Sino Clean Energy 13D Filing Group sends a Letter to the Board of Directors

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Nov 04, 2013, 04:18 ET

XI'AN, China, Nov. 4, 2013 /PRNewswire/ -- As reported earlier, Alain Peracca as the elected representative of the group of investors who filed with the SEC a Schedule 13D for Sino Clean Energy (SCEI.OB) sent a letter on October 23 to the Board of Directors announcing the filing of the petition in Nevada Court on October 22, 2013 requesting the Company to call an overdue Regular Annual Shareholders Meeting to elect the Directors and also asking them to provide specific and detailed answers prior to the Meeting to the 5 questions the Schedule 13D filing Group had asked in several prior letters and to which the Company had not provided satisfactory answers. Mr. Peracca's latest letter of October 23 also asked the Board of Directors to notify all shareholders about a new nominee for an independent director position to represent the minority shareholders and to consider terminating Mr Ren as Chairman and CEO in the absence of a credible plan to restore and to maximize shareholder value for all shareholders. Given the lack of response by the Board of Directors to this latest letter by the requested response deadline, the Schedule 13D filing Group decided to make the content of this latest letter public.

Extracts from the October 23, 2013 letter to the Board of Directors of Sino Clean Energy:

We have decided to join an initiative by other shareholders to file a petition in Nevada Business Court as allowed under Nevada Statute (NRS) 78.345 to compel the Company to call a Regular Annual Shareholders Meeting. We note that the Company has not held such Regular Annual Shareholders Meeting since November 2011 and, as such, is in clear violation of NRS 78.345. We would like to inform you that, as of this writing, this shareholders' initiative has received the support of well more than the 15% of total Company shares outstanding required to file this petition and that, as of today, such a petition was filed in Nevada Court.

Upon achieving a positive outcome from the petition to the Nevada Court, we have a number of shareholders who have informed us they will attend the Regular Annual Shareholders Meeting in person. I do expect you to welcome them and to answer their questions thoroughly and thoughtfully.

We expect you to make all shareholders aware of one new nominee we propose for a Board of Directors seat. This nominee is an experienced business professional who is fluent in Mandarin, is fully trusted by our shareholders Group, and will represent independently all Company shareholders as proper steward and fiduciary.

We also request Mr Ren to present publicly to all shareholders before or at the required Regular Annual Shareholders Meeting his plan to restore and to maximize value for all shareholders in short order. During the last three years and under his leadership, Management destroyed 98% of its shareholder value as the equity market value of the Company plunged from over $160 million to a current $4 million. This simply is an unacceptable performance for the Chairman of the Board and CEO. In the absence of Mr. Ren presenting a credible plan to restore and maximize value for all shareholders, the shareholders who are part of the Schedule 13D filing Group that I represent request the Board to terminate Mr Ren's employment with the Company immediately owing to this totally unacceptable performance. The only way we would support keeping Mr. Ren in his current position would be if he were to: (1) resume transparent and extensive communications about the operations and finances of the Company with all shareholders which at a minimum would answer thoroughly all our questions in Exhibit 1; (2) present publicly and in very short order his plan for restoring and maximizing value for all shareholders; and (3) make strong, consistent, and measureable progress on his plan for restoring and maximizing value for all shareholders .

Here are the 5 Questions:

When do you expect to become current on the Company's Nevada Business License which lapsed at the end of 2012?
When do you plan to inform officially all shareholders publicly of the outcome of your class action lawsuit that settled for $2.0 million on July 10, 2013?
When do you expect to provide all shareholders in a broadly-disseminated manner with a detailed update on the Company's business operations and activities and unaudited financial statements for 2012 and the first two quarters of 2013? Not being able to file an audited 2012 Form 10-K because of the Dongguan matter clearly does not preclude Management from providing this kind of information, as other U.S.-listed Chinese companies in a similar situation are still sharing such information with their shareholders even if they have not been able to file their 2012 Form 10-K as well.
When do you expect to hold during 2013 the now long-overdue regular Annual Shareholders' Meeting? The last such meeting was held in November 2011 and the Company now is in violation of the applicable Nevada statute which requires such regular Annual Shareholders' Meeting and release of updated operating and financial results to occur at least every 18 months.
Could you update us on your current expectation as to when the third- party investigation on the Dongguan facility will be completed and when you will be able to file your 2012 Form 10-K and 2013 Forms 10-Q as required by the SEC? The Dongguan investigation started in May 2012 and we are now well over a year into it.