EX-7.1 2 v228497_ex7-1.htm Unassociated Document
Exhibit 7.1
Your Ref:
Our Ref:                   3649/2011/GEN/AFGCO02F
905 Silvercord, Tower 2
 30 Canton Road
7 July 2011
The Audit Committee 
Hong Kong
Puda Coal, Inc.  
426 Xuefu Street 
Tel : (832) 2375 3180
Fax : (852) 2375 3828
Shanxi Province
E-mail : ms@ms.com.hk
The People’s Republic of China
Mr. Lawrence S. Wizel
By E-mail & By Airmail
Chairman of the Audit Committee
Strictly Private & Confidential
Dear Sirs,
We hereby resign as the independent registered public accounting firm of Puda Coal, Inc. (the “Company”), effective immediately.
On 11 April 2011, the Company announced that its Board of Directors had unanimously ratified the decision of its Audit Committee to launch a full investigation into the allegations concerning unauthorized transfers of subsidiary ownership by the Company’s Chairman, Mr. Ming Zhao. In the release, the Company stated that “although the investigation is in its preliminary stages, evidence supports the allegation that there were transfers by Mr. Zhao in subsidiary ownership that were inconsistent with disclosure made by the Company in its public securities filings.” The New York Stock Exchange halted trading in the Company’s stock that day. On 29 April 2011, in connection with a disclosure of Mr. Zhao’s proposal to acquire 100% of the outstanding shares of common stock of the Company, the Company announced that the Audit Committee’s investigation was continuing and that the Committee “intends to provide further information when the investigation is complete.” There have been no further statements from the Company providing an update on the status of the investigation.
On 7 June 2011, we sent a letter to the Audit Committee (copy attached) requesting an update on the status of the Audit Committee’s investigation. Counsel for the Audit Committee provided our counsel with information on the status of the investigation on 30 June 2011. Additional information was provided in discussions on 1 and 4 July 2011. [CONFIDENTIAL TREATMENT REQUESTED]. The Company provided representations to us in connection with our audits of the Company’s consolidated financial statements for the years ended December 31, 2009 and 2010, including in the management representation letters, that are materially inconsistent with such transfers having occurred.
A member firm of
Moore Stephens
International Limited-
members in principal cities
throughout the world
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Our Ref: 3649/2011/GEN/AFGCO02F
7 July 2011
The Audit Committee
Puda Coal, Inc.
Prior Period Reports
We have reached the conclusion that we are no longer able to rely on the representations of management received in connection with our audits of the Company’s consolidated financial statements for the years ended December 31, 2009 and 2010. Accordingly, we request that the Company take immediate steps to make the necessary Form 8-K filing stating that further reliance should no longer be placed on our previously issued audit reports dated March 31, 2010 and March 16, 2011.
Consent of Independent Registered Public Accounting Firm
We hereby consent to a copy of this letter being provided to the U.S. Securities and Exchange Commission (“Commission”) and any successor auditor that may be appointed.
Section 10A of the Securities Exchange Act of 1934
The circumstances described above could constitute illegal acts pursuant to Section 10A of the Securities Exchange Act of 1934. Accordingly, we remind the Board of its obligations under Section 10A, including its obligations to provide notice to the Commission.
Yours faithfully,
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