On July 13, 2011, the Independent Committee of the Board received a draft merger agreement from Chairman of the Board, Mr. Ming Zhao, pertaining to the preliminary buy-out proposal made by Mr. Zhao on April 29, 2011. Although it is expected that evaluation and negotiation of the draft agreement will take at least several weeks, neither the Company nor the Independent Committee can provide any assurances that a definitive agreement will be executed or approved or that a transaction will be consummated or the timing of such. The Company will provide no other updates regarding the proposed buy-out until there is a material development.
By letter dated July 7, 2011, the independent registered public accounting firm of Puda Coal, Moore Stephens, resigned, effectively immediately. Moore Stephens served as the Company's auditor since July 19, 2005. Moore Stephens also advised the Company that further reliance should no longer be placed on its previously issued audit reports relating to the Company's financial statements for fiscal years 2009 and 2010. The resignation and non-reliance advice by Moore Stephens are based on its conclusion that it is no longer able to rely on the representations of the Company's management received in connection with its audits of the Company's financial statements for the last two fiscal years. Moore Stephens believes such management representations are materially inconsistent with the alleged unauthorized transfers of subsidiary ownership by the Company's Chairman, Mr. Ming Zhao, which are currently subject to the investigation by the Audit Committee. The Company's Audit Committee will continue its investigation into the alleged unauthorized transactions.