China Energy Resources Corporation Announces Delisting of Shares From the American Stock Exchange and Termination of the Stock Purchase Agreement.GAITHERSBURG, Md.--(BUSINESS WIRE)--Sept. 17, 1999-- China Energy Resources Corporation (the "Company") (AMEX AMEX See: American Stock Exchange :CHG CHG Change CHG Charge CHG Changed CHG Chlorhexidine Gluconate (aka chloraprep) CHG Centre Hospitalier Général (French: general hospital) CHG Come Holy Ghost (Catholicism) ) announced today that the American Stock Exchange American Stock Exchange (AMEX) Stock exchange in the U.S. Originally known as “the Curb,” it began as an outdoor marketplace in New York City c. 1850. It moved indoors to its present location in the Wall Street area in 1921. ("AMEX") has determined to delist delist To drop a security from trading on an organized exchange. Delisting may occur for a number of reasons including failure to meet an exchange's standards or placement of a new listing on another exchange. Compare list. the Company's common stock, par value $.01 per share (the "Common Stock"), from listing and registration on the Exchange. As previously disclosed, the Company has failed to meet the AMEX's listing requirements Listing requirements Requirements, including minimum shares outstanding, market value, and income, that are laid down by an exchange for any stock to be listed for trading. for some time. The Company does not intend to appeal the decision of the AMEX. The Company has experienced ongoing problems with its subsidiary, Qitaihe City Coal Factory ("QCCF"). During the third quarter of 1998, it came to the attention of the Company that QCCF was operating independently from the Company and Mishan Hua Xing Coke Limited ("MHXC"), the Sino-foreign equity joint venture company organized in The People's Republic People's Republic n. A political organization founded and controlled by a national Communist party. of China (the "PRC") which owns and operates the Company's production factories. QCCF refused to comply with financial and business reporting protocols and asserted that its operations were under the direction and control of the local government in the PRC rather than the Company. Management of the Company began discussions with QCCF and local government officials in an effort to fashion long-term solutions to the operational and management issues and negotiate the repayment terms of between $3 million and $4 million in debt owed to its operating subsidiary An operating subsidiary is a business term frequently used within the United States railroad industry. In the case of a railroad, it refers to a company that is a subsidiary but operates with its own identity and rolling stock. , CCM CCM Contemporary Christian Music CCM Critical Care Medicine CCM County College of Morris (New Jersey) CCM Chama Cha Mapinduzi (political party, Tanzania) CCM CORBA Component Model . Management of the Company was unsuccessful in negotiating any long-term solutions to the operational and management issues with QCCF or the repayment terms of the $3-4 million debt. Management of the Company believes that the Company cannot continue as a going concern absent the resolution of the issues with QCCF. The Company also announced that America Orient o·ri·ent v. 1. To locate or place in a particular relation to the points of the compass. 2. To align or position with respect to a point or system of reference. 3. Group, Inc., a Maryland corporation ("AOG AOG Assemblies Of God AOG Aircraft On Ground AOG Association of Graduates AOG Act of God (insurance) AOG Gasoline Tanker AOG Army of God (militant anti-abortion group) AOG Air Operations Group "), has notified the Company that it has terminated the Stock Purchase Agreement, dated December 3, 1998 (the "Stock Purchase Agreement"), by and between the Company and AOG. The Company had agreed pursuant to the terms of the Stock purchase Agreement to sell to AOG 5,000,000 shares of the Common Stock, and a warrant to purchase 5,000,000 shares of Common Stock for US$1,000,000. The Company also announced that Orient Finance Co., a subsidiary of the Orient Group and an affiliate of AOG, has terminated the loan and guarantee agreement with the Company (the "Loan Agreement"). Orient Finance had agreed to make a $2.0 million three-year term loan to the Company. The Company also announced that the definitive agreement (the "Jinzhou Agreement") with Jinzhou Harbor (Group) Co. Ltd., a majority owned subsidiary of the Orient Group and affiliate of AOG ("JHG JHG Julie Heller Gallery (Provincetown, MA) "), to form Jinzhou Port Coal Terminal Co. Ltd. (the "Jinzhou Terminal") has also been terminated. Under the amended Jinzhou Agreement, the Company's subsidiary, CCM was to invest approximately $7.4 million for a 49% interest in the Jinzhou Terminal. The Company had expected to finance the $7.4 million investment by AOG's exercise of its warrant to purchase 5,000,000 shares of Common Stock pursuant to the Stock Purchase Agreement and other purchases of Common Stock by AOG or its affiliates. The Company is currently evaluating whether there are any viable alternatives for the Company to continue as a going concern. The Company is a holding company which is the sole shareholder of China Coal Mining (B.V.I.) Co. Ltd. ("CCM"), a coal refining company in the PRC. The Statements in this press release that are not historical facts constitute "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " that involve risks, uncertainties and other facts which may cause results to be materially different from those set forth in the forward-looking statements. Such factors include but are not limited to, the following general economic and business conditions; competition; the ability to implement and the effectiveness of business strategy and development plans; quality of management; business abilities and judgment of personnel; availability of qualified personnel; labor and employee benefit costs; and availability and cost of raw materials and supplies. China Energy resources Corporation will not undertake and specifically declines any obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. Parties receiving this release are encouraged to review all filings made by the Company with the Securities and Exchange Commission. |
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