Monday, May 27, 2019

Top Education Group share price movements require explanation from NSW LPAB, TEQSA,and AG Speakman; Top's declining cash flow from operations adds to worries

by Ganesh Sahathevan



It has been previously reported on this blog that the NSW Legal Profession Admission Board (LPAB), and the Tertiary Education Quality and Standards Agency (TEQSA) have refused to provide answers to queries from this writer about the persons and processes involved in granting Top Education Institute Ltd the "first and only" license to issue Law degrees that qualify recipients for admission to practice law in NSW and in Australia:
TOP Education Institute's Bachelor of Laws : Political donations,HK Stock Exchange IPO seem to have left regulators confounded, speechless 


As reported, Top Group is controlled by one Minshen Zhu, better known for his political donations to both sides of politics.These include donations to the NS W Liberal Party in the 4 months or so prior to the LPAB granting Top Education Group its license to issue law degrees. 
Top Education Group made donations worth AUD 44 275 to the Liberal Party NSW Branch. 

NSW Attorney General Mark Speakman oversees the LPAB and the legal profession in NSW.He is also a member of the Liberal Party and the elected Member Of Parliament for Cronulla.


Top Group was listed on the Hong Kong Stock Exchange after it was granted the right to issue LLB degrees. Its prospectus contained a number of references to the fact that it was the "first and only" private company bestowed that right.


The hart below of Top Group's share price over the past year (it was listed in May 2018) shows clearly how volumes traded spiked just after listing, and how the share price has fallen from a high of HK 96 cents to a low of HK 27 cents.It currently trades in the HK 30-35 cent range.
(Source:https://www.tradingview.com/symbols/HKEX-1752/)

That sudden spike, and the dramatic fall is share price (and market cap,no new shares have been issued) would concern not only investors but also students, who have placed reliance on the LPAB,TEQSA and AG's impramatur. Regardless of that , all three have chosen to remain silent.

Their silence is even more troubling given movements in the Top share price which correlate to regulatory announcements.

In its annual report for the year ended 30 June 2018 , dated 24 September 2018 ,Top's management stated :


On 5 September 2018, we received a formal advice from Legal Profession Admission Board of New South Wales (‘‘NSW LPAB’’) that the re- accreditation process of our Bachelor of Laws will commence in September 2018 and may take more than six months to complete. This accreditation follows the normal cycle of re-accreditation. 


Readers can see from the chart above that on or around 5 September 2018 Top's share price (which was trending downwards) went into another steep fall, before spiking approximately 30%,from a low of about 30 cents to a high of about 40 cents.


The LPAB and Speakman decided to issue Top that license to grant LLB degrees despite an oversupply of law graduates and in doing so exposed themselves to the complexities of regulating degree issuers whose stock is traded on a stock exchange. Their actions will come under the scrutiny of investors worldwide (for the HKSE is an international market) regardless of their past practice. 

Top's declining cash flow from operations would be of concern not only to investors but also students who have enrolled in the Top LLB based on Speakman and his LPAB's impramatur.





Cash flow
All numbers in HK Dollar thousands
Period ending
30/06/2018
30/06/2017
30/06/2016
30/06/2015
Net income
1,553
4,602
3,442
4,761
Operating activities, cash flow provided by or used in
Depreciation
243
253
217
136
Adjustments to net income
-386
435
-835
125
Changes in accounts receivable
58
-58
-58
-58
Changes in liabilities
495
348
675
-1,133
Changes in inventory
-
-
-
-
Changes in other operating activities
429
152
1,668
-402
Total cash flow from operating activities
3,172
6,321
5,588
3,912
Investment activities, cash flow provided by or used in
Capital expenditure
-473
-346
-532
-104
Investments
-
-
-
-
Other cash flow from investment activities
-
-
-
-
Total cash flow from investment activities
-1,810
-1,682
-1,866
-980
Financing activities, cash flow provided by or used in
Dividends paid
-6,283
-8,889
-5,000
-5,000
Sale purchase of stock
-
-
-
-
Net borrowings
-
-
-
-
Other cash flow from financing activities
-3,009
-106
-164
-164
Total cash flow from financing activities
29,905
-6,495
-2,664
-2,664
Effect of exchange rate changes
-
-
-
-
Change in cash and cash equivalents
31,267
-1,856
1,058
2,932
Posted 4 hours ago by Anonymous

0
Add a comment



TOP Education Institute's Bachelor of Laws : Political donations,HK Stock Exchange IPO seem to have left regulators confounded, speechless



by Ganesh Sahathevan





Prime Malcolm Turnbull pictured with Top Education's Minshen Zhu.



In 2015 the NSW Legal Profession Admission Board granted a private company the right 
to issue law degrees that would be recognized for admission to practice law in NSW, 
and the rest of Australia.


The then private company has since been listed on the Hong Kong Stock Exchange 
and is known as Top Education Group Ltd (HKG:1752) .It operates the "Sydney City School of Law", 
which has greater semblance to a tutorial college than to the public universities that 
one normally associates with Australian law degrees.


The NSW LAPB's decision took even the Australian Law Students Association by surprise,as 
Lawyers Weekly reported:
New law school may leave grads stranded - Lawyers Weekly



The NSW LPAB is headed by a chairman,who is usually the Chief Justice Of NSW.
The current Chief Justice is Tom Bathurst,who was one of Australia's leading commercial 
QCs before his elevation.


TOP Institute is understandably proud of its achievement, which is advertised on its website:


Top Education Institute received accreditations from TEQSA and the NSW Legal Profession 
Admission Board (LPAB) to offer a course of studies leading to the award of the 
Bachelor of Laws Degree (LLB)


Top Education Institute received accreditations from TEQSA and the NSW Legal Profession 
Admission Board (LPAB) to offer a course of studies leading to the award of the Bachelor of 
Laws Degree (LLB).TOP will commence delivery of the LLB program from 
Semester 2, 2015 for domestic students.






In 2018 Top went for an IPO in Hong Kong.It is listed on the HK Stock Exchange 
and the LPAB and TEQSA accreditation was an important selling point.The listing was a success, 
for the promoters, as one can see from the volumes traded and share price at and since listing:


Top Education Group Ltd
HKG: 1752

TOP EDUCATION (01752) - Technical analysis WMA 
SMA EMA Bollinger SAR RSI



The promoters are led by Professor Dr Minsheng Zhu, better know for his philanthropy, especially towards members of the Liberal and Labor parties.The chairmen of the LPAB and TEQSA have been queried about all of the above; these are not issues students would have to confront from ordinary public universities that award law degrees. At the time of writing , neither has responded.
END  


A Top Education? Dastyari’s Donations Troubles Expose The College With Impeccable Connections

By Wendy Bacon & Ben Eltham on September 2, 2016Education

A top education?

Sam Dastyari’s donations trouble exposes the private college with impeccable connections.
Labor Senator Sam Dastyari has found himself under considerable scrutiny this week over a donation he received from Sydney’s Top Education Institute.


There is no doubt that Sam Dastyari is close to the Top Education Institute – otherwise he could scarcely have called on them to pay his parliamentary travel bill when he exceeded its cap. Close scrutiny has now also revealed that his disclosures on interstate travel have been sloppy, to say the least.


But Dastyari is not the only one to have links to Top Education. The private college is well-known in the corridors of power. Top Education’s director Minshen Zhu is one of the best-connected foreign donors in the country.


Labor Senator Sam Dastyari.
Labor Senator Sam Dastyari.
The Top Education Institute is headquartered in the Biotechnology Building of inner Sydney’s Australian Technology Park. It was the first Australian college to be on the Chinese government’s approved list of tertiary institutions. Top Education has achieved the prestigious TEQSA certification to offer Bachelors’ degrees. It is the only non-university institute to offer Australian-accredited law degrees at undergraduate level. This course was originally only approved with conditions in 2013, but was fully accredited without conditions in 2015.
Top Education’s chairperson Minshen Zhu is reported to have close links with the Chinese government, though exactly how close is difficult to ascertain. An ANU graduate, Dr Zhu was a board member of the Confucius Institute of the University of Sydney. He has been a delegate to the Chinese People’s Political Consultative Conference, a consultative body that implies political influence. In 2012, former foreign minister Bob Carr also appointed him to a Chinese Ministerial Consultative Committee.
Criticism of Dastyari, particularly from Liberal Party senators such as Cory Bernardi and George Brandis, has focussed on Top Education’s links with the Chinese government. This is ironic. The public record shows that the Liberal Party also seems to enjoy close connections with Dr Zhu and the TopEducation Institute.
Dr Zhu has been remarkably adept at convincing Australian politicians to help promote and market his institution. Indeed his college has received extraordinary attention from the most senior members of the LNP government.
Former Prime Minister Tony Abbott, pictured with Minshen Zhu.
Former Prime Minister Tony Abbott, pictured with Minshen Zhu.
As prime ministers, both Malcolm Turnbull and before him Tony Abbott found time to attend TopEducation functions. Fairfax yesterday reported that he also met with Attorney-General George Brandis in April this year, and with Treasurer Scott Morrison in November 2015.
The payment of Senator Dastyari’s travel bill has caused him considerable embarrassment. But Dastyari’s $1,670 travel invoice is just a small indication of Top Education’s political largesse. TopEducation has donated handsomely to both major parties in recent years. While Top Education initially favoured the ALP in donations, since the Liberal Party came to power in 2013, Top Education’s donations have shifted to the federal and New South Wales branches of the Liberals.
Australian Electoral Commission registries indicate that the Australian Labor Party has received at least $186,000 from Top Education since 2010. Between 2014 and 2015, Top Education has donated $44,275 to the Liberal national and New South Wales branches. Unusually, the Top Education Institute itself did not disclose any of its donations to the ALP to the AEC. They were disclosed by the ALP.
Dr Zhu and Top Education have also built plenty of face-to-face connections with top Liberal politicians. He is well-known in the party rooms of Parliament. Simple internet searches can easily find photos ofTop Education’s supremo with Malcolm Turnbull, George Brandis and Julia Gillard.
There is also video footage and Facebook photos of Alex Hawke (now the Assistant Minister for Immigration and Border Security) speaking at the Top Education Institute on July 27 2015. Hawke was there on behalf of Tony Abbott and Christopher Pyne, then the education minister. He even read out a special message from the Prime Minister. Such favours have been frugally bestowed on Australian public universities, who were at that stage engaged in fractious negotiations with Pyne over the govenrment’s policy of university fee deregulation. 
Abbott and Pyne were already well-acquainted with the Top Education Institute. They met with the Institute’s senior management in September 2013, just a fortnight after the Abbott government was elected. On Top Education’s website, you can see a photo with Abbott prominently featured. He is pictured holding a brochure for the Institute’s new law school. The close relationship with the government has endured after Abbott’s demise as prime minister. On November 7 2015, Turnbull was photographed holding a course brochure at a dinner with Dr Zhu.
Yesterday, Attorney General George Brandis was keen to distinguish the payment of personal debt from political donations. “Indeed, many of us have met Mr Minshen Zhu and had dealings with the TopEducation Institute but it appears only Senator Sam Dastyari has accepted money from him in settlement of a personal debt,” he told the Senate. Ordinary voters may question this distinction.

Dr Zhu’s big donations at ALP functions

The ALP has been Top Education’s most favoured donation recipient, with at least $186,000 donated to state and federal branches of the Labor Party since 2010. New Matilda attempted to contact ALP Federal Secretary George Wright about the ALP donations but ALP head office said that he was away and not available for comment. New Matilda understands that multiple donations from Top Education Institute are classified as ‘other receipts’ because they were paid at functions and events, rather than as financial gifts without any benefit in return.
The practice throws a spotlight on the increasing popularity of these ‘other receipts” as a category for donations disclosures. As Crikey’s Bernard Keane argued yesterday, “‘Other receipt’ is especially useful because any payment of any kind other than a donation — such as a tax refund, bank interest or a legitimate asset sale — gets lumped into that category, further reducing the clarity of disclosure.”

A donations spree in a time of higher education deregulation

The policy context for Top Education’s donations spree is instructive. Under a policy begun by the Gillard government and continued under the Coalition governments of Tony Abbott and Malcolm Turnbull, tertiary education in Australia has been opened up to the private sector in unprecedented ways.
As a result of these reforms, private education providers such as vocational colleges and institutes are now able to access federal government funding via the FEE-HELP system. This system plays a crucial role in Australian higher education, enabling students to study for expensive tertiary qualifications without paying anything upfront, by taking a loan out through the federal government. Without access to FEE-HELP, private colleges would find it much more difficult to sign up large numbers of domestic students. 
Students at the Top Education Institute can access FEE-HELP.
As New Matilda has chronicled, the expansion of FEE-HELP to private colleges in the vocational sector has been a billion-dollar disaster for Australian education. Notorious swindlers like the Phoenix Instituteand former stock market high-flyers Vocation moved into the sector, vacuumed up hundreds of millions of dollars in government education loans, and then collapsed.
The Top Education Institute is not without its own scandals. In May this year it was reported that TEI was offering internships at prestigious accounting firm PricewaterhouseCoopers. For a cool $2,800, prospective interns could “work closely with PwC partners”, according to an advertisement on social network WeChat. In response, PwC and Top Education then scrambled to explain the advertisement as a misunderstanding; apparently the positions were in fact only a two week ‘development’ course fee.
The arrangement between Top Education and PwC got murkier. In June this year PwC Australia acquired a 15 per cent stake in TOP Education. PwC and Top openly spruiked its investment inTop Education as an opportunity to get involved in the lucrative export education trade.
According to this article on Top Education’s website:
TOP Education’s Chair of Council and former Vice-Chancellor of La Trobe University, Emeritus Professor Brian Stoddart, said that TOP was delighted to align with PwC.
“PwC recognises the value of investment in education export services and of the services already provided by TOP as a leading private innovator in the sector,” he said.
New Matilda is not suggesting Dr Zhu or Top Education have done anything improper. However the generous donations on the public record highlight the assiduous efforts Dr Zhu has made to court major party politicians. 
Examining Top Education’s lobbying efforts suggests that the real play here is probably not Chinese soft power or political influence. In fact, the real value of Top Education’s generosity may be about securing a foothold position in Australia’s increasingly-privatised higher education market. The advantages for a private college looking to cash in on a boom in overseas students looking to study at private universities are manifest.
END 

Sunday, May 26, 2019

IPIC-1MDB consent award: Illegality was evident in 2017; investigators should interrogate Mohd Puad Zakarshi

by Ganesh Sahathevan

REPOST of article first published in 2017.The conclusions are self-evident.





Friday, April 28, 2017


LCIA IPIC-1MDB consent award further complicated by revelation that IPIC is directly involved in a sham transaction,not disclosed to holders of its debt securities

by Ganesh Sahathevan



According to senior financial and legal executives, the main hurdle was fund units amounting to US$2.43 billion (S$3.4 billion) held by two 1MDB subsidiaries, Brazen Sky and 1MDB Global Investments, that were guaranteed by IPIC subsidiary Aabar Investments PJS. Aabar had disputed the guarantee.
To overcome the hurdle, 1MDB agreed to waive its right to claim from Aabar the US$2.43 billion guarantee. In return, Abu Dhabi arranged for an undisclosed entity domiciled in the Seychelles to buy the units from 1MDB at the guaranteed value, to be settled by deferred payments from this month to October 2022, said a senior financial executive familiar with the matter.

The transaction highlighted above implies that IPIC is  involved in a round robin transaction where it is in effect paying itself. Worse, the transaction will be booked at the guaranteed value , even after the guarantee is waived. This is clearly a sham transaction.
This new Straits Times revelation adds to the issues of illegality that taint the IPIC-1MDB settlement (see story below),and in fact shows IPIC itself to be directly involved in a new transaction in which the implication of money laundering is hard to avoid.
In addition , given IPIC's   reporting obligations to the London Stock Exchange and its own bondholders pursuant to its GMTN debt programme, the ST story shows IPIC to be guilty of concealing material information from the market.
The London Court Of International Arbitration (LCIA) is being asked to hand down a consent award that will encompass this and all the other transactions currently under investigation by the US Department Of Justice and the FBI, who  the Malaysian Government has made no secret they expect will be defeated by the LCIA consent award.
The likelihood that the consent award will be denied to illegality gets ever more likely.
END 


Thursday, April 27, 2017

Illegality may prevent London Arbitration Court from making a consent award in the IPIC-1MDB matter-Settlement may be denied


by Ganesh Sahathevan



Settlement weakens DOJ's case



IPIC informed the LSE on Monday:


International Petroleum Investment Company PJSC (IPIC), Aabar Investments PJS (Aabar), the Minister of Finance (Incorporated) Malaysia (MoF Inc.) and 1Malaysia Development Berhad (1MDB) are pleased to announce that an agreement has been reached between all parties that provides for a settlement in respect to the arbitration proceedings at the London Court of International Arbitration (the Settlement). The agreement is conditional on the Arbitration Tribunal making a consent award by 31 May 2017.


Meanwhile, a  senior figure in the Malaysian Government and ruling UMNO ,Puad Zarkashi, has said publicly that the settlement is intended to defeat a criminal investigation by the US Department of Justice ,and other national enforcement agencies into 1 MDB, the Malaysian Government and Najib Razak , the Prime Minister and Finance Minister: 

"This arbitration settlement has weakened the US DOJ civil suit and claims that 1MDB's funds were stolen," said Umno supreme council member Mohd Puad Zakarshi in a statement today.Mohd Puad is also the director-general of the Information Ministry's Special Affairs Division (Jasa).

While the rules governing arbitration courts are complex, it is hard to see that the London Court Of International  Arbitration  would want  to be a party to a  consent award where at least one party has made public that the award will be used as a means to defeat a a criminal investigation.To make matters worse, this is a matter that has been very widely publicized. worldwide and it would be impossible for anyone, including the arbitrators in this matter, to deny knowledge of what is intended.

END




Other references:

1MDB -IPIC settlement: 1MDB insists that IPIC will be paid out of "units" guaranteed by IPIC itself:-IPIC now implicated in money laundering



In July 2016 IPIC denied ever guaranteeing "fund units" which are central to its settlement with 1MDB:Units worthless without the guarantee