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Posts Tagged ‘S-Chips’

Why S-Chips no hew our laws

In China, Corporate governance on 26/03/2013 at 5:46 am

Chinese no hue US laws.

Ned L. Sherwood won a proxy contest with the ChinaCast Education Corporation, an education company based in China that is incorporated in the United States, but the ousted executives subsequently transferred all the company’s valuable Asian assets, leaving Mr. Sherwood and the US public shareholders with nothing but a lawsuit in China. The deal highlighted the risks of investing in Chinese companies.

AND

Now some distressed debt investors get to find out what exactly it is you buy when you buy American-issued debt in a company incorporated in the Cayman Islands and doing business in China. I suspect the answer will be “not much.” http://dealbook.nytimes.com/2013/03/22/chinese-solar-giants-bankruptcy-presents-a-test/?nl=business&emc=edit_dlbkpm_20130322

But investors still buying these bonds.  http://blogs.reuters.com/breakingviews/2013/03/22/exposed-bondholders-suffer-solar-burns-in-china/

S-Chips are not the only Chinese junk exports, ask the US and HK

In China, Hong Kong on 23/04/2012 at 6:44 pm

The 180 Chinese companies that went public around the world since the beginning of 2010 are trading at an average of 21%  below their IPO prices, Bloomberg News reports.

In Singapore, the third-biggest market for such listings after Hong Kong and New York, eight Chinese companies that went public in 2010 have declined an average of 47 percent from their offer prices, the data show. That compares with a drop of 15 percent for the 23 non-Chinese firms that had IPOs in 2010.

And trading volumes are shrinking. In the last 12 months, trading volumes in S-Chips have halved. [Update on 24 April 2012 at 7.20pm]

But HK and the US are doing something. Regulators in Hong Kong are set to propose rules that would make banks liable for faulty IPO documents, Reuters reports. And earlier today, Hong Kong’s securities regulator fined a brokerage firm and revoked its corporate finance licence. Mega Capital (Asia) has been fined HK$42m (US$5.4mfor “inadequate and sub-standard” diligence work and “failure to act independently”. The firm was the sole adviser to Hontex International, which had raised HK$1bn via a share sale in 2009. BBC Online

In the US, the SEC and FBI have been investigating people allegedly involved in fraud in China-based companies listed on US exchanges. Latest [25 April 2012] SEC investigations and analysis of the complicated structure that overseas listed Chinese cos (including S-Chips) have to adopt to list overseas which makes malpractice easier..

Err waz happening here? We are told by an SGX non-executive director that SGX is “a private club” despite it regulatory role. He said this recently when representing SGX in court as SGX’s lawyer in a case involving a S–Chip. Article 14 analyses the case.

When will this happen to a S-Chip?

In China, Corporate governance on 22/04/2012 at 7:20 pm

It may be a tiny Chinese educational company worth a little over $200 million. But the ChinaCast Education Corporation has found itself embroiled in a battle worthy of a John Grisham novel.

Its ousted chief executive, Ron Chan, has been accused of aiding in the disappearance of ChinaCast’s chops — ornate corporate seals that are needed to approve everything from paychecks to contracts.

And recently more than a dozen men claiming an association with Mr. Chan burst into the company’s Shanghai office twice, violently carting off several computers from the finance department, according to a United States regulatory filing.

http://dealbook.nytimes.com/2012/04/19/battle-over-a-chinese-company-turns-physical/?src=dlbksb

No wonder S-chips are finding it difficult to get people to be non-executive or independent directors.  And the row between China Sky’s former independent director Yeap Wai Kong and SGX doesn’t help. He took SGX to court in an attempt to quash its public reprimand issued against him in December 2011. The court is hearing the case.

FBI in US, SIAS, SGX here

In China, Corporate governance on 02/02/2012 at 8:49 am

FBI investigating adviser on Chinese reverse mergers following a spate of problems with these listcos. No such luck here for investors here in S-Chips, despite the well documented problems. Investors only got SIAS and SGX.

http://dealbook.nytimes.com/2012/01/27/f-b-i-searches-offices-of-n-y-adviser-on-chinese-reverse-mergers/?nl=business&emc=dlbkpma1

I mean even HK securities authority seems to be more active in taking action against Chinese listcos (see bit towards end of article).

http://www.bloomberg.com/news/2012-01-30/hong-kong-s-tiger-court-fight-tests-regulator-s-offshore-reach.html

Shan Gao Huang-di Yuan (“The mountains are high and the emperor is far away”)

In China, Corporate governance on 16/01/2012 at 6:01 am

It was SGX managers that were keen on China listings in the late 1990s and early noughties. They got their mult—million bonuses, but minority shareholders in many S-Chips got the worms. Now SGX has all kind of rules to try to ensure good corporate governance. But as this shows, the mgt of a Chinese co listed on NASDAQ, doesn’t care a damned abt US laws, confirming the experience of investors here on the attitude of the management of S-Chips to S’pore laws and SGX’s rules.

If ChinaCast again loses in the Delaware courts, the question is, what will it do afterward? The Chinese company could simply refuse to honor the court’s order. It has no assets in the United States, so it could easily ignore any monetary fine. However, it is listed in the United States and is subject to S.E.C. supervision; such an act is likely to crater its stock price. The likelihood of such a response is low, but it appears that ChinaCast’s current management is going to fight this coup to the bitter end. Expect more maneuvering by all parties involved.

There is a wider lesson here. It is hard to know the real facts in this case given the murky nature and distance of the events, but whatever the truth is, investing in companies based in a foreign country is risky not only because the rule of law is weaker, but also because of cultural differences.

Foreign companies are not as familiar with United States practices and laws governing domestic corporations. They are sometimes more willing to push the envelope, either out of cultural inexperience or simple ignorance. ChinaCast itself appears to have been a bit behind the ball in getting good advice.

 Sigh. Taz the scandal, not PM and ministers earning millions. But SGX listing cos that are difficult for S’pore-based investors to monitor, and police.

When China plays fail in US

In China, Corporate governance on 30/07/2011 at 7:02 am

The shareholders of dud China plays are increasingly filing class-action lawsuits against the companies, auditors and even the investment banks. The auditors and banks have deep pockets. http://dealbook.nytimes.com/2011/07/26/chinese-reverse-merger-companies-draw-lawsuits/

Too bad for investors in S-Chips that class-action law suits are difficult to undertake here. So the banks are auditors are safe from law suits.

China play: when due diligence is not enough

In China, Corporate governance on 27/06/2011 at 9:54 am

The hedgie who made a fortune shorting subprime mortgages, and who made money buying BoA when one Temasek was selling, recently lost US$100m over a China play despite doing serious due diligence. http://dealbook.nytimes.com/2011/06/24/paulson-speaks-out-on-sino-forest/?nl=business&emc=dlbkpma21

If such an investor with all his resources and acumen, can still get snookered, what makes the ordinary retail investor here think he can do better?

Ignore S-Chips? They can ruin yr finances.

S-Chips: Sumething SIAS could do

In China, Corporate governance on 11/06/2011 at 4:45 pm

SIAS is, as usual, calling for more measures to safeguard investors’ interesting following yet another S-Chip fiasco.

SIAS has a research department. Why can’t it do what Muddy Waters Research is doing? This US firm has issued damning reports on five Chinese cos listed in the US. He approaches each case like an investigation, sifting through corporate registration documents and even hiring private investigators to pose as potential business partners.

Yet another reason to avoid S-Chips

In China on 16/05/2011 at 10:07 am

This story tells how Yahoo may have been taken for a ride in China: Yahoo is upset with its Chinese partner Alibaba over the latter’s transfer of a major internet asset to its chief executive.

If a major MNC, with its legions of lawyers, accountants and executives, can end up in this type of situation, wouldn’t it be better for retail investors to avoid S-Chips as a matter of principle?

Gd reasons to continue avoiding S-Chips

In China, Corporate governance, Uncategorized on 18/04/2011 at 12:07 pm

SGX has mandated that S-Chips introduce new measures that could give them more control over their mainland-based legal representative or top executives.

But “constructive”, “nation-building” Today reports that there practical problems.

“If you don’t have the cooperation of the legal rep, then you might not be able to go through the whole procedure and then to effect the removal of the legal rep because you can foresee that the legal rep will not give full cooperation in helping you to remove himself,” said Mr Lin Song, co-head of international China practice group at law firm KhattarWong.

The lawyer was referring to the paperwork involved in effecting the removal of the Chinese-backed legal representative. Company transactions become binding only when they bear the firm’s corporate seal and the power to affix this seal is vested only in the legal representative.

“The issue is more on the execution level even though you might have in the articles of association all these provisions when you really need to remove the legal rep … you may face difficulty,” Mr Lin said.

“For example, the listed company might be required to present the local authority a stamp registration form and other documents which might require the legal rep to sign,” he added.

Mr Robson Lee, partner at Shook Lin & Bok LLP, echoed the same sentiment that the SGX ruling might not be enough to clip the wings of Chinese-backed executives.

Mr Lee, who also sits as a director for S-chip firm Youcan Food International, said there are practical enforcement difficulties to ensure compliance by the executive management that are based in China.

“It would be better to put in place the necessary legal provisions in the articles of association to give the board of the listed company the legal right to intervene when things go wrong,” he said.

Article

Will MAS ever say this?

In China on 31/03/2011 at 6:39 am

Martin Wheatley, the outgoing head of Hong Kong’s securities market regulator, said today that sponsors’ due diligence of initial public offerings has been “inadequate” at times.

“In many cases, sponsors are spread too thinly in terms of the number of deals they’re bringing to the market at any one time”.

Hong Kong’s regulator may make sponsors of IPOs in the city liable for statements in their clients’ prospectuses to prevent fraud of locally listed Chinese companies.

Bloomberg story

Never ever heard any MAS official say there was anything wrong with sponsors’ due diligence despite some new listcos coming out with profit warnings shortly after being listed.

I’ve been told that MAS does not inspect sponsors to ensure that they are following “best practices”.  It is left to SGX. A few years ago, a then prominent IPO sponsor was “suspended” from bringing new listings to market.

The HK proposal to make sponsors of IPOs in the city liable for statements in their clients’ prospectuses is a gd one, and should be adopted to prevent fraud in listing S-Chips.

How can independent director of troubled S-Chip resign?

In China, Corporate governance on 28/03/2011 at 1:35 pm

Hongwei’s independent director Ji Yicheng has resigned saying,”personal reasons, heavy workload”.  If the director of a troubled listco can quit when the listco gets into trouble,  then what is corporate governance all abt? Such an action is making a mockery of the responsibilities of being an independent director

The SGX must do something to prevent an independent director of a troubled S-Chip, indeed any troubled listco, from resigning. Such a resignation must have the approval of SGX.

The directores at the time the company got into into trouble must sort out the mess.  They cannot be allowed to “move on”.

.

S’pore Inc: SGX misread Oz

In S'pore Inc, Temasek on 20/03/2011 at 10:31 am

A A$7.3 billion ($7.1 billion) bid by the Singapore Exchange (SGXL.SI) to take over its Australian rival is faltering as the Australian government, the regulator and a key opposition party are all set to reject it, the Sydney Morning Herald said.  Reuters article

The SMH story is extremely credible was it was written by the paper’s chief political correspondent. 

This shows that SGX did not do its homework. Everyone who has a say in approving the bid seems against it. Reminder: the takeover needs the approval of the Foreign Investment Review Board, then the Treasurer (finance minister) and then Parliament (where the governing party does not a majority).

The only people in favour are the ASX board and the shareholders. They would wouldn’t they? The shareholders are being offered a huge premium.

SGX should cut its losses and move on. And sack is FT CEO who, I’ve been assured, is the moving force, behind the deal. It';s not the first time an FT CEO has messed up SGX. It had a previous FT CEO. But the in-between local-born CEO (now president at Temasek) doesn’t have a gd record too, S-Chips continued to be the primary source of new listings (numberswise) when he was CEO, even though evidence that there were problems with S-Chips was growing.

Two more reasons to avoid S-Chips

In China on 01/03/2011 at 7:04 am

Two S-Chips have been suspended because of audit problems.

What more dangers lurk in the S-Chip swamp? Whatever the case, those Ozzies who don’t want ASX to be taken over by SGX have two more reasons.

Don’t enter the dragon

In China, Corporate governance on 27/01/2011 at 5:20 am

To avoid being shafted.

I was reading these Shanghai Asia related letters to the press a couple of weeks was and preening myself myself for giving Shanghai Asia a miss several yrs ago. What attracted me then was that the company was making foil paper for cigarette manufacturers. And the Chinese were (and are) smoking all the way to hell.

But fast forward to today and this business is being sold at an unattractive price. Minority shareholders are rightly upset but can’t do anything because the controlling shareholder supports the deal.

I gave it a miss because S-Chips were then in the Wild, Wild West when it came to corporate governance. They still are it seems, notwithstanding the efforts of SGX and the SIAS, the shareholders’ champ, to assure us that S-Chips are well regulated.

Even Chinese companies listed in the US are considered dodgy by this widely followed writer on all things investments.

So let’s give S-Chips that have everything in China except a few independepent directors here a miss, shall we?

Midas: Here be value?

In China, Economy on 24/05/2010 at 4:29 am

[Update on 31 May 2010 -- Midas wins S$234m  Shanghai metro contract.]

Brokers’ reports say that S-Chip Midas will be beneficiary of China’s rail expansion.

How big is this expansion, sometime back FT reported:  Bank of China, the country’s third-largest lender by assets, will invest $1.1bn in a railway line as Beijing encourages state-controlled financial institutions to help pay for the world’s most ambitious rail network expansion .

BoC said it would buy a 14.5 per cent stake in a new railway operator that will build a line to transport coal from inland Shanxi province to Shandong province on the eastern seaboard.

The announcement came one month after the bank said it would invest nearly $900m in a state company that is building the high-speed rail line between Shanghai and Beijing.

China is expected to account for well over half of all global rail investment this year, with an estimated Rmb824bn ($120bn) budgeted for 2010 alone.

“Apart from the US interstate expansion in the 1950s and 1960s or the US railway build-out in the early 19th century there has never been anything like this,” according to John Scales, transport co-ordinator at the World Bank office in Beijing.

S=US$

Sino-E: Expectations raised then dashed in three weeks

In China, Corporate governance, Uncategorized on 15/05/2010 at 5:19 am

It was less than a month ago that Sino-Environment annced that S$14 million had been “secured”. http://atans1.wordpress.com/2010/03/29/sino-e-wheres-the-14m/ and implied that things were looking up

So it must have come as a shock to shareholders that the CEO had quit and the company is in interim judical mgt.

Were the independent directors doing the right thing earlier this year? http://atans1.wordpress.com/2010/01/10/sino-e-where-are-the-managers-doc/

Or were they intent on making sure they could not be sued?http://atans1.wordpress.com/2010/01/03/sini-e-the-plot-thickens/

Hopefully someone will explain to the shareholders how within the space of less than a month expectations were raised and then dashed. Though I doubt it.

Sino-E: Could this happen?

In China, Corporate governance on 14/04/2010 at 6:04 am

If this can happen to a UK listco, which is part of the Hong Leong Gp, could happen to Sino-E or any other S-Chip that has or had management or corporate governance problems.  SIAS and SGX should ask listcos what steps they have taken to prevent sumething similar happening to them in China? FT reports

Millennium & Copthorne, the hotel group, underscored the challenges for western companies operating in China on Monday after it revealed that a former employee at one of its joint ventures there had allegedly sold $48m (£31m) of the venture’s assets without M&C’s permission.

The company said the employee, Cheung Ping Kwong, sold the assets – which included a hotel and development land – in spite of a Chinese newspaper advertisement issued by the joint venture warning that he had been removed from his position at the group and was not authorised to sell the holdings.

Sino-E: More $ down the drain?

In China, Corporate governance on 12/04/2010 at 5:03 am

Can’t understand why Sino-Environment spends $ on advisers* in connection with the proposed restructuring of the Company’s 4% convertible bonds due 2013 issued in an aggregate principal amountof S$149 million (the “Bonds”) and its debt obligations.

When it terminated nTan Corporate Advisory in March as the independent financial adviser (IFA ) to the Company, the board said, “In line with the Company’s cost-cutting measures, the Company has terminated the appointment of the IFA with effect from 18 February 2010. The Company’s newlyappointed chief executive officer, Mr Sam Chong Keen, will undertake the task of negotiating and liaising with the Company’s bondholders.”

I think the board owes the shareholders an explanation for this change of mind. And I hope SIAS or SGX will ask the board for an explanation. Though something tells me that nothing will happen.  Poor shareholders, they might reasonably think that  directors are spending shareholders’ money to ensure that the board doesn’t get sued.

Or that the board thinks CEO is not up to job?

*Ernst & Young Solutions LLP (“E&Y”) is the financial adviser. “E&Y’s scope of work will include, among other things:

(a) advising and assisting the Group on suitable options for discussion with the holders of the Bonds (the “Bondholders”) and providing assistance on the development of a comprehensive debtrestructuring plan of the Company’s existing borrowings and liaising and negotiating with the Bondholders in connection with the debt restructuring exercise; and

(b) undertaking a business and financial analysis on certain related matters.”

“The Company has also appointed Stamford Law Corporation as its legal adviser to act for the Group in relation to matters arising from the debt restructuring.”

Sino-E: Where’s the $14m?

In Accounting, China, Corporate governance on 29/03/2010 at 5:08 am

In the middle of March, BT reported that the CEO declined to comment on the S$14 million cash reserves the group’s former executive directors claimed to have kept in a Xiamen bank, saying: “We haven’t sent the auditors in yet, so I don’t want to make any comments on the cash as that could be quite misleading.”

Have the auditors gone in yet? And if not, when? Sin0-E shld be telling its shareholders.

[Update on 18 April 2010 -- Co says money is there and that it has been secured]

As a group of managers have asked for the opportunity to subscribe for 20% or more of the group’s issued paid-up capital in the form of new shares, shareholders could be reassured that there is value in Sin0-E, something that the CEO was quick to point out. But they should worry that this request was tied to a pledge of support to the new directors.

A polite threat?

HKEx: Plan B when Shanghai overtakes it

In Uncategorized on 11/03/2010 at 5:48 am

Sounds (see below) bit like SGX’s strategy of playing second fiddle (although perish the tot of SGX admitting that it is  pursuing second tier status).

And it doesn’t need a Plan B, yet. Note that Prudential said that has made its application to the exchange for an introduction and said it would not offer any new ordinary shares. It had previous said it would apply for a dual listing after it stakeover of AIA. French cosmetics group L’Occitane is getting ready for an IPO in Hong Kong next month in a move that highlights rising consumer demand in Asia for luxury goods. It  could raise up to US$700m to bankroll its Asian expansion plans.And FT reports further, “A successful listing could re-ignite interest among other European luxury goods companies, including Prada and Ferragamo, which abandoned Hong Kong IPO plans ahead of the global downturn.”

Contrast this with SGX. It has now only started marketing to the Ruskies. Let’s hope some decent R-Chips come our way.Thinking of S-Chips: Sino-E and friends, I have my doubts.

From Reuters Breakingviews:

The Hong Kong Stock Exchange is the world’s second-biggest by market capitalization. Call it the China factor. Yet as the mainland’s own exchanges get bigger, Hong Kong can’t count on winning prize listings forever. It’s time for a Plan B.

Hong Kong has long been the destination for public offerings of China’s state-owned companies, because mainland rivals were deemed too small. But now, China wants to develop an international financial center on the mainland. Even Hong Kong stalwarts, like the lenders HSBC and Standard Chartered, plan to issue shares over the border. The next big bank to list, Agricultural Bank of China, may eschew Hong Kong altogether.

Hong Kong can’t get away from its Chinese roots. Efforts at diversification from Chinese public offerings have had little success. In 2009, mainland enterprises still accounted for more than 82 percent of all public offering money raised. The failure of the American International Group’s Asian life insurer, A.I.A., to go through with a planned listing may cut Hong Kong’s pipeline in half.

Charles Li, the exchange’s new chief executive — and a mainlander — says the exchange seeks to position itself against competition from London, New York and Shanghai by doing things that others can’t do. One way would be to focus less on initial public offerings and more on other businesses, like derivatives. As China’s own capital market deepens, the need for more sophisticated products will increase.

The real gold mine, though, could be for Hong Kong to focus on becoming China’s offshore renminbi capital. China is keen to push the renminbi internationalization agenda, but progress has been slow, mainly because of a lack of products for investment. Trading renminbi bonds offshore could be a good start. Stocks priced in renminbi could follow.

Hong Kong would need Beijing’s approval, and might have to accept a future without blockbuster public offerings. But better a partner than a rival.

ROB COX and WEI GU

Earlier posting on Shanghai’s ambitions http://atans1.wordpress.com/2010/03/01/spore-hk-have-competition/

S-Chips: putting their cash into S’pore banks

In Accounting, China, Corporate governance on 02/03/2010 at 5:38 am

The ST suggested that S-Chips should deposit their cash in in DBS, OCBC or UOB and not Chinese banks.  This could reassure investors that the S-Chips’  cash were safe.  This would in turn help the shares to trade above their net cash per share.

Err might not be a gd idea. Forget about the practical reasons like

– the companies not having the cash they claim they have; or

– withdrawing the cash after depositing it for reporting purposes and deposting it again just before the next reporting date. To prevent this the banks would need clear mandates to report such actions, and manpower and systems to track such movements.

It could be that the investors are (or will be) concerned that the cash could be used up in unprofitable businesses. Chinese dot.com companies listed on Nasdaq were trading below their net cash positions after the dot.com bust. Investors rightly assumed that they would not see the cash.The cash would be used to fund internet ventures etc. Anything else except be returned to shareholders.

They were right.

S-Chips: A warning on the prospectus?

In China on 26/02/2010 at 5:56 am

SIAS presient was reported in Wednesday’s ST as saying, “If ever a China company is listed in S’pore which has got business in China, management in China and money in China — please think 100 times before you put your money into the company.”

This should have been put on the prospectus of all S-Chips. But don’t you think it is too much to ask SGX to make this warning mandatory? It needs new listings, even tiny ones. At a time when there is talk of a billion dollar China co wanting to list here, HK is preparing for a US$20bn listing of AIG’s Asian life insurance operations. It could come as early as April this year.

But maybe responsible IPO managers should include this in bold lettering on the cover of future S-Chips IPOs?  And with the appropriate changes, for any IPO where only the listing is here?

Sino-E’s board are powerless/ SIAS needs to growl louder

In Accounting, China, Corporate governance on 25/02/2010 at 5:31 am

I’ve always wondered why SIAS had been quiet on the lack of news from Sino-E’s board on what was being done to protect the assets and business of the company. I had tot that maybe company had quietly assured SIAS that things were in motion but that publicity could cause problems.

So I was surprised to read in Wednesday’s papers that SIAS had gone public on Tuesday, saying it had asked asked questions since December, but had been ignored. ST also reported that Sino-E had responded in a sense. No wonder it didn’t earlier reply or inform shareholders, the news is not reassuring. Bugger-all has been done other than reconstituting the board and appointing a CEO. Production has ceased, and the cash has not been secured.

Though to be fair, the board is S’pore-based, while business, assets are in a faraway district in a faraway province from Beijing or Shanghai in China.  And the board could could argue that since the shares are still suspended, there was no need to upset shareholders with the bad news.

Let’s hope that SIAS has learnt that a nicely, nicely approach could be taken as a sign of weakness and impotence.  More and louder growls, pls. If nec, howls pls. Wolves are feared: lap dogs and toothless mutts are not.  As MM has said, S’poreans needed to be spurred.

Sino-Environment: Still waiting for reassurance or bad news

In China, Corporate governance on 21/02/2010 at 6:02 am

Just before CNY, Sino-Environment annced that one of the directors had become CEO.

Well and gd that co has a CEO.

But if I were a Sino-E investor, I still want to know the state of the businesses, whether the assets are still there, and  if the assets are being looked after properly. In short whether the new board is in control on the ground in China.

On this silence.

Sino-E: Waz up Doc? Again

In China, Corporate governance on 29/01/2010 at 5:45 am

Since http://atans1.wordpress.com/2010/01/10/sino-e-where-are-the-managers-doc/ there is no news on appointment of on-the-ground managers, or reassurance that the assets and business are being looked after properly by China-based managers.

Board, if you are helpless, say so leh? No shame telling shareholders that with you in S’pore and assets and business in a far away province in distant China. Even the Chinese emperors admitted that there were parts of China where they could do bugger-all.

New reason to be a China bear?

In China on 13/01/2010 at 6:30 am

Came across this scary tot. What can happen as a consequence of 30 million Chinese males having problems finding wimmin.

Sino-E — Where are the managers, Doc?

In China, Corporate governance on 10/01/2010 at 11:01 am

If I were a small shareholder, I’d need some more information on what is happening.

Following last Sunday’s announcement that the three executive directors (EDs) had resigned, the independent directors (IDs), by then the only remaining directors, said mid-week they had made three new board appointments and re-appointed the former financial controller.  Two were IDs and one was a non-executive.

But till time of this post, nothing has been heard about who is managing the company in the absence of the CEO or any ED in China. And if no one is managing, who will manage it and when? Waz the point of all these directors based here? Everything of value is in China.

The IDs should be telling shareholders what they are doing to ensure that the assets of the company are not plundered or the business is not misrun in the absence of the EDs. If there are already gd managers on the ground, shareholders should be told. If there are none, why were there no plans for managers to replace the EDs? After all the IDs were seeking to remove the then  EDs.  And when will the new managers are expected to be in place? Shareholders need this information.

Surprised

  • SIAS not publicly commented on this;
  • SGX not publicly querying company; or
  • none of the usual corporate governance pundits are even raising this issue.

But who knows, maybe behind the scenes? Somehow I doubt it.

Is all this corporate governance activity by the two IDs and talk by others, Wayang or shadow puppetry in its most sophisticated form?

A small shareholder might very well think that. I couldn’t possibly comment

Sino-E: Even IDs are in the dark

In China, Corporate governance on 05/01/2010 at 6:20 am

After the Chinese police refused to proceed against the chairman as requested by the independent directors, the three executive directors  resigned, leaving no-one to run the company. This mass resignations seems to be taunting the IDs as they are resigning after a favourable police decision. They had refused to resign for months and the IDs had to get a court order to call for an EGM to remove the EDs.

Adding insult to injury, the company said IDs “will continue to keep shareholders updated of all material developments”.

Err … But when BT asked the IDs for comments, they said that they are seeking to clarify the situation before issuing any response. As at the time of this posting, no annc has been made by the IDs.

They must be confused and worried because with the EDs resignation, no-one is managing the company. And some workers are threatening to strike over the IDs actions. And they could be sued by the chairman and shareholders.

Great way to start 2010.

They have the responsibilities and powers of directors but are powerless in reality. The co’s assets are in a far away province of a far away China. Taz the reality.

Sini-E: The plot thickens

In China, Corporate governance on 03/01/2010 at 5:29 am

Recently I had pointed out that the independent directors, despite getting a court order, had done nothing to call the EGM to sack the executive directors. I speculated that maybe they had found out that the EDs had the votes   http://atans1.wordpress.com/2009/12/31/sino-enviro-waz-up-doc/ .

Well there is now an annc on company’s site saying that that the chairman had been cleared by the Chinese police of allegations made against him by the IDs.

Ouch! This is not good news for the IDs. It undermines the allegations that they are making against the EDs. As the Chinese docs are dated 25 Dec, maybe they knew about it and hence did not call EGM.

If I were an ID, I’d be concerned about the chairman suing, whether I have the appropriate insurance policy, and whether PwC can be sued. I”m sure PwC are consulting their lawyers and checking their insurance policies.

Wonder what SIAS will now say? They have been supportive of the IDs actions.

All goes to show: Taking an IDship in a company listed in one country, domiciled in another with assets in a third where there are problems with the rule of law is not to be taken lightly. It, like investing, in such a company can be the stuff of nightmares.

Sino-Enviro: Waz up Doc?

In China, Corporate governance on 31/12/2009 at 4:05 pm

When is the EGM to remove the executive directors going to be called?

On 17 December 2009, the independent directors announced, inter alia :”At the conclusion of the hearing on Thursday, 17 December 2009, Chong JC granted, amongst others, the following orders:

a. That pursuant to section 182 of the Companies Act (Chapter 50), an

Extra-Ordinary General Meeting of the members of the Company (the

“Meeting”) be called and conducted within 21 days from the date of

i. To remove the Executive Directors from the Company’s Board of Directors”.

It’s now 31 Dec, and there is no EGM annc.  Why not?

One wonders if the IDs have found out that the EDs have the votes to prevent them from being removed? http://atans1.wordpress.com/2009/12/26/spare-a-tot-or-more-on-sino-environment/

Juz speculating, Watson.

But having gone to court, this silence from the IDs is deafening, and should worry the punters (sorry investors) in this stock. But then it seems the retail shareholders of this company are extremely passive. It took the IDs to get an order of court to hold an EGM, while the efforts of some shareholders (I salute them) to organise an EGM came to nothing.

They should realise passivity has its price. Ask those investors in minibonds, and HN5, Jubilee and Pinnacle notes.

Spare a Tot or more on Sino-Environment

In China, Corporate governance on 26/12/2009 at 10:22 am

It’s party time, but spare a tot for the independent directors of Sino-Environment.

They are not having a good time. They have gone to court to get orders to hold an EGM to remove the executive directors, and to restrict the EDs’ actions.

If at the EGM the EDs are not removed, the two IDs could find themselves personally  liable for a lot of  legal bills, including the cost of getting the court orders. And looking really dumb. But if they didn’t do anything, they might be sued by some investors or troubled by the authorities.

Already the EDs have complained, “The Independent Directors have apart from legal advice rendered to them by the solicitors to the Company, sought and obtained separate legal advice for themselves in their personal capacities, at the expense of the Company. We have informed them that they should do the right thing by not using Company’s funds to pay their own legal fees.”

“The fees charged by WP to the Company for acting for the IDs from April to date amount to the sum of S$268,946.00.”

And “The IDs had appointed PwC to carry out the “special audit” before they informed the EDs about the appointment … The EDs have never agreed to any fee structure or fee of PwC as alleged …The EDs strongly object to the unjustifiable fees that PwC charged to the Company to date, amounting to the sum of S$952,874.00. “

Come the start of the Lunar new year in February, will the nightmare continue for the IDs? It could, as it is difficult to think the EDs would take what is happening lying down. They said, “The EDs’ reasons and explanation as to why they have not acceded to the IDs’ calls to step down have already been fully explained.”

They wouldn’t say this would they, if they didn’t think they have the votes? IDs could find that despite an open share register (Remember, SIAS said that the share register of Sino-Environment is open, with no controlling shareholder), the EDs have the votes.

What price the IDship of a S-Chip? You could find yourself liable to shareholder suits or suits from the company. And the authorities may ask you questions.  And there is the reputational damage. Based on the last available annual report, the then IDs each got $250,000 or less. How much exactly was not disclosed (perfectly legal this).


Waz the point?

In Corporate governance on 18/12/2009 at 7:13 am

So the court has ordered the executive directors of Sino-Environment Technology Group to call for an EGM to remove the EDs (bit like asking piglets to vote for Chinese New Year) from the company’s board.

As the public only has 43% of the vote, presumably the EDs and their connections control the balance. What if the EDs use these shares to block their removal? They have their rights too.

Possible moral of the story: be very careful in investing when the EDs and their connections have more than 51% of the votes.

What happens if S-Chips can’t get IDs?

In Corporate governance, Investments on 11/12/2009 at 12:24 pm

I wonder if the SGX has thought thru its proposals on imposing more duties on independent directors of S-Chips (OK the proposals apply to all companies with major overseas units: but it seems reasonable to conclude that S-Chips were the intended targets of these measures.)

Will the S-Chips find IDs prepared to serve on their boards, if the proposals become the “law”? Already the chairman of the Singapore Institute of Directors has expressed concern that existing IDs may resign to avoid these additional duties? What happens if IDs resign and the S-Chips cannot find replacements?

What will SGX do? Suspend these companies, or delist them? And wouldn’t the losers be the retail gamblers , opps, investors?

If the S-Chips pay a lot of money, I’m sure they can get IDs. The issue is whether they got the cash to pat them. Many of them are SMEs; the bigger companies prefer HKSE.

Finally is there a problem? The president of SIAS was quoted recently as saying  that it would be unfair to view  “the 154 S-Chips” as being especially vulnerable to problems arising from weak corporate governance, only  a few were “problematic”.

He should know, shouldn’t he?

Bull in a China Shop — but will he find value in S-Chips?

In China, Investments on 08/12/2009 at 4:32 pm

Anthony Bolton is not as well-known here as Warren Buffett or Jim Rogers

But one thousand pounds invested in his Fidelity Special Situations Fund at launch would have grown in value to £146,700 in 28 yrs.

He is relocating to HK (from London). Writing in FT.com he said, ‘that a recent tour of China had rekindled his desire to manage money. “The [investment] opportunity is simply too great to pass up. My retirement can wait a little while yet.”’

Brushing aside growing concerns that Chinese-related equities were overvalued, “The bargain stage for Chinese stocks is over but it is too early to talk about real bubbles just one year after the crisis”.

His forte is stock-picking, and it will be interesting to see if he finds value in S-Chips.

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