eleventh Five-Year" period coal industrial structure adjustment, the best period of industrial restructuring. Coal is China's basic energy, accounting for about 70% of the primary energy mix. "Eleventh Five-Year Plan" proposed further established the basic strategy of "coal-based, diversified development", laid the foundation for the booming development of China's coal industry. "Eleventh Five-Year" period requires a new scale coal mines about 300 million tons, 200 million tons of which put into forward and "12th Five-Year" 100 million tons.
China's coal industry will continue to maintain strong growth trend for a long period of time, the prospects for the development of the coal industry in China will be very broad.
China Energy Fund Limited
China Energy Fund Company Limited
Market prospects
Environmental / renewable energy
Biomass power generation is one of the renewable energy sources.
Biomass power generation is still in the industrialization of the early stage of development. Report statistics, by the end of 2007, domestic biomass power generation capacity of 2.2 million kilowatts, which bagasse power generation of 1.7 million kilowatts, rice mill rice husk power generation to 50,000 kilowatts, municipal waste incineration power generation of 400,000 kilowatts.
The near term focus of China's bio-liquid fuel technology research and development direction is the use of sweet sorghum, cassava lignocellulose non-food raw materials to produce fuel ethanol.
Expected to 2010, the annual production capacity of fuel ethanol will reach about 200 million tons of biodiesel annual production capacity of 200,000 tons, the total annual replacement of the 200 million tons of refined oil, and the formation of large-scale production is expected around 2010 capacity.
China Energy Fund Limited
China Energy Fund Company Limited
Market prospects
In summary, a very wide field of energy covers a huge space for development, long-term growth in demand, prices will continue to soar, the energy industry presents a rare opportunity. Therefore, the energy fund being born at the right.
In view of this, China's energy projects will be committed to investing in the oil, electricity, wind energy, solar energy, coal, environmental / renewable energy development and construction projects, considerable growth in return for the investors.
China Energy Fund Limited
China Energy Fund Company Limited
Preliminary corporate structure and listing plan
China Energy Fund Limited
China Energy Fund Company Limited
Shareholding structure
52%
China Energy Fund Limited
Listed companies
Jiao Shi
Sun
Wong
Public shareholders
8%
12%
28%
Note: raising a total of 250 million Hong Kong dollars
China Energy Fund Limited
China Energy Fund Company Limited
Investment objectives
Listed company plans to invest energy projects related to listed and non-listed companies
China Energy Fund Limited
China Energy Fund Company Limited
Management team
The implementation of the recommendations of the directors:
Mr. Jiao Xuding modern long and Investment Co., Ltd., Shaanxi long and Petrochemical Industries Co., Ltd., chairman and director of Bank of Ningxia.
Mr. Sun Xuguang, electronics graduated from Xi'an Jiaotong University, worked for the Department, Foshan City Star Lighting & Electrical Co., Ltd. as general manager, the current general manager of Nanhai District, Foshan City Square, Mr. Sun also Sunrise Mining Corporation, Foshan Huixing Lighting Electrical Appliance Co., Ltd., Hong Kong Star Lighting Group Co., Ltd., Nanhai, Foshan City Square Co., Ltd., Hong Kong Wan Jiang Development Co., Ltd. mainly or wholly owned by shareholders.
China Energy Fund Limited
China Energy Fund Company Limited
Management team
The implementation of the recommendations of the directors:
Mr. Huang Huishan International Capital Limited, Chairman of Thai Binh, managing director of the China Law Association, Middle East Fund Investment Limited, a member of the Chinese People's Political Consultative Conference (CPPCC), Changchun City, and Hong Kong Textile Industry Association vice president, Mr. Wong is also a former listed company Vice Chairman and Chief directors and served as a director of a number of non-listed companies, with more than 25 years of operating, investment, and management of corporate experience, Mr. Huang investment experts, a deep network infrastructure in Hong Kong, mainland China, the Middle East and the United States.
China Energy Fund Limited
China Energy Fund Company Limited
Management team
Recommended that non-executive directors:
- Dr. Liang Yongchang, Inno Chief Investment Officer of Fusion Capital Management Limited, the asset management business has many years of experience.
- Mr. Chan Cheong Yee, Mr. Chan engaged in financial and investment services for nearly 20 years, the executive director of two investment companies listed on the Stock Exchange.
- Mr. Lee Wing Lun, Hong Kong Institute of Certified Public Accountants, CPA Australia, Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators and an associate member. He has more than twelve years of auditing and accounting work experience.
China Energy Fund Limited
China Energy Fund Company Limited
Team of consultants
Team of consultants:
The Mr. Ziad Al Abu Raghel members of the major political and business family in the Middle East, is also Jordan's King Abdullah, the UAE Prince Mohammed, as well as a number of other members of the royal family on behalf of the private business affairs, Mr. Raghel UAE, Kuwait, Libya and Jordan all national as well as members of the royal family of the institutional investment institutions have a close relationship.
China Energy Fund Limited
China Energy Fund Company Limited
Team of consultants
Team of consultants:
Mr.Omar Masri, whose family controls the world's largest financial institutions in Arab-Arab Bank (Arab Bank), is the largest family of investment in Jordan and the Palestinian territories. Mr. Masri is the eldest son of the family, has served as president of the investment banking division of Arab Bank in Saudi Arabia, Kuwait and the UAE the generous financial sector network infrastructure.
China Energy Fund Limited
China Energy Fund Company Limited
Team of consultants
Team of consultants:
Hong Ruocan Mr. Sentosa University Master of Business Administration (Engineering Management), Master of Petroleum Engineering, Bachelor of Mechanical Engineering Department and the U.S. Federal Aviation Administration licensed aircraft engineer qualifications, with the experience of more than three decades of the development of petroleum-related products and drilling operations , also in the drilling and development of oil-related products around the world, including China, the Gulf of Mexico, Alaska and Canada. Mr. Hung worked for China National Petroleum International (Indonesia)] any exploration project managers, in exploration work services company as an independent consultant; Indonesia's Riau Islands Huabei Petroleum Service Company] served as Managing Director; ARCO / BP China Inc.] unit vice president of northern China, also [ARCO ARCO / BP] oil depot development project in the North of joint ventures, he served as chief representative in the [ARCO China Inc] South China Sea oil well drilling project as exploration of short-term project engineering manager; Yemen [ARCO Shabwa] as the development of an oil field operations manager; [ARCO development and production technology department] any of drilling and completion technology manager; in [ARCO Alaska Inc.] general are Bay rover Chief Operating Officer; any exploration director of the coast of the Gulf of Mexico [ARCO South Texas District]; South Asia Alberta oil well development projects in Canada in [ARCO Mid-Continent District] as a senior exploration engineer and [Maynard Exploration Ltd] any engineering and operations manager.
China Energy Fund Limited
China Energy Fund Company Limited
Management Company
Management Company:
China Everbright Asset Management Limited held by the investment adviser license issued by the Hong Kong Securities and Futures Commission, Everbright Holdings and its subsidiaries are mainly responsible for asset management, is currently being carried out for external customers Valet wealth management business for institutions and personal customer portfolio management, and the development of industrial investment funds, securities investment funds and other structured investment products.
China Energy Fund Limited
China Energy Fund Company Limited
Expected timetable for the listing
Placing and / or public subscription
Shares began to be traded on the Stock Exchange
In mid-July 2008
Roadshows and investment conference held a one-to-one, the company introduced to securities analysts, brokers and fund managers.
Printing and distribution of the listing document
Formally approved by the Stock Exchange listing
In mid-July 2008
Exchange Listing Committee listen to the General Assembly.
In late June 2008,
Submit an application to the Listing Division, and in response to its consultation
In late April 2008
Prepare prospectus document
Drafting other legal documents, such as (i) the Articles of Association of the Company; (ii) the Restructuring Agreement; (iii) non-competition agreements; (iv) Employee Stock Option Plan; (v) the directors and major shareholders; interested in the announcement.
Completion of due diligence
Negotiating and drafting of the Underwriting Agreement
March 2008 in mid-to late April
Hire financial adviser, joint sponsor, accountants and corporate lawyers
Determine the listing structure and the establishment of overseas incorporated companies
Due diligence review and preparation of accounting reports
