On 28-Dec-2009, COMG announced that it would buy 100% of GMG Media Group Ltd (GMG Media), a BVI company with no turnover and no assets, for HK$1241.89m, of which $13m was in 100m shares and $1228.89m in 5-year 0% convertible bonds, both at $0.13 per share. The vendor was named as Jiang Qi Hang (Mr Jiang), a former securities sales representative. Our records show that he was last licensed at BOCI Securities Ltd until 3-Jan-2006.
According to the announcement, in the 1990s he worked for Procter & Gamble (China) Ltd in brand management. The plan, via a contractual arrangement with a PRC company (to get around PRC ownership restrictions for foreign companies without 3 years' experience in the advertising industry) was to install 100 wide-screen displays in mainland shopping malls and share the advertising revenue with them.
http://www.hkexnews.hk/listedco/ ... TN20100326066_C.pdf
According to the circular dated 26-Mar-2010, the installation cost of these screens would be about RMB6m over 5 years, the initial capital requirements to implement the business model of GMG Media are approximately RMB3m (then about HK$3.6m) and "there is no significant entry barrier for the business". So why would anyone pay HK$1242m for that?
On 13-Aug-2010 COMG and Mr Jiang agreed to accelerate the convertibility of the bonds, which originally were not convertible until 6 months after issue, to make them immediately convertible. This was amended again 4 days later, because as a director of a subsidiary of COMG, Mr Jiang was a connected person and the amendment needed independent shareholders' approval. Joseph Lau still owned 21.90% and could vote. A circular went out on 30-Aug-2010 and the amendment was approved at the EGM on 15-Sep-2010. Three weeks later, Mr Jiang began converting, and as far as we can tell:
On 7-Oct-2010, he converted $65m of bonds into 500m shares (28.42%) of COMG. He deposited his shares with Tanrich Securities the next day.
In two equal tranches on 19-Jan-2011 and 21-Jan-2011, Mr Jiang disposed of $20.8m of bonds, and these were converted on 21-Jan-2011 and 24-Jan-2011 into 160m shares. One tranche was deposited with Tanrich Securities on 25-Jan-2011 and the other was deposited with Fulbright Securities Ltd (Fulbright) on 26-Jan-2011.
On 28-Jan-2011, he converted $13m bonds into 100m shares (4.94%), and these were deposited with Tanrich on 2-Feb-2011. He then held 600m shares (29.64%) of COMG, all via Tanrich.
On 28-Feb-2011, COMG announced that Mr Jiang had agreed with an unnamed placing agent to sell up to $238m of the bonds at an undisclosed price. A disclosure shows that the broker was Celestial Securities Ltd (Celestial). $135m of the bonds were sold by Celestial on 11-Mar-2011, converted on 14-Mar-2011 and deposited with Celestial on 31-May-2011. Another $33m were sold on 18-Mar-2011 and converted on 21-Mar-2011, and $36m were sold on 8-Apr-2011 and converted on 12-Apr-2011. These two blocks combined produced 530,769,229 shares which were deposited with Celestial on 5-Jul-2011. That makes a total of $204m of principal value. The remaining $34m went back to Mr Jiang on 12-Apr-2011.4 : GS(14)@2012-03-11 19:48:13
Taobao Tianxia's holding of 500m shares was diluted to 4.61% by the series of subsequent bond conversions, but it has failed to disclose any change in its interest. There was a 6 month lock-up agreement with Mr Jiang which expired in Oct-2011. As far as we can tell, the only block of shares deposited into CCASS that we cannot account for since Taobao Tianxia became a shareholder is 446m deposited with Bank of China (HK) Ltd on 21-Jun-2011, so that is probably theirs. 7 : GS(14)@2012-03-11 19:49:24
On 19-Jul-2011, he disposed of $234m of bonds which were converted the same day into 1,800m shares and deposited with Piper Jaffray Asia Securities Ltd (Piper Jaffray) on 21-Jul-2011. On 25-Jul-2011, Mr Jiang moved his entire holding of 219,230,770 shares (3.16%) from Tanrich to Piper Jaffray. However, some time between 19-Jul-2011 and 4-Aug-2011, his interest in shares (including via bonds) rebounded to where it had been before 19-Jul-2011, because there is a filing on 4-Aug-2011 showing the same opening balance. So there appears to be a missing disclosure. As a result of the share return, his actual shareholding increased from 3.16% to 25.81%.
On 4-Aug-2011, he disposed of another $114.4m of bonds which were converted into 880m shares on the same day. These were likely deposited with BOCI in 3 tranches on 9-Aug-2011 (780m), 10-Aug-2011 (50m) and 15-Sep-2011 (50m).
On 28-Sep-2011, COMG announced that Mr Jiang had sold 100m shares (1.28%) of COMG to Shanda Capital Ltd, 100% owned by Shanghai Shanda Networking Co Ltd, for an undisclosed price. The buyer is 70:30 owned by Mr Chen Tianqiao and Mr Chen Danian, the respective CEO and President of Shanda Interactive Entertainment Ltd.
On 25-Oct-2011 Mr Jiang disposed of $16,909,732 of bonds which were converted on the same day to 130,074,860 shares. However, they appeared to bounce back to him on or before 9-Nov-2011, because a filing on that date shows the same opening balance. So there appears to be a missing disclosure.
On 9-Nov-2011, COMG announced that Mr Jiang had sold 100m shares (1.26%) of COMG to Mandra Capital Ltd (Mandra), 100% owned by Mr Zhang Song Yi and his family, for an undisclosed price. Zhang Song Yi was billed by COMG as a director of Sina Corporation, but that's just one of his non-executive roles. Mandra was also involved in selling Mandra Forestry Holdings Ltd to the spectacular Sino-Forest Corporation.
In summary, the entire amount of convertible bonds generated 9,453m shares, enlarging the share capital of COMG by 750%. Mr Jiang kept about 3,001m shares (27.67%) of COMG and sold the other 6,452m, either as bonds or converted shares. In all of his statutory filings, he failed to disclose the price he received for any of the sales. We call on the SFC to investigate that.
一九九二年於中山大學畢業，取得工商管理學學位，並於一九九七年於Australian Graduate School of Management, University of New South Wales, Australia取得工商管理學碩士學位。江先生在金融領域有超過十五年的經驗。於一九九七年至二零零零年期間，他曾任職里昂證券亞洲有限公司。於二零零零年至二零零四年，他為法國巴黎百富勤證券有限公司的董事。於二零零五至二零零六年，他出任中銀國際證券有限公司的執行董事。江先生為中國天使資本之創辦人及行政總裁。13 : GS(14)@2012-03-11 19:59:37
一九九二年於中山大學畢業，取得工商管理學學位，並於一九九七年於Australian Graduate School of Management, University of New South Wales, Australia取得工商管理學碩士學位。江先生在金融領域有超過十五年的經驗。於一九九七年至二零零零年期間，他曾任職里昂證券亞洲有限公司。於二零零零年至二零零四年，他為法國巴黎百富勤證券有限公司的董事。於二零零五至二零零六年，他出任中銀國際證券有限公司的執行董事。江先生為中國天使資本之創辦人及行政總裁。
Conclusions and unfinished business
We'll bring this hexalogy to a close. We've given you enough reasons to avoid investing in all of the listed companies named at the top of this article, as well as any company which uses the same advisers, particularly on a regular basis. We've also laid out evidence surrounding a substantial number of dubious transactions that the SFC, ICAC or CCB should investigate, and we've drawn attention in the "regulatory notes" boxes to a number of deficiencies in HK's regulatory framework which facilitate some of these schemes.
Once in a while, the authorities do actually listen and act. Examples include our article Cooking with Gas (4-Apr-2004) which was eventually followed by an ICAC investigation and convictions in 2010, and a trilogy of articles about the Styland Network in 2002. Just last week, 10 years later, the SFC won a landmark ruling ordering the former Chairman and his wife (who was an executive director) to pay HK$85m in compensation (plus a lot of interest since 2000). The case was actually heard in Jan-2011 but it took 14 months for Justice Aarif Barma to issue his judgment, which says something about the strain the courts are under and the need to raise the budget for the judiciary. It will be interesting to see whether the couple pay up. The court has disqualified them as directors for 12 years, but their son is now CEO of Styland and they still own 22.72% of it. No criminal charges were brought against the couple.
Other series include the tetralogy of articles in 2009 on China Public Procurement Ltd (1094) and China Railway Logistics Ltd (8089), amongst others. No public action has been taken on those. There was also our articles on EganaGoldpfeil, after which the company collapsed. The SFC has commenced action against the directors seeking disqualification orders and HK$2.13bn of compensation, but no criminal charges have yet been brought despite an investigation by the Commercial Crime Bureau.