GUSHAN ENVIRONMENTAL (NYSE:GU)

NEW YORK, Oct. 17, 2012 /PRNewswire/ -- Gushan Environmental Energy Limited ("Gushan" or the "Company"; NYSE: GU), a manufacturer of copper products and a producer of biodiesel inChina, announced today the completion of the merger contemplated by the previously announced agreement and plan of merger dated June 4, 2012, as amended on September 13, 2012 (the "Amended Merger Agreement"), among Trillion Energy Holdings Limited ("Parent"), a British Virgin Islands business company limited by shares, Trillion Energy Investments Holdings Limited, aCayman Islands exempted company wholly-owned by Parent ("Merger Sub"), Mr. Jianqiu Yu, the Company's Chairman and Principal Executive Officer (the "Buyer") and the Company. As a result of the merger, the Company became a wholly owned subsidiary of Parent.

Under the terms of the Amended Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting of shareholders held on October 15, 2012, each ordinary share of the Company ("Share") issued and outstanding immediately prior to the effective time of the merger, other than (i) Shares beneficially owned by the Buyer, and (ii) Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their appraisal rights under the Companies Law Cap. 22 (Law 3 of 1961) as amended and revised of theCayman Islands (the "Dissenting Shares"), has been cancelled in exchange for the right to receive US$0.165 per Share and each American depositary share ("ADS"), each representing 10 Shares, represents the right to receive US$1.65 per ADS (less US$0.05 per ADS cancellation fees), in each case, in cash without interest and net of any applicable withholding taxes.

Registered holders of Shares and ADSs represented by share or ADS certificates, other than the Dissenting Shares, will receive a letter of transmittal and instructions on how to surrender their certificates in exchange for the merger consideration and should wait to receive the letter of transmittal before surrendering their certificates. Payment will be made to surrendering registered ADS holders and holders of ADSs in un-certificated form as soon as practicable after The Bank of New York Mellon, the Company's depositary, receives the merger consideration. For any questions relating to the surrender and payment procedures, holders of Shares may contact the Company at +852 2587 7212 and holders of ADSs may contact The Bank of New York Mellon toll free at +1 866 300 4353 (or +1 201 680 6921 outside of the United States).

The Company also announced today that it requested that trading of its ADSs on the New York Stock Exchange ("NYSE") be suspended. The Company requested the NYSE to file a Form 25 with the Securities and Exchange Commission (the "SEC") notifying the SEC of the delisting of the ADSs on the NYSE and the deregistration of the Company's registered securities. The Company intends to terminate its reporting obligations under the Securities Exchange Act of 1934, as amended, by promptly filing a Form 15 with the SEC. The Company's obligations to file or furnish with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.

NEW YORK, Oct. 15, 2012 /PRNewswire/ -- Gushan Environmental Energy Limited ("Gushan" or the "Company"; NYSE: GU), a manufacturer of copper products and a producer of biodiesel inChina, announced today that, at an extraordinary general meeting of shareholders held today (the "EGM"), the Company's shareholders voted in favor of the proposal to approve and adopt the previously announced agreement and plan of merger dated June 4, 2012, as amended on September 13, 2012 (the "Amended Merger Agreement"), among Trillion Energy Holdings Limited ("Parent"), a British Virgin Islands business company limited by shares, Trillion Energy Investments Holdings Limited, a Cayman Islands exempted company wholly-owned by Parent ("Merger Sub"), Mr. Jianqiu Yu, the Company's Chairman and Principal Executive Officer and the Company, pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and a wholly-owned subsidiary of Parent. Approximately 72.26% of the Company's total outstanding ordinary shares voted in person or by proxy at the EGM. Of the ordinary shares voted in person or by proxy at the EGM, approximately 90.02% were voted in favor of the proposal to approve and adopt the Amended Merger Agreement and the transactions contemplated by the Amended Merger Agreement and approximately 90.01% were voted in favor of the proposal to authorize the directors of the Company to do all things necessary to give effect to the Amended Merger Agreement. In addition, the proposal to approve and adopt the Amended Merger Agreement was also approved by approximately 72.85% of the unaffiliated ordinary shares voted in person or by proxy at the EGM, satisfying the "majority of the minority" voting requirement set forth in the Amended Merger Agreement.

The parties expect to complete the merger as soon as practicable, subject to the satisfaction or waiver of the conditions set forth in the Amended Merger Agreement. If completed, the merger would result in the Company becoming a privately held company wholly-owned by Parent and the Company's American depositary shares would no longer be listed on the New York Stock Exchange.

New York, September 13, 2012 – Gushan Environmental Energy Limited (“Gushan” or the “Company”; NYSE: GU), a manufacturer of copper products and a producer of biodiesel in China, today announced that it has entered into an amendment (the “Amendment”) to its previously announced agreement and plan of merger (the “Merger Agreement” and as amended, the “Amended Merger Agreement”) with Trillion Energy Holdings Limited (the “Parent”), a British Virgin Islands business company limited by shares, Trillion Energy Investments Holdings Limited (“Merger Sub”), a Cayman Islands exempted company wholly-owned by Parent, and Mr. Jianqiu Yu, the Company’s Chairman and Principal Executive Officer (the “Buyer”). Parent is wholly-owned by the Buyer. The Buyer beneficially owns approximately 34.8% of the Company’s issued and outstanding ordinary shares and intends to finance the merger and the other transactions contemplated by the Amended Merger Agreement (the “Merger”) with his own funds.

Pursuant to the Amendment, the consideration payable to ordinary shareholders is increased from US$0.162 to US$0.165 per ordinary share (or US$1.62 to US$1.65 per American Depositary Share (“ADS”)), in cash without interest (the “Revised Merger Consideration”). The Revised Merger Consideration represents a 34.15% premium over the closing price as quoted by Bloomberg L.P. on February 23, 2012 and a 28.11% over the 30-trading day volume weighted average price as quoted by Bloomberg L.P. on February 23, 2012, the last trading day prior to the Company’s announcement on February 24, 2012 that it had received a “going private” proposal.

In addition, the Amendment revises the required shareholder vote at the upcoming extraordinary general meeting of the Company’s shareholders for the approval and adoption of the Amended Merger Agreement, and the Merger (the “Revised Requisite Company Vote”). Under the Revised Requisite Company Vote, the Amended Merger Agreement and the Merger, require an affirmative vote of both (i) shareholders representing two-thirds or more of the ordinary shares present and voting in person or by proxy as a single class and (ii) shareholders representing a majority of the ordinary shares present and voting in person or by proxy as a single class, excluding those shares beneficially owned by the Buyer and those shares voted at the direction of the Company.

The Company’s Board of Directors, acting upon the unanimous recommendation of the Special Committee formed by the Board of Directors, has approved the Amendment, the Amended Merger Agreement and the Merger, and resolved to recommend that shareholders and ADS holders of the Company vote to approve and adopt the Amended Merger Agreement and the Merger.

The Company proposes that the chairman of the extraordinary general meeting of the Company’s shareholders, which is scheduled for September 20, 2012, adjourn such meeting to October 15, 2012 in order to provide shareholders and ADS holders with additional time to consider the changes to the Merger effected by the Amendment, including the Revised Merger Consideration and the Revised Requisite Company Vote, and to review updated proxy materials, which the Company expects to send to shareholders promptly. Notice of any such adjournment will be given in accordance with the Articles of Association of the Company.

The record date for the extraordinary general meeting has not changed. ADS holders of record as of August 10, 2012 and shareholders of record as of September 6, 2012 remain entitled to vote at the extraordinary general meeting. Shareholders who have previously submitted their proxy, and who do not want to change their vote, need not take any action. Shareholders who have previously submitted their proxy and who want to change their vote should follow the instructions that will be included in the updated proxy materials to be mailed to holders of ordinary shares and ADSs. Shareholder with questions about the Merger or how to vote their shares (or how to change a prior vote of their shares) should call the Company’s proxy solicitor, MacKenzie Partners, Inc. at (212) 929-5500 or toll free at (800) 322-2885.

The Merger is currently expected to close in the fourth quarter of 2012, subject to the Revised Requisite Company Vote being obtained and the satisfaction of certain other customary closing conditions.

NEW YORK, June 4, 2012 /PRNewswire/ -- Gushan Environmental Energy Limited ("Gushan" or the "Company"; NYSE: GU), a manufacturer of copper products and a producer of biodiesel in China, today announced that it has entered into an agreement and plan of merger (the "Merger Agreement") with Trillion Energy Holdings Limited ("Parent"), a British Virgin Islands business company limited by shares, Trillion Energy Investments Holdings Limited ("Merger Sub"), a Cayman Islands exempted company wholly-owned by Parent, and Mr. Jianqiu Yu, the Company's Chairman and Principal Executive Officer (the "Buyer"). Parent is wholly-owned by the Buyer. The Buyer beneficially owns approximately 34.8% of the Company's issued and outstanding ordinary shares and intends to finance the merger and the other transactions contemplated by the Merger Agreement (the "Merger") with his own funds.

Pursuant to the Merger Agreement, (i) upon the terms and subject to the conditions set forth therein, at the effective time of the Merger, Merger Sub will be merged with and into the Company with the Company surviving the Merger and the Company will become a wholly-owned subsidiary of Parent, and (ii) each ordinary share of the Company (including ordinary shares represented by American Depositary Shares ("ADSs"), each of which represents 10 ordinary shares) issued and outstanding immediately prior to the effective time of the Merger will be cancelled in exchange for the right to receive US$0.162 (or US$1.62 per ADS) in cash without interest, except for the ordinary shares (including ordinary shares represented by ADSs) (x) beneficially owned by the Buyer, which will be cancelled without receiving any consideration, and (y) owned by holders of such ordinary shares who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Section 238 of the Cayman Islands Companies Law, as amended. This represents a 31.71% premium over the closing price as quoted by Bloomberg L.P. on February 23, 2012 and a 25.78% over the 30-trading day volume weighted average price as quoted by Bloomberg L.P. on February 23, 2012, the last trading day prior to the Company's announcement on February 24, 2012 that it had received a "going private" proposal.

The Company's Board of Directors, acting upon the unanimous recommendation of the Special Committee formed by the Board of Directors, approved the Merger Agreement and the Merger and resolved to recommend that the Company's shareholders vote to approve and adopt the Merger Agreement and the Merger. The Special Committee, which is composed solely of directors unrelated to Parent, Merger Sub or any of the management members of the Company, negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.

The Merger, which is currently expected to close before the end of the third quarter of 2012, is subject to the approval at a meeting of the Company's shareholders, which will be convened to consider the approval and adoption of the Merger Agreement and the Merger, by an affirmative vote of both (i) shareholders representing two-thirds or more of the ordinary shares present and voting in person or by proxy, including those shares beneficially owned by the Buyer and those shares voted at the direction of the Company and (ii) shareholders representing a majority of the total issued and outstanding ordinary shares, excluding those shares beneficially owned by the Buyer and those shares voted at the direction of the Company, as well as certain other customary closing conditions. The Buyer has agreed to vote all of his shares to approve and adopt the Merger Agreement and the Merger. If completed, the Merger will result in the Company becoming a privately-held company and its ADSs would no longer be listed on the New York Stock Exchange.

PiperJaffray is serving as financial advisor to the Special Committee. Akin Gump Strauss Hauer & Feld LLP is serving as United States legal advisor to the Special Committee and Walkers is serving as Cayman Islands legal advisor to the Special Committee. Sidley Austin LLP is serving as United States legal advisor to the Company and to the Buyer. Conyers Dill &Pearman is serving as Cayman Islands legal advisor to the Company.

Source: PR Newswire (http://s.tt/1djGG)

NEW YORK, Feb. 24, 2012 /PRNewswire/ -- Gushan Environmental Energy Limited ("Gushan" or the "Company"; NYSE: GU), a leading producer of biodiesel and manufacturer of recycled copper products in China, today announced that its Board of Directors has received a preliminary non-binding proposal letter dated February 24, 2012, from Mr. Jianqiu Yu, Chairman and Principal Executive Officer of Gushan, to acquire all of the outstanding ordinary shares of the Company not currently owned, legally or beneficially, by Mr. Jianqiu Yu (the "Buyer"), for US$1.599 per American Depositary Share ("ADS") or US$0.1599 per ordinary share in cash.  As of the date hereof, the Buyer controlled approximately 34.8% of the outstanding shares of the Company.  

According to the proposal letter, the Buyer will form a transaction vehicle for the purpose of pursuing the proposed transaction and will finance the proposed transaction with his own funds, possibly supplemented by debt financing.  The proposal letter also states that Sidley Austin LLP has been engaged by the Buyer as legal counsel in connection with the proposed transaction. A copy of the proposal letter is attached hereto as Exhibit A.  

The Company's Board of Directors has formed a special committee of independent directors (the "Special Committee") consisting of Messrs. Denny Ting Bun Lee, Kang Nam Chu and Dongming Zhang to consider the proposed transaction. The Special Committee intends to retain advisors, including an independent financial advisor and legal counsel, to assist it in its work. No decisions have been made by the Special Committee with respect to the Company's response to the proposed transaction. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.  

Second Quarter 2011 Results

• Total revenues increased by 443.0% year-to-year and by 32.0% quarter-on-quarter to RMB327.1 million (US$50.6 million).
• Non-GAAP net loss attributable to the Company amounted to RMB21.9 million (US$3.4 million), compared to a non-GAAP net loss attributable to the Company of RMB57.8 million for the second quarter of 2010 and a non-GAAP net loss attributable to the Company of RMB20.9 million for the first quarter of 2011.
• Non-GAAP loss per share for second quarter 2011 was ($.24) vs ($1.00) in 2010

"Strong revenue growth in the second quarter of 2011 was driven by Gushan's diversification into the recycled copper products business with the acquisition of Mianyang Jin Xin Copper Company Limited in late 2010," said Jianqiu Yu, Chairman and Principal Executive Officer of Gushan, " We are continuing to grow our recycled copper products business, most recently through the acquisition of a controlling interest in recycled copper producer Hunan Yin Lian Xiangbei Copper Company Limited in August 2011. In relation to our biodiesel business, inflation in raw material costs remains a significant challenge and we are continuing to seek ways to control raw material costs and to restore our biodiesel business to profitability." 

Business Outlook for Fiscal Year 2011

During the second quarter of 2011, the Company's average biodiesel selling prices continued to improve over the previous quarter as demand for diesel in China continued its recovery in conjunction with the economic recovery in China and globally. Going forward, the Company expects this trend to continue so long as the global economy and China's economy continue to improve. However, inflationary pressures in China continue to be high, which continues to adversely affect the Company's raw material input costs, which are increasing at a rate higher than the rate of increase in the Company's average biodiesel selling prices. As a result, the production and sale of biodiesel in the current business environment is not profitable for the Company. In order to minimize the financial burden on the Company as a whole, the Company will evaluate the appropriateness of continuing, commencing or resuming production of biodiesel at each of its biodiesel plants and will continue, commence or resume production only if the biodiesel plant is able to operate on a positive cash flow basis. The Company does not expect each of its biodiesel plants to be able to operate, achieve and maintain positive cash flows given the current trend of raw material input costs increasing at a higher rate than average biodiesel selling prices. While the Company continues with its efforts to control its raw material input costs, it is expected that the production and sales volume of biodiesel will continue to be low in the near term until positive results are achieved from the Company's efforts in controlling raw material input costs. Meanwhile, the Company's recycled copper products business continued to contribute positively to the Company's overall financial performance and this trend is expected to continue. The Company believes that the recently completed acquisition of Xiangbei will also provide additional positive contribution. The Company continues to explore the possibility of acquiring more businesses in the recycled copper products industry that will complement its existing businesses and strengthen its overall recycled copper products business portfolio.

NEW YORK, July 28, 2011 /PRNewswire/ -- Gushan Environmental Energy Limited ("Gushan" or the "Company"; NYSE: GU), a leading producer of biodiesel in China, today announced that it has entered into definitive agreements (the "Agreements") to acquire a controlling interest in Hunan Yin Lian Xiangbei Copper Company Limited ("Xiangbei"), a PRC-based company that is currently engaged in the recycled copper business, through a series of transactions ("Transactions") in exchange for (i) RMB30,000,000 in cash, (ii) up to 20,000,000 newly issued ordinary shares of the Company, and (iii) up to a 14.17% interest in Engen Investments Limited ("Engen"), a direct, 75%-owned British Virgin Islands ("BVI") subsidiary of Gushan, subject to adjustment pursuant to an earn-out arrangement. The closing of each of the Transactions is subject to the satisfaction of, among others, customary closing conditions, including obtaining approvals from relevant PRC governmental authorities.  Full Release

In 2008, 2009 and 2010, our capital expenditures were RMB698.9 million, RMB365.4 million and RMB170.4 million (US$25.8 million). Our capital expenditures in the table below are cash outflows for the purchase of long-lived assets and land use rights, for the expansion of our production facilities. In 2008, 2009 and 2010, we funded our capital expenditures primarily through cash flows from operating activities and proceeds from the issuance of ordinary shares. We intend to fund our future capital expenditures through cash flows from operations.

We currently estimate our aggregate capital expenditures, on a cash basis, to be approximately RMB52 million for the fiscal year of 2011, which will be used primarily for construction of our new production facility in Sichuan that is expected to be completed by the end of the second quarter of 2011 and the expansion of the existing production facilities in Jin Xin. The actual amounts of expenditures may vary from the estimated amounts for a variety of reasons, including changes in market conditions and other factors. We believe that our current cash balance and anticipated cash flow from our operations will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and capital expenditures for the next 12 months. We may, however, require additional cash due to changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our existing cash is insufficient to meet our requirements, we may seek to sell additional equity securities or debt securities or to borrow from lending institutions.

GeoTeam Note: GU means to fund its capital expenditures may be less depedent on equity than in the past.

Excerpt from 2009 20F

We believe our current cash and cash equivalents, cash flow from operations and available sources of financing will be sufficient to meet our anticipated cash needs, including our cash needs for working capital and planned capital expenditures, for the foreseeable future.

vs. excerpt form 2010 20F

 We intend to fund our future capital expenditures through cash flows from operations.

First Quarter Results:

• Total revenues increased by 241.7% year-to-year and by 5.5% quarter-on-quarter to RMB246.9 million (US$37.7 million).
• Gross profit amounted to RMB3.8 million (US$0.6 million), compared to a gross loss of RMB34.1 million for the first quarter of 2010 and a gross profit of RMB17.9 million for the fourth quarter of 2010.
• Non-GAAP net loss attributable to the Company amounted to RMB20.9 million (US$3.2 million), compared to a non-GAAP net loss of RMB54.2 million for the first quarter of 2010 and a non-GAAP net loss of RMB40.0 million for the fourth quarter of 2010.
• Non-GAAP EPS ($0.19) vs. ($0.37).

"Gushan's recycled copper business, Mianyang Jin Xin Copper Limited, acquired in late 2010 contributed to strong revenue growth in the first quarter of 2011," said Jianqiu Yu, Chairman and Principal Executive Officer of Gushan, " While selling prices for both recycled copper products and biodiesel are rising in line with increased demand and economic growth in China, inflation in raw material prices remains a significant challenge and the Company is exploring opportunities to control raw material costs and diversify its raw material sources." 

Fourth Quarter Results:

• Total revenues increased by 223.9% year-to-year and by 463.4% quarter-on quarter to RMB233.9 million (US$35.4 million).
• Gross profit amounted to RMB17.9 million (US$2.7 million), compared to a gross loss of RMB32.1 million for the fourth quarter of 2009 and a gross loss of RMB23.9 million for the third quarter of 2010.
• Net Loss per ADS diluted: ($0.80) vs. ($0.37)

"Gushan's strong revenue growth in the fourth quarter reflects the positive impact of the Company's diversification strategy, notably its recent acquisition of Mianyang Jin Xin Copper," said Jianqiu Yu, Chairman and Principal Executive Officer of Gushan. "While both the favorable resolution of the consumption tax issue and rising diesel prices in China have improved the outlook for the Company's biodiesel business, the Company is actively exploring opportunities to directly source raw materials and diversify its feedstock to offset rising raw material costs." 

Our subsidiaries incorporated in the PRC are foreign invested enterprises that we established either through acquisition or incorporation. Certain of our subsidiaries have not obtained approval from the NDRC, for certain foreign investment related projects. PRC law requires the Ministry of Commerce, or its local counterparts, to issue final government approval as a pre-condition to foreign investment in China. Before this final approval may be granted, however, approval from the NDRC, or its local counterparts, is required for projects except for trade or services related projects that do not relate to fixed asset investment. In practice, the Ministry of Commerce, or its local counterparts, often grant final approval for foreign invested projects before such projects have first obtained NDRC approval. Our further expansion and ability to benefit from certain preferential policies that might otherwise be available to us may be adversely affected because the competent authorities for land, planning, quality supervision, safety supervision, customs, taxation, foreign exchange and the administration of industry and commerce could refuse to grant approval or consent to our future projects due to the lack of NDRC approval.

"Although China's diesel market is showing signs of a slow recovery, challenging market conditions and continued uncertainty over resolution of the consumption tax issue impacted Gushan's first quarter results," said Jianqiu Yu, Chairman and Principal Executive Officer of Gushan. "In response, Gushan continues to refocus its sales strategy to supplying the chemical industry, which now accounts for over 70% of the Company's sales in terms of biodiesel sales volume, and is continuing to seek opportunities to leverage its strong balance sheet through strategic investments in the energy and/or environmental sectors."

As of this date, the Company's situation with regards to the consumption tax issue remains unchanged from the previous sequential quarter, as the Company has not received clarification from the PRC SAT on the issue. Currently, production at Fujian Gushan remains suspended and the Company has not commenced production at its Chongqing and Hunan plants pending clarification of the consumption tax issue. To date, other than Fujian Gushan and Sichuan Gushan, none of the Company's production plants have received consumption tax assessments. However, no assurance can be given that Gushan will not receive such assessments for its other plants. If at any time such request is received, Gushan will evaluate the appropriateness of a suspension of production at additional plants on a case-by-case basis. The Company is continuing its efforts to expand alternative sales channels, including sales to the chemical industry, and to develop new products for the chemical industry to seek to mitigate the potential adverse impact from the consumption tax issue. However, no assurance can be given that these efforts will be successful.

Gushan is still on track to reach 500,000 tons of biodiesel production capacity by the first half of 2010 after the completion of the additional plant in Sichuan, which will add an additional annual production capacity of 50,000 tons. In order to operate our Sichuan production facilities more efficiently, the Company is considering relocating its existing 60,000 ton production facilities to the site where the additional 50,000 ton plant will be located. Although such relocation may result in suspending the existing 60,000 ton production facilities for three to four months and its business and operating results for 2010 may be adversely affected, Gushan believes that such relocation will be beneficial to the Company in the long term. Gushan expects that the recovery of diesel demand and hence biodiesel selling prices will continue to be slow, and that these conditions, together with the uncertainty of the consumption tax issue, are expected to continue to adversely affect Gushan's profitability and cash flow generation in the short term. As such, Gushan is continuing its efforts in seeking opportunities to invest in businesses in the energy and/or environmental sector.