[創業板]中國三三傳媒(8087)專區
1 :
GS(14)@2011-01-09 16:03:36http://www.hkgem.com/listing/pre ... 101224-layout_c.htm
http://www.hkgem.com/listing/prelist/CWP33MED-20101224-full.pdf
招股書
http://www.hkexnews.hk/listedco/ ... TN20110221002_C.pdf
http://www.hkexnews.hk/listedco/ ... LN20110222006_C.HTM
正式招股書
http://realforum.zkiz.com/thread.php?tid=12284
新聞專區
2 :
GS(14)@2011-01-09 16:09:35又是福建假野...
http://www.hkgem.com/listing/prelist/CWP33MED-20101224-10.pdf
http://www.hkgem.com/listing/prelist/CWP33MED-20101224-13.pdf
公司祕書做346非執董
3 :
reference(1610)@2011-01-09 22:11:362樓提及
又是福建假野...
http://www.hkgem.com/listing/prelist/CWP33MED-20101224-10.pdf
http://www.hkgem.com/listing/prelist/CWP33MED-20101224-13.pdf
公司祕書做346非執董
湯兄可否講下假喺邊?
4 :
jjolean(1007)@2011-01-09 22:29:13我都想知假係邊度
湯兄俾D hints?
5 :
GS(14)@2011-01-10 21:02:133樓提及
2樓提及
又是福建假野...
http://www.hkgem.com/listing/prelist/CWP33MED-20101224-10.pdf
http://www.hkgem.com/listing/prelist/CWP33MED-20101224-13.pdf
公司祕書做346非執董
湯兄可否講下假喺邊?
無交稅的
6 :
GS(14)@2011-02-13 13:55:142011-2-10 HT
高鐵免費雜誌 月底上創板
自中國宏橋（新上市編號：01378）暫時擱置招股計劃，加上內地加息增添不明朗因素，市場亦對新股抱持觀望態度。不過，於內地高鐵綫免費派發雜誌的三三傳媒集團，將於本月底在創業板掛牌，集資3億至4億元，料可為兔年新股市場測試水溫。
三三傳媒於內地所有高鐵綫派發雜誌《旅伴》、《報林》和《旅客報》，市佔率第一。此外，公司亦於內地常規列車播放音頻節目「和諧鐵路之聲」，並擁有於內地民航機場的航空管制塔出售廣告位的獨家權利。
三三傳媒 集資最多4億
集團計劃未來通過收購，或於常規列車及和諧號動車組列車的火車站安裝廣告燈箱。同時，集團亦會拓展網上平面媒體廣告。
消息指，截至去年上半年，三三的純利為3,000萬元人民幣，預計全年純利逾7,000萬元人民幣，較2009年的868萬元人民幣增長逾7倍。消息稱，三三將於下周舉行小型投資者推介會。由於此次招股不設公開發售部分，公司擬於本月28日在創業板掛牌。保薦人為招銀國際及大和證券。
配售形式上市 基金看好
中央出招加息，加上資金撤出新興市場，大市表現相當反覆。有見今年以來掛牌的新股至今表現未見突出（見表），基金經理均表示近期新股估值過高，上升水位有限，故對新股沒有信心。不過，由於三三集資額有限，加上只會分配予機構性投資者，基金經理均表示在貨源集中下，此股有上升空間，有望打破新股悶局。
7 :
GS(14)@2011-02-22 07:40:08http://www.hkexnews.hk/listedco/ ... LN20110222002_C.pdf
中國三三傳媒集團有限公司
（於開曼群島註冊成立的有限公司）
配售
配售股份數目： 162,000,000股股份，
包括150,000,000股新股
及12,000,000股待售股份
（視乎超額配股權而定）
配售價： 不超過每股配售股份2.38港元，
另加1%經紀佣金、0.003%證監會
交易徵費及0.005%聯交所交易費
面值： 每股股份0.001美元
股份代號： 8087
8 :
GS(14)@2011-02-26 16:36:40http://www.hkexnews.hk/listedco/ ... LN20110225002_C.pdf
配售
配售股份數目： 162,000,000股股份，
包括150,000,000股新股及
12,000,000股待售股份
（視乎超額配股權而定）
配售價： 每股配售股份1.80港元，
另加1%經紀佣金、
0.003%證監會交易徵費及
0.005%聯交所交易費
面值： 每股股份0.001美元
股份代號： 8087
9 :
GS(14)@2011-04-02 18:05:21http://www.hkexnews.hk/listedco/ ... LN20110328100_C.pdf
好強勁，但第一年看不出甚麼
10 :
GS(14)@2011-07-01 17:25:18http://www.hkexnews.hk/listedco/ ... LN20110630152_C.pdf
誠 如 招 股 章 程 所 述，董 事 隨 後 預 計，償 付 未 支 付結 餘、解 散 五 家 運 營 實 體 及 其 後 自 動 終 止 相 關 結 構 協 議 將 於2011年6月 底 前 完成。然 而，鑒 於 以 下 原 因，於 本 公 佈 日 期 尚 未 完 成 解 散 五 家 運 營 實 體 及 自 動 終止 相 關 結 構 協 議。
成 都 旅 伴 及 廣 州 旅 伴
於2011年4月，支 付 集 團 內 結 餘 後，本 公 司 已 向 有 關 機 構 遞 交 申 請，解 散 成 都 旅伴 及 廣 州 旅 伴。預 期 解 散 成 都 旅 伴 及 廣 州 旅 伴 將 於2011年 底 前 完 成。
北 京 旅 伴、濟 南 旅 伴 及 上 海 旅 伴
於2011年4月 及5月，北 京 旅 伴、濟 南 旅 伴 及 上 海 旅 伴 從 相 關 稅 務 檢 查 局 收 到 稅務 檢 查 通 知，要 求 進 行 稅 務 記 錄 檢 查，據 董 事 所 知，有 關 檢 查 屬 當 地 稅 務 檢 查局 的 例 行 程 序。北 京 旅 伴、濟 南 旅 伴 及 上 海 旅 伴 須 於 解 散 程 序 開 始 前 遵 守 檢 查規 定。截 至 本 公 佈 日 期，概 無 由 稅 務 檢 查 局 遵 循 上 述 規 定 通 知 執 行 的 檢 查，因此 本 集 團 無 法 確 定 此 三 家 公 司 何 時 可 申 請 解 散。
鑒 於 上 述 情 況，解 散 五 家 運 營 實 體 及 自 動 終 止 相 關 結 構 協 議 將 不 會 於2011年6月 底 前 完 成。
誠 如 招 股 章 程 所 披 露，倘 未 能 於2011年6月 底 前 完 成 解 散 五 家 運 營 實 體，本 集 團計 劃 其 後 向 林 先 生 及 阮 先 生 或 獨 立 第 三 方 出 售 五 家 運 營 實 體 的 經 濟 利 益 及 權益。然 而，由 於 延 誤 的 原 因 與 行 政 性 質 有 關，加 上 五 家 運 營 實 體 已 停 止 營 運，董 事 認 為，遵 守 稅 務 檢 查 規 定 及 解 散 申 請 程 序 後，解 散 五 家 運 營 實 體 應 並 無 障礙。因 此，董 事 認 為，本 公 司 毋 須 於 現 階 段 向 林 先 生 及 阮 先 生 或 獨 立 第 三 方 出售 五 家 運 營 實 體 的 經 濟 利 益 及 權 益。
本 公 司 將 進 一 步 公 佈 有 關 解 散 五 家 運 營 實 體 的 重 大 發 展。
11 :
GS(14)@2011-09-03 10:30:05http://www.hkexnews.hk/listedco/ ... LN20110902136_C.pdf
遲D會唔會買野?
12 :
CHAUCHAU(1254)@2011-12-08 12:14:218087 福建野想偷錢?
http://www.hkexnews.hk/listedco/ ... LN20111207011_C.pdf
本集團與中國相關鐵路局授權的廣告公司已就上述權利訂立七項協議。除其中一項協議的有效期將於2013 年2 月28日屆滿外，餘下六項協議的有效期將於2012 年12 月31日屆滿。根據該等協議，本集團須向該等廣告公司支付廣告代理費、保養費及╱或媒體服務費，總額約人民幣75,530,000 元，須於2012 年6 月15 日或之前分期支付。
13 :
GS(14)@2012-01-21 18:38:17http://www.hkexnews.hk/listedco/ ... LN20120120055_C.pdf
so laughing this company
本公司董事（「董事」）會（「董事會」）謹此知會本公司股東及有意投資者，根據董
事會對截至2011 年12 月31 日止年度本公司未經審核綜合管理賬目（有關資料既
未經本公司審核委員會正式審閱，亦未經核數師審核）的初步評估，截至2011
年12月31日止年度之本公司擁有人應佔純利，可能顯著低於2010年同期之數字。
董事會相信，純利下滑主要是由於2011 年7 月23 日發生溫州高鐵追撞事故打擊
了廣告需求，加上中國政府對房地產業實施調控措施，導致物業發展商及其
他相關公司的廣告訂單減少所致。
14 :
jjolean(1007)@2012-01-22 00:14:25nevermind..they just want to change to main board..reach the requirement is ok
15 :
GS(14)@2012-01-22 09:58:5114樓提及
nevermind..they just want to change to main board..reach the requirement is ok
have you read the news in Money Times?
16 :
jjolean(1007)@2012-01-23 22:58:2315樓提及
14樓提及
nevermind..they just want to change to main board..reach the requirement is ok
have you read the news in Money Times?
no, where can I read it?
17 :
GS(14)@2012-01-23 22:59:0916樓提及
15樓提及
14樓提及
nevermind..they just want to change to main board..reach the requirement is ok
have you read the news in Money Times?
no, where can I read it?
等我一陣，我把它上線
18 :
GS(14)@2012-01-24 00:55:592012-01-16 im
到底三三傳媒的背景有多勁？「哈哈哈……這個事情我可以跟你談，去年2月我們做路演的時候，鐵道部的領導
就出事了（原鐵道部長劉志軍被免職），基金公司當時都在問，我們跟他有甚麼關係？我說，真的沒有關係！」公
司行政總裁兼執行董事韓文前，在接受本刊專訪時坦白回應。
「我們做這個媒體，不是因為甚麼關係。為甚麼呢？這個行業初期經營水平真的很低，但我們管理層有經驗
，懂得怎樣去做，也就投資進去了，用了很多年時間才令人認同，才令旅客滿意，這才是最關鍵。我們是靠自己去
打拼，就是這個意思。」
的確，三三傳媒上市至今不算一帆風順，上市時遇着鐵道部領導被捕，去年7月剛推出新刊物《旅客報1318》
，卻又遇上「723溫州事故」，難免對公司拓展廣告網絡帶來影響。
「723事故對我們是有影響的，主要在兩個方面。第一，原定開通的綫路沒開通，也令我們一些刊物無法開通
；第二，廣告客戶以為高鐵人流減少，廣告的價值下跌，也就取消了廣告。」
...
自京滬高鐵正式通車後，公司每月共印製約10萬本刊物於京滬高鐵上供乘客閱覽。「一般刊物的傳閱率是2至
3個人，但我們每本卻可以每月有100個人看到，是正常的幾十倍以上。由於列車上屬封閉空間，我們又伴隨高鐵發
行，可大大縮短培養讀者的周期，最重要是國家十二五仍支持鐵路規劃，我們對前景仍充滿信心！」
19 :
iniesta(1400)@2012-05-07 19:59:28其實呢隻野同550, 品牌中國做的東西好似差唔多
20 :
GS(14)@2012-05-07 21:12:0319樓提及
其實呢隻野同550, 品牌中國做的東西好似差唔多
都是平面雜誌廣告代理，只是受眾有些不同
21 :
iniesta(1400)@2012-05-08 20:02:15唔知會唔會好似550咁發展呢
22 :
GS(14)@2012-05-08 20:35:1621樓提及
唔知會唔會好似550咁發展呢
福建野唔信
23 :
GS(14)@2012-07-28 13:56:34http://www.hkexnews.hk/listedco/ ... LN20120727083_C.pdf
本公司董事（「董事」）會（「董事會」）謹此知會本公司股東及有意投資者，根據董
事會對本公司現時可供參閱之財務資料（有關資料既未經本公司審核委員會
審閱，亦未經本公司核數師審核）的初步評估，本集團預期於截至2012 年6 月30
日止六個月將錄得虧損，而2011 年同期則為錄得利潤。
董事會相信，虧損主要歸因於高速鐵路列車上頭枕巾、摺枱及海報框架廣告
項目而支付的代理費用、維護費用及媒體服務費用攤銷而導致利潤率下跌、
員工數目增加及員工成本增加、平面媒體業務印刷成本增加，以及應付本集
團出版夥伴的代理費用增加。此外，由於往年發生溫州動車撞車事故連同中
國經濟持續不明朗的情況，對廣告的需求減少，加上中國政府亦對房地產業
實施調控措施，來自房地產開發商及其他相關公司的廣告訂單減少，令期間
內的收益較2011 年同期大幅下降。
有關本集團截至2012 年6 月30 日止六個月的中期業績的詳情，將遵照創業板上
市規則載於中期業績公佈內。
24 :
GS(14)@2012-10-28 10:09:22http://www.hkexnews.hk/listedco/ ... LN20121026024_C.pdf
本公司董事（「董事」）會（「董事會」）謹此知會本公司股東及有意投資者，根據董
事會對本公司現時可供參閱之財務資料（有關資料既未經本公司審核委員會
審閱，亦未經本公司核數師審核）的初步評估，本集團預期於截至2012 年9 月30
日止九個月將錄得虧損，而2011 年同期則為錄得利潤。
董事會相信，虧損主要歸因於高速鐵路列車上頭枕巾、摺枱及海報框架廣告
項目而支付的代理費用、維護費用及媒體服務費用攤銷而導致利潤率下跌、
員工數目增加導致員工成本增加、平面媒體業務印刷成本增加，以及支付本
集團出版夥伴的代理費用增加。此外，中國政府亦對房地產業實施調控措施，
來自房地產開發商及房地產開發相關公司的廣告訂單減少，令期間內的收益
較2011 年同期大幅下降。
25 :
GS(14)@2012-11-01 00:02:55http://www.hkexnews.hk/listedco/ ... LN20121031062_C.pdf
中國三三傳媒集團有限公司（「本公司」）董事（「董事」）會（「董事會」）謹此宣佈，
梁廷育先生（「梁先生」）因其個人事業發展而辭任本公司財務總監、公司秘書
及獲授權代表之職務，自2012 年10 月31 日起生效。梁先生已確認，其並無與董
事會意見不合，亦無任何有關其辭任而須知會本公司股東之事宜。
董事會欣然宣佈，李文泰先生（「李先生」）已獲委任為本公司之財務總監、公司
秘書及獲授權代表，自2012 年10 月31 日起生效。李先生於2000 年畢業於嶺南大
學工商管理學士學位，並於2010 年獲得香港理工大學工商管理（金融服務）碩
士學位。李先生自2004 年起亦為香港會計師公會之會員及自2007 年起為英國
特許公認會計師公會之會員。於2012 年，李先生獲認可為英國特許公認會計
師公會之資深會員。李先生在會計及審計方面擁有逾十年專業經驗。李先生
自2000 年6 月至2001 年7 月任職於魏穎楠會計師事務所。彼其後自2001 年9 月至
2006 年4 月任職於均富會計師行（現稱香港立信德豪會計師事務所有限公司）。
在加入本公司之前，自2006 年10 月至2012 年10 月，李先生擔任中國元邦房地產
控股有限公司（一家於百慕達註冊成立的公司）之財務總監兼公司秘書，該公
司股份在新加坡股票證券交易所有限公司主板上市，股份代號為B2X。
民企財技人
26 :
jjolean(1007)@2012-11-01 01:22:34the people down grade jor...
27 :
GS(14)@2012-11-03 09:15:3426樓提及
the people down grade jor...
隻野福建野你仲想點?
28 :
GS(14)@2013-01-08 00:28:43http://www.hkexnews.hk/listedco/ ... LN20130107036_C.pdf
本公佈乃由中國三三傳媒集團有限公司（「本公司」，連同其附屬公司統稱「本
集團」）根據香港聯合交易所有限公司創業板證券上市規則第17.10 條作出。
本集團為《旅客報》、《旅伴》和《報林》的獨家廣告代理，而該等報刊為鐵道部批
准在列車車廂內分銷的五種出版物其中三種。本公司董事（「董事」）會（「董事會」）
謹此宣布，根據中國廣告協會鐵路分會於2012 年11 月29 日發出的公告（「中國廣
告協會鐵路分會第一項公告」），該會邀請合資格參與者參加中國所有旅客列
車雜誌分銷權的公開招標。
根據中國廣告協會鐵路分會第一項公告，公開招標的有興趣參與者應於2012
年12 月24 日下午4 時或之前提交標書，而招標將於2012 年12 月29 日進行。其後，
2012 年12 月31 日，中國廣告協會鐵路分會宣布將提交標書的最後期限押後至
2013 年1 月17 日下午4 時，而招標將於2013 年1 月19 日進行（「中國廣告協會鐵路
分會第二項公告」）。然而，中國廣告協會鐵路分會並無宣佈招標結果的刊登
日期。
董事會獲悉，《旅伴》的出版夥伴中國鐵道出版社以及《報林》與《旅客報》的出版
夥伴人民鐵道報社擁有參加公開招標所需的資格。
就董事會所知悉，根據公開招標的結論和結果，倘若上述報紙和期刊的有關
出版商選擇不參加該項公開招標，或有關出版商參加該項公開招標而並未中標，
有關出版商可能無法繼續於旅客列車分銷其報紙和期刊。在這種情況下，有
關出版商可能需另覓途徑分銷上述報紙和期刊，甚或停止刊印有關報紙和期刊。
在2011年12月31日止年度內，印刷媒體廣告業務佔本集團總收益約83.1%。因此，
倘上述任何出版夥伴決定不參加公開招標，或未能藉公開招標取得分銷權，
則《旅伴》、《報林》及╱或《旅客報》未能在旅客列車分銷及╱或在其他可為其招徠
相若數量廣告的分銷渠道分銷，又或任何出版夥伴日後選擇停止出版該等報
紙和雜誌，本集團的收益及盈利能力將可能會受到重大不利影響。
29 :
GS(14)@2013-01-24 01:25:00http://www.hkexnews.hk/listedco/ ... LN20130123030_C.pdf
中國旅客列車雜誌分銷權公開招標的結果
茲提述本公司日期為2013 年1 月7 日的公佈，內容有關中國旅客列車雜誌分銷
權公開招標。
本公司董事（「董事」）欣然宣佈，《旅伴》的出版夥伴中國鐵道出版社透過公開招
標已成功取得《旅伴》的分銷權。中國鐵道出版社將於2013 年2 月28 日或之前與
各個鐵路局的廣告公司訂立正式協議。
董事會（「董事會」）獲悉，《旅客報》及《報林》的出版夥伴人民鐵道報社尚未就《旅
客報》及《報林》提交標書。於招標結果公佈後，《旅客報》已停止在中國高速鐵路
網絡分銷，而《報林》已停止在中國高速鐵路網絡及經挑選常規列車分銷。本公
司了解到，《旅客報》及《報林》的出版夥伴正就繼續於中國高速鐵路及常規列車
的分銷權與相關國家及若干地方鐵路局進行磋商。
於截至2011 年12 月31 日止年度內， 印刷媒體廣告業務佔本集團的總收益約
83.1%，而《旅客報》及《報林》佔本集團於印刷媒體廣告業務分部的收益合共
50%。因此，倘《旅客報》及《報林》未能恢復在旅客列車分銷及╱或在其他可為其
招徠相若數量廣告的分銷渠道分銷，又或人民鐵道報社日後選擇停止出版該
等報紙和雜誌，本集團的收益及盈利能力將可能會受到重大不利影響。
本集團將就《旅客報》及《報林》的前景以及與人民鐵道報社訂立的合作協議情
況進行商討。本公司將就有關本集團與人民鐵道報社針對上述報紙和雜誌的
前景進行商討後作出的決定的任何重大發展作出進一步公佈。
盈利預警
茲提述本公司日期為2012 年10 月26 日的公佈，內容有關截至2012 年9 月30 日止
九個月之盈利預警，以及本公司日期為2012年12月13日的公佈（「2012年12月公佈」），
內容有關向本公司全資附屬公司北京奧神傳媒廣告有限公司（「北京奧神」）發
出傳票（「北京奧神合約爭議」）。
董事會謹此知會本公司股東及有意投資者，根據董事會對本公司現時可供參
閱之財務資料（有關資料既未經本公司審核委員會審閱，亦未經本公司核數師
審核）的初步評估，本集團預期於截至2012 年12 月31 日止全年將錄得虧損，而
2011 年同期則為錄得利潤。
董事會相信，虧損主要歸因於高速鐵路列車上頭枕巾、摺枱及海報框架廣告
項目而支付的代理費用、維護費用及媒體服務費用攤銷而導致利潤率下跌、
員工數目增加導致員工成本增加、平面媒體業務印刷成本增加，以及支付本
集團出版夥伴的代理費用增加及北京奧神合約爭議，其中北京奧神可能須支
付損害賠償約人民幣4,700,000 元（詳情載於2012 年12 月公佈）。此外，中國政府
亦對房地產業實施調控措施，來自房地產開發商及房地產開發相關公司的廣
告訂單減少，令期間內的收益較2011 年同期大幅下降。
有關本集團截至2012 年12 月31 日止全年業績的詳情，將遵照聯交所創業板證
券上市規則載於本公司業績公佈內。
30 :
greatsoup38(830)@2013-01-27 12:07:14中國三三傳媒至是
全國旅客列車雜誌擺放權招標結果近日揭曉。原計劃招標8本雜誌，最終僅有奧神傳媒的《旅伴》和沃美傳媒的《旅遊地理》兩本雜誌競標獲得擺放權。
「雖然中標了，但心情並不能輕鬆起來。」昨日，沃美傳媒相關負責人在接受《第一財經日報》採訪時稱，「這樣的價格，我想對目前參與競標的雜誌社來說太高了，我們所能接受的競標費是在1000萬以下。」
該負責人告訴本報記者，《旅遊地理》2012年的營業收入只有2000多萬元，按照規定，競標成功後實行分期付款，但首付需要支付一年競標費用的75%，也就是1837.5萬元。「企業利潤都拿去競了標。」
有業內人士對此分析稱，雖然鐵路雜誌擺放權招標可為鐵道部帶來一定收益，但動車三年最少7000多萬元的擺放權費價位過高，與目前紙質雜誌的年盈利環境不相符。操之過急，可能欲速則不達。
不堪擺放費之貴
2012年11月29日，中國廣告協會鐵路分會發佈了《全國鐵路旅客列車雜誌擺放權聯合招商公告》。根據招商文件規定，列車雜誌擺放權費分兩種，一種是動車擺放權費，一種是既有列車（非動車）擺放權費。動車擺放權費底價為每種雜誌3.5萬元/組/年，目前全國有700組動車，如此計算，每年要上架的雜誌至少需要支付2450萬元渠道費。
按照公告規定，招標一次至少簽約3年，如此計算，3年至少需要花費7350萬元。如果擺放在既有列車（非動車）上，既有列車擺放權費底價為0.1萬元/組/年，目前既有列車全國有1.3萬輛，則每年至少需要支付1300萬元。按照3年計算，3年至少需要花費3900萬元。
上述沃美傳媒負責人介紹，2010年10月，公司與中國鐵路文藝雜誌社合作，聯合推出《旅遊地理》。在2012年12月上旬鐵道路宣佈將進行擺放權招標之前，「《旅遊地理》基本上是免費擺放在火車上。現在進行招標也可，但招標價格太貴了，雜誌承擔不了。」
不單是《旅遊地理》盈利能力單薄，參與競標的其他企業也是如此。在動車上一直有發行《和諧之旅》的北京賽迪傳媒投資股份有限公司（下稱「賽迪傳媒」，000504.SZ）1月21日發佈公告稱退出此次競標。公司方面表示：「目前鐵道媒體業務佔公司主營業務收益近40%，從目前《和諧之旅》業務收入及利潤增長情況看，無法負擔上述巨額的渠道費用和融資財務成本。」
賽迪傳媒財報顯示，2012年扣除非經常性損益後的淨利潤為-1191.75萬元，2013年媒體業務板塊預計總收入也只有4200萬元。
中投顧問文化行業研究員沈哲彥認為，目前我國高鐵、動車方面的廣告發展正處於起步階段，定價機制尚未成熟。由於高鐵、動車修建完成時間較短，有關部門為了盡快回本，抬高廣告定價，並沒有給雜誌充足的孕育期，不符合時下的紙質傳媒環境。
債務高企急找錢
2012年12月上旬，北京產權交易所正式對外發佈全國鐵路旅客列車雜誌擺放權聯合招商公告，這是鐵路廣告資源首次通過產權市場對外招商。
當時業界普遍認為，全國列車上供旅客閱讀的報刊將打破由鐵路媒體壟斷的現狀，鐵路外媒體將有機會進入鐵路系統。
不過也有人士稱，2014年鐵道部將進入還債高峰，2013年被認為是至關重要的一年，鐵道部面臨轉型和擴大資金來源的壓力。
公開資料顯示，目前鐵道部債務高企，資金壓力嚴峻。截至2012年三季度，鐵道部的資產為43044億元，負債為26607億元，資產負債率為61.81%，稅後利潤則為-85.41億元。
近來，鐵道部支出費用還在不斷上升。日前，鐵道部計劃給一線工人漲工資，這是繼2011年4月和2012年1月兩次漲工資後第三次漲工資。此外，今年，鐵道部還計劃全年開工建設10萬套、基本建成7.5萬套職工保障性住房，這些項目無一還需要較大的資金來源。
此次雜誌擺放權的招標，對鐵道部而言不失為一種「開源」渠道。按照《全國鐵路旅客列車雜誌擺放權聯合招商公告》，此次鐵路雜誌擺放權招標共有兩個包件，包件一是動車擺放權，包件二是非動車擺放權。
按照北京產權交易所相關人士的說法，留給兩個包件的共有4個名額。如果4個名額全部競標動車擺放權，1個名額競標7350萬元，4個名額至少將達到2.94億元。如果動車擺放權4個名額滿額，其餘雜誌可競爭包件二。包件二也可競標4個名額，如果包件二4個名額滿額，鐵道部則可獲取1.5億元的競標額。兩個包件相加，鐵道部至少能獲得4.44億元的競標收入。
北京交通大學經濟管理學院教授趙堅昨在接受本報記者採訪時稱：「對雜誌擺放權進行公開招標，一定程度上可達到開源的效果，雖然它對鐵路龐大的負債而言十分微小。」
相關報導：
鐵路廣告首次招標 動車雜誌擺放權底價2450萬
「每份（雜誌擺放權）在動車組上的底價一年2450萬，在普通線路上的則是1300萬元。」 負責此次招標的中國廣告協會鐵路分會負責人鄧經理告訴記者，一個擺放權須簽三年，則每個媒體至少付出3900萬元才可能獲得上火車的機會。
鐵路媒體招標規則存爭議
本次招標的《全國鐵路旅客列車雜誌擺放權聯合招商公告》顯示，投標的雜誌須為月刊，總頁數不超過200頁，每期雜誌廣告篇幅不得超過總頁數的三分之一；必須有報導鐵路行業的新聞、服務信息等內容，不得少於總篇幅的15%。還規定，十八個鐵路局將委託中廣協鐵路分會成立編輯部，對雜誌中的鐵路行業內容進行編輯，並負責報送鐵路主管部門審批。
31 :
greatsoup38(830)@2013-03-31 20:23:028087
轉盈為虧蝕1.05億，9,800萬現金
32 :
GS(14)@2013-04-09 09:14:26seems 550 did it before
33 :
GS(14)@2013-08-13 19:09:128087
3個月轉虧為盈600萬，6個月轉虧為盈900萬，8,200萬現金
34 :
greatsoup38(830)@2013-09-10 23:59:18http://www.hkexnews.hk/listedco/ ... LN20130910042_C.pdf
拍電影
35 :
jjolean(1007)@2013-09-11 10:41:53steal money?
36 :
greatsoup38(830)@2013-09-11 22:57:4435樓提及
steal money?
或許是
37 :
iniesta(1400)@2013-09-12 04:28:04但係拍電影真係唔講得少, D垃圾到不堪的戲在大陸, 都可以收成幾億
38 :
GS(14)@2013-09-12 22:21:2237樓提及
但係拍電影真係唔講得少, D垃圾到不堪的戲在大陸, 都可以收成幾億
更多的戲蝕好多錢
39 :
iniesta(1400)@2013-09-13 03:31:16你講得冇錯的
http://media.people.com.cn/BIG5/n/2013/0531/c40606-21683157.html
40 :
greatsoup38(830)@2013-09-14 10:21:10根本有些同香港以前一樣，用拍戲來識女仔
41 :
greatsoup38(830)@2013-09-18 23:56:038087
42 :
GS(14)@2014-03-04 01:01:31盈警
43 :
GS(14)@2014-03-30 00:03:358087
虧損降65%，至2,800萬，8,200萬現金
44 :
GS(14)@2014-06-03 23:24:54財技人
45 :
GS(14)@2014-07-21 23:20:20盈警
46 :
GS(14)@2014-08-16 23:33:518087
3個月轉虧700萬，6個月轉虧2,500萬，6,200萬現金
47 :
GS(14)@2014-10-24 00:27:18盈警
48 :
greatsoup38(830)@2015-01-17 01:12:08盈警
49 :
greatsoup38(830)@2015-01-28 00:55:07賣盤?
50 :
GS(14)@2015-04-12 00:39:08配售1.2億股@0.22，開始賣
51 :
GS(14)@2015-04-26 01:31:21盈警
52 :
GS(14)@2015-04-30 12:50:38buy rubbish
53 :
GS(14)@2015-05-21 01:00:21搞新野
54 :
GS(14)@2015-06-02 03:02:10拍電影
55 :
greatsoup38(830)@2015-07-05 03:15:53電影
56 :
greatsoup38(830)@2015-07-25 12:19:581供7@10仙
57 :
Banana Republic(1499)@2015-07-25 23:52:33咁供法，好狼下喎。
58 :
GS(14)@2015-08-16 14:24:323個月虧增8%，至860萬，6個月虧降28%，至1,700萬，5,100萬現金
59 :
greatsoup38(830)@2015-09-06 22:20:11搞新電影，不搞舊電影
60 :
greatsoup38(830)@2015-09-28 23:13:06Bubbles 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
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GS(14)@2015-10-03 23:07:12http://www.mpfinance.com/htm/finance/20151003/news/eb_ebc.htm
三三傳媒：董事投訴無事實根據
2015年10月3日
【明報專訊】三三傳媒(8087)昨日中午收市後發出公告表示，確認已經於9月17日收到來自聯交所知會，收到一名董事投訴公司的函件。三三反駁稱，無意於可見將來收購金融資產管理公司，並且強調公司的公告及通函內容沒有誤導及欺詐成分，供股的包銷商均為獨立人士。對於被指無意發展電影業務及試圖欺騙股東的指控，該集團直指這純是投訴人個人揣測，毫無事實根據。
本報昨天報道。三三非執行董事王福清早前已經去信港交所及證監會，對三三作出投訴。三三昨日的股價收報0.108元，下跌3.57%。
三三的公告稱，從聯交所方面得悉，收到一名董事投訴公司的函件。該集團對於被指控披露發展電影業務的資料不準確，而且有誤導及欺侮詐成分，予以否認，更明言披露完備。
三三續稱，前任主席林品通及現任主席阮德清旗下力眾抵押及出售股份純私人商業決定，不應視為力眾擬撤出公司。三三強調，參與一供七集資的包銷商及分包銷商，以至在8月31日股東特別大會出席投票者，均與董事沒有關連。
62 :
GS(14)@2015-10-08 01:49:14咁就攤薄左
63 :
GS(14)@2015-10-25 14:12:55投資電影
64 :
greatsoup38(830)@2015-10-27 02:04:06盈警
65 :
greatsoup38(830)@2016-01-26 20:30:188078同8087合作拍電影
66 :
greatsoup38(830)@2016-01-26 20:30:248078同8087合作拍電影
67 :
greatsoup38(830)@2016-01-26 20:32:32盈警
68 :
greatsoup38(830)@2016-03-26 03:39:418179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
69 :
GS(14)@2016-03-27 23:14:35虧損降32%，至3,700萬，4.14億現金
70 :
GS(14)@2016-08-15 17:05:19虧，2.1億可變現資產
71 :
greatsoup38(830)@2016-08-21 05:05:308120 holds 8195、1389、8193、986、8087、736、1027、8217
72 :
GS(14)@2016-11-08 06:09:51取得香港儲值支付牌
73 :
greatsoup38(830)@2016-12-10 03:50:33執了本來業務
74 :
GS(14)@2018-08-11 22:24:27虧，輕債