We call on the SFC to investigate the connections between these parties. The areas they should investigate include, but are not limited to:
Were Joseph Lau, Vicky Yu, Frankie Ma and Kwok Ming Fai really independent of each other when they took a combined majority of COMG after the open offer in 2007, without a whitewash waiver under the Takeover Code?
Was Vicky Yu really independent when she invested nominal amounts in two start-up subsidiaries of COMG, namely iKanTV and CNMHK?
Was Vicky Yu really independent when she sold stakes in the start-ups to CPEC, Inno-Tech, Railsmedia and CNC, probably at a huge profit?
Was Kwok Ming Fai really independent when he sold a stake in iKanTV to CPEC?
Was Frankie Ma really independent when he sold Easy Time, owner of Ratio Knitting, to CPEC, for almost 8 times what he paid for it? Are he and Joseph Lau, both listed as contacts at JLIC, acting in concert to control CPEC?
Why is Tanrich Securities so often the broker of choice for depositing shares received by "independent third parties" in consideration for these acquisitions?
Who really owns or owned Executive Talent?
Who really are Wu Ka Cheung (subscriber in the COMG creation), So Ka Yan (unlisted warrant subscriber), Wu Ling Yee (owner of Executive Talent) and Huang Gui Dong (owner of Target Smart). Were they really independent?
Who owned Joint Fortune?5 : GS(14)@2012-02-28 22:44:48
Joseph Lau grants options over CPEC shares
On 26-May-2009, Joseph Lau granted 18-month options to Galaxy Asset Management (H.K.) Ltd (Galaxy) and Provenance Place Co Ltd (Provenance Place) for 78m (4.94%) and 122m (7.73%) existing CPEC shares respectively, a total of 200m (12.67%) at an exercise price of $0.18 per share, a 29% discount to the closing price of $0.255 that day (all figures after consolidation). No price for the grant of the options was disclosed in the announcement or in dealing filings, so we assume it was nominal, as a reward for some kind of service, but no reason was given.
The announcement did not disclose who owned Provenance Place, but a subsequent disclosure of interest shows that the owner is Eric Chan Man Hon (Eric Chan), who is a solicitor and consultant of Vincent T.K. Cheung, Yap & Co, which was legal adviser to CPEC from 2007-2010.
The announcement did not disclose who owned Galaxy, but we can tell you that it is owned by Joe Chan Man Fai (Joe Chan), who is the brother of Eric Chan. So the two option grantees are related. Galaxy advises several funds, including Galaxy China Deep Value Fund and Galaxy China Special Situations Fund SPC. They subscribed for shares in Inno-Tech on 13-Jan-2010, and on the same day Galaxy Capital Ltd (now known as Odysseus Capital Asia Ltd), also then owned by Joe Chan, was awarded a consultancy contract whereby it would receive 10.74% of Inno-Tech if it introduced an acquisition of at least HK$500m, as detailed here. The consultant was also granted options to subscribe Inno-Tech shares.
Of the 200m CPEC options granted by Joseph Lau, Eric Chan's Provenance Place exercised 44m options on 6-Jul-2009 and sold the shares the same day at $0.353, cutting below 5% and making about $7.61m of gain (we assume the options were granted for a nominal amount). The shares were delivered by Oriental Patron Securities Ltd (Oriental Patron).
Another 58m options were exercised before the remaining 98m expired on 26-Nov-2010, of which 5m were exercised on 26-Nov-2009, 38m on 5-Aug-2010 and 15m on 13-Oct-2010. We can't tell you whether Galaxy or Provenance Place was the exercising holder, or both, as they each held less than 5% of CPEC.
一定要咁做啦,今日單伯樂音樂又是咁
Regulatory note: names of listed company counterparties are often insufficient to identify them. You might as well say "The Vendor is John Doe". Vague descriptions such as "Mr Chan is a merchant" don't help either - they are equivalent to saying "Mr Chan would rather not say what he does". Names of companies, without saying where they are incorporated, are not unique either, and are meaningless when they are private companies and their beneficial shareholders are not disclosed.
The Listing Rules should be tightened - for people, either publish a unique, permanent and verifiable ID number, or sufficient biographical information to almost uniquely identify the person, such as a date of birth. For companies, require the name and domicile of the company, and identification of all beneficial human owners owning 10% or more. This is not a privacy issue - if you deal with a public company, you should be deemed to accept the transparency that goes with it, and if you are hiding behind a nominee, then that nominee will have to take the risk of being identified and criminally liable for lying to the Stock Exchange and the SFC by claiming to be the beneficial owner.8 : GS(14)@2012-02-28 22:48:41
Technical note: This was a connected transaction for COMG, because its CEO Joseph Lau was controlling shareholder (owning 39.42%) of CPEC, so CPEC was his \"associate\". However, the amount involved was less than $10m so it was exempt from independent shareholders\' approval. If the loan balance (including accrued interest) had grown beyond $10m, then it would have become a non-exempt connected transaction. On the other side, Joseph Lau was Chairman of CPEC but he owned less than 30% (in fact 24.23%) of COMG so it was not his \"associate\" and this was not a connected transaction for CPEC.
https://www.hkdnr.hk/whois/whois_result.jsp
Domain Name: CPECH.COM.HK
Contract Version: HKDNR latest version
Domain Name Commencement Date: 18-03-2009
Expiry Date: 18-03-2012
Re-registration Status: Complete
Domain Status: Active
Registrar Name : Hong Kong Domain Name Registration Company Limited
Registrar Contact Information: Email: [email protected] Hotline: +852 2319 1313
Active variants CDN Variant Punycode
Inactive variants
Registrant Contact Information
Holder Name(English) (It should be the same as the registered/corporation name on your Business Register Certificate or relevant documents): CHINA POST E-COMMERCE GROUP LIMITED
Holder name(Chinese): 中郵電貿集團有限公司
Address: RM 1203, 12/F, THE CHINESE BANK BLDG., 61-65 DES VOEUX ROAD CENTRAL, CENTRAL, - - -
Country: HK
Email: [email protected]
Administrative Contact Information
Given name: FRANKIE
Family name: MA
Contact Chinese Name: -
Organization name(English): CHINA POST E-COMMERCE GROUP LIMITED
Address: RM 1203, 12/F, THE CHINESE BANK BLDG., 61-65 DES VOEUX ROAD CENTRAL, CENTRAL, - - -
Country: HK
Phone: +852-25202782
Fax: +852-25202032
Email: [email protected]
Account Name: HK2296130T
Technical Contact Information
Given name: HOST
Family name: MASTER
Contact Chinese Name:
Organization name(English): I-SYSTEM TECHNOLOGY LIMITED
Address: UNIT 2918, 29/F., ASIA TRADE CENTRE, 79 LEI MUK ROAD, KWAI CHUNG
Country: HK
Phone: +852-35794258
Fax: +852-31866705
Email: [email protected]
Name Servers Information
Name Server 1: NS1.UHOSTDNS.COM
Name Server 2: NS2.UHOSTDNS.COM11 : GS(14)@2012-02-28 22:53:38
Domain Name: COMG.COM.HK
Contract Version: HKDNR latest version
Domain Name Commencement Date: 04-01-2008
Expiry Date: 04-01-2013
Re-registration Status: Complete
Domain Status: Active
Registrar Name : Hong Kong Domain Name Registration Company Limited
Registrar Contact Information: Email: [email protected] Hotline: +852 2319 1313
Active variants CDN Variant Punycode
Inactive variants
Registrant Contact Information
Holder Name(English) (It should be the same as the registered/corporation name on your Business Register Certificate or relevant documents): ECYBERCHINA HOLDINGS LIMITED
Holder name(Chinese): 光訊控股集團有限公司
Address: RM 2508, 25/F, HARBOUR CENTER, 25 HARBOUR ROAD, WANCHAI, - - -
Country: HK
Email: [email protected]
Administrative Contact Information
Given name: FRANKIE
Family name: MA
Contact Chinese Name: -
Organization name(English): ECYBERCHINA HOLDINGS LIMITED
Address: RM 2508, 25/F, HARBOUR CENTER, 25 HARBOUR ROAD, WANCHAI, - - -
Country: HK
Phone: +852-25202782
Fax: +852-25202032
Email: [email protected]
Account Name: HK2034641T
Technical Contact Information
Given name: HOST MASTER
Family name: HOST MASTER
Contact Chinese Name: -
Organization name(English): I-SYSTEM TECHNOLOGY LIMITED
Address: UNIT 2918, 29/F, ASIA TRADE CENTRE, 79 LEI MUK ROAD, KWAI CHUNG, N.T., - - -
Country: HK
Phone: +852-35794258
Fax: +852-31866705
Email: [email protected]
Name Servers Information
Name Server 1: NS1.UHOSTDNS.COM
Name Server 2: NS2.UHOSTDNS.COM12 : GS(14)@2012-03-13 22:57:36