Yangtze River Port and Logistics Limited (Nasdaq: YRIV) (the "Company"), an international infrastructure company that engages in the business of real estate development via a port logistic project located in the middle reaches of China's Yangtze River in Wuhan, China, today categorically refutes all the allegations made against the Company in Hindenburg Research's report dated December 6, 2018 (the "Report"). In particular, the Company wishes to broadly address certain patently false allegations made in the Report:
1. Worthless/Overinflated Assets
"The unconstructed part of the project is a planned "Logistics Center" that YRIV states it will build on 1.2 million square meters of land leased from a local village. On YRIV's latest quarterly balance sheet, the rights to the land are reported as having a value of $299 million, comprising over 77% of the company's total assets... Despite claiming to lease 1.2 million square meters from the village, our government-sourced maps...show that the total area of the village is only 610 thousand square meters. Moreover, conversations with officials from the village in question revealed that contrary to the company's claims, YRIV has not leased any land from them."
- The value of $299 million reflected in the Company's latest quarterly
balance sheet is not related to the 1.2 million square meters of land.
Instead, the reported value of $299 million relates to the value of land
use rights of the unused portion of 6 parcels of commercial land (steel
logistics park). Originally, the value of these land use rights of the 6
parcels of commercial land totaling 515,600 square meters, was booked at
a cost of $308 million, of which 79,200 square meters of land have been
used for constructing commercial buildings with 92,700 square meters of
floor area, leaving 436,400 square meters of unused land. It is this
unused piece of land that we have reported a value of $299 million. As of
today, due to the significant appreciation of the local real estate
market, we estimate that the 515,600 square meters of land that the
Company has obtained land use right certificates for and was accounted at
cost value, has nearly doubled to a value of nearly $600 million.
- The Company's lease of 1.2 million square meters of land mentioned in the
Report comprises land not only from the Chunfeng Village but also Junmin
Village and Jiangdi Village, which were brokered and represented through
Chunfeng Village.
2. Undisclosed Legal Judgments
A list of the 11 undisclosed legal judgments mentioned in the Report is set forth below:
- Items 1-6 relate to the litigation and judgements arising from the sale
of commercial house flats by the Company's subsidiary, Wuhan Yangtze
River Newport Logistics Co., Ltd. ("Wuhan Newport"). These commercial
house flats were sold in or before 2015. According to the relevant
contracts of sale, if Wuhan Newport fails to develop the area in
accordance with its original development plan within one year after the
sale and purchase, Wuhan Newport would have to repurchase the commercial
house flats at the original contracted price back from the purchasers.
These proceedings were instituted by the purchasers before the said
properties appreciated and doubled in value between 2017 and 2018.
Consequently, the purchasers are now reluctant to enforce the judgments
and sell back the properties to Wuhan Newport. The Company has already
made provisions for the purchase of the properties in the financial
statements in its annual report for the year ended December 31, 2015.
Because the judgments were already rendered, the Company has not
disclosed these judgements as ongoing "Legal Proceedings".
- Item 7 refers to the loan of RMB 290 million due to China Construction
Bank Gangcheng Branch dated May 28, 2014 mentioned in the Report, plus
interest totaling approximately RMB 325 million, and not in addition to
such loan. The loan and interest payable obligations have been disclosed
and accounted for in the Company's financial statements in its annual
report for the year ended December 31, 2017.
10. LOANS PAYABLE
Bank name Term December 31, December 31,
2017 2016
China From May 30, 2014
Construction Bank to May 29, 2020 $ 44,221,399 $ 41,456,074
The Company is in the process of negotiating a loan restructure with the
bank and in the meantime, all payments due are suspended. Also, as a
result of negotiations, the bank has not instituted enforcement
proceedings. As in the above Items 1-6, because a judgement has already
been rendered, the Company has not disclosed it as an ongoing "Legal
Proceedings".
- Items 8-11 refer to judgements obtained against Wuhan Newport as a
guarantor for certain loans taken out by a large shareholder of Wuhan
Newport before it became a subsidiary of the Company. Since the judgments
were rendered, the shareholder has undertaken in writing to be solely
responsible for all these loans without recourse to Wuhan Newport and has
entered into a repayment plan with his creditor(s). Accordingly, no
enforcement actions have been instituted against Wuhan Newport and in
accordance with legal opinion from PRC counsel, there are no legal or
financial liability accorded to Wuhan Newport.
3. Money from YRIV's Capital Raises Has Been Used to Pay the Chairman/Controlling Shareholder Rather Than Advance Company's Projects
The Report alleges that the Company has consistently reported large liability balances "due to related parties" on its financial statements. These, in turn, seem to accrue large interest rates which simply get added to the "advances" over time. When capital is raised, cash is then used to pay back the supposed related-party "advances", rather than being employed to further the company's projects.
- Ever since the closing of the reverse merger in December 2015, the
Company has taken out 19 short-term loans via convertible
