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梁伯韜和意馬(0585)局

(1)

有人和老千為伍:

http://www.hkexnews.hk/listedco/listconews/SEHK/2014/0916/LTN20140916642_C.pdf

http://www.ceweekly.cn/2015/0921/127456.shtml

这些人是泛亚“资金受托业务”理财产品“日金宝”的投资人。因为泛亚出现的兑付危机,他们一方面愤怒泛亚设计了“骗局”,一方面担心自己血本无归致失去了理性。

在北京、上海、江苏、新疆等全国的很多地方,单九良均有被愤怒人群围堵的危险。

泛亚出事之后,不少投资人在网上搜索到了考尔公司当年资金链断裂的信息。在全国企业信用信息公示系统网站上,《中国经济周刊》记者查到,2006年11月,上海考尔煤炭电子交易有限公司(下称“考尔”)在上海成立,目前企业状态是存续,法定代表人名为单九良。

考尔的大股东,是成立于2004年的上海盛富投资管理有限公司,目前全国企业信用信息公示系统网站已经查不到这家公司,而2008年有媒体报道,上海市工商局杨浦分局档案室出具的“档案机读材料”显示,盛富的法人代表也是单九良。公开信息显示,盛富亦同为泛亚有色金属交易所的大股东,出资额为3400万。据悉,上海盛富投资管理有限公司现已更名为盛富泛亚集团有限公司(下称“盛富泛亚”)。

现在考尔的网站已经被关闭,大量的信息被删除,然而《中国经济周刊》记者还是找到了一些关于考尔“现货补偿交易+中间仓”贸易模式的介绍。在考尔模式中:交易商只需要缴纳交易金额的20%就可以双向交易,如果双向交易不对等,例如买入比卖空要多,那么考尔提供货物;反之,考尔提供资金买入货物。

考尔在2010年遇到资金兑付危机,网上至今还能看到当年的投资人询问如何才能退出资金的帖子。另据泛亚投资人陈严凯透露,当年考尔资金链断裂之后也曾宣称要重组,但是重组失败。公开信息显示,考尔的主要负责人刘立东后因非法吸收公众存款罪被判处4年有期徒刑。

败走上海之后,单九良来到了昆明,过去的烂摊子对其似乎毫无影响。他开始了泛亚模式,交易标的从煤炭变成了稀有金属。

值得一提的是,有香港“红筹之父”之称的梁伯韬亦为泛融网董事。而在去年7月,作为意马国际单一最大股东的梁伯韬以溢价43%的价格,将所持公司20.95%的股权转让给了单九良。意马国际是香港交易所上市的公司,主营业务为电脑动画。梁伯韬通过此次转让股权套现5.43亿港元。

在过去两年间,单九良密集地进行大手笔的收购和布局,被投资者们及业内人士质疑其挪用了投资者的资金。

陈严凯直问:“收购意马国际动用了10亿元巨资,钱从哪里来?”

而据接近泛亚的业内人士接受《中国经济周刊》记者采访时称,很有可能因泛亚在其运作过程挪用资金,致其资金链加速断裂。“他们挣钱最后已经挣到了很离谱的程度,在管理的资产规模达到400亿以后,他们的野心也越来越大,加速布局,想要成为世界级的公司。”然而,质疑者并未能提供实质证据。

(2)

http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0128/LTN20160128810_C.pdf
梁伯韜把股權售予黃皓,黃皓為中國軟實力科技(0139,前預發國際、139控股、越南控股、中國微電子、中國金海國際)專區前主席及最大股東,為華匯系一名頭目,進入了華匯系,大家都明白結果了。

http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0308/LTN20160308018_C.pdf
出售部分業務予Capital Union,該公司實為華匯系早年的核心公司。

http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0418/LTN201604181280_C.pdf
http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0425/LTN201604251102_C.pdf
http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0608/LTN20160608890_C.pdf
http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0630/LTN201606301390_C.pdf
買入華匯的投資公司,但失敗,變成合資炒老千股,最後又不通。

http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0503/LTN201605032359_C.pdf
5合1

http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0613/LTN20160613859_C.pdf
華匯頭目做主席。

http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0708/LTN20160708810_C.pdf
例牌2供1,自己做包銷商。

http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0808/LTN20160808890_C.pdf
把唯一物業賣予自己系萬泰企業(8103,前訊泰科技、泰盛國際控股),由自己財務公司借錢予後者。

一個和股壇老千勾結的人懶正義反對新上市改革,非常令人作嘔。真的很不喜歡這些人。


梁伯 伯韜 韜和 意馬 0585
PermaLink: https://articles.zkiz.com/?id=217626

梁伯韜和錦興磁訊(0275)

http://www.idt.gov.hk/english/doc/HannyHoldingsFullReport.pdf
In or about 1989, WONG Sun approached an investment banker by the name of LEUNG Pak To (‘Francis LEUNG’) to obtain advice on the possible listing of Hanny on the Hong Kong Stock Exchange. Initially, Francis LEUNG, the Group Managing Director of the Peregrine Group of Companies (‘Peregrine’), was of the opinion that it was premature to make such an application. However, he took an active interest in Hanny’s affairs and joined the board of directors.
...
Concerning financial matters, there was no evidence that WONG Sun considered himself to be an expert in that field. Francis LEUNG of Peregrine recalled that, after Hanny’s flotation in 1991, WONG Sun did not have a ‘hands-on’ role in respect of finances; he recalled that William FUNG and the Chief Financial Officer, TAM Kam Biu (‘William TAM’), took a more active role in that regard. However, William TAM himself spoke of reporting to WONG Sun concerning Hanny’s finances and there was never any suggestion during the course of the inquiry that WONG Sun was in any way ignorant of at least the fundamental principles of company accounting.
...
As a young man, William FUNG had attended business school in Shanghai. That apparently had been during the years of the Second World War. Thereafter had worked for an extended time with a finance company before moving into the field of textile and garment marketing. He was, therefore, well versed in business matters and had an educated knowledge of company accounts. Francis LEUNG of Peregrine remembered William FUNG taking an active role in Hanny’s finances in the period immediately after the listing. He was of the opinion, however, that, as time went by, William FUNG, now into his late sixties or early seventies, appeared to go into a form of ‘semi-retirement’.
...
Despite this bullish forecast, one director at least was not confident that a rational programme had been put together to enable Hanny to finance the Memorex Acquisition. That director was Francis LEUNG of Peregrine. Indeed, it resulted in him resigning from the Board of Directors of Hanny in March 1994. In the course of his testimony, Francis LEUNG said that he had advised both WONG Sun and Sanrita WONG to arrange long-term financing. His advice, however, was not accepted. He said that WONG Sun and Sanrita WONG chose instead to use a short-term syndicated loan to finance the Memorex acquisitions. Repayment in terms of that loan was due in 6 months. According to Francis LEUNG the two were confident that – with the Hong Kong stock market being so bullish – they could, if necessary, raise the necessary funds with a share issue or re-finance the short-term loan.
...
In addition, in general terms, it was the opinion of Francis LEUNG that Hanny did not possess the management resources and skill to handle the sheer size and geographical breadth of the Memorex businesses that had been acquired. To express it in a phrase, it was his testimony that Hanny had bitten off more than it could chew. As he said in the course of his testimony :

Before I resigned in March 1994, the financial position of the Company was not that bad. That is why they were … able to make the acquisition and borrow money from the banks. However, after the acquisition of Memorex, they could not handle the situation because, I mean, Memorex was a troubled company, it was losing money and its operations were mainly in the States. Hanny Magnetics did not have enough resources to manage the situation.

...
In order to ensure the profitable integration of this diverse group of companies, it was necessary to put into effect a system of accounting information that would reveal the consolidated position of the Group month by month. Only with the provision of accurate consolidated accounts could effective management decisions then be made. But, as Francis LEUNG said, Hanny simply did not have the technical or human resources to put into operation an effective system of accounting controls. It is apparent that, while management accounts were prepared, they were not detailed enough to be of real benefit nor – more importantly – were they consolidated.
...
By 15th May 1995, WONG Sun had already compiled strategic plans to restructure operations in the United States and had relayed those plans back to Hong Kong where they were then passed on to Francis LEUNG of Peregrine and Canning FOK of Hutchison Whampoa for consideration.
...

Francis LEUNG of Peregrine did not attend the meeting on the morning of 18th May but was perturbed by the reports he received. The possible need to make provision for exceptional losses of US$30 million in the 1995 end of year accounts was, he believed, price sensitive information. He therefore advised WONG Sun to issue an immediate circular to all Hanny directors warning them not to trade in shares of the company. Help was provided to WONG Sun to draft the circular which was dated 19th May 1995 and began :

You will be aware that the Board has now commenced discussions on Hanny’s business plan, budget and related matters. For this reason, I do not believe that it is appropriate for directors to deal in Hanny’s shares at the current time.
...
Francis LEUNG, an investment banker of considerable experience, was at one time on the board of Hanny. The Tribunal found him to be a balanced, fair and credible witness. During the course of his testimony he said that he came to know Sanrita WONG when Peregrine was first engaged as financial advisor, that would have been shortly before Hanny went public :

Q:How well did you come to know [Sanrita WONG] in the following years?

A:Because she was an executive director of the company, so I came across her on many occasions when we acted as the

financial advisers of the company in respect of various matters.

Q:In respect of what kind of matters did you have dealings with her?

A:Mainly for financing. She was in charge of the finance of Hanny Magnetics.

Q:What were the kind of occasions when you would meet her in that capacity in charge of finance of Hanny Magnetics?

A:Sorry, may I correct that statement? Actually, she was more involved in marketing and sales, but after Hanny Magnetics acquired Memorex, she was then involved in finance as well. I mean, initially I did not deal with her very often, because she was involved in marketing, rather than the financial matters of Hanny, but as I said, after the acquisition of Memorex she was more involved in the finance area. [our emphasis]

Later, when questioned by Wilson CHAN, Sanrita WONG’s counsel, Francis LEUNG spoke directly of his assessment of Sanrita WONG’s abilities :

Q:I think you have already told us that Sanrita WONG was essentially a sales and marketing person before she got involved with the financing of the acquisition of Memorex?

A:Yes.

Q:From your dealing with Sanrita WONG, would you say that she was someone knowledgeable in accounting and financial matters in general?

A:Although financing was not her expertise, I thought she had a general understanding of financing.

Q:Financing of the acquisition?

A:General financing.

It is clear that Francis LEUNG of Peregrine appreciated the effect that publication of the news could have on the market. He did not attend the meeting. However, he received reports of what occurred and acted immediately. In this regard, the transcript of his evidence reads :

Q:Going back to your record of interview : “During the board of directors meeting of Hanny, I remember there was a discussion regarding a possible write down of an investment in the US. There was a large discrepancy between the draft accounts reviewed by the auditors and management accounts. We asked the financial officer for the reason, but he could not answer. The figure was around US$30 million. I thought this information is price sensitive and I thought that I and the other directors could not deal in shares of Hanny. I then told WONG Sun and advised him to circulate a statement in this regard. As a result, this document is drafted and WONG Sun signed on 19th May 1995 and distributed to the other directors for them to sign.” Is that accurate?


A:Yes.

Q:Do you know who it was, the financial officer who could not provide the answers to the provision?

A:Joseph LI.

...
The statement referred to by Francis LEUNG was circulated in the form of a memorandum the very next day; that is on 19th May 1995. It was addressed by WONG Sun to all the directors and read :

RE : Hanny Magnetics Limited (“Hanny”) – Dealing in Hanny’s shares

You will be aware that the Board has now commenced discussions on Hanny’s business plan, budget and related matters. For this reason, I do not believe that it is appropriate for directors to deal in Hanny’s shares at the current time. With immediate effect and until further notice, please ensure that you do not deal in Hanny’s shares and that you ensure that no dealings take place by your spouse or by or on behalf of any child and that no other dealings take place in which you would be treated as interested by the Securities (Disclosure of Interests) Ordinance. If you have any doubt you should seek appropriate advice.

Signatures of acknowledgment were sought from all the directors. William FUNG signed but Sanrita WONG refused to do so. As will be seen, she was by then actively selling her Hanny shares.

The memorandum was not open to misunderstanding. It was not just advice, it was a clear directive not to deal in Hanny shares until further notice.

Nor, in the opinion of the Tribunal, could the timing of the memorandum be overlooked by those who received it. The memorandum was circulated the day after WONG Sun had returned from a visit of critical importance to the United States to decide how best to deal with Hanny’s troubled operations there. It was circulated the day after a 3-hour meeting attended by senior members of Hutchison Whampoa and Peregrine at which those present were told of a claim by the United States management for an exceptional write-off of HK$233 million.



At the meeting the next day, the minutes record Sanrita WONG,playing an active role :

Hagemeyer

Sanrita tabled an offer from Hagemeyer. In general the offer was not satisfactory. We would insist that it would also acquire our Memorex Drive at market value. WONG Sun preferred Rekotan better than Hagemeyer. He requested Eugene to look into the turnover figures of the offer letter and report back to the meeting.

James Capel – Brokers

Sanrita WONG requested the meeting to look into the matters of maintaining good relationship with investment brokers. James Capel was frustrated as no one seemed to be interested in seeing them. Joseph LI was requested to meet them.

BASF Offer

Sanrita tabled again further communication from BASF regarding an offer. In general the offer was not acceptable and we had to decline it.

VO Business

Sanrita WONG questioned whether VO was still a viable business and wasting our resources…

In the judgment of the Tribunal, when all relevant matters are viewed as a whole, those within Hanny with a knowledge of what was happenning must have known that the company was at that time in a state of deep crisis. There was now quite patently an air of desperation in Hanny’s workings. If any of those within Hanny’s senior management were blind to the obvious, their eyes would have been opened when Peregrine sent a letter dated 6th June to Hanny’s directors. Counsel to the Tribunal has described the letter as a ‘devastating critique’. The letter was jointly signed by Francis LEUNG and John Nicholls. It hi-lighted the need for detailed business and financing plans which could only be produced by the executive directors and had to carry their recommendation. Despite the public impression that new and highly competent management was at the helm, concerns were now expressed at a perceived ‘lack of effective control by the executive directors over the operations and strategic direction of the Hanny Group’. In particular, reference was made to Hanny’s financingarrangements, that portion of the letter reading :

Hanny’s continuing debt burden, the short term nature of most of its borrowings, the fact that it remains in breach of covenants relating to a number of its loan facilities and the resultant concern and pressure from its bankers is a matter of grave concern to us.

In respect of the operating difficulties then facing Hanny, the letter read :

It now appears, from the budge presented to the Board on 26th May 1995, that the Zhuhai facility is projected to operate on a significantly worse basis than was the case in the budget prepared for the Board less than two months ago. This raises serious concern as to the effect this information will have on Hanny’s bankers and creates real doubt in our minds as to whether Hanny will be able to continue to operate on a going concern basis. [our emphasis]

In his expert’s report, Clive Rigby was of the opinion that this letter (read with other contemporary correspondence), if placed in the hand’s of an investor, would indicate that Hanny was at that time ‘in extreme jeopardy’.

On a plain reading of the letter, the directors of Hanny must have been impressed by the fact that Peregrine, Hanny’s business advisors and experts in the field, were gravely concerned at the company’s position and did not see early signs of recovery. In short, to echo the words of Clive Rigby, that the year end results for 1995 would reveal a substantial loss, far greater than earlier anticipated.

梁伯 伯韜 韜和 錦興 磁訊 0275
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