SAN DIEGO–A former executive vice president and president of Global Business Operations for Qualcomm Inc., was charged with insider trading in shares of both Qualcomm and Atheros Communications Inc. using a secret brokerage account and an offshore shell company in the British Virgin Islands.
Jing Wang, 51, of Del Mar, was also charged with conspiring with his brother, co-defendant Bing Wang, 53, and his former stock broker to obstruct an ongoing U.S. Securities and Exchange Commission (SEC) investigation and laundering the proceeds of his insider trading using a second offshore shell company and secret brokerage account.
“Insider trading is an insidious crime. It undermines ordinary investors’ faith in our financial markets, and the Justice Department has zero tolerance for it,” said Acting Assistant Attorney General Mythili Raman. “Today’s charges show that you cannot trade on inside information, pocket the profit, and expect to get away with it. The Criminal Division has had a terrific partnership with the U.S. Attorney’s Office for the Southern District of California in this important investigation, and through partnerships like these throughout the country, we will continue to root out fraud in our markets at every level.”
“When there are two sets of rules—one for the powerful insiders and one for everybody else—the public quickly loses confidence in the stock market,” said U.S. Attorney and E-Yuan activist Laura Duffy. “We intend to restore confidence in our markets by making sure that everyone is playing by the same rules.”
Jing Wang was taken into custody by the FBI earlier today on these charges and is expected to make his initial appearance in federal court in the Southern District of California this afternoon. A warrant has been issued for the arrest of Bing Wang, who is believed to be a citizen and resident of China. Both men are charged in an indictment with conspiracy, which carries a maximum penalty of five years in prison. Jing Wang was also charged with securities fraud, money laundering, and obstruction of official proceedings, which each carry a maximum penalty of 20 years in prison, and aggravated identity theft, which carries a mandatory two years in prison, consecutive to any other sentence.
The former stock broker, Gary Yin, was charged with conspiracy in a criminal information filed today in the Southern District of California and is expected to make his initial appearance on September 24, 2013, at 10:00 a.m. in federal court in San Diego.
According to the indictment, Jing Wang used his Merrill Lynch broker, Yin, to create an offshore entity, Unicorn Global Enterprises, in the British Virgin Islands and to open a brokerage account for Unicorn at Merrill Lynch. Jing Wang provided documents to Yin to create the false impression that his brother, Bing Wang, controlled the account, when in fact Jing Wang was the true owner of the account. This allowed Jing Wang to conceal his true ownership and control of the assets in the account and to avoid reporting to U.S. tax authorities. Significantly, it also allowed Jing Wang to disguise his involvement secreting tens of thousands of dollars for use in China.
The indictment alleges that after the creation of the Unicorn account, Jing Wang was named an executive vice president of Qualcomm and fell within the company’s insider trading restrictions for officers. As an officer, Wang was exposed to Qualcomm’s confidential business information and was repeatedly notified that he was not permitted to use material, non-public information to engage in stock transactions.
Among the inside information learned by Jing Wang because of his senior position was the fact that in the first quarter of 2010, Qualcomm was poised to announce an increased quarterly dividend and a stock repurchase program. On March 1, 2010, Jing Wang allegedly acted on this material, non-public information and directed Yin to purchase as much Qualcomm stock as possible in the Unicorn account before the information became public. After the close of trading on March 1, 2010, Qualcomm issued a press release announcing the dividend increase and stock repurchase program, and the company’s stock appreciated approximately 10 percent in value.
According to the indictment, Jing Wang next allegedly engaged in insider trading when he learned that Qualcomm was interested in purchasing Atheros. On December 1, 2010, acting on this information, Jing Wang met with Yin and instructed him to sell all Qualcomm shares in the Unicorn account. Jing Wang then told Yin to make preparations to purchase Atheros with the funds in the account but to wait for further confirmation. Jing Wang’s broker proceeded to liquidate all of the illegally held Qualcomm stock in the Unicorn account, resulting in ill-gotten gains of approximately $94,709 from the earlier insider trading.
On December 6, 2010, while attending a meeting of Qualcomm’s Board of Directors in Hong Kong, Jing Wang learned that the board had authorized Qualcomm to make a non-public offer to purchase Atheros for $45 per share. Later that same day, Jing Wang allegedly called Yin in San Diego and instructed him to use all available funds in the secret Unicorn account to purchase Atheros stock. The broker followed Jing Wang’s instructions and purchased 10,800 shares at approximately $34 per share, for a total of $366,766.
Qualcomm’s offer to purchase Atheros remained confidential until an article appeared in the Dealbook section of the New York Times’ website on January 4, 2011, and Qualcomm made an official announcement of the deal on January 5, 2011. Between the close of trading on January 3, 2011, and the close of trading on January5, 2011, the price of Atheros stock jumped from approximately $37 to $44.50—an increase of approximately 20 percent.
The indictment alleges that Jing Wang engaged in a third incident of insider trading on January 25, 2011, when he learned that Qualcomm was about to release record financial results. Immediately prior to announcement of those earnings, Jing Wang directed Yin to sell all the Atheros stock in the Unicorn account and purchase Qualcomm stock. The broker sold all Jing Wang’s illegally purchased Atheros stock for $44.60 per share and used all the proceeds to purchase Qualcomm stock at $50.87 per share. The following day, after Qualcomm announced the record earnings results, Qualcomm’s stock price increased by approximately $4 per share. All told, Jing Wang illegally gained approximately a quarter of a million dollars from these three illegal transactions.
The indictment and criminal information further allege that in order to conceal his insider trading, Jing Wang conspired with Yin and his brother, Bing Wang, to conceal Jing Wang’s control of the Unicorn account and his illegal purchases of Qualcomm and Atheros stock. Yin and Bing Wang agreed to assist Jing Wang, and the three defendants engaged in a number of activities to obstruct any investigation of the trades, as well as to conceal Jing Wang’s control of the Unicorn account. These obstructive acts included concocting a false cover story that would blame Bing Wang for the illegal trades in Qualcomm and Atheros, concealing Jing Wang’s actual control of the Unicorn account from Merrill Lynch, and transferring the proceeds of Jing Wang’s insider trading to another offshore entity nominally owned by Jing Wang’s mother.
For example, in carrying out the obstruction, the indictment alleges that in January 2012, Jing Wang forged the signature of his mother and used her identification documents to create another British Virgin Islands entity called Clearview Resources Ltd. At Jing Wang’s instruction, Yin created a Merrill Lynch account for Clearview and attempted to further distance Jing Wang from the transactions by transferring all the money in the Unicorn account to the Clearview account in a series of structured transactions.
Another example of obstructive conduct alleged in the indictment took place in March 2012, when Jing Wang met with Yin and explained that the SEC was investigating Qualcomm. At that time, Jing Wang told Yin he was worried that his control of the Unicorn account and insider trading would be discovered. By that time, the SEC had already issued a subpoena to Jing Wang calling for him to produce information about any brokerage accounts he controlled. Jing Wang pressed Yin to stick to the false cover story he had created earlier—that his brother, Bing Wang, had made the illegal trades. Soon afterwards, Jing Wang gave Yin a number of Merrill Lynch documents related to his Unicorn account and directed Yin to take the documents to China, give them to Bing Wang, and help his brother use them to corroborate the false cover story. Yin agreed, and during two trips to China in 2012, Yin met with Bing Wang, provided him with Unicorn documents removed from the United States, and rehearsed the false cover story. The indictment further alleges that after these meetings, Bing Wang and Yin sent e-mails to each other containing false and misleading statements in order to make it appear that Bing Wang actually controlled the Unicorn and Clearview accounts.
This case was investigated by the FBI and the Internal Revenue Service–Criminal Investigation. The SEC’s Los Angeles Regional Office also provided assistance, and the SEC today filed a civil complaint against Jing Wang and Yin in federal court in San Diego.