Webb 哥又爆大鑊
1 :
GS(14)@2012-03-07 23:06:22http://webb-site.com/articles/muck2012p4.asp
今次講下8202 的爛刁
Inno-Tech and United Premier Medical Group
Great China Media wasn't the first time that YY Wong, Chairman and co-founder of Inno-Tech, had sold a business to Inno-Tech. On 5-Mar-2007, Inno-Tech agreed to buy 56% of Autoscale Resources Ltd (Autoscale) from YY Wong and Robert Wong Yao Wing, then Deputy Chairman of Inno-Tech, for HK$58.97m, satisfied with 351m shares (39.84%) of Inno-Tech @$0.168. They sold 28% of Autoscale each.
Autoscale owned 37.71% of the ordinary shares of United Premier Medical Group Ltd (UPMG), established in 2002 and operating in mainland China and Macau, which had a net loss of $29.5m in the year to 30-Sep-2006 and lost HK$31.4m in the prior year (under HK accounting standards). It had contracts to fit out and manage various "VIP Centres" providing maternity-related services (obstetrics, gynaecology and paediatrics) in hospitals in mainland China and Macau. It also had 4,565 convertible preference shares outstanding, redeemable on 26-Jul-2008 at US$2,500 each plus 2% premium and 8% p.a. fixed dividend.
UPMG had a net asset value of HK$42.20m at 30-Sep-2006, but keep in mind that this would include the preference shares, with par value of US$11.4m (HK$89.0m), so ordinary shareholders' funds were negative. Autoscale had net liabilities of $0.159m. The circular dated 26-Mar-2007 contained a fairness opinion from Veda Capital (there they are again) and the deal completed on 19-Apr-2007. Inno-Tech booked HK$60.64m of goodwill on the acquisition of Autoscale.
On 21-Jan-2008, Autoscale (along with the other shareholders of UPMG) agreed to exchange its by-then 28.13% stake in UPMG (after conversion of preference shares) for 12m shares (23.93%) of a US shell called The Cavalier Group, incorporated in Wyoming and quoted on the OTC Bulletin Board, which had no prior business. A circular was dated 15-Feb-2008. On 13-May-2008, the shell was renamed China Health Care Corporation (CHCC), and the deal completed in Jul-2008. HK regulators do not require the filing of such agreements, but the US SEC does, so with that transparency, you can read the agreement here, including the list of 118 registered shareholders of UPMG.
Finally, on 16-Feb-2009, Inno-Tech agreed to sell its 56% stake in Autoscale to Certain Success Holdings Ltd (BVI), the owner of which was not disclosed, for just HK$3.145m in cash, with an expected loss on the disposal of about $57.2m.
This part of the story isn't quite over though: on 15-May-2009, there was a ruling in the HK Court of First Instance between China Medical Ltd as plaintiff (we don't know its owner or place of domicile) and Autoscale as defendant. A judgment in default of defence had been entered on 20-Mar-2009, ordering Autoscale to honour a guarantee of an alleged liability of UPMG (or its BVI subsidiary) under a subscription agreement dated 1-Aug-2005. Autoscale wanted the judgment set aside. UPMG had allegedly failed to redeem the plaintiff's convertible preference shares or pay dividends, or use its best efforts to procure an IPO. The defence claimed that the reverse takeover by CHCC counted as an IPO. The judge disagreed, saying that the defendant had not made an arguable defence. The judgment refers to 914 preference shares - that would be US$2.285m (HK$17.82m) of par value. We can't find "China Medical Ltd" or the corresponding 914 ordinary shares (after conversion) in the exchange agreement with CHCC.
Interestingly, this contingent liability of Autoscale in the form of the guarantee was not disclosed in Inno-Tech's accounts at 30-Jun-2008, when Autoscale was still a subsidiary. Why not?
Kaiping Hotel deals
One of the UPMG shareholders listed in the agreement with CHCC was Smart Boom Investment Ltd (Smart Boom, BVI), which would receive 794,000 shares (about 1.6%) of CHCC for 397 shares of UPMG. We don't know how owns it, but on 4-Feb-2008, two weeks after the agreement to roll UPMG into CHCC, Inno-Tech agreed to buy Homesmart Properties Ltd (Homesmart) which ultimately owned a hotel in Kaiping City, Guangdong, for RMB20m (then HK$20.86m) from, you guessed it, Smart Boom, declared to be an independent third party. The price was based on an independent valuation of the property at 29-Jan-2008 of RMB20m by an unnamed valuer. The property was said to be "in good condition".
This deal followed an earlier pair of hotel acquisitions on 5-Nov-2007 from the same beneficial owner as Smart Boom's, again unnamed. One of those deals was to buy Sunny Team Corp Ltd (Sunny Team) for RMB13.5m (then HK$14.07m). The vendor had contracted for Sunny Team to acquire a hotel at 106, Guangming Road, Kaiping, Guangdong Province. That would be the Xingdu Hotel. Inno-Tech said the hotel was in "good condition" and it "did not intend to make further capital investment" on the property. The other was China Earn Ltd (China Earn), for RMB14m. The vendor had contracted for China Earn to acquire a hotel at 216 Tianjin Street, Jilin City. That would be the Jinjiang Inn Jilin Train Station Branch.
Strangely, the annual report of Inno-Tech at 30-Jun-2008 records Homesmart and Sunny Team as subsidiaries, but note 38, on the acquisition of subsidiaries, only includes one acquired subsidiary, Autoscale. So how were Homesmart and Sunny Team acquired? Meanwhile, China Earn is nowhere to be seen in these accounts. It was dissolved by deregistration on 18-Feb-2011. Inno-Tech has never explained what happened. A circular dated 11-Sep-2009 on another transaction, mentions the deal at the bottom of page 262 (IX-8) of the PDF, stating that the company acquired China Earn for RMB14m.
On 26-Jun-2009, seventeen months after buying Homesmart, Inno-Tech sold it for just RMB2m, 90% less than it paid, to Main Move Ltd (Main Move, BVI), said to be an independent third party. The owner of that was not disclosed. Even at this low price, 95% of it was deferred as a promissory note, so only RMB100,000 was payable on signing. The hotel was now said by BMI Appraisals Ltd (BMI Appraisals) to be worth RMB13m, but on 31-Jul-2008, Homesmart had borrowed RMB11m against it. What Homesmart had done with this money we do not know. Inno-Tech said it would book a loss of HK$20.41m on the sale. Homesmart had losses of only $800k from incorporation to 31-Mar-2009.
On the same day, Inno-Tech sold Sunny Team to Timewon Ltd (Timewon, BVI), the owner of which was not disclosed, for the same price as Homesmart, RMB2m, with 95% deferred as a promissory note. BMI Appraisals, which has featured many times on Webb-site, valued the Xingdu Hotel, Kaiping at RMB10.5m, and Sunny Team had a bank loan of RMB8.5m. Sunny Team had losses of only HK$993k from incorporation to 31-Mar-2009. Inno-Tech said it would book a loss of HK$0.52m on the sale.
Both these agreements came just 4 days (and 2 working days) before the year-end of Inno-Tech, and completion took place by on the year-end of 30-Jun-2009. Were they in a hurry? We call on the SFC to investigate the following issues:
Was China Earn ever purchased, as the circular claimed? If not, why didn't Inno-Tech announce that the deal had failed?
Who was the person that sold the 3 (or 2) companies to Inno-Tech?
Why wasn't the acquisition of Sunny Team and Homesmart shown in the note on acquisition of subsidiaries in the 15 months to 30-Jun-2008? Did Inno-Tech jump the gun and acquire the HK shells before they had completed the hotel purchases?
What were the due dates of the promissory notes on the sales?
Who owned Main Move and Timewon, the buyers of Homesmart and Sunny Team, respectively?
In both sales, the net asset values of the companies, Homesmart and Sunny Team, was not disclosed. What were they?
What had Homesmart and Sunny Team done with the money from the bank loans? It's possible that they sunk it into renovating the buildings, but that seems like a lot to spend, given that both hotels were said to be in "good condition" when acquired, and in the case of Sunny Team, no capital investment in the property was needed.
So if not in fixed assets, then where did the cash go? The original acquisition prices of Sunny Team and Homesmart were priced based on assets without borrowings. So the net assets, even after hotel devaluation, should have been about RMB13m and RMB10.5m respectively, less their modest operating losses since incorporation.
Note 39 of the Inno-Tech accounts for the year ended 30-Jun-2009 shows the combined disposals of 3 subsidiaries: Autoscale, Homesmart and Sunny Team. Look at the "satisfied by" part of the table:
We know that Autoscale was sold for HK$3.145m, so that is the cash line. So the table shows that even the RMB200k (HK$225k) of cash which was payable on 26-Jun-2009 had not been paid, and the promissory notes were the other RMB3.900m (HK$4.256m).
Trade debtors
The accounts for the year to 30-Jun-2009 were spectacular and remarkable for their lack of explanation of the following items, which we call on the SFC to investigate:
Inno-Tech had trade debtors of $65.4m at the previous year-end, but managed to book an impairment loss of $122.2m against trade debtors, so at least $56.8m of that had been racked up in the year, on turnover of $78.1m. Of this turnover, $74.4m was from its original business of "design of residential intranet, provision of home-automation services and trading of related products", or what it calls the "intelligent system" segment. The segment booked a loss of $179.17m, compared with $0.29m a year earlier. There was no explanation for the impairment in the "management discussion and analysis" section.
Meanwhile, the "hotel management" segment booked a loss of $113.3m on turnover of just $3.7m, compared with a loss of $67.5m on turnover of $1.3m a year earlier, the first year of the segment. So that's a total segment loss of $180.8m on turnover of $5.0m in 2 years. The mind boggles (and it must, because there was no explanation) on how they spent so much money for so little revenue, and that is before the losses on the sales of Homesmart and Sunny Team. Where did all the money go?
The loss on disposal of subsidiaries in 2009, which also included the loss on the sale of Autoscale, amounted to $84.4m, which is significantly higher than the aggregate $78.13m Inno-Tech had estimated at the times of the sales. Overall, Inno-Tech booked a loss of $391m for the year.
Inno-Tech's auditor from 2005 to 2009 was PCP CPA Ltd (PCP), the incorporated version of Paul Chan & Partners. It gave a "true and fair" opinion on the 2009 accounts. In 2009, the firm merged with CCIF CPA Ltd to form Crowe Horwath (HK) CPA Ltd (CHCPA), so Inno-Tech changed auditor to the new firm at an SGM on 14-Jul-2010. Incidentally, the Managing Director of PCP CPA Ltd and a director of CHCPA is accounting legislator Paul Chan Mo Po.
2 :
GS(14)@2012-03-07 23:15:19交易1
http://www.hkexnews.hk/listedco/ ... LN20081212027_C.pdf
http://www.hkexnews.hk/listedco/ ... LN20090122023_C.pdf
交易2
http://www.hkexnews.hk/listedco/ ... LN20070307004_C.pdf
http://www.hkexnews.hk/listedco/ ... LN20070326056_C.pdf
http://www.hkexnews.hk/listedco/ ... LN20080125043_C.pdf
http://www.hkexnews.hk/listedco/ ... LN20090216044_C.pdf
酒店
http://www.hkexnews.hk/listedco/ ... LN20070911027_C.pdf
http://www.hkexnews.hk/listedco/ ... LN20071011036_C.pdf
http://www.hkexnews.hk/listedco/ ... LN20071029129_C.pdf
http://www.hkexnews.hk/listedco/ ... LN20071030045_C.pdf
http://www.hkexnews.hk/listedco/ ... LN20071106052_C.pdf
http://www.hkexnews.hk/listedco/ ... LN20071127037_C.pdf
http://www.hkexnews.hk/listedco/ ... LN20080205062_C.pdf
http://www.hkexnews.hk/listedco/ ... LN20090626059_C.pdf
http://www.hkexnews.hk/listedco/ ... LN20080214038_C.pdf
http://www.hkexnews.hk/listedco/ ... LN20070504022_C.pdf
3 :
GS(14)@2012-03-07 23:18:35http://www.redgatemedia.com/index.php?body=home&lang=sc
On 8-Jul-2011, Inno-Tech conditionally agreed to buy Redgate Ventures Ltd (Redgate Ventures) for about HK$1,941m, of which $290m would be in cash, $160m in 0% promissory notes and $1,491m in 3-year 0% notes convertible into up to 5,404m shares (98.27%) of Inno-Tech @$0.38. Cash would be raised by placing $200m of 2-year 0% convertible bonds, conditional on the acquisition. A refundable deposit of HK$80m has already been paid. The agreement was amended on 30-Dec-2011 and amended again on 21-Feb-2012 to knock $190m off the purchase price. The deal is still in progress and the circular has yet to see the light of day.
Redgate Ventures is "a diversified media company in China primarily providing advertising and advertising agency services through an integrated cross-media platform". The group "commenced operations in 2003". It appears that Redgate Ventures is a reworked version of Redgate Media Group, a loss-making Cayman company which aborted its US IPO in Apr-2010. You can read the latest version of their F-1 filing here. The group structures are somewhat different, but several of the mainland subsidiaries are the same. Redgate Ventures had net assets at 31-Dec-2010 of HK$16.5m. It claims to have swung from a $34.2m loss in 2009 to an unaudited $61.1m net profit in 2010 on turnover of $247.6m. The accountant's report in the circular should eventually reveal how they achieved this.
同全城熱戀相似的東東
4 :
GS(14)@2012-03-07 23:19:49http://www.hkexnews.hk/listedco/ ... LN20110722002_C.pdf
新爛deal
穿崩片引發行家爆大鑊Louis杯麵魔術被轟抄橋
1 :
GS(14)@2015-04-13 08:53:26【昨日】■本報連續兩日追訪Louis,昨他返元朗工作室時為抄橋解畫。攝影:徐錦池
魔法王甄澤權(Louis)在街頭表演杯麵魔術,被網友拍片直擊穿崩斷正,有港版大衞高柏飛之稱的Louis成為眾矢之的,昨本報連環收到讀者爆料,澳門魔術師劉寶明指控Louis涉偷杯麵橋,怒插Louis的做法令人憤怒;有網友去年已直擊Louis表演街頭魔術搵人做媒,甚至有網友踢爆他在美國Abbott Magic比賽獲冠軍,其實小朋友和老人家都可參加,並非職業魔術師比賽。
現年32歲的魔術師甄澤權憑無綫節目《街頭魔法王》成功上位,成為受歡迎的魔術師並於拉斯維加斯、香港巡迴表演。不過,日前他在節目變杯麵不慎被網友直擊穿崩,慘變網民嘲笑對象,昨本報更收到多位讀者爆料,澳門魔術師劉寶明更聲稱是杯麵魔術的原創表演者,於2011年在台灣TMA魔術大會已公開表演,狂轟Louis有抄橋之嫌。
【原創片段】■魔術師劉寶明聲稱是杯麵魔術的原創者,自己於2011年在台灣的魔術大會已公開表演,怒插Louis抄橋。互聯網圖片
【魔術穿崩】■Louis在便利店表演街頭魔術,不慎被網友直擊穿崩拍片(右圖)放上網。
行家:條橋劉謙幫我諗
兩個魔術都是將杯麵由冇變有,構思相似,劉寶明昨在電話勁插Louis:「呢條橋係劉謙幫我諗,佢想用番都問過我,當年Louis去台灣參加魔術活動,佢有顧問喺後台做工作人員,有可能睇咗呢個比賽。」劉寶明投訴Louis偷橋變杯麵,他說:「我有問佢點解,佢話咁啱得咁蹺。魔術界百分之九十九相似係好差行為,抄橋會俾人唾罵,令人憤怒。」
Louis於2010年在美國Abbott Magic比賽獲冠軍,劉寶明不屑說:「呢個比賽有兩個運作形式,一個係主辦覺得好掂畀獎,如劉謙、大衞高柏飛都攞過,另一種係畀10萬蚊港紙可以買到。」有讀者亦爆Louis參加的這個比賽,其實是美國Colon小鎮搞的魔術節,老人家和小朋友都可參加,2009及2011年的冠軍都是小朋友,踢爆Louis吹到自己超勁的大話;還指Louis曾參加香港魔術家協會的舞台公開大賽,結果卻名落孫山。昨本報向魔術家協會會長Albert求證,他承認:「09年Louis參加過我哋協會比賽但攞唔到獎,而美國嗰個只係一般比賽,唔係國際性,呢個比賽有兩個獎項,一係由評審覺得你掂頒獎,另一類係Louis參加嘅上台表演。」除了杯麵被踢爆穿崩外,亦有網友早於去年節目錄影第一輯時,已於街頭拍到Louis變魔術搵人做媒兼失手,當時工作人員叫停指有穿崩位,更叫做媒的人要投入些。本報連續兩日到位於元朗的工作室追訪Louis,對於被劉寶明投訴偷橋,Louis解釋:「我唔係好熟佢,我冇睇過佢啲魔術,絕對冇可能。」問杯麵魔術是否他原創?Louis說:「係,但有時其他魔術師做過呢,咁一定會有,因為我哋可以買番嚟做,會去改良。」至於被指在美國參加的魔術比賽有誇大之嫌,他說:「呢個比賽係一個踏腳石,好多出名魔術師都參加過,如大衞高柏飛、Lance Burton,唔係一個冇人識嘅比賽。」有質疑他的魔術是用鏡頭呃人,小朋友都做到,他說:「其實用鏡頭就位,魔術有時好多位可以睇到,所以安排觀眾邊個角度睇魔術,係魔術師嘅技巧。」至於有網友影到做媒,他說:「拍時一定會試機位先,覺得做得唔係咁好,我哋再嚟多次拍番好少少。」
■Louis於2010年獲美國Abbott Magic冠軍,但有網友爆該比賽並非職業魔術師比賽,小朋友亦曾攞過冠軍。
■Louis曾揚威歐洲及美國,先後獲得多個獎項。
Louis:好唔開心
對於杯麵魔術被踢爆穿崩位,他說:「好唔開心,呢個唔係正常睇魔術角度影嘅片,當然唔可以完全怪晒人哋,自己都疏忽冇留意到。」問之後表演會否硬性清場或落黑布?他說:「如果街頭表演咁樣清場更加冇咗意思,我哋會多啲注意呢啲位置,同埋設計上再做好啲。自己對團隊有啲抱歉,一分鐘魔術可能用咗十幾日研究。」採訪、攝影:徐錦池、畢紹基、黃曉程
【前晚】■Louis前晚在工作室外受訪,坦言對杯麵魔術被踢爆感到唔開心。
■有網友去年已拍到Louis在街頭變魔術要搵人做媒。互聯網圖片
【網友熱話】秋生:只好話道行未夠
Louis的杯麵魔術「施法」過程被踢爆,當事人跟同為主持的阿Bob已分別作出回應,至於網友們就有咁嘅反應。
反:【黃秋生】
魔術俾人踢爆,預咗㗎啦。踢爆嘅人亦冇所謂道唔道德,只係扼殺咗其他人嘅快樂。魔術師只好話自己道行未夠。(一般人冇必要守魔術師守則)
反:【Lau Joe】
直接原因是冇自知之明,唔夠班做街頭表演魔術,只適宜做鏡頭下表演,有問題可剪輯。
反:【Moonkee Yip】
高強嘅魔術師,唔會畀大家睇到穿崩,但呢個《至尊街頭魔法王》喺街嘅人會睇到穿崩,實在離奇。
撐:【Angus Chan】
公平啲講,個魔術如果喺後面睇都會穿啦,只係工作人員疏忽啫,咁又點算得真係穿崩呢。
撐:【Suk Wa】
識法何必破法?娛樂嚟啫,你估真係有超能力咩。
撐:【Vincent Ng】
人哋花咁多心機去做魔術,你哋使乜咁認真,人哋都係畀免費娛樂大家啫,係人都知魔術係假,明知假你都要走去識穿人,畀個魔術識穿大獎你好唔好,超無聊。
來源:
http://hk.apple.nextmedia.com/entertainment/art/20150413/19110105