Powered by Blogger.

Home

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

At Long Last, SC Takes Action Against Kosmo MD

Tuesday, June 7, 2011

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!!!

Read more...

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

Monday, May 23, 2011

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

Read more...

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

Tuesday, April 26, 2011

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

Read more...

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

Wednesday, March 16, 2011

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.

Read more...

How Much Fine For Cooking Your Books? Part IV

Thursday, January 13, 2011

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?

Read more...

How Much Fine For Cooking Your Books? Part III

Tuesday, January 11, 2011

On today's Business Times:

  • Heavier sentence for 2 ex-MEMS directors

    Published: 2011/01/12

    THE High Court has allowed the Securities Commission Malaysia’s (SC) appeal against the Sessions Court’s sentence of RM300,000 fine each on the former directors of MEMS Technology Bhd, Ooi Boon Leong and Tan Yeow Teck.

    The High Court retained the Sessions Court’s original fine and enhanced the sentence with a six-month imprisonment term each following the appeal by SC for a higher sentence in view of the severity of the offence.

    In February last year, Ooi and Tan, had pleaded guilty before the Sessions Court and were fined RM300,000 each for authorising the furnishing of misleading information to Bursa. — Bernama

Only a six-month imprisonment?

Posted 9th Oct 2010: Lack Of Punishment For Corporate Crimes!

  • And then the fiasco!

    I could be wrong but I felt it was important because Mems Technology was highly regarded by the local brokerage houses. All of them gave the stock a high recommendation.
    In the posting MEMS Told To Correct Its Financial Statements!, I noted that ".. by overstating its earnings by a mere 8 million, based on market capital, Mems managed to value itself 531 million. ". Mems on the date of that posting, on 28th Oct 2009, has a market capital of a mere 42 million!"

30th June 2010: Have You Taken A Look At MEMS lately?

  • 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.

Transactions that NEVER took place!

YES! That bad!

Insane isn't it?

All one need to do is add in sales transactions that NEVER existed and the stock market will value your company by some extra 500 million!

500 million!

And your fine?

300,000 fine and a 6 month jail term?

Is that enough?????

See also: How Much Fine For Cooking Your Books? and How Much Fine For Cooking Your Books? Part II

Read more...

How Much Fine For Cooking Your Books? Part II

Friday, October 29, 2010

On today's Star Business:

From the first article...

  • To illustrate the matter, consider these cases. Former director of Fountain View Development Bhd, Datuk Chin Chan Leong was fined RM1.3mil in default of 13 months’ jail and only one day in prison for manipulating the share price of Fountain View seven years before. During the period of the alleged stock manipulation, Fountain View’s shares shot up from RM1.99 a piece to hit a high of RM6.15, raising its market capitalisation from RM885mil to RM2.73bil at that time.

Oh yeah... that Fountain View! This was blogged on 7 Feb 2010: Fountain View's Share Manipulators Caught And Fined!

Let me reproduce...

----------------

On Business Times:


  • Fountain View ex-director, ex-remisier fined

    Published: 2010/02/06

    FORMER director of Fountain View Development Bhd, Datuk Chin Chan Leong, was fined RM1.3 million or in default of 13 months' jail as well as sentenced to serve one day in prison for manipulating the share price of the company seven years ago.

    Chin pleaded guilty yesterday to the offence committed between November 18 2003 and January 20 2004 for creating a misleading appearance of active trading of Fountain View shares on Bursa Malaysia through at least 20 CDS accounts.

    These accounts were beneficially owned by the accused through the companies that Chin controlled.

    Hiew Yoke Lan, a former Avenue Securities Sdn Bhd remisier, was also fined RM1 million or 10 months default jail sentence for abetting Chin in the offence. Hiew was responsible for executing and relaying orders for the sale and purchase of the shares during the material time to various stockbroking firms.

    In a statement issued yesterday, the Securities Commission (SC) said this is the second conviction for market manipulation which it has successfully prosecuted.

    The regulator said it has been proactively pursuing this and other market misconduct cases such as manipulation, market rigging and insider trading because such activities severely undermines investor confidence and tarnishes the reputation of the Malaysian capital market.

I remember this one.

Anyway, let's have an idea on what happened. "A misleading appearance of active trading of Fountain View shares on Bursa Malaysia through at least 20 CDS accounts".

The offence was committed between November 18 2003 and January 20 2004.

From yahoo finance, these are the historical stock prices I am looking at for Fountain View.

http://finance.yahoo.com/q/hp?s=6335.KL&a=10&b=18&c=2003&d=00&e=20&f=2004&g=d

During this period, Fountain View had a low of 1.99 and a high of 6.15!!!!

And here is the nice handy work.


Now consider this also. Fountain View has 444.940 million shares. Currently, Fountain View is suspended at 22 sen. At 22 sen, Fountain View carried a market cap of 97.8 million.

Back in Nov 2003, at a low of 1.99, Fountain View carried a market cap of 885 million.

And at the peak of this share manipulation of around 6.15, Fountain View carried a market cap of 2.73 billion!!!

Which meant that some 1.845 billion in market cap was created via the share manipulation!

How?

The fine today is only 1.3 million!!!!!!!!!!!!

Yeah, I did blog on Fountain View before. See That Fountain View Again.

Let me side track a bit. Do you know that back on 14 Feb 2004, there was this news clip involving Fountain View.

  • Fountain View in talks to buy Kurnia Setia stake

    BY JOSE BARROCK

    FOUNTAIN View Development Bhd is eyeing a stake in plantation counter Kurnia Setia Bhd. It is believed that talks between both parties have just commenced and therefore, details are not forthcoming.

    Kurnia Setia – a little known main board plantation counter with a market capitalisation of only about RM69.32 million – has some 11,522 ha of oil palm and rubber plantation, and is controlled by the Agricultural Development Board of Pahang with a 45.41 per cent stake in the company.

    It is believed that Fountain View Development is looking to increase its presence in the plantation business, especially in oil palm cultivation, capitalising on high crude palm oil (CPO) prices to boost its earnings. The company has been suffering losses since financial years 2001 and 2002.

    The financial year just ended may not bring much cheer to Fountain View Development shareholders as well.
    The company, for the nine months ended September 2003, posted a net loss of RM3.84 million on the back of RM56.32 million in sales.

    CPO prices have been on an upward trend since September last year, gaining some 35 per cent to close at RM1,892.50 on Thursday.

    “The problem is with the company's property development arm which is based in Johor. A focus on plantations will boost earnings, especially with the current high CPO prices,”
    the source says.

    Fountain View has about 11, 570 ha of plantation land, of which almost 70 per cent is cultivated with oil palm while the remaining are planted with rubber and cocoa. Previously known as Plantation and Development (Malaysia) Bhd, Fountain View was a PN4 counter.
    Under a restructuring scheme, Plantation and Development became a wholly owned subsidiary of Fountain View after a share swap, capital reduction exercise, issuing of irredeemable convertible unsecured loan stocks and debt compromise.
    News of Fountain View's interest in Kurnia Setia has yet to hit the market. Kurnia Setia shares closed at RM1.11, down three sen from its close on Wednesday. It hit its 52-week high of RM1.25 on Dec 8 last year while its low of 63 sen was on Feb 27 last year.

    Fountain View shares have risen six fold, since listing at RM1 on Nov 18 last year. The counter closed at RM5.80 on Thursday.

And this was Fountain's reply to Bursa in 2004: ARTICLE ENTITLED : "Fountain View in talks to buy Kurnia Setia Stake"

  • The Board of Directors wish to inform that the Company has never been involved in any talks to acquire a stake in Kurnia Setia Berhad and as such wish to deny the following statement :

And which company benefited from such news article? See the jump in Kurnia Setia after such news reporting:

http://finance.yahoo.com/q/hp?s=5193.KL&a=01&b=10&c=2004&d=01&e=20&f=2004&g=d





See the jump in volume and share price for Kurnia Setia? Nice eh? The power of the press using words like 'it is believed' and 'according to sources'.

read rest here: Fountain View's Share Manipulators Caught And Fined!

------------------------

And in another blog posting: 29 March 2007: That Fountain View Again.

>>>>>>>>>>>

Saw this news article: Fountain View, directors reprimanded

I've added some comments in green bold

  • By Azlan Abu Bakar
    alan@nstp.com.my

    March 29 2007

    FOUNTAIN View Development Bhd and its directors have been publicly reprimanded by Bursa Malaysia Securities Bhd for breaches of several listing requirements.

    Among those reprimanded were non-executive chairman Datuk Dr Ir Abdul Rashid Maidi and former non-executive chairman Datuk Miskon @ Miskam Setera @ Sutero, who had resigned in June 2004.

    Bursa Malaysia said Fountain View had failed to take into account adjustments made by the company in its fourth quarterly report for the financial year ended December 31 2005.

    In that financial year, the company had reported an unaudited loss after tax and minority interest of RM5.36 million,
    compared to an audited net loss of RM68.48 million in the annual audited accounts. (WOW!!!!! 5.36 million and rm68.48 million is a lot, isn't it? Really!!!! What if there is the issue of intent???)

    The difference of RM63.12 million represents a 1,176.8 per cent deviation.

    Fountain View was also found to have breached the listing rules in respect of payments of RM27.98 million made to Bizvista Success Sdn Bhd during the period of February 10 to April 5 2004.

    The payments were made on behalf of Wright Mart Sdn Bhd and Burke Greenville Sdn Bhd prior to its directors' approval for the proposed subscription of Wright and Burke on May 26 2004.

    Its directors were reprimanded, among others, for failure to ensure that the advances to a contractor (Matrix Home Sdn Bhd) amounting to RM31.066 million in relation to a property development project in Alam Mutiara were fair and reasonable to Fountain View and not to the detriment of the company and its shareholders.

    Bursa Malaysia said the penalties were imposed after taking into consideration all circumstances of the matter and upon completion of due process.

    The directors were fined between RM2,500 and RM500,000 respectively.
Seriously only fined between rm2,500 amd rm500,000???

How can?

Remember: The difference of RM63.12 million represents a 1,176.8 per cent deviation.

Read rest : That Fountain View Again.

----------------

The Star Business article then talks about Welli and Pancaran Ikrab.

  • More recently, two former board members of Welli Multi Corp Bhd, a food manufacturer, were convicted of falsely reporting sales in the company’s audited financial statements. They were sentenced each to one-day jail and a fine of RM400,000 in default of one-year jail. Also a former director of a de-listed company, Pancaran Ikrab, was also jailed one day and fined RM2mil after being convicted of fraud involving millions

Welli was highlighted on this blog in 2008: Welli: Charged with Cooking Their Books

And earlier this month: How Much Fine For Cooking Your Books?

18th Feb 2008, on Business Times

  • SC may take legal action against parties involved

    By Francis Fernandez Published: 2008/02/18

    The regulator says the probe into the issuance of Welli Multi's 2005 and 2006 financial reports that contained false information is in the advanced stages


    THE Securities Commission (SC) may take legal action against those who cooked the books at Welli Multi Corp Bhd.

    An SC spokesperson said that the regulator does not consider the matter closed just because Welli re-issued its financial reports.

    "Investigations into the parties responsible for the issuance of the company's 2005 and 2006 financial reports that contained false information are in the advanced stages.

    "Appropriate enforcement action will be decided upon completion of the investigations," the SC spokes-person wrote in an e-mail to Business Times.

    It is understood that initial investigation revealed a number of bankers acceptance notes were issued by the company to "questionable" companies.

    Last June, Welli was told to withhold releasing quarterly accounts and the annual audited accounts for the period to March 31 2007. This was to verify the authenticity and recoverability of some RM113 million worth of trade receivables.

    The Penang-based palm kernel processor, listed on the second board, was instructed to rectify and re-issue its accounts.

    Last Friday, Welli re-issued its accounts up to the period ended December 31 2006, reporting a net loss of RM17.61 million.

    Net assets per share for the period under review stood at 50 sen a share versus 70 sen a share before.

    It has until March 15 to issue financial accounts for the remaining quarters.

    Welli's managing director Datuk Abdul Ghani Ali Kadir told Business Times that he had been interviewed by the SC, but he declined to speculate on their intentions.

    Abdul Ghani, who was appointed as executive chairman and managing director of Welli in September, is not being investigated.

    In November, Abdul Ghani bought 16.06 per cent of the company from controlling stakeholders, the Ang brothers, who represented the interest of Ang Sun Beng, Ang Soon An and Ang Sun Tiong

    Abdul Ghani, who is currently in South Korea, is heading a team to "rescue" Welli from its current predicament.

    "I believe in the business. It is in a very good industry, but we will have to tweak the operations and have proper check and balance mechanism in place," said Abdul Ghani.

16th April 2008, on Business Times:

  • Charged with cooking books

    Published: 2008/04/16

    The Securities Commission says two former Welli Multi directors, the Ang brothers, falsified company accounts in the 2005 annual report and quarterly reports for 2006

    THE Securities Commission has charged two former directors of Welli Multi Corp Bhd with falsifying company accounts, about 10 months after it first took action against the palm kernel crusher.

    The regulator has sued Ang Sun Beng, 62, the former managing director of Welli and his younger brother Ang Soon An, 58, who was also a former executive director.

    "Upon conviction, the accused persons are liable to a fine not exceeding RM3 million or to imprisonment for a term not exceeding 10 years, or both," the SC said in a statement released yesterday.

    They were charged with falsifying accounts in its 2005 annual report where Welli posted a revenue of RM573 million and a net profit of RM5 million.

    They were also charged with manipulating the numbers for the first three quarters of fiscal 2006, which ends on December 31.

    In addition, the SC has fined Welli's former executive director and chief executive officer, Tan Chin Han, RM100,000 for authorising the submission of the 2006 third quarter accounts.

    The Ang brothers have claimed trial to the charges.

    Judge Rozana Ali Yusoff imposed bail of RM150,000 with one surety on each of them and ordered them to surrender their travel documents. She fixed May 9 for mention.

    In February, the SC told the Business Times that it may take legal action against those who cooked the books at Welli. It had said that investigation was at an advanced stage.

    Initial investigations revealed a number of bankers acceptance notes were issued by the company to "questionable" companies.

    In June 2007, Welli was told to withhold releasing quarterly accounts and the annual audited accounts for the period to March 31 2007.

    This was to verify the authenticity and recoverability of some RM113 million worth of trade receivables.

    The Penang-based palm kernel processor, listed on the second board, was instructed to rectify and re-issue its accounts.

    Welli then re-issued its accounts up to the period ended December 31 2006 in February this year, reporting a net loss of RM17.61 million.

This is the Star Business version: SC queried Welli over unusual market activities

  • PETALING JAYA: Welli Multi Corp Bhd, whose former managing director (MD) and executive director (ED) were charged yesterday for providing false information to the regulators, had been queried by the Securities Commission (SC) several times over the unusual market activities and its string of proposed acquisitions.

    Following the SC’s move to charge former MD Ang Sun Beng and ED Ang Soon An, the company issued a statement saying that the brothers ceased to be directors on April 9 and Nov 22 last year respectively.

    Welli said the brothers had also ceased to be substantial shareholders since March 26.

    The company had on several occasions sought Bursa approval for time extensions to release its financial results. It had on Dec 6, 2006, sought to delay the release of the financial results for the quarter ended Sept 30, 2006. When it released the results on Feb 28, 2007, it reported a net profit of RM375,000. However, when the results were revised and released on Feb 15 this year, there was a net loss of RM5.01mil instead

    Welli had also sought extensions to submit the reports for the quarters ended June 30, 2007; Sept 30, 2007; and Dec 31, 2007. It also sought for delays in submitting the audited financial statements for the period ended March 31, 2007.

    However, on April 8 this year, Bursa rejected all the extensions.

    Last year, while Welli was delaying the release of its results, its share price saw heavy speculative trading from May to June. The stock surged from 92.5 sen on May 16 last year to RM3.32 on May 29, a whopping 258%.

    On May 18, in response to a Bursa query, Welli said it was in discussion with a food company for a possible tie-up to expand and grow its businesses. This announcement sent the share price rallying, prompting a warning from Bursa on May 22 that it would not hesitate to take appropriate regulatory action to ensure fair and orderly trading of Welli shares after the run-up in the share price.

    It hit a 52-week high of RM3.32 on May 29 before tumbling to RM1.11 on June 3. On June 26, the SC ordered the company to withhold the release of its results as the authority had received information questioning the authenticity and recoverability of 84% or RM113mil of its trade receivables of RM135mil as at Dec 31, 2005.

    Welli is involved in processing copra and palm kernel, foodstuff and also provided computer software consultancy services. Over the past two years, it had also announced a string of deals, ranging from a plan to build the world’s largest, state-of-the-art halal gelatine plant, which was later dropped.

    It also announced in July last year that it had entered into a heads of agreement with the government of Inner Mongolia to develop halal beef and major infrastructure like mining, toll roads and power generation.

    It also said it would acquire a stake in China’s Chi Feng Dadi Basic Industry Co Ltd, which is listed on the Shenzen Stock Exchange.

    It closed 0.5 sen lower to 30.5 sen yesterday.

So the brothers ceased to be shareholders since March 28th. (Anyone interested in doing the audit in how much they got from disposing their shares? Check Bursa links below)

Remember in 2008, SC made the following statement:

  • "Upon conviction, the accused persons are liable to a fine not exceeding RM3 million or to imprisonment for a term not exceeding 10 years, or both," the SC said in a statement released yesterday.

On today's Business Times.... judgement day.

  • 2 former Welli directors convicted

    Published: 2010/10/12

    WELLI Multi Corp Bhd former managing director Ang Sun Beng and former executive director Ang Soon An were convicted in the Kuala Lumpur sessions court yesterday for furnishing the Securities Commission with misleading sales information.

    In a statement yesterday, the SC said both executives had furnished RM141 million in fictitious sales in its audited financial statement for the year ended December 2005.

So how much were they fined?

  • At the Sessions Court yesterday, judge Rozana Ali Yusof sentenced each of the accused to one day’s jail and a fine of RM400,000 in default of one-year imprisonment.

One day's jail and a fine of RM 400,000!

They cannot be serious!? Can they?

Posted on Saturday: Lack Of Punishment For Corporate Crimes!

On Star Business: Too little punishment for too much

Several points to highlight:

  • Now, the scale of the offence becomes much clearer. Ngu used RM15.5mil to finance his purchase of shares in Pancaran Ikrab and caused RM37mil to be transferred out of the company, making in all a massive RM52.5mil.
    And all he got was a day’s jail and a fine of RM2mil. Why? And there was nothing said about restitution or return of the monies.

A day jail and a fine of 2 million for an offence worth rm 52.5 million???

Sigh!

With punishments like these, would we ever see the end of corporate crimes? Yeah, how are we going to stop corporate crimes?

Star Business had a slightly longer coverage: Former Welli Multi directors convicted

  • Brothers jailed one day and fined for false reports

    PETALING JAYA: Two former board members of Welli Multi Corp Bhd, a food manufacturer, was convicted by the Kuala Lumpur Sessions Court yesterday for falsely reporting sales in the company’s audited financial statement for the year ended Dec 31, 2005.

    Judge Rozana Ali Yusof sentenced each of the accused, who are brothers, to one day jail and a fine of RM400,000 in default of one year imprisonment.

    The brothers pleaded guilty to the charges and were convicted under the Securities Industry Act 1983 together with three other charges that were taken into consideration in the sentencing.

    The Securities Commission (SC) said in a press release that the two, Ang Sun Beng, 64, a former managing director of the company, and Ang Soon An, 60, a former executive director and member of Welli Multi’s audit committee, had furnished misleading reports which consisted of over RM141mil in fictitious sales for that financial year.

    “The misleading statement which was released to the market, made a significant impact on the market price of the company,” the SC said.

    It added that the company’s share price dropped 43% after news of the statement became known to the public in 2008 following a restated financial statement for 2005.

    Welli Multi was then listed on the second board of Bursa Malaysia but changed its name to Energreen Corp Bhd in November 2008.

    Energreen was delisted from the stock exchange on Aug 17, 2009 after Bursa Securities found that the company’s financial condition and level of operations did not warrant continued trading or listing





-------------------

Here's two interesting articles in 2007.

From the Edge:
  • 8 Oct 2007: Corporate: What's going on, Welli?
    By Cindy Yeap

    If anything, investors scoot at the mere mention of "accounting irregularities". Another phrase that elicits similar behaviour is "suspect receivables", especially after what auditors unearthed at Transmile Group Bhd.

    Yet, it seems, investors have made an exception of Welli Multi Corp Bhd. Its share price has held firm over the last three months although the Securities Commission (SC) is investigating the authenticity of RM113 million or 84% of its RM135 million trade receivables for FY2005. This works out to RM1.31 per share.

    Also ignored is the fact that Welli's CEO resigned in the middle of last month after less than four months in the post. Then, there's the fact that Welli has not presented its unaudited quarterly accounts for four quarters (the last unaudited results it released were for the quarter ended Sept 30, 2006) as well as last year's audited accounts. Its reason? There was a fire in its administration department last November.

    Amazingly, there was a spike in the stock's price and volume early last week. The counter rose 17.5 sen or 18% to RM1.14 last Tuesday, with 22.5 million shares traded.

    An SC spokesperson tells The Edge that Welli had until last Friday to reply to a show-cause letter sent to the company "with regard to the discrepancies in its financial statement for the year ended Dec 31, 2005, and quarterly reports for March 31, 2006, June 30, 2006 and Sept 30, 2006".

    "The SC's investigation into Welli Multi Corp is ongoing… Other actions against the company may follow, depending on the outcome of our ongoing investigation," the spokesperson adds.

    The credibility of Welli's books is not the only thing in question here. While the SC had the foresight in June to bar the company from issuing any other financial statements until the regulator had ascertained previous numbers were accurate, that order has not stopped potentially misleading information from being disseminated. At the same time, there has been a slew of board changes at Welli.

    Let's not even go into the number of HoAs (heads of agreement) and MoUs (memorandums of understanding) that have been signed over the past few months, and the rather "suggestive" statements that found their way to the local press. An example: Hadhari Cattle Industry Sdn Bhd offering RM1.50 a share for a 19% stake in Welli, owned by the Ang family led by Ang Sun Beng.

    Whether or not this "leak" was intentional, Welli's share price, which had closed at RM1.05 prior to the speculation, jumped to RM1.61 on July 5. It was only when Welli replied to a Bursa Malaysia query that it became publicly known that HCI's offer for the 19% stake was off. Welli said the two parties could not agree on terms.

    The thing about the revelation is that it came only after Bursa made a query based on a news report.

    Minority shareholders would have benefited if Welli had explained why CEO Abdul Rashid Tang Abdullah left the company and elaborated on the status of its plans to build the world's largest halal gelatine plant with HCI. Abdul Rashid owns 35% of HCI. Moreover, he is on record as saying that he accepted the CEO's post at Welli because he believed its books were clean.

    While the letter of the law does not require a company to provide a reason for its CEO's resignation, a board with its minority shareholders' interest at heart would have provided some details.

    Instead, Welli only announced that it had elevated chairman Datuk Abdul Ghani Ali Kadir, 53, to group managing director. Abdul Ghani, who is also the executive chairman of Boon Koon Group, was formerly the executive secretary of Barisan Nasional Kedah and is said to be a long-time associate of Tan Sri Muhyiddin Yasin.

    Abdul Ghani's redesignation on Sept 17 came together with the appointment of two new independent directors — Datuk Seri Ibrahim Saad and Datuk Wira Jamaludin Abdul Rahim.

    It would be so easy to brush Welli Multi aside. It is a Second Board company with only RM90 million in market capitalisation. But the SC's probe shows that the regulator is serious about ensuring strict adherence to the law, and will wield the stick if necessary.

    Still, there is a need to ensure investors get accurate and timely information about what is going on at the company. If at all, Welli should inform its minorities why Abdul Rashid resigned, particularly since he had a promising story for the company

And...

  • 3 Dec 2007: Big Money: When the message is vague
    By Cindy Yeap

    Ever tried asking those who regularly read company announcements posted on the stock exchange's website how many are pleased with what they see? The announcements may pass muster most of the time but there are times when they are unambiguously vague.

    Really, there should be no need for reminders that announcements must be easily understood by the average investor and in sentences whose meaning cannot possibly be misunderstood. Public-listed companies should know they are required by law to do so.

    The Bursa Malaysia listing rules clearly state that a public-listed company's obligation does not end at making timely announcements. Companies must ensure their announcements contain "sufficient information" to enable investors to make informed decisions. They must also clearly state what effects the developments will have on the company, and explain why if it is unable to do so. In short, the content of an announcement is as important as its timing.

    Queries made by Bursa Malaysia officers do help make more information available. But even then, there are still companies that give vague replies to the stock exchange.

    Take, for instance, the announcement by Second Board-listed Welli Multi Corp Bhd last Tuesday. In a statement, Welli Multi announced that the Securities Commission (SC) had on Nov 27 instructed the company to rectify and reissue its financial reports within one month for four financial periods — being its audited accounts for the year ended Dec 31, 2005; as well as quarterly reports for its first, second and third quarter of its financial year ending Dec 31, 2006.

    The company did not specifically say why the SC had ordered the accounts to be reissued. All it did was cite six previous announcements. The six include one dated June 26 where the SC had instructed the company to withhold further issuance of its financial results pending the completion of the SC's investigation on alleged RM113 million in suspect receivables for FY2005, being 84% of its trade receivables of RM135 million for the period.
    The following day, Bursa Malaysia promptly queried Welli Multi, ordering the company to immediately release specific details of the required rectification to its accounts as ordered by the SC.

    Here's how Welli Multi replied in verbatim: "The SC has via its letter dated Nov 27, 2007, instructed the company to rectify and reissue the following financial reports by excluding the following figures from group revenue: (a) audited financial statements for the year ended Dec 31, 2005, with exclusion of RM141,272,866; (b) quarterly report for the quarter ended March 31,2006, with exclusion of RM40,361,892; (c) quarterly report or the quarter ended June 30, 2006, with exclusion of RM45,076,031; (d) quarterly report for the quarter ended Sept 30, 2006, with exclusion of RM86,791,804. The board of directors wishes to advise that the aforesaid exclusion is subject to the auditors' verification."

    Put simply, Welli Multi is saying the SC has found mistakes in the company's revenue in its latest three quarterly earnings announcements as well as in its latest audited accounts and has ordered corrections be made.

    The obvious questions here to an investor are, what impact the reduction would have on the company's book and why the SC ordered the changes. Then there's the question of whether Welli Multi agrees with the SC's findings and whether there are still grounds for dispute. There's no question as to whether these pieces of information are material.

    Even if Welli Multi had been given one month to make the changes and may have planned to give a lengthy explanation after the changes have been made, there's still no excuse for not stating clearly that the changes may result in the company making a loss. If one were to reduce RM141.27 million from Welli Multi's revenue for FY2005, its revenue will be reduced to RM431.26 million, which is less than the reported RM550.7 million in cost of sales. Furthermore, the amount of alleged misstatements is twice the size of Welli Multi's market capitalisation.

    But at press time, there were no subsequent announcements on the matter. The SC, too, had not made any statements on the status of its investigations on Welli Multi's accounts.

    It's regrettable that such a state of affairs is now new. Incidentally, Welli Multi had made another one just the week before. On Nov 21, Welli Multi said three of its main shareholders — Ang Sun Beng, Ang Soon An and Ang Sun Tiong — had agreed to sell a 16% stake in Welli Multi to the company's group managing director Datuk Abdul Ghani Ali Kadir. It did not say at what price the share sale was agreed at nor did it say why two of the Ang brothers, both executive directors of the company, had subsequently resigned. It also did not say if the Ang brothers had any shares left after the sale.

    When asked, a Bursa Malaysia spokesperson said the regulator did not find it necessary to query Welli Multi on the announcement pertaining to the share sale agreement because the company has two weeks from the change in shareholding to make an announcement. If you were an investor of company X and company X made the same announcement Welli Multi did, would you not think the price at which the share sale had been agreed upon is material information?

    Welli Multi was only queried by Bursa Malaysia three days later after it was highlighted in the media that Abdul Ghani had agreed to pay RM1 a share for the 16% block. Still, the company did not say how the price — which at the time represented a 40% premium to market — was agreed upon. Bursa Malaysia had also asked Welli Multi to state the effect of the agreed share sale on those involved.

    The Welli Multi announcements illustrate that much more needs to be done to ensure that all investors get the information they need to make informed investment decisions. The regulators play a great part in ensuring that all public-listed companies toe the line. After all, it's an age-old saying that mice will play when the cat is away — or asleep.

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

Me say?

I feel the punishments ares way too light.

Sigh!

Don't you agree?

And the long term consequences, if thing remains the same, who would dare invest in the markets? How can anyone trust the listed companies when fraud is so prevailing?



-----------------

The lack of deterrent sentencing

Saturday October 30, 2010
The lack of deterrent sentencing
By ELAINE ANG

RECENT CASES

Pancaran Ikrab Bhd

Earlier this month, the construction outfit’s former managing director Ngu Tieng Ung was given a custodial sentence of one day and a fine of RM2mil for committing two counts of financial fraud involving RM15.5mil 13 years ago. Sessions court judge S.M. Komathy Suppiah allowed Ngu, 43, to pay the fine in 12 instalments starting next month, to be paid by the fifth of each month or a 30-day jail sentence if he fails. Ngu was charged with causing the transfer of RM15.5mil from Pancaran Ikrab’s bank account for the purchase of shares when the money was not meant for that purpose. The offences were committed in October 1997 and Ngu was charged in May 2005.

The Securities Commission (SC) said that under Ngu’s watch, a total of RM37mil was transferred out of Pancaran Ikrab. The money was never recovered and was written off in the company’s accounts.

Granasia Corp Bhd

In March, the Kuala Lumpur Sessions Court convicted Chan Kok Suan, the former managing director of Granasia for submitting false statements to the SC, namely the revenue and profit after tax of the company for the year ended Dec 31, 2002. The information was submitted in connection with Granasia’s proposal to list on the main board of the stock exchange. Chan was convicted under section 32B(4) of the Securities Commission Act and imposed a fine of RM500,000 in default, 10 months imprisonment, according to the SC. He was charged on Feb 9, 2006 and pleaded guilty on March 1, 2010. Prosecution has filed an appeal against the sentence to the High Court.

MEMS Technology Bhd

In February, the Kuala Lumpur Sessions Court convicted director and substantial shareholder Ooi Boon Leong and former director and chief financial officer Tan Yeow Teck for knowingly authorising the furnishing of a misleading statement by MEMS, listed on the then Mesdaq market, to Bursa Malaysia. The misleading statement is in relation to MEMS’ group revenue for the year ended July 31, 2007 contained in the condensed consolidated income statements. The Sessions Court sentenced each accused to a fine of RM300,000 (in default two years imprisonment). Ooi and Tan were charged on April 16, 2009 and pleaded guilty on Feb 25, 2010. Prosecution has filed an appeal against the two sentences to the High Court.

Fountain View Development Bhd

The Sessions Court sentenced the company’s former director Datuk Chin Chan Leong to a fine of RM1.3mil (in default 13 months imprisonment) and a one-day imprisonment for share manipulation in February. Chin was charged with creating a misleading appearance of active trading in Fountain View shares through transactions that did not involve any change in ownership on Bursa Malaysia through 20 central depository securities accounts. Avenue Securities Sdn Bhd former remisier Hiew Yoke Lan was fined RM1mil (in default 10 months imprisonment) for abetting Chin in the said offence. Both were charged on June 27, 2005 and pleaded guilty on Feb 5, 2010. Prosecution has filed an appeal against the sentence to the High Court.

Kiara Emas Asia Industries Bhd

Last November, the SC secured a conviction against director Datuk Tan Hooi Chong for abetting Kiara Emas in the misappropriation of the rights issue proceeds amounting to almost RM17mil between Dec 16 and Dec 31, 1996. Tan pleaded guilty to the offence under Section 32(6) of the SCA 1993 read together with Section 40 and Section 109 of the Penal Code. Tan had also admitted to misutilising the rights issue proceeds for his personal benefit. He was fined RM600,000.

PAST CASES

Idris Hydraulic (M) Bhd

According to the SC website, in 2001, former Idris Hydraulic managing director Datuk Ishak Ismail was convicted by the courts for disclosing false information to the SC in a proposal by Idris Hydraulic to the SC that stated he did not hold any shares in KFC Holdings Bhd (KFC). The information submitted was in connection with a proposal for the acquisition of an asset of KFC by Idris Hydraulic. Ishak pleaded guilty and was convicted on Aug 23, 2001.

He was fined RM400,000, in default six months imprisonment. In 2003, Ishak, as a director of Idris Hydraulic, was also compounded RM400,000 by the SC for misusing RM50mil of the proceeds raised from the disposal of Kewangan Bersatu Bhd.

As a result of the compound, the charge was withdrawn.

Aokam Perdana Bhd

Teh Soon Seng, former managing director of Aokam Perdana was suspected of being involved in short-selling the company’s shares. The SC subsequently investigated him for “possible breach of securities law”. They interviewed Teh for two days in Kuala Lumpur in 2003. Teh, however, has maintained his innocence to this day. It was reported that the SC said it had previously conducted an investigation involving Teh for possible breach of the securities law. However, the investigation revealed no evidence for action to be taken against him. Teh eventually sold Aokam and resigned as its managing director on March 8, 1997 before the Asian Financial Crisis became full blown. He subsequently left Malaysia for good. Nine months later, it was reported that the Malaysian police were seeking his help in connection with the alleged theft of logs and misappropriation of funds of about RM55mil belonging to Aokam. In 1998, Aokam declared it was insolvent and could not pay some RM33.3mil in debts.

Omega Securities Sdn Bhd

On Aug 5, 1999, Omega Securities co-founder Datuk Tony Tiah Thee Kian and businessman Datuk Soh Chee Wen were charged in the Sessions court with defrauding Omega Securities of RM424.9mil. Tiah was fined a maximum RM3mil in default 30 months’ imprisonment on May 10, 2002, after he pleaded guilty to a charge of allowing a false report to be furnished to the Kuala Lumpur Stock Exchange (KLSE). On May 11, 2002, Tiah resigned as executive chairman of TA Enterprise and his wife took over the stewardship of the company. He returned to the post in August 2007. On June 14, 2007, Soh was fined RM6mil after pleading guilty to two charges of abetting in the submission of false statements to the KLSE relating to 44,592,000 Omega Holdings Bhd shares.

Sessions Court judge Azimah Omar fined Soh RM3mil in default 30 months’ jail on each of the two charges.

Ekran Bhd

In November 2009, Tan Sri Ting Pek Khiing and six other directors of Ekran were handed total fines of RM630,000 for breaching Bursa Malaysia’s listing requirements pertaining to a related-party transaction. The penalty for Ting, the company’s executive chairman, was RM500,000. Four directors were fined RM25,000 each and the remaining two RM15,000 each. The breaches relate to the company’s failure to disclose the change in the terms of Ting’s settlement of the remaining amount owing to Ekran. To recap, Ting took some RM712.9mil from the company as an advance in return for the injection of some of his private assets in 1996/97. The amount has been long overdue – for more than 10 years.

Renong Bhd

The deal involving United Engineers (M) Bhd’s (UEM) put-and-call option raised many unanswered questions. In November 1997, United Engineers (M) Bhd (UEM) purchased a 32.6% block in Renong, its parent company, from the market at RM3.24 per share. The total cost came to about RM2.34bil. Former Renong executive chairman Tan Sri Halim Saad entered into a put-and-call option, giving an undertaking to buy back the shares from UEM at RM3.24, inclusive of the holding cost to appease UEM’s minority shareholders and the regulator. The entire amount would come up to RM3.2bil on Feb 14, 2001, when the option was due. When the put option expired, there was however no settlement. In fact, Halim resigned from the Renong/UEM group in October 2001. Khazanah Nasional Bhd took UEM private in 2001 and later cancelled the option.

Pending cases

Kenmark Industrial Co (M) Bhd

On June 16, 2010 the SC obtained an injunction against Datuk Ishak Ismail, restraining him from dealing with RM10.2mil being proceeds from his disposal of 58.7 million shares of Kenmark. These monies will be quarantined pending the outcome of a civil suit the SC has filed against Ishak alleging that he committed the offence of insider trading and market manipulation when he purchased Kenmark shares on June 9.

Linear Corp Bhd

On Dec 29 last year, Linear was awarded a massive RM1.67bil contract to build a district cooling plant, also known as the “King Dome” project in Manjung, Perak by Seychelles-based company Global Investment Group Inc. Linear’s former director Alan Rajendram paid out its entire cash hoard of RM36mil without board approval. In June, it was found that 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. Linear has since been classified as a PN17 company.

A special auditor was appointed in August to look into the company’s financials and any potential irregularities. It is being investigated by the SC and the stock exchange.

Axis Inc Bhd

Axis has been embroiled in some corporate scandals over the last two years, ranging from default on loans and uncollected receivables to more unusual ones involving missing documents and even stolen machinery. The latest is that a whole load of documents, including purchase and delivery orders, bank statements and cheque butts, some dating back to 2004, had gone missing, prompting it to make massive write-offs.

Most of these documents were related to its dealings with questionable contract manfacturers. This prompted the SC to issue a “stern reminder” to public listed companies about the preservation of documents and obstruction of investigations.

------------

No mention of Megan Media?

Read more...

  © Blogger templates Newspaper by Ourblogtemplates.com 2008

Back to TOP