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中環在線：張化橋飛北京送錢畀超大郭浩自爆反口抽水內情 李華華

2009-03-25  AppleDaily

超 大現代（682）掌舵人郭浩舊年底，喺傳媒面前講過毋須融資，都足夠還清今明兩年近29億元短債，點知一個屈尾十，事隔兩個月，超大就喺市場配股，吸水近 4億港紙。原來呢單嘢有段古，郭總話係為咗畀面人，「被迫」配股收錢。邊個咁大面子？咪係「民企之父」張化橋囉！性格豪邁嘅郭總，噚日喺業績會為自己前言 不對後語大平反，重申冇咗配股嗰筆錢都冇問題，仲話唔通有人送錢畀我使都唔要咩？ 股價過10蚊再諗配股 郭總越講越有火，自爆 配股來龍去脈，全因回巢瑞銀近半年嘅張化橋，喺香港上門搵咗佢幾次，話好認同超大經營模式，希望分得1億美金貨仔，但郭總眼見超大冇需要而拒絕咗。之不 過，張化橋並無放棄，郭總話張化橋仲「夾着尾巴」專程飛到北京想說服佢，為咗畀面，郭總惟有應承頂多配股5000萬美金，多一蚊都唔制。佢補多句，話呢幾 日張化橋仲想追加1億美金貨，但自覺o依家超大股價基本上太低，所以一直都唔答覆，「拒絕佢，佢會很傷心；答應佢，對公司又唔負責任。」郭總仲話，如果有 吹水成份，可以拉佢坐監，或者請華華食飯喎！一句到尾，超大仲會唔會配股先？郭總答案係起碼等股價上番10蚊、12蚊（去年高位），都可以考慮吓！超大噚 日收報4.5元，咁即係……下回再分解啦！李華華[email protected]

郭浩在2009年6月超大(0682)配股情況摘錄

前兩日，內幕交易審裁處發出了一份超大現代(682)配股內幕交易案的報告。在報告中，公司主席郭浩及財務總監陳志寶雖被認定是相關人士，亦披露了一些敏感資訊，但在交易中他們並無獲益，故因此脫罪。

但是基金經理George Stairs被認定在配股前知道此敏感訊息，繼而以高價出售股權，不久又以在配售低價補回股份，以減少基金及自己的損失，被裁定內幕交易罪名成立，但罰則尚未公佈。

雖然他們當時持超大現代股票價值大約138萬美元(第42段，報告第21頁)，但罰款因為賣出股票的價值大約都是價值約200萬左右，減少損失也只是幾十萬，相信都是罰款約100萬了事，對這基金來說應該都是九牛一毛。

但是今日，我不想說這案的詳情，但這間公司在配售的情況都幾奇怪，我只是引錄報告的英文，如果大家有興趣我會把它翻成中文的。

1. 2009年2月的配售
For his part, Mr Kwok Ho said that he had been persuaded into making the agreements by Mr Zhang Hua Qiao Joe (「Mr Joe Zhang」) of UBS. He knew him as an analyst at UBS who, after having left their employment, had recently returned to UBS. He had been persuaded that the very fact of being able to achieve a placement in a difficult market would be to Chaoda's benefit.

His concerns and misgivings about the lock-up provision had been assuaged by the provision to him, at his request, of a letter on the letterhead of UBS dated 23 February 2009, marked 『Keep in strict confidence' signed by Mr Mark Williams and Mr Joe Zhang. The letter confirmed that UBS had the discretionary power to give a written waiver of the lock-up provision, as stipulated in clause 8 of the placing agreement.

配股條文: 「本公司亦已向配售代理承諾，於完成配售起計90日這段期間內，除發行認購股份、任何根據於認購日行使現行僱員股份認購權及可換股債券持有人行使其兌換權，而將會發行或授予的新股份，以及其他在配售協議中載述之例外情況，或獲得配售代理事先同意外，本公司將不會發行任何新股份。」

2. 2009年4月的配售及失敗
Mr Kwok Ho said that while he was working with the four investment banks on the proposed placement in April 2009 Mr Joe Zhang of UBS, having learned of that development, had approached him offering to become involved in the proposed placement, saying that UBS was prepared to take 50% of the size of the placement. Prior to that, it had not occurred to him to contact UBS in respect of a waiver of the lock-up provision in the February 2009 placement.

 .... In response, he was advised by UBS that the waiver of a lock-up that had been publicly announced in the placement was a serious matter and it was necessary that the shareholders be given information of the difficulties that Chaoda faced. He asked that the terms set out in the draft letter be reduced in size.   ...

Mr Kwok Ho said of the proposed April 2009 placement that he had wanted a placement price of $5.00 per share with a size of the proceeds of the placement of $200 - $250 million. However, the four investment banks that were working on his behalf, including Merrill Lynch, had come back to him with a price for the placement shares in the range $4.50 to $4.70. Also, they had suggested to him a size of placement in the range $150 - $200 million. Both size and price were reasons for his determining not to proceed with the proposedplacement in April 2009. He told his bankers, 「We are not going ahead with the placement.」...

In the event,「when the market sentiment wasn't good」 he decided not to proceed with the
placement.

3. 為何要錢?
Chaoda set out changes said to have occurred in its position since the February placement.Although Chaoda had funds in RMB in the Mainland, there were difficulties in remitting money out of the PRC. Further, although Chaoda had told UBS in February 2009 that it had enough funds to meet the redemption of the convertible bond in May 2009 at that time it had received no indication of the level of bond redemptions. Now, notice had been received. Finally, Chaoda explained that other financing possibilities were not practicable.
...

On 8 May 2009, Chaoda announced that on 7 May 2009 it had repaid $1,422 million due in respect of a convertible bond. Mr Kwok Ho testified that following the decision announced on 29 April 2009 not to proceed with the placement of Chaoda shares he had embarked on urgent efforts to arrange for the availability of money to make the repayment of the convertible bond as it fell due. He returned to the Mainland to do so. One difficulty he encountered was the fact of the week-long holiday following 1 May 2009. In the event, he had managed to borrow $500 million.

(按: 公司話自己有錢，但內地難調錢來香港，點解要回內地借錢，一樣都是調來香港，點解前者困難，後者會唔困難? 唔通他用大飛運落來? )

4.  郭浩對配售時對基金路演的問題的看法
Mr Kwok Ho explained repeatedly how he had communicated with the investors in the conference calls. If he was asked directly if Chaoda planned to launch a placement, he would respond with what he described as the 「standard  answer」, namely 「Up to today, the company has made no decision to do a placement.」

If the investor had pressed with further questions, he would respond that if market sentiment was good, and permitted the launch of a placement, the company would consider doing so.

.... . However, some of the investors had pressed for more detail, in which circumstances he had responded by saying that if market sentiment allowed the financing to be done, 「the amount to be raised an the price would be similar to April. Also included was what those monies would be used for if there was such financing is going to happen.」

(按: 講真即是亂噏，他需要錢你就信，唔信就唔好買囉。但根據報告，好多分析報告都按老闆所言作個財務的預測，使人信以為真，咁即是信唔好信你的報告呢? 講到底又信心問題。)

5. 2009年6月配售最後兩日
Mr Kwok Ho said that he told Mr Rodney Tsang that the conference calls had been 「Quite good. The atmosphere was quite good.」 By that he said that he meant that the atmosphere between the parties have been quite light-hearted, jokes had been exchanged. The investors had been happy with the development of the company and what had been discussed. He did not say  that he had told investors that there would be a placement; that placement shares would be priced at $5.00 per share and the size of the placement would be $200 - $250 million.

...That had prompted a reply from one of the investors, to the effect that they would consider participating in the placement, 「because they didn't want their share to be diluted.」 He had told
Mr Rodney Tsang of that at the midnight meeting...

Tsang advised his colleague Mr Allan Wong that, having opened at $5.50, theprice of Chaoda's shares had dropped to $5.25. ...

 Mr Kwok Ho said that he could not remember if Mr Rodney Tsang had come to his offices on the morning of 16 June 2009. He did not recall a discussion about the share price, nor was he paying attention to it at that time. He accepted that he did mention to Mr Rodney Tsang in effect that he wanted to do the placement as soon as possible....

At a meeting of the Board of Directors of Chaoda at 5 p.m. on 17 June 2009, at which Mr Kwok Ho and Mr Andy Chan were in attendance, it was resolved that Chaoda enter into a placing agreement with joint placing agents for the placement on a 「best efforts basis」 of up to 388 million new shares of the company at HK$4.60 per share. Mr Kwok Ho identified his signatures on the placing agreement, dated 17 June 2009.

(按: 初頭5蚊都要，跌了4%，配售價就減8%，真是太好啦。)

總結來講，你信唔信間公司有無財務調度的問題，正如郭先生同基金討論的情況，就看你了。

[貼圖]郭浩

1 : GS(14)@2011-05-29 11:46:23

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莎莎郭少明幼子郭浩泉：今年家族擬5億掃貨

1 : GS(14)@2019-03-26 12:52:36

https://www.mpfinance.com/fin/da ... 6882&issue=20190326
【明報專訊】不少知名家族均有投資地產項目，莎莎國際（0178）主席郭少明家族，去年底便成立家族公司耀創國際（YCI），專門負責家族地產投資，並交由幼子郭浩泉（圖）全權「打骰」，郭浩泉表示，耀創國際今年計劃以約5億元入市，主要目標是香港、英國的非住宅物業，若其他地區如日本有合適機會，亦會考慮，目前公司會以5000萬元以下的物業為主要目標，並以短炒或收租物業為主。

絲寶大廈每呎1.5萬元放售

郭浩泉又稱，該家族旗下公司早前便購入觀塘絲寶國際大廈兩個單位。土地註冊處顯示，上述物業為絲寶國際大廈10樓6至7室，建築面積2558方呎，連兩個車位以3399.8萬元成交，若扣除車位部分，呎價約1.2萬元。郭浩泉指購入該單位時正值樓市低位，而放售價亦較市價低約15%，現時以呎價約1.5萬元放售。

現年27歲的郭浩泉，去年已跟泛海國際（0129）主席馮兆滔的兒子馮康、泰國上市地產公司董事謝耀陞，以及宏基資本前副總裁洪英偉等一班「80後」組成麒豐資本，與不同老牌家族合作，以40億元投資兩個工廈重建項目。郭浩泉表示，耀創國際亦是麒豐資本的投資者之一，耀創國際主攻短炒或收租物業，麒豐資本會涉及一些重建或活化等項目。資料顯示，麒豐資本觀塘鴻圖道32號榮興利工業大廈早前向城規會申請作發展辦公室、商店、服務行業和食肆用途，但最終只獲批放寬樓面，不獲批放寬高限。

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