金山能源前話事人 美證交會控侵吞資產
1 :
GS(14)@2012-02-25 13:28:15http://www.mpfinance.com/htm/Finance/20120225/News/ec_eck1.htm
【明報專訊】本港上市公司金山能源(0663)股東之一的山西煤老闆趙明，被美國證券交易委員會(SEC)指控侵吞其在美上市的煤礦公司Puda Coal公司資產。金山能源回應本報查詢稱，趙明現與公司業務無任何來往，事件對金山無任何影響。
美國證券交易委員會(SEC)近日在曼哈頓聯邦法院提起訴訟，稱Puda Coal董事長趙明在2009年9月將公司主要資產，即該公司間接持有的山西普大煤業90%的股權秘密轉至自己名下，並在2010年7月把其中49%的股權出售給了一家中國私募股權基金。SEC稱，趙明同時涉嫌將山西普大煤業51%的資產做抵押，換取5.16億美元貸款。上述資產轉移未得到Puda Coal董事會批准，也沒有在公開文件中向投資者披露。
趙明曾是金山能源的實際控制人。上市後不久，金山能源便迅速擧動了收購山西芍藥花煤礦和酉宜煤礦的事宜。2012年2月1日，金山能源公告稱，關於收購的諒解備忘錄已失效，未來會尋求其他投資項目。
金山：趙明持股低於1%
金山能源投資總監葉永威表示，根據最新股東名冊，趙明在公司持股已下降至低於1%，業務上亦無任何來往，故事件對金山無任何影響。
2 :
GS(14)@2012-02-25 13:35:11[realblog]http://realblog.zkiz.com/greatsoup/11284[/realblog]
3 :
GS(14)@2012-02-25 13:35:45http://www.sec.gov/Archives/edga ... aform2509122011.htm
On April 8, 2011, a website article was posted and made allegations regarding certain improper transactions by Mr. Ming Zhao, the Chairman of Puda Coal (the “Article”). Specifically, the Article alleged, among other things, that prior to its initial listing on the Exchange, Mr. Zhao transferred the Company’s 90% interest in Shanxi Puda Coal Group Co., Ltd., the Company’s operating subsidiary (“Shanxi Coal”), from the Company to Mr. Zhao. On April 11, 2011, the Company issued a press release announcing that its Board of Directors had unanimously ratified the decision of its Audit Committee to launch a full investigation into these allegations (the “Investigation”). In the press release, the Company stated that, “although the investigation is in preliminary stages, evidence supports the allegation that there were transfers by Mr. Zhao in subsidiary ownership that were inconsistent with disclosure made by the Company in its public securities filings.”
4 :
GS(14)@2012-02-25 13:40:33http://seekingalpha.com/article/ ... hinese-pe-investors
Chinese RTO Puda Coal, Inc (PUDA) Chairman Ming Zhao transferred the ownership of PUDA’s sole Chinese operating entity, Shanxi Puda Coal Group Co., Ltd (“Shanxi Coal”), to himself in 2009 without shareholder approval according to official government filings. Then, in 2010, Zhao sold 49% and pledged the other 51% of Shanxi Coal to CITIC Trust Co., Ltd (“CITIC”), a Chinese private equity fund, for RMB245 million ($37.1 million).
Zhao then recklessly leveraged Shanxi Coal by borrowing RMB3.5 billion ($530.3 million) from CITIC at an incredibly high 14.5% annual interest rate (including fees) to finance the development of its coal mines. PUDA shareholders are completely unaware of these transactions that decimate the value of its U.S. listed shares.
Background – An Industry Facing Government Mandated Consolidation
According to PUDA’s 2010 10-K filing:
In order to improve production efficiency, workplace safety and to reduce coal mine accidents, the Shanxi provincial government issued a policy in 2009 requiring mergers and consolidations of smaller coal mining companies in Shanxi Province. Pursuant to the government policy, the government awarded certain selected larger coal production enterprises the opportunity to acquire, consolidate and restructure smaller coal mines through mergers, acquisitions and asset or share transfers.
The aggressive government mandated consolidation of the coal mining industry beginning in 2009 coincided with the darkest days of the world financial crisis. PUDA management either had to become a consolidator, requiring massive additional capital, or else dispose of its coal businesses. Management, lead by Chairman Ming Zhao, made the decision to pursue aggressive growth by becoming a consolidator. Unfortunately for PUDA, during the financial crisis, the U.S. capital markets were completely closed. Therefore, in September 2009, Chairman Ming Zhao made a fateful first step to attract Chinese domestic investors: he transferred the ownership of Shanxi Coal to himself.
PUDA Chairman Ming Zhao Takes Action, Stealing Shanxi Coal from U.S. Shareholders
In order to raise money domestically, Zhao needed to sever the direct foreign shareholder ownership of Shanxi Coal, PUDA’s sole Chinese operating subsidiary.
On 9/3/09, Yao Zhao (Ming Zhao’s brother and the legal representative of PUDA’s WFOE, Shanxi Putai Resources Limited, “Putai”) illegally authorized Putai to transfer 90% of Shanxi Coal to Ming Zhao, adding to the 8% Ming Zhao already held. Additionally, Yao Zhao divided his own 2% of Shanxi Coal between Ming Zhao and Wei Zhang.
An official copy of the “Notification of Share Registry Change” can be downloaded here (.pdf), including a partial translation. The transfers resulted in Ming Zhao owning 99% of Shanxi Coal, leaving U.S. investors with nothing. Incredibly, PUDA’s auditor, Moore Stephens, failed to catch this theft of an entire company that is clearly documented in government ownership filings that any lawyer can obtain directly from the source.
After stealing Shanxi Coal from U.S. investors, Ming Zhao began looking for domestic investors to fund his aggressive expansion plans. At the same time, Zhao brazenly continued trying to raise money for PUDA in the U.S., despite the fact PUDA (without Shanxi Coal) was just a shell company. As U.S. capital markets recovered, on 2/18/10, PUDA sold 3.284 million shares in a public offering underwritten by Brean Murray and Newbridge Securities raising $14.5 million (8-K here), without disclosing to the investors that PUDA no longer owned Shanxi Coal, its sole operating subsidiary in China. Why did Brean Murray fail to perform any basic legal due diligence on the real ownership of Shanxi Coal?
Chairman Zhao Sells Half of Shanxi Coal and Borrows $530.3 Million at 14.5%
In July 2010,
Zhao recklessly accepted a highly leveraged RMB2.745 billion ($416 million) equity and debt investment from the $31.3 billion Chinese private equity arm of China International Trust and Investment Company (“CITIC”, website here). On 7/15/10 Zhao sold 49% of Shanxi Coal to CITIC for RMB245 million ($37.1 million) and pocketed the proceeds. An official copy of the “Notification of Share Registry Change” can be downloaded here, including a partial translation.
On 7/19/10
Zhao and Zhang pledged the other 51% of Shanxi Coal to CITIC as security so that the company could obtain a 3-year loan for RMB2.5 billion ($379 million) at a cost of 14.5% (annual interest plus fees) from CITIC. (Note: Zhao pledged 50% and Wei Zhang pledged his 1% of Shanxi Coal to CITIC so that the entire remaining 51% of the company was thus pledged to CITIC). The loan was subsequently increased to RMB3.5 billion ($530.3 million), bringing the combined investment to RMB 3.745 billion ($567.4 million). The official filed copies of the share pledge agreements detailing all these amounts can be downloaded here (.pdf) and here (.pdf).
As of 1/26/11, the outstanding principal, interest and fees payable under the 14.5% 3-year loan agreement amounted to RMB5.0225 billion ($761 million). Annual interest and fees on the loan are an incredible RMB507.5 million ($76.9 million USD), over twice the $34 million EBIT shown in PUDA’s 2010 10-K filing. Shanxi Coal is now a highly leveraged bet on Ming Zhao’s operational ability to dramatically increase coal production and profitability enough to service the company’s crushing debt load. Any disruption could lead to default and loss of the pledged shares to CITIC.
On 12/16/10, PUDA again tapped the U.S. capital markets, this time for $101.5 million by selling 7.85 million shares at $12 per share in a public offering underwritten by Macquarie Capital and Brean Murray (8-K here). PUDA again failed to disclose Chairman Zhao’s 9/3/09 illegal transfer of 99% of Shanxi Coal to himself, nor Zhao’s illegal sale of 49% of Shanxi Coal to CITIC for $37.1 million, nor the $530.3 million 14.5% loan from CITIC secured by the pledge of the remaining 51% of Shanxi Coal shares. Why did Macquarie Capital also fail to perform basic legal due diligence on the real ownership of Shanxi Coal, half of which had been already sold to CITIC? Furthermore, at $12 per share, Macquarie investors paid over six times the $1.91 valuation CITIC paid for 49% of Shanxi Coal in July (see my discussion of valuation at the end of this report).
Chairman Zhao Secretly Returns a Portion of the Shanxi Coal to the Rightful Owner
In a partial attempt to cover up his theft of the company, Chairman Zhao and Wei Zhang transferred their pledged 51% interest in Shanxi Coal to Shanxi Puda Mining Industry Ltd (“Puda Mining”), a former 100% owned subsidiary of Shanxi Coal that, through suspicious shareholder shuffling, Zhao maneuvered to make it the 51% parent of Shanxi Coal. Puda Mining’s 51% interest in Shanxi Coal continues to be completely pledged to CITIC (see official agreement here (.pdf)).
According to the government filing (available here (.pdf)), Puda Mining shares are now 90% owned by Putai (the WFOE), 8% Ming Zhao and 2% Yao Zhao. Following these transfers, PUDA now owns only 45.9% (90% of 51%) of Shanxi Coal, about half of the 90% PUDA owned before Chairman Zhao began his shenanigans.
PUDA’s 2009 and 2010 Audited Financials can No Longer be Relied Upon
Since Ming Zhao stole 99% of Shanxi Coal in 2009, the operating company’s 2009 and 2010 financials should not have been consolidated into PUDA’s 2009 and 2010 audited financials. PUDA’s audited 2009 and 2010 financials can thus no longer be relied upon. For 2011, even though Zhao recently returned 45.9% of Shanxi Coal to PUDA through its 90% ownership of Puda Mining (the 51% owner of Shanxi Coal), Puda Mining’s 51% interest in Shanxi Coal is entirely pledged to CITIC.
PUDA Cannot Consolidate Shanxi Coal’s Financials in 2011 and Beyond
Since CITIC has 100% control of Shanxi Coal, via its 49% ownership plus 51% share pledge agreement including voting, veto and other control provisions, PUDA can no longer consolidate the financial results of this subsidiary (see SFAS 94 page 5 Section 4 link here (.pdf)). PUDA should record its stake in Shanxi Coal as a long-term investment on its balance sheet, valued at cost.
The damage done cannot be reversed. There is no way CITIC will give up their 49% of Shanxi Coal, 51% pledged shares, veto rights and other control provisions. Shanxi Coal owes CITIC over $761 million. Until this debt is repaid (if ever), the share pledge and other control provisions will certainly persist. PUDA is now just a holding company with a minority 45.9% investment in a coal operation in China it does not control, with the added overhead of being a public company (for now at least) in the U.S.
What is PUDA’s Investment in Shanxi Coal Worth?
The book value of PUDA on 12/31/10 was $251 million. Shanxi Coal owns all the mining assets, coal washing plants, cash and receivables and bears the obligation to repay the debt reflected on PUDA’s 12/31/10 balance sheet. The 12/31/10 book value of Shanxi Coal is therefore roughly the same as the 12/31/10 book value of PUDA. I need only to deduct an estimated RMB184 million ($27.7 million) in placement fees and accrued interest on the CITIC loan from the book value of Shanxi Coal, bringing its book value down to $223.3 million. Since PUDA shareholders now only own 45.9% of Shanxi Coal, multiplying $223.3 million by 45.9% gives a value of $102.5 million for PUDA’s Shanxi Coal investment. Dividing $102.5 million that by 30.02 million PUDA shares outstanding at 12/31/10 values PUDA at $3.41 per share.
There is significant risk of default due to the very high leverage and servicing cost of the $530.3 million 14.5% debt of Shanxi Coal. Annual interest and fees on the loan total $76.9 million USD, more than twice times the $34 million EBIT PUDA generated from operations in 2010. Even if Shanxi Coal can grow its profit by 80% in 2011 (as CFO Laby Wu claimed here) to $61.2 million, this growth is insufficient to cover 2011’s $76.9 million interest expense implying Shanxi Coal may incur an operating loss in 2011.
Shanxi Coal is now racing to dramatically increase coal production and profitability from its mines before it defaults on the massive debt load. A default could force the transfer of the pledged shares to CITIC and result in a total loss for PUDA’s U.S. investors. Given the risks, I believe PUDA deserves to be valued at a discount to the $3.41 value of its Shanxi Coal investment.
Apparently, CITIC agrees with me, since the $37.12 million price CITIC paid for their 49% of Shanxi Coal divided by 19.82 million PUDA shares outstanding at the end of the third quarter (when the acquisition occurred) equals only a $1.91 per share valuation.
The average of the valuation CITIC paid ($1.91) and the book value of PUDA’s investment in Shanxi Coal ($3.41) is $2.66. Considering the 2009 and 2010 audited financials can no longer be relied upon, and more importantly, the complete lack of internal control that allowed Chairman Zhao to first steal the company, then sell half the company (pocketing the proceeds) and then pledge the other half of the company to a Chinese PE fund while piling on $530.3 million of 14.5% debt, I strongly believe $2.66 is the most this stock is worth today.
Note: I would like to thank GeoInvesting LLC for obtaining official copies of all the ownership, loan and share pledge records that I cited and linked in this report.
Disclosure: I am short PUDA.
5 :
GS(14)@2012-02-25 13:44:04http://labemp.files.wordpress.co ... -on-sep-10-2009.pdf
轉讓文件
http://labemp.files.wordpress.co ... -on-jul-29-2010.pdf
http://labemp.files.wordpress.co ... -on-jan-26-2011.pdf
抵押文件
http://labemp.files.wordpress.co ... wnership-record.pdf
工商資料，都話亞果份審計報告是拿到的...
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GS(14)@2012-02-25 13:47:15http://www.abbeyspanier.com/cases-overview/370-puda-coal-inc
Puda Coal, Inc.
ABBEY SPANIER RODD & ABRAMS, LLP, REPRESENTING INVESTORS WHO PURCHASED PUDA COAL, INC., ANNOUNCES CLASS ACTION LAWSUIT AND SEEKS TO RECOVER LOSSES
Abbey Spanier Rodd & Abrams, LLP has filed a class action lawsuit in the United States District Court for the Southern District of New York on behalf of a class consisting of all persons or entities who purchased the securities of Puda Coal, Inc. ("Puda" or the "Company") (Nasdaq:PUDA - News), between November 13, 2009, and April 11, 2011, inclusive (the "Class Period").
The complaint charges Puda and certain of its officers and executives with violations of the Exchange Act. Puda describes itself as a leading supplier of premium high grade cleaned coal used to produce coke for steel manufacturing in China.
The complaint alleges that, throughout the Class Period, defendants failed to disclose material adverse facts about the Company's true financial condition, business and prospects. Among other things, the complaint alleges: (i) that, prior to the beginning of the Class Period, certain of the individual defendants fraudulently transferred Puda's ownership interest to defendant Ming Zhao; (ii) that Puda was nothing more than a shell company during the Class Period; (iii) that Puda's reported operating results and financial condition were materially overstated; (iv) that Puda's financial statements were not fairly presented in conformity with U.S. Generally Accepted Accounting Principles and were materially false and misleading; and (v) that, based on the foregoing, defendants lacked a reasonable basis for their positive statements about the Company, its prospects and growth.
On April 8, 2011, Puda issued a press release announcing that it was currently reviewing the allegations regarding improper share transactions by defendant Ming Zhao, which were published in an article entitled "Puda Coal Chairman Secretly Sold Half the Company and Pledged the Other Half to Chinese PE Investors". In reaction to the article and the Company's press release, shares of the Company's stock declined more than 34% on April 8, 2011, on extremely heavy trading volume.
On April 11, 2011, Puda announced that it had launched a full investigation into the allegations raised in the article alleging various unauthorized transactions in the shares of a subsidiary company, Shanxi Coal. The April 11, 2011 press release noted that, "[a]lthough the investigation is in its preliminary stages, evidence supports the allegation that there were transfers by Mr. Zhao in subsidiary ownership that were inconsistent with disclosure made by the Company in its public securities filings. Mr. Zhao has agreed to a voluntarily [sic] leave of absence as Chairman of the Board of the Company until the investigation is complete."
In response to the above announcement, trading in the Company's stock was halted on April 11, 2011.
Plaintiff seeks to recover damages on behalf of all purchasers of the common stock of Puda during the Class Period (the "Class").
If you would like more information about this case please contact:
Nancy Kaboolian
[email protected]
James S. Burrell, II
[email protected]
7 :
GS(14)@2012-02-25 13:47:27http://www.pudacoalinc.com/cgi-sys/suspendedpage.cgi
網都無埋
8 :
GS(14)@2012-02-25 13:48:20http://www.businessweek.com/news ... lleges-in-suit.html
http://www.reuters.com/article/2 ... USTRE81L1H620120223
提告資料
9 :
greatsoup38(830)@2012-02-25 18:21:37http://www.21cbh.com/HTML/2012-2-24/yNNDE3XzQwNDUyNQ.html
[ 普大煤業負責人回應稱，該起糾紛緣於公司私有化過程中未能與股東達成一致所致，並稱公司目前已在美國應訴 ]
美國證券交易委員會(下稱「SEC」)日前在曼哈頓聯邦法院提起訴訟，指控在美上市的中國煤礦公司普大煤業的兩名高管涉嫌侵吞公司資產。這是SEC調查在美上市中資公司會計違規行為的最新一起案例。
SEC稱，普大煤業董事長趙明和前CEO朱立平企圖在2009年9月將該公司間接持有的山西普大煤業集團有限公司（下稱「山西煤業」）90%的股權秘密轉至自己名下，並在2010年將山西煤業股權轉給私募股權基金中信信託。
昨日，針對《第一財經日報》記者提出「是否承認掏空上市公司」的問題，普大煤業負責人回應稱，目前尚不便對此表態，要等待美國法院的審判結果出來後再做定論。該人士還稱，該起糾紛緣於公司私有化過程中未能與股東達成一致所致，並稱公司目前已在美國應訴。
一位投行人士昨日接受本報採訪時表示，按照美國主板市場的規定，上市公司管理層可以進行私有化，但前提是必須向SEC報批，同時發佈公告進行披露。但普大煤業顯然未按規定程序操作。
2011年4月，署名為「Alfred Little」的作者在博客上發表文章，指出趙明為融資收購，將該公司在中國的運營實體山西煤業的49%股權出售並且抵押剩下的51%股權，使普大煤業成為空殼，且未對美國投資者就上述交易進行披露。一時間，普大煤業的資產騰挪成為市場關注的焦點。
在SEC此次對簿公堂之前，普大煤業已在美國資本市場做空中國概念股風暴中因同樣原因「中招」。
普大煤業於2009年在紐約證交所上市，但在2011年退市，主營洗煤業務。該公司在中國的運營實體山西煤業則成立於1995年，主營煤炭開採和煤化工業務。目前擁有總資產近60億元，下轄成員企業12家，煤炭資源總儲量超10億噸，井田面積50餘平方公里，煤炭產能930萬噸。
而普大煤業登陸紐交所的2009年，正是山西煤炭資源重組風起云湧的時候。這一年，山西省政府出台煤炭資源整合政策，要求以省內的八大國有煤炭集團為主導，整合兼併規模較小的煤礦，而後者多以民營小礦為主。
作為美國上市公司，山西煤業被山西省政府確定為具有兼併重組主體資格的重點民營企業。而隨之而來的則是為兼併而進行的融資問題。
有接近普大煤業的人士告訴本報，為了在國內籌集資金做併購，趙明需要將本屬於上市公司的境內實體，變成自己直接所有，以便槓桿融資。
為此，普大煤業進行了一系列股權騰挪。
2007年，普大煤業通過其間接控股的山西普太物資公司獲得了山西煤業90%的註冊資本，山西煤業成為了中外合資公司。隨後，該公司的煤礦等實體資產幾乎全部轉至趙明名下。隨後，趙明在2010年分兩次將山西煤業全部股權轉讓給了中信信託。而在美國上市的普大煤業也成為了名副其實的空殼。完成這些交易後，普大煤業於2011年在美國以私有化的方式退市。
因此，Alfred Little在博文中指出：「趙明賣空了普大煤業在中國境內的資產，把一家美國公眾公司的資產變成了其私有財產，這意味著對美國投資者而言，普大煤業什麼都不剩了。」
但普大煤業一位盧姓負責人接受本報採訪時表示，在去年美國資本市場開始做空中國概念股後，公司即開始著手私有化。但由於公司股東對公司提出的要約收購價格看法不一。因此，部分希望獲得更高價格的股東即以該公司股權問題為由向SEC投訴，後者隨即將公司告上法庭。
「私有化過程中自然有討價還價，分歧很正常；有些股東想通過起訴把收購價格抬得更高，」該負責人說，「但我們美國的律師也已經按照當地法律應訴，希望達到一個更合理的價格。」
10 :
鱷不群(1248)@2012-02-26 23:17:08我也忘記了這回事
http://sdinotice.hkex.com.hk/di/ ... AIN&lang=ZH&sa2p=2&
這筆數廉署應該查查
11 :
P4EVER(23901)@2012-03-03 08:56:38Hello GREATSOUP,
I hope you speak english, since I do not speak mandarin (unfortunately).
I've noticed that you lately posted many info about Puda Inc. and KSE. I hate do admit that it was really interesting to read it.
I was wondering if you are a Puda Inc. shareholder? or if you are doing it just for research purposes.
Anyway, if you are if you are interested, I could give you some more pieces of info about this story. You did an incredibly good job at summarizing what happened with Triumph Fund A, and how Ming Zhao was able to gain access to the HK market (by mean of a reverse merger ... the company was then renamed KSE).
I have some interesting info on Triumph Fund A1, and recent resignations of two CITIC executives from King Stone Energy
I really hope that you are interested,
maybe we could mutually profit from getting in touch.
have a nice week end
To contact me you can drop me a private message on this forum. of you can contact me at
[email protected]
12 :
greatsoup38(830)@2012-03-03 18:44:27I have sent a mail to you, have you received yet?
13 :
P4EVER(23901)@2012-03-03 21:32:22received! ... are you the same person ? .... greatsoup38 = greatsoup ?
same person ... 2 aliases? ...
14 :
greatsoup38(830)@2012-03-03 22:00:42greatsoup38 is another alias in this forum...They are same person
15 :
P4EVER(23901)@2012-03-03 22:29:51I just sent you an e-mail
16 :
GS(14)@2012-03-05 22:13:04http://www.ecitic.com/UserFiles/ ... x/zxjxhjmt1tjxx.pdf
不知從哪來的
17 :
GS(14)@2012-03-05 22:13:16http://www.81law.com/news/sa_news_aid_2454/
SEC指控普大煤業董事長及前CEO借空殼公司欺詐投資人
18 :
P4EVER(23901)@2012-03-13 00:51:18http://www.youtube.com/watch?v=RIbOp0w6
Is Shanxi Puda Coal issuing misleading PRs in the PRC to restore its reputation?
山西普大煤业煤炭在中国，以恢复其声誉发出误导性陈述？