February 20, 2017
TOP 10 REASONS THE SEC MUST REJECT THE AQUISITION OF THE CHICAGO STOCK EXCHANGE BY UNKNOWN CHINESE NAMES
In February 2016, over 40 bipartisan members of congress urged the government to block the proposed sale of the Chicago stock Exchange ("CHX) to a Chinese shell company, North America Casin Holdings, Inc., ("NA Casin") on the basis that it was substantially controlled or influenced by the Chinese government and more.
In addition, the SEC should reject the acquisition due to these 10 reasons:
1. Upon sale, at least 68.5% of CHX would be owned by Chongqing Caixin Enterprise Group (CCEG), an opaque name in Chongqing, the obscure son of CCEG's owner, and two obscure Chongqing businesses (a Chinese interior decorating firm, and an electronics repair vendor). The human faces behind these curious names are missing.
2. CCEG has close ties to the Chinese state. It's implausible that nearly all of the investors directly acquiring equity in CHX are fraudulent nominee's whose funding is controlled or directed by CCEG in conjunction with the Chinese state/government.
3. Neither the CHX, nor the SEC would know if capital stock in China is being consolidated, resold, collateralized, or collusively voted in contravention of the SECs 20% maximum limit on individual voting power.
4. The severe and immediate risk of invisible collusion or changes in ownership run afoul of the CHX's and SEC's obligations to prevent conflicts of interest and improper influence under Sec. 6(b)(5) of the Securities Exchange Act.
5. These risks are amplified by CHX's interest in aggressively listing more opaque Chinese companies after installing the Chongqing based majority control of the exchange (See CHX's website - Proposed Transaction QAs): more problematic Chinese listings on a U.S. stock exchange after years of accounting and disclosure scandals.
6. Restricting the number of shares entitled to vote as the CHX proposes, does nothing to remedy the problem of back-room voting collusion, share re-sale or collateralization to an unknown party or state entity in China. No remedy is possible because the activities of the majority of CHX's shareholders would be in China, totally beyond the view of our entire government, let alone NA Casin, CHX, or the SEC.
7. The proposed acquisition of CHX wholly ignores SEC precedent traditionally requiring that: (1) proposed foreign owners submit to U.S. federal jurisdiction as a prerequisite to ownership of a U.S. exchange (something the Chinese entities could never do), and (2) all ownership with voting power over an exchange amend their governing documents to restrict collusive voting or resale of the exchange.
8. 25.94% of non china-based ownership is controlled by an unknown person from China from a home address and the purported, unconfirmed son of CCEG's chairman. These "investment entity shells" are nominees of CCEG put in place to avoid explicit violation of the SEC's 40% ownership limitation, and should be examined to determine the degree to which they are independent, or under the control or influence of CCEG.
9. Additional voting collusion: Additional 24% to be owned by Anthony Saliba and his representative Raptor via suspiciously fraudulent "put agreements" who collectively control more than 20% of voting shares when converted.
10. The close relationship of CCEG to the Chinese state and the inability of CHX or the SEC to oversee the activities of the proposed Chongqing ownership is inconsistent with the requirements of Sec. 6(b)(1) and Sec. 6(b)(5) of the Exchange Act because they leave the doors of the CHX and our markets open to undetectable manipulation by CCEG and the Chinese state via their upstream control over CHX.
Thank you for your time.