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我是印廢紙- 中國環保能源(0986)、中國集成控股(1027)、匯隆控股(8021)、漢華專業服務(8193)、樂亞國際(8195)、聯旺集團(8217)
http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0818/LTN201608181093_C.pdf
公司買泡沫翠如BB，之後賣出幾隻雨傘、垃圾廢紙廠。
http://www.hkexnews.hk/listedco/listconews/GEM/2016/0818/GLN20160818006_C.pdf
近日，垃圾廢紙廠匯隆宣佈和人頭合資購入毛衣股樂亞國際，以約1.4仙現金加一堆炒高的匯隆控股(8021)支付。人頭的錢是由匯隆控股及其他公司借出來，股票是用張承兌票據印給大家。其實，樂亞國際懷疑都是給內部人控了股，用這個方法把真實股權浮面。最後，這堆內部人都是拿了堆炒貴了廢紙，現金可能都是利用財務公司借給人頭，於是兩相抵銷。
這一批如近期華仁醫療 (0648，前祥華發展、中國仁濟醫療) 換股收購銳康藥業(8037，前朗力福集團)及君陽金融 (0397，前合一集團、金寶國際集團、元開達利環保、星虹控股、康健醫療科技、香港體檢、中國保綠資產、君陽太陽能) 購入絲路能源 (8250，前普思基因生物科技、確思醫藥、中國天然投資)的套路的更新版，看看無本印股大法是否能繼續及印級呢。
PermaLink: https://articles.zkiz.com/?id=211328
集成傘業(1027)專區
1 : GS(14)@2014-10-15 22:45:43http://baike.baidu.com/view/10302908.htm
福建集成伞业集团有限公司编辑
本词条缺少名片图，补充相关内容使词条更完整，还能快速升级，赶紧来编辑吧！
福建集成伞业集团有限公司始创于1994年，集团下辖福建集成伞业有限公司·晋江集成轻工有限公司·企业主要坐落于福建省晋江市永和镇·东石镇。
中文名福建集成伞业集团有限公司
外文名无
成立时间始创于1994年
占 地250亩
目录
1企业概况
1企业概况编辑
福建集成伞业集团有限公司始创于1994年，集团下辖福建集成伞业有限公司.晋江集成轻工有限公司.企业主要坐落于福建省晋江市永和镇.东石镇。公司占地250亩，建筑面积12多万平方米，企业总资产达6亿元。[1]
福建集成具备雄厚的科研实力，有一支较为稳定的技术队伍，设有研究所并与多所院校机构合作，拥有欧美和台湾生产的全套世界一流生产设备，配套其他伞具，配件生产设备上千台，形成了环保塑料胶布制造，朔料伞，尼龙伞，洋伞，伞骨，注塑，雨衣，丝印，刺绣，伞面印刷，玻纤等十一类三十条生长线，产品主要包括各类晴雨伞，环保塑料胶布，雨衣等，其中环保塑料伞销量连续多年保持全球第一，该伞以其伞面无毒，无味，回收可降低解手到海内外消费者的喜欢。随着集团不断发展壮大，企业已具备伞具行业从原料生产，零配件制造，伞面印刷加工等全套工序的生产能力，年产值达8亿元以上。 福建集成不断引进高素质人才，培养了一大批专业化的技术骨干和现代化管理团队，现有员工30000多人，其中本科学历以上专业技术人员和管理人员300余名。公司在短短十多年时间得到迅速发展，成为了伞具行业大型骨干企业集团。2008年5月公司被列为福建省雨伞行业龙头企业，当选为第一届福建省轻工业联合会副会长单位，是中国制伞专业委员会常务理事单位，在晋江上千家伞具企业中2009年被评为“中国品牌之都领军品牌榜”唯一上榜企业。 福建集成不断加大在研究和开发的投入力度，注重品牌提升，领市场潮流之先，通过iso9001:2000国际质量体系，iso14001:2004国际环境体系，iso10012:2003计量检测体系认证。先后荣获“全国中型工业企业”，“百项名牌产品”，“福建省著名商标”，“福建省名牌商标，”中国著名品牌”，“质量管理先进企业”，“重合同守信用单位”，aaa级信用企业“等称号。 十五年岁月风雨，十五载历练精骨。福建集成已被晋江市政府列为重点“上市后备企业”，正在进行企业上市的前期准备工作。现在，集成人在秉承“以人为本，科技领先，质量第一，诚信服务”的经营理念，以“敬业，和谐，高效，创新”的企业精神，正在不断团结拼搏，开拓奋进，全力把集成打造引领行业潮流的超一流企业。[1]
2 : GS(14)@2014-10-15 22:46:19
http://www.jcumbrella.com/Item/list.asp?id=1494
集团概况
福建集成伞业集团创办于1994年，是专业从事晴雨伞、环保塑胶伞的设计研发、生产和销售的大型企业集团公司，是中国第一，亚洲最大的环保塑胶伞制造商，拥有晋江集成轻工有限公司和福建集成伞业有限公司两大生产基地，分别坐落于福建省晋江市著名侨乡—中国伞都东石镇和晋江市永和镇。
晴雨伞行业的领跑者和国家环保塑胶标准制订的主导者
集团的“集成”品牌是国内晴雨伞行业的著名商标。作为晴雨伞行业的领跑者和龙头企业，集团是中国制伞专业委员会常务理事单位，福建省轻工业联合会副会长，参与了晴雨伞多项标准的编制和起草工作，是中国塑料伞行业标准（塑料伞国家标准QB-T 4152-2010）的主起草单位。公司主要从事研发、制造并销售时尚美观、高品质的晴雨伞及提供专业化的服务，以所拥有的技术、品牌、规模、人才及资金等优势致力为国内外客户和合作伙伴成就卓越。
产品最齐全、配套最完善的环保塑胶伞制造专家
集团主营业务为生产和销售各种类型规格的晴雨伞，其中环保塑胶伞是中国制伞行业产品品种规格最齐全、配套最完善的制造基地。主要产品包括：塑胶环保伞、尼龙雨伞、女性时尚太阳伞、色彩斑斓的儿童伞、塑胶布（膜）、及晴雨伞各种配件等。公司更拥有和掌握了环保塑胶伞生产工艺一体化之先进生产设备和工序，从POE塑料粒子，再到流延膜生产加工，伞骨，组装一条龙产线齐备，行内第一。公司以齐全的产品品种和完善的配套设施提供能满足客户各种需求的晴雨伞产品、配件及服务。公司在生产过程中追求完美的产品质量，严格执行国家检测标准，全面通过ISO9001质量体系认证和产品认证、ISO14001环境管理体系认证的生产企业，并获中华人民共和国海关“AA类企业”等荣誉称号，享受通关“快速通关”待遇。
销售渠道发达客户稳定，是众多国内外优质客户的战略合作伙伴
集成伞业集团最早创立于上世纪80年代，90年代正式公司化经营，经营时间超过30年，在业内拥有极高的知名度和美誉度。经过多年的发展，公司的环保塑胶雨伞逐渐在日本、韩国、台湾及东南亚地区打开市场并热销，环保塑胶伞位列日本市场占有率第一，国内市场也稳步提升。
以研发和创新引领晴雨伞行业成长的实践者
30多年来，集团始终以研发和创新推动企业发展，坚持走工艺创新道路，坚持不懈地用新技术、新工艺改造传统产业，引领晴雨伞产业的发展方向，已拥有实用新型和外观专利30多项，陆续开发多种多款新产品。近年来更与华侨大学等建立产学研合作机制，不断改进环保塑胶伞体材料、功能和生产工艺，已成为国内技术研发实力最雄厚的晴雨伞企业之一。
恒星企业的发展远景
集团秉持永远追求完美，始终自强不息的企业经营宗旨，将继续推动企业全球化、国际化的市场战略，提升管理水平、工艺水准和研发设计体系等优势资源，引领企业向产业价值链的高端提升，努力实现产品技术和品牌附加值的升级。在确保企业稳健可持续发展的同时，立足全球，着力抢占行业技术制高点，致力超越行业传统竞争，努力实现创新价值增长。公司将通过产品经营和资本运营的双轮驱动，积极调整产业结构，培育新的增长点，力争在持续盈利能力、品牌影响力、创新发展能力上取得显著成效，实现可持续的价值成长，为客户创造价值，为股东回报利润，为社会增添福祉。
3 : GS(14)@2014-10-15 22:47:41
http://www.hkexnews.hk/APP/SEHK/ ... ls-2014101402_c.htm
招股書
4 : GS(14)@2014-10-15 22:58:39
1. 造傘，是全中國最大
2. 外銷為主，內銷好少
3. 銷售額都是3至4億，仲扮到好大
4. 客戶算集中，賣去日本為主
5. 福建股一隻
5 : GS(14)@2014-10-15 23:08:10
6. 風險: 集中一個客戶、集中日本及歐美、生產受影響、工人、分包商、擴張、人、競爭、原料、物流代理、融資
6 : GS(14)@2014-10-15 23:10:06
7. 都是管理層自己創業一路做大
7 : GS(14)@2014-10-15 23:36:43
8. 又話起廠要1億，2015年起好
9. 傘價升好多，營業額不動
10. 利用率極低又起廠
11. 同日本仔買料，又賣野畀日本仔
12. 研發開支得幾百萬，10幾個人
13. 有些季節性
8 : GS(14)@2014-10-15 23:38:44
14. 李奕生: 953、572、1073、1020
15. 謝家榮:8311
16. 福建family
9 : GS(14)@2014-10-15 23:40:48
17. 信永中和
18.2013年 盈利增3成，至4,900萬，2014年增3%，至3,300萬，2,000萬現金，高現金高負債
10 : GS(14)@2015-02-03 17:19:27
招股書
11 : bbaeric(38257)@2015-02-03 22:02:57
【香港財經】集成傘業受日圓貶值影響
2015-02-03 18:47
集成傘業(01027)今日起至本周五(6日)中午招股，招股價介乎1.1元至1.6元，發行1.5億股，集資最多2.4億元。每手2000股，入場費3232.25元。按中間價每股1.35元計算，集成傘業的集資淨額約1.748億元，大部份(約71.5%)用作取得必要批文後建造新工廠，約12.1%用於加強營銷活動。股份將於本周五定價，預期於本月13日掛牌。
集成傘業創辦於1994年，主要從事製造及銷售POE(聚烯烴彈性體)雨傘及尼龍雨傘，亦生產及銷售雨傘零部件，如塑料布及中棒等。公司在內地擁有兩大生產基地，分別坐落於福建省晉江市東石鎮和永和鎮。集團預期，截至去年12月底止年度，純利不少於7200萬元人民幣。
優勢
按2013年出口量計算，集成傘業是中國最大雨傘及陽傘出口商，出口總量約為3100萬把，市場份額為3.4%；若按銷售量計算，集成傘業為中國最大的塑料雨傘製造商，達20.4%的市佔率。另外，集成傘業是次集資所得，主要用於支付集團新辦公樓宇的未支付餘款，以及建造新工廠提高產能等。新工廠預計最遲於今年四月底開工，完工後公司預期產能增長約36%，有助進一步擴大市場份額。
弱勢
集成傘業的主要收入來源，是向日本出口產品。公司管理層早前於投資者推介會表示，面對日圓貶值，公司可以通過加價抵銷其負面影響。然而，日圓貶值的趨勢或會於未來數年持續，集成傘業或需加快開拓日本以外市場的新客戶。以2013年為例，公司總收入為4.84億元人民幣，當中日本業務收入為3.67億元人民幣，佔比高達75.8%，反映公司仍相當依賴日本市場。
機會
截至2013年，集成傘業的POE雨傘，定價介乎11元至16元人民幣。比較國內其他POE雨傘，平均售價則介乎6元至12元人民幣，反映公司的POE雨傘定價普遍高於國內市場相近產品的均價。集成傘業能在內地市場保持銷售量居於前列水平，可見其產品價格雖然較高，但質量較優，為中端產品，具一定競爭力。
威脅
去年集成傘業在內地的銷售大幅增加，主要是受一位新客戶的訂單帶動。該名客戶於去年11月和12月，採購金額高達2300萬元，佔公司期內在中國銷售總額的83%。然而，該名客戶將來的採購情況尚未可知，銷售風險因而增加。另外，出口退稅(目前雨傘的出口退稅率為15%)為集成傘業純利的重要來源。過去三年，退稅額分別佔公司純利98%、93%和97%。日後內地退稅如有減少，將對集成傘業的利潤率造成負面影響。
集成傘業預期，由於產生上市開支，去年及今年第一季之財務業績可能遭受重大不利影響。此外，公司能否開拓日本以外的出口市場，以及能否調高售價抵銷日圓貶值的負面影響等，亦對未來業績起著關鍵作用。投資者認購股份時，宜一併考慮上述風險。
(版權所有 : 信報財經新聞)
http://www.finet.hk/mainsite/new ... b010d7d3612657.html
12 : Wilbur(1931)@2015-02-03 23:05:36
血統優良
13 : 投機仁(34693)@2015-02-03 23:23:11
"福建"集成伞业，明白哂哈
14 : x31294128(46781)@2015-02-04 00:12:39
新版本招股書李奕生唔見咗
15 : GS(14)@2015-04-23 19:59:47
rubbish
16 : GS(14)@2015-05-08 15:40:10
what news
17 : GS(14)@2015-05-10 14:46:09
拆細
18 : qt(2571)@2015-05-10 18:33:17
個個都用呢招, 創版就更加係
19 : GS(14)@2015-05-15 01:14:27
集中
20 : GS(14)@2015-05-15 01:25:43
1拆25股
21 : jj1984(29252)@2015-05-15 12:01:21
拆25，玩死你地班老散
22 : enigma0323(3470)@2015-05-15 16:19:57
埋黎睇埋黎揀, 大遮變縮骨遮, 多買冇得送
23 : GS(14)@2015-05-24 02:10:25
改名集成控股
24 : greatsoup38(830)@2015-08-05 12:22:07
http://www.mpfinance.com/htm/finance/20150805/news/eb_ebd1.htm
集成傘業上市不久即盈警
2015年8月5日
【明報專訊】作為今年新股奇葩之一的集成傘業(1027)昨發盈警，預料截至2015年6月30日止6個月，中期業績將會由盈利轉為虧損。
集成傘業表示，虧損主要來自期內涉及授出購股權的一次性非現金購股權開支所致，預計該筆開支約為3600萬人民幣，上年同期則沒有授出購股權。若無確認非現金購股權開支，公司上半年可錄得約3600萬人民幣盈利，與去年同期相近。由於授出購股權只屬一次性開支，故公司對前景仍充滿信心。
中期業績將盈轉虧
集成傘業於今年2月上市，從事製造及銷售POE雨傘、尼龍雨傘和雨傘零部件，主要向國內銷售雨傘產品，及向日本、香港、韓國、台灣、法國及柬埔寨等地出口雨傘和零部件如塑料布及中棒等。
上市不足一年，該公司股價曾一度由招股價1.1元，升見逾20元，升幅逾17倍，市值亦由7億升至120億元，一度成為本港新股王；及後更宣布拆細，1拆25，至今再發盈警。集成傘業完成拆細後仍在高位，昨日股價跌2.5%，收報1.88元。
25 : greatsoup38(830)@2015-09-03 14:38:09
盈利3,000萬，降15%，5,500萬現金
26 : greatsoup38(830)@2015-09-11 01:53:37
3d 平台
27 : greatsoup38(830)@2015-09-28 23:18:24
Bubbles and troubles in Hong Kong
24th September 2015
As readers may recall, last year, Lerado Group (Holding) Co Ltd (Lerado, 1225) announced the proposed sale of its core business of baby strollers and infant car seats to Canadian listed firm Dorel Industries Inc (Dorel) for HK$930m. Lerado was planning to squat on most of the cash proceeds and only pay out $0.30 per share, or $228m. For this reason, we opposed the sale, because of concern that Lerado would become a cash shell trading at a discount to its net asset value. Your editor, David Webb, is a disclosed substantial shareholder currently holding over 8%. However, the sale was approved by shareholders on 16-Sep-2014 and completed on 31-Oct-2014.
Our concerns have now proven justified, culminating in current egregious proposals not just by Lerado but by other listed companies. We hope to stop them, if the regulators will require certain parties to play fairer. This article is long and complicated, and we thought about breaking it into pieces, but the picture becomes clearer if you assemble the whole jigsaw, so here it is. Apart from Lerado, this article covers transactions by numerous other listed companies in which you may have an interest, and several billion US dollars of bubbles.
So pour yourself a large coffee and let's get started.
Lerado share movements
The first sign of movement in Lerado came on 25-Nov-2014. Intelligence Hong Kong Group Ltd (IHK) is a company owned 68.27% by Lerado Chairman Henry Huang Ying Yuan (Mr Huang) and 31.73% by his wife, Jamy Huang Chen Li Chu. IHK owns 148,353,540 shares which was 19.50% of Lerado at 31-Dec-2014, before the recent dilutions. On 25-Nov-2014, our system shows those shares moving from CTBC Asia Ltd (the local subsidiary of a Taiwan bank) where they had rested since 30-Dec-2009, to Convoy Investment Services Ltd (Convoy IS), the brokerage sister of Convoy Financial Holdings Ltd (Convoy FH, 1019). Convoy IS is in the process of trying to list on the GEM in the form of CIS Holdings Ltd, which filed an application proof on 23-Mar-2015, sponsored by Quam Capital Ltd.
There can be any number of reasons for such transfers, but one possibility is that the shares are security for a loan. Banks and brokers are exempt from disclosing security interests in shares pledged to them. It wouldn't be so worrying were it not for the fact that Mark Mak Kwong Yiu (Mr Mak), CEO of Convoy FH and a director of Convoy IS, is also claimed to be an INED of Lerado since 25-Apr-2014. Mr Mak joined Convoy as CFO in 2002.
You may recall that in Some bubbles for New Year (31-Dec-2014) we warned about a bubble then called Finsoft Corporation (Finsoft, 8018), which was then trading at $1.235 (adjusted for the subsequent 2:1 split), with a market value of HK$4.94bn, or 110 times its net asset value. Convoy FH owned over 5% of Finsoft. The stock didn't stop there though. It reached a high of $2.92 on 20-May-2015, when Finsoft was valued at HK$11.68bn. Since then, it has crashed 94.8% to its close on Wednesday (23-Sep-2015) at $0.139, down a net 88.7% since our article. Finsoften aren't what they seem.
The Finsoft bubble allowed Convoy FH to book unrealised gains of HK$238.4m for 2014. It sold 40m shares (2%) of Finsoft on 20-Jan-2015 for about $73.5m (split-adjusted: $0.919 per share) and went below the 5% disclosure threshold. The sale was purportedly on-market but it was far larger than market volume that day of 1.925m shares so the disclosure must be wrong.
Returning to Lerado, another large chunk of 96,805,800 shares (12.71% at 31-Dec-2014) was held by Hwa Foo Investment Ltd (Hwa Foo), 30% controlled by Patrick Chen Chun Chieh (Mr Chen), an Executive Director and the son of the late co-founder of Lerado, and 70% by his mother. He joined the board on 3-Apr-2008 following his father's death on 14-Feb-2008. On 8-Sep-2014 those shares moved from HSBC (where they had rested since 27-Jun-2007) to UBS Securities HK Ltd , and then, more interestingly, they moved to small broker Win Fung Securities Ltd (Win Fung) on 9-Dec-2014, two weeks after IHK's holding moved to Convoy IS. So the Huangs and the Chens had moved custody of 32.21% of Lerado after leaving it untouched for years. More on Win Fung below.
Dispute with Dorel
First let's mention that on 10-Feb-2015, Lerado announced that it was in dispute with Dorel over the final net asset value of the business, which may lead to a partial repayment of the purchase price, in an unspecified "significant" amount.
On 27-Mar-2015, Lerado announced that it could not reach agreement with Dorel, so under the terms of the sale they had agreed to go to arbitration with an independent accountant, not yet appointed. In the 2014 annual results announcement on 30-Mar-2015, Lerado revealed that the disputed amount was HK$307m, which accordingly had been booked as a liability in the balance sheet. Still, Lerado ended 2014 with cash of $797m or HK$1.048 per share and no bank borrowings. The disputed amount was about $0.404 per share, so even if they have to pay all of that back, there would have been $0.644 per share of cash, and net assets of $633m or $0.832 per share.
On 20-Jul-2015, Lerado announced that it and Dorel had appointed RSM Nelson Wheeler as the independent accountant to determine the disputed items. Two months later, the result has not yet been announced. If Lerado were to win all of it, then the pro forma net asset value at 31-Dec-2014 increases to $1.236 per share.
Lerado swaps shares for property from CIFG
The day after the results, 31-Mar-2015, Lerado announced the acquisition of a property in Guangzhou from China Investment and Finance Group Ltd (CIFG, 1126) for HK$39m, but despite being flush with cash, only HK$1m was payable in cash and the rest in 76m new Lerado shares (9.49% of then existing shares) issued under the general mandate at $0.50 each, again a discount to cash and NAV per share.
The intended use of the property is as premises for the residual business of Lerado, which is mainly mobility scooters for the elderly and disabled, or what it calls "medical products". However, even if intended use of the property sounds plausible, the issue of shares at a discount to net cash and NAV was entirely inappropriate. The deal completed on 17-Apr-2015, giving CIFG a 8.59% stake in Lerado. Our system shows that CIFG deposited the shares into CCASS with Astrum Capital Management Ltd (Astrum) on 5-May-2015.
CIFG is not a regular listed company, but is a closed-end investment company listed under Chapter 21. This prohibits taking controlling positions (over 30%) in companies, and requires it to adhere to its stated investment restrictions. We asked the Stock Exchange why CIFG was allowed to invest in property in the first place. The result was this "clarification announcement" on 7-Aug-2015, admitting that investment properties were outside the scope of CIFG's Investment Policy and blaming it on the former Chairman and Vice Chairman. They had been removed by the Board on 14-Sep-2012, 6 months after becoming uncontactable.
Lerado begins money-lending and stockbroking
The "Prospects" section of Lerado's 2014 results indicated a new direction. The board had "concrete financial knowledge and background" and had decided to diversify into "securities trading, money lending business and other financial and property investment." It revealed that on 23-Feb-2015, Lerado had agreed to buy an unnamed target company, for HK$1.6m plus its net asset value. The target was a securities broker and planned to engage in margin financing business after the acquisition was completed. On 17-Apr-2015, Lerado announced that it would reallocate HK$300m of its cash pile for these activities.
On 2-Jul-2015 Lerado announced the name of the target, Yim Cheong Share Broking and Investment Co Ltd, and that the acquisition was completed that day. This was then renamed Black Marble Securities Ltd (Black Marble Securities), and Lerado intended to pump HK$200m into it. This small, nearly-dormant broker at that point had a minimal two licensed staff and minimal holdings in its CCASS account shown here.
Policy note: This highlights a defect in the Listing Rules: if you make a "Major Acquisition" (over 25% of your total assets), then you need shareholders' approval, but if you buy or establish a small company and then pump your funds into this new line of business, then this is completely exempt, even though shareholders are exposed to very new and different risks.
Lerado had also established BlackMarble Capital Ltd, incorporated 28-Jan-2015, a licensed money-lender. The application was gazetted on 27-Feb-2015 and the license was granted on 22-May-2015.
Lerado option grants
On 12-Feb-2015, Lerado granted options over 75m new shares (equivalent to 9.86% of the existing shares), of which half went to an unspecified number of employees, and half to "5 consultants". The options were exercisable for 2 years at $0.592 per share. It makes no sense whatever to be granting options which exercise at less than net cash per share, and much less than NAV per share, diluting both. Staff could have been incentivised with a restricted share purchase scheme to use the company's cash to buy stock in the market, which closed at $0.58 on the date of the option grants.
Despite being options of 2 years duration, 48m of the 75m were quickly exercised. We arranged an inspection of the share register on 14-Apr-2015 to discover who had been in such a hurry. We combined that with two filings of allotments by Lerado, which did not name the recipients. Here are the results:
Shareholder Shares Date entered Status
Chu Chun Ting 7,500,000 11-Mar-2015 1 employee, 1 consultant
Kung Yiu Fai 7,500,000 11-Mar-2015
Chan Kam Fuk 7,500,000 17-Mar-2015 employee
Law Yee Man, Thomas 3,000,000 17-Mar-2015 employee
Wang Zewei 7,500,000 20-Mar-2015 consultant
Wong Sin Fai, Cynthia 7,500,000 20-Mar-2015 consultant
Kwok Wai Leung 7,500,000 2-Apr-2015 consultant
Total so far 48,000,000 14-Apr-2015 3 employees, 4 consultants
That leaves 1 more consultant who has not exercised the options. We recognise some of these names:
Chan Kam Fuk is Dominic Chan Kam Fuk (Dominic Chan), proprietor of accountancy firm Dominic K.F. Chan & Co. He was appointed as Company Secretary of Lerado on 1-Aug-2014.
Thomas Law Yee Man (Mr Law), an architect, is an INED of two listed companies, AcrossAsia Ltd (AcrossAsia, 8061) and Sage International Group Ltd (Sage, 8082). Here's a connection: Mr Law joined AcrossAsia on 28-May-2010, replacing Mr Mak of Convoy, who resigned as INED four days earlier. Perhaps Mr Mak helped to arrange Mr Law as his replacement at AcrossAsia. And here's another connection: Leung Tin Fu (Mr Leung), founder and Chairman of Sage until 14-Dec-2007, is also a pre-IPO holder of 10% of Convoy IS. Dominic Chan was an INED of Sage, resigning the same day as Mr Leung. We don't know what role Mr Law plays as an "employee" of Lerado.
Cynthia Wong Sin Fai (Cynthia Wong) is a solicitor who consults for Robertsons and has been Company Secretary of Suncorp Technologies Ltd (Suncorp, 1063) since 15-Feb-2011. We'll come back to that. We don't know what role she plays as a "consultant" to Lerado.
Wang Zewei (Mr Wang) is the name of the person who in 2014 sold 22.5% of Sincere Smart International Ltd to Hao Wen Holdings Ltd (Hao Wen, 8019) for HK$69m, valuing the business at $306.7m when it had net assets of $2.9m. Two other companies, Capital VC Ltd (Capital VC, 2324) and Unity Investments Holdings Ltd (Unity, 0913), bought 14% and 29.5% for $42.7m and $90m respectively, without naming the vendor(s). For more, see our article Hao Wen, Capital VC and Unity today. We don't know what role Mr Wang plays as a "consultant" to Lerado. He was the only mainlander on the list, and he gave an office address at 10 Gaoxin South 4th Road, Nanshan District, Shenzhen.
Incidentally, Mr Mak was also an Executive Director of Computech Holdings Ltd, now named China Mobile Games and Cultural Investment Ltd (CMG, 8081), from 30-Jul-2008 to 28-Apr-2014, three days after he joined Lerado. In fact he was the only ED of CMG from 17-Sep-2009 to 8-Nov-2011. The Convoy FH IPO prospectus dated 29-Jun-2010 said that despite this, Mr Mak considered Convoy his main focus and "has devoted more than 80% of his time to his duties" at Convoy during 2007-2009 and he would continue to allocate a similar proportion of his time to Convoy after listing. That basically meant that CMG only had about 0.2 Executive Directors!
Win Fung acted as the placing agent for CMG in a placing on 22-Apr-2015.
The option shares were deposited into CCASS via various brokers as follows. Click on the dates to see the movements in CCASS:
Date Broker Number
15-Apr-2015 SBI China Capital Financial Services Ltd (SBI CCFS) 7,500,000
29-Apr-2015 Win Fung 7,500,000
8-May-2015 Gransing Securities Co Ltd (Gransing) 7,500,000
27-May-2015 Gransing 7,500,000
24-Jun-2015 Prudential Brokerage Ltd 7,500,000
4-Aug-2015 Convoy IS 3,000,000
13-Aug-2015 UOB Kay Hian (HK) Ltd 7,500,000
Total 48,000,000
It appears likely that Mr Law deposited his 3m shares with Convoy IS, as all the other deposits matched the 7.5m option grants.
Incidentally, the other pre-IPO investor in 10% of Convoy IS is Howard Jiang Qi Hang, who featured in several previous investigations on Webb-site Reports.
Gransing is a name you will see again - it has acted 4 times as a placing agent for Convoy FH, in a bond placing on 21-Jan-2015 and a bond placing on 16-Sep-2014 as well as two unannounced bond placings on 8-Jul-2014 and 14-Nov-2014 mentioned in Convoy FH's annual report. Gransing's client list in Webb-site Who's Who also shows that it has acted as placing agent for Hao Wen, Suncorp and WLS Holdings Ltd (WLS, 8021), a company which we cover below.
CIFG-Lerado cross-holding
On 22-Apr-2015, probably in response to queries from the regulators, Lerado made a "voluntary announcement" trying, and in our view failing, to justify its decision to use shares rather than cash to buy the property from CIFG.
On 21-May-2015, Lerado announced that it had agreed to subscribe for 130m shares (12.44%) of CIFG at at $0.275, or $35.75m in total, setting up a cross-holding between the two, as CIFG still held 8.59% of Lerado. This was, incidentally, highly dilutive to CIFG, a 66.9% discount to its NAV per share at 30-Apr-2015 of $0.83. This fact was omitted from the CIFG announcement. The issue completed on 2-Jun-2015. Our system indicates that Lerado deposited 70m CIFG shares with Gransing on 23-Jun-2015, and deposited 60m CIFG shares with Kingston Securities Ltd (Kingston) the next day.
On 11-Aug-2015, Lerado cut its holding in CIFG from 128.8m shares (12.32%) to 103.392m shares (9.89%), selling the shares at an average $0.196, a 29% loss. As the stake was cut below 10%, Lerado is no longer a "substantial shareholder" and "connected person" of CIFG under the Listing Rules.
Policy note: the disclosure threshold for substantial shareholdings in HK-listed companies was reduced by law from 10% to 5% on 1-Apr-2003, but the Listing Rules have never been updated to match this.
Lerado issues shares to CAID (0048)
On 26-May-2015, Lerado announced the acquisition of Brilliant Summit Ltd from China Automotive Interior Decoration Holdings Ltd (CAID, 0048), for HK$45m, but again, not using any of the cash pile. Instead, it issued 75m shares at $0.60 each, or 7.82% of the enlarged issued shares of Lerado, further diluting existing shareholders. The target was "engaged in the trading of garment accessories, such as nylon tape, polyester tape and polyester string". It had net assets of just $7.24m and a net profit in the year to 31-Mar-2015 of $0.9m.
In giving reasons, Lerado claimed that "certain fabric products and expertise knowledge of the Target Group can be utilised in the Group's business of manufacturing medial products, including but not limited to powered and non powered mobility aid, wheel chairs and other durable equipment". Stretching the polyester tape further, they claimed that the Target Group's "sizable clientele" would allow Lerado to "penetrate into a new market." This rather ignores the fact that Lerado already had its own expertise in sourcing fabrics for baby strollers, infant car seats and mobility aids over many years.
CAID had purchased Brilliant Summit from its manager, a Mr Cheung Ngai, for HK$42m on 15-May-2013. He apparently goes by the name of "Elman" and apart from Brilliant Summit (products here), he runs another company in the same line of business called San Wah Holdings Ltd. CAID, announcing the sale of Brilliant Summit to Lerado, said that "as a result of the constantly increasing costs of sales and competition, the Company is of the view that its business is not expected to grow at its current rate without further investments and developments." CAID intended to hold the Lerado shares "to achieves earnings in the form of capital appreciation."
The transaction completed on 16-Jun-2015. We can see that CAID deposited the 75m new Lerado shares with Win Fung in two batches, 40m on 23-Jun-2015 and 35m on 14-Jul-2015. Of all the brokers it could use, why this little firm, and why is this the same firm in which Mr Chen and one of the option holders also deposited their Lerado shares? The shares are positioned in the same custodian ahead of an important vote on Lerado's future. To summarise those deposits of shares with Win Fung:
Shareholder Shares Deposit date
Mr Chen (Hwa Foo) 96,805,800 9-Dec-2014
An exercised option holder 7,500,000 29-Apr-2015
CAID 40,000,000 23-Jun-2015
CAID 35,000,000 14-Jul-2015
Total 179,305,800
CAID's new INED or mooncake coordinator
For some light relief, on 4-Sep-2015 CAID appointed a new INED and audit committee member, Ms Adeline Ng Li La, who "has over 10 years of experience in human resources and corporate management". She also has a Certificate of Human Resources Management from HK Baptist University and is "a senior administrative officer of a renowned international technology company in Hong Kong". Wow, she sounds highly qualified, doesn't she?
A quick search discovers her Linked In page (copy here). Since May 2015, she has been personal assistant to the General Manager of Amadeus Hong Kong Ltd - and her duties include "supervise the receptionist and the cleaning lady", "coordinate mooncake distribution", "manage pantry cabinet" and planning the Christmas party. Now this of course is all important work, but probably not that relevant to the duties of a listed company director and audit committee member. We wonder how she was introduced to CAID. This is probably not what HKEx had in mind when it started promoting board diversity, but it's what you get when as a regulator, you let controlling shareholders vote on INED elections.
CAID and Convoy
On 30-Jun-2015, CAID announced a placing via Convoy IS, listing the Financial Adviser as Opus Capital Ltd (Opus Capital) and using the full 20% general mandate of 276.48m shares at $0.485, a 19.2% discount to the closing price of $0.60. However, the price then collapsed, and on 9-Jul-2015, they cut the placing price to $0.345, a 42.5% discount to the original closing price. The placing completed on 21-Jul-2015. Our CCASS analysis shows that 125.48m shares were deposited with Astrum, only 68m with Convoy IS and 25m with Kingston, with the remaining 58m to 4 other brokers.
CAID's interim results for 30-Jun-2015 disclosed a huge unrealised gain of RMB 448.6m (HK$561m) on "held-for-trading investments" which then had a market value of RMB564.0m (HK$705m). In other words, a gain of about 389% in 6 months. No normal stock will give you that, but a bubble stock will. Net tangible assets at 30-Jun-2015 were RMB761.9m (HK$952m) or about $0.689 per share, so the investments accounted for 74% of that.
CAID's interim report contains the following statement, which we regard as false and misleading:
"At 30 June 2015, there was no significant investment held by the Group."
Policy note: Some of the listed companies which have recently reported exceptionally large percentage gains on listed securities must own bubble stocks. If you know what stocks a listed company owns, then you would be able to take the SFC's concentration warnings into account and discount those investments to what you regard as fair value, rather than relying on inflated market valuations. But unfortunately, the Stock Exchange and SFC do not require such disclosure, even when inflated listed investments make up the bulk of a companies net assets. They simply rely on the company having to announce losses as inside information after the bubble has burst, rather than telling you that they hold bubble stocks in the first place.
This is despite the fact that Listing Rules Appendix 16 paragraphs 32(4) and 40(2) (or on GEM, Rules 18.41(4) and 18.59) require that companies disclose "significant investments held, their performance during the financial [year/half-year] and their future prospects". It seems that SEHK just doesn't want to enforce this.
Although the Listing Rules which require such disclosure contain no definition of "significant", it should be seen in the context of the size of the holder's balance sheet and therefore the potential impact on shareholder value if the market value of the investments were to change. Whether the investment is "held-for-trading" or as a long-term "available for sale" asset is irrelevant to the potential impact on shareholder value, except for the fact that profits tax applies to trading.
Separately, many listed companies have avoided the notifiable transaction rules in Chapter 14 by declaring themselves to be "in the business" of trading securities. This then allows them to invest as much of their shareholders' money as they like on purchasing "held-for-trading" securities without announcing the transactions, because they are deemed transactions "of a revenue nature in the ordinary and usual course of business" under Listing Rule 14.04(1)(g). The Stock Exchange should close this loophole. Investments in securities, regardless of how they are booked, should be subject to the notifiable transaction rules.
You might wonder then why CAID did not just cash in some of its $705m of investments rather than raise $94.2m in a placing of 20% new shares, claiming that it needed the money. The results failed to identify these spectacular investments, but noted that by 31-Aug-2015, the value had decreased by 23.5% since the end of June. That's about HK$224m of loss.
CIFG and Lerado: parallel open offers
On 17-Aug-2015, Lerado announced a massive 3:1 open offer of new shares at $0.15 each, a 68% discount to the market price of $0.47, with no excess applications. The primary underwriter is Gransing, the Financial Adviser is Octal Capital Ltd (Octal Capital) and the IFA is Opus Capital, the same as the Financial Adviser to CAID.
As we've said before, deep discount open offers are a form of extortion of existing shareholders, because they are faced with the choice of either being heavily diluted economically, or putting in cash to prevent the dilution. Unlike rights issues, the holder does not have the third option of selling his entitlements to recover the discount and thereby mitigate the economic damage. For this reason, the UK Listing Rules include a limit (set decades ago) of not more than a 10% discount on open offers. Hong Kong, still in many ways a developing market, allows this extortion to continue. See UK Listing Rule 9.5.10.
Adding to this abuse is that an open offer often involves no ability for shareholders to make "excess application" for unsubscribed shares. Nor are the unsubscribed shares sold in the market to capture the premium above the issue price for the benefit of passive shareholders. This leaves the underwriter with the benefit of the discount on shares which shareholders cannot or do not subscribe. In these circumstances, the open offer in practice is a conditional placing of deeply discounted shares with the "underwriter", subject to a right of first refusal by existing shareholders pro rata to their holdings.
Gransing cannot end up as a controlling shareholder of Lerado, so it has to have sub-underwriters. From a disclosure of interest, we can see that Capital VC (mentioned above) is a sub-underwriter for 370m shares, or 9.64% of the enlarged capital. Another disclosure shows that Barry Lau Wang Chi is a sub-underwriter for 370m shares. He is a Responsible Officer of Adamas Asset Management (HK) Ltd (Adamas), which will feature below.
On 9-Sep-2015, CIFG announced a huge 8:1 open offer with no excess applicatoins, "underwritten" by Black Marble Securities, which is owned by Lerado. The Financial Adviser to CIFG is Akron Corporate Finance Ltd (Akron) and the IFA is Opus Capital, the same as Lerado's IFA and CAID's FA.
As Lerado owns less than 10% of CIFG, the underwriting is not a "connected transaction". However, it is blatantly clear that Lerado has a "material interest" in the CIFG transaction and should be prohibited from voting in the EGM of CIFG to approve the open offer. Furthermore, Lerado stands to benefit from any unsubscribed shares at the discounted offer price. As there are no excess applications, this is in effect a discounted placement with Lerado subject to clawback by existing holders.Listing Rule 2.15 states:
"Where a transaction or arrangement of an issuer is subject to shareholders' approval under the provisions of the Exchange Listing Rules, any shareholder that has a material interest in the transaction or arrangement shall abstain from voting on the resolution(s) approving the transaction or arrangement at the general meeting."
Correspondingly, we submit that CIFG should not be permitted to vote in the Lerado EGM, because obviously Lerado is engaged in a commercial transaction with CIFG to provide it with funding under the CIFG open offer.
Mr Chen's "disposal" at a 53% loss
Now, according to a disclosure of interest, on 9-Sep-2015, Mr Chen, ED of Lerado, sold his entire interest of 97,823,800 shares, including a personal holding of 1,018,000 shares and those held by Hwa Foo. Some of it was on-exchange at $0.25, but most of it was off-market at $0.22 because total market volume that day was only 7,625,800 shares. When we look at CCASS movements, on the settlement date of 11-Sep-2015 we see his personal holding of 1,018,000 shares leaving Core Pacific Yamaichi, and only 2,805,800 shares leaving Win Fung, and there have been no reductions in Win Fung's balance since then. So it appears that the other 94,000,000 shares were transferred, off market, to other clients of Win Fung and remain there.
As an ED of Lerado, Mr Chen would have been prohibited from voting in favour of the proposed open offer, so it is a matter of great concern that these shares may have been placed in friendly hands, along with the positions held by CIFG and CAID, to vote in favour (if they are not required to abstain).
This disposal, at a deep discount to cash and to net asset value, of a key block of shares, really makes no economic sense for Mr Chen. If he was unhappy with the effects of the proposed open offer, he could have joined us in voting against the proposal. He was only prohibited from voting in favour. At a purported disposal price (for most of his shares) of $0.22, he appears to have accepted a loss of 53% since the open offer was announced. We find this hard to believe. Accordingly we urge the SFC to investigate the true nature of the transactions and who has bought the shares. We would be surprised if the "buyers" had not been mentioned elsewhere in this article.
China 33 Media (8087)
There's another open offer we need to tell you about, and the background is this.
On 26-Jan-2015, China 33 Media Group Ltd (C33M, 8087) announced that its controlling shareholder, Lizhong Ltd (Lizhong), which had held 243.756m shares (43.13%) had 5 days earlier pledged 192m shares (32.00%) to a lender and on 22-Jan to 26-Jan Lizhong had sold its remaining 66.756m shares (11.13%) in the market. They didn't say who the lender was, but a subsequent disclosure of interest shows that it is funds managed by Adamas, which was mentioned above. Our analysis shows the average price received by Lizhong in the 3 days was $0.4192 per share, a total of $27.98m. Now, why did Lizhong need to sell those shares and borrow that money by pledging the remainder? Read on.
On 10-Apr-2015, CIFG, via its 100% subsidiary New Express Investment Ltd, agreed to subscribe 120m shares (16.67%) of China 33 Media Group Ltd (C33M, 8087) at $0.22, exhausting its general mandate, for a total of HK$26.4m. The deal completed on 22-Apr-2015, diluting Lizhong from 32.00% to 26.67%. Our system shows that on 6-May-2015, CIFG deposited its C33M shares with Gransing.
Three months later, on 24-Jul-2015, C33M announced a massive 7 for 1 open offer at $0.10, a 75.6% discount to the closing price of $0.41, without excess applications. The Financial Adviser was Octal Capital (the same as for Lerado's open offer), and the underwriters were Gransing, Kingston and RHB OSK Securities HK Ltd (RHB OSK). The IFA again was Opus Capital, the same as for Lerado. Lizhong undertook to take up part of its entitlement amounting to 844,799,700 shares, which to the nearest thousand is 4.4 shares for each share it owns, not 7. That would cost it $84.5m, but of course, it had already raised about $27.98m by selling shares in the market in January, so there was a funding gap of $56.5m, or about $0.294 per existing share, which it might have borrowed from Adamas funds.
If CIFG was to maintain its holding, it would have to put in another $0.70 for each share it held. It had sold a few shares but still held 113.622m (15.78%). The share price dived 26.8% on the day after the news, but the prospect strangely seemed to delight CIFG, which undertook not to sell any more and to take up all its entitlements to 795.354m shares at a cost of $79.5m. However, on 4-Aug-2015, C33M announced that it and Gransing had agreed to cut CIFG's commitment to 290m shares. As a result CIFG would be diluted to 7.01% of C33M.
Under GEM Listing Rule 10.39(1) or Main Board Listing Rule 7.24(5)(a), if an open offer is at a ratio higher than 1 for 2 then it must be approved by "independent" shareholders excluding the controlling shareholder or, if none, the executive directors and their associates. So the largest holder of C33M, Lizhong, could not vote in favour at the EGM, as it is an associate of the Chairman.
How convenient, then, that there was another "independent" shareholder who could vote in favour. Look at the EGM results on 31-Aug-2015. CIFG almost certainly voted its 113.622m shares in favour, and only 2,050 other shares voted in favour, while 28,638,000 shares voted against. The open offer was thereby approved, and the prospectus was published on 14-Sep-2015.
Update, 26-Sep-2015
The C33M open offer prospectus discloses that several sub-underwriters have been engaged. Gransing, with a commitment of 1,905,200,300 shares (33.07% of the enlarged shares), engaged SBI CCFS for 800m shares (13.89%) and 3 other unnamed sub-underwriters for a total of 540m shares (9.37%), each with less than 5% of enlarged shares. RHB OSK, with a commitment of 500m shares (8.68%) had engaged 2 unnamed sub-underwriters to take all of them.
Kingston, with an underwriting commitment of 1500m shares (26.04%), had engaged but then terminated 4 sub-underwriters to take all of it. One was Harvest Aspect International Ltd, which a filing shows is owned by William Yu Tsung Chin, for 644.64m shares (11.19%). The remaining 3 each had less than 5% but totaled 14.85%. After these 4 were terminated, Kingston engaged a single sub-underwriter for the whole lot. Guess who? Black Marble Securities (owned by Lerado).
SBI CCFS and Black Marble have each failed to file a disclosure of interest.
The denominator in the calculation of percentage for disclosure of interests under s308 of the Securities and Futures Ordinance is based on the number of "issued shares", not the number which may be in issue in the future. So in a 7:1 open offer, there are new shares equivalent to 700% of existing shares. All the filings by the underwriters and sub-underwriters in the C33M case use the wrong denominator (the number of shares which will be in issue if the open offer completes) and hence show the wrong percentage, which should be multiplied by a factor of 8. Anyone with an underwriting commitment equal to 5% or more of the existing shares (in the case of C33M, 36m shares) should make a filing, and clearly, that has not happened, with several sub-underwriters of Gransing, RHB OSK and Kingston. The SFC should require them to correct their filings and to procure filings by their sub-underwriters, including those which have now been terminated.
GreaterChina Professional Services (8193)
Now let's look at how Lerado (via Black Marble Securities) and Akron (Financial Adviser to CIFG on its open offer) have been working together in another transaction.
GreaterChina Professional Services Ltd (GPS, 8193) is listed on GEM and owns Greater China Appraisal Ltd, which values real estate and other assets. On 13-Nov-2014, GPS began to deviate from its core business, by buying 80% of Golden Vault Ltd, which indirectly owns a mainland advertising business with in-elevator poster frames and LCD displays in Changshu, PRC, for HK$110m in promissory notes.
Golden Vault had turnover of RMB 7.34m in 2013 and net assets of RMB 5.73m (HK$7.16m) at 30-Sep-2014. This business was valued by Roma Appraisals Ltd at $184m, because, hey, elevators are difficult to get into - especially when they are going up. That valuer is owned by Roma Group Ltd (Roma, 8072) and the financial adviser on the profit forecast was Akron.
A disclosure of interest shows that on 11-May-2015, China Environmental Energy Investment Ltd (CEEI, 0986) increased its holding in GPS from 2.63% to 5.13%, buying 21.495m shares at $0.556 per share. From our CCASS system we see the shares deposited with Southwest Securities (HK) Brokerage Ltd (SWSHK, formerly Tanrich Securities Co Ltd).
On 8-Jul-2015, Roma announced that it had agreed to lend up to HK$58m to Brilliant One Holdings Ltd (Brilliant One) for 12 months at 12% p.a., secured by 310.85m shares in an unnamed GEM-listed company and guaranteed by persons named Ip Kwok Kwong and Wong Chi Keung, the ultimate owners of Brilliant One. That non-disclosure of the GEM company's name was silly, because it was easily determined that Brilliant One was the 36.23% controlling shareholder of GPS, which eventually announced the loan facility on 4-Aug-2015. Ip Kwok Kwong is the MD of GPS, while Wong Chi Keung (this one) is an accountant with 13 INED positions. The loan facility includes a maximum loan-to-value ratio of 65%. So if they draw the full loan, then the share price falling below $0.287 would trigger a top-up obligation. The shares were moved from Emperor Securities Ltd to Infast Brokerage Ltd on 9-Jul-2015.
On 9-Jul-2015, the day after the share pledge, GPS announced a huge proposed placing of shares under a specific mandate, 2.6bn shares at $0.10, a 74.4% discount to the market price of $0.39, via Black Marble Securities, which is owned by Lerado. The Financial Adviser is Akron (the same as for Lerado's open offer). That represents 303% of the existing shares, and they are not even bothering to make the shares available to existing shareholders by an open offer or rights issue. Simultaneously, it was proposed that SEEC Media Group Ltd (SEECM, 0205) would subscribe 1.4bn shares at the same price, a total of $140m, for 28.82% of the enlarged shares.
Policy note: As we mentioned above, open offers or rights issues larger than 1 for 2 (a 50% enlargement of issued shares) must be subject to shareholders' approval with controlling shareholders abstaining, or if there are none, then with executive directors and their associates abstaining. That does provide some small measure of protection, (unless the vote is being manipulated with warehoused shares). However, this protection is negated by the fact that a massive placing under a "specific mandate" can be approved without requiring controllers or executive directors to abstain. The Listing Rules should be amended to close the loophole so that controllers/executive directors should be required to abstain from voting in favour of any proposal to approve a "specific mandate" that enlarges the issued shares by more than 50%.
Brilliant One, which has pledged its controlling shareholding to Roma, was allowed to vote to approve this outrageous proposal.
Of the $395.1m net proceeds, GPS intends to use $100m in its money-lending subsidiary, Colbert Finance Ltd, and $150m to develop its securities brokerage business. It doesn't own a stockbroker yet, but it plans to either buy one or set one up. The EGM approved the placing on 14-Sep-2015 without objection. With an avalanche of shares due to hit the market at $0.10, it is quite impressive that the stock still closed at $0.495 on 23-Sep-2015.
SEECM (0205)
Now let's look at a fourth open offer involving Lerado (via Black Marble Securities) and Opus Capital.
SEECM is, or was, principally engaged in advertising agency, distribution of books and magazines. And securities trading, of course, like all shoddy companies should be. It announced its investment in GPS on 10-Jul-2015.
On 17-Jul-2015, SEECM announced that it had agreed to subscribe 103.02m shares (16.67%) of China New Economy Fund Ltd (CNEF, 0080) at $0.385, for a total of HK$39.66m, exhausting CNEF's general mandate. CNEF is another Chapter 21 investment company, and that was a 61.5% discount to the NAV of CNEF at 30-Jun-2015 of $1.00. As we noted in our article Some Bubbles for New Year on 31-Dec-2014, CNEF had shares in the Finsoft bubble alongside Convoy FH, and Tony Tai Man Hin, the CFO and Company Secretary of CNEF, was an INED of Finsoft. He retired from Finsoft on 5-May-2015. The CNEF announcement of the subscription named Astrum as the placing agent and did not mention the discount to NAV.
Also on 17-Jul-2015, SEECM announced that it is applying to the SFC to set up a stockbroker. Now everyone wants to be a broker. Lerado, GPS and SEECM.
On 19-Aug-2015, SEECM announced a huge open offer, 3 for 1 at $0.10, a 61.5% discount to the market price of $0.26. The Financial Adviser is Opus Capital (the FA of CAID and the IFA of C33M and Lerado), the IFA is Hercules Capital Ltd (Hercules) and the underwriter is Black Marble Securities, owned by Lerado. Again there will be no excess applications, so the "underwriter" gets the benefit of discounted unsubscribed shares. Of net proceeds of $624m, SEECM plans to use HK$365m to set up a stockbroker, $30m to set up a corporate finance advisory and asset management firm and $225m for the acquisition and operation of an unspecified e-commerce platform.
The shares dived on the news, dropping 35.4% to $0.168 the next day. But they weren't done yet. On 9-Sep-2015, they decided to increase the carnage by consolidating the shares 2:1 and then changing the offer terms to 5 new shares for each consolidated share at $0.10, equivalent to $0.05 before the consolidation. So the offer discount becomes an effective 80.8% discount to the original closing price of $0.26. This will raise a bit less though, HK$519m. This news caused another drop in the price, by 16.7% from $0.156 to $0.13 the next day. So the stock price had now halved even before putting the plan to a vote.
A circular for the capital reorganisation went out on 18-Sep-2015 for an EGM on 12-Oct-2015. We urge shareholders to vote against the resolutions. They are special resolutions that require a 75% majority to pass, so blocking it is more feasible than usual. If it passes, then a circular to propose the open offer is due out on 28-Oct-2015.
Chan Cheong Yee and CESHK
There is a common person to a number of these companies. Chan Cheong Yee (C Y Chan) is a Responsible Officer of China Everbright Securities (HK) Ltd (CESHK). CESHK is the investment manager of four Chapter 21 companies: CIFG, CNEF, China Innovation Investment Ltd (CII, 1217) and China Investment Development Ltd (CID, 0204). C Y Chan is an ED of all 4 companies, and he is also an ED of Capital VC.
CID (0204)
CID is in its own little bubble - it closed on 23-Sep-2015 at $0.157, compared with NAV of $0.024 at 31-Aug-2015.
CEEI (0986)
Now remember we mentioned CEEI, the investor in GPS? On 12-Nov-2014, CEEI announced a placing of 48,190,489 shares at $0.97 per share to raise HK$46.28m, exhausting the general mandate, followed by a huge 8:1 rights issue at $0.195 per share, an 82.4% discount to the market price of $1.11, to raise between $376m and $451m. Excess applications were allowed. At the time, CEEI had no substantial shareholders.
Win Fung was both the placing agent and the rights issue underwriter. The placing was on a best efforts basis, and on 27-Nov-2014, the placing price was cut to $0.66. The placing was completed on 3-Dec-2014, and all the shares were deposited into the CCASS account of Win Fung for its clients. Not a single share moved out of that account until after the EGM to approve the rights issue. And guess what, the EGM results on 18-Dec-2014 show that the number of shares voted in favour of the rights issue was 48,437,576, just 247,087 more than the number of placing shares.
On 12-Mar-2015, CEEI announced that it would start investing in "quality stock and other financial products", so don't say you weren't warned! On 17-Apr-2015, CEEI announced that it had bought 51m shares (0.337%) of Suncorp (mentioned above) that day in the market for HK$61.45m at an average of $1.205 after a huge run up in the share price following completion of a placing at $0.245 per share on 13-Apr-2015. The stock closed at $0.204 on 23-Sep-2015, down 83% since the purchase by CEEI. Some of the other investments by CEEI are covered below.
WLS (8021)
Now let's tell who may have benefitted from a huge bubble in the shares of WLS Holdings Ltd (WLS, 8021), a construction company.
As background, on 21-Oct-2014, WLS announced that CIFG would subscribe for 79m shares (16.67% of enlarged) at $0.177, a 0.6% premium to market, exhausting the general mandate. On the face of it, WLS had no other substantial shareholders. The deal completed on 31-Oct-2014. The shares were deposited with Fordjoy Securities and Futures Ltd (Fordjoy) on 5-Nov-2014. CIFG rapidly sold off the shares, from 12-Nov-2014, dropping below 5% on 3-Dec-2014.
WLS owns a licensed money-lender, Gold Medal Hong Kong Ltd, incorporated on 19-Mar-2014 and licensed on 26-Nov-2014.
On 21-Jan-2015, WLS announced a 5:1 share consolidation and a proposed massive placing of 540m consolidated shares (563.16% of the existing shares) at $0.30 via SWSHK (then Tanrich Securities Co Ltd). The Financial Adviser was Akron. This placing price was a 42.3% discount to the adjusted closing price of $0.52. At the 5-Mar-2015 SGM to approve the placing, votes in favour were 89,597,500, or 18.69% of the issued shares. Total turnout was only 19.00%. We suspect most of those votes in favour were shares previously held by CIFG, but we'll never know for sure.
Of the 540m shares, we know that CEEI took 63m shares (9.91% of enlarged), because it announced the subscription on 18-Mar-2015. Disclosures of interests show that Samuel Chiu Se Chung, a licensed Representative of Roofer Securities Ltd, also subscribed 9.9%. Unity, mentioned above, subscribed 31.5m shares (4.95%), as did Capital VC, mentioned above and Avant Capital Management (HK) Ltd (Avant), as asset manager. Mr Ye Ruiqiang subscribed 4.95%. As of 31-Dec-2014, he owned 6.44% of Capital VC.
There are 4 subscribers whom we cannot identify. A person named Zhang Yan subscribed 40.67m shares (6.40%) which were probably deposited with Emperor Securities Ltd, and a person named Zheng Wanying subscribed 31.33m shares (4.93%). A person named Civic Cheung Sun Kei subscribed 54m shares (8.49%) and another named Cheung Kam Hong subscribed the same number.
A person named Wong Chun Wah subscribed 23m shares (3.62%). It's a common name but we see that the same number went to the custody of Henik Securities Ltd, where there is a licensee called Wong Chun Wah. Similarly a person named Ma Kin Lung subscribed 31.0m shares (4.88%), and we see that number deposited with Get Nice Securities Ltd, where Ma Kin Lung is a licensed representative.
A person named Tam Siu Ki subscribed 54m shares (8.49%), increasing his stake to 9.28%. That may or may not be the same as Simon Tam Siu Ki, who was a representative of RHB OSK (then known as Prudence Securities Co Ltd) until his license was revoked on 30-Oct-2003 for rat-trading and other trading malpractices. In summary, then after the placing, the holdings were:
Name Shares Stake %
1 CEEI (0986) 63,000,000 9.91
2 Samuel Chiu Se Chung 63,000,000 9.91
3 Tam Siu Ki 59,000,000 9.28
4 Cheung Kam Hong 54,000,000 8.49
5 Cheung Sun Kei, Civic 54,000,000 8.49
6 Zhang Yan 40,670,000 6.40
7 Avant 31,500,000 4.95
8 Capital VC (2324) 31,500,000 4.95
9 Unity (0913) 31,500,000 4.95
10 Ye Ruiqiang 31,500,000 4.95
11 Zheng Wanying 31,330,000 4.93
12 Ma Kin Lung 31,000,000 4.88
13 Wong Chun Wah 23,000,000 3.62
Total 540,000,000 85.71
The WLS placing completed on 27-Mar-2015 and the CCASS deposits are here. By that time, the stock had more than doubled to $1.25. Unlike the allotments after the IPO, there was no concentration warning. Yet 13 holders held 85.71% of the stock.
The price continued to climb. On 15-May-2015, with the stock at $2.26, 7.53x the placing price, WLS announced a 7:1 bonus issue. The stock spiked again and was suspended at $4.27 on 17-Jun-2015, prompting the company to announce that it was negotiating for a possible share issue. After a brief correction to $2.50, it was suspended again on 19-Jun-2015, pending announcement on 23-Jun-2015 of a "framework agreement" for possible subscriptions by Avant and Shin Kong Capital Management Inc (SKCM) of 1920m and 5760m shares (post-bonus) at $0.06875, a 78% discount to the bonus-adjusted closing price of $0.3125, to raise $528m gross and enlarge the issued shares by 151%.
While the stock was suspended, it went ex-bonus on 23-Jun-2015 and the bonus shares were distributed on 3-Jul-2015, so for 10 days straddling the half-year point, only 1/8 of the company was tradable. When trading in those shares resumed on 24-Jun-2015, the stock shot up again on heavy volume, reaching a daily high of $1.22 on 26-Jun-2015. Remember that most of the existing shares had been issued at a bonus-adjusted $0.0375, so they were now up 32.5x. WLS closed at $1.05 on 30-Jun-2015, allowing those listed companies which held the stock to book enormous "fair value gains" in their interim results. At the end of June, WLS had a market capitalisation of HK$5341m, compared with net tangible assets at 30-Apr-2015 of HK$282m ($0.055 per share), so it was trading at 18.9x NAV.
Disclosures of interest indicate that SKCM was using a vehicle called SKCM TMT I, L.P., which was 50% owned by Chiang Chun Yi and 50% by Yam Tak Cheung, and managed by SKCM TMT GP Co. Ltd, which is 40% owned by SKCM. After all that excitement, SKCM backed out of the deal on 8-Aug-2015 citing disagreement over due diligence on WLS, but Avant signed a new agreement on 12-Aug-2015 to continue to subscribe 1920m shares at $0.06875, conditional on WLS issuing at least 252m shares in a fund-raising exercise so that Avant ends up with 29.48% of less - certainly under the 30% takeover trigger.
Now this long and winding road takes us back to Lerado. On 18-Aug-2015, WLS announced two placings via Black Marble Securities, owned by Lerado. The underwritten tranche is of 360m shares (7.08% of existing shares) at $0.06875, and there is a further "best efforts" placing of 5400m shares (106.15%) at the same price, at 82.1% discount to the closing price of $0.385. Together these could raise $389.22m mostly for, you guessed it, money-lending and securities business. The shares closed on 23-Sep-2015 at $0.27, down 74.3% since the end of June, but still at 4.9x NAV.
Raise the umbrellas: China Jicheng (1027)
Perhaps the most ridiculous bubble in our market at present (although there is a lot of competition for that title) is umbrella maker China Jicheng Holdings Ltd (CJ, 1027) which listed on 13-Feb-2015. It peaked on 18-Sep-2015 at $3.18 with a market value of HK$47.7bn, compared with net tangible assets in the 30-Jun-2015 interim results of $399.6m, or $0.0267 per share. So it was trading at 119x NTA.
Adjusting for a 25:1 stock split in June, CJ's IPO priced the shares at $0.044, so was up 72.3x since the IPO. This gives new meaning to the term "umbrella movement". The initial custody positions of the 150m IPO shares (25%) are in our records here. The top 3 brokers will now be familiar to you: Gransing (8.72% of CJ), Win Fung (8.18%) and SWSHK (3.73%), a total 20.64% or 82.54% of the float.
On 14-May-2015, the SFC warned that 16 shareholders owned 24.02% of CJ, or 96.08% of the float, leaving 0.98% of CJ for everyone else. The stock closed at $13.76 the day before that warning, or $0.5504 after the stock split, so it is up 5.14x since then.
In its annual results for 31-Mar-2015, CEEI (mentioned above) disclosed a holding of 12.67m shares (2.11%) in CJ at a purchase cost of $1.10 per share, which means they were allocated in the IPO, because they have never traded that low. After the stock split that will be 316.75m shares at $0.044. So CEEI doesn't always pay bubble prices for bubble shares - it occasionally gets in at the bottom.
The controlling shareholder of CJ is its Chairman, Huang Wenji, with 11.25bn shares (75%) which, on paper, makes him a US$ umbrella multi-billionaire. We note that on 17-Sep-2015, he deposited 1.5bn shares into CCASS with Black Marble Securities, owned by Lerado. That could be preparation for a placing of existing shares and possibly a subscription of new ones, if anyone is dumb enough to buy them.
Lerado interim results show massive gain
Lerado is one of several companies which have made enormous market gains in the first half of 2015 without disclosing what stocks it bought. In the 30-Jun-2015 interim results, it disclosed "held-for-trading investments" comprising "equity securities listed in Hong Kong" of HK$702.1m. It also said that by 28-Aug-2015, the value had declined by 11%. It booked an unrealised gain of $626.5m, implying a purchase cost of $75.6m and a gain of 829% in 6 months or less. No normal stock does that. Whatever stock(s) they hold, it must be bubble paper, and investors deserve to know what it is so that they can make their own assessment of "fair value" rather than relying on an artificial market price.
After providing for $105m of profits tax on the gains, Lerado had net tangible assets at 30-Jun-2015 of $1220m, or $1.27 per share. But if those gains evaporate, then the NTA drops to $698.5m, or $0.728 per share. Both figures are before dilution from the proposed open offer. If the offer proceeds, then that NAV would be diluted to about $0.430 (with the gains) or $0.295 (without the gains). Both figures assume that Lerado loses the Dorel arbitration, which is worth $307m, which is $0.320 per share before the open offer or $0.080 per share after the open offer.
Capital VC's open offer
On 13-Mar-2015, Capital VC announced a 5:1 share consolidation to be followed by a 7:1 open offer at $0.25 per consolidated share without excess applications. That was a 76.5% discount to the adjusted closing price of $1.065 per share. The Financial Adviser was Akron, and the "underwriter" was SBI CCFS. The last published NAV at 28-Feb-2015 was an adjusted $4.821, so the issue discount to NAV was 94.8%. The stock sold off on the news, down 39.9% the next day to an adjusted $0.64.
Policy note: Chapter 21 investment companies like Capital VC have to publish their NAV monthly. This involves valuing all their listed investments at market prices, so they know what they are. Until 2002, these announcements had to be published in newspapers, so space was at a premium. Now that announcements are online for the last 13 years, this is no longer the case. Yet the Listing Rules still only require Chapter 21 companies to disclose the top 10 investments once per year in the annual report. This is ridiculous. The top 10 investments should be disclosed every month so that shareholders know what risks they are taking.
Again, investors faced the extortion of having to either see the investment heavily diluted, or put in more cash, and no excess applications were allowed, so it is really a placing with the "underwriter" subject to first refusal of existing holders pro rata. The underwriter benefits from any unsubscribed shares at a discount to market. To eliminate the possibility of SBI CCFS holding a controlling stake, it had to arrange sub-underwriters. They included Gransing, for 180m shares, Jun Yang Securities Co Ltd (Jun Yang Securities), for 152m, Avant, for 142.5m, and Fordjoy, for 80m shares.
Incidentally, SBI CCFS is 52% owned by Cao Guo Qi, a director of several listed companies, and 48% by Zhang Xiongfeng, the current Chairman of CMG, mentioned above.
On 11-Jun-2015, Capital VC shareholders approved the consolidation and open offer without objection. Voting turnout was only 14.39% of the issued and eligible shares, probably including the 6.44% owned by Ye Ruiqiang.
Policy note: shareholders are often unaware of opportunities to protect themselves by voting against such egregious proposals, because the SFC does not require banks and brokers who hold their stock to inform them of EGMs and seek voting instructions. As a result, most banks and brokers, in the small print of the client contracts, state that they are not obliged to do so. This is a major barrier to investor participation in governance, and the SFC should act to resolve this, as we said in our submission Principles of Responsible Regulation (26-May-2015).
On 24-Jun-2015, six days before Capital VC's financial year-end, it announced that it was changing its year-end to 30-Sep-2015, so it would produce a second set of condensed "interim" results for the 12 months to 30-Jun-2015. The purported reason for this was:
"to align the Company's financial year end date with that of the Company's principal associate, CNI Bullion Limited, which is the Group's substantial investment."
This holds no water though. Remember, Capital VC is a Chapter 21 investment company, so under Rule 21.04(3)(a), it is not allowed to take "legal, or effective, management control of underlying investments" and under Rule 21.04(3)(b) it is required to maintain a "reasonable spread of investments". So there is no logical reason to align the year ends of Capital VC and any of its investments, including CNI Bullion Ltd, which only accounted for 9% of Capital VC's NAV at 31-Dec-2014.
So what was the real reason for extending the year-end? In our view, to delay the annual disclosure of the portfolio. It's so embarrassing to have to show that your castle is built on sand.
On 15-Jul-2015 Capital VC announced that its NAV at 30-Jun-2015 was $9.0782 per share, and on 27-Aug-2015 it announced the second interim results for the 12 months to June. Capital VC booked a pre-tax profit on financial assets of $1314m for the 12 months, compared with $163m in the first 6 months, so the second-half profit was $1151m. As an investment company, it does not distinguish between realised and unrealised gains, but we can deduce them from the amount of deferred tax, which is tax that is only payable when they cash out. Note 8 shows deferred tax of $132m, so as profits tax is 16.5% they have about $800m of net unrealised gains, probably in bubble stocks.
Anyway, with that NAV in mind, let's return to the open offer. 7:1 at $0.25, versus NAV of $9.0782, so the open offer would dilute NAV to $1.354 before expenses. Shareholders who did nothing would lose 85% of their net asset value. Yet, when the offer closed on 9-Jul-2015, only 23.7% of the shares were subscribed. That left the underwriters and whoever was behind them with 66.75% of the company, acquired at $0.25 per share. The market price closed that day at $0.32. Due to market losses in July, the NAV closed that month at $1.0292, and $0.8824 at the end of August. Amazingly there was nobody with a disclosed 5% shareholding after the offer closed.
Meanwhile, even in market price terms, the shareholders who did not subscribe (and most of them did not vote against the open offer) had seen the price collapse from $1.065 before the open offer to $0.32, even while Capital VC was racking up huge gains as a holder of the unnamed inflated stocks.
Jun Yang (0397)
Jun Yang Securities is owned by Jun Yang Financial Holdings Ltd (Jun Yang, 0397). Until August, this was known as Jun Yang Solar Power Investments Ltd, but that's out of fashion, so now, like everyone else, it wants to be a financial services powerhouse.
Note 24 on page 113 of Jun Yang's 2014 annual report reveals that it owned 2.49% of Tech Pro Technology Development Ltd (Tech Pro Technology, 3823) and 4.49% of Town Health International Medical Group Ltd (Town Health, 3886). Those had a market value of about HK$235m and $280m respectively, out of total listed equities of $854m. Jun Yang booked an unrealised gain on held-for-trading investments of HK$350m for 2014, without which it would have made a loss before tax of $98m.
Tech Pro Technology (3823)
This is another bubble stock, up 93.14% in 2014, and it has kept on going, up a net 22.62% this year so far. It closed on 23-Sep-2015 at $1.87, valuing the firm at HK$12.13bn. When a company includes the syllable "Tech" in its name twice, you know it is desperate for attention. The company makes LED lamps and losses. Oh and football. Yes, it has bought a French soccer club, FC Sochaux-Montbeliard SA. After all, why sponsor the shirts when you can buy the whole thing?
The interim report at 30-Jun-2015, shows net tangible assets of RMB475m (HK$594m) or about HK$0.092 per share. Turnover for the period was RMB111m, so if you annualize that you get RMB222m or HK$278m. So the shares are trading at about 20.4x NTA and about 44x turnover.
L&A (8195)
This is another bubble stock. L & A International Holdings Ltd (L&A, 8195) makes cashmere sweaters. It listed on 10-Oct-2014 after a placing at $0.06 per share (adjusted for the 10:1 split on 21-Apr-2015). In the placing, the top 10 placees received 89.74% of the float. It closed on 23-Sep-2015 at $2.92, up 48.7x since the listing. The market value is HK$11.68bn, compared with net tangible assets of HK$129m at 31-Mar-2015, or about $0.032 per share, so it trades at 90x book value. Revenue for the year was $350m, so it trades at 33x sales.
Despite this ridiculous valuation, or perhaps because of it, CEEI bought 69.384m L&A shares (1.73%) in the market from 17-Apr-2015 to 12-May-2015, spending a total of HK$112.7m or an average of $1.62 per share. This was announced on 12-May-2015. Of course, we don't know who the sellers were. Lucky them.
On 24-Jun-2015, the SFC issued a concentration warning, noting that 19 shareholders held 23.18% out of the 25% float.
Roundup
What you have seen here is a repeated pattern of abuse. The key steps in several transactions are:
Position votes in friendly hands which are not visibly connected to controlling shareholders or executive directors, by issuance of new shares or transfer of existing shares.
Arrange loan financing for any existing controller to take up entitlements, or even sell shares in the market with enough time gap to deter allegations of insider dealing.
Announce either (i) a large, deep-discount open offer without excess applications; or (ii) a "special mandate" placing, which in the first case will need "independent" shareholders' approval and in the latter, just shareholders' approval.
Use friendly votes to approve the proposal which damages the financial interests of anyone who cannot or does not put up cash (in the case of a placing, this isn't even an option).
Complete the fund-raising and receive deeply discounted shares as the underwriter, sub-underwriter or placee of the shares.
Hong Kong deserves better if it wishes to make a claim to be a world-class financial centre.
© Webb-site.com, 2015
28 : jj1984(29252)@2015-09-28 23:35:04
點解追擊隆成變左集成?
29 : greatsoup38(830)@2015-09-28 23:43:57
成堆都是同系
30 : GS(14)@2015-10-19 02:40:32
http://webb-site.com/articles/CAID.asp
CAID (0048) gains from umbrella bubble
10th October 2015
In our article Bubbles and Troubles in Hong Kong (24-Sep-2015) we noted that there were huge unrealised investment gains in the interim results of China Automotive Interior Decoration Holdings Ltd (CAID, 0048) for the 6 months to 30-Jun-2015 and that it had failed to disclose what these investments were, claiming:
"At 30 June 2015, there was no significant investment held by the Group"
Webb-site filed complaints with SEHK (under the Listing Rules) and the SFC (under the Securities and Futures Ordinance, that this was a false and misleading statement). Last night, CAID made an announcement, noting that "errors have been found" in this binary statement. So it was false. CAID now discloses 3 investments. The largest by far is about 227.3m shares (1.52%) of umbrella-maker China Jicheng Holdings Ltd (CJ, 1027). As we noted in the article, this stock is in a huge bubble. CAID says these shares were purchased for about RMB 7.9m (HK$9.9m) which implies that they were allocated in the IPO at HK$0.044 (split-adjusted).
At 30-Jun-2015, CAID's shares in CJ were valued at RMB 371.2m, or 48.7% of CAID's net tangible assets of RMB 761.9m. The other 2 holdings disclosed yesterday were 0.7% of Suncorp Technologies Ltd (Suncorp, 1063, also mentioned in our article) and 0.8% of China Properties Investment Holdings Ltd (CPI, 0736). CPI was also in a bubble and has dropped 89.5% from $2.37 to $0.25 since 30-Jun-2015. Suncorp was a bubble but peaked at $1.51 on 5-May-2015, and was already down to $0.52 by 30-Jun. It closed on Friday at $0.222, down 57.3% since the end of June. Meanwhile the umbrella bubble is staying up. By last night, CJ had only fallen 9.6% since 30-Jun-2015 and had a market value of HK$28.2bn, or 70.6x its net tangible assets of $399.6m.
In Chinglish, the CAID announcement says:
"Although the recent weakness in the stock market, the Board expects the performance of Significant Investments will still contribute positive return to the Group in the near future"
The Board does not give any reasons for that expectation. In our view, nobody could reasonably expect a bubble to grow larger or even to stay inflated, assuming that person did not know of any plan to make that happen. CJ accounted for 65.8% of the held-for-trading investments at 30-Jun-2015, and the other two holdings are down sharply, so it is hard to see how the overall portfolio returns "in the near future" could be expected to be positive. The Stock Exchange should require CAID to either justify that statement or withdraw it.
As readers will recall, CAID also holds 75m shares (7.82%) of Lerado Group (Holding) Co Ltd (Lerado, 1225) received at $0.60 each in exchange for a business sale. At the 30-Jun-2015 closing bid price of $0.59, these were worth HK$44.25m, or RMB 35.4m. So the 4 investments together amounted to RMB 514.6m, or 91.2% of CAID's investments. Lerado closed on Friday at $0.27, down 54.2% since the end of June.
Lerado next?
So now we have identified 2 shareholders of the umbrella bubble, namely CAID with 1.52% and China Environmental Energy Investment Ltd (CEEI, 0986) with 2.11%, out of the 25% float. As we noted in the article, CEEI also bought into the Suncorp bubble. Given the other identified connection between CAID and Lerado Group (Holding) Co Ltd (1225), we suspect that Lerado's massive market gains for the first half of 2015 also involve a shareholding in CJ, but so far, they're not saying. The SFC probably knows who held the stock at 27-Apr-2015, because it announced that 16 shareholders then held 96.1% of the float.
© Webb-site.com, 2015
31 : greatsoup38(830)@2016-03-26 03:39:47
8179虧損增277%，至3,400萬，3億可變現資產，持有8195、8193、1389、736、8087、1027、8109、1063，已成康健系
32 : GS(14)@2016-03-29 02:02:24
1拆5
33 : qt(2571)@2016-03-29 21:08:28
又拆?
34 : greatsoup38(830)@2016-03-30 02:26:48
升得多都要散貨
35 : greatsoup38(830)@2016-04-04 00:00:33
盈利降78%，至1,500萬，1.36億現金
36 : greatsoup38(830)@2016-04-05 02:48:52
48轉虧5,500萬，3.32億可變現資產，持有1225，1027
37 : greatsoup38(830)@2016-07-03 15:08:34
虧損降45%，至3,800萬，986持有745、802、1027、1063、1225、2324、8021、8193、8195
38 : GS(14)@2016-08-02 17:23:20
盈喜
39 : GS(14)@2016-08-19 17:16:53
986 SELL 1027 BUY 8217 SELL 8193
40 : greatsoup38(830)@2016-08-21 05:05:49
8120 holds 8195、1389、8193、986、8087、736、1027、8217
41 : GS(14)@2016-09-13 17:07:15
轉盈2,100萬，300萬現金
42 : greatsoup38(830)@2017-01-24 03:27:51
盈警
43 : greatsoup38(830)@2017-05-15 02:54:51
轉虧100萬，輕債
44 : greatsoup38(830)@2017-06-28 05:51:22
脫離康健系:243、1389、1027
45 : greatsoup38(830)@2017-06-28 06:07:07
OH
46 : greatsoup38(830)@2017-06-28 14:05:48
745 SELL 1027
47 : greatsoup38(830)@2017-06-28 17:39:37
中國集成控股有限公司（「本公司」）董事會（「董事會」）已注意到今日本公司股份
價格下跌及成交量上升。經作出於該等情況下有關本公司之合理查詢後，董事會
確認，其並不知悉任何導致該等股價及成交量波動之原因，亦不知悉任何必須公
告以避免本公司證券出現虛假市場情況之資料或任何須根據證券及期貨條例第
XIVA部予以披露之內幕消息。
48 : GS(14)@2017-07-04 12:31:04
主要股東出售股份
董事會獲本公司主要股東Jicheng Investment Limited（「Jicheng Investment」）知會，
Jicheng Investment 已分別於二零一七年六月三十日及二零一七年七月三日於聯交
所交易平台透過市場交易按每股股份約0.0128港元及每股股份約0.0101港元之平均
代價出售30,008,000,000股股份及3,167,740,000股股份（「銷售股份」）（佔已發行股
份總數之約4.01% 及約4.22%）（「出售事項」）。Jicheng Investment 已進一步知會本
公司，就其所深知，銷售股份之買方為獨立於本公司且與本公司並無關連之第三
方（定義見上市規則）。於本公告日期，Jicheng Investment由黃文集先生（本公司董
事）全資及實益擁有。
緊隨出售事項後，Jicheng Investment於本公司之股權由約74.48%減少至約66.25%。
49 : GS(14)@2017-07-04 12:31:04
主要股東出售股份
董事會獲本公司主要股東Jicheng Investment Limited（「Jicheng Investment」）知會，
Jicheng Investment 已分別於二零一七年六月三十日及二零一七年七月三日於聯交
所交易平台透過市場交易按每股股份約0.0128港元及每股股份約0.0101港元之平均
代價出售30,008,000,000股股份及3,167,740,000股股份（「銷售股份」）（佔已發行股
份總數之約4.01% 及約4.22%）（「出售事項」）。Jicheng Investment 已進一步知會本
公司，就其所深知，銷售股份之買方為獨立於本公司且與本公司並無關連之第三
方（定義見上市規則）。於本公告日期，Jicheng Investment由黃文集先生（本公司董
事）全資及實益擁有。
緊隨出售事項後，Jicheng Investment於本公司之股權由約74.48%減少至約66.25%。
50 : GS(14)@2017-07-07 02:55:55
745持有1027、986
51 : greatsoup38(830)@2017-07-09 15:35:16
Webb 曰:
Huang Wenji cut his stake from 74.48% to 66.25%, selling 8.23% at an average $0.0115 per share, a loss of 95.9% since last Monday (26-Jun-2017), but still almost double the net assets per share of $0.0064. No word on whether any of his shares were pledged. The announcement contains a probable error - if he sold 4.01% on Friday, that is about 3,008m shares, not 30,008m shares. Total proceeds for the 2 days were about HK$71m
黃文集售出股份，把股權以1.15仙售出8.23%，由74.48%，降至66.25%，自2017年6月26日一星期，損失率達到95.9%，但仍然是一個泡沫，因每股資產值只是0.64仙。並無資料指出他的股份已抵押。這公先有一個肯定的錯誤，只有大約30.08億股，非300.08億股。這兩日套現近7,100萬。
52 : greatsoup38(830)@2017-07-09 15:38:25
Webb 曰:
Huang Wenji cut his stake from 74.48% to 66.25%, selling 8.23% at an average $0.0115 per share, a loss of 95.9% since last Monday (26-Jun-2017), but still almost double the net assets per share of $0.0064. No word on whether any of his shares were pledged. The announcement contains a probable error - if he sold 4.01% on Friday, that is about 3,008m shares, not 30,008m shares. Total proceeds for the 2 days were about HK$71m
黃文集售出股份，把股權以1.15仙售出8.23%，由74.48%，降至66.25%，自2017年6月26日一星期，損失率達到95.9%，但仍然是一個泡沫，因每股資產值只是0.64仙。並無資料指出他的股份已抵押。這公先有一個肯定的錯誤，只有大約30.08億股，非300.08億股。這兩日套現近7,100萬。
53 : greatsoup38(830)@2017-08-13 17:25:10
本公司董事會（「董事會」）謹此知會本公司股東（「股東」）及有意投資者，根據對
本集團截至二零一七年六月三十日止六個月之未經審核綜合管理賬目之初步評估，
預期本集團截至二零一七年六月三十日止六個月的綜合業績將錄得溢利較截至二
零一六年六月三十日止的相應六個月出現顯著下降。
有關溢利下降乃主要由於(i) 收益較二零一六年同期下降約24.3%，乃由於我們的
中國貿易公司客戶的銷售量受市況不佳影響而下降及(ii) 毛利較二零一六年同期
下降約32.5%，此乃主要由於收益下降及本集團的POE 雨傘產品（其具有較高的毛
利率）減少導致毛利率下降。
董事會謹此強調，本集團之財務狀況維持穩定及正面。董事會將持續審閱本集團
的策略及經營，以提升其業務表現及股東回報。
54 : GS(14)@2017-11-29 11:35:40
1027 BUY 397 FOR EXCHANGE SHARES
55 : GS(14)@2017-11-29 11:36:02
1027 BUY 397 FOR EXCHANGE SHARES
56 : GS(14)@2018-01-23 14:25:30
香港聯合交易所有限公司（「聯交所」）上市委員會（「上市委員會」）
譴責：
(1) 宏霸數碼集團（控股）有限公司（現稱中國錢包支付集團有限公司）（該公司）（股
份代號：802）未能確保於 2015 年 8 月 28 日刊發的公告所載的資訊在各重要方面
是準確完整，沒有誤導，違反了《香港聯合交易所有限公司證券上市規則》（《上市
規則》）第 2.13(2)條；
57 : GS(14)@2019-05-02 08:17:25
買造假貿易公司
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