Investing in China ?5 Jul 2015 08:03
Beware Investing in China
Posted by Douglas Lawson on 26/Jun/2015
It's all Wong
"Chop" is a word that I have had little use for until recently. Since entering my lexicon around 12 months ago I have been using it with increasing frequency. In China, "chop" refers to a physical device, containing a company's seal, that is used to transact official business. Each chop must be approved by the Public Security Bureau (a Government office that acts as the provincial police) and a company may have various chops for different purposes, for example opening bank accounts, authorising invoices and paying suppliers. In the UK the signature of a legal representative of a company is normally legally binding but not in China. In China, it is possession of the chops that matter. I was to find this out the hard way.
I first heard of Sorbic International plc ("Sorbic") in May 2010 when John McLean, the Chairman, came into our office in Edinburgh. We knew John through an investment in China Food Company plc, a manufacturer of animal feeds, soya sauce and other condiments. Five years ago, the UK, like much of the western world, was in the depths of the biggest recession since the Great Depression of the 1930s and the prognosis was bleak. On the contrary, China was continuing its breakneck rate of growth and overtaking Japan as the world's second largest economy. Consumer spending was soaring and Sorbic offered us a means of exposing our funds to this trend. Sorbic's business is the manufacture of sorbates, namely sorbic acid and potassium sorbate which are used as food preservatives. Sorbic had listed on AIM in September 2008, raising £6 million through Finncap, the small cap London broker. Sorbic operated through a wholly-owned subsidiary called Linyi Van Science and Technique Company Limited ("LVST"), based in Linyi, Shangdong Province.
Increasing demand for sorbates led the company to look for a new factory site where new capacity could be installed. This search led to Ulanqab in Inner Mongolia, over 1,000 miles from Linyi, where LVST would have better access to export markets and could take advantage of cheap land and financial incentives to build a factory that would double the existing capacity and feed burgeoning global demand. This new factory would be funded by the combination of a loan from Mr Wang Yan Ting ("Wang", pronounced 'Wong'), the CEO of Sorbic and founder of LVST, and a £3.5m placing of convertible loan notes (the "Loan Note(s)"). The Loan Notes would pay a coupon of 10% and would convert (at the option of the Loan Note holder) at 32p, a modest premium to the share price at the time. As an investor, this opportunity ticked lots of boxes. Here was a chance to access the fast growing, Far Eastern consumer economy in a protected instrument that was secured on hard assets and paid a generous coupon. What's more, if Sorbic delivered on its plans, we could convert into equity