Stop Order Proceedings Instituted Against China Intelligent Lighting and Electronics, Inc., and China Century Dragon Media, Inc.
FOR IMMEDIATE RELEASE
Washington, D.C., June 13, 2011 – The Securities and Exchange Commission today announced that it has instituted proceedings to determine whether stop orders should be issued suspending the effectiveness of registration statements filed by two companies – China Intelligent Lighting and Electronics Inc. (CIL) and China Century Dragon Media Inc. (CDM).
The SEC instituted the stop order proceedings against each company after the companies’ independent auditor resigned and withdrew its audit opinions on the financial statements included in the companies’ registration statements.
“The Division of Enforcement is seeking stop orders to protect investors by preventing any further sales under materially misleading and deficient offering documents,” said Kara Brockmeyer, Assistant Director of the SEC’s Division of Enforcement and co-head of the Cross Border Working Group. The Cross Border Working Group has representatives from each of the SEC’s major divisions and offices, and focuses on U.S. companies with substantial foreign operations.
The purpose of a stop order is to prevent a company or its selling shareholders from selling their privately-held shares to the public under a registration statement that is materially misleading or deficient. If a stop order is issued, no new shares can enter the market pursuant to that registration statement until the company has corrected the deficiencies or misleading information in the prospectus.
In proceedings instituted against CIL on June 10, the SEC’s Division of Enforcement alleges that CIL’s independent auditor resigned on March 24, 2011, due to accounting fraud at the company involving forged accounting records and bank statements. The auditor also notified the company that it could no longer support its audit opinions relating to the company’s previously-issued financial statements – which were included in registration statements filed by CIL in June and December 2010 – and that the financial statements contained in the registration statements cannot be relied upon. The Division of Enforcement alleges that, as a result, CIL’s registration statements are materially misleading and deficient.
In separate proceedings instituted against CDM on June 13, the SEC’s Division of Enforcement alleges that CDM’s independent auditor resigned on March 22, 2011, due to “discrepancies noted on customer confirmations and the auditor’s inability to directly verify the Company’s bank records,” which could indicate a material error in the company’s previously-issued financial statements. The auditor also notified the company that it could no longer support its audit opinions relating to the company’s previously-issued financial statements, which were included in a registration statement filed by CDM in February 2011, and that those financial statements cannot be relied upon. The Division of Enforcement alleges that, as a result, CDM’s registration statement is materially misleading and deficient.
The Commission instituted the proceedings against CIL and CDM, respectively, pursuant to Section 8(d) of the Securities Act of 1933 to determine whether the allegations of the Division of Enforcement are true, to afford each company an opportunity to establish any defenses to these allegations, and to determine whether in each case a stop order should be issued suspending the effectiveness of the registration statement or statements.
Trading in the companies’ stock on the NYSE Amex LLC has been halted since March 2011, pending the outcome of Amex’s delisting proceedings against each company for failure to meet Amex’s listings requirements.
Ansu Banerjee, Delane Olson, and Kam Lee of the SEC’s Division of Enforcement are conducting the investigations that led to these proceedings, which will be litigated by Paul Kisslinger of the Division’s Trial Unit.
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For more information about this enforcement action, contact:
Associate Director, SEC’s Division of Enforcement
Kara N. Brockmeyer
Assistant Director, SEC’s Division of Enforcement