As we get closer to Annual Report season, one of last year’s most hilarious Chinese frauds, and silliest fake buy-out, has finally been slapped down by the SEC.
Wednesday night, the SEC issued a press release, available here, announcing the filing of a suit, SEC v. Ming Zhao and Liping Zhu, Civ No. 12-CV-1316.
Says the SEC:
Defendants Ming Zhao, the Chairman of Puda, and Liping Zhu, Puda’s former CEO, perpetrated a massive fraud on Puda’s public shareholders by effectively stealing and selling Puda’s operating subsidiary. Before the defendants’ fraud, Puda held an indirect 90% ownership stake in Shanxi Puda Coal Group Co., Ltd (“Shanxi Coal”), a coal mining company located in the Shanxi Province of the People’s Republic of China (“PRC”). In September 2009, just weeks before Puda announced that Shanxi Coal had received a highly lucrative mandate from the provincial government authorities to become a consolidator of smaller coal mining companies, Zhao, with Zhu’s knowledge and complicity, transferred Puda’s 90% stake in Shanxi Coal to himself. In July 2010, Zhao transferred a 49% equity interest in Shanxi Coal to CITIC Trust Co. Ltd. (“CITIC Trust”), a Chinese private equity fund controlled by CITIC Group, which is reported to be the largest state-owned investment firm in the PRC. CITIC Trust placed its 49% stake in Shanxi Coal in a trust and then sold interests in the trust to Chinese investors. In addition, Zhao caused Shanxi Coal to pledge 51% of its assets to CITIC Trust as collateral for a loan of RMB 3.5 billion ($516 million) from the trust to Shanxi Coal. In exchange, CITIC Trust gave Zhao 1.212 billion preferred shares in the trust. None of these asset transfers were approved by Puda’s board or its shareholders or disclosed in Puda’s various SEC filings, which Zhao and Zhu signed knowing that those documents were materially false and misleading. Puda also conducted two public offerings in 2010 in the U.S. without disclosing that it no longer had any ownership stake in the coal company, Puda’s sole source of revenue. Thus, at the same time that CITIC Trust was effectively selling interests in the coal company to Chinese investors, Zhao and Zhu were still telling U.S. investors that Puda owned a 90% stake in that company.
In addition, Zhao and Zhucontinued their fraudulent scheme to deceive public investors even after the Commission began its investigation. As part of the fraud, Zhu forged a letter purporting to be from CITIC Trust which falsely stated that no funds had actually been loaned to Shanxi Coal and disclaimed any interest in Puda’s or Shanxi Coal’s assets. Zhao’s counsel then provided the forged letter to the Commission’s investigative staff and to Puda’s audit committee in an effort to create the false impression that Puda and its public shareholders had not been harmed by the asset transfers. After Puda disclosed the letter to the public in an SEC filing, further misleading shareholders about the ownership of Puda’s assets, the letter was exposed as a forgery. Zhu admitted forging the letter and resigned as CEO, but Zhao remains Chairman. As a result of the defendants’ fraud, Puda is now little more than a shell company, with no ongoing business operations
Readers can download the entire complaint here.
Chinese management lying to US regulators, auditors, and investors. How surprising.