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 Tracking 1053 U.S. listed China Stocks and Counting...
 Tracking 1536 U.S. Stocks and Counting...

 Yuhe Intl (PINK:YUII)

Thursday, October 27, 2011
On October 21, 2011, Yuhe International, Inc. (the “Company”) received a letter from the Nasdaq Listing and Hearing Review Council (the “Listing Council”) of the NASDAQ Stock Market LLC (“Nasdaq”) stating that the Listing Council affirms the August 9, 2011 decision of the Nasdaq Hearings Panel (“Panel”) to delist the Company’s securities from the Nasdaq Capital Market. The Company had appealed the Panel’s August 9, 2011 decision. The Listing Council noted that it agrees with the determinations of the Panel to delist the Company’s securities from the Nasdaq Capital Market based on the exercise of the broad discretionary authority of Nasdaq Listing Rule 5101.
 

Thursday, July 28, 2011
 WEIFANG, China, July 28, 2011 /PRNewswire-Asia-FirstCall/ -- The Audit Committee (the "Audit Committee") of the Board of Directors of Yuhe International, Inc. (Other OTC: YUII.PK) ("Yuhe" or the "Company"), a leading supplier of day-old chickens raised for meat production, or broilers, in the People's Republic of China ("PRC"), today confirmed that it has engaged Loeb & Loeb LLP as counsel in connection with an independent investigation it is conducting with respect to issues relating to the Company and the status of previously reported acquisition transactions.

Although the Company's press release dated July 21 in this regard originally suggested that the Audit Committee and its advisors would be publicly reporting the results of the independent investigation to investors, the Audit Committee today confirmed that the independent investigation would proceed as is customary in such corporate investigations, with the Audit Committee reporting such results to the full Board of Directors of the Company, who will then determine the appropriate remedial steps to be taken in light of the final report. The Audit Committee will rely on the advice of its own legal counsel in this regard and act in cooperation with the Company with a view to full transparency regarding the independent investigation process. As previously reported, Loeb & Loeb LLP, is in the process of engaging a forensic accounting firm in connection with launching the independent investigation, and the Audit Committee expects to be in a position to announce this engagement shortly.


Tuesday, July 5, 2011
On June 28, 2011, Yuhe International, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) stating that based on the review of public documents and information provided by the Company, Nasdaq determined that the continued listing of the Company’s securities on Nasdaq is no longer warranted. The Nasdaq letter cited the following criteria as the reasons for the determination:
 
 
1) 
public interest concerns under Nasdaq Listing Rule 5101 regarding:
 
 
a.  
false public disclosures, which persisted for well over a year, related to the Company’s purported acquisition of 13 breeder farms from Weifang Dajiang (“Dajiang Acquisition”);
 
 
b.  
the diversion and misappropriation of corporate funds by the Company’s Chairman and Chief Executive Officer (“CEO”), Zhentao Gao, ostensibly intended for the purported acquisition, into accounts over which he had control, all without the knowledge of the Company’s Board of Directors (“Board”) or its Chief Financial Officer (“CFO”);
 
 
c.  
the resignation of the Company’s independent auditor, Child, Van Wagoner & Bradshaw, PLLC (“Child, Van Wagoner”), on June 17, 2011, and the withdrawal of its report on the financial statements of the Company for the year ended December 31, 2010;
 
 
d.  
the Company’s deliberate failure to make truthful public disclosures of material information because of management’s belief that truthful disclosure would have had a negative impact on the price of the Company’s common stock;
 
 
e.  
the Company’s failure to conduct a credible investigation into the misconduct described above, as evidenced by the fact that the CEO and Chief Accounting Officer (“CAO”), each of whom has been implicated in serious wrongdoing, remain employed, continue to have full access to their computers and files and perform their daily functions;
 
f.  
the lack of adequate internal controls related to disclosure and financial reporting, as evidenced by the fact that the CEO and CAO were successfully able to perpetuate the lengthy course of misconduct described above; and
 
2) 
as a result of Child, Van Wagoner’s actions, the Company is now delinquent in filing its 2010 Form 10-K and its first quarter 2011 Form 10-Q and accordingly the Company no longer complies with Listing Rule 5250(c)(1).
 
The delisting determination letter further advises the Company that trading of Company’s common stock will be suspended at the opening of business on July 7, 2011 unless it requests a hearing before a Nasdaq Listing Qualifications Hearing Panel to appeal the proposed delisting. The Company intends to appeal the staff determination to a Nasdaq Listing Qualifications Panel (the “Panel”); however, there can be no assurance that the Panel will grant the Company’s request for continued listing.
 

Thursday, June 23, 2011
On June 20, 2011, the audit committee of Yuhe International, Inc. (the “Company”) received a letter from Child, Van Wagoner & Bradshaw, PLLC (“CVWB”), the Company’s independent registered public accounting firm, dated June 17, 2011 stating that the client-auditor relationship between the Company and CVWB has ceased due to the Company’s management’s misrepresentation and failure to disclose material facts surrounding certain acquisition transactions and off-balance sheet related party transactions. The Company’s board of directors has accepted the decision of CVWB.

Thursday, June 16, 2011

On Tuesday Evening, June 14th, 2011 (US time), we contacted the CEO of Daijiang Enterprise Group, Xuejiang Zheng, to discuss the bizarre claims that Yuhe’s management had made in an investor conference call earlier in the day.  We were baffled and outraged at what Mr. Zheng told us.  The following bullet points summarize Mr. Zheng’s statements (see transcript and audio recording in update link for irrefutable proof that:
 

  • YUII lied again in the conference call on Tuesday.  There was no Daijiang acquisition. No money ever moved from YUII to Daijiang.  Not even a single penny.
  • YUII’s bizarre claim that Mr. Zheng attempted to hoodwink our Chinese investigators in prior discussions because they were affiliated with American investors was a lie.
  • YUII’s management fabricated the acquisition documents that were provided to investors in association with the conference call. (Important note: we have separate, independent evidence that confirms Mr. Zheng’s claim that the documents were fabricated). 
  • The CEO of YUII went so far as to personally visit Mr. Zheng prior to the conference call to apologize and make amends for having brought Daijiang into the acquisition scam.
  • In an attempt to calm Mr. Zheng, who was understandably irate at the fact that he and his company had been unknowingly drawn into YUII’s acquisition scam, YUII’s CEO attempted to downplay the risks to Mr. Zheng and his company.
  • Mr. Zheng’s paraphrasing YUII’s CEO: “This is disclosed in the United States in English.   Domestically, no people and no Chinese disclosure at all.  I did not imagine that it will hurt you.
  • ”YUII’s actions damage the reputation of Daijiang Enterprise Group, and Mr. Zheng is planning to take legal action against YUII to seek financial compensation.


The following update elaborates on our findings with respect to YUII and provides additional proof that Daijiang acquisition documents were fabricated.

click here for update


We wish to disclose that we have contacted YUII’s auditor, Child, Van Wagoner, and Bradshaw, requesting that they reassess their opinion on YUII’s 2009 financial statements, given that there is now ~$12.553MM of investor money unaccounted for.  We also wish to disclose that we intend to offer assistance to Mr. Zheng in any lawsuit that he decides to file against YUII in the United States.


Tuesday, June 14, 2011

Yesterday, June 13, 2011 we released a report detailing our findings from due diligence conducted on YUII's alleged acquisition of 13 farms from Dajiang Enterprise Group Co., Ltd. During the course of our investigation a Geo investigator had two telephone conversations with Dajiang's Chairman and General Manager, Mr. Xuejiang Zheng. Mr. Zheng was asked a series of questions concerning the status of Dajiang's farms and whether they had already been sold to YUII. As detailed in our report, Mr. Zheng categorically denied the farms had been sold to YUII. He went on to make harshly negative comments about YUII and its business practices and reputation.

Today, YUII management conducted a conference call to address the issues raised in our report. YUII's management confirmed that Mr. Zheng had indeed talked to our investigator and they did not challenge our summation of his comments. Instead they asserted that Mr. Zheng had been asked misleading questions and our investigator falsely stated he represented US investors interested in investing in business operations in China. Further, they said Mr. Zheng would cooperate with YUII management to clear up any "misunderstandings" caused by his telephone conversations with our investigator. Management also offered documents to support the alleged acquisition.

To be clear, GeoInvesting did not contact Mr. Zheng seeking commentary on YUII. We simply asked straight forward questions looking for a yes or no response as to whether Dajiang had sold or committed to sell its farms to YUII or not. When asked directly if YUII had acquired Dajiang's farms, Mr. Zheng emphatically said, NO, seven times in our first conversation alone. He said no and meant no. Investors can review the transcripts of the calls between our investigator and Mr. Zheng and draw their own conclusions.

We remain highly skeptical of YUII's explanations concerning Mr. Zheng's statements. If YUII really acquired the farms from Dajiang, why under any set of circumstances would Mr. Zheng who was allegedly paid $12.1 million to complete the transaction deny the transaction took place? And, what would motivate him to lash out at YUII by making harsh statements charging the company was lying, had a poor reputation, was defrauding US investors, and that he rejected their advances and wanted nothing further to do with them? YUII's explanation would have us believe that Mr. Zheng contemplated selling chicken farms that he had already sold to YUII. We just don't buy YUII's explanation.

Further comments from the conference bring additional confusion:

  • Mr. Zheng was not available to attend this call to clear up this "misunderstanding" due to short notice and prior commitments.
  • When asked if YUII would seek legal action against Mr. Zheng, management indicated that they would not. Not seek legal action against an individual accusing YUII of deliberately seeking to "cheat U.S. investors"?!
  • When asked if they could get a signed document from Zheng clearing up the issues raised on the phone calls, the company referred us to the document of sale rather than insisting Mr. Zheng present a document clearing up this specific issue.
  • YUII remained unclear as to why they have not resolved the $600,000 delinquent employee benefits expense obligation reported in the 2010 Form 10-K. Given YUII's reported cash balance why would they just pay the obligation and be done with it?

In the coming days Geoinvesting will offer additional information regarding our findings from on-the-ground DD conducted both before and after the May 16th press release that reported YUII had taken possession of 11 of the 13 farms it claims to have acquired from Dajiang. We will also have additional comments regarding inconsistencies in today's conference call. In the meantime, please feel free to review our full original premium report dated June 13, 2011 along with the transcripts and recordings of our investigator's telephone conversations with Mr. Zheng.  Below, you will also find the same report and supplements.

1st Call Audio

2nd Call Audio