Title: Financial Adviser and Broker: SVS Securities plc
1China New Energy Limited
Placing and Admission to Trading on
AIM March/April 2011
Financial Adviser and Broker SVS Securities plc
2Important Notice
- The information contained in this Presentation
has been prepared by China New Energy Limited
(the Company). This Presentation and its
contents are for distribution in the United
Kingdom only to persons of the kinds described in
Articles 19(5) (investment professionals), 48
(certified high net worth individuals), 49(2)
(high net worth companies), 50 (sophisticated
investors) or 50A (self-certified sophisticated
investors) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as
amended) (the Order) and persons who are
otherwise permitted by law to receive it. It is
not intended to be distributed or passed on,
directly or indirectly, to any other class of
persons. Persons of any other description,
including those who do not have such experience
in matters relating to investments, should not
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content. By accepting this Presentation and not
immediately returning it, the recipient
represents and warrants that they are a person
who falls within the above description of persons
entitled to receive the Presentation. - The information contained in this presentation
has been prepared by the Company in connection
with the proposed placing of securities in the
Company. This presentation is being supplied to
you solely for your information and may not be
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to any other person, or published, in whole or in
part, for any purpose. - This presentation and its contents are for
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to persons or entities resident outside of these
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revision, amendment and further verification. - The information in this presentation does not
constitute, or form part of, any offer or
invitation to sell or issue, or any solicitation
of an offer or invitation to purchase or
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shall this presentation, or any part of it, or
the fact of its distribution, form the basis of,
or be relied on, in connection with any contract. - Certain statements throughout this presentation
are "forward-looking statements" and represent
the Company's projections, intentions,
expectations, estimates or beliefs concerning,
among other things, future operating results and
various components thereof or the Company's
future economic performance. The projections,
intentions, expectations, estimates and beliefs
contained in such forward-looking statements
necessarily involve known and unknown risks and
uncertainties which may cause the Company's
actual performance and financial results in
future periods to differ materially from any
projections, intentions, expectations, estimates
or beliefs. Accordingly, you should not rely on
any forward-looking statements and the Company
accepts no obligation to disseminate any updates
or revisions to such forward-looking statements. - The Company and the directors of the Company
accept responsibility for the information
contained in this presentation and to the best of
their knowledge and belief such information is
true and does not omit anything likely to affect
the import thereof. - SVS Securities plc and Cairn Financial Advisers
LLP, who are both authorised by the Financial
Services Authority, are acting solely for the
Company in relation to the proposed placing of
securities and admission to AIM described in this
presentation and will not be responsible in
respect of the proposed placing and admission to
AIM to any other person for providing protections
afforded to clients of SVS Securities plc or
Cairn Financial Advisers LLP (including persons
who have been, or may be, clients of SVS
Securities plc or Cairn Financial Advisers LLP in
respect of other services). Neither SVS
Securities plc nor Cairn Financial Advisers LLP
is advising any recipient of this presentation in
respect of the proposed placing and admission to
AIM. - Recipients of this presentation who intend to
participate in the proposed placing are reminded
that no reliance may be placed by any person for
any purpose whatsoever on the information
contained in this presentation or on its
completeness, accuracy or fairness. No
representation or warranty, express or implied,
is given by or on behalf of the Company, SVS
Securities plc or their respective shareholders,
directors, officers or employees or any other
person as to the completeness, accuracy or
fairness of the information or opinions contained
in the presentation and the accompanying verbal
presentation, and no liability is accepted for
any such information or opinions (including in
the case of negligence, but excluding any
liability for fraud). - The distribution of the document containing this
presentation in certain jurisdictions may be
restricted by law and therefore persons into
whose possession the document comes should inform
themselves about and observe any such
restrictions. Any such distribution could result
in a violation of the law of such jurisdictions.
Neither the document nor any copy of it may be
distributed, reproduced, transmitted or otherwise
made available in whole or in part to persons in
the United States of America, Canada, Malaysia,
Japan, Australia, the Republic of Ireland or the
Republic of South Africa or to any corporation,
partnership or other entity created or organised
under the laws thereof. No securities commission
or similar authority in Canada has in any way
passed on the merits of the securities offered
hereunder and any representation to the contrary
is an offence. No document in relation to the
proposed placing has been, or will be, lodged
with, or registered by, The Australian Securities
and Investments Commission, and no registration
statement has been, or will be, filed with the
Japanese Ministry of Finance in relation to the
placing or the securities described in this
presentation. Accordingly, subject to certain
exceptions, the securities described in this
presentation may not, directly or indirectly, be
offered or sold within Canada, Malaysia, Japan,
Australia, the Republic of Ireland or the
Republic of South Africa or offered or sold to a
resident of Canada, Malaysia, Japan, Australia,
the Republic of Ireland or the Republic of South
Africa. - The securities described in this presentation
have not been, and will not be, registered under
the United States Securities Act of 1933, as
amended (the US Securities Act) or with any
securities regulatory authority of any state or
other jurisdiction of the United States of
America and may not be offered or sold within the
United States of America or to, or for the
account or benefit of, any US Person as that term
is defined in Regulation S under the US
Securities Act. The Company has not been
registered and will not register under the United
States Investment Company Act of 1940, as
amended. - This presentation contains information about the
historical financial performance of the Company
and its subsidiaries from time to time (the
Group or CNE). Past performance is not,
however, a guarantee or reliable guide as to the
future financial performance of the Group.
3Overview
- CNE is a technology, process and engineering
solutions provider, whose operations are based in
China, for bioethanol and biobutanol projects
focusing on the bioenergy sector. - CNE
- Has an established track record in China, as well
as overseas customers in countries including
Romania, Taiwan, Russia, Thailand and Indonesia. - Has advised on 88 projects with an aggregate
production capacity of approximately 9.0m tonnes
per year and a total contract value of
approximately RMB1.5bn. - Has experienced and qualified personnel - CNEs
Chairman and CEO have many years of experience in
the renewable energy industry. - Has its own RD laboratory and has proprietary
bioenergy technology. - Because of its experience in providing services
to the bioenergy sector, the Directors of CNE
believe that CNE is well positioned to benefit
from the expected continued growth in the
bioenergy sector, particularly in China. - The global bioenergy industry is expanding,
including in China. - In September 2010, Chinas biofuel industry was
forecasted to bring about construction projects
with a total value of RMB 96bn (US14.1bn based
on a September 2010 exchange rate). - Ethanol production in China is forecast to
increase to 10m tons in 2020. - CNE is seeking admission to AIM and looking to
raise gross proceeds of up to US2.0m pursuant to
a placing of new shares.
3
4Board of Directors
Yu Weijun MBA Executive Chairman
Tang Zhaoxing MBA Chief Executive Officer
Chen Yong Ph.D. Non-Executive Director
Foo Shiang Peow MBA Non-Executive Director
Richard Bennett Non-Executive Director
- Chairman of CNE and ZKTY (Guangdong Zhongke
Tianyuan New Energy Science and Technology Co.
Ltd.). - Primarily in charge of the overall strategic
planning and corporate development of CNE. - Prior to joining CNE, he worked in GIEC CAS
(Guangzhou Institute of Energy Conversion,
Chinese Academy of Sciences), where he was
latterly Deputy Chief, in charge of the
industrial and external investments, asset
management and financial matters. - Holds an Executive Master of Business
Administration from Sun Yat-sen University and is
a member of the Chinese Institute of Certified
Public Accountants.
- A director of CNE since 2006.
- Managing Director of ZKTY.
- Responsible for the overall company operation,
sales and project design and management. - Prior to joining ZKTY, he was managing director
of GZTY Regeneration Resources (of which he is
still a director). - Mr. Tang graduated from South China Science
Tech University with a degree in Chemical
Engineering, and has an EMBA from Peking
University.
- President of Guangzhou Institute of Energy
Conversion, Chinese Academy of Sciences.
Professor. - Bachelors degree in Chemical Engineering from
Nanjing University of Technology. - Masters degree from Aichi University of
Technology, Japan. - Ph.D. in chemical engineering from Nagoya
University, Japan.
- Has worked with Credit Suisse First Boston, UOB
Asia Limited (part of the United Overseas Banking
Group in Singapore) and BDO Raffles, Singapore
before establishing NovusAsia Capital Limited, of
which he is a director and shareholder. - Mr. Foo has a Master of Business Administration
from Nanyang Technological University, Singapore.
-
- Started his career in the energy industry
working for General Electric in Asia - involved
commercialising and bringing to market new
technologies. - Co-founder of JFAX Inc., which became a leading
internet communications company J2 Global
Communications, Inc. that listed on NASDAQ
(NASDAQJCOM) and today has a valuation exceeding
1bn. - Was involved in developing two businesses
admitted to AIM, Virtual Internet UK Limited and
Coms plc (AIMCOMS). - Actively working it the clean technology sector
as CEO of Jade Clean Technology Limited
(developing underground coal gasification
projects in China and India).
5Senior Management
- Ding Liren (Adam) Chief Administrative
Officer - Mr Ding has been the Chief Administrative
Officer of ZKTY since 2008. He is responsible for
procurement, administration and human resources
in ZKTY. - Prior to joining ZKTY, he worked in Ningxia
Xiacheng Import/Export Corporation, Ningxia
Chengwei Advertising Co., Ltd. and Devotion
Energy Group Ltd. - Graduated from the University of International
Business Economics Beijing in 1990 with a
Bachelors degree in Economics. - Wen Xiaoyi (Sunny) - Chief Financial Officer
- Ms Wen has been the Chief Financial Officer of
ZKTY since 2007. She is responsible for the
finance, accounting, taxation and compliance
matters relating to the operations of ZKTY. - Prior to joining ZKTY, she worked at Guangzhou
Finance Bureau and Guangzhou Financing Guarantee
Centre and was chief financial officer at
Guangzhou Jinpeng Company and assistant chief
executive officer at iTour Co. Ltd. - Member of the Chinese Institute of Certified
Public Accountants.
6Group Structure Background
Group Structure Chart (following Admission)
AIM quoted, Jersey incorporated, Group holding
company
Overseas
China
100
Wholly foreign owned enterprise and trading
entity
100
Technology engineering
Group Background The origins of ZKTYs
activities date back to 2002, with the formation
of Guangdong Zhongke Tianyuan Regeneration
Resources Engineering Co., Ltd (GZTY
Regeneration Resources), which was formed as a
result of a spin-out from the Guangzhou Institute
of Energy Conversion, Chinese Academy of
Sciences. In 2005, Guangzhou Baojie
Electromechanical Co., Ltd. (Guangzhou Baojie)
was founded to focus on the production and supply
of equipment and provision of production
technology and technical services to produce
ethanol downstream products, including acetic
acid and ethanol. In 2006 ZKTY acquired
certain assets, including customer contracts and
technology, from Guangzhou Baojie and GZTY
Regeneration Resources, which enabled the
establishment of ZKTY's operations. In October
2010, ZKTY acquired Guangdong Boluo Jiuneng High
New Technology Engineering Co., Ltd. (Boluo),
which fabricates equipment in accordance with
project requirements, and provides services
exclusively for ZKTY.
7Background Milestones
- The Group operates through its wholly owned
subsidiary, Guangdong Zhongke Tianyuan New Energy
Science and Technology Co. Ltd (ZKTY). - The Group has extensive experience in designing
and constructing ethanol and ethanol downstream
production plants. - Since ZKTYs establishment, the Group has
advised on 88 projects, with an associated total
contract value of approximately RMB1.5bn. - These completed projects demonstrate the Groups
track record in providing its customers with a
range of technology and engineering services in
relation to their ethanol and biobutanol
production needs. - The Directors believe that the Group is an
established integrated service provider which can
offer customers a range of services, thereby
potentially saving customers costs and time by
avoiding engaging multiple parties. -
- Key Group Milestones
- 2002 GZTY Regeneration Resources secures its
first major contract, which was subsequently
transferred to ZKTY. - 2003-04 GZTY Regeneration Resources was awarded
the first in a series of contracts by Jilin
Meihekou Foukang Alcohol Co., Ltd to increase its
production of edible ethanol by 35,000 tonnes per
year. - 2006 The Company and ZKTY were formed.
- 2006 ZKTY secured its first contract in Europe
to provide design and construction services for
the production of a 80,000 tonnes per year fuel
ethanol plant in Romania. - 2007 ZKTY was awarded ISO 90012000
certification by the China Great Wall (Tianjin)
Quality Assurance Centre. - 2007 ZKTY secured contracts with further
international clients, including the
Blagoveschensk Alcohol Plant in Russia and
clients in Taiwan and Thailand. - 2008 ZKTY secured a contract with Indonesia Fuel
Ethanol Co. Limited. - 2008 CE accreditation granted confirming that
certain of the pressure equipment designed and
constructed by ZKTY and Boluo conformed to EU
standards for pressure equipment.
8Revenue Model 1
- The Group intends to organise its business into
two segments -
- Technology and Engineering Solutions.
- Investments.
Proposed
In Operation
9Revenue Model 2
- The Group, through ZKTY, is an integrated service
provider which principally provides technology
and engineering services mainly to - Ethanol producers.
- Ethanol downstream product producers.
- Biobutanol producers.
- The Groups Technology and Engineering
Solutions business segment generates revenue
from providing services which include - Technical design and engineering.
- Procurement and construction.
- Installation and testing.
- Training of customers staff.
- Going forward, the Directors expect the Group to
develop its Biogas and Energy Management
Conservation (EMC) revenue streams and to
establish an Investments segment.
9
10Solutions
Technology Engineering Solutions - Bioethanol
and Biobutanol
- Ethanol (alcohol) is commonly used in the
manufacture of chemicals, cosmetics, and
beverages. -
- Butanol is commonly used in the manufacture of
chemicals and solvents. - Both ethanol and butanol may also be used as
fuels. - Bioethanol and biobutanol are commonly made from
starchy materials and saccharides via a
combination of both fermentation and
distillation. - The Group has technologies for producing various
grades of ethanol (normal, superfine, fuel). - The Directors believe that the Groups core
competency lies in the design and construction of
fermentation, distillation and dehydration
systems for ethanol production - the critical
processes for the production of ethanol.
PHOTO / IMAGE
Selected Bioethanol and Biobutanol Projects
Contractual Value Capacity (tonnes per year) Project Description Date of Completion or Estimated Date of Completion
RMB 30,200,000 35,000 Super-grade edible alcohol project for Jilin Meihekou City Foukang Alcohol Co., Ltd. March 2011
180,000 80,000 Ethanol fuel plant for Romania Biofuel Energy SRL. June 2011
RMB 43,173,000 100,000 Cassava-based edible alcohol project for Guangxi Mingyang Bio-Chemical Science Technology Co., Ltd. August 2011
11Solutions II
Technology Engineering Solutions - Biogas
- Biogas refers to either a methane, hydrogen or
carbon dioxide rich gas that is produced as
organic matter breaks down. -
- Plants can supply and sell clean biogas as fuel
for civilian use to the local utility gas
companies. - The Group specialises in the production of
biogas through the treatment and anaerobic
fermentation of waste by-products from the
ethanol production process. - In addition to domestic and utility company use,
biogas can be used in many industries such as
fuel, materials, intermediates and additives. - Although commercial production of biogas is
relatively new, the Directors believe that the
Groups background and experience in designing
and constructing ethanol production plants will
help build a competitive strength for the Group
in biogas production.
Existing Biogas Projects
Project Description
An agreement with Dongguan Xinao Gas Co. Ltd, to design and construct a bio-gas recovery and purifying plant at a beer brewery located in Dongguan China.
A letter of intent to build a bio-gas recovery and purifying plant at a beer brewery owned by Kingway Beer Group, located in Shenzhen China, with the intention that the purified biogas be sold to Shenzhen City Gas Group.
Note The image above is illustrative and is not
a CNE Biogas project.
11
12Solutions III Investments
Technology Engineering Solutions - Energy
Management Conservation (EMC)
- Under its EMC model, the Group offers customers
with existing production facilities the ability
to reduce energy consumption by modifying the
customers existing equipment and/or installing
ancillary equipment for the customers existing
production infrastructure. - Under the model, the Group bears the costs of
modifying the customers existing equipment and
installing ancillary equipment in return for a
share of the customer's targeted net energy
saving.
PHOTO / IMAGE
Existing EMC Project
Contractual Value Customer Date of Completion
RMB 220,000 per month for a period of sixty months from January 2010 is due from the customer. Yichang Sanxia Limin Biochemical Ltd. November 2009.
Investments
- The Group has identified the following potential
future investment orientated income streams that
it is currently exploring - Investing in undervalued biofuel operators and
producers. - Forming joint ventures to co-invest in next
generation biofuel operators.
12
13Financial Snapshot
CNEs financial performance
Year ended 31 December 2007 RMB000 Audited Year ended 31 December 2008 RMB000 Audited Year ended 31 December 2009 RMB000 Audited Year ended 31 December 2010 RMB000 Unaudited
Revenue 205,749 224,208 125,301 138,477
Revenue Growth () N/A 9 -44 11
Gross profit 41,802 42,080 31,520 40,738
Gross Margin () 20 19 25 29
Other operating income 1,079 4,587 5,563 464
Total Operating expenses (55,696) (52,834) (19,820) (17,032)
Interest expenses (1,045) (9,622) (2,837) -
Income tax expense (9) (8) (2,508) (3,623)
Profit/(loss) for the financial year/period (13,869) (15,797) 11,918 20,547
Net margin () -7 -7 10 15
As at 31 December 2007 RMB000 Audited As at 31 December 2008 RMB000 Audited As at 31 December 2009 RMB000 Audited As at 31 December 2009 RMB000 Unaudited
Total Assets 255,129 127,298 152,441 170,827
Total Liabilities 252,180 137,980 156,703 152,449
Net assets/(liabilities) 2,949 (10,682) (4,262) 18,378
PLEASE NOTE THAT PAST PERFORMANCE IS NO GUARANTEE
AS TO THE FUTURE PERFORMANCE OF THE COMPANY
14Market Drivers
- Bioenergy is widely considered to be one of the
key alternatives to fossil fuel use because of
its easy acquisition and clean emissions. - The National Development and Reform Commission in
China forecasts that the production of ethanol
will increase from 1.7m tons in 2008 to 10m tons
in 2020. - Novozymes and Mckinsey Company predict that
cellulosic ethanol could be substituted for 31m
tons of gasoline in China by 2020, cutting the
nation's oil imports by 10. - China has overtaken the USA to become the world's
biggest energy consumer - fuelled by its
decades-long economic growth and its rapidly
expanding position as an industrial giant. - China is the second largest oil consumer behind
the USA. Chinas oil consumption growth accounted
for about a third of the worlds oil consumption
growth in 2009. - The PRC government has enacted various laws and
regulations encouraging the use of renewable
energy as a substitute for petroleum. - In September 2010, Chinas biofuel industry was
forecasted to bring about construction projects
with a total value of RMB 96bn (US14.1bn - based
on a September 2010 exchange rate).
15Market Opportunity
- The Directors believe that the development of the
Chinese ethanol industry and its expanding
production capacity will open up opportunities
for the Group. - The Directors believe that China will demonstrate
increasing demand for alcoholic beverages in the
future. - The Directors also believe that there will be an
increased demand for higher quality alcoholic
beverages in China, and a demand for new plants
which are capable of producing higher quality
ethanol. - The Directors believe that there will be an
increase in the demand for the Groups services
from ethanol downstream producers due to
increasing industrialisation in China. - As many industrial, commercial and household
products contain ethanol and acetic acid, the
Directors believe that the demand for ethanol
production plants will continue to rise in the
future. - The conversion of biomass into fuel, energy and
chemicals is predicted to have the potential to
generate upwards of US230bn for the global
economy by 2020. - The Directors are of the opinion that bioenergy
demand will increase as a result of the expected
continued increase in the price of oil in the
near future.
16Growth Strategy
- The Group intends to focus its strategy towards
the future growth and expansion of its business
as follows - Expand customer base and enlarge geographical
market. - Expand its capability to capture and maintain its
market share in the China ethanol fuel market. - Broaden its international presence by marketing
its services globally, especially in Southeast
Asia. - CNEs agent is in negotiations relating to the
potential sale of the Groups products and
services for a cassava ethanol plant in Thailand. - Broaden EMC business by developing new
complementary services. - Expand its existing service offering by further
developing its engineering capabilities. - Develop and commercialize new sources of biofuel
through internal research efforts, and via joint
collaborations with third parties. - Carry out further research and development in the
areas of biofuel production. - Develop new processes to maximise the extraction
of ethanol and other biogases from cassava. - Achieve growth through acquisitions, joint
ventures or strategic alliances - Expand its capabilities and business through
acquisitions, joint ventures or strategic
alliances. - Explore opportunities to acquire other operations
which are also involved in similar industries.
16
17Current Trading and Prospects
- The Directors envisage the operating environment
for FY2011 to be encouraging, as the Directors
believe that the recent increase in oil prices
will result in increasing demand for bioenergy,
which will in turn lead to growth in the ethanol
markets in the PRC and around the world. - As at 31 December 2010, the Groups order book
for existing contracts was approximately RMB39m. - The Directors expect that a substantial part of
this order book will be completed and recognized
in FY2011. - The Group is currently exploring opportunities
and negotiating with prospective customers for
new projects in the PRC and overseas. - In particular, via its agent, the Group is
negotiating to provide products and services for
a cassava based ethanol project in Thailand. - Barring unforeseen delays or cancellations of
projects arising from factors including adverse
weather and funding problems faced by the Groups
customers, the Directors expect the Company to
register increased revenue in FY2011.
18Use of Proceeds AIM
- CNE is seeking admission to AIM and looking to
raise up to US2.0m gross pursuant to a placing
of new shares at Admission (the Placing). - It is the intention of the Company to use the
proceeds from the Placing to provide the business
with additional working capital. - Reasons for the Admission to AIM
- Enhance the Groups status with its customers
(both existing and prospective) and its other
stakeholders, including suppliers, potential
joint ventures partners and collaborators. - Provide access to capital for growth i.e. raise
finance for further development both at the time
of Admission and through further capital raising
after Admission. - Encourage and incentivise employees commitment
through an employee benefit trust, determine a
market value for the Groups shares and broaden
the Groups shareholder base.
19Why Invest?
CNE
- The global bioenergy industry is developing and
expanding - The Directors believe that the increase in oil
prices is likely to lead to growth in ethanol
markets in PRC and around the world. - Cellulosic ethanol (bioethanol produced from
wood, grasses etc) could be substituted for 31m
tons of gasoline in China by 2020, cutting the
nation's oil imports by 10. In September 2010,
Chinas biofuel industry was forecast to bring
about construction projects with a total value of
RMB 96bn. - Has an established track record in China, with
overseas customers - 88 projects completed.
- International sales - the group has exported its
services outside of China into other Asian
jurisdictions, Russia and the EU. - Has experienced and qualified personnel
- Chairman and CEO have many years of experience in
the renewable energy industry. - Board of Directors includes members with relevant
experience, supported by a team of dedicated and
academically qualified personnel. - Has proprietary technology and maintains own RD
laboratory to develop and commercialize new
sources of biofuel internally and via
collaborations with third parties. - Is not a plant operator - CNE is a services
company which targets the ethanol and bioenergy
industries, rather than a bioenergy or ethanol
plant operator. - Pipeline of projects in negotiation.
19
20Placing Statistics Timetable
Placing Statistics Placing Statistics
Placing Price ?p
Anticipated market capitalisation on Admission ? million to ? million
Gross proceeds to be raised by the Company pursuant to the Placing ? million
Percentage of the Enlarged Share Capital represented by the Placing Shares Approximately ? to ?
The Directors and existing Significant Shareholders (those who, prior to the Placing, hold Ordinary Shares representing 3 or more of the ordinary share capital of the Company) will be subject to the provisions of orderly market agreements. The Directors and existing Significant Shareholders (those who, prior to the Placing, hold Ordinary Shares representing 3 or more of the ordinary share capital of the Company) will be subject to the provisions of orderly market agreements.
Indicative Timetable Indicative Timetable
Last day for book building ? 2011
Anticipated date for despatch of placing letters ? 2011
Latest date for receipt of placing letters ? 2011
Dealing expected to commence on ? 2011
21China New Energy Limited
APPENDIX
22Financial Information
Abbreviated Consolidated Statements of Financial
Position
Abbreviated Consolidated Statements of
Comprehensive Income
Year ended 31 December 2010 Unaudited RMB000 Year ended 31 December 2009 Audited RMB000 Year ended 31 December 2008 Audited RMB000 Year ended 31 December 2007 Audited RMB000
Revenue 138,477 125,301 224,208 205,749
Gross profit 40,738 31,520 42,080 41,802
Other operating income 464 5,563 4,587 1,079
Total Operating expenses (17,032) (19,820) (52,834) (55,696)
Interest expenses - (2,837) (9,622) (1,045)
Profit /(loss) before income tax 24,170 14,426 (15,789) (13,860)
Income tax expense (3,623) (2,508) (8) (9)
Profit /(loss) for the financial year/period 20,547 11,918 (15,797) (13,869)
As at 31 December 2010 Unaudited RMB000 As at 31 December 2009 Audited RMB000 As at 31 December 2008 Audited RMB000 As at 31 December 2007 Audited RMB000
Non-current assets 21,089 17,090 7,938 8,133
Current assets 149,738 135,351 119,360 246,996
Current liabilities 151,431 155,648 86,379 189,619
Net current assets/ (liabilities) (1,693) (20,297) 32,981 57,377
Non-current liabilities 1,018 1,055 51,601 62,561
Net assets/ (liabilities) 18,378 (4,262) (10,682) 2,949
PLEASE NOTE THAT PAST PERFORMANCE IS NO GUARANTEE
AS TO THE FUTURE PERFORMANCE OF THE COMPANY
22
23Current Capital Structure
- Immediately prior to Admission, the Company will
have 69,351,002 Ordinary Shares in issue.
Significant Shareholdings
Director Shareholdings
As at the date immediately prior to Admission As at the date immediately prior to Admission
Name Number of Ordinary Shares Percentage of total number of issued ordinary Shares
Cobalt Ventures Ltd 16,832,770 24.27
Best Full Investments Limited 12,000,000 17.30
Jiang Xinchun 5,000,000 7.21
Qui Weiming 5,000,000 7.21
As at the date immediately prior to Admission As at the date immediately prior to Admission
Name Number of Ordinary Shares Percentage of total number of issued ordinary Shares
Yu Weijun 1 16,000,000 23.07
Tang Zhaoxing 2 12,000,000 17.30
Foo Shiang-Peow 3 2,019,932 2.91
- Yu Weijun is the sole legal and beneficial owner
of 16,000,000 Ordinary Shares held by Leader
Vision Investments Limited. In addition to the
interests referred to above, Mr Yu is the sole
beneficial holder of Tewin Capital Holdings
Limited, which has entered an agreement to
acquire 6,733,110 Ordinary Shares from Cobalt
Ventures Ltd. - Tang Zhaoxing is the sole legal and beneficial
owner of the 12,000,000 Ordinary Shares held by
Asia Tianxing Investment Limited. - Foo Shiang-Peow is a director and shareholder in
NovusAsia Capital Limited, to which the Company
has agreed to issue 2,019,932 Ordinary Shares at
Admission in part settlement of fees.
- Citadel Debt Financing
- In July 2007, CNE raised US12 million from the
Citadel Equity Fund Limited (Citadel) through
the issuance of convertible bonds which the
Company undertook to use for, inter alia,
contributing to ZKTYs registered capital. - In October 2008, the Company entered into a
redemption arrangement with Citadel, pursuant to
which the Company paid Citadel US4m and the
principal amount of convertible bonds held by
Citadel was reduced to US8m. - In December 2010, the Company entered into
further agreements with Citadel to restructure
the debt existing at such time, cancelling the
convertible bonds and reissuing ordinary bonds to
the same value. - In consideration for the restructuring of its
bonds and reduction in debt, Citadel has been
granted warrants to subscribe for 4,713,175
Ordinary Shares (being 7 of the issued ordinary
share capital of the Company at the close of
business on 28 February 2011).
23
24Summarised Risk Factors
- Before deciding whether to invest in the Ordinary
shares, prospective investors should carefully
consider the risks described below which will
apply to the Company together with all other
information contained in this presentation. If
any of the following risks actually occur, the
Groups business, financial condition and/or
results of operations could be materially and
adversely affected. In such case, an investor may
lose all or part of his or her investment.
Additional risks and uncertainties not currently
known to the Directors may also have an adverse
effect on the Groups business and the
information set out below is not and does not
purport to be an exhaustive summary of the risks
affecting the Group. - Failure to obtain or maintain requisite permits
and licenses The Directors believe that the
Group currently holds all necessary licenses and
permits to carry on the activities which it is
currently conducting under applicable laws and
regulations. ZKTY and Boluo are subject to
various government rules and regulations to carry
out their respective business activities in the
PRC. They are also subject to the periodic audits
by the relevant PRC authorities for the renewal
of these licenses and certifications. The
relevant PRC authorities may suspend or refuse to
renew the existing licenses or certifications.
There is no assurance that ZKTY and Boluo will be
able to maintain or renew their respective
existing permits, licenses and certifications in
the future. - Intellectual Property The Companys success
depends in part on obtaining, maintaining, and
enforcing its intellectual property rights, and
its ability to avoid infringing the intellectual
property rights of others. There is a risk that
certain technology used by ZKTY in connection
with the Groups current business operations, may
not be adequately protected by patents or any
other intellectual property rights. - The Group is largely reliant on the Chinese
market The Groups operations in China represent
a significant majority of the Groups total
revenues. As a result, the Groups operations,
prospects and financial condition could be
adversely affected if there is any deterioration
in or disruption to legal, political, economic or
social conditions in China. - Price of petroleum and related substitute
ethanol downstream products Biofuel is an
alternative energy source to petroleum and
ethanol is commonly used as a partial substitute
of gasoline. The demand for biofuel may be
significantly influenced by the price of
petroleum and related products. In the event the
price of petroleum decreases, this could lead to
the increase in demand for biofuel. This will
adversely affect the demand for the Groups
products and services. If the prices of petroleum
and related products fall significantly, the
Companys financial performance may be materially
and adversely affected. - Prices of the feedstock for ethanol production
The prices of feedstock may be affected by
factors such as climatic variations and
government regulations. The increase in the
prices of feedstock will increase the production
cost of ethanol, which is likely to reduce the
cost effectiveness of producing bioethanol. In
such an event, capital expenditure by the
Companys customers in the building of new plants
is likely to decrease. If the prices of feedstock
increase substantially, this could affect the
demand for the Groups products and services and
this may affect the Groups financial
performance. - The MA Regulations there is a risk that the
CSRC or other PRC governmental authorities may
issue an interpretation or implementing rules in
the future that could determine that the CSRCs
or another PRC governmental authoritys approval
is required for the proposed listing of the
company on AIM. The Group may face sanctions by
the authorities if the authorities subsequently
determine that the approval is required for the
proposed listing of the Company on AIM. - Political risks in PRC The degree to which the
PRC Government regulates industry is a key risk
to business in PRC in the future. The rate of
economic liberalization could change and laws and
policies affecting the environmental protection
sector, foreign investment, exchange rates and
other matters affecting investment in PRC could
change as well. - .Limitations caused by PRC foreign exchange
control There can be no assurance that the PRC
regulatory authorities will not impose further
restrictions on the convertibility of the RMB.
Any further restriction on currency exchanges may
limit the ability of the Company to repatriate
revenues.
24
25Company Advisory Team
- China New Energy Limited
- Queensway House
- Hilgrove StreetSt HelierJerseyJE1 1ESChannel
Islands - Contact Foo Shiang Peow
- Ding Liren (Adam)
-
-
- SVS Securities plc, Broker Financial Adviser
- 21 Wilson Street
- London EC2M 2SN
- Contact Ian Callaway 020 7638 5600
- ian.callaway_at_svssecurities.com
- Alex Mattey 020 7638 5600
- alex.mattey_at_svssecurities.com
-
Stephenson Harwood, Solicitors to the Company as
to English Law One Raffles Place 12-00 Singapore
048616 Bird Bird LLP, Solicitors to the
Nominated Adviser and Broker 15 Fetter
Lane London EC4A 1JP Walbrook Public Relations,
Financial Public Relations 4 Lombard
Street London EC3V 9HD