Article Source: China’s National Business Daily 2014-04-18

It was announced in a report issued by L&L Energy, Inc. (“L&L” or the “Company”) on April 14 that L&L was ready to be voluntarily delisted from NASDAQ. In the meantime, Dickson Lee, the founder of L&L Energy has already resigned from the positions of both Board Chairman & CEO and has been sued both by SEC and the Ministry of Justice of U.S for financial fraud, fake disclosure of information and forged signature. This incident has caused great sensation in the financial world. Yesterday, a NBD reporter made a phone call to Jianling Cao, one of L&L’s high-level management executives in China. She confirmed the foregoing news and claimed that the accusation against Dickson Lee was unrelated to the Company. She also stated that the Company will be in normal operation after delisting its common stock from NASDAQ.

As a matter of fact, NBD reporters had already conducted a series of in-depth investigations in both Yunnan and Guizhou provinces as early as last October. During these investigations, it was found that the sources of L&L’s $500 million revenue recorded in L&L’s financial report of fiscal 2013 remain unidentified. Also, the ownership of its coal mines is still in doubt. Then we may begin to wonder: what kind of company is L&L? Who is Dickson Lee? What accusations is he facing?

In the July of 2013, L&L submitted its 10-k financial report (hereafter referred to as 10-k) to U.S. Securities and Exchange Commission (“SEC”), in which it claimed that the total revenue derived from L&L’s coal washing business in China during the fiscal year of 2013 (from May 2012 to April 2013) amounted to $77.6 million (approximately 480 million RMB), occupying 39% of its total revenue in fiscal 2013, with profits of $8.2 million (approximately 50 million RMB).

It is claimed, in L&L’s financial report that as the major revenue source of the Company in fiscal 2013, coal-washing business is mainly operated in Yunnan L&L Taifung Mining Co. Ltd (“L&L Taifung”), a subsidiary of L&L. What is strange is that less than month after 10-k was released, L&L suddenly announced its sell of Hong Xing Coal Washing Facility, which is owned by L&L Taifung.

However, according to NBD reporters’ investigation, this coal washing facility was already shut down even before 2013. In addition, according to the document provided by local tax authority, the substantial revenue of Hong Xing Coal Washing Facility was very limited in 2012 and no tax was paid after the June of 2012.

Despite the fact that L&L Energy claimed the ownership of a coal washing facility called HunTai, it was verified by NBD reporters that HunTai was actually owned by another company. Furthermore, even the substantial revenue of HunTai cannot represent the huge source of its 500 million revenue claimed on L&L’s financial report.

The interview on the administrative and financial personnel in L&L TaiFung still failed to explain the source of L&L’s huge revenue. Even more intriguing is that the interview revealed more contradictions to the information previously released by L&L. Both U.S. office and the headquarter in Beijing declined the interview request under the excuse that they “have initiated legal proceedings.”

Profitable Coal Washing Facilities Are Sold

L&L Energy, Inc. is a NASDAQ listed enterprise in U.S. Although most of its business is operated in China, unlike other U.S listed Chinese stocks, its founder, board chairman and major shareholder, Li Weiche (Dickson Lee) is a Chinese American and the headquarter is located in the United States.

In response to the accusations made by the short seller, Jianling Cao, Vice manager of Kunming office of Yunnan L&L Taifung told NBD reporters the Company was intending to file a lawsuit against both GeoInvesting (hereafter referred to as Geo), the short seller report author and Seeking Alpha for spreading false allegations online at the purpose of short selling. But when it came to central issues such as the revenue of coal washing facilities, Jianling Cao refused to provide any relevant document under the pretext that “ these documents are protected as important legal proofs.”

In the end of July 2013, it was claimed in L&L’s 10-K that the predecessor of the Company is a Nevada corporation founded in 1999. After a series of acquisitions, the Company was listed in the U.S. stock market NASDAQ (NASDAQ: LLEN), in the business of producing, processing, and selling coal in both Yunnan and Guizhou provinces of People’s Republic of China.

“We have five coal mines, two coal washing facilities and three coal distributors. The Chinese headquarter is situated in Beijing and there are many other offices in Guiyang, Kunming and Taipei.” Said the 10-K report.

The total revenue of fiscal 2013 (from May 2012 to April 2013) was $198.98 million, with a total cost of $137.42 million and a total profit of $61.56 million, doubling the revenue of fiscal 2012. Coal washing business contributes $77.63 million (approximately 480 million RMB), or 39% to the total revenue, with a net profit of $8.19 million (approximately 50 million RMB).

During the fiscal 2013, 763,000 tons of coals were produced by L&L, with another 470,000 tons of coals being washed and 331,000 tons distributed. 10-K described the performance of coal washing business as “slightly increased”. With a total 474,000 tons, fiscal 2013 saw less than 10% or 0.4 tons of increase to the total amount of 434,000 tons in fiscal 2012.

In the introduction to its coal washing business, it is clearly stated in 10-K that “L&L only has two coal washing facilities, with an annual output of 480,000 tons; Hong Xing Coal Washing Facility is a third party facility (not a subsidiary of L&L); DaPuAn Mine is the sole service object for the DaPuAn coal washing equipment.” (P21). It is also pointed out in 10-k that “because of the reasons mentioned above, the revenue derived from coal washing business of DaPuAn is separately accounted”, which means that Hong Xing, the third party coal washing facility, is the sole contributor to the substantial revenue of L&L’s coal washing business in fiscal 2013.

In the downturn of the whole coal mining industry in China, Hong Xing should indisputably been deemed as an important contributor to L&L given that the coal washing business brought $8.2 million net profit to L&L in fiscal 2013. However, a notice was suddenly published on the official website of the Company on August 19, 2013, announcing that “ In a long-term perspective, due to the limited value of Hong Xing Coal Washing Facility to the Company, the executives have decided to call an abort to all the business in Hong Xing and is planning to sell it to any buyer interested in.”

This seemingly ordinary press triggered a series of doubts and debates. Consequently, GeoInvesting, a research institute in the United States released a short seller report on September 19, 2013, pointing out that Hong Xing Coal Washing Facility was actually shut down in 2012 and accusing L&L Energy of financial fraud and deceiving investors. As a result, the stock price of L&L fell to $1.27 per share. It was a 38.65% decrease.

On September 27, 2013, NBD reporter made a phone call to Ms. Zhang, the spokesperson for L&L in the Beijing Office. However she refused to disclose more information about the incident because they “have already initiated legal proceedings.”

The Closure of Hong Xing Was Verified by Many Parties

Why did L&L suddenly shut down Hong Xing Coal Washing Facility which contributed 40% of its annual revenue? How was the operational status of this plant in the fiscal year of 2013? Why did L&L fail to make any response to the doubts and disputes resting on its coal washing business? Is its financial record reliable?

Hong Xing is a privately-owned enterprise located in Walu, a village in Xiongbi Town, Shizong County of Yunnan Province. Being more than 20 miles away from the urban district of Shizong County, Hong Xing is adjacent to Lannigou Coal Mine and was built in 2004 by Hongxing Li who was the owner of this facility. The driveway to Hong Xing has been greatly damaged by heavy trucks and therefore is filled with surface water which causes hazards in raining days.

On October 19, 2013, at the top of a slope near DaShe Village, NBD reporters found Hong Xing Coal Washing Facility. However, what reporters saw were only deserted coal washing machines, dilapidated factory and collapsed walls. There was no sign to suggest that this plant was still in operation.

Several meters away was Lannigou Coal Mine, whose office building was only dozens of meters behind. At the gate of the office building hanged two white boards, on which it showed “Hong Xing Coal Washing Facility of Shizong County” and “Lannigou Coal Mine of Shizong County.” The characters were blurred and hardly visible.

“The mine has been idled for more than one year.” A Mr. Li who had worked in Lannigou for 23 years told the reporter. “There has been no more coal to wash since the devastating accident happened in SiZhuang Coal Mine.

The devastating disaster Mr. Li mentioned above was a tremendous coal mining accident happened in SiZhuang Mine of Shizong County, Qujing City, Yunnan Province on November 10, 2011. This accident caused 43 deaths and direct economic loss of 39.7 million RMB. For quite a long time after this accident, the name “Sizhuang” remained a sensitive word that no one in the county wanted to hear or mention. The coal mine was also idled for rectification.

Hongxing Li, the first owner of Hong Xing told the reporter despite the fact that Hong Xing was transferred to Yufu Ma, the boss of Shizong Fusheng Trade Company (hereafter referred to as Fusheng Company), Lannigou Mine was still owned by Li and was still in normal operation. Therefore, he would pay a visit to the mine almost every day. “Workers in Lannigou need to pass by Hong Xing to get to their workplace and they barely see the factory in operation.” Said Hongxing Li, “I can’t remember the exact date of its production halt, roughly around 2012.”

A single-storey house whose windows and doors were all shut down lies near Hong Xing, which, according to Mr. Li, was once the office of Hong Xing Coal Washing Facility. “It was converted to the residence for the door keeper of the factory.” “Door keepers are constantly being changed so they must know nothing about it.” A staff member of Walu Village Committee told the reporter that “Hong Xing stopped its coal washing business two years ago.”

Later the reporter found Yufu Ma, the second owner of Hong Xing in the office of Fusheng Company. He said that Hong Xing was bought from Mr. Li between the end of 2008 and the beginning of 2009. Later Laozhong Yang, one of his relatives joined in as a shareholder. But because of the clashes in their business philosophy, they terminated their cooperation in 2011 and Hong Xing was sold to Laozhong Yang in December of the same year. “Shortly after the coal washing facility was transferred to him, the factory stopped its operation.” Yufu Ma told the reporter.

The responsible person for the Department of Industry and Information Technology of Shizong County showed NBD reporters an internal document named “Above-sized Industrial Enterprises Information of Shizong County.”  This document was submitted to the Department by the coal authority of Shizong County on July 31, 2013. In this document, it mentioned that the total output value of Hong Xing Coal Washing Facility in 2012 was 86.77 million RMB, with a net profit of 7.56 million RMB and the tax payment amounted to 3.47 million. The Department described Hong Xing as “a subsidiary of HunTai Mining, co, ltd and it has halted its production because of the rectification and consolidation within the enterprise.” But in the column of “the target for 2013” remained blank. The responsible person (for the Department of Industry and Information Technology of Shizong County) offered an explanation for it: “Because the factory was idled in 2012, we thought it unnecessary to set a target for the next year.”

After several failed attempts to reach out to Laozhong Yang, one of his employees told reporters that “he is on a business trip in Kunming.” In fact, NBD reporter is not the only one looking for Mr. Yang. Officials in charge of industry in Shizong County also failed to reach contact with him. Yufun Ma told reporters that Mr. Yang had more than one phone number so it was difficult to reach him. “But if he wants to reach out to you, he will soon make it.” These words added mystery to this Mr. Yang.

Alleged Falsified Revenue

Another evidence that lends credit to the bleak operational status of Hong Xing Coal Washing Facility in 2012 is its low tax payments in that year. On October 21, 2013, NBD reporters paid a visit to Second Branch (“Second Branch”) of Shizong County Local Tax Bureau.  The director of the Bureau, named Kuansheng Li, provided a document that contained the tax payment information of Hong Xing in 2012.

It was suggested in this document that only 31,539 RMB tax was paid from January to June in 2012 and no more tax were paid after that. The short seller report released by Geo also mentioned this tax payment, and in L&L’s rebuttals they argued that “Geo has a misunderstanding of Chinese taxation policy and this local agency is only responsible for collecting some additional taxes rather than all taxes such as sales and income taxes.”

Kuansheng Li gave a full explanation of it.  He said that the national tax serves as the basis for collecting local tax. So in this situation, the local tax bureau collected 6% special surcharges based on the 17% of value-added tax paid to Shizong County National Tax Bureau. Included in the special surcharges were 1% of construction surcharges on the value-added tax, 2% of education surcharges and 3% of local education surcharges. The surcharges that amount to 6% are called “the tax of the tax”.

“The fact that Hong Xing was not operational in 2012 meant that it had produced neither revenue nor tax in that year,” Kuansheng Li told the reporter. “As for the local tax, Hong Xing directly paid to the Second Branch.”  Although Hong Xing stopped its operation, it has not filed for cancelling its registration. In that case, its duty to pay tax is not terminated. So Hong Xing has continued its tax declaration even after June 2012. However, due to its production halt, no tax was generated during the period, which is called “zero tax declaration.”  In other words, the total local tax paid by Hong Xing in the whole fiscal 2012 was 31,539 RMB.

According to the tax records provided by the Second Bureau, in April and May of 2012, Hong Xing paid 14642 RMB and 11922 RMB surcharges of value-added tax respectively, with another 5000 RMB of Stamp tax and Vehicle Tax. “The 17% of value-added tax paid to the National Tax Bureau was calculated on the basis of the sales. The actual payment amount is the portion after input VAT was deducted. In the analysis made by Jinghao Ma, a financial expert, he said “though we can’t get the exact revenue of Hong Xing in 2012 based on known clues, it can still be inferred that the major revenues of this plant are falsified, and so are its profits.”

In the meantime, the response from Shidong Wang, Director of Shizong County National Bureau also supported the foregoing inference. If it was true that the total revenue of Hong Xing was as high as $77.6 million (approximately 480 million RMB) as claimed in L&L’s financial report, then this factory must be an important and major taxpayer in Shizong County. However, responsible persons for the different local industrial and tax departments said they had no impression of such a coal washing facility.

As a matter of fact, for Dongshi Wang, the only impression on this facility was left by its tax arrears last year when he issued a tax reminder letter to Hong Xing. “The reminder letter needed my signature, so I have an impression on this facility.” Moreover, in the rectification notice issued by Shizong County Local Tax Bureau in April 2013, Hong Xing Coal Washing Facility was listed as failed to declare the tax payable.

“In terms of ongoing VAT regulations, an enterprises like Hong Xing cannot enjoy preferential policies. But as for income tax, Hong Xing is qualified to enjoy the ‘two-year exemption and three-year reduction’ policy.” Therefore, according to Jinghao Ma, “even if the report data is real, it is still contradictory to its tax payable.”

In addition, from the organization chart (P7) published in its 10-K, it is suggested that L&L is operating its business in China through a number of its wholly owned subsidiaries and companies in which it has absolute holdings. Yunnan L&L Taifung Mining Co, ltd, (hereafter referred to as L&L Taifung) is one of them.

According to public information, L&L Taifung is a Sino-US joint venture incorporated in December 2011 in Qujing City of Yunnan Province. Its legal person is Dickson Lee, the board chairman of L&L Energy while its Chinese partner is Laozhong Yang. It is suggested in the 10-K that L&L holds 98% of L&L Taifung’s equity and the Hong Xing Coal Washing Facility is a subsidiary of L&L Taifung.

However, the ownership of Hong Xing is also in doubt. According to the registration information provided by the local Industrial and Commercial Bureau, Hong Xing is a privately owned enterprise, with its legal person being Bin Liu, a local of Shizong County. Jianling Cao, the vice manager of the Kunming office of Yunnan L&L Taifung provided an explanation that “under the restriction of current policy, it is difficult to transfer this coal washing facility to L&L, therefore we adopted entrustment.” Jianling Cao told NBD reporters, “The executive legal person of Hong Xing is Bin Liu, who is entrusted by our company as the legal person. We have notarization; we have his finger print on it; we have the authorization and we have the testimony from the lawyer.”

Myths Around The Coal Washing Business

On October 7, 2013, L&L for the first time responded, on its official website, to the doubts on its coal washing business, correcting itself by saying that “There are two coal washing plants affiliated to the Company, Hong Xing and TaiFung”. In this response, L&L also declared that in the total revenues of coal washing in fiscal 2013, revenues from Hong Xing Coal Washing Facility accounted for only 20% of the company’s total sales while TaiFung accounted for 19%, and it reiterated that “Hong Xing was idled this summer by the company.  Hong Xing halted its production on June 30, 2013 and did not produce any income in July.”

Then does the TaiFung Coal Washing Facility really exist? What is its relationship with L&L TaiFung? Doubts and mysteries began to fall upon L&L’s coal washing business.

During the investigation, Yufu Ma [a former owner of the Hong Xing coal washing facility] was the first person to mention that L&L Taifung had a coal washing facility. He also told NBD reporters “equipment parts from Hong Xing were moved by them (Laozhong Yang) and placed in another coal washing plant.” “I don’t agree with their decisions because these equipment were costly.”

Afterwards, Yufu Ma provided the address of the coal washing facility to our reporters. Interestingly, this address coincided with the address of L&L Taifung provided by Zhoubao Du, the vice director of China Merchants [Group] of Shizong County, both being “Shizong County YiLa Industrial Park, next to the Kunming Steel coking plant.”  Surprisingly, this address directed NBD reporters neither to Hong Xing nor L&L Taifung, but to a place called “Coal Washing Facility of Shizong County Huntai Mining Co, Ltd” (hereafter referred to as the Huntai Coal Washing Facility).

In the morning of October 20, 2013, the reporter managed to make an appointment with Shulin Yang, the director of the Huntai Coal Washing Facility on the grounds of “being interested in the local coal industry investment.”  In response to the statement that L&L holds 80% equity of HunTai Coal Mine, Yang said that Laozhong Yang is his brother and that HunTai was built in June, 2012 with its sole investor being the natural person LaoZhong Yang.  On the other hand, L&L Taifung is a Sino-U.S joint venture.

Shulin Yang admitted that L&L Taifung owns only one coal washing facility, namely the Hong Xing Coal Washing Facility, the one that has been idled for a long time. “Hong Xing had no choice but to halt its production under complicated situations around 2012, such as the devastating coal mining accident in Shizhuang and the downturn of the whole industry.” “Hong Xing has been idled for more than one year.” Shulin Yang told the reporter, “There are only two coal washing facilities still operational, one being Huntai and the other being Minke (phonetic).”  The latter one is owned by a Sichuan investor so is of no relevance to them.

It is known that the biggest client of HunTai Coal Washing Facility is the Kungang Coking Plant, which is only several steps away from HunTai.  Shulin Yang told reporters that because of the downturn of the industry in 2013, their coal could hardly be sold, which greatly influenced their income. “Only 70,000 to 80,000 tons of coal has been washed since the first day of its operation in 2012, with limited revenue of only 50-60 million yuan.” “The coal price fell to 800 yuan per ton from 1000 yuan in 2012 and the net profit of Huntai was only less than 20 million yuan.”

Shulin Yang said, “because they don’t own any coal, L&L TaiFung has had no business for over a year.”

On the same grounds of “being interested in the local coal industry investment,” NBD reporters managed to meet JunAn Zhao, an accountant at L&L TaiFung, who said “HunTai Coal Washing Facility is a privately owned plant by the Chinese investor of L&L TaiFung (namely Laozhong Yang).”  JunAn Zhao also told reporters that as he had been in charge of the company’s finances since the establishment of L&L TaiFung, he was “very familiar” with the company’s situation.

“L&L TaiFung has only one coal washing facility, namely Hong Xing, which was temporarily shut down in June 2012 because of the downturn of the plant as well as the whole industry.” JunAn Zhao further revealed that “the coal washing business was transferred to the HunTai Coal Washing Facility” and “due to this affiliate relation, the office of L&L Taifung and HunTai has become one.” He also admitted that “Hong Xing hasn’t paid any tax since the production halt in June 2012.”

According to JunAn Zhao, the main business of L&L Taifung is the distribution and sale of coal. The total revenue in 2012 was 80 million yuan.  However, the [year-to-date] revenue dropped to 40 million yuan in June 2013 since the “coal washing business is only operated when the market is good, so it is not computed as an independent business section.”  Even if HunTai does belong to L&L Taifung, its revenue still cannot account for 39% of the total revenue of L&L as claimed by the Company. It is known from the document provided by the responsible person of the above-mentioned Department of Industry and Information Technology of Shizong County that the production value of Huntai from January to July in 2013 was 140 million yuan, but the losses were 83,000 yuan.  In addition, the profits of Huntai in 2012 were only 8.52 million yuan.

This argument is self-contradictory with the statement previously released by L&L that “there are two coal washing facilities.” It is also confirmed by Jianling Cao that L&L Taifung is a trade company mainly engaged in the wholesaling and retailing of coal, rather than coal washing. When asked about the statement published on the official website, Cao explained it as a “mistake in translation.”  From this we can see that L&L cannot even make a self-consistent statement.

Furthermore, JunAn Zhao didn’t agree with Shulin Yang’s statement that “L&L Taifung has no business for one year.” Instead, he said “There was no output only from the beginning of April or May to October of 2013.”

It is displayed, in a notification published in the official Website of the Ministry of Commerce in Qujing City on January 17, 2012, that “U.S L&L Energy and the Chinese company Yunnan Taifung Coal Mining, Ltd co-invested 50 million yuan in the project of coal washing, processing and circulation. Of the total investment, $6.7 million comes from foreign investment, of which $639,985 has already been executed.”

However, according to NBD reporter’s knowledge, as one of three major achievements of the “investment attraction project” of Shizong County in the Kunming Trade Fair in 2011, L&L Taifung is not very well known. Additionally, it was even issued a notice of criticism during the joint annual inspection of foreign-invested enterprises in Qujiang City in 2012.

Hongqing Dong, the director of the China Merchants [Group] even doesn’t know of the existence of such a Sino-U.S joint venture. And it is after a lot of enquires that the vice director Zhoubao Du finally got a rough picture of this company.

JunAn Zhao also told the reporter that L&L had so far only invested 15 million yuan into L&L Taifung. According to the agreement, the operation and revenue is independent from the U.S investor, which means L&L Taifung just needs to provide the U.S side with an annual return 12% of the invested capital. “The exact return amount has not been settled and it may need further discussions several years later.”

Coal Mine Ownership and Operational Status in Doubt

In the deep mountains of Yunnan and Guizhou Provinces of China, several unknown small coalmines are impacting the rises and falls of L&L Energy (LLEN, NASDAQ) (L&L or the Company). With the start of its coal business on 2010, this U.S. incorporated company has set up a seemingly elaborate and mysterious financial puzzle in China.

In an attempt to solve the mystery left by L&L, NBD reporters conducted a series of on-site investigations in many places of Guizhou and Yunnan provinces at the end of the October 2013. According to the L&L’s newest financial report, its business segments included five coal mines, two coal washing facilities, three coal trading platforms, and several offices.  It is found, according to NBD reporters’ on-site survey and interviews with governmental officials and many insiders, that apart from the unidentified source of its huge revenue from its coal washing business, many more doubts remain unresolved, including the ownership of the coalmine assets and the falsified revenues.

Additionally, it is also found that Dickson Lee, the former board chairman of L&L had played an essential role in the cross-border capitalization of several coal mine properties in the deep mountains of Southwest China. According to L&L’s announcement on April 7, Ministry of Justice of U.S. had already filed a lawsuit against Mr. Lee on March 27 for the crime of fraud.

Ownership of Coal Mining Assets in Doubt

It is suggested that, in the 10-k financial report (hereafter shorted as 10-k) submitted to SEC by L&L, the leading business of L&L lies in coal exploitation, with its five major coal mines located respectively in DaPuAn, ShuChong, Lashu, Luozhou and Weishe. The first two are located in Yunnan province and the rest three in Hezhang County of Guizhou Province. Other business sections including “distribution”, “coal washing” and “coking” are supplemented as “other coal mine opportunities.”

It is known from 10-K that L&L transferred cash, its 60% ownership in DaPing mine, and its 98% interest in Zonelin Coking Plant to Guizhou Union Energy Mining Co., Ltd. (hereafter referred to as Union Energy) and Guizhou Youyin Energy Mining Co., Ltd (hereafter referred to as Youyin Energy) in exchange for a 95% interest in the Luozhou and Lashu mines.

However, L&L corrected itself in the announcement released on October 25 2013 by claiming that the Company indirectly purchased Luozhou and LaShu by buying 95% shares of Guizhou Union XunDa and Guizhou Union WuZhou, both being subsidiaries of Union Energy.

In October 2013, NBD reporters conducted an on-site investigation on LaShu Mine. One of the responsible person for the mine called Zhi Zhang told reporters that LaShu Mine was acquired by Union Energy in 2010. He also added that “although there are other shareholders, (Union Energy) is the majority shareholder.”

Zhang Song, the vice manager of Administration Department of Union Energy in Hezhang County of Guizhou Province told NBD reporters that Union Energy owns seven coal mines in Hezhang County, including Luozhou, LaShu and Weishe. An article from the local media HeZhang Daily shows that Union Energy wholly purchased or bought controlling stake of seven coal mines which are Weishe, LaShu, Luozhou, Chengguan, AnLeXi, Hezhen and Dezhuo. Union Energy also has applied for the consolidator qualification.

Last January, a pilot scheme called A Work Plan for Coal Mines Consolidation of Guizhou Province mandated that every enterprise who acquires or regroups other smaller enterprises should have a minimum annual production capacity of 1.5 million tons. Also, a minimum designed production capacity of 20 million was required for Bijie City and Liu Panshui City. All the Guizhou coalmines owned by L&L failed to meet this requirement. What is more, L&L was not seen in the list of qualified consolidators released by Guizhou government.

During the survey on WeiShe Mine, NBD reporters encountered a Mr. Liu, who claimed to be the manager of the three mines mentioned above. When it came to the ownership of these mines, Mr. Liu said that in order to protect the coalmines during the coalmine consolidation in Guizhou Province, cooperation was made between L&L and Union Energy but (L&L) does not have stock share in Union Energy. Union Energy is the shareholder of the three mines mentioned above and is also responsible for the management on these three mines.

However, at the mention of the share certificate for the three coal mines which are allegedly owned by L&L, Mr. Liu told the reporter that the acquisition agreement is not available at the moment. “Since we have initiated legal proceedings, there is no more comment.” What is more, L&L failed to provide convincing supporting documents in all of its previous public responses.

As stated in L&L’s announcement, the acquisition process for LaShu Mine and Luozhou Mine had been completed at the end of 2012. However, as the legal merit of acquisition, the commercial registration cannot support its statement. It was found, at the end of last October, from the Administration of Industry and Commerce, that Union XunDa had been the sole owner of Luozhou Mine before September 2013, however, Union Energy was the sole owner of Union Xunda, rather than L&L or any of its subsidiaries. Moreover, Union Energy holds 90% interest of LaShu Mine, with another 10% held by the natural person Guo Yingquan. In addition, Union Energy is the sole owner of Union Wuzhou which does not hold any stock share of LaShu Mine.

According to the National Credit Information Public Disclosure System opened this March, Luozhou Mine and Weishe Mine are respectively owned by three and two natural persons while LaShu Mine is owned only by Guo Yingquan. In addition, yesterday (April 17), Qi Chen, the vice director of Administration of Industry, Economy, Trade and Energy of Hezhang County told NBD reporters in an interview that in the ownership structure reported by Union Energy, foreign ownership takes a part in WeiShe Mine whereas no foreign shares are found in Luozhou and Lasu Mines. However, he believed that this ownership structure might be a misrepresented and ownership structure has experienced a constant change in the consolidation of the coalmine industry.

The ownership of Yunnan DaPuAn Mine and ShuChong Mine is also in doubt. Based on the registering information provided by official website of the State Administration of Industry and Commerce of Yunnan province, ShuChong Mine is still a single-owner operated company, with Yang Yong being the responsible person for the mine. This fact contradicts to the information disclosed by L&L Energy that this mine is a joint-venture.

It is displayed, in a report called “Above-sized Industrial Enterprises Information of Shizong County” issued on July 31, 2013 by Department of Industry and Information Technology of Shizong County, DaPuAn Mine is a subsidiary of Shizong HunTai Coal Mining Co, Ltd and its profit in 2012 was only 4.9 million RMB. The total profit of the first seven months of 2013 was only 419,000 RMB.

Coal Mine Operational Status Contradicts to Financial Report

Apart from the coal mine ownership, inconsistencies are also found in the coal mine operational status.

It is suggested in 10-K that the total revenue of L&L Energy in fiscal 2013 (From April 30, 2012 to April 30, 2013) amounted to $198 million, within which the total revenue of above-mentioned five coal mines was $75.6896 million. Of the overall 669,500 tons of coal sale, 228,000 tons went to DaPuAn Mine, 131,700 tons to Shuchong Mine and 142,900 tons to Weishe Mine. The output of Luozhou Mine which was purchased on November 18, 1012 was 9.33 tons while the output of LaShu Coal mine was 7.32 tons.

An enquiry on local authority by NBD reporters in October suggested that among 31 coal mines in this county, only 7 mines are still in operation and 13 mines have been called an abort to under policy-related consideration, among which most have an annual production capacity of 90 thousand or 150 thousand. During an on-site investigation on Weishe Mine, a local driver told the reporter coal conveyors were barely seen along this road in recent years and that allowed the road remain in good condition.

Mr. Cai, who became the mine director of Weishe Mine in 2008 and began his work in Union Energy in September 2013, told reporters that under the influence of policy, the project acceptance of Weishe Mine was not completed until this August, before which, the coal output was only 1000 tons per month, with a total number of only 20 thousand because for most time of the year the mine was in the state of idling.

Reporters also conducted an investigation on Luozhou Mine. However, reporters failed to see any coal conveyor along the road to the Mine. Besides, after a landslide near the mine, an emergency road that is not accessible for large coal conveyors is the only passageway to the Mine. The factory seems very quiet and machines are idled.

Mr. Qing, Head of Logistics Department of Luozhou Mine told reporters although Luozhou Mine possesses the operation qualification, the production was halted in September and most workers have left the mine. But Mr. Qing didn’t have anything about the specific reason for production halt.

A responsible person of LaShu Mine named Zhi Zhang told reporter that as a coalmine is still under construction, Lashu Coal mine didn’t start its production until November 2013. Till the beginning of October 2013, the total output was 100 thousand tons, with the daily output of 600 tons. Since the engineering coal is not of high quality, despite the good sales in the market, the sale price is much lower than other coal, being 200-400 yuan per ton.

Mr. Zhang also said that “it is impossible to gain profit because the investment is too high.” It is true that a minimum of 300-500 million RMB is needed in the construction and extension of a coal mine. It is also confirmed by Mr. Liu, the manager from L&L Energy that according to the governmental policy, technical improvement is a must in a 300-thousand-ton coal mine and above. Technical improvement means production halts. And the production scheme must be revised and equipment be renewed after the technical improvement. As for the money invested in the technical improvement, Mr. Liu said it was in accordance with the holding proportion, which means L&L Energy is the major investor.

The Trade Amount Needs Verification

In the recent years’ downturn of the coal industry, many small and medium-sized coalmines had to halt production or decrease production output due to the consolidation within the whole industry.  Their expenditures exceed their income.

Under such conditions, however, according the 10-K report released by L&L Energy, the Company boasted a $45.6628 million revenue derived from the wholesale and distribution of coal during the fiscal year of 2013 and a coal sale of 331,600 tons. It is known by NBD reporters that the leading distribution platform of L&L Energy is Guizhou Daxin L&L Mining Co. Ltd, (hereafter referred to as Daxin L&L.)

In May, 2013, L&L Energy released news through PR Newswire, announcing that the company has signed a 10-month sales contract with Datang International Power Generation Co., Ltd. (“Datang Utility”) to provide thermal coal for its Guangxi HeShan power plant. Last November, L&L Energy renewed its contract with Datang Utility and elevated the coal supply to one million tons per year. From January2013, L&L began to send coal to Datang Utility

If the above-mentioned statements are authentic, then it means nearly all the distribution business of fiscal 2013 must come from the trade contract with Guangxi HeShan power plant. In order to verify this information, NBD reporters conducted an interview with Zhi Xie, the vice manager of Daxin L&L, who made an affirmative disclosure that although Guangxi HeShan power plant is the major client of Daxin L&L, the company has other clients in provinces like Sichuan. During the interview, the staff from Daxin L&L deliberately put a large pile of original sales records from the recent period in a conspicuous place and initiatively presented to our reporter.

However, according to the reporter’s findings, Guangxi HeShan power plant belongs to Datang Guiguan Heshan Power Generation Co. Ltd (hereafter referred to as HeShan Company), a subsidiary of Guangxi Guiguan Electric Power Co Ltd (Guiguan Power). In a related-transaction report published by Guiguan Power last April, it was announced that HeShan Company signed a contract with Datang Electric Power Fuel Co., Ltd (Datang Power), an indirectly held subsidiary of China Datang Corporation (CDT), to purchase 500 thousand tons of thermal coal. The trading amount reached the maximum annual trading volume of 350 million RMB. The thermal coal purchased in this contract occupied 17% of the total expected thermal coal consumption of the whole year.

It is also emphasized in the announcement issued by Guiguan Power that due to high sulfur and low heat value of local coal, the company had no other choice but to add water-shipped coal which has low sulfur and high heat value so as to reduce the fuel cost as well as to meet the discharge standards. It is shown on the official website of State Grid that HeShan Company made 21 adjustments to the thermal coal purchase price and regulations in 2012. In addition, 1.5 million tons of local coal and Guizhou high sulfur coal was admixed during the whole year, with the admix ratio being more than 50% and as much as 60 million RMB fuel cost saved.

From the foregoing information, it can be inferred that the annual one-million-ton coal supply of Daxin L&L takes up 34% of the annual coal consumption of HeShan Company, which means, according to the admixture ratio, that the supply amount of Daxin L&L takes up more than 50% of high sulfur coal consumption. For thermal power plants, who seizes the initiative in fuel gets the upper hand in the “cost reduction and benefits increase” plan. Furthermore, HeShan power plant puts great emphasis on its independence from the suppliers during its cooperation with Datang Power. Then, how Daxin L&L get such a big order becomes another mystery.

Yun Zhang, the Chairman Secretary of Guiguan Power told NBD reporter yesterday that he didn’t know the above-mentioned trade between HeShan and Daxin L&L and that he need to verify this information. But reporters got no reply at the press time.

Former U.S. Politicians Served as L&L Energy Board Directors?

In an attempt to unravel the delicate and complicated trade mystery between L&L energy and Union Energy, NBD reporters made phone calls to Union Energy, expecting to get more information about its connection with L&L Energy. After several failed attempts, the call was answered, but the person claimed to be the agency personnel of industry and commerce. Moreover, during an on-site investigation before, our reporter was declined with the excuse that “our director is not in the office”.

The name Dickson Lee was constantly seen in the series of coal trading and coal mine operations. This person is actually the former chairman and CEO of L&L Energy. It is known that L&L Energy uses another name “U.S Liwei Energy Company” to facilitate its operation in China.

From the official website of the State Administration of Industry and Commerce of Yunnan province, it was also found by NBD reporters that Dickson Lee was the responsible person of several companies that was founded successively during November 2010 to April 2013, including Yunnan L&L Taifung Mining Co., Ltd, the Kunming Branch Office of Yunnan L&L Taifung Mining Co., Ltd, the Kunming Branch Office of Guizhou LeeV Mining Co., Ltd.

Dickson Lee once publicly expressed his anticipation to broaden Atlantic energy maps by combining the existing Guizhou and Yunan mining resources with U.S. clean energy methods and the ability to process pollutants. Guizhou province is regarded as the base in broadening L&L Energy’s global energy map.

An investor from Taiwan, China, who claimed to have contact with Dickson Lee and his company, told the reporter that Lee started his career as an accountant. Therefore he is exceedingly familiar with accounting process. He is also very smart, sophisticated as well as generous to the investors.

On November 16, 2013, Dickson Lee paid a visit to The Institute of Coal Chemistry (ICC) affiliated with the Chinese Academy of Sciences (CAS) and gave a report on the topic of “the Collaborative Projects between ICC and U.S. Shale Gas”.  According to the news released by ICC, Dickson Lee holds a CPA license and once served as the judge for the insider trading of Hong Kong Special Administrative Region of the People’s Republic of China, dealing with the lawsuit cases of the cheating committed in the listed Hong Kong companies.

The names of many former U.S high officials and politicians are seen in the list of L&L Energy’s high-level executives. Some of them are Clayton Fong, Deputy Assistant for Public Liaison 1992-1993 & Deputy Associate Director of Presidential Personnel; Norman Y. Mineta, Vice Board of Director, formerly served in President George W. Bush‘s Cabinet as the United States Secretary of Transportation and also served as President Bill Clinton‘s Secretary of Commerce; Edmund Moy, the consultant and former board member, served in the George W. Bush administration as Special Assistant to the President for Presidential Personnel and the 38th Director of the United States Mint.

Many of its high-level executives have close connections with China. For example, Joe Borich, Independent Board Chairman of L&L Energy, has closely involved in China as early as when he served the US President of Richard Nixon. He was formerly American Consul General at Shanghai of Peoples’ Republic of China from 1994 to 1997.

L&L Was Shorted by A Research Institute in The U.S.

In September, 2013, L&L Energy was shorted by a research institute in the United States. In the whistleblower report released by this institute, GeoInvesting, it claimed that that L&L’s numerous acquisitions and divestitures in the last few years have amounted to a “bait and switch shell game.” L&L exercised control over a large amount of assets through a series of swapping trades that actually have never taken place and also through the exchange of assets that it has never owned.

Instead of initially refuting the central allegation after being shorted, L&L tried every method to boost the stock price by increasing shares held by senior executives, replacing wages with stock options, hiring consultants, and issuing an evaluation report.

L&L claimed, after being shorted on September 19, 2013, that they immediately formed an independent investigation committee. On October 2, L&L hired Wuqing Wang, partner of Weiming Fund Management Company, Ltd, as the Company’s strategic consultant in the Clean Energy Program. According to the public document, the major business of Wang’s company includes Modern Agriculture Fund, Read Estate Fund, Private Equity and financial consultation.

Dickson Lee made no clarification or any response after the short seller report was released. NBD reporters tried to contact his personal assistant but got no reply.

On October 10, 2013, L&L’ published a report made by SEE [SeeThruEquity], an independent asset investigation company, claiming that their stock price was undervalued and they were filing for a declaration of its assets. Five days later, L&L announced its cooperation with Wanyuan Environment Protection Group which is mainly engaged in sewage treatment.

Despite the fact that L&L Energy did publish a report to refute Geo’s allegations, the NASDAQ stock exchange halted trading in L&L Energy shares on November 18, 2013 because it failed to provide the “extra information” requested by NASDAQ.

On November 27, 2013,Mohan Datwani tendered his resignation from his position as the chairman of both the Audit and Special Independent Committees of L&L, claiming “the company didn’t keep me informed on the degree and extent of ongoing government and regulatory investigations. Second … did not provided adequate financial support to complete the committee’s work, especially in connection with hiring independent, qualified forensic accountant.”

L&L Energy “respectfully disagrees” with Datwani and notes that no other board members have “expressed dissatisfaction with the Company’s disclosures.” As to the second concern, it states that “none of the current board members agree with Mr. Datwani’s opinion” and that “no funding requests have been denied by the company.

After SEC and the American Ministry of Justice filed a lawsuit against Dickson Lee, this international financial mystery is being disclosed.

List of findings on the NBD reporters’ investigations：

1. The shares of Weishe Mine is currently held by two natural persons. With an annual output of merely 20 thousand tons, only a limited amount of engineering coal was produced before August, 2013.
2. The shares of Luozhou Mine is currently held by three natural persons. The Mine was idled in 2013.
3. Guo Yingquan is the sole investor of the Lasu Mine, which didn’t start its production until November, 2013.
4. Customers of DaXin L&L are very limited. Therefore the alleged trading amount is doubtful.
5. Hong Xing Coal Washing Facility was shut down two years ago. Therefore, based on verification from tax authorities, the claimed profit could be falsified. Notably, L&L Taifung Mining Co., Ltd was once cited for a violation by the local government. According to the document provided by the Department of Industry and Information Technology of Shizong County, the DaPuAn Mine is a subsidiary of HunTai Mining Co, Ltd, with a 4.9 million RMB profit in 2012 and 419,000 RMB profit from January to July of 2013. Serious capital shortage is hitting this company.

L&L Energy’s Chinese Executive: The Charge against Dickson Lee Is Unrelated to Our Company

It was announced in a report issued by L&L Energy, Inc. (“L&L Energy” or the “Company”) on April 14 that L&L Energy was ready to be voluntarily delisted from NASDAQ. In the meantime, Dickson Lee, the founder of L&L Energy has already resigned from the positions of both Board Chairman & CEO and was sued in the United States.

Yesterday (April 17), the NBD reporter made another phone call to Jianling Cao, the vice manager of Kunming office of Yunnan L&L Taifung Mining Co., Ltd. (hereafter referred to as L&L Taifung), an L&L Energy subsidiary in Yunnan Province. She confirmed the delisting of L&L Energy and declared that the charge against Dickson Lee “is a personal matter that has nothing to do with the Company.” Cao also told the reporter that Kunming office of L&L Taifung had already been moved to Qujing City in Yunnan Province and was in normal operation. However “the company is going through transformation and there’s not much business in the coal industry.”

On October 22, 2013, a NBD reporter paid the first visit to the Kunming office of L&L Energy but the interview request was refused by a front-desk clerk. However, shortly after the reporter left the office, a self-proclaimed vice manager of Kunming office of Yunnan L&L Taifung made a phone call to the reporter with whom she hoped to arrange an appointment.  This person was Jianling Cao.

Notably, on the official website of L&L Energy, Jianling Cao is described as “possessing more than 30 years’ experience in the operation, rules, shipment and credit trading of international trade.” As one of L&L Energy’s executives in China who boasts an overseas background, Ms. Cao was once the general manager of an energy company in Australia.

October 23, 2013, the NBD reporter arranged a meeting with Cao in a café in Kunming. During the conversation, she told the reporter that L&L Energy would initiate legal proceedings in the Chinese court against GeoInvesting for committing libel and would, in the meantime, provide a point-by-point rebuttal to all the allegations made by GeoInvesting, which was to be presented to NASDAQ. Nevertheless, many contradictions were found between this conversation and the announcement previously published by L&L Energy.

Yesterday, when NBD reporters tried to re-confirm the information released by L&L Energy, Cao said that the Company actually didn’t initiate any legal proceedings.

Listed below is the conversation between the NBD reporter (hereafter abbreviated as NBD) and Jianling Cao on October 23, 2013.

“Geo is playing hard.”

NBD: What is L&L Energy’s attitude towards the shorting report released by Geo?

Jianling Cao: Many so called “facts” uncovered by Geo are actually not real. They are putting us on the spot by uncovering information that is unverified with us. The self-alleged investigators from Geo never show up and the license plate of the car driven by the investigators is also problematic. Another abnormal phenomenon is that the legal person of Seekingalpha, the website that helped Geo to publish the short seller report has as many as ten used names.  They are playing hard, just like flies looking for the opening. After the short seller report was released, the stock price fell dramatically and the stockholders are being cheated. They are putting us in great jeopardy.”

NBD: Is that Geo has reached out to L&L Energy?

Jianling Cao: Yes, it does. It has made contact with our headquarter in the U.S. And back in China, we will file a lawsuit against Geo for defamation and at the same time, will submit documents to NASDAQ to refute all the accusations made by Geo. As a matter of fact, I have reviewed all the evidence provided by Geo and I have to admit that they are very superficial. They have no idea about China and about Chinese policies.

NBD: To which step of the lawsuit proceeding?

Jianling Cao: Lawyers are currently arranging documents and we’ll let all the materials to be submitted to the court go public because we are not afraid of them. But now it is really not convenient to disclose specific information since we are in the middle of collecting and submitting materials. You’ll also soon know the attitude of NASDAQ towards L&L Energy. And we hired independent board chairman for this incident. You see, this event has largely increased our workload.

NBD: Why does the public fail to receive any response from Mr. Lee, the board chairman?

Jianling Cao: As an enterprise, we need to move forward and have new development because the golden age of coal mining is no longer with us, both in U.S and China. Therefore Mr. Lee needs to put more time and efforts in the market expansion and business extension, especially in green and clean energy. We need to make a prudent and circumspect response instead of a simple one, which means that we need to collect more information, as detailed as possible and get approval by the board. And my own personal response can’t represent the attitude of the whole company either. So please wait for the complete and comprehensive response made by the Company.

“It’s not as simple as ‘1+1=2’”

NBD: Are many of Geo’s accusations related to the coalmines’ ownership?

Jianling Cao: In reality, many investors of coal mines in China choose not to be the real legal person of their own company because of many unexpected hazardous situations like gas explosion. So what these companies do, including DaPuAn Mine, is to hire a legal person when they need to avoid any risk. In this case, the hired legal person is not the real owner of the coal mine. Self-owned companies have a very complicated transfer system that involves many documents and assessments. So they have to pursue other ways of cooperation. Take DaPuAn Mine for instance, Mr. Laozhong Yang is the legal person, but there is a contract for it in which the percentage of the shares held by him is stipulated. Therefore, the thing is not as simple as ‘1+1=2’, especially for the coal mining enterprises. There are a lot of things that cannot be explained in one word or two. We’ll have them fully explained in the documents to be handed in to NASDAQ.

NBD: When was Hong Xing Coal Washing Facility shut down? Who was the legal person? Still Liu Bin?

Jianling Cao：Hong Xing Coal Washing Facility was idled this year (2013) but we will soon re-open it. Its technique is quite backwards so we will renew the facility after experts’ assessment one or two days later. It’s expected to be re-opened this year. The pro forma legal person of Hong Xing is Liu Bin. We have notarization, we have his finger print on it, we have the authorization and we have the testimony from the lawyer.

“That might be a mistake in translation”

NBD: Hong Xing did not pay tax since 2012?

Jianling Cao: We’ll have it clarified in the lawsuit.

NBD: Is that true that in the statement published by L&L Energy a coal washing facility was mentioned?

Jianling Cao: No, it is not true. That coal washing facility belongs to L&L Taifung and we authorized them to work for us. That’s normal.

NBD: Then is there anything to do with HunTai?

Jianling Cao: HunTai is owned by Laozhong Yang and we have business cooperation with this company. We’ll submit the agreement to the judicial authority, which actually had gone public on-line to the shareholders.

NBD: Does TaiFung have coal washing facilities?

Jianling Cao: We haven’t mentioned it before. In terms of the sale revenue, Hong Xing occupies 20% and TaiFung 19%.

NBD: But it was indeed mentioned in the statement that “the coal washing business goes to Hong Xing and TaiFung.”

Jianling Cao: That might be a mistake in the translation. TaiFung is a trade company and the sales proportion does not take up as much as 19%. I need to further verify the details.

NBD: L&L TaiFung has been idled for quite a long time.

Jianling Cao: L&L TaiFung is a trade company and it’s not mainly engaged in coal washing and coal mining.  Due to many of their entrusted businesses, the workplace of L&L TaiFung and HunTai has become one. But the focus of L&L TaiFung in the future years will be put on Qujing City of Yunnan province, including many counties like Shizong and Luoping.

NBD: Actually we have made attempts to contact your company and even made phone calls to the Beijing Office, but a Ms. Zhang told us she didn’t know anything about the incident.

Jianling Cao: After the incident occurred, everyone was assigned to different tasks. So chances are that this Ms. Zhang was really not clear about the things you asked and she couldn’t give you any answers.

The original article found on National Business Daily’s website is shown below.

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http://www.nbd.com.cn 2014-04-18 01:14