The man Hong Kong day traders know as "Dr. Cho" has supervised an entirely different kind of operation, according to a charge filed against him in Hong Kong. Roy Cho Kwai-chee is the alleged mastermind behind a million-dollar scheme to defraud one of the city's financial-advisory firms.
Overseas investors would do well to follow the case. It is likely the first of many such prosecutions. It's also instructive of how Hong Kong's stock market, despite leading the world's exchanges in terms of the value of new stock offerings last year, is all too often the site of suspicious transactions between related parties.
This may be the first penny stock of many to drop. The Securities and Futures Commission's enforcement chief Thomas Atkinson said in an October speech that regulators are taking a tougher stance on fraud. This year, they plan criminal and civil action against some 60 companies and individuals, which were at the heart of what the regulators call a series of "nefarious networks."
Subsidiaries in Hong Kong are sold well over the odds, or bought at sweetheart prices, at times stripping out the original business altogether. On the receiving end are unsuspecting shareholders unaware of all the secret connections between subsidiaries, directors and controlling investors.
Hong Kong's anticorruption watchdog filed the charge against Cho this week, claiming he defrauded the brokerage Convoy Global Holdings. The chief crime alleged by the Independent Commission Against Corruption (ICAC) is that Cho, a medical doctor who founded a chain of clinics, caused a Convoy subsidiary to spend more than HK$89 million (US$11 million) to buy an investment company that he in fact owned. He's been slapped with one charge of "conspiracy to defraud."
In related investigations, companies with a combined market capitalization of at least US$22 billion are now suspended from trading in Hong Kong, Bloomberg reports, while 13 people have been arrested. Tens of millions of dollars of loans are unpaid. Convoy, now under new management, is also suing Cho, claiming he used a secret email account to get confidants at Convoy to make margin loans to businesses he owned or controlled, even though he wasn't part of Convoy's management team.
The charge against Cho, who appeared in court this week for "mention" of it, stems from an investigation that started back in December 2017. The ICAC, which was first set up to tackle police corruption but combats all its forms in Hong Kong, partnered with the stock watchdog, the Securities and Futures Commission (SFC), to bring the case.
The ICAC claims that Cho acted as a "shadow director" of Convoy, "exerting significant influence over its operation directly or indirectly." He came to own 50% of Convoy.
In April 2016, Cho allegedly presented a potential deal to Convoy to buy True Surplus International Investment, another asset management company. In fact, its main business was just holding interests in two other investment funds, which the ICAC says "required continuous capital commitment." Cho also happened to own 55% of True Surplus.
Five months later, a Convoy subsidiary went ahead with the purchase of True Surplus. The charge claims Cho pushed through the deal without convening the necessary meetings to approve it at Convoy. He also hadn't made it clear that he was the de facto director of Convoy, and hadn't revealed the connections between his subsidiary and Convoy, the ICAC says.
Cho got paid more than HK$57 million (US$7.3 million), personally, out of the deal, according to the ICAC. The corruption cops say the acquisition also spared Cho having to pay HK$16.2 million (US$2.1 million) into the investment funds held by True Surplus.
Convoy provides asset management, securities brokerage and insurance. Its shares have been on a long-term slide, but spiked massively and strangely twice in 2015. Those that bought at its brief peak would have lost 88% of their money, leaving it with a market capitalization of HK$2.5 billion (US$318 million). The shares have been suspended since this investigation began in December 2017, and four people were arrested.
Cho has his own company, Town Health International Medical Group HK:3886, which manages a chain of doctor's clinics. That went public with backing from Hong Kong's richest man, Li Ka-shing, but saw its shares suspended in November 2017. More recently, the ICAC has searched its premises.
I wrote about the dodgy dealings among Hong Kong's penny stocks back in mid-2017. That was when Hong Kong's secondary exchange, the Growth Enterprise Market or GEM, hit an all-time low.
It was also shortly after Hong Kong's best-known shareholder activist, David Webb, published his May 15 report "The Enigma Network: 50 stocks not to own." Webb has been Hong Kong's listed-markets personal detective, through his www.webb-site.com site, for two decades now.
Webb, a former investment banker, had been filing complaints with the Hong Kong Stock Exchange and its for-profit operator, Hong Kong Exchanges and Clearing HKXCY HK:0388. Despite making money off their listings, HKEX describes itself as the "front-line regulator" of listed issuers, monitoring market operations and rules.
Webb was angry that the stock exchange was not enforcing its own rule that companies disclose in their filings the "significant investments" that they hold. What makes something "significant" isn't defined, but another rule requires the itemization of any real-estate holdings that exceed 5% of the company's total assets. Webb figures anything else worth 5% of assets should be disclosed too.
Webb's efforts met with success. By scouring subsequent filings, he outlined a veritable spider's web of cross-holdings among the 50 stocks he believes are the ones "not to own." In many cases, multiple shareholders own stakes in each other's companies so that none passes the 30% barrier beyond which they would have to make an offer for the other company. By breaking down their holdings across multiple companies, they could exert voting and practical control over a company without having to own it outright, or be in its management.
"If the corporate shareholders are not acting in concert, then it is an extraordinary coincidence that they have picked many of the same stocks in which to invest," Webb noted in his typical deadpan manner.
Incidentally, he said as far back as 2000 that Cho's Town Health International was a company he wouldn't touch "through three pairs of latex gloves." Li Ka-shing bought his shares at an 80% discount on his shares when Town Health listed. Due to questionable dealings between directors and subsidiaries they own, Webb already felt Town Health's financial health was dubious.
Webb questions why so many Hong Kong companies have investments in other companies at all. "Serious or professional investors," he asserts, "regard any stock market investment by listed companies as highly inappropriate," taking the company out of its own area of expertise. If you've got money to invest, do so in your business, "and return surplus capital to investors, so that they can invest it."
Cho has now been charged with overseeing one part of the "Enigma Network" that Webb first described. With 60 more prosecutions to come, he will surely not be the last.
(译文:)据香港一项针对他的指控称,这名香港日交易员称,“赵博士”已经监督了一项完全不同的行动。Roy Cho Kwai-chee是一项涉嫌骗取该市一家金融咨询公司的百万美元计划的幕后策划者。
海外投资者最好跟进此案。这可能是许多此类起诉中的第一起。尽管香港的股票市场尽管在去年新股票发行价值方面领先全球交易所,但它往往是关联方之间可疑交易的网站,这也是有启发性的。
这可能是许多下降的第一个便士股票。证券及期货事务监察该内 容 由 中 审网 校 所属 w ww.audi tc n.com委员会的执法主席托马斯·阿特金森在10月的一次讲话中表示,监管机构对欺诈行为采取更强硬立场。今年,他们计划对大约60家公司和个人采取刑事和民事诉讼,这是监管机构称之为一系列“邪恶网络”的核心。
香港的子公司销售额超过赔率,或以甜心价格购买,有时完全剥离原有业务。在接收端,毫无疑问的股东不知道子公司,董事和控股投资者之间的所有秘密联系。
香港的反腐败监管机构本周向Cho提起诉讼,声称他欺骗了经纪公司Convoy Global Holdings。廉政公署(廉政公署)指控的主要罪行是,一名医生创办了一系列诊所,使一家康宏子公司花费超过8900万港元(1,100万美元)购买一家投资公司。实际上拥有。他被指控“串谋诈骗”。
据彭博社报道,在相关调查中,总市值至少为220亿美元的公司现已暂停在香港交易,而有13人被捕。数千万美元的贷款是未付的。现在正处于新管理层的康宏也起诉Cho,声称他使用一个秘密电子邮件帐户让Convoy的知己向他拥有或控制的企业提供保证金贷款,即使他不是Convoy管理团队的一部分。
本周在法庭上提出“提及”的对Cho的指控源于2017年12月开始的一项调查。廉政公署首先成立,旨在解决警察腐败问题,但在香港打击各种形式,与股票监管机构证券及期货事务监察该内 容 由 中 审网 校 所属 w ww.audi tc n.com委员会(证监会)合作,提起诉讼。
廉政公署声称,Cho担任康宏的“影子董事”,“直接或间接对其运作产生重大影响。” 他来到了Convoy的50%。
据称,2016年4月,Cho向康宏公司提出了收购另一家资产管理公司True Surplus International Investment的潜在交易。事实上,其主要业务只是持有其他两只投资基金的权益,廉政公署称其“需要持续的资本承担”。Cho也碰巧拥有55%的True Surplus。
五个月后,一家康宏子公司开始购买True Surplus。负责人声称Cho推动了这笔交易而没有召开必要的会议以在Convoy批准。廉政公署表示,他也没有明确表示他是康宏的事实上的董事,并没有透露他的子公司与康宏之间的联系。
根据廉政公署的说法,Cho在个人交易中得到的报酬超过5700万港元(730万美元)。腐败警察表示,此次收购还使Cho不得不向True Surplus持有的投资基金支付1620万港元(210万美元)。
康宏提供资产管理,证券经纪和保险。它的股价一直处于长期下滑状态,但在2015年大幅飙升两倍。那些在短暂高峰时期买入的股票将损失88%的资金,其市值为25亿港元(3.18亿美元) )。自2017年12月开始调查以来,该股已被暂停,有4人被捕。
Cho拥有自己的公司,Town Health International Medical Group HK:3886,管理着一系列医生诊所。这是在香港首富李嘉诚的支持下公布的,但其股票在2017年11月被暂停。最近,廉政公署已经搜查了其房地。
我在2017年年中写到了香港的便士股票中狡猾的交易。那时香港的二级交易所,即创业板市场或创业板,创下历史新低。
此前不久,香港最知名的股东维权人士大卫韦伯发表了他的5月15日报告“ The Enigma Network:50只股票不属于自己”。二十年来,韦伯通过他的www.webb-site.com网站成为香港上市市场的个人侦探。
曾任投资银行家的韦伯曾向香港证券交易所及其营利性运营商香港交易及结算所HKXCY HK:0388提出投诉。尽管香港交易所从上市中赚钱,但它仍将自己描述为上市发行人的“前线监管者”,监控市场运作和规则。
韦伯感到愤怒的是,证券交易所没有执行自己的规则,即公司在其文件中披露了他们持有的“重大投资”。什么使“重大”的东西没有定义,但另一个规则要求任何超过公司总资产5%的房地产持有项目。韦伯认为其他任何价值5%的资产也应该披露。
韦伯的努力取得了成功。通过搜索后续的文件,他概述了一个名副其实的蜘蛛网,他认为50只股票中的交叉持股是“不拥有”的。在许多情况下,多个股东在彼此的公司中拥有股份,因此没有人通过30%的障碍,超出这个障碍,他们必须为另一家公司提供报价。通过分解他们在多家公司的股份,他们可以对公司进行投票和实际控制,而无需直接拥有或管理公司。
“如果公司股东不是一致行动,那么他们选择了许多相同的投资股票是非常巧合的,”韦伯以他典型的面无表情的方式指出。
顺便提一下,他说早在2000年,Cho's Town Health International就是一家公司,他不会“穿三副乳胶手套”。当Town Health上市时,李嘉诚以80%的折扣购买了他的股票。由于他们所拥有的董事和子公司之间存在可疑的交易,Webb已经感觉到Town Health的财务状况令人怀疑。
Webb质疑为什么这么多香港公司在其他公司都有投资。“严肃或专业的投资者,”他断言,“将上市公司的任何股票市场投资视为非常不合适”,使公司脱离了自己的专业领域。如果你有钱投资,那就在你的业务中这样做,“并将剩余资本返还给投资者,以便他们可以投资。”
Cho现在负责监督Webb首先描述的“Enigma Network”的一部分。随着60多起诉讼,他肯定不会是最后一次。