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No closure on Yaohan

The rise of Yaohan was a compelling tale of ambition and exuberance. Beginning in 1929 as a tiny greengrocer's in the hot-spring town of Atami outside Tokyo, the company blossomed into a retail empire of more than 400 stores in 15 countries as far apart as Brazil and China, selling everything from designer clothes to fast food and generating annual sales of 500 billion yen (about HK$31.7 billion).

Its flamboyant chairman Kazuo Wada - whose motto was 'without taking risks, there's no chance of making profits' - dreamed that his company would become the Sony of the retail industry. In particular, he sought to conquer the vast China market.

In 1992, Yaohan became the first multinational retailer to obtain an import licence in the mainland. Its famous Nextage store in Pudong ranked the second-largest in the world, after Macy's in New York, when it opened in December 1995.

By 1997, the year Yaohan imploded, the company had added 33 supermarkets in Shanghai and Wuxi to its portfolio. Such aggressive expansion amid a sluggish retail market in Asia proved its downfall.

Most people in Hong Kong will remember the colourful images of bargain-hunting crowds queueing for the liquidation sales, or the mad rush by frantic suppliers to claw back their goods. Nearly 3,000 people lost their jobs when the 10 Hong Kong department stores closed their doors in November 1997, with Yaohan facing liabilities of $2.3 billion.

Six years later, the month-long trial of one of the men accused of speeding up Yaohan's downfall barely attracted a spectator.

Kazuhiko Fujita was yesterday handed a two-year sentence suspended for three years for two charges of false accounting in connection with $600 million in bogus loans from Yaohan that made its way to mysterious British Virgin Island companies, never to be seen again.

Fujita, 49, was the financial controller and a director of Yaohan International Holdings (part of the Yaohan group and the parent company in Hong Kong that controlled its department store operations in the territory and on the mainland) but by his own admission, a small fish.

A former banker with the Bank of Tokyo and SG Warburg & Co, Fujita insisted his job was to liaise with banks, not keep an eye on the company accounts. He claimed he simply did as told by the more senior members of the company. Fujita apparently signed what he was asked to sign. He was a salary man, a 'servant' to the power brokers at the top; he did not even have a company car. The defence argued Fujita was the fall guy. He did not make a penny out of the fraud. 'I was responsible for bank relationships,' Fujita told the court. 'There were many occasions when I was asked by my seniors to place my signature on several documents,' he said, adding that he signed hundreds of documents in any given week. 'I was not authorised to make movement of bank accounts at all.'

The jury bought his story to a degree, acquitting him of the charge of conspiring to defraud the company. The fact remained, however, that there were bogus loans and although he may not have been part of a plot to strip Yaohan of $600 million, documents he signed helped cover it up.

Fujita's conviction closes the books on the Yaohan fraud, but offers little in the way of a conclusion. The money has not been traced, so there is no telling whose pockets it lined, or what it was used for. Police have not established who actually devised the scam. It has been recognised, however, that two other Yaohan executives had key roles.

Managing director of Yaohan in Hong Kong, Hiroaki Kawai (a son-in-law of the chairman, Mr Wada) was responsible for the day-to-day running of the company and was being groomed to take over the top slot at Yaohan. Mr Kawai and fellow executive Masakazu Saito were believed to have helped arrange the bogus loans, but although named by prosecutors as co-conspirators, neither stood trial.

Most executives from Yaohan beat a hasty retreat when the company went bust in November 1997. Mr Wada left beforehand, on October 19, while Mr Kawai departed Hong Kong on November 30. Fujita stayed put until August 1999. He was arrested three years later while in transit through Hong Kong to take up a job in London.

Because Japanese law prohibits the extradition of its nationals, Mr Saito and Mr Kawai will probably never stand trial in Hong Kong. Theirs was not the only marked absence in this trial. Potential witnesses have died of natural causes. Not one Japanese employee of Yaohan in Hong Kong was called to give evidence. Documents were missing. Memories were hazy. Nor did the trial establish that the top players at Yaohan were oblivious to what was going on. Perhaps the biggest question is the role played by Mr Wada.

The Yaohan founder was renowned for a lavish lifestyle: his home in Hong Kong was the legendary Skyhigh, a 20,000-square-foot house on Pollock's Path, at the highest point of The Peak, that he bought for $85 million in 1991 and sold in 1996 for $375 million. He enjoyed the company of Hong Kong's elite. He also had close ties to the Chinese Communist Party.

While Mr Wada set his sights on China, however, Yaohan Japan's chain of 57 stores began to falter. In December 1996, Mr Wada was forced to put expansion in China on hold. He announced plans to restructure Yaohan Japan (which was part of the Yaohan group and responsible for the stores in Japan only) as it struggled with competition sparked by deregulation of Japan's retail industry.

Profits continued to fall, debts mounted, and in September 1997, Yaohan Japan filed for court protection. With gross debts exceeding 161 billion yen (about HK$10.64 billion), it was the biggest retail failure in Japan since World War II. Confidence in Yaohan waned in Hong Kong, and in March 1997, the company posted a net loss of $103.71 million. On November 20, the Hong Kong company filed for liquidation.

Gabriel Tam, a partner at KPMG, recalls a meeting with a number of shareholders to attempt to rescue the company. A $600 million discrepancy had been discovered.

'One of the suggestions is that part of the money had gone back to Japan to help the parent company,' he recalls. 'The story we were told was that it was all part and parcel of the Taiwanese department store.' The bogus loans were supposedly for further expansion in Taiwan, where Yaohan had one department store.

A report on the loan revelations was faxed by non-executive director Francis Yuen, now deputy chairman of PCCW, to Yaohan's auditors, PricewaterhouseCoopers (PWC) around the same time. The fax was, however, one of the documents that vanished. Mr Yuen declined to be interviewed for this story. PWC also declined, saying the relevant partner was on a business trip.

The $600 million would have been a huge blow to a company trying to stay afloat and was unlikely to have escaped the attention of Mr Wada. As argued by defence counsel Graham Harris: 'The real decision-makers in this case were right at the top of the tree ... the evidence is that he was a hands-on chairman, he was the driver of the bus.

'Look at his [Mr Wada's] shareholding, his salary. He was getting a salary approaching $6 million a year on top of the other perks. Who was likely to benefit from any fraud if it's the case there was a fraud? Whose pocket was likely to be lined? Whose interests were likely to be protected?

'You might just like to ask yourself whether the person identified under those criteria is the man who made all the important decisions, the man right at the top, the man Kazuo Wada, whom the police are not even interested in interviewing any more. Ask the police 'what about Kazuo Wada?' The view expressed was 'nothing to do with this case, not interested in him'.'

Should the police ever go looking for Mr Wada, they will find him in a two-roomed flat in the southern city of Iizuka, in Fukuoka prefecture.

The 74-year-old has reinvented himself as a 'corporate doctor', and runs a management consultancy for failed businesses. Last year, he told reporters: 'My life suddenly went from heaven to hell and I only had my pension to live on.' His most recent book, Management from Zero by Learning from Failure, sold 20,000 copies in the first month of its publication.

The only reminder of Yaohan is a scattering of stores on the mainland that kept the name (the store in Macau has different owners). The liquidation is drawing to a close in Hong Kong - just three Yaohan stores in China remain to be sold off, including one in Shanghai. Ironically, these stores are flourishing and the brand name is very strong on the mainland.

It seems Mr Wada did get it right in China. 'The Pudong location was arguably one of the best,' Mr Tam says. Twenty years ago, there was nothing there. Now, Mr Tam says: 'It was the right step.'

Once sold, the stores will keep the Yaohan name - all that remains of Mr Wada's empire.

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