S.E.C. FREEZES ASSETS CHINESE CITIZENS VIRGIN ISLE CO. INSIDER TRADING

The U.S. Securities and Exchange Commission has obtained a federal court order to freeze the assets of six Chinese citizens and a British Virgin Island Company involving the China based pork processing company Zhongpin Inc.The S.E.C.’s complaint, which was filed in a United States District Court in Chicago on Wednesday, alleges that six Chinese citizens – Siming Yang, Caiyin Fan, Shui Chong Chang, Biao Cang, Jia Wu, and Ming Ni – made more than $9 million by trading in the shares of Zhongpin Inc. ahead of the announcement of a management-led buyout offer last month. A British Virgin Islands-based entity formed by Mr. Yang, Prestige Trade Investments, was also named in the complaint. The S.E.C.’s alleges that the defendants bought more than $20 million in stock and call options for Zhongpin’s shares between March 14 and March 26, just days before Zhongpin’s chief executive offered to take the company private for $13.50 per share. The announcement of that bid sent Zhongpin’s stock price up 22 percent.The defendants’ trades were highly unusual, the S.E.C. said in its complaint, both because many of the them had never traded in Zhongpin before and because some of the facts surrounding the trades did not seem to add up. Mr. Yang, the agency said, told his broker that he was an accountant with an annual income of $52,500, when he was working as a research analyst with a New York-based investment firm.The SEC alleges that the purchases of Zhongpin stock and options were inconsistent with the defendants’ financial situations and prior investment behavior. In particular: The defendants’ trades made up a significant portion of the trading in Zhongpin between March 14 and March 26. Prestige’s purchases alone represented about 41% of the common stock trading in this period. Only one of the defendants had traded in Zhongpin before March 14.For most of the individual defendants, the purchases of Zhongpin securities equaled or exceeded their stated annual income and represented a significant portion of their net worth.Yang identified himself to his broker as an accountant in China with an annual income of $52,500 and a net worth of less than $250,000, when at the time he was a research analyst with a New York–based registered investment adviser.Each of the defendants placed at least some of their trades from computer networks and hardware that other defendants also used to place trades.The SEC alleges that the defendants violated federal anti-fraud laws, namely Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. In addition to the emergency relief, the SEC is seeking permanent injunctions, disgorgement of ill-gotten gains with prejudgment interest, and financial penalties. The emergency court order that the SEC obtained on April 4 on an ex parte basis froze defendants’ assets held in U.S. brokerage accounts, grants expedited discovery and prohibits the defendants from destroying evidence.