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• The objective of this case is to allow a discussion of issues such as the method
used by Chinese companies to list on stock exchanges in the US using reverse
mergers, the risks associated with complex corporate structures that are used
to facilitate such listings, and corporate governance and accounting issues in
Chinese companies listing in the US through reverse mergers.
WHAT IS A REVERSE MERGER ?
In 2006
Zou Dejun, the CEO of Dalian The Shares of RINO
RINO Environment International
Engineering Science and Jade Mountain Corporation
Technology Co. Ltd(Dalian changed its name to
RINO), found a Nevada-based 100% shares of
RINO International RINO International
shell company, Jade Mountain Corporation.
Corporation, that was listed Corporation were
on the Over-the-Counter hold by Zou and his
Bulletin Board (OTCBB) but wife Qiu.
which was largely inactive.
OTCBB
Independent
Directors :
Xie Quan
Kennith Johnson
Zhang Weiguo
Bruce Carlton
Qiu from October
Richardson Ben Wang from
2008 to April
October 2007 to May 2010.
2010
September 2008
Trouble Looms In Muddy Waters
- In the US (US$193 Million) and its Results In Its Chinese Regulatory Filings (US$11
Million).
- Capital raised by Rino was diverted to fund Dalian Rino’s China operations.
- Rino did not report any tangible assets being a manufacturing firm.
Short selling is the sale of a security that the seller has borrowed.
• A short seller profits if a security's price declines.
• In other words, the trader sells to open the position and expects to buy it back later at a lower price and
will keep the difference as a gain.
Questions About the Auditor’s Role
The discovery of these irregularities by a shortseller firm, instead of an audit firm, begs the question as
to the competency of RINO’s auditor.
• Frazer Frost is a relatively small firm and did not have local operations or an office in China.
• Employees travelled to China from their California headquarters to perform audits, which cast
doubts on their capability in performing audits effectively.
• The audit partner, Susan Woo, did not have significant experience in auditing listed companies in
the US, much less overseasbased companies.
• Almost all of Frazer Frost’s listed clients were Chinabased companies.
The Fallout
One day after the release of the Muddy Waters’ report:
• RINO stated that it had begun an internal reviews
• RINO decided to postpone its Q3 2010 earnings conference call.
• RINO’s audit committee issued a statement declaring that it will conduct a thorough investigation.
• After the allegations by Muddy Waters, RINO’s stock collapsed by 60 per cent from US$15.52 to
US$6.07 over six days.
• On 11 April 2011, SEC suspended RINO from trading .
• The SEC alleged that Zou and Qiu diverted $3.5 million in company funds to buy a home in
California, without telling investors.
• The SEC said Zou and Qiu agreed to pay $150,000 and $100,000, respectively, without admitting or
denying the charges.
• They also will be barred from serving as officers or directors of a public company for 10 years.
What Is an Earnings Conference Call?
• The earnings conference call is a way for companies to relay information to all interested parties,
including institutional and individual investors, as well as buy and sellside analysts.
• Conference calls allow companies to highlight successes during prosperous times and calm fears
during adverse ones.
• The most popular time for companies to conduct these calls is immediately following the release of
financial results, typically at the end of each quarter.
• These are known as quarterly earnings results conference calls.
CLOSING THE LOOPHOLE
In the lieu of scandals involving many other Chinese reverse merger companies
the US Securities and Exchange Commission (SEC) tightened requirements for
listing through reverse mergers. The new rules required companies to:
1. Complete at least one year of “seasoning period” trading in either the US
over-the-counter market or on another US-regulated or foreign exchange.
2. Maintain a minimum closing stock price of US$4 (US$3 or US$2 in the case of
NYSE and Amex, depending on the listing standard) per share for 30 of the 60
days before the date that listing begins.
3. Timely file all required periodic financial reports with the SEC or other
regulatory authority, including at least one annual report containing audited
financial statements for a full fiscal year commencing after the filing of the above
information.
CROSS BORDER ISSUES
The SEC and the China Securities Regulatory Committee (CSRC) had signed a
memorandum of understanding to improve cross-border cooperation and collaboration
in 1994.
Before the new rules the foreign countries need not submit the financial reports of
entities lodged in their home countries. Hence, RINO had needed to comply only with
the Sarbanes-Oxley Act, NASDAQ listing rules and other applicable corporate laws in
US.