BRBH was incorporated in the State of Colorado on September 28, 1989. BRBH was previously a residential real estate holding company. In September 2006, BRBH sold its real estate assets to its then president. Effective December 6, 2006, BRBH’s plan was to evaluate the structure and complete a merger with, or acquisition of, prospects consisting of private companies, partnerships or sole proprietorships. Prior to the Share Exchange, BRBH was considered a “shell” company. From and after the Closing Date of the Share Exchange Agreement, BRBH was no longer a “shell” company and its primary operations consist of the business and operations of SC Coke which are conducted in Tongye Town, Anyang County, Henan Province, China.
Through the Share Exchange, BRBH acquired Shun Cheng HK, as described under the heading “Description of Operations,” is a Hong Kong company that was established on December 18, 2009. Since inception, Shun Cheng HK has not conducted any substantive operations of its own, except to serve as a holding company that owns 100% of the equity of Anyang WFOE.
Anyang WFOE, a PRC limited liability company established on March 17, 2010, is a wholly owned subsidiary of Shun Cheng HK. Anyang WFOE was approved as a wholly-foreign owned enterprise by the Henan provincial government on March 15, 2010 and formally organized on March 17, 2010. Other than activities relating to its contractual arrangements with SC Coke, Anyang WFOE has no separate operations of its own. Anyang WFOE does not own any equity interests in SC Coke, but controls and receives the economic benefits of its business operations through contractual arrangements as described below under the heading “Contractual Arrangements with SC Coke and its Shareholders.”
SC Coke is a limited liability company organized in the PRC on August 27, 1997. SC Coke produces coke, refined coal and coal and coke byproducts in Henan Province in the central region of the PRC. SC Coke holds an 86% interest in its operating subsidiary, Longdu, a limited liability company organized in the PRC on May 25, 2004. Wang Xinshun, the sole director and holder of a 60% interest in SC Coke owns a 5% interest in Longdu. Longdu operates a coal-washing facility and produces refined coal, medium coal and coal slurry.
SC Coke also holds a 19% interest in Angang Steel Group metallurgy Furnace Co., Ltd. (“Angang Steel”). SC Coke has provided coal gas and, from time to time, small quantities of 25 to 40 millimeter coke to Angang Steel to supplement the coke supplied from its main suppliers, which Angang Steel then uses to produce activated lime for steel production.
In addition, SC Coke holds an 11.26% interest in Anyang Commercial Bank Co. Ltd. (“Anyang Commercial”) and a 16% interest in Anyang Xinlong Coal (Group) Hongling Coal Co. Ltd (“Anyang Xinlong”). Anyang Commercial is a bank located in Anyang City that currently has one outstanding loan of approximately $2.9 million to SC Coke at an interest rate of 7.965% per annum, which loan matures on April 13, 2011. Anyang Xinlong owns a coal mine located in Anyang County that provides SC Coke with a substantial portion of its coking coal requirements. Pursuant to a loan agreement dated March 31, 2010, SC Coke borrowed $4.4 million from Anyang Xinlong on an interest-free basis. This loan agreement had no specific repayment terms, and according to PRC laws, Anyang Xinlong could have required SC Coke to repay the principal of the loan at any time. For additional information regarding transactions involving certain loans to SC Coke, including the loan by Anyang Xinlong, see the description below under the heading “Certain Other Recent Transactions.”
SC Coke’s sole director and majority shareholder, Wang Xinshun, owns a 43.86% interest in Anyang County Bailianpo Coal Co., Ltd. (“Bailianpo”), which supplies raw coal to SC Coke and Longdu. In 2009, the raw coal supplied by Bailianpo represented in the aggregate approximately 7% of the total amount of raw coal purchased by SC Coke.
