Replies to post #1776 on Cellular Biomedicine Group Inc (CBMG)

[modes948]

Unfortunately there could be problems with VIE's and might be one of the reasons they find it difficult to IPO.
This is what has just happened with SRRY.PK:

On September 30, 2011, Sancon Resources Recovery Inc (“Sancon” hereinafter) entered into a Stock Sale and Purchase Agreement (the “Agreement”) to transfer its 70% controlled interest in Sancon Resources Recovery (Shanghai) Co., Ltd. and 100% interest of its associated company Crossover Solutions, Inc (a BVI company) (collectively “SanconSH” hereinafter) to Mr. Jack Chen, the Company’s Chief Executive Officer and Director.

SanconSH is a domestic Chinese entity that is 100% set up and owned by Mr. Jack Chen, a domestic Chinese resident, it is 70% controlled by Sancon under “Variable Interest Equity” accounting method also known as the VIE structure. On August 25, 2011, the Ministry of Commerce of China (“MOFCOM”) promulgated the Provisions of the Ministry of Commerce on the Implementation of Security Review System for Merger and Acquisition of Domestic Enterprises by Foreign Investors (“Provisions”). The Provisions came into effect on September 1, 2011. The Provisions formalize the procedures of the national security review for inbound M&A transactions by foreign investors, explicitly prohibit the use of the VIE structure to circumvent the national security review. In the past, the VIE structure has been widely adopted to avoid China’s restrictions on foreign investment in certain industries, but has never been officially endorsed by any government authorities. During the period from June 2010 to June 2011, SanconSH gross and net profit margin decreased dramatically, compounded by its poor performance, the Company has resolved to transfer its entire interest in SanconSH and its associated company for a total of 10,100,000 shares of Sancon.

Under the terms of the Agreement, the purchase price is to be settled upon closing of the transaction by returning to the Company a total of 10,100,000 common shares, representing 44% of the total issued and outstanding shares of Sancon. As of October 31, 2011, a total of 10,100,000 shares of Sancon has been received and to be cancelled by the Company as such the transaction is closed.

I never thought it would be so easy for shareholders of such companies to be screwed.And by the way Wonder is a VIE too.
And if you check the P/E's of companies listed in the US, those
that are not VIE's have much higher ones in general for a reason.