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美国SEC对唐及其相关的指控。。。这是公开的文件
Case 3:09-cv-00614-B
u.s. DISTRICT COURT NORTHERN DISTRICT OF TEXAS
原件很容易查到。。。
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,
vs.
OVERSEA CHINESE FUND LIMITED
PARTNERSHIP, WEIZHEN TANG &
ASSOCIATES, INC., WEIZHEN TANG CORP.,
WINWIN CAPITAL MANAGEMENT, LLC,
WINWIN CAPITAL LIMITED PARTNERSHIP,
J.O.R. & ASSOCIATES, LLC, AND
WEIZHEN TANG,
Defendants,
and
WINWIN CAPITAL PARTNERS, LP,
BLUEJAY INVESTMENT LLC d/b/a VINTAGE
INTERNATIONAL INVESTMENT LLC,
Relief Defendants.
COMPLAINT
8-09CV0614- B
The Securities and Exchange Commission ("Commission"), Plaintiff, files this Complaint
against Defendants Oversea Chinese Fund Limited Partnership, Weizhen Tang & Associates, Inc., Weizhen Tang Corp., WinWin Capital Management, LLC, WinWin Capital Limited
Partnership, J.O.R. & Associates, LLC, and Weizhen Tang, and Relief Defendants WinWin Capital Partners, LP, and Bluejay Investment, LLC, d/b/a Vintage International Investment, LLC, and would respectfully show the Court as follows:
?
SUMMARY
?
1. This emergency matter involves an on-going Ponzi scheme and affinity fraud
targeting members of the Chinese-American community. Weizhen Tang, the self-described
"Chinese Warren Buffet" recently admitted to investors that since at least 2006 his Torontobased hedge fund, Oversea Chinese Fund Limited Partnership (the "Hedge Fund"), operated as a Ponzi scheme. In February 2009, Tang told investors that he and the Hedge Fund posted false profits on investors' account statements for the purpose of concealing substantial trading losses, and, more insidiously, to attract new investors to his fund. Tang further admitted that he used funds from new investors to return principal and payout purported profits to other investors.
Tang admitted to investors that the Hedge Fund paid out at least $8 million in purported profits in 2006, 2007, and 2008 - despite significant trading losses incurred during that time. Since at least as early as 2004, more than 200 investors have collectively invested between $50 and $75 million in the Hedge Fund.
2. Tang specifically targeted members of the Chinese-American community and
solicited U.S. investors to directly and indirectly invest in the Hedge Fund. Several U.S.
investors directly invested in the Hedge Fund. Since at least November 2007, Tang raised capital
for the Hedge Fund from U.S. investors by offering and selling limited partnership interests in
WinWin Capital Limited Partnership ("WinWin Partners"), a Texas-based limited partnership he
controls. WinWin Partners' sole business is investing partnership capital in the Hedge Fund. As of March 10, 2009, WinWin Partners had raised almost $17.3 million in principal investments from approximately 75 investors, most of which are located in the Dallas area, but also include investors in California. These investors have withdrawn approximately $8.4 million from the Hedge Fund, ofwhich at least $700,000 was paid out as purported profits. Nearly $9.6 million in investor principal remains unaccounted for. Consistent with his recent confession to investors, funds invested with WinWin Partners were used to pay other investors in a Ponzi fashion.
3. In an effort to prey on the panic generated by his admissions of wrongdoing, Tang
has sent e-mails to investors to persuade them to trust him with even more of their money and allow him to continue trading on their behalf. Within the last two weeks, Tang has informed investors that he is actively raising an additional $1 million to "recoup" investor losses and creating new business entities, bank accounts, and brokerage accounts to circumvent action by the Commission and/or the Ontario Securities Commission.
4. The Commission, in the interest of protecting investors from any further illegal
activity, brings this action against the Defendants and Relief Defendants, seeking as applicable permanent in junctive relief, disgorgement of all illicit profits and benefits Defendants or Relief Defendants have received plus accrued prejudgment interest, civil monetary penalties, the appointment of a receiver over assets traceable to investor funds and other emergency and equitable relief.
5. This Court has jurisdiction over this action pursuant to § 22(a) of the Securities
Act of 1933 (the "Securities Act"), § 27 of the Securities Exchange Act of 1934 ("Exchange
Act") and § 214 of the Investment Advisers Act of 1940 ("Advisers Act"). Defendants, directly and indirectly, made use of the mails and of the means and instrumentalities of interstate
commerce in connection with the acts, practices and courses of business described in this Complaint. Venue is proper because certain of the transactions, acts, practices and courses of
business described below occurred within the jurisdiction of the Northern District of Texas.
6. Weizhen Tang, age 50, of Toronto, Ontario, Canada, is the manager of Oversea
Chinese Fund Limited Partnership, a Toronto-based hedge fund, whose general partner is Weizhen Tang & Associates, Inc. Tang is also the owner and co-CEO of Weizhen Tang Corp.,
the owner ofJ.O.R & Associates, LLC, and the owner ofWinWin Capital Management, LLC.
7. Oversea Chinese Fund Limited Partnership (the "Hedge Fund") is a limited
partnership organized in December 2001 under the laws ofthe province of Ontario.
8. Weizhen Tang & Associates, Inc. ("WTA"), is an Ontario corporation that
serves as the general partner of the Hedge Fund. WTA's officers and directors are Tang and Hong Xiao, his wife.
9. Weizhen Tang Corp. ("WTC") is an Ontario corporation that, according to its
website (www.wtang.com). is primarily engaged in the management of private equity funds and hedge funds. WTC's officers and directors are Tang (chairman and secretary), his daughter Wenyi Tang (director and secretary), and Jiehua "Jay" Yu (officer).
10. WinWin Capital Management, LLC, (the "Adviser"), a Texas limited liability
company with its principal office in Plano, Texas, has been registered as an investment adviser with the Texas State Securities Board since July 2008. While Tang owns the Adviser, it is managed by Jiehua "Jay" Yu.
11. WinWin Capital Limited Partnership ("WinWin Partners"), a Texas limited
partnership with its principal office in Plano, Texas, was created to invest partnership funds in SEC v. Oversea Chinese Fund, L.P., et a/.
the Hedge Fund. The limited partners of WinWin Partners, located primarily in the Dallas, Texas, area are the individual investors who, along with investors directly solicited by Tang, are the victims of the fraud in this case. WinWin Partners' sole general partner is J.O.R & Associates, LLC.
。。。。
13. WinWin Capital Partners, L.P., a Delaware limited partnership authorized to do
business in the State of Texas, lists as its principal office the Adviser's address in Plano, Texas.
The general partner of WinWin Capital Partners, LP is the Adviser. A private offering
memorandum for WinWin Capital Partners, LP, dated July 1, 2008, states that the minimum
investment in WinWin Capital Partners, LP is $250,000. WinWin Capital Partners, LP, was
formed to provide Tang's U.S. investors with greater transparency over his investment decisions
using their funds. WinWin Capital Partners, L.P. is named as a relief defendant solely for the
purpose of obtaining equitable relief.
14. Bluejay Investment, LLC, d/b/a Vintage International Investment, LLC
("Bluejay Investment"), a Texas limited liability company, lists as its principal office the
Adviser's address in Plano, Texas. U.S. investor funds were diverted to an account in the name
of Bluejay Investment. Bluejay Investment is named as a relief defendant solely for the purpose of obtaining equitable relief.
BACKGROUND FACTS
15. Weizhen Tang, a Chinese Canadian living in the Greater Toronto Area, is a
prominent figure in the Chinese community in North America. In December 2001, Tang created
the Hedge Fund under the laws of the province of Ontario. Hedge Fund offering documents
provide that: (i) the Hedge Fund has been active since 2004; (ii) Tang is the trading manager and
WTA is the general partner; (iii) the offering started in May 2004; (iv) "prospected partners must
be qualified accredit (sic) investors only" [citing Rule 501 of Reg D]; (v) the minimum initial
investment in the Hedge Fund is $150,000; and (vi) "[b]ased on past performance ... the system
the Trading Manager will utilize has produced an average return of 32% per year for index and currencies."
16. According to the Hedge Fund's website (www.wtang.com). Tang, during the four
years since the Hedge Fund was established, achieved an "average annual return rate [of] over 40%" by:
? integrating stock indexes, foreign exchanges, and futures into reliable short-term
speculations;
? seeking "consistent returns with minimum risk: 1% weekly profit;" and
? keeping "99% of the total investment pool outside the market for safekeeping, while amplifying the remaining 1% with certain leverage.
Tang's purported investment strategy is to invest 99 percent of the total investment pool in conservative, out-of-the market investments like bonds and certificates of deposit and 1 percent of the investment pool in speculative short-term investments. The Hedge Fund provides investors with periodic account statements Via its website, and investors use personalized user names and passwords to monitor their accounts. The Hedge Fund is comprised of more than
200 investors who have collectively invested between $50 and $75 million. The Hedge Fund does not charge investors a fee on the first six percent of profit, but it charges a 25 percent "management" fee on any additional profit.
17. Since at least November 2007, Tang has directly and indirectly solicited U.S.
investors to invest in the Hedge Fund. At least two U.S. investors have directly invested in
Oversea Chinese Fund through Tang's website solicitation.
18. Tang has further indirectly solicited U.S. investors by causing the creation of
WinWin Capital Limitefcd Partners ("WinWin Partners") and by offering and selling limited
partnership interests in the entity. WinWin Partners' sole business is investing partnership
capital in the Hedge Fund. The minimum investment in WinWin Partners is $100,000 and
partnership interests are sold in units; each unit costing $50,000. Investors sign partnership
agreements with WinWin Partners, which set forth that the "purpose of the partnership is to
invest the capital of the Partnership in such investments as [JOR] shall determine in its sole
discretion to be advisable or advantageous to the Partnership." WinWin Partners funds were
held in a bank account, invested in a certificate of deposit or invested solely with the Hedge Fund.
19. The WinWin Partners' partnership agreement provides that JOR, as general
partner, does not charge a fee on the first 6 percent of profit, but charges a 25 percent fee on any
additional profit, mirroring the fee arrangement described on the Hedge Fund's website. JOR
was created in late 2006 and listed Jiehua "Jay" Yu, Xiaohong Peng, and Richard Gu as its
members. Effective January 1, 2007, Tang acquired from Yu, Gu, and Peng their ownership interests in JOR. Pursuant to a compensation agreement, Tang retained Yu, Gu, and Peng as managers ofJOR to manage the day-to-day operations ofWinWin Partners.
20. As of March 10, 2009, WinWin Partners raised almost $17.3 million from
investors in Texas and California. Even though Tang's U.S. investors were limited partners in WinWin Partners, Tang created an account for each investor on his website in Canada. Using this Internet access, each U.S. investor was shown an account that purported to represent the investor's current investment results, including daily and cumulative trading results. If a U.S. investor desired to withdraw some, or all, of the investment with Tang, a form was submitted to WinWin Partners to redeem the investor's interest in the Hedge Fund. These redemption requests were processed in Texas but were not paid unless Tang personally approved the redemption request. Once approved, a check ora wire transfer was arranged by WinWin Partners to deliver funds pursuant to the redemption request. Of the funds raised from investors, Tang returned approximately $8.4 million to investors, of which at least $700,000 was characterized as profits and used to compute management fees due to JOR. Nearly $9.6 million in investor principal remains unaccounted for.
。。。。。
22. On February 7, 2009, Tang sent an e-mail to all Hedge Fund investors,
acknowledging that the public demonstration had failed. Although Tang claimed not to have lost money during the demo, he conceded that the results were far from his stated goal of one percent per week. As an apparent result of the demonstration's failure, many investors lost confidence in his trading abilities and closed their accounts or attempted to withdraw large amounts of money
from the Hedge Fund. Tang informed investors that the Hedge Fund had insufficient assets from which to pay the withdrawal requests. And, Tang vowed to return all principal to investors within six months and noted that it would not affect the Hedge Fund's normal operation.
23. On February 27,2009, approximately 200 Hedge Fund investors met with Tang in
Toronto. Among the attendees at the meeting was a contingent of the Dallas-area investors. During the meeting, many investors confronted Tang about his repeated failures to honor withdrawal requests. In response, Tang admitted that (i) the Hedge Fund had no more money,
(ii) deposits into the Hedge Fund by new investors had been used to pay withdrawals and purported profits to earlier investors, and (iii) the information posted on the Hedge Fund website, showing the daily value of each investor's account, was false. Hedge Fund investors in the
Toronto area elected individuals to serve on a volunteer committee (the "Toronto Committee") to act on their behalf to investigate Tang's fraud. Likewise, the Dallas-area investors elected 12
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楼主: 共产党
狗仔卡
发表于 2010-11-15 20:34:23
显身卡
楼主
