
ROI25per ( Date: 27-Jul-2009 20:51) Posted:
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Published July 14, 2009
Got something on your mind? Tell C&G
Company launches survey to see how shareholders view new acquisition
By LYNETTE KHOO
(SINGAPORE) Call it management by feedback. In a novel way to understand how shareholders see its move into a new business, C&G Industrial Holdings launched a shareholder survey through the SGX website yesterday.
Financial PR, which issued the survey on behalf of the firm, said it wasn't to garner votes but to give shareholders an avenue to voice their concerns to the management.
The Chinese textile firm had in May entered into a definitive agreement to acquire all the shares of CUGU Environmental Protection International Ltd (CUGU EPIL) for 360.4 million yuan (S$77.3 million) by way of issuing new shares at 21 cents apiece. This issue price was subsequently adjusted to 24 cents in June in anticipation of new contract wins by CUGU EPIL.
This acquisition marks a shift to the waste-to-energy industry, after the group battled a 88.6 per cent slide in net profit in its core textile business to five million yuan in the first quarter ended March 31, 2009, on the back of declining sales and depressed margins.
The target company is incorporated in the British Virgin Islands and is involved in investing, constructing, operating and maintaining waste incineration power plants in China through build-operate-transfer (BOT) schemes.
But there will be major dilution following the issue of new shares. C&G may issue more shares for any additional payment to the vendor for further successful tenders of BOT projects by the CUGU Group before July 15.
This cut-off date was extended to Aug 15, after the vendor informed C&G that it will only obtain the award of some of the new BOT projects after July 15.
CUGU EPIL has one completed BOT project with an initial daily treatment capacity of 600 tonnes of municipal solid waste (MSW) per day and it is undergoing an expansion to a daily capacity of 1,800 tonnes of MSW. The company has two other BOT projects at different stages of development and a heads of agreement for a new BOT project in China.
'The switch from textile to WTE is quite a drastic change,' said Kathy Zhang, managing director of Financial PR. 'We've had a few rounds of communication with shareholders already but we thought it is good to know where most shareholders stand.'
The group conducted a roadshow in May to meet shareholders, and this survey would allow shareholders who did not turn up at the roadshow to express their views.
'We realise that now is probably a good time to come up with a systematic approach to give all shareholders a chance to feedback to the management on exactly what is the acceptance and understanding of this waste-to-energy business,' Ms Zhang said.
Questions posed in the survey hinge on shareholders' views on the prospects of the WTE business versus that of the current textile business and whether they think the acquisition will be beneficial to them.
The survey also asks shareholders to pick their top three concerns from a list of suggestions - including 'lack of synergies with existing textile business', 'more funding is required for future expansion in the WTE business', and 'ability to pay dividend in FY09 and FY10'.
According to Ms Zhang, C&G is also interested to hold a site visit for interested investors.
A circular on the acquisition, together with the valuation report by Jones Lang LaSalle, will be despatched to shareholders ahead of an extraordinary general meeting to be held some time in September.
SHAREHOLDER SURVEY ON THE PROPOSED ACQUISITION OF CUGU ENVIRONMENTAL PROTECTION INTERNATIONAL LIMITED
http://info.sgx.com/webcoranncatth.nsf/VwAttachments/Att_741DC80C929FDAC0482575F200100F37/$file/CG_shareholder_survey_CG_20090713.pdf?openelement
seems to be consolidating bet 18.5 to 20,
24 issue price still too far away, wait till it resume analyst coverage, will regain former glory
the issue price of the Aggregate
Consideration Shares shall be adjusted from S$0.21 per Aggregate Consideration Share to S$0.24 per
Aggregate Consideration Share.
C&G INDUSTRIAL HOLDINGS LIMITED
(Incorporated in Bermuda on 24 September 2004)
(Company Registration No. 35842)
PROPOSED ACQUISITION (“PROPOSED ACQUISITION”) BY C&G INDUSTRIAL HOLDINGS LIMITED
(THE “COMPANY”) OF THE ENTIRE ISSUED AND PAID-UP CAPITAL OF CUGU ENVIRONMENTAL
PROTECTION INTERNATIONAL LIMITED (“CUGU EPIL”)
Unless otherwise defined, capitalized words used in this announcement shall bear the same meaning as the
words defined in the announcement dated 11 May 2009.
Further to the announcement made on 11 May 2009, the Board of Directors (the “Board”) of the Company
would like to announce that the Company has on 26 June 2009 entered into a further agreement to
supplement (“Supplemental Agreement”) the sale and purchase agreement dated 11 May 2009 (“Sale and
Purchase Agreement”) with (i) CUGU Group (Hong Kong) Limited (
创冠集团投资控股
(
香港
)
有限公司
,
hereinafter referred to as the “Vendor”), (ii) Mr. Lam Chik Tsan (
林积灿
), (iii) Mr. Lin Yan (
林岩
) and (iv) Mr.
Cai Junyi (
蔡军毅
) ((ii), (iii) and (iv) hereinafter to be collectively referred to as the “Guarantors”)
Pursuant to the Supplemental Agreement, the Company has agreed with the Vendor and the Guarantors to
vary the original terms of the Sale and Purchase Agreement as follows:-
(1) Cut-off date to determine the Additional Consideration
Under the Sale and Purchase Agreement, the consideration for the entire issued and paid-up share capital of
CUGU EPIL comprises the Consideration Amount of RMB 360,386,000 and the Additional Consideration.
The original provision of the Sale and Purchase Agreement states that the Additional Consideration payable
to the Vendor shall include the value of all and any New BOT Projects to be included as part of the Proposed
Acquisition from the date of the Sale and Purchase Agreement and up to and including the cut-off date of 15
July 2009.
The Vendor has informed the Company that the Vendor will only obtain the award of some of these New
BOT Projects after the original cut-off date of 15 July 2009. The Company has agreed to the Vendor’s
request to extend the cut-off date from 15 July 2009 to 15 August 2009 to include these New BOT Projects
as part of the Proposed Acquisition. Pursuant to the Supplemental Agreement, the Company has agreed
with the Vendors and the Guarantors that the Additional Consideration payable to the Vendor shall be based
on the value of all New BOT Projects contractually secured by the Vendor as at 15 August 2009, subject at
all times to (i) independent valuation of all and any such New BOT Projects to be conducted by the Company
and (ii) the prior approval of the Independent Directors to include any such New BOT Projects as part of the
business to be acquired by the Company pursuant to the terms and conditions of the Proposed Acquisition.
(2) New Issue Price of S$0.24 Per Aggregate Consideration Share
The Company, having taken into consideration the Vendor’s request, has negotiated and the Vendor has
agreed with the Company in the Supplemental Agreement that the issue price of the Aggregate
Consideration Shares shall be adjusted from S$0.21 per Aggregate Consideration Share to S$0.24 per
Aggregate Consideration Share.
The Board would like to state that no other original term and/or condition of the Proposed Acquisition as set
out in the Sale and Purchase Agreement has been varied or amended, other than the foregoing express
provisions in the Supplemental Agreement.
BY ORDER OF THE BOARD
C&G INDUSTRIAL HOLDINGS LIMITED
ZHANG YUN
EXECUTIVE DIRECTOR
26 June 2009
CG got 2t daily cap in 2010
June 12, 2009
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![]() A
refuse collector picking up trash left outside restaurants along a
Beijing street yesterday. The amount of waste produced in the city is
growing at 8 per cent each year, said government officials. -- PHOTO:
AGENCE FRANCE-PRESSE
|
Waste produced in Beijing is growing at 8 per cent a year and is expected to exceed the capacity of the city's 13 landfill sites within four years, municipal government officials were quoted as saying on Wednesday.
They warned of a 'garbage crisis' if the situation is not checked, noting that two of Beijing's dumps are already full and will soon close.
'If we don't reduce our garbage, or build more waste management facilities, within four years Beijing will run out of space for garbage disposal. The situation is very dire,' said Mr Wei Panming, an official of the municipal government's facilities section.
The 18,000 tonnes of trash thrown out by residents every day already go far beyond the 11,000 tonne capacity of all the garbage disposal plants combined, said Mr Guo Weidong, a publicity division head of the government.
He said the authorities were working on laws and penalties to cut down garbage production and have stepped up construction of new landfill sites.
The nose-wrinkling problem also looms over other large and growing cities such as Shanghai and Chongqing, and the issue is an increasing worry for the nation's planners amid fears over pollution and water supplies.
Shanghai's Changshengqiao sanitary landfill plant, for example, is expected to be full in 15 years, about two years ahead of schedule, officials said.
The amount of garbage the city generated in 2007 was five times the size of the 421m Jinmao Tower, the tallest building in China.
Professor Nie Yongfeng, of Qinghua University's College of Environmental Sciences and Engineering, said developed countries deal with the problem by incineration, but the method is not used in Beijing for fear of the pollution it generates.
CHINA DAILY/ASIA NEWS NETWORK, XINHUA
It will be HOT.....
C&G's target acquisition has rising revenue, profit |
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Written by Leong Chan Teik | |||||||||||||||||||||
Tuesday, 26 May 2009 | |||||||||||||||||||||
![]() Mr Lin Yan, 46, founder and director of CUGU, at Thursday's meeting with analysts. Photo by Leong Chan Teik IN CHINA, converting household and industrial garbage into electricity is a profitable business, especially so when the government is right behind you. That is clearly reflected in the financials of CUGU Environmental Protection International, which C&G Industrial has proposed to acquire 100% of. The financials were released by C&G on the SGX website on Thursday (May 21) and during its meeting with analysts, remisiers and dealers on the same day. (For the PowerPoint presentation material, click here) CUGU’s profit after tax has risen steadily, from RMB 5.6 m in 2006 to RMB 7.0 m in 2008. The gross profit margin has hovered around 50% and revenue has doubled. These financials are attributable to the sole waste-to-energy power plant in Jinjiang city, in Fujian province, belonging to CUGU. The plant has been operating at - according to its founder and director, Mr Lin Yan - 100% capacity, or close to 100%, in those years.
At full capacity, the plant converts 600 tonnes of waste a day into electricity. Phase 2 of the plant began operations in December 2008 with 150 tonnes of daily treatment capacity. Recently, work began on adding another 250 tonnes of daily treatment capacity. Asked about the sharp rise in revenue and profit even when the plant was operating at 100% capacity between 2006 and 2008, Mr Lin, 46, said, among other reasons, the fee paid by the government has jumped from 58 cents to 85 cents per kilowatt hour. The fee comprises the electricity tariff, a subsidy and a 'tipping fee'. It should also be noted that the RMB 66.6 m revenue reported for 2008 consists of RMB 14 m in revaluation of the plant. ![]() Cai Junyi, CEO, C&G Industrial. 2 types of fees from government On how CUGU’s business model worked, Mr Lin explained that government trucks collect garbage and deliver them free of charge to the CUGU plant. The government is obliged to offtake all the electricity that is produced by the plant, which is fed into the national grid. The fee paid to CUGU by the government is multi-tiered: a) RMB 0.443 per kwh of electricity. b) RMB 0.407 as 'waste treatment fee' for every kwh of electricity produced. The total is 85 cents per kwh – which represents the government’s effort to invigorate the green energy industry. Each tonne of waste can generate 200 kwh of electricity at the CUGU plant, net of the energy needed for the production. Currently, CUGU’s plant is the only one in Jinjiang city, and there is no prospect for another plant as there would not be sufficient garbage in the city to feed the second plant, said Mr Lin. Aside from the Jinjiang plant, CUGU has secured three other projects, also under a Build-Operate-Transfer arrangement with the government which offers long concession periods (the Jinjiang concession runs out in 2035). Operators enjoy a steady stream of income and a off-take agreement with the government. The combined daily treatment capacities of the other three plants to be built by CUGU, starting next year, is 2,000 tonnes a day. The contribution of these new plants to C&G's bottomline is expected to be substantial, but there will be earnings per share dilution as a result of the shares to be issued to pay for the acquisition of CUGU. According to CUGU management, there are high business barriers to entry as a BOT operator must have an operating track record and technical expertise. Financial strength is critical too, as the operator's registered capital generally accounts for 20-35% of the total investment. To obtain financing from banks, the operator needs to have an established credit status. C&G shareholders will vote on the proposed acquisition in August. |