SEC v. Shaohua (Michael) Yin; Benjamin Bin Chow; Lizhao Su; Zhiqing Yin; Jun Qin; Yan Zhou, et al., No. 1:17-cv-00972-JPO, Southern District of New York (Aug. 30, 2024) — Complaint

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK
SECURITIES AND EXCHANGE
COMMISSION,
Plaintiff,

vs.
SHAOHUA (MICHAEL) YIN and
BENJAMIN BIN CHOW
Defendants, and

LIZHAO SU, ZHIQING YIN, JUN QIN,
YAN ZHOU, BEI XIE, and CHAOFENG JI,
Relief Defendants.

Case No.  1:17-cv-00972-JPO

SECOND AMENDED COMPLAINT

ECF CASE

SECOND AMENDED COMPLAINT
ii

TABLE OF CONTENTS
SUMMARY ...........................................................................................................................................1 
NATURE OF THE PROCEEDINGS AND REQUESTED RELIEF ...................................................4 
JURISDICTION AND VENUE ............................................................................................................5 
DEFENDANT........................................................................................................................................5 
RELIEF DEFENDANTS .......................................................................................................................7 
RELEVANT ENTITIES ......................................................................................................................13 
FACTUAL ALLEGATIONS ..............................................................................................................14 
A. Insider Trading in DreamWorks ..................................................................................14 
1. The DreamWorks’ Deal and Announcement ...................................................15 
2. The Price Movement of DreamWorks Stock on the News of the Deal ...........17 
3. The Confidential, Nonpublic Nature of the DreamWorks Discussions ...........18 
4. Insider Trading in DreamWorks ......................................................................21 
5. M. Yin and the relief defendants’ substantial profits from well-timed
insider trading ..................................................................................................27 
6. The Highly Suspicious Nature of the April 2016 DreamWorks Trading ........28 
7. PAG’s Simultaneous Involvement in the Lexmark Deal .................................31 
B. Insider Trading in Lattice.............................................................................................33 
1. The Lattice Deal and Announcement ..............................................................33 
2. The Price Movement of Lattice Stock on the News of the Deal .....................38 
3. The Confidential, Nonpublic Nature of the Lattice Discussions .....................39 
4. The Insider Trading in Lattice .........................................................................41 
5. M. Yin tells three third-parties to buy Lattice stockError! Bookmark not defined. 
6. M. Yin and the relief defendants’ substantial profits from well-timed
insider trading in Lattice ..................................................................................49 
7. The Highly Suspicious Nature of the Lattice Trading .....................................51 
C. M. Yin’s Control Over All of the DreamWorks and Lattice Trading .........................53 
D. M. Yin and the Interactive Brokers Accounts Engaged in Other Profitable, Well-

SECOND AMENDED COMPLAINT
iii

Timed Trading Prior to Merger and Acquisition News ...............................................56 
1. Giant Interactive...............................................................................................57 
2. 58.com. .............................................................................................................58 
3. CTrip... ............................................................................................................58 
4. Jinpan.. .............................................................................................................59 
E. Yin’s FBI Interview .....................................................................................................60 
F. Attempted Withdrawals of Over $35 million From the Interactive Brokers
Accounts ......................................................................................................................61 
1. Attempted withdrawals from Su’s account ......................................................61 
2. Attempted withdrawals from Z. Yin’s account ................................................61 
3. Attempted withdrawals from Qin’s account ....................................................62 
4. Attempted withdrawals from Zhou’s account..................................................63 
5. Attempted withdrawals from Xie’s account ....................................................63 
G. M. Yin’s Possession of, and Trading on, Material Nonpublic Information ................63 
FIRST CLAIM FOR RELIEF .............................................................................................................68 
SECOND CLAIM FOR RELIEF ........................................................................................................69 
PRAYER FOR RELIEF ......................................................................................................................70 

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Plaintiff Securities and Exchange Commission (“SEC”) alleges, for its Complaint against
defendants SHAOHUA YIN and BENJAMIN BIN CHOW and relief defendants LIZHAO SU,
ZHIQING YIN, JUN QIN, YAN ZHOU, BEI XIE, and CHAOFENG JI, as follows:
SUMMARY
1. This is an insider trading case.  Defendant Shaohua (Michael) Yin (“M. Yin”) was a
hedge fund manager with an arsenal of contacts in the Hong Kong and Beijing financial industry.
In 2016, he amassed huge positions in two U.S.-based issuers – DreamWorks Animation SKG, Inc.
(“DreamWorks”) and Lattice Semiconductor Corporation (“Lattice”).  He made these trades,
however, not in brokerage accounts held in his own name, but in five trading accounts nominally
held by a group of relief defendants living Beijing, including his septuagenarian mother and father.
M. Yin did so for the apparent purpose of evading regulatory scrutiny.  On paper, he had no
immediate connection to the remarkable – both in terms of size and leverage – trading engaged in
by those five accounts.  That surreptitious trading in the securities of DreamWorks and Lattice
proved profitable.
2. From April 4 to April 25, 2016, M. Yin meticulously assembled an enormous
position in the securities of DreamWorks, collectively buying nearly 2.15 million shares of the
company at an average price of $26.25 per share.  Although those accounts had never traded in
DreamWorks before April 4, over the next three weeks, purchases by these five individual trading
accounts – nominally owned by two elderly retirees, an electrical company employee, a teacher and
a natural resources manager – accounted for 16.9% of all market trading in DreamWorks.  M. Yin’s
timing was impeccable.  After the markets closed on April 26, 2016, rumors of DreamWorks’
potential acquisition by Comcast Corporation (“Comcast”) were publicly reported for the first time.
Two days later, on April 28, Comcast and DreamWorks jointly announced that Comcast would
acquire DreamWorks at a price of $41 per share.  The market’s reaction to this news was

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immediate:  from April 26 to April 28, 2016, DreamWorks’ share price rose 47.3%, from $27.12
per share to $39.95 per share.  In all, the five brokerage accounts realized more than $29 million in
profits from their trading in DreamWorks.
3. Not content with this eight-figure windfall, M. Yin then turned his attention to
Lattice.  Beginning in July, M. Yin once again compiled a large stake in a U.S.-based issuer over
the course of the next several months.  By November 2, 2016, the five nominee accounts held a total
of 7,042,714 shares of Lattice, acquired at an average price of $6.35 per share for a total cost of
$44,692,934.  These stock purchases by just five individual trading accounts constituted an outsized
share of all market trading in Lattice – all told, the five nominee accounts were responsible for 6.3%
of all market trading during the four months M. Yin was stockpiling his Lattice position, and on 7
different trading days, M. Yin’s trading constituted at least 25% of the daily trading volume.  As
with DreamWorks, M. Yin’s timing was auspicious.  On November 3, 2016, just one day after M.
Yin’s last round of Lattice stock purchases, the company announced that it was being acquired by
Canyon Bridge Capital Partners, Inc. (“Canyon Bridge”) at a price of $8.30 per share.  The market
immediately reacted to this new information by driving up the price of Lattice’s stock by over 18%,
from $6.37 per share to $7.55 per share.  The five accounts promptly started selling their position,
realizing gains of more than $6.4 million and retaining a number of shares with unrealized gains of
over $620,000, for a total profit of over $7.1 million.
4. The precision with which these trades were timed, combined with the sheer scale in
which they occurred, was not the product of chance.  M. Yin coordinated the five nominee
accounts’ massive trading in DreamWorks and Lattice securities while in possession of material,
nonpublic information concerning the companies’ business combinations.
5. While trading in DreamWorks, M. Yin was in communication with relief defendant

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Chaofeng Ji (“Ji”), an asset manager with ties to PAG Asia Capital (which had worked to acquire
DreamWorks in spring 2016, only to be out-bid by Comcast).  While trading in Lattice, M. Yin was
in steady communication with defendant Benjamin Bin Chow, Canyon Bridge’s chief negotiator in
its deal to acquire Lattice.  From July to November 2016, as Chow was engaged in his pursuit of
Lattice on Canyon Bridge’s behalf, he text-messaged, spoke by phone, and met in-person with Yin
on more than a dozen occasions.  Through those contacts, Chow conveyed confidential information
to M. Yin about Canyon Bridge’s negotiations with Lattice, including the timing of key steps in
finalizing the deal.  And even after the public announcement of Lattice’s merger agreement, Chow
continued to tip Yin material non-public information about the deal’s odds of securing regulatory
approval.  On information and belief, Chow did so with the expectation that M. Yin would trade on
that information, as evidenced by M. Yin’s consistent pattern of significant Lattice purchases in the
wake of his contacts with Chow and/or the occurrence of significant events in the Lattice – Canyon
Bridge deal chronology.
6. DreamWorks and Lattice were not the only block of suspicious trades by M. Yin and
the five nominee accounts.  Those same accounts also profitably traded in the securities of three
China-based public companies – 58.com Inc. (“58.com”), CTrip.com (“CTrip”), and Giant
Interactive Group Inc. (“Giant Interactive”) – in advance of market-moving announcements.
Returns from this additional trading constitute another $14 million in highly suspect trading profits.
Significantly, M. Yin’s trading profits were not the product of any discernable investing acumen.
Although the five accounts had traded in over 200 different securities from account opening through
the end of January 2017, their trading in DreamWorks, 58.com, CTrip, Giant Interactive, and
Lattice constituted 97% of the accounts’ overall profits, even though those trades comprised just
3.2% of the total dollar amounts invested.

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7. On February 3, 2017, just before he boarded a flight to China, the FBI executed a
search warrant on M. Yin at the San Jose International Airport.  M. Yin admitted to the FBI that he
controlled the five nominee accounts, and right before leaving the United States, he frankly asked
the FBI if his trading accounts would be frozen.  To no surprise then, from February 5 to 9, a flurry
of activity – a rash of serial withdrawal requests, stock sales, and communications to the brokerage
firm – ensued in connection with the five nominee accounts.  Altogether, M. Yin and/or the relief
defendants attempted to withdraw more than $35 million from the five nominee accounts and
transfer it to bank accounts in Hong Kong in the week between M. Yin’s February 3 FBI interview
and this Court’s imposition of an emergency asset freeze on February 10, 2017.
8. Information from M. Yin’s phone and other sources identified Chow as the
individual who tipped M. Yin about Lattice.  On October 30, 2017, the U.S. Attorney’s Office for
the Southern District of New York announced the indictment of Chow for 13 counts of securities
fraud and one count of conspiring to commit securities fraud arising from his alleged tipping of
material nonpublic information relating to the Lattice transaction.  On April 24, 2018, Chow was
found guilty on one count of conspiracy to commit securities fraud and seven counts of securities
fraud.
9. Because M. Yin’s $35 million in trading profits are a consequence of his insider
trading, tipped by Chow, Ji, and possibly others, the SEC brings this enforcement action to put a
stop to defendants’ illegal conduct.
NATURE OF THE PROCEEDINGS AND REQUESTED RELIEF
10. The SEC brings this action pursuant to the authority conferred upon it by Section
21(d) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78u(d)].
11. The SEC seeks a permanent injunction against defendants Shaohua (Michael) Yin
and Benjamin Bin Chow enjoining them from engaging in the transactions, acts, practices, and

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courses of business alleged in this Complaint, defendant M. Yin’s disgorgement of all ill-gotten
gains from the unlawful insider trading activity set forth in this Complaint, together with
prejudgment interest, and civil penalties against defendants M. Yin and Chow pursuant to Section
21A of the Exchange Act [15 U.S.C. § 78u-l].  The SEC also seeks disgorgement of all ill-gotten
gains from that illegal trading, along with prejudgment interest, from relief defendants Lizhao Su,
Zhiqing Yin, Jun Qin, Yan Zhou, Bei Xie, and Chaofeng Ji.  The SEC further seeks any other
equitable relief the Court may deem appropriate pursuant to Section 21(d)(5) of the Exchange Act
[15 U.S.C. § 78u(d)(5)].
JURISDICTION AND VENUE
12. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e), and 27
of the Exchange Act [15 U.S.C. § 78u(d), 78u(e), and 78aa].
13. Venue lies in this Court pursuant to Section 21(d), 21A, and 27 of the Exchange Act
[15 U.S.C. § 78u(d), 78u-1, and 78aa].  Certain of the acts, practices, transactions, and courses of
business alleged in this Complaint occurred within the Southern District of New York and
elsewhere, and were effected, directly or indirectly, by making use of means or instrumentalities of
transportation or communication in interstate commerce, or the mails, or the facilities of a national
securities exchange.  During the time of the conduct at issue, shares of DreamWorks and Lattice
stock were both traded on the NASDAQ Stock Exchange (“NASDAQ”), which is headquartered in
New York, New York.
DEFENDANT
14. Shaohua (Michael) Yin (“M. Yin”) is 45 years old and a citizen of China.  His
email address is [email protected].  He maintains residences in the Shunyi district of Beijing,
China and Palo Alto, California, and is primarily based in Beijing.  He was, until his resignation in
February 2017, a partner and managing director at Summitview Capital Management Limited

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(“Summitview”), which has its principal office in Hong Kong, China.  At Summitview, M. Yin
managed an investment fund called the Summitview China Fund.  He is also a partial owner of
Beijing Yuanshan Jingxing Investment Consultancy LLC, which provided investment consultancy
services (including research services) to Summitview.
15. M. Yin has an MBA in Finance from the Wharton School of Business at the
University of Pennsylvania.  M. Yin has worked in the financial industry for over 10 years, first
with UBS Securities Hong Kong Ltd., an investment bank, and then, for approximately four years,
with Warburg Pincus Asia LLC, a private equity firm, before becoming a partner at Summitview
Capital in 2011.
16. M. Yin is the sole owner of three accounts at Fidelity Brokerage Services LLC
(“Fidelity”) (with account numbers ending in XXX-XX9920, XXX-XX1290, and XXX-XX3404).
He is also the joint owner, with his wife Jing Wang, of a fourth Fidelity account (with an account
number ending in XXX-XX2962).
17. All of M. Yin’s accounts at Fidelity list his address as 663 Georgia Ave., Palo Alto,
California.  He has never traded in DreamWorks in any of his Fidelity accounts, however, as alleged
below, both of M. Yin’s parents (each of who is a relief defendant) traded profitably in
DreamWorks, realizing profits of over $25 million.
18. M. Yin has a bank account at HSBC Bank USA, N.A. (with an account number
ending in XXX-XXXX77-833).  He also has an account, with his wife Jing Wang, at Wells Fargo
(with an account number ending in XXXXXX4648).
19. Benjamin Bin Chow (“Chow”) is 45 years old and resides in Palo Alto, California
and Beijing, China.  Chow received a Ph.D. in Aeronautics from the California Institute of
Technology in 2001 and an MBA from the University of California, Los Angeles in 2003.  From

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2004-2007, Chow worked at Warburg Pincus in Hong Kong, the same place that M. Yin worked at
from 2007-2011.  Chow has described M. Yin as a former colleague from Warburg Pincus and as a
social acquaintance.  After leaving Warburg Pincus, Chow worked for another private equity firm
before joining a digital entertainment company based in China.  In February 2016, Chow began
working as a Managing Director at China Reform Fund Management Co. Ltd. (“China Reform
Fund”), a private equity fund sponsored by entities controlled by the Chinese government.  In
October 2016, Chow formed Canyon Bridge Partners, a U.S.-based private equity firm funded in
large part by entities associated with the Chinese government, and became the managing partner.
RELIEF DEFENDANTS
20. Lizhao Su (“Su”) is 79 years old and resides in Beijing, China.  Her email address is
[email protected].  Su is the mother of defendant M. Yin and is the wife of co-relief
defendant Zhiqing Yin.
21. On June 4, 2008, Su opened an account at E*Trade Financial Corporation
(“E*Trade”) (with an account number ending in XXXX-2058) through its Hong Kong office.  On
January 19, 2015, E*Trade notified Su that it was exercising its discretion to close her account.
22. At M. Yin’s direction and at least in part with money from M. Yin, on or about
October 3, 2013, Su opened a trading account at Interactive Brokers LLC (“Interactive Brokers”)
(with an account number ending in UXXX9828) that is still active.
23. As of October 19, 2015, she also had a margin securities trading account at BOCI
Securities, Ltd. (“BOCI”) (with an account number ending in XXXXXXX-2000).
24. Su has a bank account at HSBC Hong Kong (with an account number ending in
XXX-XXXXX5-833).
25. Su’s Interactive Brokers account purchased nearly 850,000 shares of DreamWorks
from April 4, 2016 through April 21, 2016, using margin to cover the cost of over $21.8 million.

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On April 28, 2016, her account began selling its DreamWorks positions, which were now worth
nearly $34 million, resulting in a net gain of approximately $12 million.
26. Su’s Interactive Brokers Account purchased 2,502,804 shares of Lattice stock from
September 13, 2016 through November 2, 2016 at a cost of over $16 million.  On November 3,
2016, over 1.46 million Lattice shares were sold out of the account resulting in a realized gain of
approximately $1.75 million.  In the days following the FBI interview on February 3, 2017, the
account sold over 700,000 more shares of Lattice, realizing further profits of more than $430,000.
The remaining shares were still held in the account as of May 26, 2017 and had an unrealized gain
of more than $204,000 based on the closing price of Lattice’s stock on that day.  Su’s account
therefore had a net gain on the Lattice trading of more than $2.3 million.
27. According to information provided to Interactive Brokers when she opened the
account, Su is retired but nonetheless has a net income of $100,000-$150,000.  Her trading in
DreamWorks and Lattice was also disproportionate to her stated net worth of $1,000,000-
$5,000,000.
28. A declaration sworn to by Su on February 27, 2017 nonetheless claims that her
monthly income is approximately $725, and, that other than her Interactive Brokers account, she has
total bank and brokerage assets of less than $47,000.
29. Zhiqing Yin (“Z. Yin”) is 80 years old and resides in Beijing, China.  He is the
father of defendant M. Yin and the husband of co-relief defendant Su.
30. At M. Yin’s direction and at least in part with money from M. Yin, Z. Yin opened an
account at Interactive Brokers (with an account number ending in UXXX9198) on May 28, 2015.
This account was initially funded by transfers from a bank account in the name of Z. Yin at HSBC
in Hong Kong (with an account number ending in XXX-XXXXX4-888).

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31. Z. Yin’s Interactive Brokers account purchased nearly 1 million shares of
DreamWorks from April 5, 2016, through April 25, 2016, using margin to cover the cost of over
$26.5 million.  On April 28, 2016, his account began selling its DreamWorks shares, which were
now worth almost $40 million, resulting in a net gain of more than $13.2 million.
32. Z. Yin’s Interactive Brokers Account purchased over 2.7 million shares of Lattice
stock from July 5, 2016 through November 2, 2016 at a cost of over $17 million.  On November 3,
2016, the Z. Yin Interactive Brokers Account sold over 1.2 million shares out of the account,
resulting in a realized gain of over $2 million.  Within days after the FBI interview, the Z. Yin
account started selling more shares, realizing additional gains of over $450,000.  The account still
held approximately 726,000 shares as of May 26, 2017 with an unrealized gain of approximately
$416,000 based on the closing price of Lattice’s stock on that day.  Thus, Z. Yin’s account had a
total gain from the Lattice trading of over $2.9 million.
33. According to information provided to Interactive Brokers when he opened the
account, Z. Yin is retired but nonetheless has a net income of $250,000-$500,000.  His trading in
DreamWorks and Lattice was also disproportionate to his stated net worth of $5,000,000,000-
$10,000,000.
34. A declaration sworn to by Z. Yin on February 27, 2017 nonetheless claims that his
monthly income is approximately $1,160, and, that other than his Interactive Brokers account, he
has total bank and brokerage assets of less than $130,000.
35. Jun Qin (“Qin”) is 47 years old and resides in Beijing, China.  He is a Quality
Department Manager at Legrand (Beijing) Electrical Co., Ltd., and is M. Yin’s cousin.
36. At M. Yin’s direction and at least in part with money from M. Yin, Qin opened an
account at Interactive Brokers on June 16, 2015 (with an account number ending in UXXX8920).

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This account was initially funded by transfers from a bank account in the name of Jun Qin at HSBC
in Hong Kong (with an account number ending in XXX-XXXXX9-833).
37. Approximately half of the money in the Qin account belongs to M. Yin.  M. Yin
traded with his own money through Qin’s account solely so that he could avoid reporting his trading
to his employer’s compliance department.
38. Qin’s Interactive Brokers account purchased over 201,000 shares of DreamWorks
from April 12, 2016 to April 19, 2016, using margin to cover the cost of over $5.2 million.  On
April 28, 2016, his account began selling its DreamWorks shares, which were now worth over $8
million, resulting in a net gain of nearly $2.8 million.
39. Qin’s Interactive Brokers Account purchased approximately 1.46 million shares of
Lattice stock from September 13, 2016 through November 2, 2016 at a cost of over $9.3 million.
On November 3, 2016, the Qin Interactive Brokers Account sold almost half of the shares out of the
account, resulting in a realized gain of over $800,000.  Shortly after the FBI interview, the
remaining 800,000 Lattice shares in the account were sold, resulting in an additional realized gain
an unrealized gain of over $560,000.  Combined, Qin’s total gain from the Lattice trading was over
$1.3 million.
40. According to information provided to Interactive Brokers when he opened the
account, Qin has a net income of $150,000-$250,000.  His trading in DreamWorks and Lattice was
also disproportionate to his stated net worth of $1,000,000-$5,000,000.
41. A declaration sworn to by Qin on February 27, 2017 nonetheless claims that his
monthly income is approximately $1,744, and, that other than his Interactive Brokers account, he
has total bank and brokerage assets of less than $1,725.
42. Yan Zhou (“Zhou”) is 35 years old and resides in Beijing, China.  She is a teacher at

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Beijing Menghuanxuanly International Education Advisory Co., Ltd., and also teaches piano to the
children of M. Yin.
43. At M. Yin’s direction, Zhou opened an Interactive Brokers account (with an account
number ending in UXXX1566) on January 18, 2015.  This account was initially funded by transfers
in February 2015 totaling $400,000 from an account in her name at HSBC in Hong Kong (with an
account number ending in XXX-XXXXXX-8880).
44. From April 11-14, 2016, Zhou’s Interactive Brokers account purchased 55,400
shares of DreamWorks at a cost of about $1.4 million.  On April 20, her account sold 15,400
DreamWorks shares for about $416,000.  The next day, her account purchased 10,000 DreamWorks
shares for about $271,500, resulting in her holding exactly 50,000 shares.  After the news broke, her
account sold all 50,000 shares on April 27, 2014, for about $1.7 million.  Her total profits from
DreamWorks trading were approximately $400,000.
45. Zhou’s Interactive Brokers Account purchased 210,000 shares of Lattice stock from
October 11, 2016 through October 21, 2016 at a cost of around $1.35 million.  On November 3,
2016, all of those shares were sold out of the account, resulting in a gain of over $230,000.
46. According to information provided to Interactive Brokers when she opened the
account, Zhou has a net income of $150,000-$250,000.  Her trading in DreamWorks and Lattice
was disproportionate to her stated net worth of $500,000-$1,000,000.
47. A declaration sworn to by Zhou on February 27, 2017 nonetheless claims that her
monthly income is approximately $334, in addition to cash payments from parents of piano
students, and, that other than her Interactive Brokers account, she has total bank and brokerage
assets of approximately $25,000.
48. Bei Xie (“Xie”) is 30 years old and resides in Beijing, China.  She is a section

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member at PetroChina Coalbed Methane Co., Ltd.  Xie is a cousin or other relative of relief
defendant Chaofeng Ji.
49. At M. Yin’s direction, and with money from relief defendant Chaofeng Ji, Xie
opened an Interactive Brokers account (with an account number ending in UXXX3862) on February
17, 2016.  This account was initially funded by transferring HDK$2,000,000 (Hong Kong dollars,
worth approximately $257,350) and $341,900 (in U.S. dollars) from an HSBC account in her name
(with an account number ending in XXX-XXXXX4-888).
50. Xie’s Interactive Brokers account purchased 80,549 shares of DreamWorks from
April 5, 2016 to April 14, 2016 at a cost of over $2 million.  On April 20, 2016, she sold 30,549
shares for $827,878, leaving her with exactly 50,000 shares of DreamWorks.  She held these until
after the news broke.  From April 27-29, 2016, Xie sold her remaining 50,000 shares for
approximately $1.9 million.  Her total profits from the DreamWorks trades were approximately
$600,000.
51. Xie’s Interactive Brokers Account purchased 125,000 shares of Lattice stock from
October 11, 2016 through October 19, 2016 at a cost of over $800,000.  On November 3, 2016, all
of those shares were sold out of the account, resulting in a gain of almost $150,000.
52. According to information provided to Interactive Brokers when she opened the
account, Xie has a net income of $250,000-$500,000.  Her trading in DreamWorks and Lattice was
disproportionate to her stated net worth of $1,000,000-$5,000,000.
53. A declaration sworn to by Xie on February 27, 2017 nonetheless claims that her
monthly income is approximately $1,163, and, that other than her Interactive Brokers account, she
has total bank and brokerage assets of less than $58.
54. Chaofeng Ji (“Ji”) is 38 years old and resides in Beijing, China.  He is a managing

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director in the asset management division of Legend Holdings, a China-based conglomerate.  He
previously worked at UBS Securities Hong Kong Limited with M. Yin, and M. Yin described him
to the FBI as a friend.  Ji is a relative of relief defendant Bei Xie and according to M. Yin, Xie’s
Interactive Brokers account is Ji’s “family account.”
RELEVANT ENTITIES
55. Comcast Corporation (“Comcast”) is a global media and technology company and
is a Pennsylvania corporation with its principal place of business in Philadelphia, Pennsylvania.
Securities in Comcast are publicly traded on NASDAQ under the ticker CMCSA.  NBCUniversal is
a division of Comcast with its headquarters in New York, NY.
56. DreamWorks Animation SKG, Inc. (“DreamWorks”) is an animation studio that
creates features films, television specials and series and live entertainment properties and was a
Delaware corporation with its principal place of business in Glendale, California.  Prior to August
22, 2016, when its acquisition by Comcast was completed, securities in DreamWorks were publicly
traded on NASDAQ under the ticker DWA.
57. PAG Asia Capital (“PAG”) is an Asia-focused private equity fund manager based
in Hong Kong and Shanghai, China.
58. Giant Interactive Group Inc. (“Giant Interactive”) is a China-based online game
developer and operator in China.  Securities (American depositary receipts) in Giant Interactive are
publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol GA.
59. 58.com Inc. (“58.com) is a China-based company that operates an online
marketplace.  Securities (American depositary receipts) in 58.com are publicly traded on the NYSE
under the ticker symbol WUBA.
60. Jinpan International Limited (“Jinpan”) is a China-based company that designs,
manufactures and sells electrical power control and distribution products.  Securities in Jinpan are

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publicly traded on NASDAQ under the ticker symbol JST.
61. CTrip.com International Ltd. (“CTrip”) is a China-based international travel
company.  Securities in CTrip are publicly traded on NASDAQ under the ticker symbol CTRP.
62. Lattice Semiconductor Corporation (“Lattice”) is a company that develops
semiconductor technologies that it monetizes through products, solutions and licenses.  Lattice is
organized under the laws of Delaware with its principal place of business in Portland, Oregon.
Securities in Lattice are publicly traded on NASDAQ under the ticker symbol LSCC.
63. Lexmark International Inc. (“Lexmark”) is a printing and software company with
its principal place of business in Lexington, Kentucky.  Prior to November 29, 2016, its securities
had been publicly traded on the New York Stock Exchange under the symbol LXK.
64. Legend Holdings Corp. (“Legend”) is a Chinese conglomerate that owns, among
other businesses, the Lenovo brand of personal computers and mobile phones and Legend Capital, a
venture capital firm.
65. Canyon Bridge Partners (“Canyon Bridge”) is a purportedly U.S.-based private-
equity fund that was formed in 2016 for the purpose of acquiring Lattice.  In November 2016,
Canyon Bridge represented that it had only one limited partner at the time – a wholly-owned
subsidiary of China Venture Capital Fund Corporation Limited.  According to news reports issued
following the announcement of the Lattice – Canyon Bridge transaction, Canyon Bridge may be
financed in part by Chinese state-owned investment funds.
FACTUAL ALLEGATIONS
A. Insider Trading in DreamWorks
66. The five Interactive Brokers accounts of relief defendants Su, Z. Yin, Qin, Zhou and
Xie purchased, in total, over $56 million of DreamWorks stock between April 4 and April 25, 2016,
when the company was engaged in confidential merger acquisitions with PAG and Comcast.  On

15

March 31, 2016, PAG made a confidential offer to acquire the company at $35 per share.  That offer
was discussed by DreamWorks’ board of directors on April 4.  On April 19, Comcast made a
confidential offer to acquire DreamWorks of its own.  And then on April 26, rumors of a merger
were published.  On every single trading day between that April 4th

board meeting to consider
PAG’s offer and the eve of that April 26th news leak, the relief defendants’ accounts, which had
never before traded in DreamWorks stock, purchased almost 2.15 million DreamWorks shares at an
average price of $26.25 per share.  In so doing, the relief defendants’ accounts collectively became
one of the ten largest shareholders of the company, based on holdings reported to the SEC by
institutional investors.  They then made over $29 million in profit when they ultimately sold their
large, accumulated stake in the film studio shortly after the company officially announced the deal
on April 28th.  M. Yin controlled and effectuated all of these account purchases, generating over
$25 million of profit for the accounts of his mother and father, Su and Z. Yin.
1. The DreamWorks’ Deal and Announcement
67. In early December 2015, PAG discussed with the Zhonghong Group the possibility
of exploring a deal involving DreamWorks.  These discussions were preliminary in nature and no
specific deal terms were discussed.
68. In early February 2016, PAG approached DreamWorks about a possible investment
deal.  After PAG executed a confidentiality agreement, the CEO and chairman of PAG met with the
CEO of DreamWorks on or about February 9, 2016.  Discussions and due diligence carried out
pursuant to the confidentiality terms regarding PAG acquiring DreamWorks continued throughout
February, March, and April 2016.
69. On February 28, 2016, PAG made an offer of $33 per share in cash to acquire
DreamWorks.
70. On March 8, 2016, PAG submitted a signed, non-binding letter of interest to

16

DreamWorks’ CFO and Board of Directors expressing interest in acquiring DreamWorks at $35 per
share.
71. On March 29, 2016, DreamWorks’s CFO sent PAG a confidential, non-binding term
sheet regarding the acquisition of DreamWorks by PAG.
72. On March 31, 2016, PAG sent a revised confidential, non-binding term sheet to
DreamWorks’ CFO regarding the acquisition of DreamWorks by PAG.
73. On April 4, 2016, the board of directors of DreamWorks met to consider the revised
term sheet for an acquisition by PAG.  Under the terms of that confidential term sheet, the
DreamWorks shares would be purchased at a price of $35 per share.  This proposed transaction
price represented about a 40% premium over the closing price on April 4 of $24.99 per share.
74. In a confidential meeting on April 4, 2016, the transaction committee of the board of
directors of DreamWorks, composed of the board’s independent directors, voted unanimously to
authorize continued discussions with PAG on the terms outlined in the term sheet, including the
purchase price of $35 per share.
75. Following this vote, the approved term sheet was sent to PAG and its legal advisors
later that day, April 4, 2016.  PAG and DreamWorks then began drafting a merger agreement and
continued with due diligence.
76. On April 11, 2016, after several days of confidential negotiations and due diligence
by PAG, DreamWorks’s outside counsel sent a draft of the definitive merger agreement for the
proposed deal to PAG.
77. On April 13, 2016, the CEO and chairman of the board of Comcast contacted the
CEO of DreamWorks to express interest in a possible acquisition of DreamWorks.
78. The next day, on April 14, 2016, Comcast commenced confidential negotiations to

17

acquire DreamWorks.  Meanwhile, DreamWorks continued to move forward with its confidential
negotiations with PAG.
79. On April 19, 2016, Comcast delivered a confidential proposal to DreamWorks
proposing that Comcast acquire DreamWorks at a price of $35 per share.
80. Meanwhile, on April 27, 2016, PAG contacted DreamWorks to reiterate its proposal
to acquire DreamWorks at $35 per share and sent confirmation of its ability to fund the deal.
81. After further confidential discussions between the two companies, Comcast
ultimately offered, in a confidential offer on April 27, 2016, to acquire DreamWorks at a price of
$41 per share, subject to certain conditions.
82. On April 28, 2016, the DreamWorks board convened and voted unanimously to
approve the merger agreement with Comcast.
83. The DreamWorks-Comcast agreement was announced the same day, April 28, 2016
at 6:00 a.m. PST.
2. The Price Movement of DreamWorks Stock on the News of the Deal
84. In April 2016, before news of the acquisition of DreamWorks became public, shares
of DreamWorks had traded in a range between $24.08 and $27.35 per share.  The share price closed
at $27.15 per share on April 26, 2016.
85. Late in the evening of April 26, 2016, after the markets had closed, various
publications reported rumors that Comcast was in discussions to acquire DreamWorks for over $3
billion.  Additional articles reporting similar rumors were published on April 27, 2016
86. After the market opened on April 27, 2016, the price of DreamWorks shares went
up, closing on April 27, 2016 at $32.20 per share, an increase of about 18.7%.
87. When the rumors were confirmed with DreamWorks’ official announcement of the
acquisition and its terms – issued before the markets opened on April 28, 2016 – the stock price rose

18

further, closing that day at $39.95, about a 24% increase over the prior day.  This also represented
an approximate 47.3% increase over the price the shares were trading at before the rumors of an
acquisition were reported on April 26th.
88.  The news further triggered a large increase in the volume of trading in
DreamWorks.  On April 26, 2016, 645,400 DreamWorks shares were traded.  On April 27, the
volume increased to 11,670,900, a 1,708.3% increase.  On April 28, the trading volume increased
further to 44,817,000 shares traded.  This was a 284.0% increase over the prior day, and a 6,844.0%
increase over the trading volume on April 26.
3. The Confidential, Nonpublic Nature of the DreamWorks Discussions
89. DreamWorks, PAG, and Comcast all made efforts to keep their discussions
confidential and non-public.
90. On February 7, 2016, at the outset of the confidential discussions between
DreamWorks and PAG, the two parties executed a confidentiality agreement covering their
discussions.
91. Similarly, as soon as Comcast began confidential negotiations with DreamWorks,
the two companies entered into a confidentiality agreement on April 15, 2016 covering their
discussions.
92. In addition to executing confidentiality agreements with both PAG and Comcast,
DreamWorks also has policies and procedures in place to maintain the confidentiality of non-public
information.
93. DreamWorks’ Code of Business Conduct and Ethics contains procedures that
DreamWorks used to insure the confidentiality of material, non-public information regarding its
discussions with PAG and Comcast prior to the public dissemination of that information.
94. Among other things, it requires all employees to maintain the confidentiality of any

19

confidential information entrusted to them by DreamWorks, except when authorized to disclose it
by DreamWorks’ legal department or required to disclose it by law.
95. Similarly, PAG took steps to protect the non-public information it obtained during
the negotiations.  It limited information about the deal to a small group of employees at the
company, and often used a code name, “Project Dragon,” to refer to the potential acquisition.
96. PAG only shared information about the potential DreamWorks deal with O’Melveny
& Myers LLP (its legal advisor), its financial due diligence advisor (Ernst & Young), and two
potential financing sources (Bank of America Merrill Lynch and Zhonghong Group).
97. Likewise, Comcast has a number of policies in place to protect the confidentiality of
material non-public information in its possession.
98. Among other things, Comcast has a Corporation Code of Conduct, which includes an
insider trading policy that directs personnel to maintain the confidentiality of non-public
information, whether about Comcast or third parties, they may learn of in the course of their work
for Comcast.  It also has a Fair Disclosure Policy, which prohibits any employees other than
authorized spokespersons from sharing material, non-public information with the financial
community, shareholders, and debt holders.
99. The advisors to the participants in these negotiations were equally bound to maintain
the confidentiality of the negotiations, both through the confidentiality agreements signed by the
key participants and by the advisors’ own internal policies.
100. For example, Centerview Partners LLC (“Centerview”) advised DreamWorks on
both the PAG offer and the Comcast offer starting February 29, 2016.
101. Centerview has a compliance manual that includes a detailed section on the
protection of confidential information.  Among other things, the compliance manual reminds

20

employees that they are in a fiduciary relationship with Centerview and are therefore obligated to
maintain in the strictest confidence all confidential information, such as information about a client’s
proposed merger or acquisition, and to use such information only as necessary in the ordinary
course of performing their duties as an employee of Centerview and in furtherance of Centerview’s
business.  It specifically prohibits employees from using confidential information for their own
purposes, such as trading, or disclosing it to anyone outside Centerview except as necessary in the
performance of their duties in furtherance of Centerview’s business.
102. Centerview has also adopted a number of practices to ensure the protection of
confidential information.  They instruct employees to store confidential information electronically
in network drives that are password protected, for example.  Paper documents are kept in locked
filing cabinets and shredded when no longer needed.  They also limit dissemination of confidential
information, even within the same department at Centerview, to those with a need to know.  They
instruct employees to take care to avoid inadvertent disclosures, prohibiting them from discussing
confidential information on mobile phones, public telephones or conversations in elevators, taxis,
planes, restaurants, or in other public spaces.
103. PJT Partners Inc. (“PJT Partners”) is an investment advisory firm that advised
Comcast on the DreamWorks acquisition.  PJT Partners first became aware of the deal on April 22,
2016.
104. PJT Partners has a number of policies and procedures to ensure the confidentiality of
material, non-public information it receives.  Among other things, PJT Partners (a) prohibits
employees from discussing confidential information in public places where there is a risk of being
overheard; (b) imposes requirements regarding the protection and treatment of confidential
materials taken outside its office; (c) restricts access to information and documents in its office

21

through use of locked filing cabinets, restrictions on access to areas where confidential information
is stored, and passwords on electronic documents and databases; (d) instructs employees to only
disclose confidential information to other employees with a “need to know”; and (e) places
securities about which PJT has confidential information on a restricted list, which prohibits
employees and related persons from trading in the stock without approval.
4. Insider Trading in DreamWorks
105. Starting April 4, 2016, when the DreamWorks board approved the confidential term
sheet with PAG, the five accounts at Interactive Brokers held by relief defendants Su, Z. Yin, Qin,
Zhou and Xie began accumulating shares of DreamWorks.
106. Before that time, those five accounts had never traded in DreamWorks.
107. All of the purchases were made before news regarding rumors of a potential Comcast
acquisition of DreamWorks was reported on April 26, 2016 and before DreamWorks issued its
official announcement of the Comcast deal on April 28, 2016.
108. By the time the news of the DreamWorks acquisition broke, their five accounts held
nearly 2.15 million shares of DreamWorks, which had been purchased for more than $56.3 million.
After the news broke, they began selling their DreamWorks shares, realizing profits of over $29
million.
109. Altogether, the five accounts purchased at least 2,145,986 shares of DreamWorks in
the span of three weeks, from Monday April 4, 2016, through Monday, April 25, 2016.  In total, the
accounts spent $56,331,378 to make these purchases.  The purchase prices ranged from $24.01 to
$27.71 per share, with a weighted average purchase price of $26.25 per share.  Those prices were
significantly below the $35 per share initial purchase price offered confidentially by PAG on April
4, 2016, and offered by Comcast on April 19, 2016.

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a. Su’s Interactive Brokers account
110. Su’s Interactive Brokers account purchased nearly 850,000 shares of DreamWorks
from April 4, 2016 through April 21, 2016, using margin to cover the cost of over $21.8 million.
Specifically:
(a) On April 4, 2016 – the very day the DreamWorks board approved further
discussions on the confidential term sheet with PAG with a purchase price of $35 per share – Su’s
Interactive Brokers began to accumulate a significant stake in DreamWorks.  On that Monday, her
account purchased 50,000 shares of DreamWorks stock at a price of $24.98 per share, for a total
cost of $1,249,169.
(b) Three days later, on Thursday, April 7, 2016, Su’s account purchased another
25,000 shares at $24.74 per share, for a total cost of $618,580.  The next day, Friday, April 8th, Su
purchased an additional 18,780 shares at $24.36 per share for a total cost of $457,431.  By the end
of that week, she had purchased a total of 93,780 shares of DreamWorks stock for a total cost of
$2,325,180.
(c) As alleged above, on Monday, April 11, 2016 of the following week,
DreamWorks circulated a draft, confidential definitive merger agreement for the deal with PAG.
Beginning on that day, and for every trading day that week except Friday, Su’s Interactive Brokers
account purchased over 615,000 shares of DreamWorks stock:  39,539 shares at $24.07 per share
for a total cost of $951,846 on April 11th;  178,256 shares at $24.88 per share for a total cost of
$4,435,253 on April 12th; 152,279 shares at $25.68 per share for a total cost of $3,911,248 on April
13th; and 245,102 shares at $26.54 per share for a total cost of $6,503,910 on April 14th.
(d) So, within eight trading days from the time PAG had made a nonpublic offer
to purchase DreamWorks at $35 per share, Su’s Interactive Brokers account had purchased a total
of 708,956 shares for a total cost of $18,127,437 and at a weighted average of $25.57 per share.

23

(e) Su’s account made two more large purchases the following week, purchasing
an additional 138,544 shares for a total cost of $3,755,136.  On Monday, April 18th, her account
purchased 88,544 shares at $27.16 per share for a total cost of $2,404,673.  Then, on Thursday,
April 21st, Su’s account made her final purchase of DreamWorks stock while the confidential $35
per share offer (from PAG and Comcast) was still nonpublic.  The account acquired 50,000 shares
at $27.01 per share for a total cost of $1,350,463.
111. All of these purchases by Su’s account of DreamWorks stock were made, in whole
or in part, on margin.
112. Upon information and belief, these were the first purchases that Su’s account had
made of DreamWorks stock.
b. Z. Yin’s Interactive Brokers account
113. Z. Yin’s Interactive Brokers account purchased nearly 1 million shares of
DreamWorks from April 5, 2016, through April 25, 2016, using margin to cover the cost of over
$26.5 million.  Specifically:
(a) On Tuesday, April 5, 2016, a day after DreamWorks’ board authorized
further discussions on PAG’s confidential $35 per-share offer, the Interactive Brokers account held
by Z. Yin purchased 75,000 shares of DreamWorks stock at $24.45 per share, for a total cost of
$1,833,676.
(b) The next day, Wednesday, April 6, Z. Yin’s account purchased 86,700 shares
of DreamWorks stock at a price of $25.19 per share and a total cost of $2,183,748.
(c) His account’s next purchase was the largest made in that account, and took
place on Friday, April 15 – the only day that his wife, co-defendant Su, did not purchase during that
week.  On that day, Z. Yin’s account purchased 249,948 shares for $6,662,630 at a price of $26.66
per share.

24

(d) The following week, when Comcast first made its own confidential $35 per-
share offer, Z. Yin’s Interactive Brokers account purchased every trading day, except on April 21st:
on Monday, April 18th, his account purchased 72,492 shares at $27.21 per share for a total cost of
$1,972,281; on Tuesday, April 19th – the day of the Comcast offer – the account made its largest
purchase of 264,805 shares for $7,213,086 at a price of $27.24 per share; on Wednesday, April
20th, Z. Yin’s account purchased 155,250 shares at $27.04 per share for a total cost of $4,197,512;
and on Friday, April 22nd, the account purchased 42,637 shares for $1,153,266 at a price of $27.05
per share.
(e) Z. Yin’s Interactive Brokers account made its final purchase of 50,000 shares
on Monday, April 25, 2016 (two days before news of the deal broke) for a total cost of $1,349,243
at a price of $26.98 per share.
114. All of these purchases of DreamWorks stock by Z. Yin’s account were made, in
whole or in part, on margin.
115. Upon information and belief, these were the first purchases of DreamWorks stock
that Z. Yin’s account had made.
c. Qin’s Interactive Brokers account
116. Qin’s Interactive Brokers account purchased over 200,000 shares of DreamWorks
from April 12 to April 19, 2016, using margin to cover the cost of over $5.2 million.  Specifically:
(a) Qin’s account first started accumulating DreamWorks stock on Tuesday,
April 12, 2016, when his account purchased 48,551 shares of DreamWorks stock for $1,206,281 at
a price of $24.85 per share.  The next day, Wednesday, April 13, his account purchased 23,103
shares at $25.69 per share for a total cost of $593,460.  Then, on Thursday, April 14, Qin’s account
purchased 90,000 shares of DreamWorks stock at $26.58 per share for a total cost of $2,391,978.
(b) The next week, on Tuesday, April 19, 2016, Qin’s Interactive Brokers

25

account made its last purchase of DreamWorks stock acquiring 40,000 shares for $1,095,782 at a
price of $27.39 per share.
117. All of the purchases of DreamWorks stock by Qin’s account were made, in whole or
in part, on margin.
118. Upon information and belief, these purchases of DreamWorks stock were the first
purchases of that company’s stock by Qin’s account.
d. Zhou’s Interactive Brokers account
119. Between April 11 and April 21, 2016, Zhou’s Interactive Brokers account purchased
a net of 50,000 shares of DreamWorks at a net cost of more than $1.3 million.  Specifically:
(a) During the week of Monday, April 11, 2016, seven days after a confidential
$35 per share offer was made to purchase DreamWorks, Zhou’s Interactive Brokers account made
four purchases of DreamWorks stock:  On April 11th, her account purchased 10,000 shares of
DreamWorks stock for $241,572 at a price of $24.16 per share; on April 12th, her account
purchased another 20,000 shares at $24.85 per share and a total cost of $496,997; on April 13th, the
account purchased 5,400 shares at $25.67 per share for a total cost of $138,600; and on April 14th,
her account purchased 20,000 shares at $26.32 per share for a total cost of $526,383.
(b) The next week, on Wednesday, April 20, 2016, Zhou’s account sold 15,400
DreamWorks shares for $415,807.  The very next day, Thursday, April 21, the Zhou account
purchased 10,000 shares of DreamWorks stock for a total cost of $271,493 at a price of $27.15 per
share.  This left her account with exactly 50,000 shares of DreamWorks stock.
120. All of the purchases of DreamWorks stock by Zhou’s account were made, in whole
or in part, on margin.
121. Upon information and belief, these purchases of DreamWorks stock were the first
purchases of that company’s stock by Zhou’s account.

26

e.  Xie’s Interactive Brokers account
122. During his FBI interview, M. Yin admitted that relief defendant Ji is the cousin of
relief defendant Xie, the nominal owner of the Xie Interactive Brokers trading account.  M. Yin and
Ji are friends and were once colleagues at an international investment bank.  According to M. Yin,
the Xie account is actually Ji’s “family account,” which Ji asked M. Yin to manage.  On
information and belief, both Ji and Xie have an ownership interest over the funds in the Xie
Interactive Brokers account.
123. Xie’s Interactive Brokers account purchased, net, 50,000 shares of DreamWorks
from April 5, 2016 to April 14, 2016 at a net cost of more than $1.29 million.  Specifically:
(a) Xie’s account’s first purchase of DreamWorks stock was on Tuesday, April
5, 2016, a day after the $35 per-share confidential offer was made.  On that day, the account
purchased 15,000 shares for $365,569 and at a price of $24.37 per share.
(b) Her account’s next purchase was a week later, on Tuesday, April 12, 2016,
when it purchased 25,549 shares at $24.92 per share for a total cost of $636,739.  Her account then
purchased another 20,000 shares on Wednesday, April 13, for $519,310 and at a price of $25.97 per
share, and 20,000 more shares on Thursday, April 14, for $526,399 and at a price of $26.32 per
share.
(c) On April 20, 2016, her account sold 30,549 shares for $827,878, leaving her
account with exactly 50,000 shares of DreamWorks stock.
124. All of the purchases of DreamWorks stock by Xie’s account were made, in whole or
in part, on margin.
125. Upon information and belief, these purchases of DreamWorks stock were the first
purchases of that company’s stock by Xie’s account.

27

5. M. Yin and the relief defendants’ substantial profits from well-timed insider
trading
126. By the close of trading on April 25, 2016, the five Interactive Brokers accounts of
Su, Z. Yin, Qin, Zhou and Xie held 2,145,986 shares of DreamWorks stock, which they had started
buying right after PAG offered to buy DreamWorks for $35 per share.  In total, they collectively
had spent $56,331,378 to purchase these shares for a weighted average purchase price of $26.25 per
share.
127. Starting on April 27, 2016 (when rumors of the DreamWorks acquisition by Comcast
were published) and April 28, 2016 (when the deal was officially announced), the defendants’
accounts began to sell their massive positions in DreamWorks.  By the time they were finished
selling their shares, the defendants’ five accounts had realized a net profit of $29,049,300.
128. Beginning on April 28, 2016, Su’s Interactive Brokers account sold its nearly
850,000 shares, resulting in a gain of $11,990,100.  Her account’s return on its DreamWorks trades
was 54.8% of the notional amount invested.
129. Beginning on April 28, 2016, Z. Yin’s Interactive Brokers account sold its 996,832
DreamWorks shares, resulting in a gain of $13,287,438.  His account’s return was 50.0% of the
notional amount invested.
130. Beginning on April 28, 2016, Qin’s Interactive Brokers account sold its 201,654
DreamWorks shares, resulting in a gain of $2,766,318.  His account’s return was 52.3% of the
notional amount invested.
131. Beginning on April 27, 2016, Zhou’s Interactive Brokers account sold its 50,000
DreamWorks shares, resulting in a gain of $399,867.  Zhou’s account’s return was 30.8% of the
notional amount invested.
132. Beginning on April 27, 2016, Xie’s Interactive Brokers account sold its 50,000

28

DreamWorks shares, resulting in a gain of $605,577.  Her account’s return was 46.7% of the
notional amount invested.
133. The five Interactive Brokers accounts’ net profit from the DreamWorks purchases in
April 2016 was at least $29,049,300.  This total profit, and the profits for each account, are
summarized in the following table:
Relief Defendant
Net Profits from
DreamWorks Trading
Lizhao Su $11,990,100
Zhiqing Yin $13,287,438
Jun Qin $2,766,318
Yan Zhou $399,867
Bei Xie $605,577
TOTAL
$29,049,300

6. The Highly Suspicious Nature of the April 2016 DreamWorks Trading
134. By the time the accounts of Su, Z. Yin, Qin, Zhou and Xie had amassed more than
the nearly 2.15 million shares of DreamWorks stock, their collective holdings represented 2.7% of
the outstanding common stock of the company.
135. Of the 142 institutional investors (having over $100 million in assets) who reported
owning DreamWorks stock as of December 31, 2015, only 8 firms reported owning a larger
position in DreamWorks than the approximate 2.15 million shares held by the relief defendants’
Interactive Brokers accounts.
136. The relief defendants’ five accounts had purchased DreamWorks stock on every
single trading day between April 4, 2016 (the day the $35 per-share confidential offer was made)
and April 25, 2016 (the day before rumors of a merger were made public).
137. The trading in DreamWorks stock by the relief defendants’ five Interactive Brokers

29

accounts from April 4 to April 25, 2016 represented 16.9% of all market trading in that stock during
that time.  In other words, about $1 of every $6 invested in DreamWorks stock during that period
came from accounts controlled by M. Yin and held in name by the relief defendants.
138. On a daily basis, trading by these five accounts amounted to a significant percentage
of the total volume of DreamWorks shares traded, on some days accounting for as much as 34.8%
of all trading volume in DreamWorks.
139. Su’s Interactive Brokers account was opened in October 2013, and the other
accounts – held by Z. Yin, Qin, Zhou and Xie – were opened in 2015 or 2016.  During the time
these accounts were held by the relief defendants, none of the accounts, on information and belief,
had ever traded in DreamWorks stock until the three-week period from April 5 to April 25, 2016.
140. All of the purchases of DreamWorks stock by the relief defendants’ accounts during
the April 4-25, 2016 period were made, in whole or in part, on margin.
141. All of the purchases of DreamWorks stock by the defendants’ accounts during this
period were made by M. Yin.
142. Also, these purchases cannot be explained by any publicly available news about
DreamWorks in April.  DreamWorks had filed its annual report (on Form 10K) on February 25,
2016.  No new earnings or quarterly reports were released until May 2016, after the relief
defendants’ trading in DreamWorks.  The only SEC filing by DreamWorks in March 2016 was a
report on Form 8-K providing additional details about the employment terms of its chief financial
officer, Fazal Merchant, who assumed the title of chief accounting officer on March 4, 2016.  On
April 6, 2016, it was announced that Verizon was acquiring a stake in Awesomeness TV, a
company acquired by DreamWorks in 2013 and in which DreamWorks retained a controlling
interest after Verizon’s purchase of a 25% stake.  On April 11, 2016, DreamWorks announced that

30

it would be holding a conference call on May 5, 2016 to announce its first quarter earnings.
143. None of these news events had an appreciable impact on the stock price.  From
March 1 through April 26, 2016, DreamWorks’ share price hovered between a high of $27.71 on
April 19, 2016 and a low of $23.78 on April 5, 2016.
144. The defendants’ five Interactive Brokers accounts traded on each of the 16 trading
days preceding the news leak.  On six of those days, the five accounts represented more than 20%
of the DreamWorks trading volume.  On all but two of those days they accounted for at least 5% of
the total volume of trades.
145. The following table shows each day the relief defendants’ five accounts purchased
DreamWorks shares, the total amount purchased across the five accounts, the total volume of
DreamWorks shares traded on that day, and the percentage of trading represented by just the five
accounts.
Date
Total Shares Purchased
by the Five Accounts
Total Market
Trading Volume
Percentage of
Trading Volume
April 4, 2016 50,000 534,400 9.4%
April 5, 2016 75,000 785,034 9.6%
April 6, 2016 86,700 1,064,065 8.1%
April 7, 2016 25,000 852,576 2.9%
April 8, 2016 18,780 424,967 4.4%
April 11, 2016 39,539 354,683 11.1%
April 12, 2016 251,407 913,259 27.5%
April 13, 2016 200,782 1036,115 19.4%
April 14, 2016 375,102 1076,412 34.8%

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Date
Total Shares Purchased
by the Five Accounts
Total Market
Trading Volume
Percentage of
Trading Volume
April 15, 2016 249,948 1,181,991 21.1%
April 18, 2016 161,036 892,849 18.0%
April 19, 2016 304,805 1,128,098 27.0%
April 20, 2016 155,250 702,193 22.1%
April 21, 2016 60,000 678,688 8.8%
April 22, 2016 42,637 496,119 8.6%
April 25, 2016 50,000 610,844 8.20%
TOTAL 2,145,986 12,732,307 16.9%

7. PAG’s Simultaneous Involvement in the Lexmark Deal
146. At the same time that PAG was pursuing an acquisition of DreamWorks, from
December 2015 through April 2016, it was simultaneously pursuing an acquisition of another U.S.
company, Lexmark, as part of a buyer’s consortium with Legend Capital and Apex Technology
(“Apex”).  Ji, M. Yin’s friend and a beneficial owner of the Xie account, was a managing director at
Legend, the parent company of Legend Capital, during that time period.
147. In early December 2015, at the same time that PAG was first exploring an
acquisition of DreamWorks, PAG was contacted by representatives of Apex regarding equity
financing for a potential business combination with Lexmark.  Legend Capital was also contacted
by Apex about a potential Lexmark deal in this time period.  Both PAG and Legend Capital signed
confidentiality agreements with Apex.
148. And so in February 2016, after it had approached DreamWorks about a possible
investment deal, PAG was also working on a potential acquisition of Lexmark in collaboration with

32

Apex and Legend Capital.
149. On or about February 17, 2016, an account under the name of Xie was opened at
Interactive Brokers.  On information and belief, Ji, a managing director at Legend, caused his
cousin, Xie, to open this account.
150. From February 23-29, 2016, $2 million Hong Kong dollars and $341,900 US dollars
were wired into Xie’s Interactive Brokers account.  On information and belief, at least a portion of
this money came from Ji.
151. On March 3, 2016, PAG, Legend Capital, and Apex entered into a binding
consortium term sheet pursuant to which the parties agreed to bid for Lexmark together.
152. On March 10, 2016, PAG, Legend Capital, and Apex jointly submitted a final
binding offer to acquire Lexmark.
153. On April 5, 2016, a representative of the PAG/Legend Capital/Apex consortium
communicated to Lexmark’s senior management a revised offer price of $40 per share.  Starting this
same day, representatives of the consortium and their advisors met with representatives of Lexmark
and its advisors in New York.  The day before, on April 4, 2016, PAG had also learned that the
board of directors of DreamWorks had voted unanimously to continue negotiations with PAG on
the basis of the term sheet PAG had sent in March.
154. From April 5-19, the parties to the Lexmark deal, including PAG and Legend
Capital, continued to negotiate and prepare for a closing of the deal.
155. On April 19, 2016, the merger agreement whereby the buyer consortium including
PAG and Legend Capital acquired Lexmark was signed and a press release was issued.
156. Given these concurrent events, on information and belief, Ji is one potential source
of the material nonpublic information about the DreamWorks acquisition that M. Yin possessed

33

when he executed the trades described above.
B. Insider Trading in Lattice
157. The five Interactive Brokers accounts of relief defendants Su, Z. Yin, Qin, Zhou and
Xie all purchased, in total, 7,042,714 shares of Lattice stock between July 5 and November 2, 2016
– when the company was engaged in confidential merger acquisitions to be acquired by Canyon
Bridge – at an average price of $6.35 per share, for a total cost of $44,692,934.  On November 3,
2016, Lattice and Canyon Bridge announced that they had reached an agreement in which Canyon
Bridge would acquire all outstanding shares of Lattice for $8.30 per share (a premium of about
30%).
1. The Lattice Deal and Announcement
158. Prior to April 8, 2016, China Reform Fund retained Lazard Freres & Co. LLC
(“Lazard”) to advise it on a potential transaction involving Lattice.
159. Defendant Chow was a managing partner at China Reform Fund at the time.  He has
described M. Yin as a social acquaintance and former colleague at Warburg Pincus in Hong Kong.
160. Chow was aware of nonpublic information about the potential transaction between
China Reform Fund and Lattice starting at least by April 2016.
161. On April 8, 2016, Lazard contacted Morgan Stanley, Lattice’s financial advisor, to
inform them that China Reform Fund would be interested in acquiring Lattice.
162. On April 27, 2016, Lattice and China Reform Fund entered into a nondisclosure
agreement that imposed a 12-month standstill on China Reform Fund’s ability to acquire any
Lattice common stock.
163. On May 5, 2016, the CEO of Lattice met with Chow, who was a representative of
China Reform Fund, to discuss a possible strategic transaction.
164. After further discussions, on May 20, 2016, Lazard advised Morgan Stanley that

34

China Reform Fund would be preparing a non-binding indication of interest to acquire Lattice.
165. Also on May 20, 2016, members of Lattice’s senior management and its counsel had
a meeting with representatives of the Committee on Foreign Investment in the United States
(“CFIUS”) in Washington, DC.  Lattice and China Reform Fund both were aware that any
acquisition of Lattice by a China-based buyer may require approval from CFIUS.
166. On July 5, 2016, Chow and M. Yin exchanged text messages through the mobile
phone-based WeChat application, making arrangements to meet at a coffee shop in the China World
Trade Center located in Beijing, China.  Chow also placed a call to M. Yin’s cell phone.  Later that
same day, M. Yin purchased over 248,000 shares of Lattice costing over $1.3 million through his
father’s account.
167. Just two days later, on July 7, 2016, China Reform Fund submitted its first non-
binding indication of interest to acquire Lattice at $8.00 per share in a cash transaction.  That
proposed price represented a 50% premium over Lattice’s closing price on the previous day.
168. On July 12, 2016, Chow and M. Yin again exchanged text messages. In those
messages, M. Yin offered advice and assistance to Chow in connection with the Lattice deal, and
M. Yin and Chow discussed matters relating to a potential U.S.-based transaction.  Chow spoke of
coming to the U.S. for three weeks at the same time that due diligence for Lattice was taking place.
Also, M. Yin referenced “FPGA reports” that he had sent to Chow by email.  FPGA is a type of
integrated circuit marketed by Lattice.  M. Yin also asked if Chow had legal counsel for “CFIUS”
issues relating to the deal.  CFIUS had been on ongoing subject of discussion between Lattice and
China Reform Fund.  M. Yin offered to help Chow find deal counsel, and Chow replied that he had
already retained Jones Day, which was acting as counsel to China Reform Fund and later
represented Canyon Bridge on the Lattice transaction.  Finally, Chow and Yin agreed to meet in

35

person the following day.
169. In addition to these messages, Chow and M. Yin also spoke on the phone for at least
five minutes on July 12, 2016.
170. On July 12, 2016, starting at approximately 9:55 pm in Beijing, M. Yin began
buying 53,500 Lattice shares through the Z. Yin Interactive Brokers account.
171. On July 13, 2016, M. Yin and Chow met in person at approximately 11:00 am in
Beijing.  Later that afternoon, M. Yin texted a friend asking about Lattice.
172. On July 13, 2016 starting at approximately 9:36pm Beijing time, M. Yin began
buying 116,387 shares of Lattice through the Z. Yin Interactive Brokers account.
173. From July 13 to July 22, 2016, the Z. Yin Interactive Brokers account purchased a
total of 280,283 shares of Lattice at a cost of more than $1.67 million.
174. On July 28, 2016, China Reform Fund submitted a revised non-binding indication of
interest to Lattice, increasing its proposed acquisition price to $8.75 to $9.00 per share in an all cash
transaction.
175.   From July 29 to August 1, 2016, the Z. Yin account continued to acquire Lattice,
buying another 150,000 shares at a cost of more than $915,000.
176. After receiving board authorization, Lattice’s management entered into an
exclusivity agreement with China Reform Fund on August 8, 2016.  The agreed-to exclusivity
period covered August 8 through August 21, 2016.
177. On August 10, 2016, Chow sent a text message to M. Yin stating that he was “in the
middle of a deal” and therefore could not leave the West Coast of the United States, which is where
Lattice is headquartered.
178. On August 10, 2016, hours after the texts were exchanged, Z. Yin’s Interactive

36

Broker account bought another 120,000 shares at a cost of approximately $705,000.
179. On August 17, 2016, Lattice informed China Reform Fund that it had received an
unsolicited expression of interest from a third-party, but had declined to meet given the exclusivity
agreement (set to expire on August 21st).  The Canyon Bridge Insider and M. Yin spoke by phone
that day, and also exchanged text messages making plans to meet the same day.  Later that day, the
Z. Yin Interactive Brokers account increased its position in Lattice by an additional 35,800 shares at
a cost of about $212,000.
180. Four days later, on August 21, 2016, China Reform Fund revised its non-binding
indication of interest to $8.30 per share, contingent on Lattice extending its exclusivity period to
September 12, 2016.
181. On August 22, 2016, Chow met with Lattice and advised them that he was
considering leaving China Reform Fund to form a new private equity fund that was interested in
acquiring Lattice in place of China Reform Fund.  That new fund would become Canyon Bridge.
182. In addition, Chow spoke to Yin in August 2016 about the formation of the entity that
would become the primary investor in Canyon Bridge (China Venture Capital Fund Corporation
Limited) and he also asked Yin to recommend possible limited partners for the fund.
183. On September 2, 2016, Morgan Stanley reported to Lattice’s board that it had
communicated to Lazard that Lattice would not consider entering into an exclusivity agreement
with Chow’s new fund prior to him providing additional clarity on Canyon Bridge’s structure and
financing.
184. Chow and Yin placed four phone calls to one another on September 2, 2016.
185. On September 9, 2016, Lattice and Canyon Bridge entered into a nondisclosure
agreement on the same terms as were agreed with China Reform Fund.  That same day, the Z. Yin

37

Interactive Brokers account purchased another 44,554 shares of Lattice at a cost of approximately
$267,000.
186. On September 10, 2016, Canyon Bridge submitted a non-binding indication of
interest at $8.30 per share in an all-cash transaction, contingent on Lattice agreeing to an exclusivity
agreement.
187. On September 13, 2016, Lattice and Canyon Bridge entered into an exclusivity
agreement through October 4, 2016.  Lattice’s outside counsel, Jones Day, also delivered an initial
draft of the merger agreement to Canyon Bridge.  That same day, Chow and M. Yin exchanged text
messages agreeing to meet that day at the China World Trade Center in Beijing, China.  Later on
the September 13, M. Yin purchased approximately 116,387 shares of Lattice.  The following day,
M. Yin purchased another 260,501 shares of Lattice.  And the day after that, September 15, 2016,
M. Yin purchased an additional 536,310 shares of Lattice.
188. On September 16, 2016, Yin sent a text message to another individual stating that a
“friend” had told him the Lattice merger was moving forward.  That same day, Yin purchased
another 208,300 shares of Lattice.
189. On September 21, 2016, Yin left a voice message with Chow regarding concerns
about whether CFIUS would approve the Lattice transaction.  Chow responded by voice message
the same day, saying that “we should be able to sign the contract soon.  Yeah.”  Beginning the
following day, through October 12, 2016, M. Yin purchased a total of 2,206,760 shares of Lattice.
190. On October 17, 2016, Chow and M. Yin arranged via text message to meet at the
China World Trade Center in Beijing.  Following this meeting, M. Yin advised two other people by
text message to purchase shares of Lattice.
191. M. Yin wrote to one person, instructing him as follows:

38

Is the ratio of your actual investment in your actual investment funds high
currently? If not, you can purchase 5% to 10% of LSCC shares (around $6).
(This is not urgent. You can purchase these shares in three to five days.)
192. Also on October 17, 2016, M. Yin texted with a different person in the following
exchange:
M. Yin:  Is the ratio of your actual overseas stock investment in your actual
investment funds high right now?

Person C:  2/3.  Is that a bit risky?

M. Yin:  It is ok. It depends on what stocks you have. Why don’t you
purchase 25,000 LSCC shares (you can change the stocks you have or use the
remaining 1/3 funds. Either way will work)? The value of the position will be
$150,000, and I will take this risk for you.

193. This person immediately purchased 10,000 shares of Lattice after texting with M.
Yin.
194. From the day of this meeting, October 17, 2016, through October 24, 2016, M. Yin
purchased 1,931,102 shares of Lattice.
195. The Lattice-Canyon Bridge merger agreement was finalized on November 1, 2016.
That same day, M. Yin purchased a total of 427,949 shares of Lattice.
196. Lattice’s board met the following day, and voted to approve the transaction.  That
same day, November 2, 2016, M. Yin purchased 476,500 shares of Lattice.
197. On November 3, 2016, prior to the opening of the market, Lattice and Canyon
Bridge executed their merger agreement and publicly announced the anticipated transaction.  Chow
signed the agreement on behalf of Canyon Bridge.
2. The Price Movement of Lattice Stock on the News of the Deal
198. Prior to the news of the acquisition of Lattice on November 3, 2016, shares of Lattice
had been trading in a range between $5.32 and $6.56 per share since the beginning of July.  The
share price closed at $6.37 per share on November 2, 2016.

39

199. Following the November 3, 2016 announcement that Lattice and Canyon Bridge had
reached an agreement in which Canyon Bridge would acquire all outstanding shares of Lattice for
$8.30 per share (a premium of about 30%), Lattice’s stock price closed at $7.55, up $1.18 or 18.5%
from its prior close of $6.37.
200. The number of shares traded after the news was released also shot up dramatically.
In the four months leading up to the announcement, trading in Lattice always remained below 5
million shares per day, and often was under 1 million.  On November 2, trading was 1,820,778
shares.  On November 3, 2016, 33,890,700 Lattice shares were traded.  This was a 1,761.3%
increase over the prior day’s volume.
3. The Confidential, Nonpublic Nature of the Lattice Discussions
201. Lattice, China Reform Fund, and Canyon Bridge all made efforts to keep their
discussions confidential and non-public prior to the announcement of the deal on November 3,
2016.
202. Lattice had an insider trading policy in place during the time it was negotiating the
acquisition with China Reform Fund and Canyon Bridge.  The policy prohibits the unauthorized use
or disclosure of nonpublic information about the company.  It specifies that when an employee in
the course of their employment acquires nonpublic information about Lattice or other companies it
is working with, the employee may only use that information for legitimate company business
purposes.  The policy further requires personnel to use all reasonable efforts to safeguard any
nonpublic information in their possession.
203. In addition, Lattice’s insider trading policy requires all Directors and Officers to pre-
clear any trading in Lattice stock with the Company’s General Counsel. To enforce this
requirement, Lattice maintains a block on the ETrade accounts of company personnel which is
removed only with the issuance of a pre-clearance.  Lattice also imposes a blackout on all trading

40

by Directors and employees beginning at the end of the second month of a fiscal quarter and
continuing until two business days following the release of that quarter’s financial results.  The
trading window was closed during much of the period during which due diligence was conducted
and negotiations were ongoing between Lattice and China Reform Fund and Canyon Bridge,
including the period from September 1, 2016 until the announcement of the transaction on
November 3, 2016.
204.  To further protect the sensitive negotiations, Lattice informed only a limited number
of company personnel of the discussions with China Reform and subsequently Canyon Bridge
between the date of the initial contact by China Reform and the disclosure of the transaction on
November 3, 2016.  Specifically, personnel were only informed if they were required to participate
in either due diligence activities or negotiation of topics with the counter party.   Personnel were
only added to the group with the express approval of Lattice’s Chief Executive Officer.  A roster of
all personnel in this group was maintained by Lattice’s Chief of Staff and General Counsel.
205. At the time individuals were informed of the matter, they were informed by
personnel from Lattice’s Legal group that they were in possession of material, non-public
information and that they could neither share that information with any other party without the
express approval of the CEO or General Counsel, nor engage in any transactions in Lattice’s
securities.  They also were expressly notified by email on August 8, 2016 that, notwithstanding the
opening of the window for trading by rank and file employees on August 12, 2016 after the release
of Lattice’s Q2 2016 earnings, they were subject to a continuing black out until notified otherwise
and could not trade in the Company’s securities.
206. Lattice also made efforts to ensure that every party it negotiated with would keep the
negotiations confidential and refrain from purchasing Lattice common stock for a set period of time.

41

Before engaging in substantive discussions with China Reform Fund, Lattice and China Reform
Fund entered into a nondisclosure agreement with a 12-month standstill period on April 27, 2016.
After Canyon Bridge was formed, it entered into a nondisclosure agreement with Lattice on the
same terms as the one entered into by China Reform Fund.
207. In addition to the nondisclosure agreement with Lattice, on information and belief,
China Reform Fund and Canyon Bridge had policies requiring their employees to maintain the
confidentiality of nonpublic information and only use such information for company purposes.
208. Canyon Bridge, since it was newly formed, did not yet have written policies in place
regarding insider trading at the time of the Lattice deal.  The firm did, however, have a corporate
policy requiring employees to protect confidential information and only use it for company
purposes.  This policy was written into the employment agreements between Canyon Bridge and its
personnel.
4. The Insider Trading in Lattice
209. As described above, starting July 5, 2016, two days before China Reform Fund and
its affiliates submitted a non-binding indication of interest to acquire Lattice, M. Yin began
amassing shares of Lattice in his father’s account.  On September 13, 2016, Lattice and Canyon
Bridge entered into an exclusivity agreement and began to negotiate the terms of a merger
agreement.  During the ensuing months, as Lattice and Canyon Bridge worked to finalize the
proposed transaction, the other four M. Yin-controlled accounts likewise began trading in Lattice,
as the prospects for the deal going through became more certain.
210. All of the purchases were made before the announcement of the acquisition on
November 3, 2016.
211. By the time the news of the Lattice acquisition broke, their five accounts held over 7
million shares of Lattice, which had been purchased for more than $44.69 million.  The daily

42

weighted average purchase prices ranged from $5.37 to $6.56 per share, with an overall average
purchase price of $6.35 per share.  After the news broke, they began selling their Lattice shares,
realizing profits of over $6.4 million and unrealized gains of over $620,000, for total gains of over
$7.1 million.
a. Su’s Interactive Brokers account
212. Su’s Interactive Brokers account purchased over 2.5 million shares of Lattice from
September 13, 2016 through November 2, 2016, using margin to cover the cost of over $16 million.
Specifically:
(a) On September 13, 2016, Su’s Interactive Brokers account began to
accumulate a significant stake in Lattice.  On that Tuesday, her account purchased 69,187 shares of
Lattice stock at a weighted average price of $5.95 per share, for a total cost of $411,500.
(b) On September 14, 2016, Su’s Interactive Brokers account purchased 167,123
shares of Lattice stock at a weighted average price, of $6.22 per share, for a total cost of
$1,039,683.
(c) On September 15, 2016, Su’s Interactive Brokers account purchased 336,310
shares of Lattice stock at a weighted average price of $6.52 per share, for a total cost of $2,192,576.
(d) On September 16, 2016, Su’s Interactive Brokers account purchased 58,300
shares of Lattice stock at a weighted average price of $6.50 per share, for a total cost of $379,233.
(e) On September 22, 2016, Su’s Interactive Brokers account purchased 163,775
shares of Lattice stock at a weighted average price of $6.46 per share, for a total cost of $1,057,699.
(f) On September 23, 2016, Su’s Interactive Brokers account purchased 350,000
shares of Lattice stock at a weighted average price of $6.48 per share, for a total cost of $2,267,261.
(g) On September 26, 2016, Su’s Interactive Brokers account purchased 273,082
shares of Lattice stock at a weighted average price of $6.52 per share, for a total cost of $1,779,185.

43

(h) On October 11, 2016, Su’s Interactive Brokers account purchased 100,000
shares of Lattice stock at a weighted average price of $6.33 per share, for a total cost of $633.177.
(i) On October 18, 2016, Su’s Interactive Brokers account purchased 116,400
shares of Lattice stock at a weighted average price of $6.38 per share, for a total cost of $742,764.
(j) On October 19, 2016, Su’s Interactive Brokers account purchased 278,850
shares of Lattice stock at a weighted average price of $6.46 per share, for a total cost of $1,802,338.
(k) On October 20, 2016, Su’s Interactive Brokers account purchased 213,900
shares of Lattice stock at a weighted average price of $6.50 per share, for a total cost of $1,390,316.
(l) On November 1, 2016, Su’s Interactive Brokers account purchased 175,877
shares of Lattice stock at a weighted average price of $6.25 per share, for a total cost of $1,098,525.
(m) On November 2, 2016, Su’s Interactive Brokers account purchased 200,000
shares of Lattice stock at a weighted average price of $6.39 per share, for a total cost of $1,278,963.
213. All of these purchases by Su’s account of Lattice stock were made, in whole or in
part, on margin.
214. Upon information and belief, these were the first purchases that Su’s account had
made of Lattice stock.
b. Z. Yin’s Interactive Brokers account
215. Z. Yin’s Interactive Brokers account purchased 2,739,621 shares of Lattice from July
5, 2016, through November 2, 2016, using margin to cover the cost of over $17 million.
Specifically:
(a) On July 5, 2016, Z. Yin’s Interactive Brokers account purchased 248,268
shares of Lattice stock at a weighted average price, of $5.37 per share, for a total cost of
$1,332,020.
(b) On July 13, 2016, Z. Yin’s Interactive Brokers account purchased 88,400

44

shares of Lattice stock at a weighted average price, of $5.91 per share, for a total cost of $522,752.
(c) On July 15, 2016, Z. Yin’s Interactive Brokers account purchased 60,900
shares of Lattice stock at a weighted average price of $5.93 per share, for a total cost of $361,009.
(d) On July 19, 2016, Z. Yin’s Interactive Brokers account purchased 37,764
shares of Lattice stock at a weighted average price of $5.87 per share, for a total cost of $221,668.
(e) On July 21, 2016, Z. Yin’s Interactive Brokers account purchased 67,419
shares of Lattice stock at a weighted average price of $6.18 per share, for a total cost of $416,854.
(f) On July 22, 2016, Z. Yin’s Interactive Brokers account purchased 25,800
shares of Lattice stock at a weighted average price of $6.07 per share, for a total cost of $156,643.
(g) On July 29, 2016, Z. Yin’s Interactive Brokers account purchased 50,000
shares of Lattice stock at a weighted average price of $6.09 per share, for a total cost of $304,486.
(h) On August 1, 2016, Z. Yin’s Interactive Brokers account purchased 100,000
shares of Lattice stock at a weighted average price of $6.11 per share, for a total cost of $610,706.
(i) On August 10, 2016, Z. Yin’s Interactive Brokers account purchased 120,000
shares of Lattice stock at a weighted average price of $5.88 per share, for a total cost of $705,883.
(j) On August 17, 2016, Z. Yin’s Interactive Brokers account purchased 35,800
shares of Lattice stock at a weighted average price of $5.93 per share, for a total cost of $212,227.
(k) On September 9, 2016, Z. Yin’s Interactive Brokers account purchased
44,554 shares of Lattice stock at a weighted average price of $6.01 per share, for a total cost of
$267,835.
(l) On September 22, 2016, Z. Yin’s Interactive Brokers account purchased
168,350 shares of Lattice stock at a weighted average price of $6.46 per share, for a total cost of
$1,087,137.

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(m) On September 26, 2016, Z. Yin’s Interactive Brokers account purchased
199,046 shares of Lattice stock at a weighted average price of $6.54 per share, for a total cost of
$1,301,846.
(n) On October 3, 2016, Z. Yin’s Interactive Brokers account purchased 200,000
shares of Lattice stock at a weighted average price of $6.39 per share, for a total cost of $1,277,531.
(o) On October 11, 2016, Z. Yin’s Interactive Brokers account purchased 50,000
shares of Lattice stock at a weighted average price of $6.40 per share, for a total cost of $320,115.
(p) On October 18, 2016, Z. Yin’s Interactive Brokers account purchased
139,781 shares of Lattice stock at a weighted average price of $6.38 per share, for a total cost of
$891,213.
(q) On October 19, 2016, Z. Yin’s Interactive Brokers account purchased
361,567 shares of Lattice stock at a weighted average price of $6.47 per share, for a total cost of
$2,337,729.
(r) On October 20, 2016, Z. Yin’s Interactive Brokers account purchased
112,300 shares of Lattice stock at a weighted average price of $6.50 per share, for a total cost of
$729,523.
(s) On October 21, 2016, Z. Yin’s Interactive Brokers account purchased 50,000
shares of Lattice stock at a weighted average price of $6.40 per share, for a total cost of $320,000.
(t) On October 24, 2016, Z. Yin’s Interactive Brokers account purchased
201,100 shares of Lattice stock at a weighted average price of $6.56 per share, for a total cost of
$1,319,749.
(u) On November 1, 2016, Z. Yin’s Interactive Brokers account purchased
202,072 shares of Lattice stock at a weighted average price of $6.28 per share, for a total cost of

46

$1,268,952.
(v) On November 2, 2016, Z. Yin’s Interactive Brokers account purchased
176,500 shares of Lattice stock at a weighted average price of $6.41 per share, for a total cost of
$1,131,147.
216. All of these purchases of Lattice stock by Z. Yin’s account were made, in whole or
in part, on margin.
c. Qin’s Interactive Brokers account
217. Qin’s account purchased more than 1.46 million shares of Lattice from September
13, 2016 to November 2, 2016, using margin to cover the cost of over $9.3 million.  Specifically:
(a) On September 13, 2016, Qin’s Interactive Brokers account purchased 47,200
shares of Lattice stock at a weighted average price of $5.96 per share, for a total cost of $281,447.
(b) On September 14, 2016, Qin’s Interactive Brokers account purchased 93,378
shares of Lattice stock at a weighted average price of $6.22 per share, for a total cost of $581,000.
(c) On September 15, 2016, Qin’s Interactive Brokers account purchased
200,000 shares of Lattice stock at a weighted average price of $6.51 per share, for a total cost of
$1,302,865.
(d) On September 16, 2016, Qin’s Interactive Brokers account purchased
150,000 shares of Lattice stock at a weighted average price of $6.46 per share, for a total cost of
$969,258.
(e) On September 22, 2016, Qin’s Interactive Brokers account purchased 84,890
shares of Lattice stock at a weighted average price of $6.48 per share, for a total cost of $550,351.
(f) On September 23, 2016, Qin’s Interactive Brokers account purchased
250,000 shares of Lattice stock at a weighted average price of $6.48 per share, for a total cost of
$1,620,970.

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(g) On September 27, 2016, Qin’s Interactive Brokers account purchased 33,200
shares of Lattice stock at a weighted average price of $6.47 per share, for a total cost of $214,943.
(h) On September 28, 2016, Qin’s Interactive Brokers account purchased 30,119
shares of Lattice stock at a weighted average price of $6.46 per share, for a total cost of $194,714.
(i) On September 29, 2016, Qin’s Interactive Brokers account purchased 81,291
shares of Lattice stock at a weighted average price of $6.49 per share, for a total cost of $527,441.
(j) On October 3, 2016, Qin’s Interactive Brokers account purchased 100,000
shares of Lattice stock at a weighted average price of $6.39 per share, for a total cost of $638,666.
(k) On October 7, 2016, Qin’s Interactive Brokers account purchased 4,800
shares of Lattice stock at a weighted average price of $6.45 per share, for a total cost of $30,952.
(l) On October 11, 2016, Qin’s Interactive Brokers account purchased 55,500
shares of Lattice stock at a weighted average price of $6.28 per share, for a total cost of $348,346.
(m) On October 12, 2016, Qin’s Interactive Brokers account purchased 7,707
shares of Lattice stock at a weighted average price of $6.20 per share, for a total cost of $47,783.
(n) On October 17, 2016, Qin’s Interactive Brokers account purchased 65,916
shares of Lattice stock at a weighted average price of $6.08 per share, for a total cost of $400,467.
(o) On October 18, 2016, Qin’s Interactive Brokers account purchased 111,288
shares of Lattice stock at a weighted average price of $6.37 per share, for a total cost of $708,424.
(p) On November 1, 2016, Qin’s Interactive Brokers account purchased 50,000
shares of Lattice stock at a weighted average price of $6.14 per share, for a total cost of $307,058.
(q) On November 2, 2016, Qin’s Interactive Brokers account purchased 100,000
shares of Lattice stock at a weighted average price of $6.41 per share, for a total cost of $640,783.
218. All of the purchases of Lattice stock by Qin’s account were made, in whole or in

48

part, on margin.
d. Zhou’s Interactive Brokers account
219. Between October 11 and October 21, 2016, Zhou’s Interactive Brokers account
purchased 210,000 shares of Lattice at a cost of more than $1.3 million.  Specifically:
(a) On October 11, 2016, Zhou’s Interactive Brokers account purchased 30,000
shares of Lattice stock at a weighted average price of $6.28 per share, for a total cost of $188,288.
(b) On October 19, 2016, Zhou’s Interactive Brokers account purchased 100,000
shares of Lattice stock at a weighted average price of $6.49 per share, for a total cost of $648,823.
(c) On October 21, 2016, Zhou’s Interactive Brokers account purchased 80,000
shares of Lattice stock at a weighted average price of $6.44 per share, for a total cost of $514,819.
220. All of the purchases of Lattice stock by Zhou’s account were made, in whole or in
part, on margin.
221. Upon information and belief, these purchases of Lattice stock were the first
purchases of that company’s stock by Zhou’s account.
e.  Xie’s Interactive Brokers account
222. Xie’s account purchased 125,000 shares of Lattice in October 2016, using margin to
cover the total cost of over $805,000.  Specifically:
(a) On October 11, 2016, Xie’s Interactive Brokers account purchased 25,000
shares of Lattice stock at a weighted average price of $6.28 per share, for a total cost of $156,876.
(b) On October 19, 2016, Zhou’s Interactive Brokers account purchased 100,000
shares of Lattice stock at a weighted average price of $6.48 per share, for a total cost of $648,414.
223. All of the purchases of Lattice stock by Xie’s account were made, in whole or in
part, on margin.
224. Upon information and belief, these purchases of Lattice stock were the first

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purchases of that company’s stock by Xie’s account.
5. M. Yin and the relief defendants’ substantial profits from well-timed insider
trading in Lattice
225. By the close of trading on November 2, 2016, the five Interactive Broker accounts
held over 7 million shares of Lattice stock, which they had started buying in July 2016 when M. Yin
and Chow began discussing topics related to the deal.  In total, they had spent more than $44.69
million to purchase these shares at an average purchase price of $6.35 per share.
226. After the news of the deal was announced on November 3, 2016, the defendants’
accounts began to sell their large Lattice positions.  Some accounts retained a portion of the shares,
which remain in the accounts to this day given the freeze.  Between the realized gains on the sold
shares and the unrealized gains on the remaining shares, defendants’ five accounts have a total
profit of $7,107,426.
227. On November 3, 2016, Su’s account sold 1,462,104 Lattice shares, resulting in a
gain of $1,749,334.  On February 6, 2017, after the FBI interview, her account sold 254,217 shares,
resulting in a gain of $204,752.  On February 7, 2017, her account sold another 192,736 shares for a
gain of $98,150.  On February 8, 2017, her account sold 267,909 shares for a gain of $126,873.  On
February 9, 2017, her account sold 8,900 shares for a gain of $6,688.  Her account retains 316,938
of the shares, which have an unrealized gain as of May 26, 2017 of $204,355.  Her account’s return
on its Lattice trades was 14.9% of the notional amount invested.
228. On November 3, 2016, Z. Yin’s account sold 1,239,621 Lattice shares, resulting in a
gain of $2,078,335.  On February 6, 2017, after the FBI interview, he began selling again,
offloading 220,411 shares for a realized gain of $168,116.  On February 7, 2017, his account sold
223,974 shares for a gain of $137,600.  On February 8, 2017, his account sold 321,548 shares for a
gain of $145,521.  On February 9, 2017, his account sold 8,100 shares for a gain of $3,197.  His

50

account retains 725,967 of the shares purchased after July 1, 2016, which have an unrealized gain as
of May 26, 2017 of $416,784.  His account’s return on its Lattice trades was 17.3% of the notional
amount invested.
229. On November 3, 2016, Qin’s account sold 665,289 Lattice shares, resulting in a gain
of $823,489.  On February 6, 2017, he sold 295,331 for a gain of $201,184.  On February 7, 2017,
he sold 230,041 shares for a gain of $175,186.  And on February 8, 2017, he sold his last remaining
Lattice shares, 274,628 of them, for a realized gain of $184,763.  Altogether, his account realized
$1,384,622 from the Lattice trading, representing a 14.8% return of the notional amount invested.
230. On November 3, 2016, Zhou’s account sold 210,000 Lattice shares, resulting in a
gain of $238,388.  This was the entire position.  Her account’s return on its Lattice trades was
17.6% of the notional amount invested.
231. On November 3, 2016, Xie’s account sold 125,000 Lattice shares, resulting in a gain
of $144,710.  This was the entire position.  Her account’s return on its Lattice trades was 18.0% of
the notional amount invested.
232. The five Interactive Brokers accounts’ net profits from the Lattice purchases were at
least $7,107,426, including realized profits of $6,486,287, along with unrealized gains, as of May
26, 2017, of $621,139.  This total profit, and the profits for each account, are summarized in the
following table:

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Relief Defendant
Net Realized and
Unrealized Profits from
Lattice Trading
Lizhao Su $2,390,152
Zhiqing Yin $2,949,554
Jun Qin $1,384,622
Yan Zhou $238,388
Bei Xie $144,710
TOTAL
$7,107,426

6. The Highly Suspicious Nature of the Lattice Trading
233. By November 2, 2016, the day before the announcement, the five accounts
controlled by M. Yin had purchased a total of 7,042,714 shares of Lattice stock, representing 5.8%
of the outstanding common stock of the company.
234. This position was larger than the individual positions held by nearly all of the large
institutional investors who had reported holding Lattice shares in filings with the SEC.  Specifically,
of the 134 institutional investors with over $100 million in assets who reported owning LSCC as of
September 30, 2016, only 4 reported ownership of a larger position in LSCC than the 7 million
shares held by the Interactive Brokers Accounts as of November 2, 2016.
235. During the period from July 5, 2016 to November 2, 2016, the five accounts’
purchases accounted for 6.3% of the overall volume reported for Lattice common stock for that
entire period.  If only the 33 days the accounts traded are considered, their purchases account for
13.6% of total volume.  On nine of those 33 trading days, the five accounts constituted more than
20% of Lattice common stock trading volume across the entire market.  On 24 of those 33 trading
days, the five accounts constituted at least 5% of all market trading in Lattice common stock.
236. The following table shows each day the relief defendants’ five accounts purchased

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Lattice shares between July 5, 2016 and November 2, 2016, the total amount purchased across the
five accounts, the total volume of Lattice shares traded on that day, and the percentage of trading
represented by just the five accounts.
Date
Total Shares Purchased
by the Five Accounts
Total Market
Trading Volume
Percentage of
Trading Volume
July 5, 2016 248,268   886,053   28.0%
July 13, 2016 88,400   734,079   12.0%
July 15, 2016 60,900   766,177   7.9%
July 19, 2016 37,764   733,618   5.1%
July 21, 2016  67,419   1,243,526   5.4%
July 22, 2016 25,800   748,034   3.4%
July 29, 2016 50,000   1,990,051   2.5%
August 1, 2016 100,000   1,302,167   7.7%
August 10, 2016 120,000   3,876,589   3.1%
August 17, 2016  35,800   988,179   3.6%
September 9, 2016 44,554   2,048,844   2.2%
September 13, 2016  116,387   1,140,724   10.2%
September 14, 2016 260,501   1,191,269   21.9%
September 15, 2016 536,310   4,074,975   13.2%
September 16, 2016 208,300   2,260,398   9.2%
September 22, 2016  417,015   1,501,346   27.8%
September 23, 2016 600,000   2,733,762   21.9%
September 26, 2016  472,128   2,407,476   19.6%

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Date
Total Shares Purchased
by the Five Accounts
Total Market
Trading Volume
Percentage of
Trading Volume
September 27, 2016 33,200   2,426,392   1.4%
September 28, 2016 30,119   1,314,158   2.3%
September 29, 2016 81,291   1,117,637   7.3%
October 3, 2016 300,000   1,626,228   18.4%
October 7, 2016 4,800   1,238,766   0.4%
October 11, 2016  260,500   1,315,401   19.8%
October 12, 2016  7,707   955,652   0.8%
October 17, 2016  65,916   629,873   10.5%
October 18, 2016  367,469   1,437,025   25.6%
October 19, 2016 840,417   2,565,720   32.8%
October 20, 2016  326,200   1,015,012   32.1%
October 21, 2016 130,000   950,701   13.7%
October 24, 2016  201,100   1,166,275   17.2%
November 1, 2016  427,949   1,647,873   26.0%
November 2, 2016  476,500   1,820,778   26.2%
TOTAL 7,042,714 51,854,758 13.6%

C. M. Yin’s Control Over All of the DreamWorks and Lattice Trading
237. M. Yin had access to and controlled all of the trading in DreamWorks stock from
April 4 to April 25, 2016, and all of the trading in Lattice stock from July 5 to November 3, 2016,
by Su, Z. Yin, Qin, Zhou, and Xie in their five Interactive Broker accounts.

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238. When shown a list of the accounts and trading at issue in this case by the FBI, M.
Yin admitted that he “accessed all these accounts and made the trades.”
239. M. Yin was not registered with Interactive Brokers as an authorized user, financial
advisor, or other person with authorized access to the five Interactive Brokers accounts.  Yet, M.
Yin did leave an electronic footprint in each account, which also shows that it was M. Yin who
accessed each account and placed the trades at issue.
240. Each of the trades by the relief defendants’ Interactive Brokers accounts was placed
through Interactive Brokers’ electronic trading system.  To place a trade through this system, a
trader must first log into the system using a unique login name and password associated with the
account in which the trade will be placed.  The five accounts each had a separate login name for
accessing the trading system.
241. When a trader logs into an account through Interactive Brokers’ electronic trading
system, Interactive Broker’s computer server records the “internet protocol address” (“IP address”)
used by the trader.  An IP address is a unique number required for online activity conducted by a
computer, phone, or other device connected to the internet.  With just an IP address, it is possible to
identify both what internet service provider is in charge of that address and the approximate location
of the subscriber to whom it is assigned.
242. In addition, when a trader logs into an account through Interactive Brokers’
electronic system, Interactive Brokers’ computer server records the Media Access Control (“MAC”)
address used by the trader.  A MAC address is a unique value associated with the computer,
smartphone, or other hardware device used by the trader to access Interactive Broker’s trading
system.
243. When the same IP address and/or MAC address registers on a system like Interactive

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Broker’s trading system multiple times on the same day, it is likely that each login from that IP or
MAC address is coming from the same computer or device.
244. This is precisely what occurred when the DreamWorks and Lattice trades were
placed in the defendants’ five Interactive Brokers accounts:
(a) When trading in DreamWorks and Lattice, the five Interactive Brokers
accounts were accessed using many of the same IP addresses.
(b) When trading in DreamWorks and Lattice, the five Interactive Brokers
accounts were accessed using the same set of four MAC addresses.
245. Interactive Brokers’ log-in data for relief defendants’ five Interactive Brokers
accounts also connects their trading to defendant M. Yin:
(a) From January to April 2016, the majority of logins to the five Interactive
Brokers accounts were made from IP addresses located in Beijing, China, but with one important
exception.
(b) During a two-week time period – specifically, January 28 to February 12,
2016 – most of the log-ins to the five Interactive Brokers accounts were from an IP address
corresponding to an AT&T customer, Shuhuan Wang, located at 663 Georgia Avenue, Palo Alto,
California (the “Palo Alto IP address”).
(c) M. Yin’s accounts at Fidelity list his address as 663 Georgia Ave., Palo Alto,
California.
(d) On information and belief, Shuhuan Wang is the parent of Jing Wang, who is
M. Yin’s wife.
(e) On information and belief, M. Yin traveled to Palo Alto on January 28, 2016,
and only returned to Beijing, China, on or about February 12, 2016.

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(f) Between January 29 and February 12, 2016, the Palo Alto IP address was
used to repeatedly login to the Interactive Brokers accounts held by Su, Z. Yin, Qin, and Zhou.
Moreover, the MAC addresses for these log-ins corresponded to three of the four hardware devices
later used to place DreamWorks and Lattice trades in the five Interactive Brokers accounts.
(g) In addition, the Fidelity accounts held by M. Yin and his wife, Jing Wang,
were accessed, on several occasions, using the same IP addresses used to log-in to the five
Interactive Brokers accounts held by Su, Z. Yin, Qin, Zhou, and Xie.
(h) And finally, seventeen of the IP addresses – including the Palo Alto IP
address – used to log-in to the Su, Z. Yin, Qin, Zhou, and Xie Interactive Brokers accounts, were
also used to access M. Yin’s e-mail accounts at [email protected] and
[email protected].  These same IP addresses were used to access Su’s email account at
[email protected] during the same time period.
(i) More recently, from January 21 to 29, 2017, the five Interactive Brokers
accounts were accessed 99 times using the Palo Alto IP address.  On information and belief, M. Yin
had traveled to Palo Alto during that timeframe, and returned to Beijing, China, on February 3,
2017.
D. M. Yin and the Interactive Brokers Accounts Engaged in Other Profitable, Well-
Timed Trading Prior to Merger and Acquisition News
246. The Interactive Brokers accounts’ large purchases of DreamWorks and Lattice stock
right before their acquisitions were announced was not the only time their accounts engaged in
profitable, well-timed trading before news of a merger or an acquisition involving a public
company.  These accounts have engaged in similar patterns of suspicious trading in other
companies’ stock.
247. In fact, while the defendants’ Interactive Brokers accounts have bought and sold

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large amounts of stock in certain companies over the past couple of years, only a handful of
purchases, including their DreamWorks and Lattice trading, stand out as the most profitable.
Before insider trading in DreamWorks, the relief defendants’ Interactive Brokers accounts made
suspiciously well-timed and profitable trades in profits three China-based companies – Giant
Interactive (in November 2013), 58.com (in April 2015), and CTrip (in May and October 2015). As
alleged below, all of these trades preceded announcements that had a material impact on the price of
the stock of these companies.
248. During the period between October 2013 (when Su first opened her account) and the
present, all five of the defendants’ Interactive Brokers accounts made a total net profit of $49.19
million on their well-timed trades in DreamWorks, Giant Interactive, 58.com, CTrip, and Lattice
Semiconductors.  Despite being active traders in more than 200 other issuers, these accounts
performed markedly worse in all of their other trading during this period, making only $1.08
million.  In short, just 3.2% of the Interactive Brokers accounts’ trading (in DreamWorks, Giant
Interactive, 58.com, CTrip, Jinpan, and Lattice Semiconductors) resulted in more than 97% of all
trading profits.
249. In addition, M. Yin, through one of his Fidelity accounts, has repeatedly traded
similarly to one or more of the five Interactive Brokers accounts.  Specifically, he also made well-
timed, profitable trades in Giant Interactive and another China-based company, Jinpan, at the same
time as the Interactive Brokers accounts.
1. Giant Interactive
250. On November 21 and 22, 2013, the Su Interactive Brokers account bought a total of
758,751 shares of Giant Interactive stock at a cost of $7,318,438.
251. Just days later, on November 24, 2013, Giant Interactive announced that it had
received a non-binding proposal from a consortium of private equity investors to take the company

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private at a price of $11.75 per share.  Giant Interactive stock closed at $11.41 on November 25,
2013, up 1.28 or 12.64% from its prior close of $10.13.
252. Beginning on November 25, 2013, the Su Interactive Brokers account sold all of its
Giant shares, resulting in a gain of $1,275,857.
2. 58.com
253. On April 14, 2015, the Financial Times reported that 58.com and Falcon View
Technology Limited, a China-based company that operates the website Ganji.com (“Ganji”), had
signed a memorandum of understanding on March 14, 2015.
254. On April 17, the news of the deal was officially and publicly confirmed by both
companies.  In a joint press release, 58.com and Ganji announced that they had signed a definitive
agreement, that 58.com had acquired a strategic stake in Ganji and that Tencent.com, one of
58.com’s largest shareholders had also invested in Ganji.  58.com’s share price increased 38.7%
from the close on April 13, 2015 (before the Financial Times report), closing at $70.50 per share on
April 17th.
255. On April 14, the Su Interactive Brokers account purchased 350,000 shares of 58.com
stock, at a cost of $20,541,435, and 600 option contracts in 58.com, at a cost of $245,000.  On April
14 and 17, the Su Interactive Brokers account sold all of its 58.com shares and options, resulting in
a gain of $3,882,095.
256. On April 14, prior to the release of the Financial Times report, the Zhou Interactive
Brokers account purchased 50 option contracts in 58.com stock, at a cost of $25,200.  After
publication of the Financial Times report that day, the Zhou Interactive Brokers account began to
sell its options, resulting in a gain of $44,800.
3. CTrip
257. From April 24, 2015, the Su Interactive Brokers account purchased 168,098 shares

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of CTrip, a China-based international travel company, at a cost of $10,926,897.
258. On May 22, 2015, CTrip announced that it had acquired a stake in eLong, Inc., an
online travel site (NASDAQ: LONG) by acquiring those shares from Expedia, Inc. and other
companies.  It also announced a cooperation agreement with Expedia, Inc.  CTrip’s stock closed at a
price of $84.63 per share, increasing 17.6% from its prior close of $71.99.
259. Beginning on May 22, 2015, the Su Interactive Brokers account sold all 158,098 of
its shares, resulting in a gain of $2,409.822.
260. Later, between October 20 and 23, 2015, Su’s Interactive Brokers account, along
with the accounts of Z. Yin, Qin and Zhou, collectively purchased 411,511 shares of CTrip, at a
cost of $30,699,813.
261. On October 26, 2015, there was an announcement by CTrip, Qunar Cayman Islands
Limited (NASDAQ: QUNR), a China-based online travel commerce platform company, and Baidu,
Inc., a Chinese language Internet search provider (NASDAQ: BIDU), reporting that Baidu, in a
three-way agreement, sold its stake in Qunar to CTrip.  In return, Baidu received shares of CTrip.
On the day of the announcement, CTrip’s stock price increased about 22.1%, from $74.34 to
$90.78.
262. Beginning on October 26, 2015, the accounts of Z. Yin, Su, Qin, and Zhou sold their
CTrip positions, realizing combined profits of $6,453,344.
4. Jinpan
263. In a press release issued by Jinpan on January 25, 2016, the company announced that
it had entered into a definitive Agreement and Plan of Merger with FNOF E&M Investment Limited
and Silkwings Limited, pursuant to which FNOF E&M Investment Limited would acquire Jinpan
for $6.00 per share.  On January 25, 2016, Jinpan’s stock price closed at $5.24, up $1.02 or 24.2%
from its prior close of $4.22.

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264. M. Yin’s Fidelity trading account purchased 120,000 shares of Jinpan in advance of
the January 25, 2016 press release at a cost of $478,547. Following the announcement, all the shares
were sold out of the accounts, resulting in a gain of $147,261.  Similarly, the Interactive Brokers
account of M. Yin’s father, Z. Yin, purchased 30,255 shares of Jinpan in advance of the January 25,
2016 press release at a cost of $114,322.  Following the announcement, all the shares were sold out
of the Z. Yin Interactive Brokers account, resulting in a gain of $54,259.
E. Yin’s FBI Interview
265. On Friday, February 3, 2017, the FBI executed a search warrant upon M. Yin at the
San Jose International Airport, titled In the Matter of the Search of IN RE FEDERAL CRIMINAL
INVESTIGATION, Case. No. 17 70135 NC (N.D. Cal.).  M. Yin was traveling to Beijing, China.
266. The warrant authorized a search of M. Yin’s mobile phone for evidence of insider
trading.
267. The FBI interviewed M. Yin, who admitted that he controls the trading in the five
nominee accounts.  He also indicated that at least part of the money in the accounts nominally held
by Z. Yin (his father), Su (his mother), and Qin (his cousin) belongs to him.  He explained that he
traded through his relative’s accounts rather than his own so that he would not have to report the
trades to his company’s compliance department.
268. M. Yin further admitted that HSBC had become so suspicious of the large money
transfers between Su’s HSBC bank account and her Interactive Brokers trading account that HSBC
closed Su’s bank account.  M. Yin then opened a bank account for his father at HSBC and a new
one for his mother at Standard Chartered so that he could continue to fund and withdraw money
from their Interactive Brokers accounts.
269. M. Yin also admitted to the FBI that the Xie account was actually a “family
account,” belonging at least in part to his friend and former colleague, Ji.  The Zhou account M. Yin

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claimed belonged to his children’s piano teacher and her husband, whom he did not name.
270. Before boarding his flight, M. Yin asked an FBI agent whether his accounts would
be frozen.
271. Within days of the FBI interview, M. Yin resigned from Summitview Capital.
F. Attempted Withdrawals of Over $35 million From the Interactive Brokers Accounts
272. Within 48 hours of the FBI’s execution of the search warrant upon M. Yin, all of the
Interactive Brokers accounts reflected active efforts to withdraw monies and sell holdings totaling
over $35 million, as well as calls made on behalf of those accounts into the brokerage firm’s
customer service line.
1. Attempted withdrawals from Su’s account
273. On Sunday, February 5, 2017, Interactive Brokers received a request to withdraw
approximately $3.2 million from Su’s account.  That same day, Interactive Brokers customer
service received a telephone inquiry on behalf of the account inquiring about the status of the
withdrawal request.
274. On Tuesday, February 7, 2017, Interactive Brokers received another request, this one
to withdraw approximately $3.86 million from Su’s account.
275. On Wednesday, February 8, 2017, Interactive Brokers received another request, this
one to withdraw approximately $6.4 million from Su’s account.
276. The combined withdrawal requests from the Su account in the week following the
FBI’s execution of the search warrant on M. Yin total $13.46 million.
2. Attempted withdrawals from Z. Yin’s account
277. On Sunday, February 5, 2017, Interactive Brokers received a request to withdraw
approximately $4.6 million from Z. Yin’s account.  That same day, Interactive Brokers customer
service received two telephone inquiries on behalf of the account, concerning both the status of the

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cash withdrawal, and how to request an “exceptional withdrawal.”
278.  On Tuesday, February 7, 2017, Interactive Brokers received another request, this
one to withdraw $5 million from Z. Yin’s account.  That same day, Interactive Brokers customer
service received yet another telephone inquiry on behalf of the account.
279. On Thursday, February 9, 2017, Interactive Brokers received a request to withdraw
$3 million from Z. Yin’s account.  The same day, customer service received a telephone inquiry
regarding withdrawing assets.
280. The combined withdrawal requests from the Z. Yin account in the week following
the FBI’s execution of the search warrant on M. Yin total $12.6 million.
3. Attempted withdrawals from Qin’s account
281. On Monday, February 6, 2017, Interactive Brokers received requests to withdraw
$900,000 and $800,000 from Qin’s account.  The request to withdraw $900,000 was later cancelled.
That same day, customer service received four telephone inquiries on behalf of the account,
concerning the status of the withdrawal request and how to request an “exceptional withdrawal.”
282. On Tuesday, February 7, 2017, Interactive Brokers received another request, this one
to withdraw $1.6 million from Qin’s account.  That same day, customer service received yet another
telephone inquiry on behalf of the account.
283. On Wednesday, February 8, 2017, Interactive Brokers received a request to
withdraw $800,000 from Qin’s account. The same day, customer service received a telephone
inquiry regarding withdrawing assets.
284. On Thursday, February 9, 2017, Interactive Brokers received an additional
withdrawal request for $3.1 million, from Qin’s account.  The same day, customer service received
a telephone inquiry regarding the status of the withdrawal request.
285. The combined withdrawal requests from the Qin account in the week following the

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FBI’s execution of the search warrant on M. Yin total $6.4 million.
4. Attempted withdrawals from Zhou’s account
286. Between February 5-7, 2017, Interactive Brokers customer service received four
telephone inquiries concerning how to make an exceptional withdrawal requests from Zhou’s
account.
287. On Monday, February 6, 2017, Interactive Brokers received a request to withdraw
$1.7 million from Zhou’s account.
288. On Thursday, February 9, 2017, Interactive Brokers received a request to withdraw
$200,000 from Zhou’s account.
289. The combined withdrawal requests from the Zhou account in the week following the
FBI’s execution of the search warrant on M. Yin total $1.9 million USD.
5. Attempted withdrawals from Xie’s account
290. On Monday February 6, 2017, Interactive Brokers received a request to withdraw
approximately $1.2 million from Xie’s account, which was the total withdrawal request from the
Xie account in the week following the FBI’s execution of the search warrant on M. Yin.
291. From February 5 to February 9, 2017, Interactive Brokers received withdrawal
requests exceeding a combined $35.56 million for the five Interactive Brokers accounts.
G. Chow’s Lies to the Financial Industry Regulatory Authority
292. In March 2017, the Financial Industry Regulatory Authority (“FINRA”) was
reviewing the trading activity in Lattice surrounding the November 3, 2016 announcement of its
acquisition by Canyon Bridge.  As part of that review, FINRA sent a request to counsel for Canyon
Bridge asking Canyon Bridge to circulate a list of suspicious traders, including M. Yin, to all
officers at Canyon Bridge, asking them to identify anyone on that list that they know.  For any
traders that were identified as being known by someone at Canyon Bridge, FINRA requested a

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detailed description of any past or present relationship between the Canyon Bridge employee and
the trader, including a synopsis of any contact from September 9, 2016 through November 2, 2016,
and a statement as to any circumstances under which any information about the potential transaction
may have been given to the trader.
293. In April 2017, Chow, through counsel for Canyon Bridge, identified M. Yin as a
“former colleague at Warburg Pincus Asia and as a social acquaintance.”  Despite the repeated
texts, phone calls, and in-person meetings between M. Yin and Chow throughout the months
leading up to the Lattice announcement, Chow only disclosed two conversations with M. Yin to
FINRA, one in July and one in August, as well as possible “social WeChat messages.”  Chow
falsely stated that he did not recall discussing Lattice with M. Yin and was not aware of any
circumstance by which M. Yin may have gained knowledge of Canyon Bridge’s business activities
relating to the acquisition of Lattice.
H. Chow’s Arrest and Conviction
294. On October 30, 2017, the U.S. Attorney’s Office for the Southern District of New
York announced the indictment of Chow for 13 counts of securities fraud and one count of
conspiring to commit securities fraud arising from his alleged tipping of material nonpublic
information relating to the Lattice transaction.
295. On April 24, 2018, Chow was found guilty of one count of conspiracy to commit
securities fraud and seven counts of securities fraud.
I. M. Yin’s Possession of, and Trading on, Material Nonpublic Information Provided to
Him by Ji and Chow
296. M. Yin has worked in the financial industry for over 10 years.  For at least the past
five years, he had worked for an investment firm based in Hong Kong and Beijing.  He has
numerous contacts in the business world through his employment and education at Wharton School

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of Business and his prior work at UBS and Warburg Pincus.
297. M. Yin admitted in his FBI interview that one of his friends and former colleagues is
Ji.  He also admitted that Ji is a relative of Xie and that the Interactive Brokers account in Xie’s
name is really Ji’s “family account.”  Crucially, at the same time that PAG was attempting to
acquire DreamWorks in April 2016, it was also engaged in an effort to buy Lexmark.  PAG’s
buyer’s consortium for the Lexmark deal included Legend Capital, an affiliate of Legend.  Ji is a
managing director at Legend, a fact that M. Yin withheld from the FBI during his February 3
interview.  Last, M. Yin had earlier agreed to manage Ji’s family account – specifically, the Xie
Interactive Brokers account.  That account was first opened in February 2016.  It did not begin
trading until April 2016, just as PAG was pursuing the DreamWorks acquisition, and when it
commenced trading, it almost immediately began acquiring a soon to be profitable stake in
DreamWorks securities.  Ji and M. Yin were also engaged in frequent phone and email contact.  M.
Yin’s trading in DreamWorks came on the heels of the DreamWorks board’s decision on April 4,
2016 to authorize continued discussions with PAG pursuant to its confidential term sheet and begin
drafting a merger agreement.  Accordingly, M. Yin and Ji had both a preexisting relationship and
history of communications with one another, M. Yin’s trading pattern suggests he had knowledge of
specific steps in the DreamWorks’ deal chronology, and on information and belief, Ji is one
potential source of the material nonpublic information about the DreamWorks acquisition that M.
Yin possessed when he executed the trades described above.
298. When each of the relief defendants’ Interactive Brokers accounts purchased shares of
DreamWorks stock from April 4 to April 25, 2016, as alleged above, M. Yin directed those trades
and was in possession of material, nonpublic information about the DreamWorks acquisition.
299. At the time he traded in the securities of DreamWorks, M. Yin knew, or was reckless

66

in not knowing, that the information he possessed concerning the potential acquisition of
DreamWorks was material nonpublic information.
300. M. Yin also knew, or was reckless in not knowing, that he owed his source of that
material nonpublic information a duty of trust or confidence to keep the material, nonpublic
information he possessed concerning the potential acquisition confidential, and to not trade on it.
301. By trading on material nonpublic information about DreamWorks’ potential
acquisition, M. Yin misappropriated confidential information belonging to his source for securities
trading purposes, in breach of a duty of trust or confidence that he owed to his source.
302. Alternatively, the source of M. Yin’s material nonpublic information about
DreamWorks’ potential acquisition tipped M. Yin that information, and in doing so, personally
benefited from that disclosure of material nonpublic information.
303. By tipping M. Yin, M. Yin’s source of material non-public information about
DreamWorks’ potential acquisition breached a fiduciary duty or similar relationship of trust and
confidence owed to the source of that information.
304. At the time he traded in the securities of DreamWorks, M. Yin knew or should have
known that the material nonpublic information about DreamWorks’ potential acquisition that M.
Yin’s tipper had disclosed to him was either disclosed or misappropriated by M. Yin’s tipper in
breach of a fiduciary duty, or similar relationship of trust and confidence.
305. At the time he traded in the securities of DreamWorks, M. Yin knew or should have
known that M. Yin’s tipper had disclosed that material nonpublic information to M. Yin for a
personal benefit.
306. Another friend and former colleague of M. Yin is Chow.  Chow described M. Yin as
a social acquaintance and former colleague from Warburg Pincus.  Chow had material, nonpublic

67

information about the Lattice deal starting in April 2016.  From July-November 2016, while M. Yin
was amassing a huge position in Lattice shares, Chow communicated with M. Yin on multiple
occasions in person, by phone, and through WeChat.  The timing of many of these conversations
coincided with both key developments in the negotiations and large purchases by the accounts
controlled by M. Yin.  Several of these communications concerned details relating to the Lattice
transaction, including the specific type of semiconductor technology Lattice produces, the law firm
that represented Canyon Bridge in the Lattice transaction, the U.S. regulator responsible for
reviewing a potential acquisition of Lattice (CFIUS), Chow’s travel to the U.S. for due diligence on
a U.S.-based deal, and the progress of the deal.  At least one other communication concerned
Chow’s attempt to find investors to be limited partners in Canyon Bridge, which was formed for the
sole purpose of acquiring Lattice.
307. Chow had a duty to keep material nonpublic information regarding the Lattice
acquisition confidential.  He learned the information about the potential Lattice acquisition as a
result of his employment first at China Reform Fund and then at Canyon Bridge, and he knew or
recklessly disregarded that he owed a fiduciary or similar duty of trust and confidence to China
Reform Fund and Canyon Bridge to keep the information confidential and refrain from tipping the
information to others.  Chow also knew or recklessly disregarded that he owed a fiduciary or similar
duty of trust and confidence to Lattice to keep information about a potential acquisition of Lattice
confidential and refrain from tipping others.  He was only given access to information about Lattice
and the potential acquisition after signing a non-disclosure agreements twice, once while with China
Reform Fund and once after establishing Canyon Bridge.
308. In breach of those duties, Chow knowingly or recklessly communicated material
nonpublic information to M. Yin so that M. Yin could use the information in connection with

68

securities trading.  Chow communicated material nonpublic information to M. Yin in exchange for
a personal benefit or with the expectation of receiving a benefit.
309. Chow personally benefitted because:  (i) he tipped M. Yin without a corporate
purpose and with the expectation that Yin would trade; (ii) he tipped M. Yin, on information and
belief, a close friend of Chow’s given the frequency of their communications and in-person contact
and shared professional history, for the purpose of gifting M. Yin valuable information; and/or (iii)
he tipped M. Yin as part of a quid pro quo exchange of information from Yin, a useful networking
contact who was in a position to enhance Chow’s reputation in their financial circles.
310. At the time he traded in the securities of Lattice, M. Yin knew, or was reckless in not
knowing, that the information he possessed concerning the potential acquisition of Lattice was
material nonpublic information.
311.   At the time he traded in the securities of Lattice, M. Yin knew or should have
known that the material nonpublic information about Lattice’s potential acquisition that Chow had
disclosed to him was disclosed or misappropriated in breach of a fiduciary duty, or similar
relationship of trust and confidence.
312. At the time he traded in the securities of Lattice, M. Yin knew or should have known
that Chow had disclosed that material nonpublic information to M. Yin for a personal benefit.
FIRST CLAIM FOR RELIEF
Fraud in the Connection with the Purchase and Sale of Securities
Violations of Section 10(b) of the Exchange Act and Rule 10b-5(a) & (c)
(against Defendants M. Yin and Chow)
313. The SEC realleges and incorporates by reference paragraphs 1 through 312 above.
314. By engaging in the conduct described above, defendants M. Yin and Chow, directly
or indirectly, in connection with the purchase or sale of a security, by the use of means or

69

instrumentalities of interstate commerce, of the mails, or of the facilities of a national securities
exchange:  (a) employed devices, schemes, or artifices to defraud; and/or (b) engaged in acts,
practices, or courses of business which operated or would operate as a fraud or deceit upon other
persons.
315. Upon information and belief, M. Yin and Chow knew, or were reckless in not
knowing, that they employed devices, schemes and artifices to defraud; and/or engaged in acts,
practices or courses of conduct that operated as a fraud on the investing public by the conduct
described in detail above.
316. By engaging in the conduct described above, defendants M. Yin and Chow, directly
or indirectly, violated, and unless restrained and enjoined will continue to violate, Section 10(b) of
the Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a) and 10b-5(c) thereunder, 17 C.F.R. §§
240.10b-5(a) & 240.10b-5(c).
SECOND CLAIM FOR RELIEF
Unjust Enrichment
 (against Relief Defendants Su, Z. Yin, Qin, Zhou, Xie and Ji)
317. The SEC realleges and incorporates by reference paragraphs 1 through 312 above.
318. By engaging in the conduct described above, relief defendants Su, Z. Yin, Qin, Zhou,
Xie and Ji, and each of them, received ill-gotten gains from trades based on material nonpublic
information, over which he or she has no legitimate claim.
319. Relief defendants Su, Z. Yin, Qin, Zhou, Xie and Ji each obtained the ill-gotten gains
described above as part of the securities law violations alleged above, under circumstances in which
it is not just, equitable, or conscionable for them to retain the funds.  Relief defendants Su, Z. Yin,
Qin, Zhou, Xie and  Ji each do not have a legitimate claim to these gains.
320. By engaging in the foregoing conduct, relief defendants Su, Z. Yin, Qin, Zhou, Xie

70

and Ji have been unjustly enriched and must disgorge their ill-gotten gains.
PRAYER FOR RELIEF
WHEREFORE, the SEC respectfully requests that the Court:
I.
Issue findings of fact and conclusions of law that each of defendants M. Yin and Chow
committed the alleged violations.
II.
Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of Civil
Procedure, permanently enjoining and restraining defendants M. Yin and Chow, and their agents,
servants, employees, and attorneys, and those persons in active concert or participation with them,
who receive actual notice of the judgment by personal service or otherwise, and each of them, from
violating Section 10(b) of the Exchange Act [15 U.S.C. §§ 78j(b)] and Rule 10b-5 thereunder [17
C.F.R. § 240.10b-5].
III.
Order defendant M. Yin to disgorge all trading profits and other ill-gotten gains from his
illegal conduct, together with prejudgment interest thereon.
IV.
Order relief defendants Su, Z. Yin, Qin, Zhou, Xie and Ji to disgorge all trading profits and
other ill-gotten gains to which they do not have a legitimate claim, which they received as a result
of the conduct alleged in this Complaint, together with prejudgment interest thereon.
V.
Order defendants M. Yin and Chow to pay civil penalties under Section 21(d)(3) and
Section 21A of the Exchange Act [15 U.S.C. §§ 78u(d)(2) and 78u-1.]

71

VI.
Retain jurisdiction of this action in accordance with the principles of equity and the Federal
Rules of Civil Procedure in order to implement and carry out the terms of all orders and decrees that
may be entered, or to entertain any suitable application or motion for additional relief within the
jurisdiction of this Court.
VII.
Grant such other and further relief as this Court may determine to be just and necessary.

Dated:  September 17, 2018

/s/ Gary Y. Leung
Gary Y. Leung

David Stoelting
Securities and Exchange Commission
New York Regional Office
200 Vesey Street, Suite 400
New York, New York 10281
Tel: (212) 336-0174
stoeltin
[email protected]

Gary Y. Leung
[email protected]
Amy J. Longo
[email protected]
Jasmine M. Starr
[email protected]
Securities and Exchange Commission
Los Angeles Regional Office
444 South Flower Street
Los Angeles, CA 90071
Tel: (323) 965-3835

Counsel for Plaintiff Securities and Exchange
Commission

72

CERTIFICATE OF SERVICE
I am over the age of 18 years and not a party to this action.  My business address is:
U.S. SECURITIES AND EXCHANGE COMMISSION,
444 S. Flower Street, Suite 900, Los Angeles, California 90071
Telephone No. (323) 965-3998; Facsimile No. (213) 443-1904.
On September 17, 2018, I caused to be served the document entitled SECOND AMENDED
COMPLAINT on all the parties to this action addressed as stated on the attached service list:
☐ OFFICE MAIL:  By placing in sealed envelope(s), which I placed for collection
and mailing today following ordinary business practices.  I am readily familiar with this agency’s
practice for collection and processing of correspondence for mailing; such correspondence would be
deposited with the U.S. Postal Service on the same day in the ordinary course of business.
☐ PERSONAL DEPOSIT IN MAIL:  By placing in sealed envelope(s), which I
personally deposited with the U.S. Postal Service.  Each such envelope was deposited with the U.S.
Postal Service at Los Angeles, California, with first class postage thereon fully prepaid.
☐ EXPRESS U.S. MAIL:  Each such envelope was deposited in a facility regularly
maintained at the U.S. Postal Service for receipt of Express Mail at Los Angeles, California, with
Express Mail postage paid.
☐ HAND DELIVERY:  I caused to be hand delivered each such envelope to the office
of the addressee as stated on the attached service list.
☐ UNITED PARCEL SERVICE:  By placing in sealed envelope(s) designated by
United Parcel Service (“UPS”) with delivery fees paid or provided for, which I deposited in a
facility regularly maintained by UPS or delivered to a UPS courier, at Los Angeles, California.
☐ ELECTRONIC MAIL:  By transmitting the document by electronic mail to the
electronic mail address as stated on the attached service list.
☒ E-FILING:  By causing the document to be electronically filed via the Court’s
CM/ECF system, which effects electronic service on counsel who are registered with the CM/ECF
system.
☐ FAX:  By transmitting the document by facsimile transmission.  The transmission
was reported as complete and without error.
I declare under penalty of perjury that the foregoing is true and correct.
Date:  September 17, 2018
  /s/ Sarah Mitchell
SARAH MITCHELL

73

SEC v. SHAOHUA (MICHAEL) YIN, et al.
United States District Court—Southern District of New York
Case No. 1:17-cv-00972-JPO

SERVICE LIST

Michael Sommer (via ECF)
Wilson Sonsini Goodrich & Rosati
1301 Avenue of the Americas
40
th
 Floor
New York, NY 10019
Phone: (212) 497-7728
Email: [email protected]
Counsel for Defendant Shaohua (Michael) Yin and Relief Defendants Jun Qin,
Lizhao Su, Bei Xie, Zhiqing Yin, and Yan Zhou

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

SECURITIES AND EXCHANGE 
COMMISSION, 

Plaintiff, 
 

vs. 

SHAOHUA (MICHAEL) YIN and 
BENJAMIN BIN CHOW 

Defendants, and 
 

LIZHAO SU, ZHIQING YIN, JUN QIN, 
YAN ZHOU, BEI XIE, and CHAOFENG JI, 

Relief Defendants. 
 

 Case No.  1:17-cv-00972-JPO 

 
 
 
SECOND AMENDED COMPLAINT 
 
ECF CASE 

 
 
 

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SECOND AMENDED COMPLAINT ii  
 

TABLE OF CONTENTS 

SUMMARY ...........................................................................................................................................1 

NATURE OF THE PROCEEDINGS AND REQUESTED RELIEF ...................................................4 

JURISDICTION AND VENUE ............................................................................................................5 

DEFENDANT........................................................................................................................................5 

RELIEF DEFENDANTS .......................................................................................................................7 

RELEVANT ENTITIES ......................................................................................................................13 

FACTUAL ALLEGATIONS ..............................................................................................................14 

A.  Insider Trading in DreamWorks ..................................................................................14 

1.  The DreamWorks’ Deal and Announcement ...................................................15 

2.  The Price Movement of DreamWorks Stock on the News of the Deal ...........17 

3.  The Confidential, Nonpublic Nature of the DreamWorks Discussions ...........18 

4.  Insider Trading in DreamWorks ......................................................................21 

5.  M. Yin and the relief defendants’ substantial profits from well-timed 
insider trading ..................................................................................................27 

6.  The Highly Suspicious Nature of the April 2016 DreamWorks Trading ........28 

7.  PAG’s Simultaneous Involvement in the Lexmark Deal .................................31 

B.  Insider Trading in Lattice.............................................................................................33 

1.  The Lattice Deal and Announcement ..............................................................33 

2.  The Price Movement of Lattice Stock on the News of the Deal .....................38 

3.  The Confidential, Nonpublic Nature of the Lattice Discussions .....................39 

4.  The Insider Trading in Lattice .........................................................................41 

5.  M. Yin tells three third-parties to buy Lattice stockError! Bookmark not defined. 

6.  M. Yin and the relief defendants’ substantial profits from well-timed 
insider trading in Lattice ..................................................................................49 

7.  The Highly Suspicious Nature of the Lattice Trading .....................................51 

C.  M. Yin’s Control Over All of the DreamWorks and Lattice Trading .........................53 

D.  M. Yin and the Interactive Brokers Accounts Engaged in Other Profitable, Well-

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SECOND AMENDED COMPLAINT iii  
 

Timed Trading Prior to Merger and Acquisition News ...............................................56 

1.  Giant Interactive...............................................................................................57 

2.  58.com. .............................................................................................................58 

3.  CTrip… ............................................................................................................58 

4.  Jinpan.. .............................................................................................................59 

E.  Yin’s FBI Interview .....................................................................................................60 

F.  Attempted Withdrawals of Over $35 million From the Interactive Brokers 
Accounts ......................................................................................................................61 

1.  Attempted withdrawals from Su’s account ......................................................61 

2.  Attempted withdrawals from Z. Yin’s account ................................................61 

3.  Attempted withdrawals from Qin’s account ....................................................62 

4.  Attempted withdrawals from Zhou’s account..................................................63 

5.  Attempted withdrawals from Xie’s account ....................................................63 

G.  M. Yin’s Possession of, and Trading on, Material Nonpublic Information ................63 

FIRST CLAIM FOR RELIEF .............................................................................................................68 

SECOND CLAIM FOR RELIEF ........................................................................................................69 

PRAYER FOR RELIEF ......................................................................................................................70 

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Plaintiff Securities and Exchange Commission (“SEC”) alleges, for its Complaint against 

defendants SHAOHUA YIN and BENJAMIN BIN CHOW and relief defendants LIZHAO SU, 

ZHIQING YIN, JUN QIN, YAN ZHOU, BEI XIE, and CHAOFENG JI, as follows: 

SUMMARY 

1. This is an insider trading case.  Defendant Shaohua (Michael) Yin (“M. Yin”) was a 

hedge fund manager with an arsenal of contacts in the Hong Kong and Beijing financial industry.  

In 2016, he amassed huge positions in two U.S.-based issuers – DreamWorks Animation SKG, Inc. 

(“DreamWorks”) and Lattice Semiconductor Corporation (“Lattice”).  He made these trades, 

however, not in brokerage accounts held in his own name, but in five trading accounts nominally 

held by a group of relief defendants living Beijing, including his septuagenarian mother and father.  

M. Yin did so for the apparent purpose of evading regulatory scrutiny.  On paper, he had no 

immediate connection to the remarkable – both in terms of size and leverage – trading engaged in 

by those five accounts.  That surreptitious trading in the securities of DreamWorks and Lattice 

proved profitable.   

2. From April 4 to April 25, 2016, M. Yin meticulously assembled an enormous 

position in the securities of DreamWorks, collectively buying nearly 2.15 million shares of the 

company at an average price of $26.25 per share.  Although those accounts had never traded in 

DreamWorks before April 4, over the next three weeks, purchases by these five individual trading 

accounts – nominally owned by two elderly retirees, an electrical company employee, a teacher and 

a natural resources manager – accounted for 16.9% of all market trading in DreamWorks.  M. Yin’s 

timing was impeccable.  After the markets closed on April 26, 2016, rumors of DreamWorks’ 

potential acquisition by Comcast Corporation (“Comcast”) were publicly reported for the first time.  

Two days later, on April 28, Comcast and DreamWorks jointly announced that Comcast would 

acquire DreamWorks at a price of $41 per share.  The market’s reaction to this news was 

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immediate:  from April 26 to April 28, 2016, DreamWorks’ share price rose 47.3%, from $27.12 

per share to $39.95 per share.  In all, the five brokerage accounts realized more than $29 million in 

profits from their trading in DreamWorks.   

3. Not content with this eight-figure windfall, M. Yin then turned his attention to 

Lattice.  Beginning in July, M. Yin once again compiled a large stake in a U.S.-based issuer over 

the course of the next several months.  By November 2, 2016, the five nominee accounts held a total 

of 7,042,714 shares of Lattice, acquired at an average price of $6.35 per share for a total cost of 

$44,692,934.  These stock purchases by just five individual trading accounts constituted an outsized 

share of all market trading in Lattice – all told, the five nominee accounts were responsible for 6.3% 

of all market trading during the four months M. Yin was stockpiling his Lattice position, and on 7 

different trading days, M. Yin’s trading constituted at least 25% of the daily trading volume.  As 

with DreamWorks, M. Yin’s timing was auspicious.  On November 3, 2016, just one day after M. 

Yin’s last round of Lattice stock purchases, the company announced that it was being acquired by 

Canyon Bridge Capital Partners, Inc. (“Canyon Bridge”) at a price of $8.30 per share.  The market 

immediately reacted to this new information by driving up the price of Lattice’s stock by over 18%, 

from $6.37 per share to $7.55 per share.  The five accounts promptly started selling their position, 

realizing gains of more than $6.4 million and retaining a number of shares with unrealized gains of 

over $620,000, for a total profit of over $7.1 million. 

4. The precision with which these trades were timed, combined with the sheer scale in 

which they occurred, was not the product of chance.  M. Yin coordinated the five nominee 

accounts’ massive trading in DreamWorks and Lattice securities while in possession of material, 

nonpublic information concerning the companies’ business combinations.   

5. While trading in DreamWorks, M. Yin was in communication with relief defendant 

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 3  
 

Chaofeng Ji (“Ji”), an asset manager with ties to PAG Asia Capital (which had worked to acquire 

DreamWorks in spring 2016, only to be out-bid by Comcast).  While trading in Lattice, M. Yin was 

in steady communication with defendant Benjamin Bin Chow, Canyon Bridge’s chief negotiator in 

its deal to acquire Lattice.  From July to November 2016, as Chow was engaged in his pursuit of 

Lattice on Canyon Bridge’s behalf, he text-messaged, spoke by phone, and met in-person with Yin 

on more than a dozen occasions.  Through those contacts, Chow conveyed confidential information 

to M. Yin about Canyon Bridge’s negotiations with Lattice, including the timing of key steps in 

finalizing the deal.  And even after the public announcement of Lattice’s merger agreement, Chow 

continued to tip Yin material non-public information about the deal’s odds of securing regulatory 

approval.  On information and belief, Chow did so with the expectation that M. Yin would trade on 

that information, as evidenced by M. Yin’s consistent pattern of significant Lattice purchases in the 

wake of his contacts with Chow and/or the occurrence of significant events in the Lattice – Canyon 

Bridge deal chronology.        

6. DreamWorks and Lattice were not the only block of suspicious trades by M. Yin and 

the five nominee accounts.  Those same accounts also profitably traded in the securities of three 

China-based public companies – 58.com Inc. (“58.com”), CTrip.com (“CTrip”), and Giant 

Interactive Group Inc. (“Giant Interactive”) – in advance of market-moving announcements.  

Returns from this additional trading constitute another $14 million in highly suspect trading profits.  

Significantly, M. Yin’s trading profits were not the product of any discernable investing acumen.  

Although the five accounts had traded in over 200 different securities from account opening through 

the end of January 2017, their trading in DreamWorks, 58.com, CTrip, Giant Interactive, and 

Lattice constituted 97% of the accounts’ overall profits, even though those trades comprised just 

3.2% of the total dollar amounts invested.   

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7. On February 3, 2017, just before he boarded a flight to China, the FBI executed a 

search warrant on M. Yin at the San Jose International Airport.  M. Yin admitted to the FBI that he 

controlled the five nominee accounts, and right before leaving the United States, he frankly asked 

the FBI if his trading accounts would be frozen.  To no surprise then, from February 5 to 9, a flurry 

of activity – a rash of serial withdrawal requests, stock sales, and communications to the brokerage 

firm – ensued in connection with the five nominee accounts.  Altogether, M. Yin and/or the relief 

defendants attempted to withdraw more than $35 million from the five nominee accounts and 

transfer it to bank accounts in Hong Kong in the week between M. Yin’s February 3 FBI interview 

and this Court’s imposition of an emergency asset freeze on February 10, 2017.            

8. Information from M. Yin’s phone and other sources identified Chow as the 

individual who tipped M. Yin about Lattice.  On October 30, 2017, the U.S. Attorney’s Office for 

the Southern District of New York announced the indictment of Chow for 13 counts of securities 

fraud and one count of conspiring to commit securities fraud arising from his alleged tipping of 

material nonpublic information relating to the Lattice transaction.  On April 24, 2018, Chow was 

found guilty on one count of conspiracy to commit securities fraud and seven counts of securities 

fraud. 

9. Because M. Yin’s $35 million in trading profits are a consequence of his insider 

trading, tipped by Chow, Ji, and possibly others, the SEC brings this enforcement action to put a 

stop to defendants’ illegal conduct.  

NATURE OF THE PROCEEDINGS AND REQUESTED RELIEF 

10. The SEC brings this action pursuant to the authority conferred upon it by Section 

21(d) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78u(d)]. 

11. The SEC seeks a permanent injunction against defendants Shaohua (Michael) Yin 

and Benjamin Bin Chow enjoining them from engaging in the transactions, acts, practices, and 

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 5  
 

courses of business alleged in this Complaint, defendant M. Yin’s disgorgement of all ill-gotten 

gains from the unlawful insider trading activity set forth in this Complaint, together with 

prejudgment interest, and civil penalties against defendants M. Yin and Chow pursuant to Section 

21A of the Exchange Act [15 U.S.C. § 78u-l].  The SEC also seeks disgorgement of all ill-gotten 

gains from that illegal trading, along with prejudgment interest, from relief defendants Lizhao Su, 

Zhiqing Yin, Jun Qin, Yan Zhou, Bei Xie, and Chaofeng Ji.  The SEC further seeks any other 

equitable relief the Court may deem appropriate pursuant to Section 21(d)(5) of the Exchange Act 

[15 U.S.C. § 78u(d)(5)]. 

JURISDICTION AND VENUE 

12. This Court has jurisdiction over this action pursuant to Sections 21(d), 21(e), and 27 

of the Exchange Act [15 U.S.C. § 78u(d), 78u(e), and 78aa]. 

13. Venue lies in this Court pursuant to Section 21(d), 21A, and 27 of the Exchange Act 

[15 U.S.C. § 78u(d), 78u-1, and 78aa].  Certain of the acts, practices, transactions, and courses of 

business alleged in this Complaint occurred within the Southern District of New York and 

elsewhere, and were effected, directly or indirectly, by making use of means or instrumentalities of 

transportation or communication in interstate commerce, or the mails, or the facilities of a national 

securities exchange.  During the time of the conduct at issue, shares of DreamWorks and Lattice 

stock were both traded on the NASDAQ Stock Exchange (“NASDAQ”), which is headquartered in 

New York, New York.   

DEFENDANT 

14. Shaohua (Michael) Yin (“M. Yin”) is 45 years old and a citizen of China.  His 

email address is [email protected].  He maintains residences in the Shunyi district of Beijing, 

China and Palo Alto, California, and is primarily based in Beijing.  He was, until his resignation in 

February 2017, a partner and managing director at Summitview Capital Management Limited 

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(“Summitview”), which has its principal office in Hong Kong, China.  At Summitview, M. Yin 

managed an investment fund called the Summitview China Fund.  He is also a partial owner of 

Beijing Yuanshan Jingxing Investment Consultancy LLC, which provided investment consultancy 

services (including research services) to Summitview.   

15. M. Yin has an MBA in Finance from the Wharton School of Business at the 

University of Pennsylvania.  M. Yin has worked in the financial industry for over 10 years, first 

with UBS Securities Hong Kong Ltd., an investment bank, and then, for approximately four years, 

with Warburg Pincus Asia LLC, a private equity firm, before becoming a partner at Summitview 

Capital in 2011.   

16. M. Yin is the sole owner of three accounts at Fidelity Brokerage Services LLC 

(“Fidelity”) (with account numbers ending in XXX-XX9920, XXX-XX1290, and XXX-XX3404).  

He is also the joint owner, with his wife Jing Wang, of a fourth Fidelity account (with an account 

number ending in XXX-XX2962).   

17. All of M. Yin’s accounts at Fidelity list his address as 663 Georgia Ave., Palo Alto, 

California.  He has never traded in DreamWorks in any of his Fidelity accounts, however, as alleged 

below, both of M. Yin’s parents (each of who is a relief defendant) traded profitably in 

DreamWorks, realizing profits of over $25 million.   

18. M. Yin has a bank account at HSBC Bank USA, N.A. (with an account number 

ending in XXX-XXXX77-833).  He also has an account, with his wife Jing Wang, at Wells Fargo 

(with an account number ending in XXXXXX4648).   

19. Benjamin Bin Chow (“Chow”) is 45 years old and resides in Palo Alto, California 

and Beijing, China.  Chow received a Ph.D. in Aeronautics from the California Institute of 

Technology in 2001 and an MBA from the University of California, Los Angeles in 2003.  From 

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2004-2007, Chow worked at Warburg Pincus in Hong Kong, the same place that M. Yin worked at 

from 2007-2011.  Chow has described M. Yin as a former colleague from Warburg Pincus and as a 

social acquaintance.  After leaving Warburg Pincus, Chow worked for another private equity firm 

before joining a digital entertainment company based in China.  In February 2016, Chow began 

working as a Managing Director at China Reform Fund Management Co. Ltd. (“China Reform 

Fund”), a private equity fund sponsored by entities controlled by the Chinese government.  In 

October 2016, Chow formed Canyon Bridge Partners, a U.S.-based private equity firm funded in 

large part by entities associated with the Chinese government, and became the managing partner.  

RELIEF DEFENDANTS 

20. Lizhao Su (“Su”) is 79 years old and resides in Beijing, China.  Her email address is 

[email protected].  Su is the mother of defendant M. Yin and is the wife of co-relief 

defendant Zhiqing Yin.   

21. On June 4, 2008, Su opened an account at E*Trade Financial Corporation 

(“E*Trade”) (with an account number ending in XXXX-2058) through its Hong Kong office.  On 

January 19, 2015, E*Trade notified Su that it was exercising its discretion to close her account.   

22. At M. Yin’s direction and at least in part with money from M. Yin, on or about 

October 3, 2013, Su opened a trading account at Interactive Brokers LLC (“Interactive Brokers”) 

(with an account number ending in UXXX9828) that is still active.   

23. As of October 19, 2015, she also had a margin securities trading account at BOCI 

Securities, Ltd. (“BOCI”) (with an account number ending in XXXXXXX-2000).     

24. Su has a bank account at HSBC Hong Kong (with an account number ending in 

XXX-XXXXX5-833). 

25. Su’s Interactive Brokers account purchased nearly 850,000 shares of DreamWorks 

from April 4, 2016 through April 21, 2016, using margin to cover the cost of over $21.8 million.  

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On April 28, 2016, her account began selling its DreamWorks positions, which were now worth 

nearly $34 million, resulting in a net gain of approximately $12 million.   

26. Su’s Interactive Brokers Account purchased 2,502,804 shares of Lattice stock from 

September 13, 2016 through November 2, 2016 at a cost of over $16 million.  On November 3, 

2016, over 1.46 million Lattice shares were sold out of the account resulting in a realized gain of 

approximately $1.75 million.  In the days following the FBI interview on February 3, 2017, the 

account sold over 700,000 more shares of Lattice, realizing further profits of more than $430,000.  

The remaining shares were still held in the account as of May 26, 2017 and had an unrealized gain 

of more than $204,000 based on the closing price of Lattice’s stock on that day.  Su’s account 

therefore had a net gain on the Lattice trading of more than $2.3 million. 

27. According to information provided to Interactive Brokers when she opened the 

account, Su is retired but nonetheless has a net income of $100,000-$150,000.  Her trading in 

DreamWorks and Lattice was also disproportionate to her stated net worth of $1,000,000-

$5,000,000.   

28. A declaration sworn to by Su on February 27, 2017 nonetheless claims that her 

monthly income is approximately $725, and, that other than her Interactive Brokers account, she has 

total bank and brokerage assets of less than $47,000. 

29. Zhiqing Yin (“Z. Yin”) is 80 years old and resides in Beijing, China.  He is the 

father of defendant M. Yin and the husband of co-relief defendant Su. 

30. At M. Yin’s direction and at least in part with money from M. Yin, Z. Yin opened an 

account at Interactive Brokers (with an account number ending in UXXX9198) on May 28, 2015.  

This account was initially funded by transfers from a bank account in the name of Z. Yin at HSBC 

in Hong Kong (with an account number ending in XXX-XXXXX4-888).   

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31. Z. Yin’s Interactive Brokers account purchased nearly 1 million shares of 

DreamWorks from April 5, 2016, through April 25, 2016, using margin to cover the cost of over 

$26.5 million.  On April 28, 2016, his account began selling its DreamWorks shares, which were 

now worth almost $40 million, resulting in a net gain of more than $13.2 million.   

32. Z. Yin’s Interactive Brokers Account purchased over 2.7 million shares of Lattice 

stock from July 5, 2016 through November 2, 2016 at a cost of over $17 million.  On November 3, 

2016, the Z. Yin Interactive Brokers Account sold over 1.2 million shares out of the account, 

resulting in a realized gain of over $2 million.  Within days after the FBI interview, the Z. Yin 

account started selling more shares, realizing additional gains of over $450,000.  The account still 

held approximately 726,000 shares as of May 26, 2017 with an unrealized gain of approximately 

$416,000 based on the closing price of Lattice’s stock on that day.  Thus, Z. Yin’s account had a 

total gain from the Lattice trading of over $2.9 million. 

33. According to information provided to Interactive Brokers when he opened the 

account, Z. Yin is retired but nonetheless has a net income of $250,000-$500,000.  His trading in 

DreamWorks and Lattice was also disproportionate to his stated net worth of $5,000,000,000-

$10,000,000.   

34. A declaration sworn to by Z. Yin on February 27, 2017 nonetheless claims that his 

monthly income is approximately $1,160, and, that other than his Interactive Brokers account, he 

has total bank and brokerage assets of less than $130,000. 

35. Jun Qin (“Qin”) is 47 years old and resides in Beijing, China.  He is a Quality 

Department Manager at Legrand (Beijing) Electrical Co., Ltd., and is M. Yin’s cousin.   

36. At M. Yin’s direction and at least in part with money from M. Yin, Qin opened an 

account at Interactive Brokers on June 16, 2015 (with an account number ending in UXXX8920).  

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This account was initially funded by transfers from a bank account in the name of Jun Qin at HSBC 

in Hong Kong (with an account number ending in XXX-XXXXX9-833).   

37. Approximately half of the money in the Qin account belongs to M. Yin.  M. Yin 

traded with his own money through Qin’s account solely so that he could avoid reporting his trading 

to his employer’s compliance department. 

38. Qin’s Interactive Brokers account purchased over 201,000 shares of DreamWorks 

from April 12, 2016 to April 19, 2016, using margin to cover the cost of over $5.2 million.  On 

April 28, 2016, his account began selling its DreamWorks shares, which were now worth over $8 

million, resulting in a net gain of nearly $2.8 million.   

39. Qin’s Interactive Brokers Account purchased approximately 1.46 million shares of 

Lattice stock from September 13, 2016 through November 2, 2016 at a cost of over $9.3 million.  

On November 3, 2016, the Qin Interactive Brokers Account sold almost half of the shares out of the 

account, resulting in a realized gain of over $800,000.  Shortly after the FBI interview, the 

remaining 800,000 Lattice shares in the account were sold, resulting in an additional realized gain 

an unrealized gain of over $560,000.  Combined, Qin’s total gain from the Lattice trading was over 

$1.3 million. 

40. According to information provided to Interactive Brokers when he opened the 

account, Qin has a net income of $150,000-$250,000.  His trading in DreamWorks and Lattice was 

also disproportionate to his stated net worth of $1,000,000-$5,000,000. 

41. A declaration sworn to by Qin on February 27, 2017 nonetheless claims that his 

monthly income is approximately $1,744, and, that other than his Interactive Brokers account, he 

has total bank and brokerage assets of less than $1,725. 

42. Yan Zhou (“Zhou”) is 35 years old and resides in Beijing, China.  She is a teacher at 

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Beijing Menghuanxuanly International Education Advisory Co., Ltd., and also teaches piano to the 

children of M. Yin. 

43. At M. Yin’s direction, Zhou opened an Interactive Brokers account (with an account 

number ending in UXXX1566) on January 18, 2015.  This account was initially funded by transfers 

in February 2015 totaling $400,000 from an account in her name at HSBC in Hong Kong (with an 

account number ending in XXX-XXXXXX-8880).   

44. From April 11-14, 2016, Zhou’s Interactive Brokers account purchased 55,400 

shares of DreamWorks at a cost of about $1.4 million.  On April 20, her account sold 15,400 

DreamWorks shares for about $416,000.  The next day, her account purchased 10,000 DreamWorks 

shares for about $271,500, resulting in her holding exactly 50,000 shares.  After the news broke, her 

account sold all 50,000 shares on April 27, 2014, for about $1.7 million.  Her total profits from 

DreamWorks trading were approximately $400,000.   

45. Zhou’s Interactive Brokers Account purchased 210,000 shares of Lattice stock from 

October 11, 2016 through October 21, 2016 at a cost of around $1.35 million.  On November 3, 

2016, all of those shares were sold out of the account, resulting in a gain of over $230,000. 

46. According to information provided to Interactive Brokers when she opened the 

account, Zhou has a net income of $150,000-$250,000.  Her trading in DreamWorks and Lattice 

was disproportionate to her stated net worth of $500,000-$1,000,000.   

47. A declaration sworn to by Zhou on February 27, 2017 nonetheless claims that her 

monthly income is approximately $334, in addition to cash payments from parents of piano 

students, and, that other than her Interactive Brokers account, she has total bank and brokerage 

assets of approximately $25,000. 

48. Bei Xie (“Xie”) is 30 years old and resides in Beijing, China.  She is a section 

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member at PetroChina Coalbed Methane Co., Ltd.  Xie is a cousin or other relative of relief 

defendant Chaofeng Ji. 

49. At M. Yin’s direction, and with money from relief defendant Chaofeng Ji, Xie 

opened an Interactive Brokers account (with an account number ending in UXXX3862) on February 

17, 2016.  This account was initially funded by transferring HDK$2,000,000 (Hong Kong dollars, 

worth approximately $257,350) and $341,900 (in U.S. dollars) from an HSBC account in her name 

(with an account number ending in XXX-XXXXX4-888).    

50. Xie’s Interactive Brokers account purchased 80,549 shares of DreamWorks from 

April 5, 2016 to April 14, 2016 at a cost of over $2 million.  On April 20, 2016, she sold 30,549 

shares for $827,878, leaving her with exactly 50,000 shares of DreamWorks.  She held these until 

after the news broke.  From April 27-29, 2016, Xie sold her remaining 50,000 shares for 

approximately $1.9 million.  Her total profits from the DreamWorks trades were approximately 

$600,000. 

51. Xie’s Interactive Brokers Account purchased 125,000 shares of Lattice stock from 

October 11, 2016 through October 19, 2016 at a cost of over $800,000.  On November 3, 2016, all 

of those shares were sold out of the account, resulting in a gain of almost $150,000. 

52. According to information provided to Interactive Brokers when she opened the 

account, Xie has a net income of $250,000-$500,000.  Her trading in DreamWorks and Lattice was 

disproportionate to her stated net worth of $1,000,000-$5,000,000.   

53. A declaration sworn to by Xie on February 27, 2017 nonetheless claims that her 

monthly income is approximately $1,163, and, that other than her Interactive Brokers account, she 

has total bank and brokerage assets of less than $58. 

54. Chaofeng Ji (“Ji”) is 38 years old and resides in Beijing, China.  He is a managing 

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director in the asset management division of Legend Holdings, a China-based conglomerate.  He 

previously worked at UBS Securities Hong Kong Limited with M. Yin, and M. Yin described him 

to the FBI as a friend.  Ji is a relative of relief defendant Bei Xie and according to M. Yin, Xie’s 

Interactive Brokers account is Ji’s “family account.”   

RELEVANT ENTITIES 

55. Comcast Corporation (“Comcast”) is a global media and technology company and 

is a Pennsylvania corporation with its principal place of business in Philadelphia, Pennsylvania.  

Securities in Comcast are publicly traded on NASDAQ under the ticker CMCSA.  NBCUniversal is 

a division of Comcast with its headquarters in New York, NY.   

56. DreamWorks Animation SKG, Inc. (“DreamWorks”) is an animation studio that 

creates features films, television specials and series and live entertainment properties and was a 

Delaware corporation with its principal place of business in Glendale, California.  Prior to August 

22, 2016, when its acquisition by Comcast was completed, securities in DreamWorks were publicly 

traded on NASDAQ under the ticker DWA. 

57. PAG Asia Capital (“PAG”) is an Asia-focused private equity fund manager based 

in Hong Kong and Shanghai, China.  

58. Giant Interactive Group Inc. (“Giant Interactive”) is a China-based online game 

developer and operator in China.  Securities (American depositary receipts) in Giant Interactive are 

publicly traded on the New York Stock Exchange (“NYSE”) under the ticker symbol GA. 

59. 58.com Inc. (“58.com) is a China-based company that operates an online 

marketplace.  Securities (American depositary receipts) in 58.com are publicly traded on the NYSE 

under the ticker symbol WUBA. 

60. Jinpan International Limited (“Jinpan”) is a China-based company that designs, 

manufactures and sells electrical power control and distribution products.  Securities in Jinpan are 

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publicly traded on NASDAQ under the ticker symbol JST. 

61. CTrip.com International Ltd. (“CTrip”) is a China-based international travel 

company.  Securities in CTrip are publicly traded on NASDAQ under the ticker symbol CTRP. 

62. Lattice Semiconductor Corporation (“Lattice”) is a company that develops 

semiconductor technologies that it monetizes through products, solutions and licenses.  Lattice is 

organized under the laws of Delaware with its principal place of business in Portland, Oregon.  

Securities in Lattice are publicly traded on NASDAQ under the ticker symbol LSCC.  

63. Lexmark International Inc. (“Lexmark”) is a printing and software company with 

its principal place of business in Lexington, Kentucky.  Prior to November 29, 2016, its securities 

had been publicly traded on the New York Stock Exchange under the symbol LXK.   

64. Legend Holdings Corp. (“Legend”) is a Chinese conglomerate that owns, among 

other businesses, the Lenovo brand of personal computers and mobile phones and Legend Capital, a 

venture capital firm.     

65. Canyon Bridge Partners (“Canyon Bridge”) is a purportedly U.S.-based private-

equity fund that was formed in 2016 for the purpose of acquiring Lattice.  In November 2016, 

Canyon Bridge represented that it had only one limited partner at the time – a wholly-owned 

subsidiary of China Venture Capital Fund Corporation Limited.  According to news reports issued 

following the announcement of the Lattice – Canyon Bridge transaction, Canyon Bridge may be 

financed in part by Chinese state-owned investment funds.  

FACTUAL ALLEGATIONS 

A. Insider Trading in DreamWorks  

66. The five Interactive Brokers accounts of relief defendants Su, Z. Yin, Qin, Zhou and 

Xie purchased, in total, over $56 million of DreamWorks stock between April 4 and April 25, 2016, 

when the company was engaged in confidential merger acquisitions with PAG and Comcast.  On 

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March 31, 2016, PAG made a confidential offer to acquire the company at $35 per share.  That offer 

was discussed by DreamWorks’ board of directors on April 4.  On April 19, Comcast made a 

confidential offer to acquire DreamWorks of its own.  And then on April 26, rumors of a merger 

were published.  On every single trading day between that April 4th board meeting to consider 

PAG’s offer and the eve of that April 26th news leak, the relief defendants’ accounts, which had 

never before traded in DreamWorks stock, purchased almost 2.15 million DreamWorks shares at an 

average price of $26.25 per share.  In so doing, the relief defendants’ accounts collectively became 

one of the ten largest shareholders of the company, based on holdings reported to the SEC by 

institutional investors.  They then made over $29 million in profit when they ultimately sold their 

large, accumulated stake in the film studio shortly after the company officially announced the deal 

on April 28th.  M. Yin controlled and effectuated all of these account purchases, generating over 

$25 million of profit for the accounts of his mother and father, Su and Z. Yin. 

1. The DreamWorks’ Deal and Announcement 

67. In early December 2015, PAG discussed with the Zhonghong Group the possibility 

of exploring a deal involving DreamWorks.  These discussions were preliminary in nature and no 

specific deal terms were discussed.  

68. In early February 2016, PAG approached DreamWorks about a possible investment 

deal.  After PAG executed a confidentiality agreement, the CEO and chairman of PAG met with the 

CEO of DreamWorks on or about February 9, 2016.  Discussions and due diligence carried out 

pursuant to the confidentiality terms regarding PAG acquiring DreamWorks continued throughout 

February, March, and April 2016.   

69. On February 28, 2016, PAG made an offer of $33 per share in cash to acquire 

DreamWorks. 

70. On March 8, 2016, PAG submitted a signed, non-binding letter of interest to 

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DreamWorks’ CFO and Board of Directors expressing interest in acquiring DreamWorks at $35 per 

share.  

71. On March 29, 2016, DreamWorks’s CFO sent PAG a confidential, non-binding term 

sheet regarding the acquisition of DreamWorks by PAG.   

72. On March 31, 2016, PAG sent a revised confidential, non-binding term sheet to 

DreamWorks’ CFO regarding the acquisition of DreamWorks by PAG.  

73. On April 4, 2016, the board of directors of DreamWorks met to consider the revised 

term sheet for an acquisition by PAG.  Under the terms of that confidential term sheet, the 

DreamWorks shares would be purchased at a price of $35 per share.  This proposed transaction 

price represented about a 40% premium over the closing price on April 4 of $24.99 per share.   

74. In a confidential meeting on April 4, 2016, the transaction committee of the board of 

directors of DreamWorks, composed of the board’s independent directors, voted unanimously to 

authorize continued discussions with PAG on the terms outlined in the term sheet, including the 

purchase price of $35 per share.   

75. Following this vote, the approved term sheet was sent to PAG and its legal advisors 

later that day, April 4, 2016.  PAG and DreamWorks then began drafting a merger agreement and 

continued with due diligence.  

76. On April 11, 2016, after several days of confidential negotiations and due diligence 

by PAG, DreamWorks’s outside counsel sent a draft of the definitive merger agreement for the 

proposed deal to PAG.  

77. On April 13, 2016, the CEO and chairman of the board of Comcast contacted the 

CEO of DreamWorks to express interest in a possible acquisition of DreamWorks.   

78. The next day, on April 14, 2016, Comcast commenced confidential negotiations to 

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acquire DreamWorks.  Meanwhile, DreamWorks continued to move forward with its confidential 

negotiations with PAG. 

79. On April 19, 2016, Comcast delivered a confidential proposal to DreamWorks 

proposing that Comcast acquire DreamWorks at a price of $35 per share.   

80. Meanwhile, on April 27, 2016, PAG contacted DreamWorks to reiterate its proposal 

to acquire DreamWorks at $35 per share and sent confirmation of its ability to fund the deal.  

81. After further confidential discussions between the two companies, Comcast 

ultimately offered, in a confidential offer on April 27, 2016, to acquire DreamWorks at a price of 

$41 per share, subject to certain conditions.   

82. On April 28, 2016, the DreamWorks board convened and voted unanimously to 

approve the merger agreement with Comcast.  

83. The DreamWorks-Comcast agreement was announced the same day, April 28, 2016 

at 6:00 a.m. PST.   

2. The Price Movement of DreamWorks Stock on the News of the Deal 

84. In April 2016, before news of the acquisition of DreamWorks became public, shares 

of DreamWorks had traded in a range between $24.08 and $27.35 per share.  The share price closed 

at $27.15 per share on April 26, 2016.   

85. Late in the evening of April 26, 2016, after the markets had closed, various 

publications reported rumors that Comcast was in discussions to acquire DreamWorks for over $3 

billion.  Additional articles reporting similar rumors were published on April 27, 2016 

86. After the market opened on April 27, 2016, the price of DreamWorks shares went 

up, closing on April 27, 2016 at $32.20 per share, an increase of about 18.7%.   

87. When the rumors were confirmed with DreamWorks’ official announcement of the 

acquisition and its terms – issued before the markets opened on April 28, 2016 – the stock price rose 

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further, closing that day at $39.95, about a 24% increase over the prior day.  This also represented 

an approximate 47.3% increase over the price the shares were trading at before the rumors of an 

acquisition were reported on April 26th.   

88.  The news further triggered a large increase in the volume of trading in 

DreamWorks.  On April 26, 2016, 645,400 DreamWorks shares were traded.  On April 27, the 

volume increased to 11,670,900, a 1,708.3% increase.  On April 28, the trading volume increased 

further to 44,817,000 shares traded.  This was a 284.0% increase over the prior day, and a 6,844.0% 

increase over the trading volume on April 26.   

3. The Confidential, Nonpublic Nature of the DreamWorks Discussions 

89. DreamWorks, PAG, and Comcast all made efforts to keep their discussions 

confidential and non-public.   

90. On February 7, 2016, at the outset of the confidential discussions between 

DreamWorks and PAG, the two parties executed a confidentiality agreement covering their 

discussions.   

91. Similarly, as soon as Comcast began confidential negotiations with DreamWorks, 

the two companies entered into a confidentiality agreement on April 15, 2016 covering their 

discussions.   

92. In addition to executing confidentiality agreements with both PAG and Comcast, 

DreamWorks also has policies and procedures in place to maintain the confidentiality of non-public 

information.   

93. DreamWorks’ Code of Business Conduct and Ethics contains procedures that 

DreamWorks used to insure the confidentiality of material, non-public information regarding its 

discussions with PAG and Comcast prior to the public dissemination of that information.   

94. Among other things, it requires all employees to maintain the confidentiality of any 

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confidential information entrusted to them by DreamWorks, except when authorized to disclose it 

by DreamWorks’ legal department or required to disclose it by law.   

95. Similarly, PAG took steps to protect the non-public information it obtained during 

the negotiations.  It limited information about the deal to a small group of employees at the 

company, and often used a code name, “Project Dragon,” to refer to the potential acquisition. 

96. PAG only shared information about the potential DreamWorks deal with O’Melveny 

& Myers LLP (its legal advisor), its financial due diligence advisor (Ernst & Young), and two 

potential financing sources (Bank of America Merrill Lynch and Zhonghong Group).   

97. Likewise, Comcast has a number of policies in place to protect the confidentiality of 

material non-public information in its possession.   

98. Among other things, Comcast has a Corporation Code of Conduct, which includes an 

insider trading policy that directs personnel to maintain the confidentiality of non-public 

information, whether about Comcast or third parties, they may learn of in the course of their work 

for Comcast.  It also has a Fair Disclosure Policy, which prohibits any employees other than 

authorized spokespersons from sharing material, non-public information with the financial 

community, shareholders, and debt holders.   

99. The advisors to the participants in these negotiations were equally bound to maintain 

the confidentiality of the negotiations, both through the confidentiality agreements signed by the 

key participants and by the advisors’ own internal policies.   

100. For example, Centerview Partners LLC (“Centerview”) advised DreamWorks on 

both the PAG offer and the Comcast offer starting February 29, 2016.   

101. Centerview has a compliance manual that includes a detailed section on the 

protection of confidential information.  Among other things, the compliance manual reminds 

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employees that they are in a fiduciary relationship with Centerview and are therefore obligated to 

maintain in the strictest confidence all confidential information, such as information about a client’s 

proposed merger or acquisition, and to use such information only as necessary in the ordinary 

course of performing their duties as an employee of Centerview and in furtherance of Centerview’s 

business.  It specifically prohibits employees from using confidential information for their own 

purposes, such as trading, or disclosing it to anyone outside Centerview except as necessary in the 

performance of their duties in furtherance of Centerview’s business.   

102. Centerview has also adopted a number of practices to ensure the protection of 

confidential information.  They instruct employees to store confidential information electronically 

in network drives that are password protected, for example.  Paper documents are kept in locked 

filing cabinets and shredded when no longer needed.  They also limit dissemination of confidential 

information, even within the same department at Centerview, to those with a need to know.  They 

instruct employees to take care to avoid inadvertent disclosures, prohibiting them from discussing 

confidential information on mobile phones, public telephones or conversations in elevators, taxis, 

planes, restaurants, or in other public spaces.   

103. PJT Partners Inc. (“PJT Partners”) is an investment advisory firm that advised 

Comcast on the DreamWorks acquisition.  PJT Partners first became aware of the deal on April 22, 

2016.   

104. PJT Partners has a number of policies and procedures to ensure the confidentiality of 

material, non-public information it receives.  Among other things, PJT Partners (a) prohibits 

employees from discussing confidential information in public places where there is a risk of being 

overheard; (b) imposes requirements regarding the protection and treatment of confidential 

materials taken outside its office; (c) restricts access to information and documents in its office 

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through use of locked filing cabinets, restrictions on access to areas where confidential information 

is stored, and passwords on electronic documents and databases; (d) instructs employees to only 

disclose confidential information to other employees with a “need to know”; and (e) places 

securities about which PJT has confidential information on a restricted list, which prohibits 

employees and related persons from trading in the stock without approval.   

4. Insider Trading in DreamWorks   

105. Starting April 4, 2016, when the DreamWorks board approved the confidential term 

sheet with PAG, the five accounts at Interactive Brokers held by relief defendants Su, Z. Yin, Qin, 

Zhou and Xie began accumulating shares of DreamWorks.   

106. Before that time, those five accounts had never traded in DreamWorks.   

107. All of the purchases were made before news regarding rumors of a potential Comcast 

acquisition of DreamWorks was reported on April 26, 2016 and before DreamWorks issued its 

official announcement of the Comcast deal on April 28, 2016. 

108. By the time the news of the DreamWorks acquisition broke, their five accounts held 

nearly 2.15 million shares of DreamWorks, which had been purchased for more than $56.3 million.  

After the news broke, they began selling their DreamWorks shares, realizing profits of over $29 

million.    

109. Altogether, the five accounts purchased at least 2,145,986 shares of DreamWorks in 

the span of three weeks, from Monday April 4, 2016, through Monday, April 25, 2016.  In total, the 

accounts spent $56,331,378 to make these purchases.  The purchase prices ranged from $24.01 to 

$27.71 per share, with a weighted average purchase price of $26.25 per share.  Those prices were 

significantly below the $35 per share initial purchase price offered confidentially by PAG on April 

4, 2016, and offered by Comcast on April 19, 2016. 

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a. Su’s Interactive Brokers account 

110. Su’s Interactive Brokers account purchased nearly 850,000 shares of DreamWorks 

from April 4, 2016 through April 21, 2016, using margin to cover the cost of over $21.8 million.  

Specifically: 

(a) On April 4, 2016 – the very day the DreamWorks board approved further 

discussions on the confidential term sheet with PAG with a purchase price of $35 per share – Su’s 

Interactive Brokers began to accumulate a significant stake in DreamWorks.  On that Monday, her 

account purchased 50,000 shares of DreamWorks stock at a price of $24.98 per share, for a total 

cost of $1,249,169. 

(b) Three days later, on Thursday, April 7, 2016, Su’s account purchased another 

25,000 shares at $24.74 per share, for a total cost of $618,580.  The next day, Friday, April 8th, Su 

purchased an additional 18,780 shares at $24.36 per share for a total cost of $457,431.  By the end 

of that week, she had purchased a total of 93,780 shares of DreamWorks stock for a total cost of 

$2,325,180. 

(c) As alleged above, on Monday, April 11, 2016 of the following week, 

DreamWorks circulated a draft, confidential definitive merger agreement for the deal with PAG.  

Beginning on that day, and for every trading day that week except Friday, Su’s Interactive Brokers 

account purchased over 615,000 shares of DreamWorks stock:  39,539 shares at $24.07 per share 

for a total cost of $951,846 on April 11th;  178,256 shares at $24.88 per share for a total cost of 

$4,435,253 on April 12th; 152,279 shares at $25.68 per share for a total cost of $3,911,248 on April 

13th; and 245,102 shares at $26.54 per share for a total cost of $6,503,910 on April 14th. 

(d) So, within eight trading days from the time PAG had made a nonpublic offer 

to purchase DreamWorks at $35 per share, Su’s Interactive Brokers account had purchased a total 

of 708,956 shares for a total cost of $18,127,437 and at a weighted average of $25.57 per share.  

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(e) Su’s account made two more large purchases the following week, purchasing 

an additional 138,544 shares for a total cost of $3,755,136.  On Monday, April 18th, her account 

purchased 88,544 shares at $27.16 per share for a total cost of $2,404,673.  Then, on Thursday, 

April 21st, Su’s account made her final purchase of DreamWorks stock while the confidential $35 

per share offer (from PAG and Comcast) was still nonpublic.  The account acquired 50,000 shares 

at $27.01 per share for a total cost of $1,350,463. 

111. All of these purchases by Su’s account of DreamWorks stock were made, in whole 

or in part, on margin. 

112. Upon information and belief, these were the first purchases that Su’s account had 

made of DreamWorks stock. 

b. Z. Yin’s Interactive Brokers account 

113. Z. Yin’s Interactive Brokers account purchased nearly 1 million shares of 

DreamWorks from April 5, 2016, through April 25, 2016, using margin to cover the cost of over 

$26.5 million.  Specifically: 

(a) On Tuesday, April 5, 2016, a day after DreamWorks’ board authorized 

further discussions on PAG’s confidential $35 per-share offer, the Interactive Brokers account held 

by Z. Yin purchased 75,000 shares of DreamWorks stock at $24.45 per share, for a total cost of 

$1,833,676.  

(b) The next day, Wednesday, April 6, Z. Yin’s account purchased 86,700 shares 

of DreamWorks stock at a price of $25.19 per share and a total cost of $2,183,748. 

(c) His account’s next purchase was the largest made in that account, and took 

place on Friday, April 15 – the only day that his wife, co-defendant Su, did not purchase during that 

week.  On that day, Z. Yin’s account purchased 249,948 shares for $6,662,630 at a price of $26.66 

per share. 

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(d) The following week, when Comcast first made its own confidential $35 per-

share offer, Z. Yin’s Interactive Brokers account purchased every trading day, except on April 21st:  

on Monday, April 18th, his account purchased 72,492 shares at $27.21 per share for a total cost of 

$1,972,281; on Tuesday, April 19th – the day of the Comcast offer – the account made its largest 

purchase of 264,805 shares for $7,213,086 at a price of $27.24 per share; on Wednesday, April 

20th, Z. Yin’s account purchased 155,250 shares at $27.04 per share for a total cost of $4,197,512; 

and on Friday, April 22nd, the account purchased 42,637 shares for $1,153,266 at a price of $27.05 

per share.   

(e) Z. Yin’s Interactive Brokers account made its final purchase of 50,000 shares 

on Monday, April 25, 2016 (two days before news of the deal broke) for a total cost of $1,349,243 

at a price of $26.98 per share. 

114. All of these purchases of DreamWorks stock by Z. Yin’s account were made, in 

whole or in part, on margin. 

115. Upon information and belief, these were the first purchases of DreamWorks stock 

that Z. Yin’s account had made. 

c. Qin’s Interactive Brokers account 

116. Qin’s Interactive Brokers account purchased over 200,000 shares of DreamWorks 

from April 12 to April 19, 2016, using margin to cover the cost of over $5.2 million.  Specifically: 

(a) Qin’s account first started accumulating DreamWorks stock on Tuesday, 

April 12, 2016, when his account purchased 48,551 shares of DreamWorks stock for $1,206,281 at 

a price of $24.85 per share.  The next day, Wednesday, April 13, his account purchased 23,103 

shares at $25.69 per share for a total cost of $593,460.  Then, on Thursday, April 14, Qin’s account 

purchased 90,000 shares of DreamWorks stock at $26.58 per share for a total cost of $2,391,978. 

(b) The next week, on Tuesday, April 19, 2016, Qin’s Interactive Brokers 

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account made its last purchase of DreamWorks stock acquiring 40,000 shares for $1,095,782 at a 

price of $27.39 per share.  

117. All of the purchases of DreamWorks stock by Qin’s account were made, in whole or 

in part, on margin. 

118. Upon information and belief, these purchases of DreamWorks stock were the first 

purchases of that company’s stock by Qin’s account. 

d. Zhou’s Interactive Brokers account 

119. Between April 11 and April 21, 2016, Zhou’s Interactive Brokers account purchased 

a net of 50,000 shares of DreamWorks at a net cost of more than $1.3 million.  Specifically: 

(a) During the week of Monday, April 11, 2016, seven days after a confidential 

$35 per share offer was made to purchase DreamWorks, Zhou’s Interactive Brokers account made 

four purchases of DreamWorks stock:  On April 11th, her account purchased 10,000 shares of 

DreamWorks stock for $241,572 at a price of $24.16 per share; on April 12th, her account 

purchased another 20,000 shares at $24.85 per share and a total cost of $496,997; on April 13th, the 

account purchased 5,400 shares at $25.67 per share for a total cost of $138,600; and on April 14th, 

her account purchased 20,000 shares at $26.32 per share for a total cost of $526,383.  

(b) The next week, on Wednesday, April 20, 2016, Zhou’s account sold 15,400 

DreamWorks shares for $415,807.  The very next day, Thursday, April 21, the Zhou account 

purchased 10,000 shares of DreamWorks stock for a total cost of $271,493 at a price of $27.15 per 

share.  This left her account with exactly 50,000 shares of DreamWorks stock. 

120. All of the purchases of DreamWorks stock by Zhou’s account were made, in whole 

or in part, on margin. 

121. Upon information and belief, these purchases of DreamWorks stock were the first 

purchases of that company’s stock by Zhou’s account. 

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e.  Xie’s Interactive Brokers account 

122. During his FBI interview, M. Yin admitted that relief defendant Ji is the cousin of 

relief defendant Xie, the nominal owner of the Xie Interactive Brokers trading account.  M. Yin and 

Ji are friends and were once colleagues at an international investment bank.  According to M. Yin, 

the Xie account is actually Ji’s “family account,” which Ji asked M. Yin to manage.  On 

information and belief, both Ji and Xie have an ownership interest over the funds in the Xie 

Interactive Brokers account.   

123. Xie’s Interactive Brokers account purchased, net, 50,000 shares of DreamWorks 

from April 5, 2016 to April 14, 2016 at a net cost of more than $1.29 million.  Specifically: 

(a) Xie’s account’s first purchase of DreamWorks stock was on Tuesday, April 

5, 2016, a day after the $35 per-share confidential offer was made.  On that day, the account 

purchased 15,000 shares for $365,569 and at a price of $24.37 per share. 

(b) Her account’s next purchase was a week later, on Tuesday, April 12, 2016, 

when it purchased 25,549 shares at $24.92 per share for a total cost of $636,739.  Her account then 

purchased another 20,000 shares on Wednesday, April 13, for $519,310 and at a price of $25.97 per 

share, and 20,000 more shares on Thursday, April 14, for $526,399 and at a price of $26.32 per 

share.   

(c) On April 20, 2016, her account sold 30,549 shares for $827,878, leaving her 

account with exactly 50,000 shares of DreamWorks stock.  

124. All of the purchases of DreamWorks stock by Xie’s account were made, in whole or 

in part, on margin. 

125. Upon information and belief, these purchases of DreamWorks stock were the first 

purchases of that company’s stock by Xie’s account.  

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5. M. Yin and the relief defendants’ substantial profits from well-timed insider 
trading  

126. By the close of trading on April 25, 2016, the five Interactive Brokers accounts of 

Su, Z. Yin, Qin, Zhou and Xie held 2,145,986 shares of DreamWorks stock, which they had started 

buying right after PAG offered to buy DreamWorks for $35 per share.  In total, they collectively 

had spent $56,331,378 to purchase these shares for a weighted average purchase price of $26.25 per 

share. 

127. Starting on April 27, 2016 (when rumors of the DreamWorks acquisition by Comcast 

were published) and April 28, 2016 (when the deal was officially announced), the defendants’ 

accounts began to sell their massive positions in DreamWorks.  By the time they were finished 

selling their shares, the defendants’ five accounts had realized a net profit of $29,049,300. 

128. Beginning on April 28, 2016, Su’s Interactive Brokers account sold its nearly 

850,000 shares, resulting in a gain of $11,990,100.  Her account’s return on its DreamWorks trades 

was 54.8% of the notional amount invested.   

129. Beginning on April 28, 2016, Z. Yin’s Interactive Brokers account sold its 996,832 

DreamWorks shares, resulting in a gain of $13,287,438.  His account’s return was 50.0% of the 

notional amount invested.   

130. Beginning on April 28, 2016, Qin’s Interactive Brokers account sold its 201,654 

DreamWorks shares, resulting in a gain of $2,766,318.  His account’s return was 52.3% of the 

notional amount invested.   

131. Beginning on April 27, 2016, Zhou’s Interactive Brokers account sold its 50,000 

DreamWorks shares, resulting in a gain of $399,867.  Zhou’s account’s return was 30.8% of the 

notional amount invested.   

132. Beginning on April 27, 2016, Xie’s Interactive Brokers account sold its 50,000 

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DreamWorks shares, resulting in a gain of $605,577.  Her account’s return was 46.7% of the 

notional amount invested. 

133. The five Interactive Brokers accounts’ net profit from the DreamWorks purchases in 

April 2016 was at least $29,049,300.  This total profit, and the profits for each account, are 

summarized in the following table: 

Relief Defendant Net Profits from 
DreamWorks Trading 

Lizhao Su $11,990,100 

Zhiqing Yin $13,287,438 

Jun Qin $2,766,318 

Yan Zhou $399,867 

Bei Xie $605,577 

TOTAL $29,049,300 
 

6. The Highly Suspicious Nature of the April 2016 DreamWorks Trading   

134. By the time the accounts of Su, Z. Yin, Qin, Zhou and Xie had amassed more than 

the nearly 2.15 million shares of DreamWorks stock, their collective holdings represented 2.7% of 

the outstanding common stock of the company.   

135. Of the 142 institutional investors (having over $100 million in assets) who reported 

owning DreamWorks stock as of December 31, 2015, only 8 firms reported owning a larger 

position in DreamWorks than the approximate 2.15 million shares held by the relief defendants’ 

Interactive Brokers accounts.    

136. The relief defendants’ five accounts had purchased DreamWorks stock on every 

single trading day between April 4, 2016 (the day the $35 per-share confidential offer was made) 

and April 25, 2016 (the day before rumors of a merger were made public).   

137. The trading in DreamWorks stock by the relief defendants’ five Interactive Brokers 

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accounts from April 4 to April 25, 2016 represented 16.9% of all market trading in that stock during 

that time.  In other words, about $1 of every $6 invested in DreamWorks stock during that period 

came from accounts controlled by M. Yin and held in name by the relief defendants. 

138. On a daily basis, trading by these five accounts amounted to a significant percentage 

of the total volume of DreamWorks shares traded, on some days accounting for as much as 34.8% 

of all trading volume in DreamWorks.   

139. Su’s Interactive Brokers account was opened in October 2013, and the other 

accounts – held by Z. Yin, Qin, Zhou and Xie – were opened in 2015 or 2016.  During the time 

these accounts were held by the relief defendants, none of the accounts, on information and belief, 

had ever traded in DreamWorks stock until the three-week period from April 5 to April 25, 2016.  

140. All of the purchases of DreamWorks stock by the relief defendants’ accounts during 

the April 4-25, 2016 period were made, in whole or in part, on margin.   

141. All of the purchases of DreamWorks stock by the defendants’ accounts during this 

period were made by M. Yin. 

142. Also, these purchases cannot be explained by any publicly available news about 

DreamWorks in April.  DreamWorks had filed its annual report (on Form 10K) on February 25, 

2016.  No new earnings or quarterly reports were released until May 2016, after the relief 

defendants’ trading in DreamWorks.  The only SEC filing by DreamWorks in March 2016 was a 

report on Form 8-K providing additional details about the employment terms of its chief financial 

officer, Fazal Merchant, who assumed the title of chief accounting officer on March 4, 2016.  On 

April 6, 2016, it was announced that Verizon was acquiring a stake in Awesomeness TV, a 

company acquired by DreamWorks in 2013 and in which DreamWorks retained a controlling 

interest after Verizon’s purchase of a 25% stake.  On April 11, 2016, DreamWorks announced that 

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it would be holding a conference call on May 5, 2016 to announce its first quarter earnings.   

143. None of these news events had an appreciable impact on the stock price.  From 

March 1 through April 26, 2016, DreamWorks’ share price hovered between a high of $27.71 on 

April 19, 2016 and a low of $23.78 on April 5, 2016.   

144. The defendants’ five Interactive Brokers accounts traded on each of the 16 trading 

days preceding the news leak.  On six of those days, the five accounts represented more than 20% 

of the DreamWorks trading volume.  On all but two of those days they accounted for at least 5% of 

the total volume of trades.   

145. The following table shows each day the relief defendants’ five accounts purchased 

DreamWorks shares, the total amount purchased across the five accounts, the total volume of 

DreamWorks shares traded on that day, and the percentage of trading represented by just the five 

accounts. 

Date Total Shares Purchased 
by the Five Accounts 

Total Market 
Trading Volume 

Percentage of 
Trading Volume 

April 4, 2016 50,000 534,400 9.4% 

April 5, 2016 75,000 785,034 9.6% 

April 6, 2016 86,700 1,064,065 8.1% 

April 7, 2016 25,000 852,576 2.9% 

April 8, 2016 18,780 424,967 4.4% 

April 11, 2016 39,539 354,683 11.1% 

April 12, 2016 251,407 913,259 27.5% 

April 13, 2016 200,782 1036,115 19.4% 

April 14, 2016 375,102 1076,412 34.8% 

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Date Total Shares Purchased 
by the Five Accounts 

Total Market 
Trading Volume 

Percentage of 
Trading Volume 

April 15, 2016 249,948 1,181,991 21.1% 

April 18, 2016 161,036 892,849 18.0% 

April 19, 2016 304,805 1,128,098 27.0% 

April 20, 2016 155,250 702,193 22.1% 

April 21, 2016 60,000 678,688 8.8% 

April 22, 2016 42,637 496,119 8.6% 

April 25, 2016 50,000 610,844 8.20% 

TOTAL 2,145,986 12,732,307 16.9% 

 

7. PAG’s Simultaneous Involvement in the Lexmark Deal 

146. At the same time that PAG was pursuing an acquisition of DreamWorks, from 

December 2015 through April 2016, it was simultaneously pursuing an acquisition of another U.S. 

company, Lexmark, as part of a buyer’s consortium with Legend Capital and Apex Technology 

(“Apex”).  Ji, M. Yin’s friend and a beneficial owner of the Xie account, was a managing director at 

Legend, the parent company of Legend Capital, during that time period.   

147. In early December 2015, at the same time that PAG was first exploring an 

acquisition of DreamWorks, PAG was contacted by representatives of Apex regarding equity 

financing for a potential business combination with Lexmark.  Legend Capital was also contacted 

by Apex about a potential Lexmark deal in this time period.  Both PAG and Legend Capital signed 

confidentiality agreements with Apex. 

148. And so in February 2016, after it had approached DreamWorks about a possible 

investment deal, PAG was also working on a potential acquisition of Lexmark in collaboration with 

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Apex and Legend Capital. 

149. On or about February 17, 2016, an account under the name of Xie was opened at 

Interactive Brokers.  On information and belief, Ji, a managing director at Legend, caused his 

cousin, Xie, to open this account.  

150. From February 23-29, 2016, $2 million Hong Kong dollars and $341,900 US dollars 

were wired into Xie’s Interactive Brokers account.  On information and belief, at least a portion of 

this money came from Ji. 

151. On March 3, 2016, PAG, Legend Capital, and Apex entered into a binding 

consortium term sheet pursuant to which the parties agreed to bid for Lexmark together. 

152. On March 10, 2016, PAG, Legend Capital, and Apex jointly submitted a final 

binding offer to acquire Lexmark. 

153. On April 5, 2016, a representative of the PAG/Legend Capital/Apex consortium 

communicated to Lexmark’s senior management a revised offer price of $40 per share.  Starting this 

same day, representatives of the consortium and their advisors met with representatives of Lexmark 

and its advisors in New York.  The day before, on April 4, 2016, PAG had also learned that the 

board of directors of DreamWorks had voted unanimously to continue negotiations with PAG on 

the basis of the term sheet PAG had sent in March. 

154. From April 5-19, the parties to the Lexmark deal, including PAG and Legend 

Capital, continued to negotiate and prepare for a closing of the deal. 

155. On April 19, 2016, the merger agreement whereby the buyer consortium including 

PAG and Legend Capital acquired Lexmark was signed and a press release was issued. 

156. Given these concurrent events, on information and belief, Ji is one potential source 

of the material nonpublic information about the DreamWorks acquisition that M. Yin possessed 

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when he executed the trades described above. 

B. Insider Trading in Lattice 

157. The five Interactive Brokers accounts of relief defendants Su, Z. Yin, Qin, Zhou and 

Xie all purchased, in total, 7,042,714 shares of Lattice stock between July 5 and November 2, 2016 

– when the company was engaged in confidential merger acquisitions to be acquired by Canyon 

Bridge – at an average price of $6.35 per share, for a total cost of $44,692,934.  On November 3, 

2016, Lattice and Canyon Bridge announced that they had reached an agreement in which Canyon 

Bridge would acquire all outstanding shares of Lattice for $8.30 per share (a premium of about 

30%). 

1. The Lattice Deal and Announcement 

158. Prior to April 8, 2016, China Reform Fund retained Lazard Freres & Co. LLC 

(“Lazard”) to advise it on a potential transaction involving Lattice.   

159. Defendant Chow was a managing partner at China Reform Fund at the time.  He has 

described M. Yin as a social acquaintance and former colleague at Warburg Pincus in Hong Kong.  

160. Chow was aware of nonpublic information about the potential transaction between 

China Reform Fund and Lattice starting at least by April 2016. 

161. On April 8, 2016, Lazard contacted Morgan Stanley, Lattice’s financial advisor, to 

inform them that China Reform Fund would be interested in acquiring Lattice. 

162. On April 27, 2016, Lattice and China Reform Fund entered into a nondisclosure 

agreement that imposed a 12-month standstill on China Reform Fund’s ability to acquire any 

Lattice common stock. 

163. On May 5, 2016, the CEO of Lattice met with Chow, who was a representative of 

China Reform Fund, to discuss a possible strategic transaction. 

164. After further discussions, on May 20, 2016, Lazard advised Morgan Stanley that 

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China Reform Fund would be preparing a non-binding indication of interest to acquire Lattice. 

165. Also on May 20, 2016, members of Lattice’s senior management and its counsel had 

a meeting with representatives of the Committee on Foreign Investment in the United States 

(“CFIUS”) in Washington, DC.  Lattice and China Reform Fund both were aware that any 

acquisition of Lattice by a China-based buyer may require approval from CFIUS. 

166. On July 5, 2016, Chow and M. Yin exchanged text messages through the mobile 

phone-based WeChat application, making arrangements to meet at a coffee shop in the China World 

Trade Center located in Beijing, China.  Chow also placed a call to M. Yin’s cell phone.  Later that 

same day, M. Yin purchased over 248,000 shares of Lattice costing over $1.3 million through his 

father’s account. 

167. Just two days later, on July 7, 2016, China Reform Fund submitted its first non-

binding indication of interest to acquire Lattice at $8.00 per share in a cash transaction.  That 

proposed price represented a 50% premium over Lattice’s closing price on the previous day. 

168. On July 12, 2016, Chow and M. Yin again exchanged text messages. In those 

messages, M. Yin offered advice and assistance to Chow in connection with the Lattice deal, and 

M. Yin and Chow discussed matters relating to a potential U.S.-based transaction.  Chow spoke of 

coming to the U.S. for three weeks at the same time that due diligence for Lattice was taking place.  

Also, M. Yin referenced “FPGA reports” that he had sent to Chow by email.  FPGA is a type of 

integrated circuit marketed by Lattice.  M. Yin also asked if Chow had legal counsel for “CFIUS” 

issues relating to the deal.  CFIUS had been on ongoing subject of discussion between Lattice and 

China Reform Fund.  M. Yin offered to help Chow find deal counsel, and Chow replied that he had 

already retained Jones Day, which was acting as counsel to China Reform Fund and later 

represented Canyon Bridge on the Lattice transaction.  Finally, Chow and Yin agreed to meet in 

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person the following day. 

169. In addition to these messages, Chow and M. Yin also spoke on the phone for at least 

five minutes on July 12, 2016. 

170. On July 12, 2016, starting at approximately 9:55 pm in Beijing, M. Yin began 

buying 53,500 Lattice shares through the Z. Yin Interactive Brokers account. 

171. On July 13, 2016, M. Yin and Chow met in person at approximately 11:00 am in 

Beijing.  Later that afternoon, M. Yin texted a friend asking about Lattice.   

172. On July 13, 2016 starting at approximately 9:36pm Beijing time, M. Yin began 

buying 116,387 shares of Lattice through the Z. Yin Interactive Brokers account. 

173. From July 13 to July 22, 2016, the Z. Yin Interactive Brokers account purchased a 

total of 280,283 shares of Lattice at a cost of more than $1.67 million.  

174. On July 28, 2016, China Reform Fund submitted a revised non-binding indication of 

interest to Lattice, increasing its proposed acquisition price to $8.75 to $9.00 per share in an all cash 

transaction.   

175.   From July 29 to August 1, 2016, the Z. Yin account continued to acquire Lattice, 

buying another 150,000 shares at a cost of more than $915,000. 

176. After receiving board authorization, Lattice’s management entered into an 

exclusivity agreement with China Reform Fund on August 8, 2016.  The agreed-to exclusivity 

period covered August 8 through August 21, 2016.   

177. On August 10, 2016, Chow sent a text message to M. Yin stating that he was “in the 

middle of a deal” and therefore could not leave the West Coast of the United States, which is where 

Lattice is headquartered.   

178. On August 10, 2016, hours after the texts were exchanged, Z. Yin’s Interactive 

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Broker account bought another 120,000 shares at a cost of approximately $705,000. 

179. On August 17, 2016, Lattice informed China Reform Fund that it had received an 

unsolicited expression of interest from a third-party, but had declined to meet given the exclusivity 

agreement (set to expire on August 21st).  The Canyon Bridge Insider and M. Yin spoke by phone 

that day, and also exchanged text messages making plans to meet the same day.  Later that day, the 

Z. Yin Interactive Brokers account increased its position in Lattice by an additional 35,800 shares at 

a cost of about $212,000. 

180. Four days later, on August 21, 2016, China Reform Fund revised its non-binding 

indication of interest to $8.30 per share, contingent on Lattice extending its exclusivity period to 

September 12, 2016.   

181. On August 22, 2016, Chow met with Lattice and advised them that he was 

considering leaving China Reform Fund to form a new private equity fund that was interested in 

acquiring Lattice in place of China Reform Fund.  That new fund would become Canyon Bridge.   

182. In addition, Chow spoke to Yin in August 2016 about the formation of the entity that 

would become the primary investor in Canyon Bridge (China Venture Capital Fund Corporation 

Limited) and he also asked Yin to recommend possible limited partners for the fund. 

183. On September 2, 2016, Morgan Stanley reported to Lattice’s board that it had 

communicated to Lazard that Lattice would not consider entering into an exclusivity agreement 

with Chow’s new fund prior to him providing additional clarity on Canyon Bridge’s structure and 

financing.   

184. Chow and Yin placed four phone calls to one another on September 2, 2016. 

185. On September 9, 2016, Lattice and Canyon Bridge entered into a nondisclosure 

agreement on the same terms as were agreed with China Reform Fund.  That same day, the Z. Yin 

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Interactive Brokers account purchased another 44,554 shares of Lattice at a cost of approximately 

$267,000. 

186. On September 10, 2016, Canyon Bridge submitted a non-binding indication of 

interest at $8.30 per share in an all-cash transaction, contingent on Lattice agreeing to an exclusivity 

agreement.   

187. On September 13, 2016, Lattice and Canyon Bridge entered into an exclusivity 

agreement through October 4, 2016.  Lattice’s outside counsel, Jones Day, also delivered an initial 

draft of the merger agreement to Canyon Bridge.  That same day, Chow and M. Yin exchanged text 

messages agreeing to meet that day at the China World Trade Center in Beijing, China.  Later on 

the September 13, M. Yin purchased approximately 116,387 shares of Lattice.  The following day, 

M. Yin purchased another 260,501 shares of Lattice.  And the day after that, September 15, 2016, 

M. Yin purchased an additional 536,310 shares of Lattice. 

188. On September 16, 2016, Yin sent a text message to another individual stating that a 

“friend” had told him the Lattice merger was moving forward.  That same day, Yin purchased 

another 208,300 shares of Lattice. 

189. On September 21, 2016, Yin left a voice message with Chow regarding concerns 

about whether CFIUS would approve the Lattice transaction.  Chow responded by voice message 

the same day, saying that “we should be able to sign the contract soon.  Yeah.”  Beginning the 

following day, through October 12, 2016, M. Yin purchased a total of 2,206,760 shares of Lattice. 

190. On October 17, 2016, Chow and M. Yin arranged via text message to meet at the 

China World Trade Center in Beijing.  Following this meeting, M. Yin advised two other people by 

text message to purchase shares of Lattice. 

191. M. Yin wrote to one person, instructing him as follows:  

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 38  
 

Is the ratio of your actual investment in your actual investment funds high 
currently? If not, you can purchase 5% to 10% of LSCC shares (around $6). 
(This is not urgent. You can purchase these shares in three to five days.) 

192. Also on October 17, 2016, M. Yin texted with a different person in the following 

exchange: 

M. Yin:  Is the ratio of your actual overseas stock investment in your actual 
investment funds high right now? 
 
Person C:  2/3.  Is that a bit risky? 
 
M. Yin:  It is ok. It depends on what stocks you have. Why don’t you 
purchase 25,000 LSCC shares (you can change the stocks you have or use the 
remaining 1/3 funds. Either way will work)? The value of the position will be 
$150,000, and I will take this risk for you.  

 
193. This person immediately purchased 10,000 shares of Lattice after texting with M. 

Yin.  

194. From the day of this meeting, October 17, 2016, through October 24, 2016, M. Yin 

purchased 1,931,102 shares of Lattice. 

195. The Lattice-Canyon Bridge merger agreement was finalized on November 1, 2016.  

That same day, M. Yin purchased a total of 427,949 shares of Lattice.   

196. Lattice’s board met the following day, and voted to approve the transaction.  That 

same day, November 2, 2016, M. Yin purchased 476,500 shares of Lattice. 

197. On November 3, 2016, prior to the opening of the market, Lattice and Canyon 

Bridge executed their merger agreement and publicly announced the anticipated transaction.  Chow 

signed the agreement on behalf of Canyon Bridge.     

2. The Price Movement of Lattice Stock on the News of the Deal  

198. Prior to the news of the acquisition of Lattice on November 3, 2016, shares of Lattice 

had been trading in a range between $5.32 and $6.56 per share since the beginning of July.  The 

share price closed at $6.37 per share on November 2, 2016. 

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199. Following the November 3, 2016 announcement that Lattice and Canyon Bridge had 

reached an agreement in which Canyon Bridge would acquire all outstanding shares of Lattice for 

$8.30 per share (a premium of about 30%), Lattice’s stock price closed at $7.55, up $1.18 or 18.5% 

from its prior close of $6.37.   

200. The number of shares traded after the news was released also shot up dramatically.  

In the four months leading up to the announcement, trading in Lattice always remained below 5 

million shares per day, and often was under 1 million.  On November 2, trading was 1,820,778 

shares.  On November 3, 2016, 33,890,700 Lattice shares were traded.  This was a 1,761.3% 

increase over the prior day’s volume. 

3. The Confidential, Nonpublic Nature of the Lattice Discussions  

201. Lattice, China Reform Fund, and Canyon Bridge all made efforts to keep their 

discussions confidential and non-public prior to the announcement of the deal on November 3, 

2016. 

202. Lattice had an insider trading policy in place during the time it was negotiating the 

acquisition with China Reform Fund and Canyon Bridge.  The policy prohibits the unauthorized use 

or disclosure of nonpublic information about the company.  It specifies that when an employee in 

the course of their employment acquires nonpublic information about Lattice or other companies it 

is working with, the employee may only use that information for legitimate company business 

purposes.  The policy further requires personnel to use all reasonable efforts to safeguard any 

nonpublic information in their possession. 

203. In addition, Lattice’s insider trading policy requires all Directors and Officers to pre-

clear any trading in Lattice stock with the Company’s General Counsel. To enforce this 

requirement, Lattice maintains a block on the ETrade accounts of company personnel which is 

removed only with the issuance of a pre-clearance.  Lattice also imposes a blackout on all trading 

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 40  
 

by Directors and employees beginning at the end of the second month of a fiscal quarter and 

continuing until two business days following the release of that quarter’s financial results.  The 

trading window was closed during much of the period during which due diligence was conducted 

and negotiations were ongoing between Lattice and China Reform Fund and Canyon Bridge, 

including the period from September 1, 2016 until the announcement of the transaction on 

November 3, 2016. 

204.  To further protect the sensitive negotiations, Lattice informed only a limited number 

of company personnel of the discussions with China Reform and subsequently Canyon Bridge 

between the date of the initial contact by China Reform and the disclosure of the transaction on 

November 3, 2016.  Specifically, personnel were only informed if they were required to participate 

in either due diligence activities or negotiation of topics with the counter party.   Personnel were 

only added to the group with the express approval of Lattice’s Chief Executive Officer.  A roster of 

all personnel in this group was maintained by Lattice’s Chief of Staff and General Counsel.   

205. At the time individuals were informed of the matter, they were informed by 

personnel from Lattice’s Legal group that they were in possession of material, non-public 

information and that they could neither share that information with any other party without the 

express approval of the CEO or General Counsel, nor engage in any transactions in Lattice’s 

securities.  They also were expressly notified by email on August 8, 2016 that, notwithstanding the 

opening of the window for trading by rank and file employees on August 12, 2016 after the release 

of Lattice’s Q2 2016 earnings, they were subject to a continuing black out until notified otherwise 

and could not trade in the Company’s securities. 

206. Lattice also made efforts to ensure that every party it negotiated with would keep the 

negotiations confidential and refrain from purchasing Lattice common stock for a set period of time.  

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Before engaging in substantive discussions with China Reform Fund, Lattice and China Reform 

Fund entered into a nondisclosure agreement with a 12-month standstill period on April 27, 2016.  

After Canyon Bridge was formed, it entered into a nondisclosure agreement with Lattice on the 

same terms as the one entered into by China Reform Fund. 

207. In addition to the nondisclosure agreement with Lattice, on information and belief, 

China Reform Fund and Canyon Bridge had policies requiring their employees to maintain the 

confidentiality of nonpublic information and only use such information for company purposes. 

208. Canyon Bridge, since it was newly formed, did not yet have written policies in place 

regarding insider trading at the time of the Lattice deal.  The firm did, however, have a corporate 

policy requiring employees to protect confidential information and only use it for company 

purposes.  This policy was written into the employment agreements between Canyon Bridge and its 

personnel.  

4. The Insider Trading in Lattice  

209. As described above, starting July 5, 2016, two days before China Reform Fund and 

its affiliates submitted a non-binding indication of interest to acquire Lattice, M. Yin began 

amassing shares of Lattice in his father’s account.  On September 13, 2016, Lattice and Canyon 

Bridge entered into an exclusivity agreement and began to negotiate the terms of a merger 

agreement.  During the ensuing months, as Lattice and Canyon Bridge worked to finalize the 

proposed transaction, the other four M. Yin-controlled accounts likewise began trading in Lattice,  

as the prospects for the deal going through became more certain.   

210. All of the purchases were made before the announcement of the acquisition on 

November 3, 2016. 

211. By the time the news of the Lattice acquisition broke, their five accounts held over 7 

million shares of Lattice, which had been purchased for more than $44.69 million.  The daily 

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weighted average purchase prices ranged from $5.37 to $6.56 per share, with an overall average 

purchase price of $6.35 per share.  After the news broke, they began selling their Lattice shares, 

realizing profits of over $6.4 million and unrealized gains of over $620,000, for total gains of over 

$7.1 million.    

a. Su’s Interactive Brokers account 

212. Su’s Interactive Brokers account purchased over 2.5 million shares of Lattice from 

September 13, 2016 through November 2, 2016, using margin to cover the cost of over $16 million.  

Specifically: 

(a) On September 13, 2016, Su’s Interactive Brokers account began to 

accumulate a significant stake in Lattice.  On that Tuesday, her account purchased 69,187 shares of 

Lattice stock at a weighted average price of $5.95 per share, for a total cost of $411,500. 

(b) On September 14, 2016, Su’s Interactive Brokers account purchased 167,123 

shares of Lattice stock at a weighted average price, of $6.22 per share, for a total cost of 

$1,039,683. 

(c) On September 15, 2016, Su’s Interactive Brokers account purchased 336,310 

shares of Lattice stock at a weighted average price of $6.52 per share, for a total cost of $2,192,576. 

(d) On September 16, 2016, Su’s Interactive Brokers account purchased 58,300 

shares of Lattice stock at a weighted average price of $6.50 per share, for a total cost of $379,233. 

(e) On September 22, 2016, Su’s Interactive Brokers account purchased 163,775 

shares of Lattice stock at a weighted average price of $6.46 per share, for a total cost of $1,057,699. 

(f) On September 23, 2016, Su’s Interactive Brokers account purchased 350,000 

shares of Lattice stock at a weighted average price of $6.48 per share, for a total cost of $2,267,261. 

(g) On September 26, 2016, Su’s Interactive Brokers account purchased 273,082 

shares of Lattice stock at a weighted average price of $6.52 per share, for a total cost of $1,779,185. 

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(h) On October 11, 2016, Su’s Interactive Brokers account purchased 100,000 

shares of Lattice stock at a weighted average price of $6.33 per share, for a total cost of $633.177. 

(i) On October 18, 2016, Su’s Interactive Brokers account purchased 116,400 

shares of Lattice stock at a weighted average price of $6.38 per share, for a total cost of $742,764. 

(j) On October 19, 2016, Su’s Interactive Brokers account purchased 278,850 

shares of Lattice stock at a weighted average price of $6.46 per share, for a total cost of $1,802,338. 

(k) On October 20, 2016, Su’s Interactive Brokers account purchased 213,900 

shares of Lattice stock at a weighted average price of $6.50 per share, for a total cost of $1,390,316.  

(l) On November 1, 2016, Su’s Interactive Brokers account purchased 175,877 

shares of Lattice stock at a weighted average price of $6.25 per share, for a total cost of $1,098,525. 

(m) On November 2, 2016, Su’s Interactive Brokers account purchased 200,000 

shares of Lattice stock at a weighted average price of $6.39 per share, for a total cost of $1,278,963. 

213. All of these purchases by Su’s account of Lattice stock were made, in whole or in 

part, on margin. 

214. Upon information and belief, these were the first purchases that Su’s account had 

made of Lattice stock. 

b. Z. Yin’s Interactive Brokers account 

215. Z. Yin’s Interactive Brokers account purchased 2,739,621 shares of Lattice from July 

5, 2016, through November 2, 2016, using margin to cover the cost of over $17 million.  

Specifically: 

(a) On July 5, 2016, Z. Yin’s Interactive Brokers account purchased 248,268 

shares of Lattice stock at a weighted average price, of $5.37 per share, for a total cost of 

$1,332,020. 

(b) On July 13, 2016, Z. Yin’s Interactive Brokers account purchased 88,400 

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 44  
 

shares of Lattice stock at a weighted average price, of $5.91 per share, for a total cost of $522,752. 

(c) On July 15, 2016, Z. Yin’s Interactive Brokers account purchased 60,900 

shares of Lattice stock at a weighted average price of $5.93 per share, for a total cost of $361,009. 

(d) On July 19, 2016, Z. Yin’s Interactive Brokers account purchased 37,764 

shares of Lattice stock at a weighted average price of $5.87 per share, for a total cost of $221,668. 

(e) On July 21, 2016, Z. Yin’s Interactive Brokers account purchased 67,419 

shares of Lattice stock at a weighted average price of $6.18 per share, for a total cost of $416,854. 

(f) On July 22, 2016, Z. Yin’s Interactive Brokers account purchased 25,800 

shares of Lattice stock at a weighted average price of $6.07 per share, for a total cost of $156,643. 

(g) On July 29, 2016, Z. Yin’s Interactive Brokers account purchased 50,000 

shares of Lattice stock at a weighted average price of $6.09 per share, for a total cost of $304,486. 

(h) On August 1, 2016, Z. Yin’s Interactive Brokers account purchased 100,000 

shares of Lattice stock at a weighted average price of $6.11 per share, for a total cost of $610,706. 

(i) On August 10, 2016, Z. Yin’s Interactive Brokers account purchased 120,000 

shares of Lattice stock at a weighted average price of $5.88 per share, for a total cost of $705,883. 

(j) On August 17, 2016, Z. Yin’s Interactive Brokers account purchased 35,800 

shares of Lattice stock at a weighted average price of $5.93 per share, for a total cost of $212,227. 

(k) On September 9, 2016, Z. Yin’s Interactive Brokers account purchased 

44,554 shares of Lattice stock at a weighted average price of $6.01 per share, for a total cost of 

$267,835. 

(l) On September 22, 2016, Z. Yin’s Interactive Brokers account purchased 

168,350 shares of Lattice stock at a weighted average price of $6.46 per share, for a total cost of 

$1,087,137. 

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(m) On September 26, 2016, Z. Yin’s Interactive Brokers account purchased 

199,046 shares of Lattice stock at a weighted average price of $6.54 per share, for a total cost of 

$1,301,846. 

(n) On October 3, 2016, Z. Yin’s Interactive Brokers account purchased 200,000 

shares of Lattice stock at a weighted average price of $6.39 per share, for a total cost of $1,277,531. 

(o) On October 11, 2016, Z. Yin’s Interactive Brokers account purchased 50,000 

shares of Lattice stock at a weighted average price of $6.40 per share, for a total cost of $320,115. 

(p) On October 18, 2016, Z. Yin’s Interactive Brokers account purchased 

139,781 shares of Lattice stock at a weighted average price of $6.38 per share, for a total cost of 

$891,213. 

(q) On October 19, 2016, Z. Yin’s Interactive Brokers account purchased 

361,567 shares of Lattice stock at a weighted average price of $6.47 per share, for a total cost of 

$2,337,729. 

(r) On October 20, 2016, Z. Yin’s Interactive Brokers account purchased 

112,300 shares of Lattice stock at a weighted average price of $6.50 per share, for a total cost of 

$729,523. 

(s) On October 21, 2016, Z. Yin’s Interactive Brokers account purchased 50,000 

shares of Lattice stock at a weighted average price of $6.40 per share, for a total cost of $320,000. 

(t) On October 24, 2016, Z. Yin’s Interactive Brokers account purchased 

201,100 shares of Lattice stock at a weighted average price of $6.56 per share, for a total cost of 

$1,319,749. 

(u) On November 1, 2016, Z. Yin’s Interactive Brokers account purchased 

202,072 shares of Lattice stock at a weighted average price of $6.28 per share, for a total cost of 

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 46  
 

$1,268,952. 

(v) On November 2, 2016, Z. Yin’s Interactive Brokers account purchased 

176,500 shares of Lattice stock at a weighted average price of $6.41 per share, for a total cost of 

$1,131,147. 

216. All of these purchases of Lattice stock by Z. Yin’s account were made, in whole or 

in part, on margin. 

c. Qin’s Interactive Brokers account 

217. Qin’s account purchased more than 1.46 million shares of Lattice from September 

13, 2016 to November 2, 2016, using margin to cover the cost of over $9.3 million.  Specifically: 

(a) On September 13, 2016, Qin’s Interactive Brokers account purchased 47,200 

shares of Lattice stock at a weighted average price of $5.96 per share, for a total cost of $281,447.  

(b) On September 14, 2016, Qin’s Interactive Brokers account purchased 93,378 

shares of Lattice stock at a weighted average price of $6.22 per share, for a total cost of $581,000. 

(c) On September 15, 2016, Qin’s Interactive Brokers account purchased 

200,000 shares of Lattice stock at a weighted average price of $6.51 per share, for a total cost of 

$1,302,865. 

(d) On September 16, 2016, Qin’s Interactive Brokers account purchased 

150,000 shares of Lattice stock at a weighted average price of $6.46 per share, for a total cost of 

$969,258. 

(e) On September 22, 2016, Qin’s Interactive Brokers account purchased 84,890 

shares of Lattice stock at a weighted average price of $6.48 per share, for a total cost of $550,351. 

(f) On September 23, 2016, Qin’s Interactive Brokers account purchased 

250,000 shares of Lattice stock at a weighted average price of $6.48 per share, for a total cost of 

$1,620,970. 

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(g) On September 27, 2016, Qin’s Interactive Brokers account purchased 33,200 

shares of Lattice stock at a weighted average price of $6.47 per share, for a total cost of $214,943. 

(h) On September 28, 2016, Qin’s Interactive Brokers account purchased 30,119 

shares of Lattice stock at a weighted average price of $6.46 per share, for a total cost of $194,714. 

(i) On September 29, 2016, Qin’s Interactive Brokers account purchased 81,291 

shares of Lattice stock at a weighted average price of $6.49 per share, for a total cost of $527,441. 

(j) On October 3, 2016, Qin’s Interactive Brokers account purchased 100,000 

shares of Lattice stock at a weighted average price of $6.39 per share, for a total cost of $638,666. 

(k) On October 7, 2016, Qin’s Interactive Brokers account purchased 4,800 

shares of Lattice stock at a weighted average price of $6.45 per share, for a total cost of $30,952. 

(l) On October 11, 2016, Qin’s Interactive Brokers account purchased 55,500 

shares of Lattice stock at a weighted average price of $6.28 per share, for a total cost of $348,346. 

(m) On October 12, 2016, Qin’s Interactive Brokers account purchased 7,707 

shares of Lattice stock at a weighted average price of $6.20 per share, for a total cost of $47,783. 

(n) On October 17, 2016, Qin’s Interactive Brokers account purchased 65,916 

shares of Lattice stock at a weighted average price of $6.08 per share, for a total cost of $400,467. 

(o) On October 18, 2016, Qin’s Interactive Brokers account purchased 111,288 

shares of Lattice stock at a weighted average price of $6.37 per share, for a total cost of $708,424. 

(p) On November 1, 2016, Qin’s Interactive Brokers account purchased 50,000 

shares of Lattice stock at a weighted average price of $6.14 per share, for a total cost of $307,058. 

(q) On November 2, 2016, Qin’s Interactive Brokers account purchased 100,000 

shares of Lattice stock at a weighted average price of $6.41 per share, for a total cost of $640,783. 

218. All of the purchases of Lattice stock by Qin’s account were made, in whole or in 

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part, on margin. 

d. Zhou’s Interactive Brokers account 

219. Between October 11 and October 21, 2016, Zhou’s Interactive Brokers account 

purchased 210,000 shares of Lattice at a cost of more than $1.3 million.  Specifically: 

(a) On October 11, 2016, Zhou’s Interactive Brokers account purchased 30,000 

shares of Lattice stock at a weighted average price of $6.28 per share, for a total cost of $188,288. 

(b) On October 19, 2016, Zhou’s Interactive Brokers account purchased 100,000 

shares of Lattice stock at a weighted average price of $6.49 per share, for a total cost of $648,823. 

(c) On October 21, 2016, Zhou’s Interactive Brokers account purchased 80,000 

shares of Lattice stock at a weighted average price of $6.44 per share, for a total cost of $514,819. 

220. All of the purchases of Lattice stock by Zhou’s account were made, in whole or in 

part, on margin. 

221. Upon information and belief, these purchases of Lattice stock were the first 

purchases of that company’s stock by Zhou’s account. 

e.  Xie’s Interactive Brokers account 

222. Xie’s account purchased 125,000 shares of Lattice in October 2016, using margin to 

cover the total cost of over $805,000.  Specifically: 

(a) On October 11, 2016, Xie’s Interactive Brokers account purchased 25,000 

shares of Lattice stock at a weighted average price of $6.28 per share, for a total cost of $156,876. 

(b) On October 19, 2016, Zhou’s Interactive Brokers account purchased 100,000 

shares of Lattice stock at a weighted average price of $6.48 per share, for a total cost of $648,414. 

223. All of the purchases of Lattice stock by Xie’s account were made, in whole or in 

part, on margin. 

224. Upon information and belief, these purchases of Lattice stock were the first 

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 49  
 

purchases of that company’s stock by Xie’s account.      

5. M. Yin and the relief defendants’ substantial profits from well-timed insider 
trading in Lattice 

225. By the close of trading on November 2, 2016, the five Interactive Broker accounts 

held over 7 million shares of Lattice stock, which they had started buying in July 2016 when M. Yin 

and Chow began discussing topics related to the deal.  In total, they had spent more than $44.69 

million to purchase these shares at an average purchase price of $6.35 per share.   

226. After the news of the deal was announced on November 3, 2016, the defendants’ 

accounts began to sell their large Lattice positions.  Some accounts retained a portion of the shares, 

which remain in the accounts to this day given the freeze.  Between the realized gains on the sold 

shares and the unrealized gains on the remaining shares, defendants’ five accounts have a total 

profit of $7,107,426. 

227. On November 3, 2016, Su’s account sold 1,462,104 Lattice shares, resulting in a 

gain of $1,749,334.  On February 6, 2017, after the FBI interview, her account sold 254,217 shares, 

resulting in a gain of $204,752.  On February 7, 2017, her account sold another 192,736 shares for a 

gain of $98,150.  On February 8, 2017, her account sold 267,909 shares for a gain of $126,873.  On 

February 9, 2017, her account sold 8,900 shares for a gain of $6,688.  Her account retains 316,938 

of the shares, which have an unrealized gain as of May 26, 2017 of $204,355.  Her account’s return 

on its Lattice trades was 14.9% of the notional amount invested. 

228. On November 3, 2016, Z. Yin’s account sold 1,239,621 Lattice shares, resulting in a 

gain of $2,078,335.  On February 6, 2017, after the FBI interview, he began selling again, 

offloading 220,411 shares for a realized gain of $168,116.  On February 7, 2017, his account sold 

223,974 shares for a gain of $137,600.  On February 8, 2017, his account sold 321,548 shares for a 

gain of $145,521.  On February 9, 2017, his account sold 8,100 shares for a gain of $3,197.  His 

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 50  
 

account retains 725,967 of the shares purchased after July 1, 2016, which have an unrealized gain as 

of May 26, 2017 of $416,784.  His account’s return on its Lattice trades was 17.3% of the notional 

amount invested. 

229. On November 3, 2016, Qin’s account sold 665,289 Lattice shares, resulting in a gain 

of $823,489.  On February 6, 2017, he sold 295,331 for a gain of $201,184.  On February 7, 2017, 

he sold 230,041 shares for a gain of $175,186.  And on February 8, 2017, he sold his last remaining 

Lattice shares, 274,628 of them, for a realized gain of $184,763.  Altogether, his account realized 

$1,384,622 from the Lattice trading, representing a 14.8% return of the notional amount invested. 

230. On November 3, 2016, Zhou’s account sold 210,000 Lattice shares, resulting in a 

gain of $238,388.  This was the entire position.  Her account’s return on its Lattice trades was 

17.6% of the notional amount invested. 

231. On November 3, 2016, Xie’s account sold 125,000 Lattice shares, resulting in a gain 

of $144,710.  This was the entire position.  Her account’s return on its Lattice trades was 18.0% of 

the notional amount invested. 

232. The five Interactive Brokers accounts’ net profits from the Lattice purchases were at 

least $7,107,426, including realized profits of $6,486,287, along with unrealized gains, as of May 

26, 2017, of $621,139.  This total profit, and the profits for each account, are summarized in the 

following table: 

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 51  
 

Relief Defendant 
Net Realized and 

Unrealized Profits from 
Lattice Trading 

Lizhao Su $2,390,152 

Zhiqing Yin $2,949,554 

Jun Qin $1,384,622 

Yan Zhou $238,388 

Bei Xie $144,710 

TOTAL $7,107,426 
 

6. The Highly Suspicious Nature of the Lattice Trading   

233. By November 2, 2016, the day before the announcement, the five accounts 

controlled by M. Yin had purchased a total of 7,042,714 shares of Lattice stock, representing 5.8% 

of the outstanding common stock of the company. 

234. This position was larger than the individual positions held by nearly all of the large 

institutional investors who had reported holding Lattice shares in filings with the SEC.  Specifically, 

of the 134 institutional investors with over $100 million in assets who reported owning LSCC as of 

September 30, 2016, only 4 reported ownership of a larger position in LSCC than the 7 million 

shares held by the Interactive Brokers Accounts as of November 2, 2016. 

235. During the period from July 5, 2016 to November 2, 2016, the five accounts’ 

purchases accounted for 6.3% of the overall volume reported for Lattice common stock for that 

entire period.  If only the 33 days the accounts traded are considered, their purchases account for 

13.6% of total volume.  On nine of those 33 trading days, the five accounts constituted more than 

20% of Lattice common stock trading volume across the entire market.  On 24 of those 33 trading 

days, the five accounts constituted at least 5% of all market trading in Lattice common stock. 

236. The following table shows each day the relief defendants’ five accounts purchased 

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 52  
 

Lattice shares between July 5, 2016 and November 2, 2016, the total amount purchased across the 

five accounts, the total volume of Lattice shares traded on that day, and the percentage of trading 

represented by just the five accounts.   

Date Total Shares Purchased 
by the Five Accounts 

Total Market 
Trading Volume 

Percentage of 
Trading Volume 

July 5, 2016 248,268   886,053   28.0%    

July 13, 2016 88,400   734,079   12.0%    

July 15, 2016 60,900   766,177   7.9%    

July 19, 2016 37,764   733,618   5.1%    

July 21, 2016  67,419   1,243,526   5.4%    

July 22, 2016 25,800   748,034   3.4%    

July 29, 2016 50,000   1,990,051   2.5%    

August 1, 2016 100,000   1,302,167   7.7%    

August 10, 2016 120,000   3,876,589   3.1%    

August 17, 2016  35,800   988,179   3.6%    

September 9, 2016 44,554   2,048,844   2.2%    

September 13, 2016  116,387   1,140,724   10.2%    

September 14, 2016 260,501   1,191,269   21.9%    

September 15, 2016 536,310   4,074,975   13.2%    

September 16, 2016 208,300   2,260,398   9.2%    

September 22, 2016  417,015   1,501,346   27.8%    

September 23, 2016 600,000   2,733,762   21.9%    

September 26, 2016  472,128   2,407,476   19.6%    

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Date Total Shares Purchased 
by the Five Accounts 

Total Market 
Trading Volume 

Percentage of 
Trading Volume 

September 27, 2016 33,200   2,426,392   1.4%    

September 28, 2016 30,119   1,314,158   2.3%    

September 29, 2016 81,291   1,117,637   7.3%    

October 3, 2016 300,000   1,626,228   18.4%    

October 7, 2016 4,800   1,238,766   0.4%    

October 11, 2016  260,500   1,315,401   19.8%    

October 12, 2016  7,707   955,652   0.8%    

October 17, 2016  65,916   629,873   10.5%    

October 18, 2016  367,469   1,437,025   25.6%    

October 19, 2016 840,417   2,565,720   32.8%    

October 20, 2016  326,200   1,015,012   32.1%    

October 21, 2016 130,000   950,701   13.7%    

October 24, 2016  201,100   1,166,275   17.2%    

November 1, 2016  427,949   1,647,873   26.0%    

November 2, 2016  476,500   1,820,778   26.2%    

TOTAL 7,042,714 51,854,758 13.6% 

 

C. M. Yin’s Control Over All of the DreamWorks and Lattice Trading  

237. M. Yin had access to and controlled all of the trading in DreamWorks stock from 

April 4 to April 25, 2016, and all of the trading in Lattice stock from July 5 to November 3, 2016, 

by Su, Z. Yin, Qin, Zhou, and Xie in their five Interactive Broker accounts. 

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238. When shown a list of the accounts and trading at issue in this case by the FBI, M. 

Yin admitted that he “accessed all these accounts and made the trades.” 

239. M. Yin was not registered with Interactive Brokers as an authorized user, financial 

advisor, or other person with authorized access to the five Interactive Brokers accounts.  Yet, M. 

Yin did leave an electronic footprint in each account, which also shows that it was M. Yin who 

accessed each account and placed the trades at issue. 

240. Each of the trades by the relief defendants’ Interactive Brokers accounts was placed 

through Interactive Brokers’ electronic trading system.  To place a trade through this system, a 

trader must first log into the system using a unique login name and password associated with the 

account in which the trade will be placed.  The five accounts each had a separate login name for 

accessing the trading system.   

241. When a trader logs into an account through Interactive Brokers’ electronic trading 

system, Interactive Broker’s computer server records the “internet protocol address” (“IP address”) 

used by the trader.  An IP address is a unique number required for online activity conducted by a 

computer, phone, or other device connected to the internet.  With just an IP address, it is possible to 

identify both what internet service provider is in charge of that address and the approximate location 

of the subscriber to whom it is assigned.     

242. In addition, when a trader logs into an account through Interactive Brokers’ 

electronic system, Interactive Brokers’ computer server records the Media Access Control (“MAC”) 

address used by the trader.  A MAC address is a unique value associated with the computer, 

smartphone, or other hardware device used by the trader to access Interactive Broker’s trading 

system. 

243. When the same IP address and/or MAC address registers on a system like Interactive 

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Broker’s trading system multiple times on the same day, it is likely that each login from that IP or 

MAC address is coming from the same computer or device. 

244. This is precisely what occurred when the DreamWorks and Lattice trades were 

placed in the defendants’ five Interactive Brokers accounts: 

(a) When trading in DreamWorks and Lattice, the five Interactive Brokers 

accounts were accessed using many of the same IP addresses. 

(b) When trading in DreamWorks and Lattice, the five Interactive Brokers 

accounts were accessed using the same set of four MAC addresses. 

245. Interactive Brokers’ log-in data for relief defendants’ five Interactive Brokers 

accounts also connects their trading to defendant M. Yin: 

(a) From January to April 2016, the majority of logins to the five Interactive 

Brokers accounts were made from IP addresses located in Beijing, China, but with one important 

exception. 

(b) During a two-week time period – specifically, January 28 to February 12, 

2016 – most of the log-ins to the five Interactive Brokers accounts were from an IP address 

corresponding to an AT&T customer, Shuhuan Wang, located at 663 Georgia Avenue, Palo Alto, 

California (the “Palo Alto IP address”).   

(c) M. Yin’s accounts at Fidelity list his address as 663 Georgia Ave., Palo Alto, 

California.   

(d) On information and belief, Shuhuan Wang is the parent of Jing Wang, who is 

M. Yin’s wife.       

(e) On information and belief, M. Yin traveled to Palo Alto on January 28, 2016, 

and only returned to Beijing, China, on or about February 12, 2016. 

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(f) Between January 29 and February 12, 2016, the Palo Alto IP address was 

used to repeatedly login to the Interactive Brokers accounts held by Su, Z. Yin, Qin, and Zhou.  

Moreover, the MAC addresses for these log-ins corresponded to three of the four hardware devices 

later used to place DreamWorks and Lattice trades in the five Interactive Brokers accounts.   

(g) In addition, the Fidelity accounts held by M. Yin and his wife, Jing Wang, 

were accessed, on several occasions, using the same IP addresses used to log-in to the five 

Interactive Brokers accounts held by Su, Z. Yin, Qin, Zhou, and Xie.  

(h) And finally, seventeen of the IP addresses – including the Palo Alto IP 

address – used to log-in to the Su, Z. Yin, Qin, Zhou, and Xie Interactive Brokers accounts, were 

also used to access M. Yin’s e-mail accounts at [email protected] and 

[email protected].  These same IP addresses were used to access Su’s email account at 

[email protected] during the same time period. 

(i) More recently, from January 21 to 29, 2017, the five Interactive Brokers 

accounts were accessed 99 times using the Palo Alto IP address.  On information and belief, M. Yin 

had traveled to Palo Alto during that timeframe, and returned to Beijing, China, on February 3, 

2017.  

D. M. Yin and the Interactive Brokers Accounts Engaged in Other Profitable, Well-
Timed Trading Prior to Merger and Acquisition News  

246. The Interactive Brokers accounts’ large purchases of DreamWorks and Lattice stock 

right before their acquisitions were announced was not the only time their accounts engaged in 

profitable, well-timed trading before news of a merger or an acquisition involving a public 

company.  These accounts have engaged in similar patterns of suspicious trading in other 

companies’ stock. 

247. In fact, while the defendants’ Interactive Brokers accounts have bought and sold 

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large amounts of stock in certain companies over the past couple of years, only a handful of 

purchases, including their DreamWorks and Lattice trading, stand out as the most profitable.  

Before insider trading in DreamWorks, the relief defendants’ Interactive Brokers accounts made 

suspiciously well-timed and profitable trades in profits three China-based companies – Giant 

Interactive (in November 2013), 58.com (in April 2015), and CTrip (in May and October 2015). As 

alleged below, all of these trades preceded announcements that had a material impact on the price of 

the stock of these companies. 

248. During the period between October 2013 (when Su first opened her account) and the 

present, all five of the defendants’ Interactive Brokers accounts made a total net profit of $49.19 

million on their well-timed trades in DreamWorks, Giant Interactive, 58.com, CTrip, and Lattice 

Semiconductors.  Despite being active traders in more than 200 other issuers, these accounts 

performed markedly worse in all of their other trading during this period, making only $1.08 

million.  In short, just 3.2% of the Interactive Brokers accounts’ trading (in DreamWorks, Giant 

Interactive, 58.com, CTrip, Jinpan, and Lattice Semiconductors) resulted in more than 97% of all 

trading profits. 

249. In addition, M. Yin, through one of his Fidelity accounts, has repeatedly traded 

similarly to one or more of the five Interactive Brokers accounts.  Specifically, he also made well-

timed, profitable trades in Giant Interactive and another China-based company, Jinpan, at the same 

time as the Interactive Brokers accounts. 

1. Giant Interactive 

250. On November 21 and 22, 2013, the Su Interactive Brokers account bought a total of 

758,751 shares of Giant Interactive stock at a cost of $7,318,438.    

251. Just days later, on November 24, 2013, Giant Interactive announced that it had 

received a non-binding proposal from a consortium of private equity investors to take the company 

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private at a price of $11.75 per share.  Giant Interactive stock closed at $11.41 on November 25, 

2013, up 1.28 or 12.64% from its prior close of $10.13.   

252. Beginning on November 25, 2013, the Su Interactive Brokers account sold all of its 

Giant shares, resulting in a gain of $1,275,857. 

2. 58.com           

253. On April 14, 2015, the Financial Times reported that 58.com and Falcon View 

Technology Limited, a China-based company that operates the website Ganji.com (“Ganji”), had 

signed a memorandum of understanding on March 14, 2015.   

254. On April 17, the news of the deal was officially and publicly confirmed by both 

companies.  In a joint press release, 58.com and Ganji announced that they had signed a definitive 

agreement, that 58.com had acquired a strategic stake in Ganji and that Tencent.com, one of 

58.com’s largest shareholders had also invested in Ganji.  58.com’s share price increased 38.7% 

from the close on April 13, 2015 (before the Financial Times report), closing at $70.50 per share on 

April 17th. 

255. On April 14, the Su Interactive Brokers account purchased 350,000 shares of 58.com 

stock, at a cost of $20,541,435, and 600 option contracts in 58.com, at a cost of $245,000.  On April 

14 and 17, the Su Interactive Brokers account sold all of its 58.com shares and options, resulting in 

a gain of $3,882,095. 

256. On April 14, prior to the release of the Financial Times report, the Zhou Interactive 

Brokers account purchased 50 option contracts in 58.com stock, at a cost of $25,200.  After 

publication of the Financial Times report that day, the Zhou Interactive Brokers account began to 

sell its options, resulting in a gain of $44,800. 

3. CTrip 

257. From April 24, 2015, the Su Interactive Brokers account purchased 168,098 shares 

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of CTrip, a China-based international travel company, at a cost of $10,926,897.   

258. On May 22, 2015, CTrip announced that it had acquired a stake in eLong, Inc., an 

online travel site (NASDAQ: LONG) by acquiring those shares from Expedia, Inc. and other 

companies.  It also announced a cooperation agreement with Expedia, Inc.  CTrip’s stock closed at a 

price of $84.63 per share, increasing 17.6% from its prior close of $71.99. 

259. Beginning on May 22, 2015, the Su Interactive Brokers account sold all 158,098 of 

its shares, resulting in a gain of $2,409.822.  

260. Later, between October 20 and 23, 2015, Su’s Interactive Brokers account, along 

with the accounts of Z. Yin, Qin and Zhou, collectively purchased 411,511 shares of CTrip, at a 

cost of $30,699,813.   

261. On October 26, 2015, there was an announcement by CTrip, Qunar Cayman Islands 

Limited (NASDAQ: QUNR), a China-based online travel commerce platform company, and Baidu, 

Inc., a Chinese language Internet search provider (NASDAQ: BIDU), reporting that Baidu, in a 

three-way agreement, sold its stake in Qunar to CTrip.  In return, Baidu received shares of CTrip.  

On the day of the announcement, CTrip’s stock price increased about 22.1%, from $74.34 to 

$90.78.   

262. Beginning on October 26, 2015, the accounts of Z. Yin, Su, Qin, and Zhou sold their 

CTrip positions, realizing combined profits of $6,453,344. 

4. Jinpan 

263. In a press release issued by Jinpan on January 25, 2016, the company announced that 

it had entered into a definitive Agreement and Plan of Merger with FNOF E&M Investment Limited 

and Silkwings Limited, pursuant to which FNOF E&M Investment Limited would acquire Jinpan 

for $6.00 per share.  On January 25, 2016, Jinpan’s stock price closed at $5.24, up $1.02 or 24.2% 

from its prior close of $4.22. 

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264. M. Yin’s Fidelity trading account purchased 120,000 shares of Jinpan in advance of 

the January 25, 2016 press release at a cost of $478,547. Following the announcement, all the shares 

were sold out of the accounts, resulting in a gain of $147,261.  Similarly, the Interactive Brokers 

account of M. Yin’s father, Z. Yin, purchased 30,255 shares of Jinpan in advance of the January 25, 

2016 press release at a cost of $114,322.  Following the announcement, all the shares were sold out 

of the Z. Yin Interactive Brokers account, resulting in a gain of $54,259.  

E. Yin’s FBI Interview 

265. On Friday, February 3, 2017, the FBI executed a search warrant upon M. Yin at the 

San Jose International Airport, titled In the Matter of the Search of IN RE FEDERAL CRIMINAL 

INVESTIGATION, Case. No. 17 70135 NC (N.D. Cal.).  M. Yin was traveling to Beijing, China. 

266. The warrant authorized a search of M. Yin’s mobile phone for evidence of insider 

trading.  

267. The FBI interviewed M. Yin, who admitted that he controls the trading in the five 

nominee accounts.  He also indicated that at least part of the money in the accounts nominally held 

by Z. Yin (his father), Su (his mother), and Qin (his cousin) belongs to him.  He explained that he 

traded through his relative’s accounts rather than his own so that he would not have to report the 

trades to his company’s compliance department. 

268. M. Yin further admitted that HSBC had become so suspicious of the large money 

transfers between Su’s HSBC bank account and her Interactive Brokers trading account that HSBC 

closed Su’s bank account.  M. Yin then opened a bank account for his father at HSBC and a new 

one for his mother at Standard Chartered so that he could continue to fund and withdraw money 

from their Interactive Brokers accounts.  

269. M. Yin also admitted to the FBI that the Xie account was actually a “family 

account,” belonging at least in part to his friend and former colleague, Ji.  The Zhou account M. Yin 

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claimed belonged to his children’s piano teacher and her husband, whom he did not name. 

270. Before boarding his flight, M. Yin asked an FBI agent whether his accounts would 

be frozen.   

271. Within days of the FBI interview, M. Yin resigned from Summitview Capital. 

F. Attempted Withdrawals of Over $35 million From the Interactive Brokers Accounts 

272. Within 48 hours of the FBI’s execution of the search warrant upon M. Yin, all of the 

Interactive Brokers accounts reflected active efforts to withdraw monies and sell holdings totaling 

over $35 million, as well as calls made on behalf of those accounts into the brokerage firm’s 

customer service line.   

1. Attempted withdrawals from Su’s account 

273. On Sunday, February 5, 2017, Interactive Brokers received a request to withdraw 

approximately $3.2 million from Su’s account.  That same day, Interactive Brokers customer 

service received a telephone inquiry on behalf of the account inquiring about the status of the 

withdrawal request.   

274. On Tuesday, February 7, 2017, Interactive Brokers received another request, this one 

to withdraw approximately $3.86 million from Su’s account.   

275. On Wednesday, February 8, 2017, Interactive Brokers received another request, this 

one to withdraw approximately $6.4 million from Su’s account.   

276. The combined withdrawal requests from the Su account in the week following the 

FBI’s execution of the search warrant on M. Yin total $13.46 million. 

2. Attempted withdrawals from Z. Yin’s account 

277. On Sunday, February 5, 2017, Interactive Brokers received a request to withdraw 

approximately $4.6 million from Z. Yin’s account.  That same day, Interactive Brokers customer 

service received two telephone inquiries on behalf of the account, concerning both the status of the 

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cash withdrawal, and how to request an “exceptional withdrawal.” 

278.  On Tuesday, February 7, 2017, Interactive Brokers received another request, this 

one to withdraw $5 million from Z. Yin’s account.  That same day, Interactive Brokers customer 

service received yet another telephone inquiry on behalf of the account.   

279. On Thursday, February 9, 2017, Interactive Brokers received a request to withdraw 

$3 million from Z. Yin’s account.  The same day, customer service received a telephone inquiry 

regarding withdrawing assets.   

280. The combined withdrawal requests from the Z. Yin account in the week following 

the FBI’s execution of the search warrant on M. Yin total $12.6 million. 

3. Attempted withdrawals from Qin’s account 

281. On Monday, February 6, 2017, Interactive Brokers received requests to withdraw 

$900,000 and $800,000 from Qin’s account.  The request to withdraw $900,000 was later cancelled.  

That same day, customer service received four telephone inquiries on behalf of the account, 

concerning the status of the withdrawal request and how to request an “exceptional withdrawal.” 

282. On Tuesday, February 7, 2017, Interactive Brokers received another request, this one 

to withdraw $1.6 million from Qin’s account.  That same day, customer service received yet another 

telephone inquiry on behalf of the account.     

283. On Wednesday, February 8, 2017, Interactive Brokers received a request to 

withdraw $800,000 from Qin’s account. The same day, customer service received a telephone 

inquiry regarding withdrawing assets.   

284. On Thursday, February 9, 2017, Interactive Brokers received an additional 

withdrawal request for $3.1 million, from Qin’s account.  The same day, customer service received 

a telephone inquiry regarding the status of the withdrawal request.   

285. The combined withdrawal requests from the Qin account in the week following the 

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FBI’s execution of the search warrant on M. Yin total $6.4 million. 

4. Attempted withdrawals from Zhou’s account 

286. Between February 5-7, 2017, Interactive Brokers customer service received four 

telephone inquiries concerning how to make an exceptional withdrawal requests from Zhou’s 

account.   

287. On Monday, February 6, 2017, Interactive Brokers received a request to withdraw 

$1.7 million from Zhou’s account. 

288. On Thursday, February 9, 2017, Interactive Brokers received a request to withdraw 

$200,000 from Zhou’s account.   

289. The combined withdrawal requests from the Zhou account in the week following the 

FBI’s execution of the search warrant on M. Yin total $1.9 million USD. 

5. Attempted withdrawals from Xie’s account 

290. On Monday February 6, 2017, Interactive Brokers received a request to withdraw 

approximately $1.2 million from Xie’s account, which was the total withdrawal request from the 

Xie account in the week following the FBI’s execution of the search warrant on M. Yin.   

291. From February 5 to February 9, 2017, Interactive Brokers received withdrawal 

requests exceeding a combined $35.56 million for the five Interactive Brokers accounts.   

G. Chow’s Lies to the Financial Industry Regulatory Authority 

292. In March 2017, the Financial Industry Regulatory Authority (“FINRA”) was 

reviewing the trading activity in Lattice surrounding the November 3, 2016 announcement of its 

acquisition by Canyon Bridge.  As part of that review, FINRA sent a request to counsel for Canyon 

Bridge asking Canyon Bridge to circulate a list of suspicious traders, including M. Yin, to all 

officers at Canyon Bridge, asking them to identify anyone on that list that they know.  For any 

traders that were identified as being known by someone at Canyon Bridge, FINRA requested a 

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detailed description of any past or present relationship between the Canyon Bridge employee and 

the trader, including a synopsis of any contact from September 9, 2016 through November 2, 2016, 

and a statement as to any circumstances under which any information about the potential transaction 

may have been given to the trader.   

293. In April 2017, Chow, through counsel for Canyon Bridge, identified M. Yin as a 

“former colleague at Warburg Pincus Asia and as a social acquaintance.”  Despite the repeated 

texts, phone calls, and in-person meetings between M. Yin and Chow throughout the months 

leading up to the Lattice announcement, Chow only disclosed two conversations with M. Yin to 

FINRA, one in July and one in August, as well as possible “social WeChat messages.”  Chow 

falsely stated that he did not recall discussing Lattice with M. Yin and was not aware of any 

circumstance by which M. Yin may have gained knowledge of Canyon Bridge’s business activities 

relating to the acquisition of Lattice.     

H. Chow’s Arrest and Conviction 

294. On October 30, 2017, the U.S. Attorney’s Office for the Southern District of New 

York announced the indictment of Chow for 13 counts of securities fraud and one count of 

conspiring to commit securities fraud arising from his alleged tipping of material nonpublic 

information relating to the Lattice transaction.   

295. On April 24, 2018, Chow was found guilty of one count of conspiracy to commit 

securities fraud and seven counts of securities fraud. 

I. M. Yin’s Possession of, and Trading on, Material Nonpublic Information Provided to 
Him by Ji and Chow 

296. M. Yin has worked in the financial industry for over 10 years.  For at least the past 

five years, he had worked for an investment firm based in Hong Kong and Beijing.  He has 

numerous contacts in the business world through his employment and education at Wharton School 

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of Business and his prior work at UBS and Warburg Pincus.   

297. M. Yin admitted in his FBI interview that one of his friends and former colleagues is 

Ji.  He also admitted that Ji is a relative of Xie and that the Interactive Brokers account in Xie’s 

name is really Ji’s “family account.”  Crucially, at the same time that PAG was attempting to 

acquire DreamWorks in April 2016, it was also engaged in an effort to buy Lexmark.  PAG’s 

buyer’s consortium for the Lexmark deal included Legend Capital, an affiliate of Legend.  Ji is a 

managing director at Legend, a fact that M. Yin withheld from the FBI during his February 3 

interview.  Last, M. Yin had earlier agreed to manage Ji’s family account – specifically, the Xie 

Interactive Brokers account.  That account was first opened in February 2016.  It did not begin 

trading until April 2016, just as PAG was pursuing the DreamWorks acquisition, and when it 

commenced trading, it almost immediately began acquiring a soon to be profitable stake in 

DreamWorks securities.  Ji and M. Yin were also engaged in frequent phone and email contact.  M. 

Yin’s trading in DreamWorks came on the heels of the DreamWorks board’s decision on April 4, 

2016 to authorize continued discussions with PAG pursuant to its confidential term sheet and begin 

drafting a merger agreement.  Accordingly, M. Yin and Ji had both a preexisting relationship and 

history of communications with one another, M. Yin’s trading pattern suggests he had knowledge of 

specific steps in the DreamWorks’ deal chronology, and on information and belief, Ji is one 

potential source of the material nonpublic information about the DreamWorks acquisition that M. 

Yin possessed when he executed the trades described above.   

298. When each of the relief defendants’ Interactive Brokers accounts purchased shares of 

DreamWorks stock from April 4 to April 25, 2016, as alleged above, M. Yin directed those trades 

and was in possession of material, nonpublic information about the DreamWorks acquisition.   

299. At the time he traded in the securities of DreamWorks, M. Yin knew, or was reckless 

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in not knowing, that the information he possessed concerning the potential acquisition of 

DreamWorks was material nonpublic information. 

300. M. Yin also knew, or was reckless in not knowing, that he owed his source of that 

material nonpublic information a duty of trust or confidence to keep the material, nonpublic 

information he possessed concerning the potential acquisition confidential, and to not trade on it.   

301. By trading on material nonpublic information about DreamWorks’ potential 

acquisition, M. Yin misappropriated confidential information belonging to his source for securities 

trading purposes, in breach of a duty of trust or confidence that he owed to his source.   

302. Alternatively, the source of M. Yin’s material nonpublic information about 

DreamWorks’ potential acquisition tipped M. Yin that information, and in doing so, personally 

benefited from that disclosure of material nonpublic information.  

303. By tipping M. Yin, M. Yin’s source of material non-public information about 

DreamWorks’ potential acquisition breached a fiduciary duty or similar relationship of trust and 

confidence owed to the source of that information. 

304. At the time he traded in the securities of DreamWorks, M. Yin knew or should have 

known that the material nonpublic information about DreamWorks’ potential acquisition that M. 

Yin’s tipper had disclosed to him was either disclosed or misappropriated by M. Yin’s tipper in 

breach of a fiduciary duty, or similar relationship of trust and confidence. 

305. At the time he traded in the securities of DreamWorks, M. Yin knew or should have 

known that M. Yin’s tipper had disclosed that material nonpublic information to M. Yin for a 

personal benefit.   

306. Another friend and former colleague of M. Yin is Chow.  Chow described M. Yin as 

a social acquaintance and former colleague from Warburg Pincus.  Chow had material, nonpublic 

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information about the Lattice deal starting in April 2016.  From July-November 2016, while M. Yin 

was amassing a huge position in Lattice shares, Chow communicated with M. Yin on multiple 

occasions in person, by phone, and through WeChat.  The timing of many of these conversations 

coincided with both key developments in the negotiations and large purchases by the accounts 

controlled by M. Yin.  Several of these communications concerned details relating to the Lattice 

transaction, including the specific type of semiconductor technology Lattice produces, the law firm 

that represented Canyon Bridge in the Lattice transaction, the U.S. regulator responsible for 

reviewing a potential acquisition of Lattice (CFIUS), Chow’s travel to the U.S. for due diligence on 

a U.S.-based deal, and the progress of the deal.  At least one other communication concerned 

Chow’s attempt to find investors to be limited partners in Canyon Bridge, which was formed for the 

sole purpose of acquiring Lattice.     

307. Chow had a duty to keep material nonpublic information regarding the Lattice 

acquisition confidential.  He learned the information about the potential Lattice acquisition as a 

result of his employment first at China Reform Fund and then at Canyon Bridge, and he knew or 

recklessly disregarded that he owed a fiduciary or similar duty of trust and confidence to China 

Reform Fund and Canyon Bridge to keep the information confidential and refrain from tipping the 

information to others.  Chow also knew or recklessly disregarded that he owed a fiduciary or similar 

duty of trust and confidence to Lattice to keep information about a potential acquisition of Lattice 

confidential and refrain from tipping others.  He was only given access to information about Lattice 

and the potential acquisition after signing a non-disclosure agreements twice, once while with China 

Reform Fund and once after establishing Canyon Bridge. 

308. In breach of those duties, Chow knowingly or recklessly communicated material 

nonpublic information to M. Yin so that M. Yin could use the information in connection with 

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securities trading.  Chow communicated material nonpublic information to M. Yin in exchange for 

a personal benefit or with the expectation of receiving a benefit. 

309. Chow personally benefitted because:  (i) he tipped M. Yin without a corporate 

purpose and with the expectation that Yin would trade; (ii) he tipped M. Yin, on information and 

belief, a close friend of Chow’s given the frequency of their communications and in-person contact 

and shared professional history, for the purpose of gifting M. Yin valuable information; and/or (iii) 

he tipped M. Yin as part of a quid pro quo exchange of information from Yin, a useful networking 

contact who was in a position to enhance Chow’s reputation in their financial circles.   

310. At the time he traded in the securities of Lattice, M. Yin knew, or was reckless in not 

knowing, that the information he possessed concerning the potential acquisition of Lattice was 

material nonpublic information. 

311.   At the time he traded in the securities of Lattice, M. Yin knew or should have 

known that the material nonpublic information about Lattice’s potential acquisition that Chow had 

disclosed to him was disclosed or misappropriated in breach of a fiduciary duty, or similar 

relationship of trust and confidence. 

312. At the time he traded in the securities of Lattice, M. Yin knew or should have known 

that Chow had disclosed that material nonpublic information to M. Yin for a personal benefit.   

FIRST CLAIM FOR RELIEF 

Fraud in the Connection with the Purchase and Sale of Securities 

Violations of Section 10(b) of the Exchange Act and Rule 10b-5(a) & (c) 

(against Defendants M. Yin and Chow) 

313. The SEC realleges and incorporates by reference paragraphs 1 through 312 above. 

314. By engaging in the conduct described above, defendants M. Yin and Chow, directly 

or indirectly, in connection with the purchase or sale of a security, by the use of means or 

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instrumentalities of interstate commerce, of the mails, or of the facilities of a national securities 

exchange:  (a) employed devices, schemes, or artifices to defraud; and/or (b) engaged in acts, 

practices, or courses of business which operated or would operate as a fraud or deceit upon other 

persons. 

315. Upon information and belief, M. Yin and Chow knew, or were reckless in not 

knowing, that they employed devices, schemes and artifices to defraud; and/or engaged in acts, 

practices or courses of conduct that operated as a fraud on the investing public by the conduct 

described in detail above. 

316. By engaging in the conduct described above, defendants M. Yin and Chow, directly 

or indirectly, violated, and unless restrained and enjoined will continue to violate, Section 10(b) of 

the Exchange Act, 15 U.S.C. § 78j(b), and Rules 10b-5(a) and 10b-5(c) thereunder, 17 C.F.R. §§ 

240.10b-5(a) & 240.10b-5(c). 

SECOND CLAIM FOR RELIEF 

Unjust Enrichment 

 (against Relief Defendants Su, Z. Yin, Qin, Zhou, Xie and Ji) 

317. The SEC realleges and incorporates by reference paragraphs 1 through 312 above. 

318. By engaging in the conduct described above, relief defendants Su, Z. Yin, Qin, Zhou, 

Xie and Ji, and each of them, received ill-gotten gains from trades based on material nonpublic 

information, over which he or she has no legitimate claim. 

319. Relief defendants Su, Z. Yin, Qin, Zhou, Xie and Ji each obtained the ill-gotten gains 

described above as part of the securities law violations alleged above, under circumstances in which 

it is not just, equitable, or conscionable for them to retain the funds.  Relief defendants Su, Z. Yin, 

Qin, Zhou, Xie and  Ji each do not have a legitimate claim to these gains. 

320. By engaging in the foregoing conduct, relief defendants Su, Z. Yin, Qin, Zhou, Xie 

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and Ji have been unjustly enriched and must disgorge their ill-gotten gains.   

PRAYER FOR RELIEF 

WHEREFORE, the SEC respectfully requests that the Court: 

I. 

Issue findings of fact and conclusions of law that each of defendants M. Yin and Chow 

committed the alleged violations. 

II. 

Issue judgments, in forms consistent with Rule 65(d) of the Federal Rules of Civil 

Procedure, permanently enjoining and restraining defendants M. Yin and Chow, and their agents, 

servants, employees, and attorneys, and those persons in active concert or participation with them, 

who receive actual notice of the judgment by personal service or otherwise, and each of them, from 

violating Section 10(b) of the Exchange Act [15 U.S.C. §§ 78j(b)] and Rule 10b-5 thereunder [17 

C.F.R. § 240.10b-5]. 

III. 

Order defendant M. Yin to disgorge all trading profits and other ill-gotten gains from his 

illegal conduct, together with prejudgment interest thereon. 

IV. 

Order relief defendants Su, Z. Yin, Qin, Zhou, Xie and Ji to disgorge all trading profits and 

other ill-gotten gains to which they do not have a legitimate claim, which they received as a result 

of the conduct alleged in this Complaint, together with prejudgment interest thereon. 

V. 

Order defendants M. Yin and Chow to pay civil penalties under Section 21(d)(3) and 

Section 21A of the Exchange Act [15 U.S.C. §§ 78u(d)(2) and 78u-1.] 

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VI. 

Retain jurisdiction of this action in accordance with the principles of equity and the Federal 

Rules of Civil Procedure in order to implement and carry out the terms of all orders and decrees that 

may be entered, or to entertain any suitable application or motion for additional relief within the 

jurisdiction of this Court. 

VII. 

Grant such other and further relief as this Court may determine to be just and necessary. 

 

Dated:  September 17, 2018 

 

 /s/ Gary Y. Leung 
Gary Y. Leung    
 
David Stoelting   
Securities and Exchange Commission   
New York Regional Office   
200 Vesey Street, Suite 400    
New York, New York 10281    
Tel: (212) 336-0174 
[email protected] 
 
Gary Y. Leung     
[email protected]     
Amy J. Longo      
[email protected]  
Jasmine M. Starr 
[email protected]    
Securities and Exchange Commission 
Los Angeles Regional Office 
444 South Flower Street 
Los Angeles, CA 90071 
Tel: (323) 965-3835 

 
Counsel for Plaintiff Securities and Exchange  

Commission 

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CERTIFICATE OF SERVICE 

I am over the age of 18 years and not a party to this action.  My business address is: 

U.S. SECURITIES AND EXCHANGE COMMISSION, 
444 S. Flower Street, Suite 900, Los Angeles, California 90071 
Telephone No. (323) 965-3998; Facsimile No. (213) 443-1904. 

On September 17, 2018, I caused to be served the document entitled SECOND AMENDED 
COMPLAINT on all the parties to this action addressed as stated on the attached service list: 

☐ OFFICE MAIL:  By placing in sealed envelope(s), which I placed for collection 
and mailing today following ordinary business practices.  I am readily familiar with this agency’s 
practice for collection and processing of correspondence for mailing; such correspondence would be 
deposited with the U.S. Postal Service on the same day in the ordinary course of business. 

☐ PERSONAL DEPOSIT IN MAIL:  By placing in sealed envelope(s), which I 
personally deposited with the U.S. Postal Service.  Each such envelope was deposited with the U.S. 
Postal Service at Los Angeles, California, with first class postage thereon fully prepaid. 

☐ EXPRESS U.S. MAIL:  Each such envelope was deposited in a facility regularly 
maintained at the U.S. Postal Service for receipt of Express Mail at Los Angeles, California, with 
Express Mail postage paid. 

☐ HAND DELIVERY:  I caused to be hand delivered each such envelope to the office 
of the addressee as stated on the attached service list. 

☐ UNITED PARCEL SERVICE:  By placing in sealed envelope(s) designated by 
United Parcel Service (“UPS”) with delivery fees paid or provided for, which I deposited in a 
facility regularly maintained by UPS or delivered to a UPS courier, at Los Angeles, California. 

☐ ELECTRONIC MAIL:  By transmitting the document by electronic mail to the 
electronic mail address as stated on the attached service list. 

☒ E-FILING:  By causing the document to be electronically filed via the Court’s 
CM/ECF system, which effects electronic service on counsel who are registered with the CM/ECF 
system.   

☐ FAX:  By transmitting the document by facsimile transmission.  The transmission 
was reported as complete and without error. 

I declare under penalty of perjury that the foregoing is true and correct. 

Date:  September 17, 2018   /s/ Sarah Mitchell   
SARAH MITCHELL 

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SEC v. SHAOHUA (MICHAEL) YIN, et al. 
United States District Court—Southern District of New York 

Case No. 1:17-cv-00972-JPO 
 

SERVICE LIST 
 
 

Michael Sommer (via ECF) 
Wilson Sonsini Goodrich & Rosati 
1301 Avenue of the Americas 
40th Floor 
New York, NY 10019 
Phone: (212) 497-7728 
Email: [email protected]  
Counsel for Defendant Shaohua (Michael) Yin and Relief Defendants Jun Qin, 
Lizhao Su, Bei Xie, Zhiqing Yin, and Yan Zhou  

 

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