The Securities and Exchange Commission has charged the former chief executive of an education services provider based in China with stealing tens of millions of dollars from investors in a US public offering.
Another executive has been charged with illegally dumping his stock in the company after he helped steal valuable company assets.
The SEC alleges that ChinaCast Education Corporation’s former CEO and chairman of the board Chan Tze Ngon illicitly transferred USD41m out of the USD43.8m raised from investors to a purported subsidiary in which he secretly held a controlling 50 per cent ownership stake. From there, Chan transferred investor funds to another entity outside ChinaCast’s control. Chan also secretly pledged USD30.4m of ChinaCast’s cash deposits to secure the debts of entities unrelated to ChinaCast. None of the transactions were disclosed in the periodic and other reports signed by Chan and filed with the SEC.
The SEC further alleges that Jiang Xiangyuan, ChinaCast’s former president for operations in China, avoided more than USD200,000 in losses by illegally selling approximately 50,000 ChinaCast shares after participating in the ownership transfer of one of company’s revenue-generating colleges before it was publicly disclosed by a new management team. ChinaCast had a market capitalisation of more than USD200m before these alleged frauds came to light. After Chan and Jiang were terminated and their misconduct was publicly disclosed by new management, ChinaCast’s market capitalization dropped to less than USD5m.
“The massive fraud perpetrated by Chan destroyed hundreds of millions of dollars in market value, and Jiang’s brazen insider trading allowed him to profit by dumping his own shares on the market before the fraud was exposed,” says Andrew M. Calamari, director of the SEC’s New York regional office.
According to the SEC’s complaint filed in federal court in Manhattan, ChinaCast entered the US capital markets through a reverse merger in December 2006, and its common stock was listed on the Nasdaq from 29 October 2007 to 25 June 2012. ChinaCast conducted multiple public stock offerings in the US, with the second one occurring in December 2009 when ChinaCast represented that the proceeds would be used for “working capital, future acquisitions, and general corporate purposes.” Chan instead directed and engaged in the transactions that moved investor funds outside ChinaCast’s corporate structure for his personal benefit. He did so without seeking or obtaining the approval of ChinaCast’s board of directors, and the transactions were not publicly disclosed until ChinaCast’s new management prompted the company to file a Form 8-K on 21 December 2012 disclosing Chan’s misconduct.
The SEC alleges that ChinaCast falsely stated in multiple SEC filings signed by Chan that the company indirectly owned 98.5 per cent of ChinaCast Technology (HK) Limited – the purported subsidiary to which Chan first transferred investor funds. However, ChinaCast actually held only an indirect 49.2 per cent interest while Chan personally owned 50 per cent. Chan also signed a number of periodic reports falsely stating that offering proceeds were under ChinaCast’s control and falsely including those funds in amounts that ChinaCast reported as cash and cash equivalents. Chan also defrauded shareholders and prospective investors by secretly pledging ChinaCast’s existing term cash deposits as collateral to secure debts incurred by various third parties that had nothing to do with ChinaCast’s business. Chan signed periodic reports falsely stating that ChinaCast’s cash and cash equivalents were completely unencumbered.
“Chan orchestrated the systematic looting of ChinaCast and hid his misconduct by repeatedly lying to investors about the company’s assets until he lost control of the board and was terminated,” says Sanjay Wadhwa, senior associate director for enforcement in the SEC’s New York office. “Officers and directors who misuse their access to the US capital markets will be held accountable for their insidious behavioUr.”
According to the SEC’s complaint, Jiang was a member of the senior management group headed by Chan. Jiang engaged in illegal trading based on inside information by selling his shares on 28 March 2012 at USD4.59 per share. After Chan’s management group lost control of the board, they transferred ownership of ChinaCast’s three profitable brick-and-mortar colleges away from ChinaCast to Jiang and the dean of one of the colleges. They were later sold to others. At least one of the colleges was transferred to Jiang and the dean three weeks before Jiang’s March 28 stock sale. Jiang was terminated on March 29, and Nasdaq suspended trading in ChinaCast on April 2 due to its failure to file an annual report for 2011. ChinaCast was later delisted. When over-the-counter trading resumed on June 25 after multiple disclosures made by new management about former management’s misconduct, the stock opened at 55 cents per share and closed at 82 cents. ChinaCast’s stock is currently trading at 10 cents per share.
Chan is charged with violations of Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 as well as violations of various corporate reporting, recordkeeping, and internal controls provisions. Jiang is charged with illegal insider trading in violations of the same antifraud provisions. The SEC seeks disgorgement of ill-gotten gains plus prejudgment interest, financial penalties, permanent injunctions, and officer-and-director bars.
