|MAS Capital Group Newsletter
September 20, 2012
MAS Capital Group¡¯s operations in the Greater China area for advising companies in going public in North America and Germany is growing rapidly this year. Our globalization and localization strategy greatly increased our competitiveness. We overcame the problem, where Chinese entrepreneurs were unable to see MAS Capital¡¯s operating capabilities in the global capital markets. Like many main-board listing Chinese companies in North America do not fully understand how the North American capital markets work, virtually defenseless and got beaten and bruised by Muddy Waters, ran buy only two or three Americans, resulting in significant loss in their market capitalization. Some of the main-board listed Chinese companies injured in the North American markets chose to run by going private, while MAS Capital¡¯s client companies are fighting to go public in North America and Germany.
MAS Capital in the past has acquired shares of Essex Bancorp, Inc. (AMEX:ESX) in the open market, after Essex Bancorp announced its going private stock repurchase plan. MAS Capital sent a ¡°Green Mail¡± to Essex Bankcorp to demand for a court appraisal for the value of its shares with the reason of unfair repurchase price, and ultimately reached an settlement agreement, which allowed Essex Bancorp to repurchase MAS Capital¡¯s shares at the original price offer and reimburse MAS Capital an undisclosed amount of fees related to the valuation of the shares of Essex Bancorp. By settling with MAS Capital, Essex Bancorp avoided the hassle of long term litigation with MAS Capital, avoided the risk associated with Essex Bancorp¡¯s going private borrowing from other bank with MAS Capital¡¯ lawsuit and timely completed its goal of going private. The difference between ¡°Green Mail¡± and ¡°Black Mail¡± is the legality of the green mail.
Another case history is between MAS Capital and Telecom Communications (OTCBB: TCOM), a Company based in California owned by a Japanese American. Telecom Communications illegally withheld MAS Capital¡¯s stock certificate in an attempt to prevent MAS Capital from selling its shares in order to inflate Telecom Communication¡¯s share price. After MAS Capital initiated a lawsuit, on October 8, 2003 MAS Capital launched an attack by disseminating a Press Release, which eliminated nearly half of Telecom Communication¡¯s market capitalization on the same day of the release. Telecom Communications¡¯ investment banker was in shock and called our CEO in Taipei that evening from New York requesting MAS Capital cease taking further actions and promptly on behalf of Telecom Communications negotiated a $400,000 cash settlement.
During the past six years, Rodman & Renshaw, LLC (¡°Rodman¡±), an US investment bank and a subsidiary of Direct Markets Holdings Corp.¡¯s (NASDAQ: MKTS), was the most active placement agent for small to mid-sized Chinese companies listed in the U.S. However, because Rodman failed to understand Chinese businesses, blindly raised capital for many Chinese companies with fabricated financial statements, (such as Dalian¡¯s Rino International Inc.¡¯s $100 million raise for example. Not only Dalian Rino¡¯s capital raise was based on fictitious environmental projects and fabricated financial statements, its Chairperson also illegally used funds to purchase a luxury home in the U.S., as soon as the $100 million was in the account), which caused Rodman¡¯s complete failure in China. On September 14, 2012, Rodman due to lack of operating capital, filed an 8-K with the SEC, disclosed that its broker-dealer subsidiary has filed ¡°a Form BDW ¨C Uniform Request for Withdrawal of Broker Dealer ¨C with the Financial Industry Regulatory Authority (¡°FINRA¡±)¡±, cease conducting its securities business.
MAS Capital established a beach-head in Beijing this year, completed the recruitment of over 100 market development agents in Taiwan and launched the advisory business of going public in Germany and Canada. MAS Capital is the special fighting force, safe guarding business¡¯s journey throughout the entire going public and post public process. MAS Capital assists companies develop a listing plan, formulate a capital raising strategy, arrange placement agent, provide pre-road show training, manage stock promotion program, develop and execute M&A strategy, provide litigation strategy and support, and key shareholder personal wealth management. MAS Capital completed a number of impossible missions including:
1. BioDelivery Sciences International (NASDAQ:BDSI), while at pre-revenue stage, after merger with MAS Acquisition XXIII Corp. (one of the 101 public shell companies created by MAS Capital), and with the assistance of MAS Capital in arranging one of the two co-underwriters and participated in the road show, completed its IPO on June 1, 2002, raised $10.5 million. The IPO was completed when NASDAQ Composite dropped to 1400s from 5,000s, while the market was stagnant.
2. When virtually no Chinese company is going public in the U.S., ChineseInvestors.com (OTCBB:CIIX), after merge with MAS Acquisition LII Corp., went public on the U.S. OTCBB in December 2011 via Form 10 filing, a change from the original plan of a DPO (Direct Public Offering). The Company has not yet reached profitability, but its annual capital raise exceeds its revenues. DPO is part of a strategy MAS Capital developed for its client companies to list in the U.S., with the option of multiple listings in Germany and Canada, and raise capital internationally.
3. In 1999 when the U.S. OTCBB came out with an new SEC reporting requirement, MAS Capital provided many of its MAS Acquisition reporting companies to non-SEC reporting OTCBB listed companies that have not yet made SEC reporting preparations, when the reporting deadline was near. By applying the strategy of relying on the legal requirement that when a SEC reporting company merged with or into a non-reporting company, the non-reporting company inherit the reporting company¡¯s reporting obligations and become the successor Issuer, the OTCBB listed companies were able to achieve continued listing goal.
MAS Capital Group - International Services:
- Primarily promote going public (also worldwide multi market listings) and capital raising advisory in the U.S., Germany and Canada
- Stock awareness promotion management, M&A (stock markets worldwide)
- North America and Greater China area litigation strategy development and support
- Large scale real estate development financing
- Public company stock collateralized loan (any key stock market worldwide)
- Strategic business planning and advisory
MAS Capital Group - China Domestic Service (Cooperation with financial institutions in China)
- Trust (for large amount of debt raise)
- Private equity fund (with collateralized assets, real estate for example)
- Foreign and domestic bank loan, bank loan guarantee, leasing, non-bank institutional loan
MAS Capital Group - Selected Key Projects:
- (Beijing) Educational Company: US and Canada dual listing US$10 million
- (China) Mining Company: many mining reserves nationally, North America listing US$600 million
- (China) Tourism Real Estate Development: six major tourism real estate development projects nationally, US listing US$800 million
- (China) Branded Home Appliance Chain: 704 retail stores & new HQ and warehouse facilities under construction, US main-board up-listing US$100 million
- (China) Five Star Hotel: US Brand, exterior structure completed: for sale, joint investment or debt financing
- (US) Securities Broker-Dealer: profitable with primarily Chinese clients: for sale
- (Beijing) Web-page based games portal: requires capital to add servers, US listing US$10 million
- (Dalian) Energy management (saving) company: China or Germany listing US$10 million
- (Shenzhen) LED light OEM maker for International brands: ordinary house and commercial lightning, Germany or Taiwan listing US$10 million
- MAS Capital Private Equity Fund I: provide pre-IPO funding US$10 million (or in RMB)