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It appears that most of these allegations have already been refuted by SIAF in Document #44.
Document #44
https://www.docdroid.net/IgXuSTj/44.pdf
a.Revenue
The Complaint asserts that unspecified SAIC filings reported that the revenue from five Aqua Farms in 2017 was $447,080 and juxtaposes this information with SAFI’s SEC filing reporting $17 million in revenue for its subsidiary Capital Award Inc. (“CAI”), which provides technology services to Tri-way Industries Ltd. (“TRW”). Compl. ¶34. Plaintiffs are mixing Case 1:19-cv-02680-JMF Document 44 Filed 06/24/19 Page 12 of 31 7 apples with oranges. Neither SAFI nor CAI generated revenue from the sale of seafood from the Aqua Farms, which were discontinued as of October 5, 2016. RJB Decl. Ex. 2 at pp. 57-58. Rather, CAI generates revenue by providing engineering consulting services using it’s A Power Module Technology System, and SAFI reported $16,983,330 in income for CAI’s consulting services for development contracts. Id. at pp. 57-58, F-22. Thus, the Complaint does not set forth a misrepresentation.
b.Income
The Complaint alleges that SAFI reported, in a Press Release, a $12 million contribution from TRW to SAFI’s income (based on TRW’s total income of $32.8 million and SAFI’s 36.6% ownership). Compl. ¶34. Plaintiffs then argue, in contrast, that in its Form 10-K for the period ending December 31, 2017 (the “2017 Form 10-K”), SAFI reported that TRW was disposed from the Company in October 2016 and therefore generated no income in 2017. Id. Again, Plaintiffs have distorted what occurred and had been reported by SAFI. As set forth in the 2017 Form 10-K, as a result of a transaction in October 2016, SAFI’s ownership in TRW was diluted from 100% to 23.89% [at that time], which led to SAFI’s loss of control over TRW. RJB Decl. Ex. 2 at p. F-28. Consequently, SAFI’s investment in TRW was “reclassified from a subsidiary to investments in unconsolidated equity investees as of October 5, 2016.” Id. (emphasis added). The 2017 Form 10-K did not report any income from the disposed of subsidiary, but it reported $12,010,051 as other income from its “share of income from [an] unconsolidatedequity investee.” Id. at p. 59 (emphasis added). This is the same $12 million in income reported for TRW, as an “unconsolidated equity investee” referenced in the Press Release, which discussed SAFI’s results reported in its 2017 Form 10-K. Id. Ex. 3 at p. 1. Therefore, the Complaint does not set forth a misrepresentation. Case 1:19-cv-02680-JMF Document 44 Filed 06/24/19 Page 13 of 31
8
c.Total Asset Value
The Complaint asserts that, in 2017, SAFI reported the total asset value for TRW’s Aqua Farms 1-5 was approximately $310 million, based on an independent appraisal allegedly performed by Dun & Bradstreet. Compl. ¶35. There are no factual allegations that the appraisal was not conducted by an independent entity or that there was any fraud or misstatements in said appraisal. Rather, Plaintiffs use an incomplete data set to create the appearance of a discrepancy. Specifically, the Complaint alleges, in unspecified reports to SAIC, SAFI reported that, in 2017, the total asset value of TRW’s Aqua Farms 1-5 was $12.3 million. Id. To the contrary, SAFI reported in its 2017 Form 10-K that “[t]he company ownership in [TRW] has been valued at USD 124.7 million, equal to 36.6% of the enterprise value of USD 340.6. This includes (i) 23.89% (EV = USD 81.4 million) as a result of a retained interest in [TRW], and (ii) 12.71% (EV = USD 43.3 million) acquired in exchange for outstanding debt owed to the Company. These values result from Aqua Farm 1, assets held in Aqua F arms 2-5 and rights to technology licensed from Capital Award . . . . An independent appraisal was obtained to determine fair value, and this appraisal resulted in a one-time (deemed) gain of USD 56.9 million for SIAF . . . .” RJB Decl. Ex. 2, at p. 93. Thus, SAFI reported enterprise value – not total asset value – for TRW that was more expansive than just its Aqua Farms; consequently, Plaintiffs’ allegations are insufficient to explain how any such statement, which it took out of context, was fraudulent.
There is no way to validly report assets in the SAIC filings for the simple reason that that is not the purpose. At all.
SAIC filings are for business administration, nothing more. Companies file it once and they do not report assets, revenues, profits or anything of the kind here.
in the SAIC filing, SIAF asserted the total asset of the five Aqua Farms being a mere $12.3 million
in 2017, SIAF reported that the five Aqua Farms generated $447,080 in revenue in the annual report filed with the SAIC.
Realistically, it is highly improbable that the enterprise value of the five Aqua Farms could be a mere $12.3 million
I've been following the lawsuit for a while now.
Document #50 contains additional info based on the initial document that was published, the plaintiffs do have strong arguments in regards to "the gross mismanagement of SIAF" and "the misleading and false statements issued (or failed to be issued) to SIAF’s Board, its shareholders, the investing public, and governmental regulators"
Document #50
https://docdro.id/7yDOrMv
These are the lines that caught my attention. Nothing new though but still interesting topic to talk about.
6. Upon information and belief, the Individual Defendants’ refusal to engage with shareholders and continuing gross mismanagement of the Company outlined herein, including the purposeful dilution of existing shareholders equity in the Company, has been an intentional and methodical scheme that has successfully transferred the bulk of SIAF’s assets and value to third-party entities that the Individual Defendants have related interests in, including SIAF’s formerly wholly-owned subsidiary Triway. This value transfer scheme was ultimately accomplished through a series of various loan, financing, and security agreements between SIAF, Triway, and other third parties, details of which were never properly disclosed to shareholders or the investing public at large.
83. On April 22, 2017, SIAF published a document titled “Aquaculture Carve Out Q&A,” which asserted that the enterprise value of Triway was $340.6 million and that its value resulted from Aqua Farms 1-5.
84. However, in the SAIC filing, SIAF asserted the total asset of the five Aqua Farms being a mere $12.3 million. Realistically, it is highly improbable that the enterprise value could be an astronomically high 27.7 times more than the assets are worth.
85. Indeed, shareholders and Plaintiffs now have reason to believe that the carveout was never intended to benefit SIAF, but instead was undertaken in order to reduce SIAF’s ownership interest in Triway to the benefit of the new owners in Triway, whom it is believed that the Individual Defendants have personal relationships and/or indirect ownership of Triway themselves.
...
109. Moreover, SAIC filings reveal material inconsistencies among revenue reported to the SAIC in China, revenue reported to the SEC, and in Press Releases to U.S. shareholders and investors in the same time periods. For example, in 2017, SIAF reported that the five Aqua Farms generated $447,080 in revenue in the annual report filed with the SAIC. However, in its 2017 10K, SIAF reported to the SEC nearly $17 million in revenue generated by the consulting services by Capital Award Inc. (“CAI”), which supposedly provided technology services to Triway to support the operation of the farms.
110. The stark difference between the revenue reported to the SAIC and the “consulting services” revenue puts the accuracy and veracity of the numbers reported to the SEC into question, as it appears improbable for a company with a supporting role in the business, such as CAI, to generate revenue as many as forty times more than the actual business, Triway
There should be valid arguments that the value is substantially below 340musd. The fact that they organized it in a separate company is not proof that the value is 340musd as far as everything is tightly connected to the SIAF crew.
In fact Tri-way has such a terrible management that the way they messed up the dividend distribution was enough to get SIAF (mother company) kicked out of Merkur.
They have failed a PRE-IPO, they do not achieve any financing from banks (equity, bonds and traditional loans). How hard is it to get HK-financing from a gold mine 30 minutes away from Hong-kong??
Behind Tri-way are the same people who has failed in selling anything close to booked value for the last 8-10 years.
why is it different this time?
What needs to be remembered is the defining role of price. Regardless of whether the fundamental outlook is negative or positive, the level of investment risk is determined largely by the relationship between the price of an asset and its intrinsic value. Although counterintuitive, there is no asset so good that it can’t become overpriced and thus risky, and few so bad that there’s no price at which they are a safe buy. Only those who can see this logic can hope to become superior investors.
Just like I said it, even if my calculation is off by 90% it is highly unlikely I am paying too much for both SIAF and TRW ownership. Therefore, I don’t need it to be accurate to the penny to make a sound investment decision. That’s the whole purpose of margin of safety, it gives you room for errors. So whether I am off by 0.03 or $1 it won’t matter much.
But in SIAF's case, how do you achieve relevant information in order to judge the mispricing and probability for occurring?
I've always viewed SIAF as a Special Situation stock rather than a Value stock.
The point is that a lot of other factors are involved when it comes to the risk of investing in a company.
SIAF has become a risky bet. Just admit it.
SIAF is a lot more risky than one year ago.
1) Lawsuit
2) Default
3) Reputational damage
4) Solomon CAN go dark. If being public harms the business then he WILL go dark. And it sure as hell does.
attempts to shield me and other followers of this forum from information about HERB
I believe in the value in HERB
You gained 2 friends and 50 enemies today. Well done.
I told you once before, you don't talk to me like that.
You actually think I will stop posting about HERB because you are annoyed about it?
Now, go away.
You should give it a rest. Because most of your posts are off-topic. But I will allow it, today. Because people may be interested to read it.
I said 3 or 4 years ago that SIAF should merge with HERB
Don't forget though, if HERB does something exceptional for the shareholders, then it will have a massive impact on SIAF as well. I am a sucker for win-win scenarios.
SIAF has become a 50/50 bet.
The same applies to HERB. Another 50/50 bet. My message is, it is crazy to own just one. If you can own both. And the good thing is, you just need a very small position in HERB.
WHAT..... if I am right? And on November 16, HERB comes out with a $7 going private offer? Not possible? They already have (should have) $4/share in cash.
SIAF is a lot more risky than one year ago.
1) Lawsuit
2) Default
3) Reputational damage
4) Solomon CAN go dark. If being public harms the business then he WILL go dark. And it sure as hell does.
lol. And you think I'm delusional.
"The greatest risk doesn’t come from low quality or high volatility. It comes from paying prices that are too high. This isn’t a theoretical risk; it’s very real." ~Howard Marks
The main underlying principle of value investing is that you should invest in undervalued securities because they alone offer a margin of safety. Over time, by again and again avoiding loss, you have taken the first step toward achieving healthy gains. Value investors should buy assets at a discount, not because a business trading below its obvious liquidation value will actually be liquidated, but because if you have limited downside risk from your purchase price, you have what is effectively a free option on the recovery of that business and/or the restoration of that stock to investor favor. If an undervalued stock drops after you buy it and you are confident in your analysis, you simply buy more. All of these points apply equally well regardless of the market on which a stock trades or where a company does business ~Seth Klarman
It's not a flaw if I am right.
Unless you want to give SIAF a score of 9 for risk....SIAF has become a risky bet
Your best chance in the China space besides SIAF is definitely HERB. For those who have lost a lot of money and don't have an easy way out, it is your best option to own both companies.
I do not benefit if HERB's share price goes up. It will present a problem for me. Because I may have to take some money off the table much too early. If they go private or merge, it's a $5 stock.
Absolutely. Apparently it didn't help 5 years ago. So I have to try harder this time.
First of all Risk, Adaptability, Priority, Reliability are unquantifiable. Riskness is something you can never quantify with model like this. Valuation and Growth are quantifiable but also subjective, therefore there is a huge flaws on your model.
Second, most of us are already aware of what you are doing, you intend to pump up HERB, sell partial of it, talk crap about SIAF, then buy SIAF, rinse and repeat. So stop! it is unethical as well. If no one goes to its forum, then it's too bad, but no one wants to hear that here. If non of your followers are going to tell you this, then let me be. This is SIAF forum and not any other Company, so stick to the topic.
Third, yes we already know Solomon is a savage, is that something new that we have to hear eveyday from you?
Fourth, if you are just going to talk non sense then don't post at all, you are not discussing anything, you are just complaining, and NO ONE wants to hear that.
Thank you and have a nice day!
If I'm right about this, then all you have to do is look for companies where market expectations are WRONG, and invest your money there. You still need a bit of luck of course.
Based on the recent PR, the situation seems to have been stabilized. Although certain risks are still present, I highly believe that they are more bearable and hopefully more predictable in comparison to previous years we have endured.
On the other hand, positive news can occur at anytime that might produce desirable results, and some of them are inevitable, it will occur, it is just a matter of time. The attitude that we must have at this moment is to remain hopeful for the best as well as to be cautious for the worst.
Risk always involves the price of what you paid for. At this price level, I believe that the upside potentials exceeds or justifies the downside risks.
Time is our enemy and for some their enemies came little sooner than others. John Maynard Keynes perfectly put it "The market can stay irrational longer than you can stay solvent." For the rest of us who still have some hopes left, it is not game over yet, but perhaps it's the new beginning.
Irrational behavior. Buffett has been lucky all his life and doesn't know it
The US is a great system, turns out $50,000 GDP per capita, 6 times the amount when I was born in just one lifetime. But not knowing what slip you get, you want a system that once it produces output, you don't want anyone to be left behind. You want to incentivize the top performers, don't want equality in results, but do want something that those who get the bad tickets still have a decent life. You also don't want fear in people's minds — fear of lack of money in old age, fear of cost of health care. I call this the "Ovarian Lottery."
My sisters didn't get the same ticket. Expectations for them were that they would marry well, or if they work, would work as a nurse, teacher, etc. If you are designing the world knowing 50/50 male or female, you don't want this type of world for women — you could get female. Design your world this way; this should be your philosophy.
“This country has been blessed by immigrants,” Warren Buffett said of the US, reminding his fellow citizens that for many, being American is merely an accident of birth—the result of winning the “ovarian lottery.”
Taking it one step further, he calculated his odds of his being born an American male at 80-to-1.
“I was born lucky,” the billionaire investor said at a joint appearance with Bill Gates in New York at Columbia University, where Buffett when to business school, on Jan. 27.
By looking at Garrett's previous posts, I believe that he knew all along that the Company will not pay dividends anytime soon.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=140460895
I am agreeing they can and should make a dividend. But they will not , is my sense. As a person who built a business from the ground I think the same , which means nothing matters until the companies long range financial needs are secured.
While there are many reasons for us all as shareholders to be very dissatisfied I have very high confidence that a lawsuit will only made the stock and the company and our outcome even worse.
I am already expecting them to cancel the dividend and I believe it was Garrett’s idea. If you look at his previous posts, he doesn’t believe for the dividend to be paid out until the bussness is stable in cash flow.
But at least they issued them for 55 cents.
For instance, "Risk" includes many things especially the things that usually kill a stock like
- VIE's
- Risk if delisting
- Risk of going dark
"Adaptability" is simply the willingness of management to adapt. Which includes cash dividends, stock dividends, spin-offs, etc and listening to your shareholders in general. Which is also a big factor in the China space. The ones that don't adapt are practically dead already.
"Reliability" reflects stability of earnings. Also important for small cap China stocks because it can go from 0 to 100 miles per hour and the other way around. Usually, the other way around.
"Growth" is also subjective. Most things are. The people who deny it are simply being stupid.
Let's see what my valuation model says. Which is merely an indication of how much value there is relative to other stocks.
Valuation : 11.9
Growth : 9.5
Risk : 7.75
Adaptability : 8.5
Priority : 9.5
Reliability : 8.5
Overall score 9.34
If they don't deliver and exceed market expectations by dec 7 and bring the share price up to a dollar by January
Those who have accepted this as a scam have predicted it best.
Chart says it’s getting sold into oblivion
I think Charles has a good point. As long as you are honest, hardworking, and you put shareholders above all, you should be on the board. Suggesting ideas and complaining here won't do much good. You know the history of this company more than anyone else.
We know your budget is tight so we will finance your travel and expenses if we need to. You only have few shots to make this work. I suggest you take it.
"The fundamental cause of the trouble in the modern world today is that the stupid are cocksure while the intelligent are full of doubts." -Bertrand Rusell
That is the major issue. Sure it's painful when the PPS drops (implodes), but without dilution there is no permanent loss of value. With dilution of fractions of book however it's a different story
Except that SIAF can't go dark because they promised us the dividends and they have a responsibility towards TRW's uplisting. Which is an important aspect about your investment here. But don't push Solomon too far... And the same applies for the shareholders. Don't push them too far.
when stock is down they rather become emotional and irrational, this should be a good opportunitiy. Take a look around, do you see optimism? If not, great!
To make money here, you have to be contrarian and you have to be right. We know they are just over reacting.
This is exactly the part when Warren Buffet said “Be fearful when others are greedy, and be greedy when others are fearful”
Question their actions and always think for yourself!
Watch him dodge this question for the million times. Unless his arguements are logical and valid based on facts, everyone should just ignore him, that’s what I did and most people here. He seems like he is not stable.
I don’t think he is a short or long. He is just here to throw random tantrum like a kid. It is best to just ignore him, go to his profile and press the ignore button