Sunday, 3 May 2015

China Ouhua: red wine and red flags (4)

China Ouhua announced their audited accounts, qualified by the auditors (as was the case in the previous year), with some really bad news for the shareholders:

When Ouhua IPO-ed, they were supposed to be a fast-growing, highly profitable player in the wine industry in China.

Now it informs its shareholders that it abandoned its vineyards due to bad weather, insect pest and (worst of all) poor management? The vineyards are their main business to produce their own wine, it cant possibly get much worse than this, can it?

Despite the wine business going horribly wrong for Ouhua, they still deposited RMB 119M cash to purchase land, "conveniently" without having any independent valuation done. The transaction should have been concluded a long time ago, but is still "pending".

I am afraid that either this transaction will go through, and the land is useless given the abandoned vineyards, or the transaction will not go through, and the deposit will not be returned.

Michael Lewis wrote in "Crash Boys":

"Financial regulators, like editorial writers, are at best the markets’ last line of defense; they are less inclined to join any battle than they are to wander in afterward and shoot the wounded."

Malaysian regulators have done some enforcement that (I think) falls in this last category ("wander in afterward and shoot the wounded"), for instance:

SAAG: " ..... Notwithstanding that SAAG had been de-listed ...."
Carotech: "..... Notwithstanding that CAROTEC was de-listed ....."
MAE Models: "..... Notwithstanding that MAEMODE was de-listed ....."
EcoFuture: ".... Notwithstanding that EFUTURE had been de-listed ....."
Baswell: ".... Notwithstanding that BASWELL had been de-listed ....."
Axis: "..... Notwithstanding that AXIS had been de-listed ....."
NAMFATT: "..... Notwithstanding that NAMFATT has been de-listed ....."
Global Carriers: "..... Notwithstanding that GLOBALC was de-listed ....."
Kenmark: "..... notwithstanding that KENMARK had been de-listed ...."
Intelligent Edge Technologies: "..... Notwithstanding that IE was de-listed ....."

I hope that the regulators in the case of Ouhua will not wait for the company to be delisted, and take appropriate action now, it is long overdue in my opinion.

They should order an in-depth investigation, not only at the current situation and the recent developments, but also at the whole IPO process, the warranties and representations that were provided, all the parties involved (the promoter, the bankers, the advisors, the pre-IPO shareholders) and the roles they played. They should also interview the many directors that have resigned, and the previous auditor.

Saturday, 2 May 2015

Amin Shah and the Singapore-Batam ferry (3)

I wrote before about this (here and here).

The court has decided regarding possible misconduct by the lawyers that Bernadette Rankine initially had hired, article from the Straits Times (Singapore) dated April 14, 2015:

In 2009, Mr Singh was hired by Ms Bernadette Rankine, then an art gallery owner, to handle the sale of her house in Joan Road, off Thomson Road, which was sold for $12 million.

She had decided to sell the property and live off the proceeds after ending her 13-year relationship with Malaysian businessman Amin Shah.

But her former boyfriend lodged a caveat against the property to block the sale. In February 2010, the caveat was lifted and the net sales proceeds of $6.9 million held by the law firm were ordered to be released to her.
Mr Singh gave her a cheque for $5 million as well as $50,000 for her assistant's wages.

A few days later, he gave her a cheque for $1.8 million, while she in turn issued two cheques, one for $1.6 million to Mr Singh's wife and the other for $200,000 to Mr Menon's wife.

Mr Singh had advised her to place the money with their wives for safekeeping, saying that if her former boyfriend launched more legal actions against her, her money would be frozen and she would not have the means to pay for lawyers.

Nine months later, she asked them to return the money. When they refused, she complained to the Law Society. They have since returned the full sum.

In April last year, a disciplinary tribunal found the pair guilty of misconduct - Mr Singh for advising her to pay the money to the wives and then refusing to return it, and Mr Menon for agreeing with the advice.

The pair contended that the money was a gift from Ms Rankine but the tribunal found this "inherently absurd".

Yesterday, the court agreed, saying it was unlikely that Ms Rankine, who needed money for pending legal matters, would give away one quarter of her key asset to the wives of the two lawyers she had known for less than six months and to whom she had already paid fees.

The court agreed with the society's counsel, Mr P. E. Ashokan, that the pair had embarked on an elaborate scheme to disguise the transaction by using Ms Rankine as a conduit, instead of transferring directly from the firm to their wives.

Friday, 1 May 2015

Bursa limits information to 5 years ONLY? (2)

MSWG comments on the same issue in their newsletter for April 30, 2015:

"On the capital market scene, recently, to our surprise, we learnt of a significant change in the provision of statistics and information pertaining to public listed companies (PLCs) on Bursa Malaysia website.

We have received complaints from retail investors and noticed that statistics and information including company announcements, quarterly financial results and annual reports were only available on the Bursa Malaysia website for 5 years. Hitherto, these information were generally made available for 10 years. We do not know why Bursa has taken this step to truncate information available to the public to only 5 years. In addition, no announcement was made on such a change.

Also, we believe this new development is somewhat regressive. It is always preferable for investors to have longer period of 10 years’ statistics including historical data and announcements at a one-stop centre to enable investors to carry out meaningful research. Particularly, if they need to do a time-series analysis which requires longer historical data.

We urge Bursa to reconsider providing these important statistics for the consumption of the general investing public who relies on reliable and up-to-date information in order to develop a more vibrant retail investors’ market."

First of all great that MSWG puts pressure on Bursa to reconsider the change.

I am also rather surprised, I would have thought that MSWG would have been kept in the loop of radical changes like this, but apparently not.

As far as I remember, Bursa started with their platform in (probably, I do remember some material from before 2000) 1999, and simply kept all announcements ever made.

In other words a great archive of all kind of information: financial results, IPO documents, shareholder changes of directors and major shareholders, related party transactions, etc.

I have been critical of Bursa on many occasions (mostly on enforcement related matters), but I have praised their website, for instance here:

"Despite having an otherwise excellent announcement website (I can't stress this enough, it is much better than all other announcements websites that I frequent), there is always room for improvement I guess."

If Bursa restricts the announcements to only the last five years, then I am afraid I have to take back my compliment.

The HKEX for instance gives information starting 1999:

SGX seems to be the worst of the three. They only offer announcements since 2010, also the user interface is confusing (their last update made things even worse), at least, that is my opinion. In addition to that, they even make  money on advertisements through Googleads, which I think they really should not do (users might mistakenly think that the companies featured in the ads are supported by SGX, which they aren't). SGX is making enough money as an exchange, they don't need this extra source of income.

Thursday, 30 April 2015

Shareholders can query external auditors at general meetings

The issue if shareholders can ask questions to the external auditors was raised in the (rather heated, but very interesting from a corporate governance point of view) debate in Singapore regarding Noble Group.

Mak Yuen Teen wrote a clear answer to that matter in the Business Times (Singapore). Some snippets:

External auditors are appointed by shareholders, their report is addressed to shareholders, and they have a fiduciary relationship with them. It would be odd if shareholders appoint external auditors who report to them, but cannot ask questions about how they did the work.

.....  there is not much point in having external auditors present at general meetings - and companies being charged for it - just for them to issue boilerplate responses.

For example, shareholders at the Noble AGM could have asked questions about how the external auditors arrived at their audit opinion, the appropriateness of the accounting policies and assumptions used by the company, and how they audited the investments in associate companies such as Yancoal and biological assets.

As a matter of decorum, shareholders should direct their questions about the external audit or about other matters through the chairman of the meeting. The chairman should provide the opportunity for the external auditors, committee chairmen and others to answer these questions as appropriate.

To all readers who visit AGMs/EGMs and have questions regarding accounting matters, please feel free to follow the above advice. I assume the rules are the same in Malaysia.

On a side note: I hope to have time in the future to comment on Noble, which might also be worthwhile in the Malaysian context: although no company on Bursa has yet been targeted by a "shortseller", one day that surely will happen, better to be prepared for it, both for regulators and companies.