Contrarian Corpus
short seller research note initial thesis
2017-12-20 · 18 pages

China Internet Nationwide Financial Services Inc. CIFS

CIFS is an old-style China reverse-merger fraud dressed up as a Reg A+ IPO; SAIC filings show 5x revenue overstatement, every disclosed borrower is a sham, and the equity is worthless.

N 4 Narrative
V 2 Visual
C 2 Craft
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Thesis

Muddy Waters argues that CIFS, which IPO'd via the JOBS Act Reg A+ route, is 'just another worthless China fraud.' PRC SAIC financials obtained via fieldwork show BJ SYX generated only $3.4M of 2016 revenue versus the figures CIFS reported — a 5x overstatement. All four disclosed borrowers (84.2% of loan balances), including Beijing Ailirui, Xiamen Jingsu, Fujian Jin Xin and Cai Long Ge, are sham counterparties tied to Chairman Lin by shared addresses and phone numbers; the two disclosed related-party revenue sources (Luye and Beiruichen) are empty shells with only thousands in assets. The Kashgar subsidiary supposedly produced 47.3% of CIFS's 2016 net income during only two days of existence. Chairman Lin is an obscure businessman sued by small banks, and the VIE structure ensures he keeps investors' money with zero legal exposure. Implied target: zero.

SCQA

Situation

CIFS is a Chinese SME-loan advisory business listed on NASDAQ via the JOBS Act Reg A+ route, trading at $38.32 with an $842M market cap and claiming 97% gross and 70% net margins from startup.

Complication

PRC SAIC filings show BJ SYX generated a fraction of reported revenue (5x overstatement); every disclosed borrower and related party is a shell linked to Chairman Lin by shared addresses and phones, and Kashgar's 47% of 2016 net income came from a two-day-old subsidiary that reported zero to SAIC.

Resolution

Avoid or short CIFS — the report concludes CIFS is 'an old-style China fraud, and is worthless,' and calls on courts to strip for-profit exchanges of enforcement immunity for promoting these Reg A+ listings.

Reward

Downside is effectively 100% — Muddy Waters labels CIFS a 'King Zero' whose underlying business does not exist and whose VIE structure leaves U.S. shareholders with no recoverable claim.

The three reasons

  1. 1

    PRC SAIC financials show CIFS overstated 2016 revenue by 5x

  2. 2

    All four disclosed borrowers (84% of loans) are sham counterparties tied to Chairman Lin

  3. 3

    Kashgar subsidiary booked 47% of 2016 net income while existing only two days

Primary demands

  • Investors should avoid or short CIFS shares
  • Courts should hold for-profit exchanges monetarily liable for promoting Reg A+ fraud listings
  • Regulators should scrutinize Reg A+ offerings from China used as reverse-merger substitutes

KPIs cited

Revenue overstatement
PRC SAIC financials show CIFS overstated 2016 revenue by 5x (BJ SYX reported only ~$3.4M main revenue to SAIC)
Sham-counterparty loan concentration
Four disclosed sham borrowers account for 84.2% of loan balances
Kashgar subsidiary contribution
47.3% of CIFS's 2016 net income purportedly generated during just 2 days of existence (Dec 29-31, 2016)
Gross / net margins
Purported 97% gross margins and 70% net margins from startup
Related-party revenue
$421,105 of 2015 revenue from Luye and Beiruichen — shells with <$200k assets and near-zero revenue to SAIC
Ailirui sham loan
$23.1M purported loan = 77.3% of CIFS's 2015 assets; counterparty has ~$77 equity and zero revenue
Market cap
$842M at $38.32 share price, 25.9% float (5.7M of 22M shares)
Kashgar tax-holiday back-out
$1.6M 'effect of tax holidays' / 25% = $6.6M implied pre-tax income during 2-day existence

Pattern membership

Where this document fits across the library's 12 rhetorical / structural patterns.

Precedents cited

  • Orient Paper (Muddy Waters' first China short, June 2010)
  • Sino-Forest expose (Muddy Waters, 2011)
  • China reverse-merger fraud wave (2010-2012)
  • Lufax (as contrast — a legitimate Chinese fintech comparable)

Notable slides (6)

Notes

Classic Muddy Waters Word-memo format with MWR logo header, Times Roman body, footnoted citations, and inline SAIC financial screenshots. Signature pop-culture cover (title 'The Farce Awakens: CIFS' with a Star Wars-era 'THEY'RE BAAACK' image) plus mocking voice ('dog shit companies', 'pigs do not fly', 'guan xi' explainer) distinguish this from conventional research notes. Core evidence chain: (1) SAIC filings vs. SEC filings to prove 5x revenue overstatement; (2) shared phone numbers / addresses to link 'unrelated' counterparties back to Chairman Lin; (3) Wayback Machine capture of toprule.cn to expose P2P business hidden from U.S. investors; (4) call transcript with BJ SYX receptionist showing no real operating business. Stake not disclosed as a percentage — MWR's standard disclaimer only states they may be short. Closing conclusion is terse: 'CIFS is in our opinion an old style China fraud, and is worthless.' Outcome: CIFS stock was halted by NASDAQ shortly after this report.