Showing posts with label Accounting Fraud. Show all posts
Showing posts with label Accounting Fraud. Show all posts

And Finally Axis Inc's ex-Directors Are Charged With Fraud

On 31 July 2008, I wrote about Axis Inc. The stock was trading at 2.00 on 11 July 2008. By 30 Jul 2008, the stock price collapsed to 35 sen!



After the plunge, when queried, Axis announced that its autditors had unresolved issues A quick examination of Axis Inc's quarterly earnings would have shown that its receivables ballooned.



More details were explained in the posting A Deeper Look At Axis Inc

On 31 Jul 2008, the following statement stood out in Axis announcement.

  • The external auditor, Messrs Horwath are unable to obtain sufficient appropriate audit evidence and explanations to ascertain the following:- (b) the recoverability of the outstanding balances due from the Contract Manufacturers (net of the settlement subsequent to 31 March 2008) in relation to the trade receivables and advances)

Receivables had ballooned and the external auditors states that they are unable to obtain sufficient audit data!

More drama unfolded a few days later. On 3 Aug 2008. claimed it might have to write off a whopping 161 million from its accounts!

The following was taken from a Business Times article .http://whereiszemoola.blogspot.com/2008/08/update-on-axis-inc.html
  • The company said its external auditor, Messrs Horwath, was not able to obtain sufficient evidence and explanation to verify three issues.

    One is an amount of RM105 million due from contract manufacturers, which is part of other receivables as at March 31 2008.

    This is a big jump from RM11 million in the previous financial year. Subsequent to the balance sheet date, RM20 million has been settled by the contract manufacturers.

    Secondly, the contract manufacturers also owed the group RM28 million for sales of fabrics by the group to the contract manufacturers.

    Finally, prepayments of RM32 million were made to certain suppliers for the supply of embroidery services, purchase of fabrics and accessories, from which only RM11 million of these services and goods were received by the group
    .

    The balance (of goods and services) is expected to be settled by the end of September 2008.

    The contract manufacturers are LA (Cambodia) Garment Pte Ltd, Vivatino Design (Cambodia) Pte Ltd and United Garment (Vietnam) Co Ltd.

    These manufacturers are in a strategic alliance agreement with a subsidiary of Axis, where the manufacturers receive a 25 per cent advance payment of the value of a confirmed order for the cutting and sewing of the garments.

    Since Messrs Horwath was unable to form an audit opinion, Axis intends to carry out a special audit. It told Bursa Malaysia on Thursday that the company can only say how long it needs to settle the audit issues once the board appoints an independent auditor for the special audit.
I had almost forgotten all about Axis Inc until 2010. On July 2010, Axis Inc Lodges Police Report!!

Yes more drama!

A police report was made because documents and records belonging to Axis Inc went missing!!!
  • KUALA LUMPUR: AXIS INCORPORATION BHD 's board of directors has lodged a police report over several official documents and records belonging to Axis and its units which have gone missing.

    It said on Friday, June 11 that it had on Wednesday lodged the report over the missing records of the company and its units Asiapin Sdn Bhd, Chongee Enterprises Sdn Bhd and GBC Marketing Pte Ltd from 2004 to 2008 at the offices in Johor Baru, Tangkak and in Singapore.

    The missing records included documents in relation to the purchase of machinery sent to contract manufacturers in Cambodia and/or Vietnam; bank statements and cheque butts; payment vouchers and supporting documents for payments made to the contract manufacturers in Cambodia.

    Also missing were documents, letters, e-mails and correspondences between Axis group and
    the contract manufacturers; documents in relation to the orders placed with the contract manufacturers by buyers; documents of raw materials bought for the contract manufacturers (ncluding purchase orders and delivery orders).

    The report also claimed that documents on the account of monies received from the Bumiputera issue in 2004 and the sale of Ganad assets in 2007-2008 were missing.

    "As a result of the above missing records, Axis Group of companies in 2009 had to write off substantial amount of its assets and receivables due to the lack of documentary support of these assets and receivables," it said. The company said the present Axis Board was unable to answer certain queries posed by Bursa Malaysia Securities Bhd.

 

A month later, I wrote the following: Stock Manipulation On Axis Inc: Dealer Charged

Totally unreal!

We had accounting issues, police report, missing documents and now stock manipulation! 

Let me reproduce that posting here once again. On the Edge Financial Daily Dealer’s rep sanctioned for false trading, market manipulation
  • Dealer’s rep sanctioned for false trading, market manipulation
    Written by Loong Tse Min
    Friday, 09 July 2010 11:06

    KUALA LUMPUR: Bursa Malaysia Securities Bhd has publicly reprimanded and fined a commissioned dealer’s representative (CDR) of Kenanga Investment Bank Bhd RM100,000 for false trading and market manipulation in the trading of Axis Incorporated Bhd shares.

    In a statement yesterday, Bursa Securities said it ordered that Lee Beng Huat be struck off the register, if he was still a registered person of the exchange.

    The exchange said Lee had carried out false trading and market manipulation involving about 41 million Axis shares, out of the market turnover of 104 million Axis shares, for 87 trading days in 2006 and 2007.

    It said during that period, Lee had dealt in Axis shares mainly through the accounts of 10 clients. “He had entered buy and sell orders which were manipulative in nature and which had led to false or misleading appearance of active trading in, or market for, Axis shares and tantamount to stock market manipulations,” Bursa Securities said, adding that Lee had breached trading rules.

    It said the dealing in Axis shares by Lee via the 10 accounts, which were the top buyers and sellers during the period, had several characteristics:

    1. Entry of orders which were several bids lower than the last done price with no real intention to have the buy orders matched.

    2. Lee also engaged in order splitting, entering a series of buy orders in succession through any one of the 10 accounts with the same price. These buy orders gave rise to and created an impression of continuous demand for Axis shares which led to false or misleading appearance of active demand/market for Axis shares.

    3. The buy and sell orders executed in the 10 accounts:


    • had cross-trades which were matched among each other for about 12 million units of Axis shares involving Lee as their common CDR;
    • resulted in the buy and sell transactions of Axis shares in the 10 accounts without any change to the beneficial ownership of Axis shares (NCBO trades) and during the relevant period, there were 65 NCBO trades involving 385,800 units of Axis shares;
    • were frequently matched with the corresponding orders keyed in by another CDR from another broker which indicated that there were some form of pre-arrangements for these trades to be matched;
    • resulted in trades which were rolled over periodically with the same or almost the same block of Axis shares which gave rise to the manipulative trading activities; and
    • had trades which were subsequently amended to other clients’ accounts resulting in a change of the original party to the contract which is not permitted.


    Bursa Securities said Lee, by engaging in the manipulations, managed to sell about 72% of the sell orders (40.98 million out of 56.67 million units of sell orders entered for the 10 accounts) and bought about 55% of the buy orders (41.6 million out of 76.14 million units of the 10 accounts’ buy orders).

    It said the higher volume and percentage of the buy orders, which were subsequently cancelled and/or lapsed due to the orders being lower than the last done price resulting in lower percentage of buy orders matched, gave an impression of and created an inflated demand for Axis shares.

    This, it said, led to a misleading appearance of an active market for Axis shares.

    Bursa Securities said Lee had failed to take heed of the concerns raised by the exchange on his irregular trading activities in Axis shares in the 10 accounts but had continued to trade in the irregular and manipulative manner.

    This article appeared in The Edge Financial Daily, July 9, 2010.
Hmm... as stated in the article

"Lee had carried out false trading and market manipulation involving about 41 million Axis shares, out of the market turnover of 104 million Axis shares, for 87 trading days in 2006 and 2007. ". 

Here is the chart of Axis between 2006 and 2007... yeah... I can see the massive volume...



And what's interesting is what happened after 2008... here's the chart from 1 Jan 2008 to May 2009.




I wonder who were the big sellers were when the shares plunged in 2008. :P

Ok it's not very clear (LOL! yeah.. what's new! :P ) ... anyway, remember the posting Axis Inc Lodges Police Report!? I had an Axis chart posted?

Let me post an ammended chart now. :P ( I have now crossed out 2007 stock bumper year and changed it to 2007 Stock Manipulation time! :P )



Now see the bottom arrow on the volume...

Can you see what it suggests? Can you?

Anyway.... I am glad that the dealer was caught but... I am wondering... is the dealer the chief 'tukang masak'? (do check out some of the comments posted http://www.blogger.com/comment.g?blogID=17708300&postID=6931647163956148008 )

Let me repeat the this one sentence: the dealer that was charged, was said to "carried out false trading and market manipulation involving about 41 million Axis shares, out of the market turnover of 104 million Axis shares, for 87 trading days in 2006 and 2007."

Think about it...
Think about the SIZE of the manipulation.
Think about the SIZE of missing accounts.

On  today's Sun Daily:3 Axis ex-directors charged with fraud
  • 3 Axis ex-directors charged with fraud
    Posted on 22 March 2013 - 05:40am
    PETALING JAYA (March 22, 2013):

    The Securities Commission (SC) has charged three former directors of garment manufacturer, Axis Incorporation Bhd for providing false information to Bursa Malaysia between 2006 and 2008.

    Koh Tee Jin, Saipuddin Lim and Lee Han Boon were each charged with five counts of furnishing false statements relating to the revenue of Axis to Bursa.

    If convicted, the three ex-directors will be liable to a fine not exceeding RM3 million or imprisonment for a term not exceeding 10 years for each charge or both.

    In a statement yesterday, the SC said the charges were in relation to false statements contained in Axis' four quarterly reports for the financial year 2007 and the quarter ended March 31, 2008.

    Koh, 47, Saipuddin, 54, and Lee, 32, were each granted bail of RM100,000 with two sureties by the Sessions Court and were required to surrender their passports to the court. The matter has been fixed for case management on May 21, 2013.

    Axis was delisted from Bursa in November 2010
    .

    "We will continue to bring enforcement actions to ensure accurate and timely disclosure of financial information by listed companies as this is an important aspect in upholding integrity and investor confidence in the capital market," said the SC.

Fine of 3 million and a jail term not exceeding 10 years for each charge or both?

Is it enough?

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There Are More Crooks Out There!!

On SBT: http://www.businesstimes.com.sg/sub/news/story/0,4574,445683,00.html?

  • Published July 1, 2011

    Fraud is a clear and present danger: KPMG


    Survey shows it has risen in companies since global crisis

    By MICHELLE QUAH

    (SINGAPORE) The average number of fraud incidents per company in Singapore has more than doubled since the global financial crisis, while the estimated total cost of these incidents has also risen sharply.

    The KPMG Singapore Fraud Survey report 2011 released yesterday showed that the average number of incidents reported per organisation among those hit by fraud was 9.0 in 2011, compared to 3.8 incidents in 2008.

    One in five survey respondents said they were aware of at least one fraud incident within their company over the past two years - a similar proportion to KPMG's previous survey reports in 2004 and 2008.

    The total estimated cost of these incidents was $6.5 million in 2011, up from $5.3 million three years ago.

    And, according to the survey, internal sources remain the major fraud threat.

    'The survey findings that 17 per cent of fraud is carried out by senior members of a company is of great concern,' said Bob Yap, head of Forensic at KPMG in Singapore. 'These individuals set the ethical tone for the organisation and are in the position to do the greatest harm.'

    The survey also found that 46 per cent of fraud incidents were perpetrated by employees - making it a total of 63 per cent of frauds being 'inside jobs'.

    Mr Yap explains the finding: 'This report largely spans the period of the global economic crisis, where companies faced the greatest economic turmoil in recent years. One effect is that it led to an increase in retrenchment and resignations and employee misconduct frequently comes to light only when the employees leave their organisation.'

    Many will remember the $12-million fraud perpetrated by two former employees of the Singapore Land Authority, which was only discovered after the two men had left the employment of the statutory board.

    KPMG, in its survey, found that the three main causes of fraud were unfamiliarity with red flags of fraud (59 per cent), weakness in IT security (56 per cent), and weakness of management or board oversight (50 per cent).

    Yet, despite this, only 31 per cent of companies said they have conducted fraud awareness training for staff or management. A slightly larger proportion (37 per cent) said they had an anti-bribery and corruption compliance programme in place, while 62 per cent said they had no plans to design and implement a fraud incident response plan.

    Mr Yap said: 'These (causes of fraud) relate to weak preventive measures on the part of the victims, rather than any particular ingenuity or sophistication on the part of the perpetrators. The fact that internal controls continue to fail or are being overridden suggests that companies should pay greater attention to internal threats. Staff need to understand their role in fraud prevention if they are to be an effective component of an organisation's defences.'

    The survey also, for the first time, covered companies' approach to bribery and corruption. And it showed that bribery and corruption compliance is a challenge: 57 per cent of respondents were unfamiliar with Singapore's own Prevention of Corruption Act, while 85 per cent were unfamiliar with the UK's new Bribery Act 2010.

    'Many anti-bribery and corruption enactments have extensive extraterritorial reach and draconian sanctions, which means they bring significant risks to companies that trade abroad and have any connection with either the US or the UK,' Mr Yap said.

    He said companies should: ensure an ethical tone from the top and fraud training to help create a culture of fraud prevention and detection; have risk assessments to ensure the continuing effectiveness of controls, as well as a fraud response policy to help a company respond to fraud in a swift and effective manner while minimising damage.

    'The total elimination of fraud will never be possible. However, companies can go a long way towards protecting themselves by ensuring that fraud risk management is embedded in management and governance processes and spread effectively throughout the organisation,' Mr Yap concluded.

    KPMG's 2011 survey covered directors and senior executives across a broad range of industries and from companies listed on the Singapore Exchange.

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Yet Another Case Of Accounting Fraud

On Business Times:

  • Auditor: Some of Linear's deals could not be proven

    Published: 2011/06/29

    KUALA LUMPUR: Linear Corp Bhd's books may have been cooked since 1999, PwC said in its special audit released yesterday.

    In the audit, PwC revealed that some of the sales transactions or net proceeds from trading activities could not be proven.

    For example, Imux (Asia) Ltd and LCI Global, subsidiaries of Linear Corp, claimed to have recorded sales of 58,050 units of solar energy panels totalling US$41 million (RM125.3 million) to Bucumert, a Romanian company.

    These panels were bought from Kinetic, a Hong Kong company, for US$34.5 million.

    However, the audit revealed that the panels sold to Bucumert were delivered to two locations in China which could not be physically located. Kinetic, the so-called supplier of the solar panels, is a HK$1 company, and was set up four months prior to the start of the solar panel trading business by LCI Global and Imux Asia.

    Also, Kinetic could not be located at its business address and has been gazetted to be deregistered by the Hong Kong authorities in May 2010.

    The company's US$3.7 million sale of cooling tower parts to Nikki, a company based in Bangkok, was also questionable.

    In the report, which cited Linear's employee and ex-senior official, the cooling tower spare parts sold to Nikki did not exist. Nikki has a paid-up capital of 3 million baht and was set up in July 1993.

    It is registered as a wholesaler of motor vehicle parts and did not record any revenue from 2007 to 2009. Its business address is a three-storey residential house in Bangkok.

    Late last year, Linear said it won its biggest project ever, the RM1.67 billion King Dome project in Manjung, Perak, for which it received a letter of award from a Seychelles-based company Global Investment Group Inc (GIG).

    This was supposed to be the world's largest dome structure measuring 1,600 metres in diameter, housing an indoor city with retail, leisure, resort, food and beverage facilities.

    Early this month, Linear said there was "no evidence of any significant progress towards the execution of the contract" and "no documentary evidence to demonstrate the overall viability of the King Dome Project".

    In the PwC report, it added that the existence of the King Dome project could not be proven.

    "There were no confirmations from various government authorities in respect of the King Dome Project to be located in either Perak or Johor, and it is unclear whether GIG, the promoter of the King Dome Project, has the operational and financial capabilities to deliver the Kingdome Project." said PwC in the report.

    PwC said that GIG could not be contacted at its stated place of business and contact

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At Long Last, SC Takes Action Against Kosmo MD

Posted on 27 May 2011: At Last Some Justice For Kosmo Fraud Case

Let me reproduce the posting in full.

Back on Oct 2009, I posted Kosmo's Directors Shocking Fine!!

Let me highlight some of the facts again.

Fact 1.

Company said it made 109 thousand in its unaudited account for its fiscal year.
Company actually had LOSSES totalling 141 million according to its audited accounts.

From 109 thousand to a LOSS of 1141 million!!!

Source: here

Blogged here: Kosmo Technology Shocking Deviation Of Accounts
See also : Unaudited and Audited Accounts: UnReal or Real?

What's the major cause of the massive deviation in the accounts? According to the company's own reasoning: here, two major items were 'Impairment Loss of 55.6 million and 'Provision for doubtful debt of 75.9 million' (ps: see the importance not to discount the trade receivables issue?)

Fact 2.

Company had problems in submitting its financial statements: KOSMO TECHNOLOGY INDUSTRIAL BERHAD ("KOSMO" or "the Company") Delay in issuance of 2007 Annual Report

Fact 3.
Back in 2006, it traded as high as 8.50.
It last traded at 1 sen




At the peak, KOSMO had a stock market value of around 1 Billion.

Fact 4.
Kosmo is now delisted!

And so on 30 Oct 2009, Bursa Securities publicly reprimanded and fined two directors of another delisted company, KOSMO TECHNOLOGY INDUSTRIAL Bhd, a total of RM257,300!

From Bursa website.

Paragraph 9.16(1)(a) of the LR requires a listed issuer to ensure that its announcement is factual, clear, unambiguous, accurate, succinct and contains sufficient information to enable investors to make informed investment decisions.

Pursuant to paragraph 9.22(1) of the LR, a listed issuer must give Bursa Securities for public release, an interim financial report that is prepared on a quarterly basis, as soon as the figures have been approved by the board of directors of the listed issuer, and in any event not later than 2 months after the end of each quarter of a financial year.

Paragraph 9.23 of the LR states that a listed issuer must ensure that the issuance of the annual audited accounts and annual report by a listed issuer shall be as follows :-
(a) the annual report shall be issued to the listed issuer’s shareholders and given to Bursa Securities within a period not exceeding 6 months from the close of the financial year of the listed issuer; and
(b) the annual audited accounts together with the auditors’ and directors’ reports shall, in any case, be given to Bursa Securities for public release, within a period not exceeding 4 months from the close of the financial year of the listed issuer unless the annual report is issued within a period of 4 months from the close of the financial year of the listed issuer.

Paragraph 16.11(b) of the LR states that a director of a listed issuer must not permit, either knowingly or where he had reasonable means of obtaining such knowledge, a listed issuer to commit a breach of the LR.

KOSMO had breached :-

(a) paragraph 9.23(b) of the LR for failing to submit the Company’s annual audited accounts for the financial year ended 31 December 2007
("AAA 2007") on or before 30 April 2008. The AAA 2007 was only submitted on 30 June 2008;

(b) paragraph 9.23(a) of the LR for failing to submit the Company’s annual report for the financial year ended 31 December 2007 ("AR 2007") on or before 30 June 2008. The AR 2007 was only submitted on 6 August 2008;

(c) paragraph 9.22(1) of the LR for failing to submit the Company’s quarterly report for the financial period ended 31 March 2008 ("QR 1/2008") on or before 31 May 2008. The QR 1/2008 was only submitted on 30 June 2008;

(d) paragraph 9.16(1)(a) of the LR for failing to ensure the Company’s announcement dated 29 February 2008 on the fourth quarterly report for the financial year ended 31 December 2007 ("QR 4/2007") took into account the adjustments as stated in the Company’s announcement dated 30 June 2008, in particular the adjustments pertaining to additional provision for doubtful debts and impairment loss for development cost.
KOSMO had reported an unaudited profit after taxation and minority interest of RM109,000 for the financial year ended 31 December 2007 in the QR 4/2007. However, the Company had on 30 June 2008 reported an audited loss after taxation and minority interest of RM141,715,814 in the AAA 2007. The difference of RM141.824 million between the unaudited and audited results for the financial year ended 31 December 2007 represents a deviation of more than 100 times.

Dato’ Norhamzah bin Nordin and Encik Mohamad Nassir bin Mohd Kassim who were the directors of KOSMO at the material time were found to be in breach of paragraph 16.11(b) of the LR for permitting either knowingly or where they had reasonable means of obtaining such knowledge the Company to commit the aforesaid breaches.

They were informed of the audit concerns / issues to make provision for doubtful debt and possibility of impairment of development costs since August 2007 but have failed to demonstrate adequate efforts taken to discharge their duties to :-

(i) address the audit issues pertaining to impairment loss of development costs to enable timely submission of the financial statements in accordance with the LR; and

(ii) ensure that the QR 4/2007 made the necessary provision for doubtful debts and impairment loss on development cost to give a true and fair view of the state of affairs of the Company as at the financial year ended 31 December 2007 and in compliance with paragraph 9.16(1)(a) of the LR.

The finding of breach and imposition of the above penalties on KOSMO and the directors are made pursuant to paragraph 16.17 of the LR upon completion of due process and after taking into consideration all facts and circumstances of the matter including in relation to the directors, the roles and responsibilities of the directors in the Company particularly pertaining to the maintenance and preparation of financial statements.

So they were fined 257 thousand and their stock, which at one time was worth ONE Billion, disappeared into thin air with its delisting!

It's now May 2011.

On Star Biz: Kosmo director, accounts manager charged by SC





  • Friday May 27, 2011

    Kosmo director, accounts manager charged by SC

    PETALING JAYA: The Securities Commission charged a director and an accounts manager of Kosmo Technology Industrial Bhd yesterday for providing false information to Bursa Malaysia Securities Bhd.

    In a media statement, the regulator said six charges under section 122B(a)(bb) Securities Industry Act 1983 and two charges under section 369(a)(B) Capital Market and Services Act 2007 were preferred against Mohd Azham Mohd Noor and Helen Lim Hai Loon for false statements in the company’s eight quarterly unaudited results for financial years 2006 and 2007.

    If convicted, they will be liable to a fine not exceeding RM3mil and imprisonment for a term not exceeding 10 years for each charge.

    Azham and Lim were released on bail of RM150,000 with one surety each. Sessions Court Judge Rosenani Abd Rahman further ordered that their passports be surrendered to the court and fixed an application for their trial to be held jointly on June 22.



Finally some form of justice!

But is it enough?

According to the report, a fine not exceeding rm3 million and imprisonment for a term not exceeding 10 years for each charge.

But the stock at its peak was worth 1 Billion. And I wonder how much was profited by that incredible stock price back then?

========================================

On Star Biz today: SC brings Kosmo Technology MD to court

Wednesday June 8, 2011

SC brings Kosmo Technology MD to court

PETALING JAYA: The Securities Commission has file a suit against Kosmo Technology Industrial Bhd group managing director Datuk Norhamzah Nordin for allegedly providing false information to Bursa Malaysia Securities Bhd.

The SC preferred six charges under section 122B(a)(bb) of the Securities Industry Act 1983 and another two charges under section 369(a)(B) of the Capital Markets and Services Act 2007 yesterday against Norhamzah for allegedly making false statements pertaining to the company’s eight quarterly reports for the financial years 2006 and 2007.

If convicted, he could be liable to a fine of not more than RM3mil and imprisonment not exceeding 10 years for each charge.

Norhamzah was granted bail at RM200,000 with one surety and was required to surrender his passport to the court.

The charges against Norhamzah followed those against Mohd Azham and Lim Hai Loon at the Sessions Court on May 26.

The court will hear the prosecution’s application for joint trial of Norhamzah, Mohd Azham and Lim on June 22.


Comments: It's great to see that SC had finally taken action against Kosmo MD.


Ok, I could be WRONG here but I am not sure if the fine of not more than 3 million is justifiable or not.


Now at the peak, Kosmo stock is worth about 1 billion in the stock market. Question I would ask is how much did they profit for giving false information to Bursa? Ok, it would be naive for me to assume a value of 1 billion but let's assume that profits were made about one third of the peak or 300 million. Would that not be possible?


Now if that was possible... surely the fine of 3 million is rather small, yes?


Remember the fact no 1.


Company said it made 109 thousand in its unaudited account for its fiscal year.


Company actually had LOSSES totalling 141 million according to its audited accounts!!!

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Longtop Financial Technologies (LFT) : Yet Another Chinese Stock Hit With Fraud

From CNBC website: http://data.cnbc.com/quotes/LFT/tab/5



That's a pretty 'good looking stock' yes? Trading at a forward PE of 9.1x and a PEG of 0.54x, this 'could' be a decent stock pick, yes?

Check on finviz website: http://www.finviz.com/quote.ashx?t=lft



On CNBC news: China's Longtop Says Auditor, CFO Quit; SEC Probes

  • The resignation on Sunday of the auditor, Deloitte Touche Tohmatsu CPA, came three days after Longtop [LFT 18.93 --- UNCH (0) ], which makes software for Chinese financial services companies, said its chief financial officer offered to resign.

    Based in Xiamen, Longtop had a $1.08 billion market value before a May 17 trading halt in New York, though that value had fallen by more half since November.

    It is among the largest of several Chinese companies — such as China MediaExpress — that were hit recently by accusations of accounting fraud, including from short-sellers or regulatory probes.

    According to Longtop, Deloitte said its resignation stemmed in part from "recently identified falsity" in Longtop's financial records, as well as "deliberate interference" by Longtop management in the audit process.

    Longtop also said Deloitte could no longer rely on its prior audit reports for the company.

    Separately, Longtop said the U.S. Securities and Exchange Commission has opened an inquiry. It intends to cooperate, and has hired legal counsel and authorized the hiring of forensic accountants to examine matters raised by Deloitte.

    Longtop said it is also considering whether to accept the resignation of CFO Derek Palaschuk, offered on May 19.

    Palaschuk said he quit the board of Renren [RENN 12.40 -0.60 (-4.62%) ] three weeks ago, just before it went public on May 4, to protect the Chinese social networking company from any fallout from accounting fraud accusations at Longtop.

    "It doesn't appear that Chinese companies have withstood the types of scrutiny by auditors that American companies have faced — for decades," said Richard Riley, an accounting professor at the West Virginia University College of Business & Economics in Morgantown, West Virginia.

    "As these companies get bigger, they get more attention, and inconsistencies, anomalies or things that don't make sense may become more apparent," he said.

    Neither Longtop nor Palaschuk returned requests for comment. Deloitte had no immediate comment. SEC spokesman John Nester declined to comment.....

Do click on CNBC other link: accusations of accounting fraud,

On Bloomberg: Deloitte Quits as Auditor of Hong Kong’s Longtop as U.S. SEC Probes Claims

  • Longtop Financial Technologies Ltd. (LFT), a Hong Kong-based maker of financial software, said auditor Deloitte Touche Tohmatsu Ltd. resigned and a U.S. regulator started a probe of the company’s financial reports.

    Longtop, whose 2007 U.S. initial public offering was underwritten by Goldman Sachs Group Inc. (GS) and Deutsche Bank AG (DBK), said Deloitte and Chief Financial Officer Derek Palaschuk resigned because of “falsity of the company’s financial records in relation to cash at bank and loan balances (and possibly in sales revenue)” among other issues, according to a press release today. The U.S. Securities and Exchange Commission informed Longtop that it is investigating matters related to Deloitte’s claims, the company said.

    The probe of Longtop, which has been suspended in New York trading since May 17 as it delayed filing its annual report, represents an expansion of regulatory scrutiny beyond smaller Chinese companies listed in the U.S. by reverse mergers. The SEC launched an investigation last year into the use of reverse takeovers, in which a closely held firm acquires one that’s publicly traded, enabling it to sell shares without the regulatory and investor examination of an IPO.

    “We learned that there’s no such thing as pedigree anymore in the Chinese market,” said Andrew Left, Los Angeles-based founder and owner of Citron Research, who wrote reports questioning Longtop’s financials. “This company had Goldman at their IPO, Deloitte as their auditor, and major firms as their investors. You couldn’t ask for a better structure.”
Quote: falsity of the company’s financial records in relation to cash at bank and loan balances (and possibly in sales revenue)”



Now posted 27 April 2011: Want To Invest In Chinese Stocks Listed Overseas? Read This First!

Let me reproduce the entire article:

On the Financial Edge:

Lessons in handling S-chips for SGX
Written by Leu Siew Ying
Tuesday, 26 April 2011 10:46

Anne Stevenson-Yang wanders into a large conference room in between corporate presentations and meetings during a glitzy investment confab in Shanghai and finds rows of tables manned by representatives from small accounting firms and investor relations outfits hoping to snare Chinese companies seeking overseas listings as their clients. The event is the Rodman & Renshaw Annual China Investment Conference, which was held at Shanghai’s Le Royal Meridien Shanghai last month and was said to have featured 150 presenting companies, a live performance by 1990s R&B band En Vogue and drawn some 1,000 attendees.

US investment bank Rodman & Renshaw was looking to connect Chinese enterprises looking for cash with investors in the US and to facilitate introductions with the various providers of corporate services the enterprises will need as public listed entities in the US. And, despite a string of stories recently of egregious fraud and corporate governance scandals at US-listed Chinese companies that wouldn’t be unfamiliar to investors in Singapore’s S-chips, business was evidently booming.

Stevenson-Yang was at the Shanghai investment conference for a somewhat different reason, though. The managing partner of J Capital Research provides independent research on Chinese companies, which she says are often poorly understood in developed markets. Just weeks before the Shanghai conference, J Capital Research had published a report alleging that Xian-based fertiliser maker China Green Agriculture had been inflating its revenue. Among other things, the report cited discrepancies in revenues reported by the company in the US versus revenues reported by its key operating unit in its filings with China’s authorities. That sparked a steep sell-off in its US-listed shares.

China Green Agriculture, which is already under investigation by the US Securities and Exchange Commission (SEC), later issued a letter to its shareholders, responding point-by-point to the J Capital Research report. Among other things, it said that there are differences in accounting standards in China and the US, and that companies do not reveal all their financial information to China’s authorities for fear of losing their competitive edge if the information were to become public.

Whatever the case, accounting irregularities and corporate governance issues at US-listed China companies are now making investors there as nervous as investors in Singapore are about S-chips. In fact, the spate of bad news prompted SEC commissioner Luis Aguilar to remark that the number of Chinese companies with accounting deficiencies or that are “outright vessels of fraud” seems to be growing.

That’s spurring business for the likes of Stevenson-Yang and J Capital Research, as hedge funds and bear raiders scramble for information about US-listed Chinese companies to take short positions in their shares. Another company benefiting from this negative interest in Chinese companies is Hong Kong-based Muddy Waters Research, a firm founded by US lawyer Carson Block. In November, Muddy Waters published a report on Rino International Corp, alleging that the accounts of the water treatment equipment supplier based in Dalian had “serious flaws”. That sparked an investigation by the SEC and eventually led to the suspension of trading in the company’s shares on April 11.

Then, there is OLP Global LLC, which bills itself as an “alternative” research and consulting firm with a track record of “bridging the information and research gap” between companies and investors. Earlier this year, OLP alleged there were questionable dealings at US-listed ChinaCast Education Corp, but no action has been taken on the company so far. Interestingly, ChinaCast Education was originally listed in Singapore as ChinaCast Communication Holdings. In 2007, it was delisted following its acquisition by a US-listed company called Great Wall Acquisition Corp.

Not all of these firms confine themselves to producing “negative” research on Chinese companies, though. In fact, J Capital Research says it began examining China Green Agriculture because it was initially excited about its prospects. It was only after it looked closely at its business that it discovered what it believes to be evidence of inflated reported revenues. Yet, demand for such negative research is clearly growing, says Stevenson-Yang, because of a “clash of civilisations” when Chinese companies are listed in developed markets.

According to her, analysts and investors in developed markets are incapable of examining Chinese companies properly. Besides differences in accounting and financial reporting standards, companies in China just don’t work the same way as in developed markets. “And, if they list overseas, [China’s] attitude is that what happens there is none of its business as they are regulated by the overseas regulator,” Stevenson-Yang says. That creates a “black hole” that enables unscrupulous promoters to take dodgy Chinese companies public overseas, supported by a host of fly-by-night accounting firms and investor relations outfits, she adds.

To be sure, not all Chinese companies that seek overseas listings are fraudulent
. Yet, the methods that analysts and regulators in developed markets use often aren’t sufficient to separate the ones that are from the ones that aren’t. “Investment bankers and research analysts do not begin with the point of view that the [financial] reports are incorrect,” Stevenson-Yang tells The Edge Singapore. “You don’t assume that people are lying to you.”

Even when Chinese companies are genuine, investors don’t always understand the business ethos in China and they underestimate the potential for things to go wrong after the company is listed. “To a Chinese entrepreneur, IPO capital is just revenue. It’s for the taking and not for building the company,” says Stevenson-Yang. And, if the business performs poorly or begins to fail, some companies have little compunction in fabricating their financial accounts to keep their share prices up and continue raising cash, she adds.

Benefit of ‘negative’ research
Such views might seem fanatically negative in a market like Singapore, where analysts tend to express deeply unenthusiastic sentiment on a stock by simply dropping it from their coverage. Yet, the absence of “negative” research in the local market hasn’t left S-chips any better off than China stocks listed in the US. On the contrary, in recent months, S-chips like China Gaoxian Fibre Fabric Holdings, Hongwei Technology and China Hongxing Sports have crashed and then been quickly suspended after giving investors only scant explanation of what exactly has gone wrong.

Peter Choo, who organised the listing of several S-chips over the past decade, first at DBS Bank and later at Westcomb Securities, a boutique investment bank he founded, says the Singapore market would be better off if the negative research and shorting activity promoted by firms like Muddy Waters and J Capital were more widespread here.

“They are superior to analysts,” he says, noting that some of these firms not only provide information to short-sellers but also take short positions themselves. “They spend a lot of money and time investigating a particular company and they put their money there to short the stock. If they make money, well and good. We must have this kind of community.”

Besides alerting investors to trouble brewing at companies, such firms might also help uncover questionable behaviour by investment banks, accounting companies and investor relations firms. In her report on China Green Agriculture, Stevenson-Yang says the company is surrounded by a cluster of US-based promoters “whose record at best presents weak judgment and at worst could suggest a cross-border collaboration to defraud”.

These US promoters, she says, have worked closely with a group of investors in Shaanxi, one of whom was jailed for four years in China for securities fraud and indicted in the US. Roth Capital, the underwriter of an issue of US$25 million worth of new shares for China Green Agriculture in July 2009, also has a pattern of backing problematic companies, Stevenson-Yang claims. Its clients include Orient Paper, ChinaCast Education, Fuqi International and Harbin Electric, which are alleged to have misrepresented their results.

Stevenson-Yang says the SEC ought to bar reverse takeovers, which appears to be the route that many troubled Chinese companies took to obtain their US listings, and start prosecuting the investment banks, accounting companies and investor relations firms that are colluding with these companies. “It’s not going to get rid of fraudulent companies, but it will reduce their numbers,” she says.

That already seems to be happening now. The SEC established a special unit late last year to investigate reverse takeovers. The probe is reportedly targeting Chinese companies and a web of small investment banks, accounting firms, law firms and investor relations advisers.

Obtaining negative and even incriminating information from a company and its promoters to support a bearish call on its stock is no easy task for an independent analyst, though. Stevenson-Yang says she and her team often rack up costs in the region of US$100,000 (RM299,000) for research on a single company.

With the lack of short-selling activity in Singapore, can analysts who specialise in negative research make money in the local market? How can local investors tell a good S-chip from a bad one? What can the Singapore Exchange do to prevent the slew of accounting irregularities and corporate governance problems at S-chips from poisoning sentiment towards the whole sector and derailing its efforts to turn itself into a capital-raising hub for promising young companies?

Inherently risky
Stock exchanges in the US, UK and across Asia, including SGX, have worked hard over the last few years to attract Chinese companies. Now, shares in these companies trade alongside shares in well-established companies in those markets. Yet, Stevenson-Yang says Chinese companies listed overseas are inherently risky and unsuitable for many investors. In her view, pension funds and mutual funds looking for steady returns should avoid them, because of the high chance of fraud or corporate governance failures.

Indeed, the victims in these cases haven’t just been small mom-and-pop investors but major institutions with the resources to do extensive due diligence
. For instance, private equity firm The Carlyle Group held a 10.9% stake in China Forestry Holdings and a 16.5% stake in China Agritech. Hong Kong regulators suspended trading in China Forestry after its CEO sold a huge block of shares and its auditors uncovered “possible irregularities” in its FY2010 accounts. China Agritech received a delisting notification from Nasdaq on April 12 after a self-professed short-seller, LM Research, called the company a scam and said its factories were all idle.

Even so, few exchanges, bankers and investors are likely to completely avoid Chinese companies because of the tremendous opportunity for growth they offer. “Despite the troubles, we must continue to engage China businesses for obvious reasons,” says Choo. “The benefits of having S-chips outweigh the negatives. No one ever gets full marks or 100% success.”

Investors with the stomach for such risk ought to size up their targets from first principles, rather than rely entirely on their financial reports. As Stevenson-Yang sees it, investors should simply avoid a Chinese company if they have never heard of the products it sells, or if their products have no comparables. She also recommends being wary of companies that keep raising funds, even when their books show they are flush with cash.If a company wants to prove it’s for real, then if they have cash, they have to pay dividends,” she says. Also, watch out for small companies that provide precise earnings forecasts that they then meet without fail, she adds, especially if those companies are using the services of second- or third-tier auditors, investment banks and investor relations firms.

Attorneys at US law firm Robbins Umeda, which is helping shareholders of China Century Dragon Media file a class action suit against the company, advise investors to scrutinise a company’s corporate governance record. That includes its policies and practices on insider trading and related-party transactions. “Good corporate governance, although not foolproof, tends to decrease the likelihood that fraud or insider misconduct will damage a company,” the firm’s attorneys Brian Robbins and Gregory del Gaizo say, in an email response to questions from The Edge Singapore. Large investors can also have their investments monitored by a law firm in order to alert them to corporate misconduct or fraud, they add.

Robbins Umeda says it has handled a dozen cases of irregularities at US-listed Chinese companies so far, and that number is likely to keep rising. “It feels like almost every day that there is an announcement of irregularity at a Chinese company listed on an American exchange,” its attorneys say in their email.

Regulation versus liberalisation
In Singapore, regulators have responded to the surge in reports of irregularities and corporate governance failures over the last few years by demanding higher levels of compliance with the rules. Earlier this year, SGX directed S-chips to beef up their controls and ordered their audit committees to conduct an internal review and file a report by May 31. Bankers and officials at S-chips say SGX has been sending out such notices quietly from time to time, since 2009, when auditors for Fibrechem Technologies found the company was reporting inaccurate cash balances and receivables.

Investment bankers also say that SGX has asked them use private investigators to check the backgrounds of companies they bring to market, and this has now become standard practice. SGX maintains a list of errant directors and it also requests for information on consultants who refer IPO deals. In addition, it requires the professionals involved in an IPO to sign off on the prospectus to ensure they have done thorough due diligence.

What is the result of all these efforts? “There is no gross negligence. I am speaking for everybody, because I have worked with all of them,” says Choo, referring to IPO managers and bankers who are licensed to operate in Singapore. “I think they are all up to the mark. But how can you tell when a boss is unscrupulous?”

Indeed, even as instances of irregularities and corporate governance failures continue to come to light, obtaining and maintaining a listing in Singapore is getting tougher for promising young companies, some market watchers say. A comparison of the thickness of listing prospectuses filed in Singapore versus markets such as London’s AIM and the Australian Securities Exchange is telling.

The latest Catalist prospectuses are 200 to 300 pages long, whereas recent prospectuses lodged with ASX vary from 64 to 220 pages. Meanwhile, companies seeking a listing on AIM only have to submit a form providing rudimentary information that covers not even a dozen pages. AIM’s listing regulations run into a mere 137 pages, while Catalist’s listing rules are contained in 14 chapters with several sections each, not to mention appendices and practice notes.

With the ease of listing, AIM has attracted more than 3,000 companies since it was set up 16 years ago. The companies listed on the market don’t attract much analyst coverage and they don’t stay forever. Yet, it is vibrant enough to keep attracting investors as well as companies looking for capital from around the globe. Some 450 of the 1,174 companies now listed on AIM operate outside the UK, in more than 100 countries. How does AIM regulate these companies? A spokesman for the exchange says companies that flout listing regulations are fined or publicly or privately censured. At worst, they are booted off the board. Cases of fraud are referred to the authorities, the spokesman says.

In Australia, early-stage mining companies are able to obtain listings on ASX with ease, even though they are highly risky and many ultimately fail. Yet, the market has an investor base that accepts such risks. “They intuitively understand the business and they have gone through the learning curve,” says an analyst who covers SGX. That makes ASX a vibrant market for junior mining and natural-resource companies.

“SGX is doing a lot, but I’m not sure more regulation is the answer,” the analyst adds. According to Choo, for a company to obtain and maintain a listing on Catalist is now no less onerous than on the Mainboard. Moreover, the sponsorship system and listing requirements make listing fees expensive on Catalist relative to other exchanges that also target start-up companies, he adds.

Now, some market watchers are suggesting that SGX simply set basic rules to ensure that companies are what they hold themselves out to be, and then spare them the cost of tough regulation.

While that won’t reduce the number of companies failing, it would increase the number of listing aspirants willing to take a chance on a Singapore listing.

Choo says there is a big pool of investors in the region willing to take high risks for potentially high returns and that Singapore now has a window of opportunity to turn itself into the AIM of Asia. “That is the strength of Singapore, but it takes courage to do it. It takes a different mindset.”

Such a mindset might also see the value of having short-sellers and research firms like Muddy Waters and J Capital Research hunting for companies that might not be what they claim and taking them down. Meanwhile, Stevenson-Yang says she is unmoved by the point-by-point rebuttal of her report on China Green Agriculture by the company’s CEO.

“I read his letter and did not see any substantive points.” She insists that she had tried to engage the company while working on her report, but did not get adequate responses to her questions. “I gave them ample time and details to respond to my report and they did not respond. The letter was just hot air,” she says. — The Edge Singapore


This article appeared in The Edge Financial Daily, April 26, 2011.

http://www.theedgemalaysia.com/in-the-financial-daily/185646-lessons-in-handling-s-chips-for-sgx.html

Also posted 17 March 2011: Featured Posting: China Integrated Energy (CBEH): The Latest Alleged Chinese Fraud

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Want To Invest In Chinese Stocks Listed Overseas? Read This First!

On the Financial Edge:

Lessons in handling S-chips for SGX
Written by Leu Siew Ying
Tuesday, 26 April 2011 10:46

Anne Stevenson-Yang wanders into a large conference room in between corporate presentations and meetings during a glitzy investment confab in Shanghai and finds rows of tables manned by representatives from small accounting firms and investor relations outfits hoping to snare Chinese companies seeking overseas listings as their clients. The event is the Rodman & Renshaw Annual China Investment Conference, which was held at Shanghai’s Le Royal Meridien Shanghai last month and was said to have featured 150 presenting companies, a live performance by 1990s R&B band En Vogue and drawn some 1,000 attendees.

US investment bank Rodman & Renshaw was looking to connect Chinese enterprises looking for cash with investors in the US and to facilitate introductions with the various providers of corporate services the enterprises will need as public listed entities in the US. And, despite a string of stories recently of egregious fraud and corporate governance scandals at US-listed Chinese companies that wouldn’t be unfamiliar to investors in Singapore’s S-chips, business was evidently booming.

Stevenson-Yang was at the Shanghai investment conference for a somewhat different reason, though. The managing partner of J Capital Research provides independent research on Chinese companies, which she says are often poorly understood in developed markets. Just weeks before the Shanghai conference, J Capital Research had published a report alleging that Xian-based fertiliser maker China Green Agriculture had been inflating its revenue. Among other things, the report cited discrepancies in revenues reported by the company in the US versus revenues reported by its key operating unit in its filings with China’s authorities. That sparked a steep sell-off in its US-listed shares.

China Green Agriculture, which is already under investigation by the US Securities and Exchange Commission (SEC), later issued a letter to its shareholders, responding point-by-point to the J Capital Research report. Among other things, it said that there are differences in accounting standards in China and the US, and that companies do not reveal all their financial information to China’s authorities for fear of losing their competitive edge if the information were to become public.

Whatever the case, accounting irregularities and corporate governance issues at US-listed China companies are now making investors there as nervous as investors in Singapore are about S-chips. In fact, the spate of bad news prompted SEC commissioner Luis Aguilar to remark that the number of Chinese companies with accounting deficiencies or that are “outright vessels of fraud” seems to be growing.

That’s spurring business for the likes of Stevenson-Yang and J Capital Research, as hedge funds and bear raiders scramble for information about US-listed Chinese companies to take short positions in their shares. Another company benefiting from this negative interest in Chinese companies is Hong Kong-based Muddy Waters Research, a firm founded by US lawyer Carson Block. In November, Muddy Waters published a report on Rino International Corp, alleging that the accounts of the water treatment equipment supplier based in Dalian had “serious flaws”. That sparked an investigation by the SEC and eventually led to the suspension of trading in the company’s shares on April 11.

Then, there is OLP Global LLC, which bills itself as an “alternative” research and consulting firm with a track record of “bridging the information and research gap” between companies and investors. Earlier this year, OLP alleged there were questionable dealings at US-listed ChinaCast Education Corp, but no action has been taken on the company so far. Interestingly, ChinaCast Education was originally listed in Singapore as ChinaCast Communication Holdings. In 2007, it was delisted following its acquisition by a US-listed company called Great Wall Acquisition Corp.

Not all of these firms confine themselves to producing “negative” research on Chinese companies, though. In fact, J Capital Research says it began examining China Green Agriculture because it was initially excited about its prospects. It was only after it looked closely at its business that it discovered what it believes to be evidence of inflated reported revenues. Yet, demand for such negative research is clearly growing, says Stevenson-Yang, because of a “clash of civilisations” when Chinese companies are listed in developed markets.

According to her, analysts and investors in developed markets are incapable of examining Chinese companies properly. Besides differences in accounting and financial reporting standards, companies in China just don’t work the same way as in developed markets. “And, if they list overseas, [China’s] attitude is that what happens there is none of its business as they are regulated by the overseas regulator,” Stevenson-Yang says. That creates a “black hole” that enables unscrupulous promoters to take dodgy Chinese companies public overseas, supported by a host of fly-by-night accounting firms and investor relations outfits, she adds.

To be sure, not all Chinese companies that seek overseas listings are fraudulent
. Yet, the methods that analysts and regulators in developed markets use often aren’t sufficient to separate the ones that are from the ones that aren’t. “Investment bankers and research analysts do not begin with the point of view that the [financial] reports are incorrect,” Stevenson-Yang tells The Edge Singapore. “You don’t assume that people are lying to you.”

Even when Chinese companies are genuine, investors don’t always understand the business ethos in China and they underestimate the potential for things to go wrong after the company is listed. “To a Chinese entrepreneur, IPO capital is just revenue. It’s for the taking and not for building the company,” says Stevenson-Yang. And, if the business performs poorly or begins to fail, some companies have little compunction in fabricating their financial accounts to keep their share prices up and continue raising cash, she adds.

Benefit of ‘negative’ research
Such views might seem fanatically negative in a market like Singapore, where analysts tend to express deeply unenthusiastic sentiment on a stock by simply dropping it from their coverage. Yet, the absence of “negative” research in the local market hasn’t left S-chips any better off than China stocks listed in the US. On the contrary, in recent months, S-chips like China Gaoxian Fibre Fabric Holdings, Hongwei Technology and China Hongxing Sports have crashed and then been quickly suspended after giving investors only scant explanation of what exactly has gone wrong.

Peter Choo, who organised the listing of several S-chips over the past decade, first at DBS Bank and later at Westcomb Securities, a boutique investment bank he founded, says the Singapore market would be better off if the negative research and shorting activity promoted by firms like Muddy Waters and J Capital were more widespread here.

“They are superior to analysts,” he says, noting that some of these firms not only provide information to short-sellers but also take short positions themselves. “They spend a lot of money and time investigating a particular company and they put their money there to short the stock. If they make money, well and good. We must have this kind of community.”

Besides alerting investors to trouble brewing at companies, such firms might also help uncover questionable behaviour by investment banks, accounting companies and investor relations firms. In her report on China Green Agriculture, Stevenson-Yang says the company is surrounded by a cluster of US-based promoters “whose record at best presents weak judgment and at worst could suggest a cross-border collaboration to defraud”.

These US promoters, she says, have worked closely with a group of investors in Shaanxi, one of whom was jailed for four years in China for securities fraud and indicted in the US. Roth Capital, the underwriter of an issue of US$25 million worth of new shares for China Green Agriculture in July 2009, also has a pattern of backing problematic companies, Stevenson-Yang claims. Its clients include Orient Paper, ChinaCast Education, Fuqi International and Harbin Electric, which are alleged to have misrepresented their results.

Stevenson-Yang says the SEC ought to bar reverse takeovers, which appears to be the route that many troubled Chinese companies took to obtain their US listings, and start prosecuting the investment banks, accounting companies and investor relations firms that are colluding with these companies. “It’s not going to get rid of fraudulent companies, but it will reduce their numbers,” she says.

That already seems to be happening now. The SEC established a special unit late last year to investigate reverse takeovers. The probe is reportedly targeting Chinese companies and a web of small investment banks, accounting firms, law firms and investor relations advisers.

Obtaining negative and even incriminating information from a company and its promoters to support a bearish call on its stock is no easy task for an independent analyst, though. Stevenson-Yang says she and her team often rack up costs in the region of US$100,000 (RM299,000) for research on a single company.

With the lack of short-selling activity in Singapore, can analysts who specialise in negative research make money in the local market? How can local investors tell a good S-chip from a bad one? What can the Singapore Exchange do to prevent the slew of accounting irregularities and corporate governance problems at S-chips from poisoning sentiment towards the whole sector and derailing its efforts to turn itself into a capital-raising hub for promising young companies?

Inherently risky
Stock exchanges in the US, UK and across Asia, including SGX, have worked hard over the last few years to attract Chinese companies. Now, shares in these companies trade alongside shares in well-established companies in those markets. Yet, Stevenson-Yang says Chinese companies listed overseas are inherently risky and unsuitable for many investors. In her view, pension funds and mutual funds looking for steady returns should avoid them, because of the high chance of fraud or corporate governance failures.

Indeed, the victims in these cases haven’t just been small mom-and-pop investors but major institutions with the resources to do extensive due diligence
. For instance, private equity firm The Carlyle Group held a 10.9% stake in China Forestry Holdings and a 16.5% stake in China Agritech. Hong Kong regulators suspended trading in China Forestry after its CEO sold a huge block of shares and its auditors uncovered “possible irregularities” in its FY2010 accounts. China Agritech received a delisting notification from Nasdaq on April 12 after a self-professed short-seller, LM Research, called the company a scam and said its factories were all idle.

Even so, few exchanges, bankers and investors are likely to completely avoid Chinese companies because of the tremendous opportunity for growth they offer. “Despite the troubles, we must continue to engage China businesses for obvious reasons,” says Choo. “The benefits of having S-chips outweigh the negatives. No one ever gets full marks or 100% success.”

Investors with the stomach for such risk ought to size up their targets from first principles, rather than rely entirely on their financial reports. As Stevenson-Yang sees it, investors should simply avoid a Chinese company if they have never heard of the products it sells, or if their products have no comparables. She also recommends being wary of companies that keep raising funds, even when their books show they are flush with cash.If a company wants to prove it’s for real, then if they have cash, they have to pay dividends,” she says. Also, watch out for small companies that provide precise earnings forecasts that they then meet without fail, she adds, especially if those companies are using the services of second- or third-tier auditors, investment banks and investor relations firms.

Attorneys at US law firm Robbins Umeda, which is helping shareholders of China Century Dragon Media file a class action suit against the company, advise investors to scrutinise a company’s corporate governance record. That includes its policies and practices on insider trading and related-party transactions. “Good corporate governance, although not foolproof, tends to decrease the likelihood that fraud or insider misconduct will damage a company,” the firm’s attorneys Brian Robbins and Gregory del Gaizo say, in an email response to questions from The Edge Singapore. Large investors can also have their investments monitored by a law firm in order to alert them to corporate misconduct or fraud, they add.

Robbins Umeda says it has handled a dozen cases of irregularities at US-listed Chinese companies so far, and that number is likely to keep rising. “It feels like almost every day that there is an announcement of irregularity at a Chinese company listed on an American exchange,” its attorneys say in their email.

Regulation versus liberalisation
In Singapore, regulators have responded to the surge in reports of irregularities and corporate governance failures over the last few years by demanding higher levels of compliance with the rules. Earlier this year, SGX directed S-chips to beef up their controls and ordered their audit committees to conduct an internal review and file a report by May 31. Bankers and officials at S-chips say SGX has been sending out such notices quietly from time to time, since 2009, when auditors for Fibrechem Technologies found the company was reporting inaccurate cash balances and receivables.

Investment bankers also say that SGX has asked them use private investigators to check the backgrounds of companies they bring to market, and this has now become standard practice. SGX maintains a list of errant directors and it also requests for information on consultants who refer IPO deals. In addition, it requires the professionals involved in an IPO to sign off on the prospectus to ensure they have done thorough due diligence.

What is the result of all these efforts? “There is no gross negligence. I am speaking for everybody, because I have worked with all of them,” says Choo, referring to IPO managers and bankers who are licensed to operate in Singapore. “I think they are all up to the mark. But how can you tell when a boss is unscrupulous?”

Indeed, even as instances of irregularities and corporate governance failures continue to come to light, obtaining and maintaining a listing in Singapore is getting tougher for promising young companies, some market watchers say. A comparison of the thickness of listing prospectuses filed in Singapore versus markets such as London’s AIM and the Australian Securities Exchange is telling.

The latest Catalist prospectuses are 200 to 300 pages long, whereas recent prospectuses lodged with ASX vary from 64 to 220 pages. Meanwhile, companies seeking a listing on AIM only have to submit a form providing rudimentary information that covers not even a dozen pages. AIM’s listing regulations run into a mere 137 pages, while Catalist’s listing rules are contained in 14 chapters with several sections each, not to mention appendices and practice notes.

With the ease of listing, AIM has attracted more than 3,000 companies since it was set up 16 years ago. The companies listed on the market don’t attract much analyst coverage and they don’t stay forever. Yet, it is vibrant enough to keep attracting investors as well as companies looking for capital from around the globe. Some 450 of the 1,174 companies now listed on AIM operate outside the UK, in more than 100 countries. How does AIM regulate these companies? A spokesman for the exchange says companies that flout listing regulations are fined or publicly or privately censured. At worst, they are booted off the board. Cases of fraud are referred to the authorities, the spokesman says.

In Australia, early-stage mining companies are able to obtain listings on ASX with ease, even though they are highly risky and many ultimately fail. Yet, the market has an investor base that accepts such risks. “They intuitively understand the business and they have gone through the learning curve,” says an analyst who covers SGX. That makes ASX a vibrant market for junior mining and natural-resource companies.

“SGX is doing a lot, but I’m not sure more regulation is the answer,” the analyst adds. According to Choo, for a company to obtain and maintain a listing on Catalist is now no less onerous than on the Mainboard. Moreover, the sponsorship system and listing requirements make listing fees expensive on Catalist relative to other exchanges that also target start-up companies, he adds.

Now, some market watchers are suggesting that SGX simply set basic rules to ensure that companies are what they hold themselves out to be, and then spare them the cost of tough regulation.

While that won’t reduce the number of companies failing, it would increase the number of listing aspirants willing to take a chance on a Singapore listing.

Choo says there is a big pool of investors in the region willing to take high risks for potentially high returns and that Singapore now has a window of opportunity to turn itself into the AIM of Asia. “That is the strength of Singapore, but it takes courage to do it. It takes a different mindset.”

Such a mindset might also see the value of having short-sellers and research firms like Muddy Waters and J Capital Research hunting for companies that might not be what they claim and taking them down. Meanwhile, Stevenson-Yang says she is unmoved by the point-by-point rebuttal of her report on China Green Agriculture by the company’s CEO.

“I read his letter and did not see any substantive points.” She insists that she had tried to engage the company while working on her report, but did not get adequate responses to her questions. “I gave them ample time and details to respond to my report and they did not respond. The letter was just hot air,” she says. — The Edge Singapore


This article appeared in The Edge Financial Daily, April 26, 2011.

http://www.theedgemalaysia.com/in-the-financial-daily/185646-lessons-in-handling-s-chips-for-sgx.html

You might want to read this: Featured Posting: China Integrated Energy (CBEH): The Latest Alleged Chinese Fraud

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Featured Posting: China Integrated Energy (CBEH): The Latest Alleged Chinese Fraud

On ZH: China Integrated Energy (CBEH): The Latest Alleged Chinese Fraud (With A True Value Of $0.76/Share) I will add in some comments in green bold.

  • Another day, another alleged Chinese fraud emerges. Considering the track record of the Zero Hedge predicted cottage industry at exposing frauds such as RINO, CCME and CAGC, all of which are likely now halted in perpetuity, (much to the chagrin of their corrupt, idiot sellside analysts) here is the latest candidate for very careful diligence: China Integrated Energy (NASDAQ:CBEH), previously mentioned here when we discussed the clients of potentially compromised auditor Sherb. From the Sinclair Upton Research thesis: "In this report, we present irrefutable evidence that China Integrated Energy (NASDAQ: CBEH) is 1) transferring company funds to management insiders through fraudulent sham acquisitions and 2) fabricating its SEC financial statements. CBEH has transferred at least $35 million dollars of company cash by making acquisitions of shell companies owned by Gao Bo, who is the firstborn son of the CBEH’s CEO, Gao Xincheng. Given that the company has made over $134 million dollars in acquisitions and lease “prepayments”, our research has uncovered only a small fraction of the total amount being stolen from shareholders. There is also strong evidence that the financial results of all three segments of the company, refined products distribution, biodiesel, and gas stations, are overstated or even fictitious. The true value of CBEH is likely to be no more than $0.76/share, equal to the $37 million raised in recent secondary offerings, if the cash has not already been funneled out to related parties under the guise of even more acquisitions, gas station leases, and capital expenditures."

I found the report posted on ZH to be very interesting.

Page 6: How CBEH raised money.


Raising Capital

They key to discovering financial fraud is to follow the money – where it comes from, and where it goes. For CBEH, the money comes from U.S. investors. Since 2007, the company has raised a total of $85 million in private placements, or PIPE deals. This sum does not count the proceeds from exercise of 8.5 million in outstanding warrants, which would bring another $41 million into the company’s coffers.

Once the cash is successfully transferred from the U.S. into China, CBEH claims to use the money for acquisitions, prepayment of gas station leases, and construction of additional biodiesel facilities.

As of September 30, 2010, the company supposedly had $79.7 million of cash on its balance sheet.

Despite generating $38.5 million in net income and $35.6 million in operating cash flow in the first 9 months of 2010, the company decided to issue a total of $37.4 million worth of new shares in December 2010. If CBEH is as profitable as it claims, does not need to dilute shareholders at an irrationally low valuation of 6.1 times net income. ( Me: Interesting note eh? CBEH claimed to be profitable but yet it continued to raise more money in Dec 2010! )

With tens of millions of dollars flowing through the hands of management, we can only imagine how tempting it is for them to help themselves to some of it. In the following section we reveal the most egregious acquisitions, supposedly made with best intentions of shareholders, but in reality designed to transfer cash out of the company to family insiders directly related to CBEH management.

Me: The questionable acquisitions...!!




Chongqing Tianrun Energy Development Co., Ltd. (重庆天润能源开发有限公司), was 52.50% owned by Gao Bo (高博), the son of CBEH’s CEO, and Gao Jiankang (高健康), prior to being purchased by CBEH for $16.5 million

On October 18, 2010 CBEH purchased Chongqing Tianrun for $16.5 million in cash, by acquiring the holding company of Chongqing Tianrun, Chongqing Huaneng Recycling Chongqing Huaneng Recycling for Old and Waste Materials Co., Ltd. Chongqing Tianrun is supposedly owns 50,000 ton/year biodiesel facilities.

Our investigations into the true ownership of Chongqing Tianrun, as stated on AIC filings, show that Gao Jiankang has been chairman of the company since 2006, and as of 2009 October Gao Bo owned 52.50% of the company. Other named individual shareholders are Zhao Shenglu at 6.00%, Liao Xiadong at 4.95%, and 14 other people with 36.55%.

On the next page...

Why did CBEH deliberately misrepresent the true equity owners of Chongqing Huaneng and Chongqing Tianrun, unless they are hiding the truth that the transactions are not legitimate?

Shenmu County Erlingtu Hongtu Oil Material Co., Ltd. (神木县尔林兔宏图油料有限责任公司), was 80.00% owned by Gao Bo (高博) before being purchased by CBEH for $9.1 million

On October 19, 2010, CBEH purchased the Shenmu County gas station for 61 million RMB, or $9.1 million USD. According to the company’s supposed Equity Transfer Agreement, on exhibit 10.1 of the 8-K filed on 11/2/10, the selling shareholder and legal representative of Shenmu County was Lu Wenhua (卢 文华).

However, just as in the Chongqing Tianrun acquisition, we find that CBEH has misrepresented the true owners of Shenmu County, which was 80% owned by Gao Bo (高博) and 20% owned by Song Yongsheng (宋永生). In fact, just a single day before the acquisition, on October 18, 2010, the legal shareholders and representative of Shenmu County was changed to Gao Bo and Song Yongsheng.

The report continues.....

These CBEH transactions yielded a huge payday for Gao Bo, who “coincidentally” was the majority equity owner of two separate companies in two different regions of China, in two different industries (biodiesel and gas stations), that were bought out by CBEH in the very same week. Mr. Gao received personal sale proceeds of over $15 million in cash, courtesy of CBEH shareholders.

Even if CBEH argues that Gao Bo and Gao Jiankang became equity owners of the acquired companies after the acquisition, and not before, it still boggles the mind why the named shareholders of Chongqing Tianrun and Shenmu County is not listed as Xi’an Baorun Industrial Development Co., Ltd, but individual people. If Xi’an Baorun really owns the companies they acquired, why aren’t they listed as the legal shareholders in the AIC filings

Where's the profits as claimed?




CBEH management has claimed that the Chongqing Tianrun biodiesel facility with capacity of 50,000 tons/year will generate $32 million in revenue and $10 million in net income in 2011. We believe that their projection is highly exaggerated. In reality, the AIC financials for Chongqing Tianrun show 2009 revenue of $1.5 million, a net loss of -$420,000, and total assets of $4.36 million, of which only $790,000 is property, plant and equipment. Given that CBEH recorded over $8 million in PP&E on its supposed 100,000 tons/year facility in Tongchuan City (which we also believe has exaggerated results), we question why CBEH is spending $16.5 million on an unprofitable, tiny company with less than $1 million in real assets.

Where is the MOOLAH??? (page 19) Now this section is rather interesting. We have here a Chinese company who claims to be rich but does not seem to earn much interest from the tons of money it said to have!!!!



We doubt that the $79.6 million cash on the balance sheet actually exists

According to the company’s 2010 3Q 10-Q, ending 9/30/10, CBEH supposedly had $79.6 million in company bank accounts in China. During the first 9 months of 2010, the company claimed to have an average cash balance of $60 million. During 2009 and 2008, they claimed to have an average of $45 million and $29 million in spare cash in bank accounts.

If the cash truly is in company bank accounts, why hasn’t CBEH reported ANY interest income in ANY financial statements from 2008 onwards? There is not even a line for interest income on the 2008 through 2010 income statements, so the company cannot even say that interest income is being netted against interest expense. Either the company earns a 0.00% interest rate on tens of millions of dollars, which we think is highly unlikely, or that the cash does not exist in company bank accounts. We believe that there is over $2.5 million in missing interest income that should have been reported in the financials if the cash is really there.

Do read the rest of the report for it's certainly extremely interesting.

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How Much Fine For Cooking Your Books? Part IV

This one?

In Chinese, if I am not mistaken, it says 'Big Pan'!

  • Directors jailed, fined over Suremax share manipulation
    Written by Financial Daily
    Thursday, 13 January 2011 14:23

    KUALA LUMPUR: The Kuala Lumpur Sessions Court yesterday sentenced Datuk Phillip Wong Chee Kheong and Francis Bun Lit Chun to 24 months’ imprisonment and a fine of RM3 million (in default six months’ imprisonment) and three months’ imprisonment and a fine of RM2 million (in default six months’ imprisonment) respectively for their involvement in the manipulation of Suremax Group Bhd shares.

    Judge Komathy SM Suppiah said: “The court has to set imprisonment terms as the new benchmark in securities cases. The securities market should be real and genuine. Market manipulation is a serious offence affecting the confidence of investors and thus an imprisonment sentence should be meted out.”

    In a statement issued yesterday, the Securities Commission (SC) said that on Jan 7, 2011, Wong, 48, and Bun, 41, were convicted under s84(1) of the SIA for creating a misleading appearance of active trading in shares of Suremax by trading in nine accounts without any change in the beneficial ownership of the shares on the stock exchange. They had been charged on Oct 25, 2005 with 38 witnesses called by the prosecution. Both accused testified when their defence was called.

    The SC stated that it would take whatever action necessary to protect investors and to maintain a fair and orderly capital market.

    “We will continue to proactively pursue market misconduct cases because such activities severely undermine investor confidence and tarnish the reputation of the Malaysian capital market,” it said.


    This article appeared in The Edge Financial Daily, January 13, 2011.

Err... "a fine of RM3 million (in default six months’ imprisonment) and three months’ imprisonment and a fine of RM2 million (in default six months’ imprisonment) "

Err... errr ...... liddis also can ah??????????????

So how brown cow?

Anyway, me still confuse hor.

The other case. The Mems case. How Much Fine For Cooking Your Books? Part III

  • MEMS was to rectify the financial statements by excluding RM49.183 million from its revenue for all the three financial statements.

    The basis of the SC's directive was that the amount was derived from transactions that never took place in the respective financial years and period.

Because of these transactions that NEVER took place, Mems were rated as a high growth stock, yes?

Wasn't that NOT the case?

And because it was deemed such a growth stock, the market valued MEMS favourably.

yeah... Mems were worth some 512 million plus!

And then.... now.... today... we learn these so-called transactions never took place.

(ps. recording transactions that never took place, this one serious or not serious? )

Eerrr.... how much the fine?

  • a six-month imprisonment term and a fine of RM300,000 each!!

Err...

Errrrrrrrrrrrrrrrrrr ......

How ah?

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