Hall of Shame

Financials

SOS Ltd (SOS US)

Year: 2021


SOS Ltd, formerly China Rapid Finance Ltd, is a holding company mainly engaged in consumer credit business and emergency rescue services business. The Company also operates insurance agency business through its subsidiary. The Company, through its subsidiaries, is engaged in providing a consumer lending marketplace for lenders and borrowers in China with predictive selection technology (PST), automated decisioning technology (ADT), and non-credit data analytic and risk-based pricing capabilities. The Company serves marketplace investors and borrowers both online and through a physical network of data verification centers. The Company offers consumption loans, lifestyle loans and micro-credit lending. The Company also provides corporate clients and individual members with emergency rescue through Internet and satellite communication. The three products are basic cloud system, co-operative cloud system and information cloud system.

China Risk Finance LLC started trading in the US in 2015 via a reverse merger. In August 2015, its name was changed to China Rapid Finance Limited. It listed on the on the New York Stock Exchange (NYSE) in April 2017 and raised US$69M in its IPO. 

July 20, 2020 The Company changed its name to SOS Ltd.

Further offerings between December 2020 and February 2021 raised US$225.05M; (Dec.2020: US$4.03M, Jan.2021: US$25.02M, Feb.2021: US$110.00M, Feb.2021: US$86.00M). 

February 26, 2021 Culper Research issued a short report, "SOS Ltd (SOS): Nothing to Save Here". In the report Culper said it found the Company’s claims regarding its supposed cryptocurrency mining purchases and acquisitions to be extremely problematic, if not fabricated entirely. It also noted that insiders and some large shareholders were selling off their shares. The main issues Culper had were:

  • SOS had entered into a letter of intent (“LOI”) to acquire FXK Technology Corporation (“FXK”), a Canadian cryptocurrency technology firm, Culper noted that:
    • FXK's only listed address was a “rent-an-office” space shared by at least 4 other entities. 
    • FXK’s website also appeared to be a sloppy rip-off of RHY, a well-known Chinese crypto operator. 
    • FXK’s source code contained numerous references to “sosbx”, or SOS’s insurance business, which suggested its very origin tied directly to the Company.
    • Finally, FXK shared a common ICP number with SOS, again suggesting common ownership.
  • SOS Ltd had entered into an agreement for the purchase of mining machines for US$20M with HY International Group New York Inc. (HY). However Culper's research found:
    • HY's address was a virtual address which was also used by SOS and its lawyers,
    • HY’s website is hosted on the same server and shares an IP address with FXK.
    • HY’s website claimed its CEO was “Claire Low”. Culper was unable to find any outside references to this name that confirmed this person’s existence. HY listed zero principal officers on its State of New York documents, effectively concealing its true provenance.
    • HY’s contact information displayed a sole Gmail address. Culper commented that a mining supplier with the capability to fill a US$20M order at a far faster rate than its peers would have its own company email address.
  • SOS claimed to have received 5,000 of its rigs ahead of schedule and just 14 days to bring them live. Culper found find this timeline highly improbable given extremely tight supply noting other Cryptocurrency companies recently reported order delays with times ranging from 67 to 156 days.
  • Reviewing photo's of the mining rigs published by SOS, Culper doubted they belonged to SOS and noted that the machines in the photos did not seem to be the machines it claimed it bought.
  • SOS’s most recent (unaudited) financials showed the Company generated US$74,000 in revenues and just US$610,000 in cash.
  • SOS had cycled through 3 auditors in the previous 2 years.

Culper concluded saying it thought the bedrock of SOS’s claims to be a burgeoning cryptocurrency operation was crumbling underneath the Company’s feet, and that SOS had incessantly raised capital to line its own pockets. It viewed SOS’s capital raises as predatory, which rewarded insiders at the expense of minority shareholders. To that end, both major shareholders and insiders had indicated intentions to sell.  Culper believed SOS insiders already knew what minority shareholders ought to know: the ship was sinking, and it was time to abandon ship.

February 26, 2021 On the same day, Hindenburg Research published a thread on Twitter on SOS Ltd. It said it was short on SOS, which it believed to be an obvious China-based shell game reanimating the corpse of a former China based company that earlier imploded 90% from its highs. The main points in its thread were:

  • Hindenburg said it discovered SOS principal office and headquarters did not appear to exist. It visited the address listed in the company’s SEC filings and found it was a hotel.
  • SOS's announcement of hiring a “Renowned Cryptocurrencies Security Expert” named Dr. Huazhong (Eric) Yan appeared to include fabrications related to Yan’s background. SOS claimed Yan was the founder of Shenzhen eSecureChain Technologies. Hindenburg found the eSecureChain website uses the exact same “/sosbox” theme that SOS’s website uses. Also the eSecureChain website was set up just two days prior to SOS announcing Yan joining the team.
  • SOS had entered into a non-binding LOI to purchase FXK, purported to be a Canadian crypto technology company. FXK looked to be an undisclosed related party shell. Its website uses photos that appear to have been stolen from a separate and legitimate Chinese crypto mining company called RHY.  Hindenburg could find no real office for FXK, no employees on LinkedIn, no glassdoor reviews, no customer reviews, no social media presence or news articles (other than press releases about the SOS announcement). Also no evidence that the site existed prior to February 17th, almost a month later than the purchase announcement.
  • In late January 2021, SOS announced a deal with HY International, a purported seller of crypto mining rigs. HY claimed to have a China office. Hindenburg visited and found the office did not exist.

March 1, 2021 SOS Ltd issued a press release denying the distorted, misleading, and unsubstantiated claims by short sellers and saying it was preparing a more detailed response,

March 8, 2021 SOS Ltd. issued another press release "SOS Responds to Frequently Asked Questions from its Shareholders" which addresses some of the issues raised.

March 12, 2021 Culper Research published a follow up "SOS Ltd (SOS): Further Evidence of Fraud via Undisclosed Related Party Transactions". It added the following additional points to confirm its opinion of SOS:

  • HY previously claimed Claire Low was its CEO, and has since changed the website to instead name Low as “Assistant to CEO”
  • HY's address in China did not have HY but another company Shenzhen Rongde Culture Media Group. This company's CEO, Executive Director, and legal representative was Wenbin Wu, who is an Independent Director for SOS. In sum, HY’s China address ties not to “the world’s largest mining machine matchmaker” as claimed by HY’s website, but to one of SOS’s own board members, suggesting the Company has engaged in undisclosed related party transactions.
  • Culper noted that as of the date of this report, HY’s Chinese website no longer boldly claimed that it is “the world’s largest mining machine matchmaker.” Instead, it now portrayed a local auction house.

In Culper's view, this suggested that apparent related party entity HY has served its purpose in perpetrating SOS’s fraud against U.S. investors. Culper continued to believe that SOS was lying to investors, and viewed the stock as worthless.


Culper Research: SOS-Ltd - Nothing to Save Here, 26 Feb 2021
Hindenburg: SOS Ltd - Twitter Thread – Short, 26 Feb 2021
Real Money: I Got the 'SOS', So Here's My Take on the Stock's Saga, 28 Feb 2021
SOS-Ltd: Responds to Frequently Asked Questions from its Shareholders, 9 Mar 2010
Culper Research: SOS-Ltd - Further Evidence of Fraud via Undisclosed Related Party Transactions, 12 Mar 2021
China Rapid Finance Ltd: Annual Report YE Dec. 2019
China Rapid Finance Ltd: Annual Report YE Dec. 2018
SEC: SOS-Ltd Filings 
Newswire: SOS-Ltd News


 

Auditors

Company From To
PwC 2015' 30-Sep-19
Haoxin 30-Sep-19 12-Oct-20
Audit Alliance 12-Oct-20 -

Advisors

(IPO - Initial Public Offering, ASO - Additional Share offerings)

Type Date Role Party
IPO 28-Apr-17 Auditor(s) PwC
IPO 28-Apr-17 Joint Lead Managers-Books Jefferies
IPO 28-Apr-17 Joint Lead Managers-Books Credit Suisse
IPO 28-Apr-17 Left Lead Morgan Stanley
IPO 28-Apr-17 Legal Adviser to the Issuer(s) Shearman & Sterling LLP
IPO 28-Apr-17 Legal Adviser to the Issuer(s) Haiwen & Partners
IPO 28-Apr-17 Legal Adviser(s) to the Manager(s) Cleary Gottlieb Steen & Hamilton
IPO 28-Apr-17 Legal Adviser(s) to the Manager(s) Fangda Law Partners
IPO 28-Apr-17 Registrar(s) Royal Bank of Canada
IPO 28-Apr-17 Transfer Agent(s) RBC Capital Markets

Directors

(CAC/MAC Chairman / Member Audit Committee - NC Nomination /Governance Comm. - CC Compensation/Remuneration Committee)

Type Name Role From To
Executive Steven Foo CFO 29-Mar-19 2-Apr-20
Executive Hao (Kevin) Chen CFO 7-Apr-20 10-Sep-20
Executive Yandai Wang Chairman, CEO 18-May-20 -
Executive Zhengyu (Zane) Wang Chairman, CEO, Founder 2005' -
Executive Quasi Yao Director of Strategy and Operations 29-Mar-19 -
Executive Russell Krauss Vice Chaiman, Co-CEO (Sep.2018) Sep.2018 -
Independent Zhou Ji’an Sep.2017 29-Apr-19
Independent Edward Yan CAC, MCC 12-Apr-19 -
Independent Wenbin Wu CAC, MCC, MNC 18-May-20 -
Independent Christopher Thorne CAC, MNC 2008' 5-Apr-19
Independent Ronggang (Jonathan) Zhang MAC, CCC, MNC 18-May-20 -
Independent Douglas L. Brown MAC, CCC, MNC, MCC 2007' -
Independent Andrew Mason MAC, MCC 2005' 1-Oct-18
Independent Joe Zhang MCC, CNC Jan.2016 28-Mar-19
Independent Russell Krauss MNC Oct.2016 Sep.2018
Senior Management Junqing (Kerry) Shen CFO 2013' 10-Dec-18
Senior Management Lan Xie CFO 10-Dec-18 29-Mar-19
Senior Management Po Wang Vice President Oct.2019 29-Jul-20
Senior Management Steven Li Sing Leung Vice President, CFO from Sep 2020 4-Aug-20 -

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