Frequently Asked Questions
Why Did I Receive The Notice Package?
You or someone in your family may have purchased or acquired Fuqi common stock between May 15, 2009 and March 27, 2011, and/or purchased or acquired Fuqi common stock pursuant to or traceable to the Secondary Offering on or about July 22, 2009.
The Notice was sent because you have a right to know about a proposed Settlement of a class action lawsuit, and about all of your options, before the Court decides whether to approve the Settlement. If the Court approves the Settlement and after any objections or appeals are resolved, the Claims Administrator appointed by the Court will make the payments to those persons who timely submit claims in the manner described below.
The package explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them.
The Court in charge of the case is the United States District Court for the Southern District of New York, and the case is known as Puerto Rico Government Judiciary Employees Retirement Sys., et al. v. Marcum, LLP, Case No. 15 Civ. 01938 (DAB). Puerto Rico Government Employees and Judiciary Retirement Systems Administration, Craig B. Laub, J.D. Pisut, and Sandra Redfern, who brought this action, are called Lead Plaintiffs, and the company they sued, Marcum (as alleged successor to Stonefield Josephson, Inc.) is called the Defendant. The Parties include Lead Plaintiffs and the Defendant.
What Is This Action About?
This Action alleges violations of the Federal Securities Laws (specifically, Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, and Section 11 of the Securities Act of 1933) against Defendant.
Fuqi was a publicly traded company based in China. Fuqi is a designer of high quality precious metal jewelry and deals in developing, promoting, and selling a broad range of products to the luxury goods market in China. During the Class Period, Fuqi common stock traded on the Nasdaq Stock Market under the ticker symbol “FUQI.”
The Plaintiffs allege that, during the Class Period, Fuqi’s stock price was artificially inflated as a result of untrue or materially misleading statements concerning the Company’s financial results. Plaintiffs further contend that Fuqi’s independent auditor, Stonefield Josephson, Inc. (the alleged predecessor of Defendant Marcum), made certain statements in connection with Fuqi’s financial results knowing them to be false or misleading, or recklessly disregarding their false or misleading nature, and that investors suffered injury as a result of the alleged inflation in Fuqi’s stock price.
Why Is This a Class Action?
Class actions are generally used in lawsuits that affect a large number of individuals; in effect, the class action operates to consolidate into a single action all of the claims of individuals allegedly harmed by the same conduct or course of conduct, thus alleviating the need for members of the class to file their own individual lawsuits to recover for the harm alleged. Once the class is certified, the Court is empowered to resolve all issues on behalf of members of the class, except for those members of the class, if any, who specifically choose to exclude themselves from the class.
All Class Period purchasers of Fuqi common stock are Class Members, except those persons who timely file a request for exclusion by December 18, 2017. All persons who do not timely exclude themselves from the Class will be bound by the proposed Settlement and its accompanying Release.
Why Is There a Settlement?
The Court did not decide in favor of Plaintiffs or Defendant. Instead, both sides agreed to a Settlement after conducting mediation. This permits them to avoid the cost and uncertainty of a trial, and permits eligible Class Members who submit valid claims to receive compensation. The Lead Plaintiffs and their attorneys believe the Settlement is best for all Class Members, and avoids the possibility of being unsuccessful at trial or during the course of the litigation. The Defendant has concluded that further defense of the Action would be protracted and expensive, and also has taken into account the uncertainty, risks and distractions inherent in any litigation, especially in a complex case such as the Action.
WHO IS IN THE SETTLEMENT?
To see if you will receive money from this Settlement, you first have to determine if you are a Class Member.
How Do I Know if I Am Part of the Settlement?
The Class includes all persons or entities who purchased or acquired shares of Fuqi common stock between May 15, 2009 and March 27, 2011, inclusive, and/or purchased or acquired Fuqi common stock pursuant to or traceable to the Secondary Offering on or about July 22, 2009.
What Are the Exceptions to Being Included?
You are not a Class Member if you are an agent, representative, predecessor, successor, subsidiary, affiliated entity, partner, limited liability partner or member, shareholder, director, officer of Defendant, or, at all relevant times, a member of the immediate families of the partners, limited liability partners or members, shareholders, directors, officers of Defendant, any entity in which any Defendant has or had a legal controlling interest, and the legal representatives, heirs, successors, or assigns of Defendant. Also excluded from the Class are the Fuqi Defendants, the officers and directors of Fuqi, at all relevant times, members of their immediate families, any entity in which any Fuqi Defendant has or had a legal controlling interest, and the legal representatives, heirs, successors, or assigns of any Fuqi Defendant.
I’m Still Not Sure if I Am Included.
If you are still not sure whether you are included, you can ask for free help. You can call the Claims Administrator at 1-877-351-0335 or Abraham, Fruchter & Twersky, LLP at 212-279-5050 for more information. Or you can fill out and return the claim form described below to see if you qualify. If you previously submitted a claim form in connection with the Fuqi Litigation, you do not need to submit another claim form.
THE SETTLEMENT BENEFITS — WHAT YOU GET
What Does the Settlement Provide?
The Settlement will result in a fund of $1.1 million in cash. The balance of this fund after payment of Court-approved attorneys’ fees and expenses, any awards to Lead Plaintiffs, and the costs of claims administration, including the costs of printing and mailing this Notice and the cost of publishing the newspaper notice, and taxes (the “Net Settlement Fund”) will be divided, pursuant to the Plan of Allocation described below, among all eligible Class Members who send in valid claim forms or who previously sent in a claim form in the Fuqi Litigation.
How Much Will My Payment Be?
Your share of the Net Settlement Fund will depend on the number of valid claim forms that Class Members send in, the number of Fuqi common shares you purchased or acquired during the relevant period, and the timing of your purchases and sales.
You can calculate your Recognized Claim in accordance with the formula shown below in the Plan of Allocation. After all Class Members have sent in their Proof of Claim and Release forms, the payment you receive will reflect your Recognized Claim in relation to the Recognized Claims of all persons submitting Claim Forms. The Recognized Claim is not the amount of the payment that you can expect, but is used to determine how the Net Settlement Fund is allocated among all persons submitting claims.
HOW YOU OBTAIN A PAYMENT — SUBMITTING A CLAIM FORM
If you do not want to be eligible to receive a payment from the Settlement and you do not want to release the Released Claims against the Released Defendant Parties, then you must take steps to remove yourself from the Settlement Class. This is called excluding yourself or “opting out.” Please note: if you bring your own claims, Defendants will have the right to seek their dismissal. Also, Defendants may terminate the Settlement if Settlement Class Members who purchased in excess of a certain amount of shares of Molina common stock seek exclusion from the Settlement Class.
How Will I Obtain a Payment?
To qualify for payment, you must be an eligible Class Member, send in a timely and valid Proof of Claim, and properly document your claim as requested in the Claim Form. A Proof of Claim is enclosed with the Notice. You may also get a Proof of Claim by clicking here. Read the instructions carefully, fill out the Proof of Claim, include all the documents the form requires, sign it, and mail it in postmarked no later than November 24, 2017 for delivery to the Claims Administrator at the address listed below.In re Fuqi Securities Litigation – Marcum LitigationClaims Administratorc/o Angeion Group1650 Arch Street, Suite 2210Philadelphia, PA 19103
However, if you previously submitted a timely Proof of Claim in connection with the Fuqi Litigation, you do not need to submit an additional Proof of Claim to participate in this Settlement and qualify for payment.
When Will I Receive My Payment?
The Court will hold a hearing on January 8, 2018, at 11:00 a.m., to decide whether to approve the Settlement. If the Court approves the Settlement, there may be appeals. It is always uncertain whether these appeals can be resolved, and resolving them can take time, perhaps more than a year. Even if no appeals are filed, it will take several months for the Claims Administrator to process all of the Proof of Claims and determine the ultimate distribution amounts. Each person or entity that sends in a claim form will be informed of the determination with respect to his, her, or its claim. Please be patient.
What Am I Giving Up to Receive a Payment?
As a Class Member, you will not be giving up any rights that you currently have by submitting a Proof of Claim to receive a payment. Unless you timely and validly exclude yourself from the Class by the December 18, 2017 deadline, you are a Class Member and will be bound by the Release of claims against the Defendant. That means that you cannot sue, continue to sue, or be part of any other lawsuit against the Defendant about the Released Claims in this case. It also means that all of the Court’s Orders will apply to you and legally bind you and you will release your claims in this case against the Defendant whether or not you submit a valid Proof of Claim. The terms of the Release are included in the claim form that is enclosed. If the Court approves the Settlement, a Judgment will be entered, dismissing the Released Claims with prejudice against Defendant as to all Class Members.
EXCLUDING YOURSELF FROM THE CLASS ACTION SETTLEMENT
If you do not want a payment from the class action Settlement, but you want to keep the right to sue or continue to sue the Defendants on your own for the Released Claims in the class action, then you must take steps to get out of the Class. This is called excluding yourself or is sometimes referred to as opting out of the Class.
How Do I Get Out of the Class?
To exclude yourself from the Class, you must send a letter by mail stating that you want to be “excluded from the Class in Puerto Rico Government Judiciary Employees Retirement Sys., et al. v. Marcum, LLP, Case No. 15 Civ. 01938 (DAB).” You must include your name, address, telephone number, your signature, and the number of shares of Fuqi common stock you purchased between May 15, 2009 and March 27, 2011, inclusive, and/or the number of shares you purchased or acquired pursuant to or traceable to the Secondary Offering on or about July 22, 2009, the number of shares sold during this time period, if any, and the dates and prices of such purchases and/or sales. A request for exclusion shall not be effective unless it provides all the information called for in this paragraph and is postmarked within the time stated below, or is otherwise accepted by the Court. You must mail your exclusion request postmarked no later than December 18, 2017 to:In re Fuqi Securities Litigation – Marcum LitigationEXCLUSION REQUESTClaims Administratorc/o Angeion Group1650 Arch Street, Suite 2210Philadelphia, PA 19103
You cannot exclude yourself on the phone or by e-mail. If you ask to be excluded, you are not eligible to receive any Settlement payment, and you cannot object to the class action Settlement. You will not be legally bound by anything that happens in the class action lawsuit.
If I Do Not Exclude Myself, Can I Sue the Defendant for the Same Thing Later?
No. Unless you timely and validly exclude yourself from the Class, you give up any right to sue the Defendant for the Released Claims in the class action Settlement. If you have a pending lawsuit against the Defendant, speak to your lawyer in that case immediately. Remember, the exclusion deadline is December 18, 2017.
If I Exclude Myself, Can I Receive Money from the Class Action Settlement?
No. If you exclude yourself, do not send in a Claim Form. But, you may be able to sue, continue to sue, or be part of a different lawsuit involving the Released Claims against the Defendant.
THE LAWYERS REPRESENTING YOU
Do I Have a Lawyer in This Case?
The Court appointed the law firm of Abraham, Fruchter & Twersky, LLP to represent you and other Class Members. These lawyers are called Lead Counsel for Plaintiffs. There are also Additional Counsel for Plaintiffs who have worked on the case. You will not be directly charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.
How Will the Lawyers Be Paid?
Lead Counsel will ask the Court for attorneys’ fees of one-third of the Settlement Fund and for expenses up to $100,000.00, which were advanced in connection with the Action. Such sums as may be approved by the Court will be paid from the Settlement Fund. Class Members are not personally liable for any such fees or expenses.
The attorneys’ fees and expenses requested will be the only payment to Plaintiffs’ Lead Counsel and Additional Counsel for their efforts in achieving this Settlement and for their risk in undertaking this representation on a wholly contingent basis. Lead Counsel for Plaintiffs and Additional Counsel have committed significant time and expenses in litigating this case for the benefit of the Class. To date, Lead Counsel and Additional Counsel have not been paid for their services in conducting this litigation on behalf of Lead Plaintiffs and the Class, nor for their expenses. The fee requested will compensate Lead Counsel and Additional Counsel for their work in achieving the Settlement Fund.
Lead Counsel shall file a formal motion with the District Court for approval of the Settlement, the Plan of Allocation, and the request for attorneys’ fees and reimbursement of expenses not later than 35 days prior to the Settlement Hearing. That motion will argue that Lead Counsel’s requested fees are well within the range of fees awarded to class counsel under similar circumstances in other cases of this type. The Court determines what counsel should receive from the Settlement Fund for fees and expenses, and may award less than this amount.
OBJECTING TO THE SETTLEMENT
You can tell the Court that you do not agree with the Settlement or some part of it.
How Do I Tell the Court that I Do Not Like the Settlement?
If you are a Class Member, you can object to the Settlement if you do not like any part of it, including the Plan of Allocation and the request for attorneys’ fees or expenses. To object, you must file a written objection, together with copies of all other papers and briefs supporting the objection, with the Clerk’s Office, as stated below, saying that you object to the Settlement in Puerto Rico Government Judiciary Employees Retirement Sys., et al. v. Marcum, LLP, Case No. 15 Civ. 01938 (DAB). Be sure to include your name, address, telephone number, your signature, documents sufficient to prove the number of shares of Fuqi common stock purchased and/or acquired between May 15, 2009 and March 27, 2011, inclusive, and/or the number of shares you purchased or acquired pursuant to or traceable to the Secondary Offering on or about July 22, 2009, the dates and prices of each such purchase and/or each sale, and the reasons for each objection, including the legal and evidentiary support you wish to bring to the Court’s attention. Any objection must be mailed or delivered such that it is received by each of the following no later than December 18, 2017:Court:
Clerk of the CourtUNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORKDaniel Patrick Moynihan U.S. Courthouse500 Pearl StreetNew York, NY10007-1312Lead Counsel Designee:
Mitchell M.Z. TwerskyLawrence D. LevitAbraham, Fruchter & Twersky, LLPOne Penn Plaza, Suite 2805New York, NY 10119212-279-5050Defendant’s Counsel Designee:
Stephen J. TullyGarrett & Tully, P.C.4615 E. Thousand Oaks Blvd., Suite 201Westlake Village , CA 91362805-446-4141
THE COURT’S SETTLEMENT HEARING
The Court will hold a hearing to decide whether to approve the Settlement. You may attend and you may ask to speak, but you do not have to do either.
When and Where Will the Court Decide Whether to Approve the Settlement?
The Court will hold a Settlement Hearing on January 8, 2018, at 11:00 a.m., at the Daniel Patrick Moynihan U.S. Courthouse, 500 Pearl Street, Courtroom 24B, New York, New York, 10007. At this hearing the Court will consider whether the Settlement is fair, reasonable and adequate. The Court may move the date or time of the Settlement Hearing to a later date and/or time without further written notice to you. If the date or time of the Settlement Hearing is changed, the new date and/or time will be posted on this website. If there are objections, the Court will consider them. The Court will also consider how much to pay to Lead Counsel and Additional Counsel for Plaintiffs and the Lead Plaintiffs, and whether the Plan of Allocation is fair, reasonable and adequate. The Court may decide these issues at the hearing or take them under consideration for a later decision. We do not know how long these decisions will take.
Do I Have to Come to the Hearing?
No. Lead Counsel will answer questions the Court may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary.
May I speak at the Hearing?
You may ask the Court for permission to speak at the Settlement Hearing. To do so, you must send a letter saying that it is your intention to appear in Puerto Rico Government Judiciary Employees Retirement Sys. et al. v. Marcum, LLP, Case No. 15 Civ. 01938 (DAB). Be sure to include your name, address, telephone number, your signature, and the number of shares of Fuqi common stock purchased or acquired, and sold, between May 15, 2009 and March 27, 2011, inclusive, and/or the number of shares you purchased or acquired pursuant to or traceable to the Secondary Offering on or about July 22, 2009. Your notice of intention to appear must be received no later than December 18, 2017, by the Clerk of the Court, Lead Counsel Designee and Defendant’s Counsel Designee, at the addresses listed above. If you intend to present evidence or witnesses, you must disclose that information and explain it in your letter. You cannot speak at the hearing if you exclude yourself from the Class.
IF YOU DO NOTHING
What Happens if I Do Nothing at All?
If you do nothing, all of your claims against the Defendant will be released, but you will not receive any money from this Settlement because it is necessary to submit a Proof of Claim to receive a distribution from the Settlement Fund unless you previously submitted a Proof of Claim in the Fuqi Litigation. You will still be bound by any judgment entered by the Court if you do nothing.
GETTING MORE INFORMATION
Are There More Details About the Settlement?
The Notice summarizes the proposed Settlement. More details are in the Stipulation of Settlement dated as of October 6, 2016. You can obtain a copy of the Stipulation of Settlement or more information about the Settlement by contacting Lead Counsel:Abraham, Fruchter & Twersky, LLPOne Penn Plaza, Suite 2805New York, NY 10119212-279-5050
or the Claims Administrator:Fuqi Securities Litigation – Marcum Litigationc/o Angeion Group1650 Arch Street, Suite 2210Philadelphia, PA 19103
You can also obtain a copy from the Clerk’s office during regular business hours:Clerk of the CourtUNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORKDaniel P. Moynihan U.S. Courthouse500 Pearl StreetNew York, New York 10007-1312
How Do I Get More Information?
All inquiries concerning the Notice should be directed to:Claims Administrator:
Fuqi Securities Litigation – Marcum Litigationc/o Angeion Group1650 Arch Street, Suite 2210Philadelphia, PA 19103
Abraham, Fruchter & Twersky, LLPOne Penn Plaza, Suite 2805New York, NY 10119