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中國投資開發 (0204，前首富國際、泰潤國際) (關係:1226、0544、中國星)

1 : GS(14)@2011-01-15 01:10:48

http://realblog.zkiz.com/greatsoup/5804
細細粒韓國股-泰潤國際(204)
2 : GS(14)@2011-01-15 12:43:35

http://www.hkexnews.hk/listedco/ ... TN20110114032_C.pdf
(1) 削減股本至1仙

(2) 然後投資者認購6億股，每股10仙，集資6,000萬，以償還之前的CB及其利息。

(3)
「認購方」 指 翠明有限公司，一家在開曼群島註冊成立之有限公司，並屬獨立第三方，並無與任何股東一致行動，與本公司、其關連人士或彼等之聯繫人士亦概無關連

認購方之背景資料
認購方乃於開曼群島註冊成立之有限責任豁免公司。訂立認購協議前，認購方並無進行任何業務活動。於本公佈日期，認購方由劉輝先生擁有39%；劉建京先生擁有6%；Bestlead擁有29%；及Greatwall擁有26%。

劉輝先生，33歲，認購方之唯一董事。彼為中擔投資信用擔保有限公司（「中擔」，一家根據中國法律成立之公司）之副董事長兼總經理，該公司之主要業務乃提供融資服務，尤其是於北京向中小企業提供信用擔保服務。劉輝先生於二零零三年加入中擔，擔任市務部總經理。彼現時亦為北京市信用擔保業協會（一家受北京市政府監管之非牟利協會，旨在便利中小企業融資）副會長。

劉輝先生亦為北京凱龍創業投資基金管理有限公司（一間於中國之持牌基金管理公司）之董事長。加入中擔前，劉輝先生曾擔任北京國訊通信器材有限責任公司之總經理。劉輝先生除了擁有一間持牌基金管理公司核准高級職員資格外，彼亦擁有於中國直接投資及債務融資服務之經驗。

劉建京先生，53歲，中擔之副總經理兼法人代表。加入中擔前，劉建京先生曾擔任北京市疾病預防控制中心病毒研究所行政部門主管，負責人事管理及向其他部門提供支援。

Bestlead由陳奕標先生全資擁有。陳奕標先生，45歲，乃華鼎擔保有限公司之創辦人、主席兼法人代表，該公司之主要業務為提供融資服務，尤其是於廣東向中小企業提供信用擔保服務。陳奕標先生亦為中擔之董事。創辦華鼎擔保有限公司前，陳奕標先生曾擔任國訊通信集團之主席，該公司之主要業務為於中國分銷電腦產品及提供電訊相關增值服務。國訊通訊集團某成員公司持有中擔約8.89%權益。除本文披露者外，中擔與華鼎擔保有限公司概無任何其他關連。

陳奕標先生亦擁有直接投資經驗。彼為一家總部設於美國之投資公司之主席，該公司投資於多間公司，包括公共事務設備製造公司及空氣淨化設備公司。

陳奕標先生擔任多項公職，包括廣東省粵港澳合作促進會金融專業委員會秘書長兼常務副主席。

Greatwall乃由陳倩華女士實益擁有及全資擁有。陳倩華女士，45歲，陳奕標先生之配偶，彼於本聯合公佈日期並無擔任任何正式職位。

華鼎擔保剛入股1226。
3 : GS(14)@2011-01-15 16:44:02

3樓提及
一拆二十,以拆細後的0.1元入股六億股.

...它只是把1股未發行的股票拆做20股未發行的股票，對已發行的股票其實無變化.即不是1拆20後的十仙入股，其實是現價的10仙入股

(a) 削減股本，當中涉及將每股面值0.20港元之股份拆細為20股每股面值0.01港元之新股份及於股份拆細後將本公司股本中每20股已發行股份註銷19股，以致本公司股本實際上有所削減，即將每股面值0.20港元之現有已發行股份之實繳股本削減0.19港元；

緊接股本重組前 緊隨股本重組後
法定股本 100,000,000港元 100,000,000港元
面值 每股股份0.20港元 每股新股份0.01港元
法定股份數目 500,000,000股股份 10,000,000,000股新股份
法定股本數額 6,050,152港元 302,507.60港元
已發行股份數目 30,250,760股股份 30,250,760股新股份
未發行股本數額 93,949,848港元 99,697,492.40港元
未發行股份數目 469,749,240股股份 9,969,749,240股新股份
4 : RY(2041)@2011-01-15 22:45:02

咁搞法佢仲係咪21章?21章呢樣嘢會唔會影響抄作?
5 : 自動波人(1313)@2011-01-16 12:51:27

5樓提及
咁搞法佢仲係咪21章?21章呢樣嘢會唔會影響抄作?


不用考慮太多,看看1226圖,自行考慮
6 : GS(14)@2011-01-16 12:56:21

生果日報的星期六的報導錯了，犯了和經濟日報相同的問題
http://realblog.zkiz.com/greatsoup/20149
7 : i3640(1387)@2011-01-31 20:25:00

檔野做足全套,下場會點呀?!
http://www.hkexnews.hk/listedco/ ... TN20110131012_C.pdf
8 : GS(14)@2011-01-31 22:36:08

8樓提及
檔野做足全套,下場會點呀?!
http://www.hkexnews.hk/listedco/ ... TN20110131012_C.pdf


等表演
9 : 鉛筆小生(8153)@2011-03-30 00:17:23

其實我在等待中
10 : oscar48(1424)@2011-04-01 03:33:27

同544有關係
11 : GS(14)@2011-04-01 07:40:05

11樓提及
同544有關係


有甚麼關係?
12 : hopingu(1296)@2011-04-07 14:47:03

間公司多左6億股.... 唔知隊到咩位先曉停了
13 : New comer(7338)@2011-04-07 17:15:09

http://www.hkexnews.hk/listedco/ ... N201104061353_C.pdf
204
I)股本重組生效；及(II)完成認購新股份及配售事項

為維持公司的公眾持股量,緊隨完成後,認購方翠明已向6名第三方承配人配減1.29億股認購股份,佔公司已發行股本20.53%,認購方及其一致行動人士持股量降至74.67%,而公眾持股量恢復至25%。
14 : bluehk(1956)@2011-04-07 17:26:51

12樓提及
11樓提及
同544有關係


有甚麼關係?


何以見得? smiley
15 : tolkien(4201)@2011-04-07 18:45:57

想問下，我見到 緊 隨 完 成 及 配 售 事 項 後 多左6億股，「其他公眾股東」持股量由 64.66%變成25%，咁其實係咪即係擺明溝淡小股東的權益???
16 : oscar48(1424)@2011-04-07 19:09:44

12樓提及
11樓提及
同544有關係
有甚麼關係?

204幕後老細同544,326生意拍檔
17 : oscar48(1424)@2011-04-07 19:35:15

股份代號: 00628
上市法團名稱: 多金控股有限公司
日期(日／月／年): 07/04/2008 - 07/04/2011
  
如欲觀看披露權益通知之內容, 請於「有關事件的日期」欄按下有關連結。
＊註解：（Ｌ） - 好倉, （Ｓ） - 淡倉, （Ｐ）- 可供借出的股份
股東名稱 作出披露的原因 買入／賣出或涉及的股份數目 每股的平均價 持有權益的股份數目（請參閱上述＊註解) 佔巳發行股本之百分比（％） 有關事件的日期 (日／月／年)
楊銘光 102(L)
106,875,000(L)
  11,875,000(L)
1.89(L)
27/07/2009
18 : GS(14)@2011-04-07 21:22:29

17樓提及
12樓提及
11樓提及
同544有關係
有甚麼關係?

204幕後老細同544,326生意拍檔


好，謝謝你，下次善用上面的N功能，我或其他人在這貼發了文章可隨時知道
19 : GS(14)@2011-04-07 21:23:57

16樓提及
想問下，我見到 緊 隨 完 成 及 配 售 事 項 後 多左6億股，「其他公眾股東」持股量由 64.66%變成25%，咁其實係咪即係擺明溝淡小股東的權益???


要睇下每股的帳面值有沒有增加，才能得出這結論。

如果在股權來說，的確是減少了小股東權益。
20 : GS(14)@2011-04-07 21:26:11

18樓提及
  
  
  



  

  

股份代號: 00628
上市法團名稱: 多金控股有限公司
日期(日／月／年): 07/04/2008 - 07/04/2011
  
如欲觀看披露權益通知之內容, 請於「有關事件的日期」欄按下有關連結。
＊註解：（Ｌ） - 好倉, （Ｓ） - 淡倉, （Ｐ）- 可供借出的股份
股東名稱 作出披露的原因 買入／賣出或涉及的股份數目 每股的平均價 持有權益的股份數目（請參閱上述＊註解) 佔巳發行股本之百分比（％） 有關事件的日期 (日／月／年)
楊銘光 102(L)
106,875,000(L)
  11,875,000(L)
1.89(L)
27/07/2009
    







這位先生和1226有甚麼關係?
21 : GS(14)@2011-04-08 08:15:22

http://www.hkexnews.hk/listedco/ ... TN20110408028_C.pdf
黃澤強先生
...
黃先生現為香港聯合交易所有限公司（「聯交所」）主板上市公司中國七星購物有限公司（股份代號：245）之獨立非執行董事。黃先生亦分別是兩家在聯交所創業板上市公司中國趨勢控股有限公司（股份代號：8171）之執行董事以及比高集團控股有限公司（股份代號：8220）之獨立非執行董事。在投資管理經驗方面，黃先生自二零零七年起一直是中國創新投資有限公司（股份代號：1217）之執行董事。中國創新投資有限公司為根據上市規則第21章在聯交所上市的投資公司。
22 : kaipplppl(7299)@2011-04-09 01:12:53

第2隻8080, 大量低股配股,呢隻204睇黎會跌到0.1
23 : GS(14)@2011-04-09 10:56:45

咁多水位，猛賣出去就得
24 : 鉛筆小生(8153)@2011-04-09 10:58:48

23樓提及
第2隻8080, 大量低股配股,呢隻204睇黎會跌到0.1


8080 若果再跌至0.04 跟住50合1, 那也不錯
25 : GS(14)@2011-04-09 11:01:33

25樓提及
23樓提及
第2隻8080, 大量低股配股,呢隻204睇黎會跌到0.1


8080 若果再跌至0.04 跟住50合1, 那也不錯


合完大約三億幾股、兩蚊，但有十億現金，真是唔錯
26 : 鉛筆小生(8153)@2011-04-09 12:02:11

26樓提及
25樓提及
23樓提及
第2隻8080, 大量低股配股,呢隻204睇黎會跌到0.1
8080 若果再跌至0.04 跟住50合1, 那也不錯
合完大約三億幾股、兩蚊，但有十億現金，真是唔錯


如果去到0.05 我會入返一, 兩百萬股放係度看門口

呢隻我覺得現價值搏
27 : GS(14)@2011-04-09 12:05:14

至少我認為那些錢不容易被偷
28 : 鉛筆小生(8153)@2011-04-09 12:10:37

28樓提及
至少我認為那些錢不容易被偷


應該不會偷, 這個係上一代遺下來的餘興節目

請班高佬來善後, 現似KKR 玩法

我覺得有前景
29 : GS(14)@2011-04-09 12:18:04

29樓提及
28樓提及
至少我認為那些錢不容易被偷


應該不會偷, 這個係上一代遺下來的餘興節目

請班高佬來善後, 現似KKR 玩法

我覺得有前景


前景唔敢講，至少唔會太貴
30 : kim(7534)@2011-04-11 23:44:32

http://www.hkexnews.hk/listedco/ ... N201104111056_C.pdf
又走兩位
31 : 鉛筆小生(8153)@2011-05-03 11:08:27

16樓提及
想問下，我見到 緊 隨 完 成 及 配 售 事 項 後 多左6億股，「其他公眾股東」持股量由 64.66%變成25%，咁其實係咪即係擺明溝淡小股東的權益???


好似係64.66% 去到3.11%

而呢25% 係加埋承配人

郵票賣得幾多, 就賺幾多
32 : GS(14)@2011-05-03 21:20:15

32樓提及
16樓提及
想問下，我見到 緊 隨 完 成 及 配 售 事 項 後 多左6億股，「其他公眾股東」持股量由 64.66%變成25%，咁其實係咪即係擺明溝淡小股東的權益???


好似係64.66% 去到3.11%

而呢25% 係加埋承配人

郵票賣得幾多, 就賺幾多


何況他們入股價低得驚人
33 : GS(14)@2011-07-01 19:08:53

http://www.hkexnews.hk/listedco/ ... TN20110630038_C.pdf
蝕少了，負資產
34 : GS(14)@2011-08-13 14:56:04

http://www.hkexnews.hk/listedco/ ... TN20110812618_C.pdf
呢個出名經濟學家都走...
35 : andy(858)@2011-10-18 21:09:07

http://www.hkexnews.hk/listedco/ ... TN20111018359_C.pdf

董事會謹此知會各股東及有意投資者，與去年同期錄得虧損相比，本集團預期截至二零一一年
九月三十日止六個月之業績錄得溢利。
36 : GS(14)@2011-10-18 21:24:19

與去年同期錄得虧損相比，本集團預期截至二零一一年九月三十日止六個月之業績錄得溢利，主要原因為截至二零一一年九月三十日止六個月期間本公司贖回可換股債券之溢利

暗示股價跌好多
37 : greatsoup38(830)@2012-02-15 22:33:25

http://www.hkexnews.hk/listedco/ ... TN20120215527_C.pdf
香港交易及結算所有限公司及香港聯合交易所有限公司對本公佈之內容概不負責，對其準確性或
完整性亦不發表任何聲明，並明確表示概不就因本公佈全部或任何部分內容而產生或因倚賴該等
內容而引致之任何損失承擔任何責任。
CHINA INVESTMENT DEVELOPMENT LIMITED
中國投資開發有限公司
（前稱泰潤國際投資有限公司）
（於開曼群島註冊成立並於百慕達續存之有限公司）
(股份代號：204)
更改公司名稱、
股份簡稱
及
公司網站
更改公司名稱
董事會欣然宣佈，自二零一二年一月十三日起，本公司之名稱已由「Temujin International
Investments Limited」更改為「China Investment Development Limited」及採納名稱「中國投資開
發有限公司」作為本公司之中文第二名稱以取代「泰潤國際投資有限公司」(僅作識別用途)。
更改股份簡稱
自二零一二年二月二十三日上午九時正起，股份於聯交所買賣所採用的英文股份簡稱亦將由
「TEMUJIN INT'L」更改為「CHINA INV DEV」，而中文簡稱則由「泰潤國際」更改為「中國投
資開發」。本公司於聯交所之股份代號將維持不變，仍為「204」。
更改公司網站
本公司網站更改為www.irasia.com/listco/hk/204/，以即時反映本公司名稱之變更。
更改公司名稱
茲提述泰潤國際投資有限公司（「本公司」，現稱中國投資開發有限公司）日期分別為二零一一年
八月十六日，二零一一年九月三十日之公佈及本公司日期為二零一一年十二月八日之通函（「通
函」），內容有關（其中包括）建議更改本公司名稱。除文義另有所指外，本公佈所用詞彙與通函
所界定具有相同涵義。
董事會欣然宣佈，於二零一二年一月三日舉行之股東特別大會上，有關將本公司名稱由「Temujin
International Investments Limited」更改為「China Investment Development Limited」及採納名稱「中
國投資開發有限公司」作為本公司之中文第二名稱以取代「泰潤國際投資有限公司」(僅作識別用
途)之特別決議案已獲股東正式通過。百慕達公司註冊處已於二零一二年一月十三日發出更改名稱
註冊證明書及第二名稱證明書，證明本公司已於二零一二年一月三日更改其名稱並登記為「China
Investment Development Limited」及登記中文名稱「中國投資開發有限公司」作為其第二名稱。香
港公司註冊處已於二零一二年二月九日發出非香港公司更改法人名稱註冊證明書。
更改本公司名稱將不會影響本公司股東之任何權利。所有印有本公司前名稱之現有已發行股票將
繼續有效作爲所有權憑證，並有效用作買賣、結算及登記用途。本公司將不會作出任何有關免費
以本公司現有股票換領本公司新名稱發行之新股票的安排。股票日後將以本公司新名稱發行。
更改股份簡稱
自二零一二年二月二十三日上午九時正起，股份於聯交所買賣所採用的英文股份簡稱亦將由
「TEMUJIN INT'L」更改為「CHINA INV DEV」，而中文簡稱則由「泰潤國際」更改為「中國投
資開發」。本公司於聯交所之股份代號將維持不變，仍為「204」。
更改公司網站
本公司網站更改為www.irasia.com/listco/hk/204/，以即時反映本公司名稱之變更。
承董事會命
中國投資開發有限公司
執行董事
黃澤強
香港，二零一二年二月十五日
於本公告日期，本公司董事會包括執行董事劉輝先生（行政總裁）、張穎輝先生及黃澤強先生；非
執行董事陳奕標先生（主席）及獨立非執行董事方和先生、鄧炳森先生及龍子明先生。
38 : lam(884)@2012-02-16 12:11:01

呢隻野以前執過佢一劑勁既，估唔到佢仲未死得晒！
39 : GS(14)@2012-02-16 20:41:22

39樓提及
呢隻野以前執過佢一劑勁既，估唔到佢仲未死得晒！


即是今日又賺?
40 : lam(884)@2012-02-16 21:09:31

40樓提及
39樓提及
呢隻野以前執過佢一劑勁既，估唔到佢仲未死得晒！


即是今日又賺?

玩完一次就算，再玩唔過癮
41 : GS(14)@2012-02-16 21:09:50

41樓提及
40樓提及
39樓提及
呢隻野以前執過佢一劑勁既，估唔到佢仲未死得晒！


即是今日又賺?

玩完一次就算，再玩唔過癮


哈哈，即是睇戲?
42 : GS(14)@2012-02-25 17:37:46

非常重大的出售事項
及
恢復買賣
http://www.hkexnews.hk/listedco/ ... TN20120223382_C.pdf
於二零一二年二月二十一日(交易時段後)，本公司及買方訂立協議，據此本公司有條件地同意出
售，而買方有條件地同意購買待售股份及待售貸款，現金代價為1,000,000 港元。待售股份為Asia
Light 之全部已發行股本，亦為本公司於Asia Light 之全部權益。

...

買方亦曾購入本公司前全資附屬公司Temujin International Strategic II Limited。於二零一一年八月
二十三日，本公司以現金代價2,105,000 港元將Temujin International Strategic II Limited 售予買方。
Temujin International Strategic II Limited 主要持有Ergomics Co., Ltd (「Ergomics」，一家於韓國成
立之公司) 約15%股權權益，Ergomics 主要從事生產及銷售等離子離子束處理器的產品和設備，
截於出售當日，Ergomics 賬面值約2,104,000 港元。
...

代價乃由本公司與買方經參考出售集團於二零一二年一月三十一日止未經審核綜合淨負債按一般
商業條款經公平協商釐定。本公司董事會自二零一一年四月出現更換，現有董事會成員已審閱本
集團之目前業務及財務資源，由於與早前預期有別，根據該出售集團過往幾年之表現，董事會認
為投資於ILC Co., Ltd. 從商業考慮上並不可行。

...

有關出售集團之資料
Asia Light 為一家在二零零九年三月於香港註冊成立之有限公司，Asia Light 主要資產為投資於
Temujin Korea (一家於韓國成立之公司)之全部已發行股本。Temujin Korea 為一家投資控股公司，
其主要資產為投資於ILC Co., Ltd. (一家於韓國成立之公司)之20%股權權益，主要從事生產，分
銷和經營自助硬幣點算機，資訊科技及電子商務業務。投資於ILC Co., Ltd.已相應列為本公司合
併財務報表可出售財務資產。

...

進行出售事項之理由及益處
本公司乃為根據上市規則第21 章上市之投資公司，其目的在於主要通過投資於上市及非上市證券
達致中長期之資本增值，以及賺取利息及股息收入。
根據出售集團過往年度業績表現及淨負債，董事會擬出售於韓國的投資項目，將更多資源投放於
大中華區的投資項目。
經考慮出售集團之表現不盡人意及藉出售事項之機會重新分配資源至其他投資主要集中於大中
華地區，董事認為，協議之條款屬公平合理，並符合本公司及股東之整體利益。
43 : GS(14)@2012-03-31 19:11:21

蘋果綠葉
中國投資開發擬罷免主席
http://hk.apple.nextmedia.com/te ... 307&art_id=16204551
中國投資開發（ 204）發出股東通函指出，應兩名持股約 74.67%股東要求，在無法接觸非執行董事兼主席陳奕標情況下，提議召開股東特別大會罷免陳氏職務。該兩股東指最近在互聯網上看到多篇報道，指陳氏在國內管理的數間公司因財務困難而潛逃，或因心臟病復發需要療養。
44 : 承天(1379)@2012-04-10 05:55:51

3月9日，陈奕标向广东省金融办汇报时亦称，共有19亿元资金被挪用，主要流海外投资。本报调查获悉，陈通过在开曼群岛注册的公司收购了香港上市的嘉禹国际（01226.HK，后改名中国投融资集团）、泰润国际（00204.HK，后改名中国投资开发），不过，这两家企业经营状况不佳。

港交所公布的信息可窥见陈奕标对嘉禹国际和泰润国际的投资路径。嘉禹国际在2010年10月26日的公告称，Sky　Year　Limited公司以6100万港元购入嘉禹国际21.67%股份成为大股东。陈奕标胞弟陈奕权拥有Sky　Year55％股份，同时为嘉禹国际执行董事。次年5月，Sky　Year　出资约1.3亿港元认购嘉禹国际1.13亿股。而嘉禹国际的盈利状况不佳。2010/2011财年录得亏损831.9万港元，同比增长73.4%。2011年中报显示，纯利367.8万港元，但利润的增长却是来自Sky　Year豁免的一笔1600万港元的股东贷款。陈奕权与嘉禹国际董事会主席谢乐山均为华鼎高层，现已失踪。3月29日，中投融发布公告，董事会尝试与陈亦权、谢乐山联系，但未果。

港交所信息还显示，陈奕标以6000万港元收购泰润国际。该公司2009年-2011年除税前亏损分别为509万港元、2580万港元和1328万港元。目前，泰润国际正忙着出售一些子公司，回报仅以百万港元计。

在大陆，陈奕标的投资也不见回报。知情人士称，华御典当行是目前“华鼎系”最值钱的资产，陈奕标及其关联公司拥有华御35％的股份。有媒体报道，截至去年底，华御资本总资产1.7亿元，负债5700万元，收入5000万元，还有应付款5000多万元，基本不赚钱。

全文:http://www.eeo.com.cn/2012/0408/224158.shtml
45 : GS(14)@2012-06-28 00:30:57

http://www.hkexnews.hk/listedco/ ... TN20120626573_C.pdf
殼殼地

前景
配合本集團之投資政策及策略，本公司將繼續在公眾及私募股權市場中尋求
符合投資準則之投資機會。此等投資將會賺取更加穩健及波動較小之回報，
同時甚至在跌市時仍有可能提供正面回報。
於合適情況出現時，本集團亦將考慮進行集資活動，以增強本集團之財務狀況。
憑藉更多財政資源，本集團可擴展其投資機會，此舉將於未來幾年為本集團
之營運業績帶來可觀回報。
46 : 自動波人(1313)@2012-06-28 00:41:37

家陣隻隻個名唔係中金就中投
47 : GS(14)@2012-06-28 00:58:44

咪又是殼
48 : GS(14)@2012-09-05 13:34:49

http://www.hkexnews.hk/listedco/ ... TN20120904522_C.pdf
董事會接獲通知，本公司一名主要股東翠明有限公司持有本公司現有已發行股本約73.57%權益，
於今天在市場上減持本公司30,000,000股股份，成交價格為每股港幣0.30元。鄧力先生為本公司非
執行董事以及翠明有限公司董事。除以上披露者外，董事會並不知悉導致該等上升的任何其他原
因。
49 : GS(14)@2012-10-28 10:40:55

http://www.hkexnews.hk/listedco/ ... TN20121026112_C.pdf
董事會接獲通知，本公司一名主要股東翠明有限公司持有本公司現有已發行股本約54.50%權益，
於今天在市場上減持本公司72,304,000股股份，成交價格為每股港幣0.175元。鄧力先生為本公司
非執行董事以及翠明有限公司董事。除以上披露者外，董事會並不知悉導致該等上升的任何其他
原因。
50 : greatsoup38(830)@2012-11-16 00:47:22

http://www.hkexnews.hk/listedco/ ... TN20121115329_C.pdf
204
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，經初步審閱本
集團之未經審核綜合管理賬目，與二零一一年同期錄得溢利相比，本集團預期截至二零一
二年九月三十日止六個月之業績將錄得虧損。預期之虧損乃主要是於該期間營業額下降及
營運成本增加。
51 : greatsoup38(830)@2012-11-29 00:50:19

http://www.hkexnews.hk/listedco/ ... TN20121128344_C.pdf
虧損增167%，至800萬，空殼
前景
展望本財政年度下半年，董事會預計中國經濟將可實現軟著陸，本公司將不
斷尋求合適之投資機會。隨著刺激內需的政策陸續出台，董事會預期中國大
陸之經濟可逐步回復增長。
52 : greatsoup38(830)@2013-01-26 14:38:06

http://www.hkexnews.hk/listedco/ ... TN20130125150_C.pdf
主要股東變動
本公司董事（「董事」）會（「董事會」）已獲告知，翠明有限公司（「翠明」）於今天透過中國光大
證券（香港）有限公司以配售價每股股份0.14港元，向兩名既非本公司關連人士（定義見上市規
則）亦非一致行動人士之獨立投資者（「買方」）配售合共172,228,000股（「配售」）本公司每股面
值0.01港元之股份（每股為「股份」），約佔本公司已發行股本27.33%。緊隨配售完成後，翠明不
再持有任何股份而買方將成為本公司的主要股東。董事會預期配售事項不會對本公司之業務營運
構成任何重大影響。
53 : 自動波人(1313)@2013-03-20 23:01:24

咁特別???
54 : greatsoup38(830)@2013-03-20 23:05:11

呢個應該是奪權獨立第三方
55 : greatsoup38(830)@2013-05-14 00:51:07

買中小信貸公司作價750萬，以50仙發行1,500萬股支付
56 : GS(14)@2013-06-30 16:02:26

204
維持蝕1,200萬，200萬現金
57 : LHC(34894)@2013-11-18 22:56:16

獨立非執行董事辭任
及
未符合獨立非執行董事之最低人數規定
58 : greatsoup38(830)@2013-12-01 16:47:22

虧損降25%，至600萬，2,200萬可變現資產
59 : Clark0713(1453)@2013-12-11 10:40:01

　　《經濟通通訊社１１日專訊》中國投資開發（００２０４）飆升２５％後，現倒跌近三成。
現報１﹒２４元，成交５２１８萬股，涉資８８０９萬元。
　　該股早段曾高見２﹒１８元，升幅達２４﹒６％。（ｂｈ）
60 : greatsoup38(830)@2013-12-11 22:58:45

Clark0713在60樓提及
　　《經濟通通訊社１１日專訊》中國投資開發（００２０４）飆升２５％後，現倒跌近三成。
現報１﹒２４元，成交５２１８萬股，涉資８８０９萬元。
　　該股早段曾高見２﹒１８元，升幅達２４﹒６％。（ｂｈ）


61 : greatsoup38(830)@2013-12-24 00:28:20

204
62 : greatsoup38(830)@2014-01-18 17:21:52

204 好無謂
63 : iniesta(1400)@2014-01-27 23:49:15

換股呀換股
64 : LHC(34894)@2014-03-09 21:49:40

iniesta在64樓提及
換股呀換股


準備閃
65 : candy_ar22(35514)@2014-05-17 10:22:36

開始跌


haha
LHC在65樓提及
iniesta在64樓提及
換股呀換股


準備閃
66 : candy_ar22(35514)@2014-05-19 20:40:45

中國投資開發(00204)料上年度虧損增加
【18:09】2014年05月19日  
  
1/1
  
中國投資開發

【on.cc專訊】中國投資開發(00204)發出盈利警告，預期截至今年3月底止年度或會較去年同期錄得進一步虧損。董事會認為進一步虧損之原因主要在於支销因授出購股權而產生的權益結算以股份付款之公允值以及營運開支增加。
67 : GS(14)@2014-05-20 01:47:38

盈警
68 : GS(14)@2014-06-13 01:47:04

以股換股買垃圾石油資產
69 : GS(14)@2014-06-27 23:14:52

204

虧損增430%，至7,400萬，1.1億可變現資產，買左好多8351
70 : GS(14)@2014-08-13 01:04:19

1,200 幾萬，以股換股換到文冠果18%股權
71 : GS(14)@2014-08-21 02:17:57

配售2,200萬股@1.45元
72 : candy_ar22(35514)@2014-08-22 20:32:26

公告及通告 - [復牌 / 內幕消息 / 澄清新聞報道或報告 - 標準內容或超級內容]澄清公告及恢復買賣
73 : greatsoup38(830)@2014-08-23 10:52:49

candy_ar22在72樓提及
公告及通告 - [復牌 / 內幕消息 / 澄清新聞報道或報告 - 標準內容或超級內容]澄清公告及恢復買賣
74 : GS(14)@2014-11-13 09:12:12

profit warning
75 : GS(14)@2014-11-23 13:56:42

1拆10
76 : GS(14)@2014-12-03 01:23:37

虧損增5%，至700萬，1億現金
77 : GS(14)@2015-06-07 10:44:55

買野
78 : GS(14)@2015-06-30 01:57:07

虧損增2成，至8,800萬，3,000萬現金
79 : GS(14)@2015-09-28 17:25:11

14.8仙配售6.85億股
80 : greatsoup38(830)@2015-09-28 23:16:59

http://webb-site.com/articles/trouble2015.asp
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
81 : greatsoup38(830)@2015-11-18 01:43:36

profit
82 : greatsoup38(830)@2015-12-06 21:05:25

虧損降91.25%，至700萬，1,400萬現金
83 : GS(14)@2016-02-03 11:53:32

又P2P
84 : greatsoup38(830)@2016-07-02 01:15:35

盈利降70%，至2,400萬，8,600萬現金
85 : GS(14)@2016-12-02 16:27:55

虧損增4%，至730萬，1億現金，8218、182、1051
86 : GS(14)@2017-07-02 19:29:24

虧損降53%，至1,700萬，8,000萬可變現資產，持8251
87 : GS(14)@2017-12-03 01:18:47

虧，持1.8億股票，有8251、8331
88 : GS(14)@2018-11-28 17:27:11

本 公 告 乃 中 國 投 資 開 發 有 限 公 司（「本公司」，連 同 其 附 屬 公 司 統 稱「本集團」）董 事 會
（「董事會」）根 據 香 港 聯 合 交 易 所 有 限 公 司（「聯交所」）證 券 上 市 規 則（「上市規則」）
第13.09條 及 證 券 及 期 貨 條 例（ 香 港 法 例 第571章 ）第 X I VA部 內 幕 消 息 條 文（ 定 義 見 上
市 規 則 ）作 出。
謹 此 提 述 本 公 司 日 期 為 二 零 一 八 年 七 月 二 十 三 日、二 零 一 八 年 七 月 三 十 日 及 二 零 一 八
年 八 月 三 十 日 之 公 告（「先前公告」）。除文義另有所指外，本公告所用詞彙應與先前公
告 所 界 定 者 具 有 相 同 涵 義。
延遲刊發二零一八年中期業績
根據上市規則第13.49(6)條，本公司須於財政期間完結後兩個月內，即不遲於二零一八
年 十 一 月 三 十 日，刊 發 本 集 團 截 至 二 零 一 八 年 九 月 三 十 日 止 六 個 月 的 中 期 業 績（「二 零
一八年中期業績」）。董 事 會 謹 此 知 會 股 東，由 於 二 零 一 八 年 報 延 遲，本 集 團 截 至 二 零
一 八 年 九 月 三 十 日 止 六 個 月 中 期 業 績 的 編 製 及 定 稿 進 度 受 到 影 響 及 延 遲。因 此，二 零
一 八 年 中 期 業 績 將 延 遲 刊 發，而 有 關 延 遲 構 成 違 反 上 市 規 則 第13.49(6)條。
本公司預期二零一八年報之寄發及二零一八年中期業績之刊發將延遲至二零一八年
十 二 月 二 十 一 日 或 之 前。
89 : GS(14)@2018-12-21 18:21:30

a) 本 集 團 於 二 零 一 八 年 九 月 三 十 日 持 有 之 主 要 上 市 股 本 證 券 投 資 詳 情 如 下：
名稱 所持股份數目 所持權益百分比 成本 市值
千港元 千港元
中國海景控股有限公司
（ 股 份 代 號：001106.HK ）
10,500,000股
普通股
0.0788% 2,999 2,835
金侖控股有限公司
（ 股 份 代 號：001783.HK ）
8,500,000股
普通股
1.0625% 2,984 2,593
中國金融租賃集團有限公司
（ 股 份 代 號：002312.HK ）
5,000,000股
普通股
0.3112% 3,006 2,400
春能控股有限公司
（ 股 份 代 號：008430.HK ）
5,000,000股
普通股
0.7813% 2,406 2,275
萬勵達國際有限公司
（ 股 份 代 號：008482.HK ）
12,250,000股
普通股
1.4583% 3,047 3,050
永續農業發展有限公司
（ 股 份 代 號：008609.HK ）
6,000,000股
普通股
1.2000% 3,001 2,670

虧，1.24億現金
90 : GS(14)@2018-12-29 00:16:26

諒解備忘錄

本公司董事（「董事」）會（「董事會」）欣然宣佈，於二零一八年十二月二十八日（交易
時段後），本公司之全資附屬公司綠遍全球有限公司有限公司（「潛在買方」），作為
潛在買方，與潛在賣方（統稱「潛在賣方」）訂立不具法律約束力之諒解備忘錄（「諒
解備忘錄」）。根據諒解備忘錄，潛在買方擬收購潛在賣方擬出售之一間公司（「目標公
司」，連同其附屬公司（統稱「目標集團」）之部分已發行股本（「建議收購事項」）。於
諒解備忘錄日期，潛在賣方持有目標公司之全部已發行股本。目標集團主要於中華人
民共和國從事為汽車車主提供消費者金融服務之業務。
91 : GS(14)@2019-01-02 22:53:33

配售事項
於二零一九年一月二日（ 交易時段結束後 ），配售代理與本公司訂立配售協議，據此，
配售代理同意以竭盡所能方式向目前預期不少於六名為獨立第三方之承配人配售最
多1,760,000,000股 配 售 股 份。
假 設 於 本 公 告 日 期 至 配 售 事 項 完 成 期 間，本 公 司 已 發 行 股 本 並 無 任 何 變 更，配 售
事項項下之配售股份為1,760,000,000股，佔 (i)本公告日期本公司現有已發行股本
8,821,857,294股股份約19.95%；及 (ii)本公司經配發及發行配售股份擴大後之已發
行股本約16.63%。配 售 事 項 項 下 之 配 售 股 份 總 面 值 將 為1,760,000港 元。
配售價0.0180港 元 較：(i)股份於配售協議日期在聯交所所報收市價0.0190港 元，折
讓 約5.26%；及 (ii)股份於配售協議日期前最後五個交易日之平均收市價0.0224港
元，折 讓 約19.64%。
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