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ASIC, ASX, EY, TTC and TCM: the alphabet soup of suspicious market activity in a company that delighted in the trademark "Fuqiao"

Editorial Staff

The Australian Securities and Investment Commission has applied to the Federal Court to wind up Traditional Therapy Clinics Limited (a Chinese Traditional Medicine company) after it was delisted by the Australian Stock Exchange and has asked the court that two members of Ernst and Young be appointed as liquidators.

So, now you know what all the letters mean, let's get on with the story which is, in part, about Red Stox and the continuing risks some of them pose for shareholders, regulators and sponsors to say nothing of those usually small businesses which put their faith in them ....

In September 2015, Traditional Therapy Clinics Limited (TTC), a a franchisor and owner of traditional therapeutic health and wellness clinics in China, was admitted to the Australian Stock Exchange, ASX, following a successful flotation via prospectus issued in June that year. By IPO standards, it was a bit of a minnow, raising only AUD15 million.

TTC was, its website says, "incorporated in Queensland, Australia on 24 February 2015. A group restructure, commencing in April 2015 and completing in May 2015, resulted in:

• the acquisition by TTC of China Fuqiao Healthcare Industry (Hong Kong) Limited, together with its wholly owned subsidiary Fuqiao (Chongqing) Holdings Co., Ltd. (Fuqiao Holdings) which is the main operating and holding company of the business in China;

"• the acquisition by Fuqiao Holdings of Chongqing Wuhuan Fuqiao Healthcare Co., Ltd. (Wuhuan Fuqiao) which is anotheroperating company in China, along with its wholly owned subsidiaries, Chongqing Fuqiao Vocational Training School and Chongqing Jiulongpo Fuqiao Subhealthy Healthcare Research Institute, which provide training and career development to the staff of the Group;

"• the acquisition by Fuqiao Holdings of Chongqing Fuqiao Health Caring Service Co., Ltd. which is another operating company of the Group in China."

This, the website today says created the following business structure:

(that image will no doubt disappear as the website is closed in due course).

The website's news section has not been updated since 15 November 2016. At that time, it announced that it had been awarded a prize of RMB1 million to protect and develop its trademark under the "Fuqiao" (we kid you not) brand. The announcement said "The Patent and Trademark Office of China’s Industrial and Commercial Bureau selected the “Fuqiao” brand to receive the prestigious rating of “China well known trademark”. Following this rating the Patent and Trademark Office of Chongqing Industrial and Commercial Bureau together with the Chongqing Finance Bureau, after detailed assessment, awarded TTC RMB 1.0m which will be utilized by TTC to further promote and protect the “Fuqiao” brand in China and, where appropriate, apply for trademark registration in other countries."

The company gives, on its website, its address as Level 27, AMP Place, 50 Bridge Street, Sydney, NSW 2000, Australia. It's an impressive building overlooking the Harbour, the Bridge and the Opera House from its upper floors and it has not only AMP Capital but also (you can giggle now if you like) the Parliamentary Counsel's Office. Level 27 (which may or may not be the 27th floor) is listed as the Sydney office of US head-quartered international law association Baker and McKenzie.

TTC saw its shares suspended on 3rd September last year, the third anniversary of its listing, for failure to lodge its half-hear report for 2018 by the due date. Several weeks later, TTC's board appointed Daniel Johannes Bredenkamp and Bryan Kevin Hughes, of Pitcher Partners, as administrators of the company. On 17 Dec, the ASX delisted the shares after the company did not respond to various enquiries.

ASIC then reviewed the case and concluded that the administration was not appropriate and that only liquidation would suffice. The grounds for this decision were fascinating:

- TTC has no directors ordinarily residing in Australia and no company secretary;
- TTC’s external auditors found irregularities in bank records that they received from the company’s China-based management;
- TTC failed to provide authorisation to its external auditors for them to obtain independent confirmation of TTC’s cash balances directly from the Chinese banks;
- funds raised from investors may have been improperly diverted or dissipated; and
- TTC has failed to lodge its half-year review for the period ending on 30 June 2018.

The company's website lists two local officers and it is not clear whether they were in place at all material times.

It is difficult to see exactly what the company intended to do. In September 2017, it lodged a statement saying that it was building five new clinics in China which would cost about a third of what it had raised on floatation. It says that building is cheaper than buying an established clinic but even so it had purchased five in and around China and "entered into agreements" via one or other subsidiary.

Further reading: https://download.asic.gov.au/m...


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