Posts Tagged ‘RTO’
The report examines a $15 million acquisition that the company made in July 2010, and raises serious questions about whether the acquisition was legitimate.
In its second quarter 10Q, the company announced it acquired Vital Glee Development Limited (“Vital Glee”) for $15 million on June 24, 2010. Vital Glee was an “investment holding company and through its subsidiary engaging in automotive shock absorber manufacturing business”. Click here for the relevant disclosure. I’ve re-pasted it below:
“On June 24, 2010, [WATG’s subsidiary] agreed to acquire 100% equity interest in Vital Glee Development Limited (“Vital Glee”), for a total consideration of $15 million of which $8.7 million was settled in June 2010. The remaining consideration will be divided into 2 equal installments and will be settled by December 31, 2010 and June 30, 2011 respectively. The Company obtained control over Vital Glee on July 1, 2010 by appointing the sole director to Vital Glee. Vital Glee is an investment holding company and through its subsidiary engaging in automotive shock absorber manufacturing business.”
Little additional disclosure was given, in the 10Q or any subsequent SEC filings.
OLP investigated the acquisition further. From speaking with management, OLP determined that Vital Glee’s operating entity was Jinzhou Lide Shock Absorber Co., Ltd. This is further confirmed by a Roth Capital report on September 30, 2010.
After some investigation, OLP found serious issues with the acquisition, which I will summarize below:
1. Jinzhou Lide was formed in April 2010
According to the AIC records for Jinzhou Lide, which are included in the OLP research report, Jinzhou Lide was established on April 26, 2010. You can also see this on the Jinzhou AIC website here (use Google Chrome’s translation functionality if you cannot read chinese).
I’m doubtful that a business that has been operational for 2 months can be worth $15 million.
Management told OLP that Jinzhou Lide was formed from a reorganization of an older company, which engaged in the same auto shock absorber business in Jinzhou. Management, however, declined to provide the name of Jinzhou Lide’s predecessor company, and I discuss below my skepticism around management’s claim.
2. Jinzhou Lide was established at the same address as another facility owned by WATG
According to AIC records (see page 4 of OLP report or the website I show above), Jinzhou Lide was established and located at:
Bohai Street, Jinzhou Economy & Technology Development Zone, Jinzhou, Laoning
This is the same address of Jinzhou Wanyou Mechanical Parts Co., Ltd., a subsidiary of the company. OLP learned this by calling the company, but you can look on this site, this site, or this site to verify that Jinzhou Wanyou is located at Bohai Street, Jinzhou Economy & Technology Development Zone, Jinzhou, Laoning. Or simply search for the chinese characters of the address and the chinese characters of Jinzhou Wanyou Mechanical Parts Co., Ltd., which are found on pages 3 and 10 of the OLP report, respectively, in Google Chrome.
Not surprisingly, we also see this address show up in this 8k from April 4, 2007, where Jinzhou Wonder Auto Suspension System Co., Ltd. sells a stake in Jinzhou Wanyou Mechanical Parts Co., Ltd. to WATG. Click here for the relevant page showing the address. Jinzhou Wonder Auto Suspension System Co., Ltd. is shown as a related party throughout several historical SEC filings, such as its 2007 10K.
We now see that WATG paid $15 million for a subsidiary that was two months old and established at the same address as one of WATG’s current facilities.
3. Jinzhou Lide had a registered capital of only $1.2 million, and yet was sold for $15 million two months after being established
Jinzhou Lide’s registered capital is only $1.2 million, which implies that its shareholders only put in $1.2 million in April 2010 to establish the business. Yet it was sold to WATG for $15 million in July 2010. I’m doubtful that Jinzhou Lide’s value rose 1,200% in its two months of operations.
4. Management has not disclosed the identity of Vital Glee’s seller
In the vast majority of M&A transactions, investors are aware of the identities of both the buyer and seller. In this case, WATG management has not disclosed the identity of the seller, and investors cannot determine the identity of the seller through any other means. Vital Glee is registered in the British Virgin Islands (BVI), and the BVI registered agent will only release the director and shareholder information if Vital Glee management consents. Upon OLP’s request, the BVI registered agent sought permission on multiple occasions from Vital Glee management, but has yet to receive approval to release Vital Glee’s shareholder information.
OLP also asked WATG management to identify the name of the seller. According to OLP, the WATG CFO stated that he does not know the identity of the seller.
The question therefore remains: who owned Vital Glee and who received the claim to $15 million upon its sale?
WATG should publicly disclose the identity of Vital Glee’s sellers, and enable investors to independently access the relevant information from the BVI registered agent.
5. Jinzhou-based sources in the auto parts industry were unable to identify Jinzhou Lide’s predecessor, and weren’t aware of M&A involving any $15 million shock absorber businesses in Jinzhou
OLP identified 14 companies in the auto shock absorber business located in Jinzhou that have effective AIC registrations. They are listed here. OLP spoke to “numerous” members of this list in an effort to identify Jinzhou Lide’s predecessor and none of them were able to identify a company that could have been Jinzhou Lide’s predecessor.
Additionally, none of the sources were aware of a $15 million acquisition in the auto shock absorber sector in Jinzhou.
We have seen corporate governance issues and questionable financial and management practices at other Chinese RTOs structured and financed similarly to Wonder Auto. Like others, Wonder Auto has not chosen a top-4 auditor, instead choosing to go with PKF Hong Kong, a firm that boasts only 4 partners. Like others, Wonder Auto has eye-popping financial figures, claiming 40% to 50% revenue growth annually since 2005 and 20%+ operating income growth during that same time period, which imply extraordinarily high returns on capital on its capital expenditures and acquisitions. During the global downturn of 2008 and 2009, which impacted China just like the rest of the world, WATG doubled both revenue and gross profit, and increased EPS by 40%. The company has raised substantial amounts of dilutive equity at low valuations, such as $69 million in November 2009 at a valuation of less than 15x PE.
The facts behind the Jinzhou Lide acquisition are damning. WATG appears to have paid $15 million for a 2-month-old company established at the same site as one of WATG’s other subsidiaries. WATG has yet to disclose the seller of Jinzhou Lide, and its general disclosure of the acquisition is noticeably sparse. Numerous local competitors are unaware of a shock absorber business in Jinzhou that could have been the predecessor to Jinzhou Lide. They also have not heard of a $15 million acquisition in the sector. The shock absorber business community in Jinzhou is small enough that such a predecessor and acquisition would not go unnoticed.
If management wants to prevent further allegations of fraud, it should release an 8K elaborating on the details of the Jinzhou Lide acquisition. It should provide predecessor financial statements of Jinzhou Lide; the identity and backgrounds of its sellers; an explanation of why its initially registered address is the same as one of its subsidiary’s; a list of customers; and additional information that would allow independent analysts to verify Jinzhou Lide’s legitimacy.
Disclosure: Short WATG
Over the past few months, the topic of financial filings with China’s State Administration for Industry and Commerce (SAIC) has made frequent appearances within the U.S.-listed Chinese RTO (“reverse takeover”) sector. I and other critics have advocated that AIC filings are important data points in determining whether certain Chinese RTOs are falsifying their SEC financial statements. In cases where AIC-reported revenue, profit and assets are substantially lower than SEC-reported financial figures, we’ve claimed that this provides material evidence that the companies in question are fabricating their SEC financials.
Our arguments have made sense to many investors, but some remain unconvinced. Misleading responses by certain of the alleged frauds that AIC filings don’t matter have muddled the debate. These companies, such as CMFO, LIWA or CSKI, have claimed that AIC filings are unimportant and are not taken seriously in China, and that investors should not use these filings as data points when analyzing U.S.-listed RTOs. I strongly disagree.
The point of this article is that AIC filings do matter.
To illustrate this point in a way that hasn’t been yet done, I’m going to provide full 80-page AIC filings on two Chinese companies, China-Biotics Inc. (CHBT) and Spreadtrum Communications Inc (SPRD). Both of these companies listed on the U.S. public markets several years ago, trade at similar market capitalizations, and both file with the Shanghai branch of the Administration for Industry and Commerce (“AIC”). Unlike some AIC branches that provide only selected AIC documents, the Shanghai branch provides full AIC reports to inquiring investors.
The China-Biotics filing is 84 pages, while the Spreadtrum filings are comprised of one 76-page filing and one 34-page filing. I also provide full English translations for each filing. These filings and the English translations help address much of the misinformation circulated about AIC filings, and provide clear examples of what information is included in AIC reports, and why I’m confident that these numbers matter. The filings provide extensive information about each company’s ownership, registered capital, and, most importantly, audited financial statements filed with the local Chinese government.
As I’ll discuss, Spreadtrum’s AIC report and financial statements provide evidence that SPRD is a legitimate Chinese company that generates substantial revenue and owns a significant amount of assets. Their filings give investors comfort that the company is accurately representing itself in its SEC financial statements.
CHBT’s AIC report and financial statements, on the other hand, indicate a company that is far smaller than its SEC filings indicate. Whereas SPRD’s AIC filings show a company generating more than $100m of revenue, CHBT’s filings show a company generating less than one-tenth of its SEC-reported revenue.
Both companies file with the same local AIC office. The reports are in the same format, and include similar sets of documents. Yet one shows a legitimate company, and the other shows a legal entity that has minimal business operations. Any long investor in CHBT, or critic of the legitimacy of AIC filings, has to ask himself the following question: why would CHBT provide false information in its AIC filings when SPRD doesn’t?
The answer is that CHBT management is providing accurate information to the AIC. The fake information is in the SEC filings they provide to public investors and the U.S. government, a government that does not have legal recourse to Chinese residents.
Currently, the public markets are valuing CHBT and SPRD similarly. CHBT has a market capitalization of $315m. SPRD has a market capitalization of $440m. Yet one of these Shanghai-based companies is real and the other is a fraud.
Brief background on AIC filings, and why I’ve chosen CHBT and SPRD
For those new to the debate, I’ll provide a brief discussion of AIC filings. The State Administration for Industry and Commerce is the Chinese government agency responsible for drafting and implementing legislation concerning the administration of industry and commerce in China. SAIC regulations are implemented by local AIC branches.
All Chinese companies file a variety of information with their local AIC office, including information on property leases; land use rights / building ownership certificates; capital verification reports (these show money / assets contributed by whom, and when); business licenses; the approved “business scope”; the legal representatives; applications to form the companies, with some personal information on the applying shareholders; applications to raise / reduce capital or change the business scope or term; tax and other government incentive documents; company bylaws; and, last but not least, annual financial statements.
Not all AIC branch offices operate the same way. Some provide photocopies of original documents to inquiring agents. Others email electronic data sheets. And others either provide information only verbally or require agents to visit the office and transcribe the relevant information by hand.
Furthermore, not all AIC branch offices provide the same volume of information to outsiders. Some AIC branch offices provide no information at all to the public. Some provide just financial statements. And some provide extensive reports, including financial statements, capital registrations, leases, etc.
The Shanghai AIC is one of those branches that provide full AIC reports, and in a convenient PDF document that is comprised of photocopies of all the relevant source documents.
That is why I have chosen to compare CHBT and SPRD. Both of these companies report to the Shanghai AIC. Unlike CMFO or ONP, which report to small rural AIC offices that are more secretive in terms of what they release to the public, the Shanghai AIC provides exceptional disclosure to inquiring investors.
CHBT vs SPRD
Click here for CHBT’s AIC report in its Chinese original.
Click here for CHBT’s AIC report translated into English.
The AIC report is 84 pages, and I’ve numbered the pages clearly in the bottom right-hand corner of each page. Here is a breakdown of the documents contained in the report:
- Page 1-9: Company bylaws
- Page 10-11: Registration of the company name and application to register the company (July 1999)
- Page 12-19: Lease of Pudong plant (August 1999)
- Page 20-41: Various registration documents from 1999 to 2005
- Page 42-50: Various registration documents related to transfer of ownership from management to Sinosmart Group, the BVI entity involved in the reverse merger, in 2005
- Page 51-67: Annual Inspection Report for Foreign-Funded Enterprises for 2007
- Page 68-84: Annual Inspection Report for Foreign-Funded Enterprises for 2008
There should be little doubt that this AIC filing is for Shanghai Shining Biotechnology Co., Ltd, the main operating subsidiary of China-Biotics, Inc. Here is CHBT’s organizational structure:
Growing Bioengineering (Shanghai) Co., Ltd. is the legal entity established in 2006 that owns the bulk additives operations. Our AIC filing comparison is for the years 2007 and 2008, when Growing Biongineering had no material operations. Shanghai Shining was the sole operating entity. The 2009 filings for Shanghai Shining are not yet available.
Spreadtrum is a semiconductor manufacturer that IPO’d in 2007. It had a rough 2008 and 2009, when the global downturn reduced semiconductor demand, but business appears to be rebounding. Its two largest institutional investors, each owning more than 10% of shares, are $14bn private equity firm Silver Lake Partners and $11bn venture capital firm New Enterprise Associates.
SPRD, like most companies that generate $100m+ of revenue, has more than 1 operating subsidiary. Click here for its organizational structure. Based on discussions with management, most of the revenue, profit and assets were generated at two subsidiaries in 2007 and 2008: Spreadtrum Communications (Shanghai) Co., Ltd. and Spreadtrum Communications Technology (Shanghai) Co., Ltd. I’ll refer to the former as “Spreadtrum Communications” and the latter as “Spreadtrum Technology”.
I’ve acquired and translated the AIC filings for both of these subsidiaries.
Chinese GAAP does not consolidate financial statements. To approximate the consolidated financial figures for SPRD, we need to add the figures of Spreadtrum Communications and Spreadtrum Technology. Naturally, there are intercompany payments between the two subsidiaries that distort revenue and profitability. As well, the assets and liabilities are distorted by dividends payable to other SPRD subsidiaries, as well as the SPRD parent. But for our purposes, it’s clear that these AIC filings show a real company with assets and revenue greater than $100m.
Let’s compare the financial figures between each company’s AIC filings and SEC filings:
In the case of CHBT, the AIC filings show revenue of less than $1m in 2007 and 2008. This compares to SEC-reported revenue of $31m in 2007 and $42m in 2008. CHBT’s AIC-reported total assets were $7m and $9m, compared to $45m and $94m in its SEC filings.
CHBT’s AIC financial statements are on pages 51 to 84 of the AIC filing (English translation available here). A summary for 2007 and 2008 are on pages 53 and 70 of the filing (English translation available here).
In the case of SPRD, Spreadtrum Communications reported revenue of $62m and $64m in its 2007 and 2008 AIC filings, while Spreadtrum Technology reported revenue of $112m and $91m its 2007 and 2008 filings. Together, the combined entities reported $174m and $155m of revenue in 2007 and 2008 in their AIC documents. The SEC-reported revenue for SPRD was $146m and $110m in 2007 and 2008. The higher combined AIC numbers indicate that there were some intercompany sales in the AIC filings. Total assets for the combined two entities were $116m and $126m in 2007 and 2008, compared to SEC-reported total assets of $237m and $153m. The discrepancy in assets is likely due to large cash balances and other holdings at the non-Chinese parent Spreadtrum Communications, Inc., or other subsidiaries. Again, we shouldn’t expect these subsidiary financial statements to match the SEC filings; rather, we’re mainly looking to see if the SPRD AIC filings indicate that there is a legitimate business operating under the SPRD ticker. They do.
Do We Have the Right Shanghai Shining Biotechnology Co. Ltd?
There is boundless evidence that the 84-page filing I’ve included refers to the same Shanghai Shining that is CHBT’s main operating subsidiary.
The shareholders of the company in the AIC filings are Song Jin’an, Yan Li, Huang Weida, and Yan Yihong. Jin’an is the current CEO, Li is his wife, Yihong is her sister, and all four are current or former officers, directors or shareholders of CHBT according to its SEC filings.
The main company address listed in the AIC filing is the same as the one listed in the SEC filing.
The CEO’s signature in the AIC filing is the same as the CEO’s signature throughout SEC filings. For instance, compare Song Jinan’s signature on this page from CHBT’s 2006 10K with his signature on page 19 of the AIC filing.
The percentage ownerships of the shareholders prior to the reverse merger match the percentage ownerships that China-Biotics has disclosed to the SEC. For instance, compare the response to question 14 in this March 16, 2007 correspondence with page 37 of the AIC filing (Click here for English translation).
Pages 43 to 50 of the AIC filing (Click here for English translation) provide details on management’s transfer of ownership to Sinosmart Group, the British Virgin Islands legal entity that acted as an intermediary in the company’s 2006 reverse merger. That transaction is documented extensively in the company’s SEC filings – search Sinosmart in any 10K.
There should be little dispute that we have the correct entity.
Evidence for why AIC filings do matter
I don’t think any aspect of our AIC filings gives the impression that companies can outright lie in the financial statements they file with the AIC. Each company provides lengthy and accurate information on their registered capital, leases, shareholders, company bylaws, etc. It’s a tremendous leap of faith to believe that the AIC requires accurate reporting in these aspects, but is indifferent as to whether a $40m revenue company reports sales of only $1m in its financial statements.
Here are additional reasons why we should take CHBT’s AIC filing seriously.
1. CHBT management live in China. The AIC filings are filed with the Chinese government, whereas the SEC filings are filed with the U.S. government. Management is concerned about violating Chinese law and providing false information to the Chinese government. But they are indifferent to defrauding the US government and breaking US law. A Chinese resident does not have to obey U.S. law any more than a U.S. resident is required to obey Chinese law. That’s why they report the accurate numbers to the Chinese government, and the fake numbers to the U.S. government. There are practically no repercussions to Chinese management teams that defraud foreign investors. Numerous U.S.-listed RTO companies, like CXTI, CYXI and CHFI, have seen their management teams vanish with the companies’ assets, and suffer no legal repercussions. Defrauding U.S. investors is not a violation of Chinese law, whereas defrauding the Chinese government is.
3. On page 70 (English translation is here), near the front of the 2008 Annual Inspection report, we have a picture of Yan Yihong (the former CFO and sister-in-law of the CEO), along with her detailed personal information and the following testament:
I hereby confirm and promise that all the contents contained in the annual inspection report do not contain any fraudulent information and all the financial statements and other materials submitted are true and effective, and that I’m willing to bear any legal and related responsibilities caused due to the inaccuracy of such documents.
This is followed by the signature and personal seal of CEO Song Jin’an, as well as a seal of the company. I can’t fathom how the Chinese government would require such a testament in the Annual Inspection Report, but then allow a company to file false financial statements.
It’s far more believable that CHBT is defrauding the US government and US investors, both of which have no legal recourse to the company’s management. The Chinese government certainly has legal recourse to Yan Yihong and Song Jin’an. The existence of this sort of testament at the front of the AIC Annual Inspection reports is a strong sign that AIC financial statements do matter.
4. Why does SPRD file financial statements that approximate its SEC filings (intercompany distortions notwithstanding), while CHBT files financial statements that are a tiny fraction of its reported SEC filings? As I’ll discuss in future articles, there are ample other signs that SPRD is a real business, while CHBT is not. But even excluding any such future arguments, why would one foreign-owned Shanghai company lie on its AIC financial statements when another would tell the truth? Why would SPRD report large, accurate numbers if these filings didn’t matter? What sort of reasonable explanation can anyone come up with? Either both should be understating their numbers, or both should be reporting accurate numbers.
I firmly believe that both are reporting accurate numbers in their AIC filings.
The fake numbers are the ones in CHBT’s SEC filings.
Naturally, AIC filings are not the only signs that CHBT is falsifying its SEC financial statements. Citronresearch raises excllent non-AIC-related issues with the company here. The notion that probiotics nutritional supplements allowed CHBT to achieve revenue growth of 30%-50% annually over the past 4 years while achieving Microsoft-like EBITDA margins of 40%-45% is nothing short of absurd. The company raised $75m of cash in 2009 when it already supposedly had that much sitting in the bank, with no compelling reason for the new capital raise and dilution. Its reverse merger was organized by the same investors who’ve provided capital to renowned fraud Orient Paper, and its auditor is also the same as ONP’s (not to mention China Expert Technology’s). But we’ll get to these points in the future.
For now, I aim to make the case that AIC filings matter. The documents provided in this article provide an indication of what information AIC filings provide, and why investors should pay attention to them. SPRD’s AIC filings show a legitimate business that manufactures and sells semiconductors. CHBT’s AIC filings, on the other hand, show a virtually non-operational legal entity which its management has used to defraud public investors, as well as the SEC, and to raise $75m of cash from US investors.
Disclosure: I am short CHBT, ONP, CMFO, CSKI and LIWA
In this article, I’m going to discuss why BDO Limited, the Hong Kong branch of the BDO International network of auditors, should not be considered a top tier auditor, and is not comparable with the separate U.S.-based BDO Seidman. Not all BDO member firms are the same.
A glaring red flag among some Chinese RTO (“reverse takeover”) smallcaps is their poor choices for auditors – many firms have hired unheard-of firms to act as their public auditor. In my articles on China Marine Food, I have questioned the quality of the company’s audit firm, ZYCPA, and wondered why a $70mn revenue business would hire an auditor that has only 2 partners and 25 personnel; audits no other exchange-listed public U.S. company; and has its main partner being sued for aiding a HKD$125m fraud of a European investor.
Some RTO Chinese companies have tried to avoid controversy by hiring BDO Limited as their auditor. Investors see “BDO” in the audit firm’s name, and assume that all BDO’s abide by the same strict audit standards as BDO Seidman, the U.S.-based and most well-known BDO member firm. That’s not true.
I’m going to provide several data points that provide evidence that investors should be cautious around companies audited by BDO Limited:
1. BDO Mccabe Lo, the predecessor to BDO Limited, was the auditor of China Expert Technology, an infamous Chinese fraud that blew up in 2007
2. BDO Limited is not inspected by the PCAOB
3. The SAIC and SEC financial statements match for a BDO Seidman-audited firm, Tongxin International, but do not match for two BDO Limited-audited firms, Orient Paper and China-Biotics, Inc.
The BDO International Network
BDO International is a sprawling international network of audit firms that has more than 1,000 offices in more than 100 countries. Like many international auditors, the firm is comprised of individual member firms. The main member firm in the United States is BDO Seidman LLP. The main member firm in Hong Kong is BDO Limited. While both carry the BDO affiliation, they are completely separate audit firms.
BDO Limited was the auditor of China Expert Technology
One of the most illustrious frauds in the U.S.-listed Chinese RTO smallcap space is China Expert Technology (CXTI). CXTI claimed to provide information technology network and infrastructure consulting services to government and corporations. It had stunning financials – from 2003 to 2006, its revenue allegedly grew from $6m to $66m, and its net income grew from $1m to $8m, with smooth revenue and earnings growth in each year.
Then one day, it stopped filings it financial statements. Its CFO quit and its CEO disappeared. Its stock dropped from $7 to 50 cents in two months. The company vanished. The widespread consensus is that the company was a hoax, and that the financial statements were fabricated. Its story has been documented in several places, such as here:
China Expert Technology’s auditor was none other than BDO Limited. Technically, it was BDO McCabe Lo Limited at the time, but the two firms are the same – BDO McCabe Lo Limited changed its name to BDO Limited when it merged with Shu Lun Pan Horwath Hong Kong CPA Limited in May 2009.
The implication for investors currently invested in companies audited by BDO Limited is troubling. If BDO Limited could not detect fraud at a company that appeared to be entirely fabricated, can we rely on it to detect fraud at Orient Paper, a company that at least has some production lines and some semblance of operations? I believe that Orient Paper is falsifying its financial statements, and that the actual underlying company is materially smaller than its SEC financial statements indicate. In contrast, CXTI appeared to be entirely a hoax – essentially, it appears to have been 100% fraudulent whereas ONP may only be 80% fraudulent.
BDO Limited is not inspected by the PCAOB
The PCAOB is the accounting firm’s quasi self regulatory organization – it is comprised of accountants from different PCAOB member firms that do annual inspection audits on other PCAOB member firms. It’s referred to as “the auditor of the auditors” because it double-checks selected audits and provides reports on its findings.
BDO Seidman allows the PCAOB to inspect its books, and its 2009 inspection report is included here.
BDO Limited does not allow the PCAOB to inspect its books, because it is Hong Kong-based whereas the PCAOB is U.S.-based.
Granted, just because BDO Limited is not audited by the PCAOB doesn’t mean that its audit standards are subpar. But when comparing BDO Seidman and BDO Limited, I would be more comfortable with BDO Seidman-audited financial statements because the firm is inspected annually by the PCAOB.
Comparison of SAIC and SEC financial statements for companies audited by BDO Limited vs BDO Seidman
Over the past few months, I and other investors have compared Chinese companies’ SEC filings with the local financial statements that the companies’ main operating subsidiaries must file with the Chinese government. My articles/posts are here, here, here and here. “Waldomushman” has compared CSKI’s and SOLF’s SEC and SAIC financial statements on his website at www.waldomushman.com. Muddywatersresearch.com has done the same for ONP, though it has not yet released its copies of the SAIC financial statements.
In total, comparisons of SEC and SAIC filings have been posted for CSKI, CMFO, LIWA, ONP, YUII, FUQI, and SOLF. For CSKI, CMFO, LIWA and ONP, the numbers don’t match and there is additional evidence that the companies are falsifying their SEC financial statements. For YUII, FUQI and SOLF, the numbers do match (or, more accurately, are in the same ballpark).
In the following, I compare SEC and SAIC financial statements for a BDO Seidman-audited company, Tongxin International, and show how the SEC and SAIC financials match. Then I compare the SEC and SAIC financial statements for a BDO Limited-audited firm, China-Biotics Inc., and show how they don’t match. As Muddy Waters has explained, the ONP numbers don’t match either (ONP disputes whether Muddy Waters has the correct subsidiary, but I believe that Muddy Waters has the correct subsidiary based on their July 2 2010 response to ONP).
First, let’s look at BDO Seidman-audited Tongxin International (TXIC). TXIC is a Chinese auto parts company that was purchased by a SPAC in 2008. Its SAIC financial statements are here:
Here is a comparison of the SAIC and SEC financial statements for TXIC:
As we can see, the numbers match, for the most part.
Next, let’s look at BDO Limited-audited China-Biotics, Inc. (CHBT)
Also, here is CHBT’s full 2008 SAIC annual inspection report in Chinese.
Here is a comparison of the SAIC and SEC financial statements for CHBT:
CHBT’s numbers do not match – the SAIC financial statements show a far smaller business than the SEC financials indicate.
In terms of Orient Paper, as Muddywaters has discussed, ONP’s historical SEC and SAIC financials also do not match.
Therefore, our BDO Seidman-audited company has matching financial statements, whereas two BDO Limited-audited companies do not have matching financial statements. This provides evidence for our thesis that investors should remain cautious around firms audited by BDO Limited. BDO Limited is a different firm than BDO Seidman and there is evidence that BDO Limited does not subscribe to the same audit standards as BDO Seidman. Given its history with China Expert Technology, it has demonstrated that it has not been able to prevent frauds in the past. Given that ONP and CHBT do not have matching SEC and SAIC financial statements, and that there are numerous other signs that ONP is falsifying its SEC financial statements, there is evidence that BDO Limited is also not preventing frauds in the present.
Disclosure: short CMFO, ONP and long TXIC
I have spent much of the past month describing why I believe that China Marine Food Group (CMFO) is falsifying its financial statements. My posts and articles are here, here and here. From my posts, it should be clear that I don’t think CMFO is the only U.S.-listed RTO Chinese company that’s making up its numbers.
Another one is Orient Paper. Over the next few weeks I will explain why I believe this is the case.
Today, I will focus on a research report published by Carson Block and Sean Regan at “Muddy Waters LLC” earlier this week.
You can access it here.
This post will summarize several of Muddy Waters’ allegations. I urge readers to read their entire report, as my brief post does not do it justice.
1. Like CMFO, ONP is using an acquisition to justify a large equity raise that it is likely using for dubious purposes, such as redirecting the funds to personal bank accounts.
On April 12, ONP announced that it had entered into an equipment purchase agreement with Henan Qinyang First Paper Machine Limited to purchase a corrugating medium paper production line with an annual production capacity of 360,000 tons for $27.8m.To fund the acquisition, ONP raised $27m in a secondary equity raise underwritten by Roth Capital Partners.
Muddy Waters wrote this:
“We spoke with the purported seller of the equipment, Qinyang, and four other Chinese papermaking equipment manufacturers. Qinyang told us that its highest capacity 5.6 m corrugating medium production line (the type ONP purports to have purchased) produces only 150,000 tons per year and costs approximately $4.4 million. This stands in stark contrast to ONP’s contention that it is purchasing a single line from Qinyang that will produce 360,000 tons per year for a total price of $27.8 million.”
Qinyang further stated that no Chinese manufacturer makes a 5.6m corrugating medium line that can exceed 200,000 tons per year. Furthermore, the most expensive line was no more than $7.3m. Muddy Waters provides a table showing the companies contacted, their URLs and the rough prices of their highest capacity 5.6m corrugating medium production lines.
No company quoted a price greater than $7.3m.
In my opinion, ONP is either misappropriating 60% of the capital raise and using the remainder to purchase a line, or misappropriating all of the $27m capital raise and purchasing no line.
2. ONP also made a $5m capital raise in October 2009, allegedly to purchase digital photo coating lines owned by He bei Shuang Xing Paper Co. Ltd. But according to Shuang Xing’s audited financial statements with the Chinese government, its fixed assets were worth less than $500k.
With CMFO, we saw a similar instance where the company purchased a company for an amount far more than the target could reasonably be worth. With the case of Shuang Xing, ONP appears to be using the asset purchases as justification to raise equity, which was then likely diverted to personal bank accounts, in my opinion.
3. ONP’s SAIC financial statements show revenue, profit and assets that are far lower than their SEC financial statements, according to Muddy Waters.
In due time, I’ll publish a post independently discussing and providing ONP’s SAIC filings. But I want to mention here that based on Muddy Waters’ research, the SAIC and SEC financial statements don’t match.
The company has claimed that Muddy Waters had acquired the AIC documents for the wrong company. Muddy Waters have refuted that, and has provided evidence demonstrating their case. We’ll discuss this more in future articles.
4. Muddy Waters provide visual evidence comparing ONP’s plants / technology with competitors’ plants.
Here is a video provided by thestreet.com’s Rick Pearson on ONP’s facilities.
In contrast, here are pictures of two competitors’ plants.
Shandong Chenming Paper Holdings Ltd.:
Nine Dragons Paper Holdings Ltd.:
The differences between the Orient Paper plant and the competitors’ facilities are striking. The Orient Paper facilities are old, shoddy and in poor condition, whereas competitors’ machines appear far more professional and new.
There is numerous additional evidence in the Muddy Waters research report that illustrates how Orient Paper is falsifying its financial statements and inflating its assets and operating metrics in its SEC financial statements. In future posts or articles, I will elaborate on some of the financial metrics. I will also explain how the Company’s auditor, BDO Limited, is not the same as BDO Seidman, and how certain Chinese companies have been using auditors within the BDO family to trick investors into mistaking them with the more reputable U.S.-based BDO Seidman.
Disclosure: short CMFO and ONP