by Maj Soueidan

As indicated in my recent article, Limit Risk While You Invest in ChinaHybrids (U.S. Listed Chinese Stocks),  I track daily new highs in an attempt to identify momentum value plays.  A trend I have noticed is that even as the RTO stocks have once again corrected many ADRs, some with premium multiples are attaining new 52 week highs. Short investors have asserted that ADRs are of higher quality than their RTO counterparts and that their PRC filings match SEC filings.

ADR/ADS stocks listed on major exchanges that attained 52 new highs even as the Chinese RTO space has pulled back:

51 Job Adr (NASDAQ:JOBS)
China Digital Tv Holding Adr (NYSE:STV)
7 Days Group Holdings Adr (NYSE:SVN)
Global Sources (NASDAQ:GSOL)
China Techfaith Wireless Adr (NASDAQ:CNTF)
3 Sbio Inc Ads (NASDAQ:SSRX)
Hollysys Automation Tech (NASDAQ:HOLI)
Fabrinet (NYSE:FN)
Elong Adr (NASDAQ:LONG)
China Yuchai Intl (NYSE:CYD)

A couple well-followed RTO stocks have recently attained new highs:

Lihua Intl (NASDAQ:LIWA)
Puda Coal (NYSE AMEX:PUDA)

The following stocks on the BB have recently attained new highs, most on light volume:

China Electronics (OTC BB:CEHD)
Horiyoshi Worldwide (OTC BB:HHWW)
Shun Cheng HK (OTC BB:BRBH)
Zhongchai Machinery (OTC BB:EQPI)
China Agri-Business (OTC BB:CHBU)
Gfr Pharmaceuticals (OTC BB:GFRP)
Sino Oriental (OTC BB:SMPN)
China Shesays Med (OTC BB:CSAY)
Jinhao Motor Co Common (OTC BB:GIMC)
Asia Pacific Wire & Cabl (OTC BB:AWRCF)

I also like to observe stocks that are within striking distance of a 52 week new high. One such RTO stock caught my attention due to the fact that it sports a trailing P/E multiple of over 20 that most RTO stocks would kill for.  I was obviously excited, thinking that the market had placed its quality stamp of approval on Kingold Jewelery (NASDAQ:KGJI).  Shares have risen from a 52 week low of $0.56 to $8.87, off its high of $11.95 in August 2010.

The company also claims to be the leader in its industry:

"Kingold Jewelry, Inc. is one of the leading professional designers and manufacturers of gold jewelry in the central part of China including Hubei, Hunan, Henan, Jiangxi, Anhui and Sichuan Provinces. According to statistics provided by Gems and Jewelry Trade Association of China, KGJI ranked first and second in the PRC's gold industry nationwide in total volume of production in 2007 and 2006, respectively."

As a precaution, I now run many of my potential ChinaHybrid stock selections through my Chinese attorney I call "Bob" in order to respect his privacy. Recall that Bob was instrumental in my article, The SEC vs SAIC Fact Finding Mission, published on August 25, 2010.  I asked Bob if he was aware of KGJI.  He was, and the news was quite interesting.

Bob writes:

KGJI tried to list in Shenzhen stock exchange in China in 2008.  However, it was rejected by China Securities Regulatory Commission on Aug 4th. 2008 (http://www.csrc.gov.cn/pub/zjhpublic/G00306202/200810/t20081027_34946.htm). 

KGJI planned to sell 33,340,000 shares which would have equated to 25% of the total shares after the planned IPO.  The book value per share before the IPO is RMB 1.59 yuan. As the IPO is rejected by China Securities Regulation Commission, we do not know what the planned price was. However, if we assume KGJI would have applied a 20 P/E (China market has a high P/E), the price shall be around RMB 0.30 per share.

Translation from CSRC site:

"China Securities Regulatory Commission, the Audit Committee issued its 115th meeting in 2008 at the August 4, 2008 meeting, the meeting reviewed the results now announced as follows: Wuhan Golden Phoenix Jewelry Co., Ltd. is not approved."

I am 100% percent sure this KGJI Wuhan Golden Phoenix Jewelry are one the same. Wuhan Golden Phoenix Jewelry has the same address, same legal representative and financial statements as well. In its prospectus submitted to CSRC, KGJI applied its English name as "Kingold Jewelry" on the cover which is the same as KGJI. Wuhan Golden Phoenix Jewelry is the direct translation of its Chinese name. When you say the logo of KGJI, it is a golden phoenix.

Bob goes on to comment:

The media reported that possible reasons for the rejection dealt with falsified financial books.  There were several reasons applied to challenge the prospectus submitted to China Securities Regulatory Commission (CSRC) by KGJI (Prospectus: http://www.csrc.gov.cn/n575458/n776436/n804920/n2466277/n10731196.files/n10731195.pdf). 

At first, it has been speculated that the company intentionally increased (forged) the value in its asset appraisal report for machinery and raw materials invested by Zhihong Jia, CEO, in 2004. Secondly, the increase of the revenues from 2006 to the first season of 2008 was challenged.   Thirdly, it has been speculated that suspicious share transactions from Zhihong Jia to other shareholders existed.  (http://money.163.com/08/0805/03/4II6GVGS00251RJ2.html)

I read the prospectus of KGJI in China (2008), the reverse merger documents and its S-1.  Apparently, the annual increase rate of revenue of KGJI is more than 100% for three years.  The Chinese media challenged the increase in 2008.  The financials in the PRC prospectus, reverse merger documents and the S-1 match, so the company used the same filings submitted to the CSRC.  Now, we need to figure out more details in 2010.

To be clear, the CRSC did not mention that it rejected the application for the IPO due to fraud allegations.

In addition to Bob’s findings and with help from a new due diligence panel I have assembled, I have provided the following information that investors may find useful:

• Right after their reverse merger in February, KGJI hired Baker Tilly Hong Kong, respected auditor that also audits Chinacast Education (NASDAQ:CAST).  Then, only a month later, they switched to Friedman LLP.
  http://www.sec.gov/Archives/edgar/data/1089531/000135448810000845/awld_8k.htm
• Share structure : 
  
  6,250,010 Shares Pre-RM
  66,208,466 Shares Issued to Owners in RM
  10,240,964 Shares sold in PP at $0.498/share
  833,335 shares issued to advisors
  1,550,000 warrants at $0.598/share
  5,120,482 warrants at $0.498/share
  Total diluted O/S after all transactions: 90,203,257 shares or 45,101,628 post 1 for 2 reverse split.
  
  http://www.sec.gov/Archives/edgar/data/1089531/000111650209001960/awld_8k.htm
  http://www.sec.gov/Archives/edgar/data/1089531/000135448810001889/kgji_pre14c.htm

• It looks like the Company will tap the equity market, as determined by a recently amended S-1 and a blurb in the 2010 third quarter 10Q -

“We expect that cash generated from financing activities may increase significantly as a result of additional financing being obtained.”

We will continue our probe into the KGJI story in order to confirm or refute fraud allegations.  From the strong possible pricing indicated in the S-1 it appears that investors have given a vote of confidence. We welcome input from investors.