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    Invasion of the Chinese Reverse Mergers: “We Are Under Attack,” Josh Brown Says

    Earlier this week, China's top general sought to downplay China's military capabilities and its threat to the U.S. Gen. Chen Bingde said China's recent efforts to upgrade its military have "aroused unfounded suspicions."

    But make no mistake, the U.S. is "under attack" from China, according to John Brown, VP at Fusion Analytics. The attack is not coming in the form of bombs and bullets — or even poison toothpaste — but via the financial markets.

    "Let's not get distracted here, we should simply focus on the accounting chicanery and falsified filings with which Chinese companies are daily relieving US investors of their capital," Brown writes at his blog The Reformed Broker. "Working with American law firms and shameless stock promoters, these companies have found a financial engineering solution that lets them steal on our shores."

    Specifically, Brown cites the trend of Chinese companies going public via so-called reverse mergers, whereby a publicly traded American-based shell company, often designed for this very purpose, issues a larger number of shares to purchase a Chinese company. The Chinese company then becomes the majority shareholder and essentially assumes the public listing of its American parent.

    "It's a backdoor IPO," Brown says. "Let's be realistic about what this is all about: This is about gaining a foothold on U.S. exchanges, doing a secondary, raising a boatload of money, insiders sell, and then all of a sudden 'oops' we may have misstated earnings."

    The past two months have brought a spate of de-listings and trading halts for these companies -- at least 24 according to the SEC. Forbes' Walter Pavlo recently detailed a smattering of them:

    • China Electric MotorShareholders lawsuit filed claiming underwriters violated federal securities laws by issuing materially false and misleading information.
    • China Natural GasClass action lawsuit alleges directors and officers issued materially false and misleading statements. CFO of company resigned in late 2010.
    • Duoyuan Printing — SEC investigating company for fraud, NYSE delisted April 4, 2011
    • China MediaExpress Holdings, Inc.Deloitte quit as auditor because "no longer able to rely on the representations of management". CFO resigned. Stock trading halted March 11
    • China AgritechShareholder lawsuit pending. Dismissed its auditor Ernst & Young.
    • China Sky One MedicalUnder investigation by SEC.
    • Orient Paper, Inc.Reauditing previous financials due to license issues with previous auditor (Davis Accounting Group)

    "The common threat is revenue exaggeration," Brown says. "It's an absolute joke. To a certain extent we are being invaded; we are under attack."

    Aaron Task is the host of The Daily Ticker. You can follow him on Twitter at @atask or email him at altask@yahoo.com

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    363 comments

    • Abe  •  1 year 0 months ago
      Don't buy stock in a company unless you understand the company. Yes?
      • Demosthenes 1 year 0 months ago
        True "understanding" is available only insiders, in many cases.
      • frankmargel.com 1 year 0 months ago
        Yep!
      • STEVE 1 year 0 months ago
        Then, in many cases, don't buy the stock!
    • Jeff  •  1 year 0 months ago
      I seem to remember a financial crisis starting a couple of years ago. Supposedly it was devastating to the world. We found out S&P and Moody's were giving AAA ratings to CDO's even though they had no idea what was in them in order to get their fees. Goldman Sachs was allowing short bets on the very products they were selling as good investments to their clients. Lenders were selling loans to people, who in some cases, never made a first payment on the loan. I haven't even gotten to the foreign manipulation part....LOL! I try and buy US produced products as much as possible but let's not forget (not bashing, just my opinion) the Chinese want to be the largest producing country in the world and could never have gotten to this point without the US' help. We may not deserve living under a false sense of protection from our government but, the fact is, our own homegrown companies have done this over and over to us, the American citizen.
      • skidd 1 year 0 months ago
        You're absolutely correct!!! Our US firms have been screwing us even more so since the late 60s early 70s. Now we blame outsiders for our problems instead of ourselves.!! Go figure!!
    • Roy P  •  1 year 0 months ago
      I netted a loss on China Electric Motor. This was the first time I got hit with fraud. I should of saw the signs, company gave themselves plenty of stock, they had insider resells right after IPo, they filed a secondary, and their website was down for a while. But we all wanted to believe.
      • sharon m 1 year 0 months ago
        GREED..................
      • Chief Ten Beers 1 year 0 months ago
        NOT GREED, JUST MAKING A BUCK, It's OK to make money
      • Roy P 1 year 0 months ago
        There was no greed. The fundamentals looked good and the CFO said everything was fine.
    • michaelc  •  1 year 0 months ago
      "Scamming" is alive and doing well on Wall Street. Just like "old times"! This type of thing is not new. It has been around for a long time. "Caveat emptor" is still the watchword. If you want to "bungle in the jungle" you are liable to get eaten by the animals.
      • TAMUAlum 1 year 0 months ago
        The rivers are full of crocodile nasties.
    • J. Valentine  •  1 year 0 months ago
      As a PM on Bay St, I can tell you first hand that this is not news, and almost 99% of the time was the unscrupulous hustlers on Wall St. that engineered the deal, China happens to be new play ground for them to launch their shady deals, Brazil, India, UAE, east europe countries, you name it.
    • Cotton  •  1 year 0 months ago
      What in the world is the SEC for anyhow. Do they not check out these IPO's to see if they are legit before they are launched.
      • jeffieb 1 year 0 months ago
        The SEC is there to provide a drain on the supply of business/finance/legal (whatever) students, thereby raising the cost of labor.
        As an added bonus, it provides a false sense of security, making it easier for scammers to find suckers. Can you say Madoff?
        To complete the trifecta, the provide a legal shield for any person or business, no matter how unethical, that meets their regulations.
      • Jonas 1 year 0 months ago
        I see nothing wrong with this. If you as a shareholder want to complain about the actions of the board, then voice your opinion at the shareholder meetings. Other than that it's up to the corporations themselves to decide where they want to take their business.. The market is truly global now. This is nothing new it happens all the time all over the world.
      • The Great One 1 year 0 months ago
        The Republicans deregulated the banking system and cut the funding of the SEC so they would have to lay off investigators. It started under the past administration. There is a reason why Enron and the collapse of Wall Street happened. Even nw the banks are fighting financial reform and bribing congress to weaken laws so the banks can do it again. Socialism s bad and so is unbridled capitalism!
    • Eric  •  1 year 0 months ago
      Just as they were when Bernie Madoff was ripping off America, the SEC is too busy looking at porn on their computers at work.

      And we pay these guys to protect us?!?!?
    • Tone Beeth  •  1 year 0 months ago
      I hope everybody enjoyed the $11 toasters from Wal*Mart
    • Rob  •  1 year 0 months ago
      They're mad because only Wall Street is supposed to be able to rip us off on our own soil. Looks like China learned from the best.
    • Buzzer Cool  •  1 year 0 months ago
      I don't trust any Chinese company at all, they are all crooks. I only trust American company, like Enron, AIG, GM, and especially GS, which is doing God's works for us. If one day i got rich, I'll let Mr. Madoff to manage my investment. With SEC's supervision and Wall street bankers' professionlism, what could go wrong?
    • jackc  •  1 year 0 months ago
      these guys are hired by those from Wall Street who short the stock of these Chinese companies.
    • Art  •  1 year 0 months ago
      If you look a bit further into these phony deals you will probably fiind Goldman Sachs as a financial advisor. They are experts at screwing investors.
    • John  •  1 year 0 months ago
      What a boat load of crap, wall street people are the biggest blood suckers in the whole world, I'm sure a lot them opened their arms to welcome those companies, and taught them tricks on how to steal money from Americans, and now some of them who didn't get any share of the pie jump out and yell "we are under attack"?? How did you think those Chinese companies were able to manipulate the stock market, got around the regulations and stole the Money, American taught them ! Some of you think SEC will protect you and clean up the @#$%, good luck on that, whom do you think is running the SEC? wall street blood suckers.
    • Whamo  •  1 year 0 months ago
      The SEC is a joke. De-regulation has destroyed the faith of the public in our system.
    • Tristangwb  •  1 year 0 months ago
      Nothing that wasn't done with US companies previously. I think you guys shoudln't be looking at this from Chinese angle too much, too easy to make a scapegoat. The real bandits are the US financial advisers that set these up, after all how do you think this starts? Do you really think some Chinese company calls up Wall Street and says, look we have an ailing company but would like to steal money from your markets. Or, do you think Wall Street calls up Chinese companies and proposes to get them listed in the US to help them finance the future? Wall Street will always put a quick buck before anything else.
    • Steve Irberg  •  1 year 0 months ago
      This article is very misleading. First of all, launching an IPO is not an easy proposition, and shell corporations are not allowed to launch an IPO. So the authors claim that the companies were create for this purpose is outright disinformation. These companies are only considered shells because they are failing, but at the time of their IPO, they were viable corporations...at least according to the SEC. In most cases of these reverse mergers, the publically traded companies are basically in the process of going under. Anyone could buy these corporations, and Chinese companies are not the only ones purchasing failing publically traded corporations to achieve publically traded status.

      Also, this author seems to think that only Chinese companies do this. Nothing could be farther from the truth. It's also worth noting that Chinese corporations make up a small fraction of companies delisted or suspended by the SEC. Why is the author only outraged about Chinese companies cheating shareholders? US corporations do this all the time, but this author seems to be fine with that.

      Here is an example of the sort of thing really going on here. China MediaExpress' trading was halted after it lost 48% of its share price in six weeks. It lost 33% in one day after Muddy Waters Research announced that the company was inflating its revenue figures, despite CME using Deloitte as their auditor. Before Deloitte left, they did a closer audit, and still no evidence of fraud was uncovered. So what promted Muddy Waters Research to make their announcement? It might have something to do with the fact that Muddy Waters Research specializes in shorting Chinese stocks. In Feb., shortly after MWR made its announcement, short shares made up over 10% of all shares. Sounds like it was MWR and other short sellers that wound up with a lot of the money that this author claims went to the Chinese.

      I'm not saying Chinese companies don't commit fraud, but they are certainly not alone. The SEC has regulations, and if they are not followed, then companies are not allowed to play. I'm not exactly sure what this author wants. Does he want stricter SEC requirements for Chinese corporations than corporations from other countries? Or perhaps he simply wants to exclude Chinese corporations from buying US corporations. Maybe he want US corporations to corner the market on frauding shareholders.
    • Cup of tea  •  1 year 0 months ago
      I only know, wall street and the Government is invading my live from any means to destroy it.

      U.S spent 60% of military spending of the whole world. Wall street control the financial market stealing from everyone, if not robbing.

      Now they are pointing fingers to others to show they are innocent. Put them all into jail! Period.
    • Sabre  •  1 year 0 months ago
      Apparently, China and the countries of the middle east have figured out that the best way to defeat America is to focus on our most obvious weakness.....greed!
      American's will sell their souls for money.
    • Wombat  •  1 year 0 months ago
      I lived and worked in China for 7 years and sold equiment to them from 1978 until 1995. In that time I came to understand the Chinese do not have the same ethical limitations that we do. We would say that a contract with the Chinese marked the beginning of negotiations. This economic invasion is not the same as whatever any other nationality has done. The manipulation of currency and the use of US laws to shield unethical behavior is acceptable to the Chinese who value money above ALL else. They believe they have government protection to steal intellectual property; and they do. We are in an economic fight without rules. The only good news is they seem just as willing to cheat other Chinese as well as us.
    • Destroy the Matrix  •  1 year 0 months ago
      Americans are debt slaves.

      Go listen to your talking monkeys as they rape the treasury over, over, over, over again.

      Send in the league of Shadows, liquidate these M-f's all at once.

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