OSC files fraud charges against company, execs

Regulator says the investigation will continue

The Ontario Securities Commission is formally accusing troubled Chinese timberland company Sino- Forest Corp. and several former executives of lying to investors and attempting to mislead investigators.

The regulator filed the fraud allegations on Tuesday against the company and its founder and former chief executive Allen Chan, as well as against Albert Ip, Alfred Hung, George Ho and Simon Yeung.

“This is a complex international investigation and we have dedicated significant resources to this file, moving swiftly to take action against these individuals,” said Tom Atkinson, the OSC’S director of enforcement.

“This is an important first step and our investigation is continuing into this matter, including an examination of the role of the gatekeepers.”

Sino- Forest declined to comment Tuesday.

Once the most valuable forestry company on the Toronto Stock Exchange, Sino- Forest is accused of overstating its assets and revenue as well as misleading investors as to the relationship between Sino- Forest, Chan and Greenheart, a publicly traded company listed in Hong Kong.

The regulator also alleged Chan secretly controlled companies that received more than $ 22 million when Sino- Forest bought a controlling interest in Greenheart, which has forest concessions in Suriname.

Chan resigned as chief executive of Sino- Forest in August after the OSC first began its investigation, but remained founding chairman emeritus until he resigned from the company in April.

That same month, Sino- Forest fired Hung, Ho and Yeung and said that Ip, who was a senior vice- president at the company before he resigned, would not serve as a consultant to Sino- Forest as had been planned.

Hung had been vice- president of corporate planning and banking, while Ho was vice- president of finance. Yeung was a vice- president at a SinoForest subsidiary.

The three men had been placed on administrative leave by the company last year, while Ip’s role was restricted before he resigned earlier this year.

OSC staff also alleged Tuesday that former Sino- Forest chief financial officer David Horsley did not comply with Ontario securities law and acted contrary to the public interest. However, Horsley does not face the more serious allegations of fraud.

The OSC and a special committee of the company’s board both launched investigations last year after fraud allegations were first levelled in June by short- seller Muddy Waters Research.

Muddy Waters research director Carson Block applauded the work by the regulators who followed up on his initial assertions that Sino- Forest was a fraud.

“When we published our initial report on Sino Forest, we placed our faith in the regulatory system to get to the bottom of this,” Block said in a statement Tuesday.

“The OSC’S charges are another indication that Sino Forest’s lawsuit against Muddy Waters is completely ludicrous.”

In addition to its own investigation, the OSC referred the case to the RCMP last year.

The company has filed for bankruptcy protection and put itself up for sale, saying that if it doesn’t receive a suitable takeover offer it will implement a restructuring plan under the Companies’ Creditors Arrangement Act that would see lenders take control.

The CCAA process can take six months to a year but because there is so much uncertainty over its assets, the Sino- Forest process could take even longer.

Sino- Forest filed a report by its own independent committee earlier this year into the allegations by Muddy Waters, but fell short of bringing investors any closer to seeing a return on their investment in the company.

Its shares have been delisted from the Toronto Stock Exchange.

Sino- Forest raised about $ 3 billion from the sale of shares and corporate debt issues since 2003.