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A month ago, we warned you about the stir-frying of Hon Po Group (Lobster King) (0228), which was then at $3.325. That little bubble has since begun to burst, closing on 19-May-06 at $1.46, down 56% so far.
Continuing on the theme, we turn our attention to GEM-listed Aptus Holdings Ltd (Aptus, 8212) and its current parent, GEM-listed B & B Group Holdings Ltd (B&B, 8156). At 30-Apr-06, they were the 4th and 15th largest companies on the GEM respectively.
Aptus was listed on 14-May-02 and sponsored by Kingston Corporate Finance Ltd. The Joint Lead Manager was Pacific Foundation Securities Ltd (Pacific Foundation). The placing involved 121.76m shares at $0.50 each, of which 77.76m were new and 44m were existing shares. The placing was later expanded by 18.26m new shares in an over-allotment option. Aptus was described in the prospectus as:
The accounts in prospectus, which were 7 months old by the time it was published, showed a net profit of just HK$209k on turnover of $10.60m for the year ended 30-Sep-01. Aptus had commenced operations just 2 years earlier. Despite that, the IPO valued the firm at $300m. Since then, it has not recorded a full-year profit or paid a dividend.
For the year ended 30-Sep-02, Aptus reported a net loss of $3.19m on sales of $20.5m. This was followed by a whopping loss of $53.3m for the year to 30-Sep-03 on turnover of $17.2m. That year, the auditors, Ernst & Young (E&Y), disclaimed their opinion, referring, amongst other things, to insufficient books and records in relation to purchases of $15.96m of inventories in mainland China which were written off.
B&B was listed on 12-Nov-02 in an IPO sponsored by Guotai Junan Capital Ltd. It was then a distributor of "natural supplementary food products" including bird's nest, honey and mead (a wine made from fermenting honey). The IPO comprised 112m shares at $0.45 each, of which 96m were new shares and 16m were existing shares. Out of this, 30m shares (7.5% of B&B) was allotted to COFCO (Hong Kong) Limited, a subsidiary of state-owned China National Cereals, Oils and Foodstuffs Import and Export Corporation. They sold their entire stake on 29-Oct-03 at $0.575 per share. In Aug-05, Mr Ma Lishan, former MD of COFCO International Ltd (0506) was appointed as CEO of B&B but not as a director.
B&B was founded in Jun-99 by its current Chairman, Ms Cheung Kwai Lan (Ms Cheung, now 67), and her husband, Mr Chan Tung Mei (69). Up to 30-Jun-01, they were the only staff, but by the time of the IPO 16 months later, there were 81.
One of the pre-IPO shareholders was a BVI company called Bright Smile Ltd, which was 70.4% owned by Ho Yiu Ming, 11.2% by Chan Siu Man, 9.7% by Chu Wai Pang and 8.7% by Lee Chiu Kang. Bright Smile invested 5 months earlier at just $0.082 per share, an 81% discount to the IPO price.
Our database reveals that the same 4 people owned another company, Outshine Co., Ltd., in the same proportions as Bright Smile Ltd. Outshine was a consultant involved in the pre-IPO "packaging" of Grandy Corporation (Grandy, 8143) and received shares in Grandy for its work. Grandy was listed on 10-May-02, 6 months before B&B and, coincidentally, 4 days before Aptus.
B&B takes control of Aptus
On 23-Mar-04, Aptus agreed to issue 928,571,428 shares to B&B (which held no shares at that time) at $0.021 each in exchange for $15.5m in cash plus a 75% stake (valued at $4m) of Top Entrepreneur Profits Ltd, which in turn owned a 93.75% interest in Hsing Long Trading Co., Pte Ltd (Hsing Long), which was incorporated in Singapore in 1996 and traded edible oil by-products. A 75% stake in Hsing Long was acquired by B&B on 1-Jan-03 for $0.6m, far less than the sale price to Aptus.
The deal gave B&B 60.02% of the enlarged Aptus. Initially, the Stock Exchange ruled that the transaction constituted a reverse takeover of Aptus under rules in effect prior to 31-Mar-04, and also constituted a spin-off of Hsing Long by B&B, but the companies appealed and the Stock Exchange changed its mind. The deal was eventually completed on 26-Aug-04 and the corresponding announcement also detailed what had gone wrong in the previous year's inventory write-off at Aptus.
On 3-Sep-04, 8 days after completion of the takeover, E&Y resigned as auditors, citing the hackneyed lack of consensus over fees, and were replaced by W.H. Tang & Partners CPA Ltd, the auditors of B&B. It is indeed normal for a listed subsidiary to have the same auditors as the parent, so they could have just used that fact rather than cite a fee disagreement. The only other listed client of this audit firm is GEM-listed Soluteck Holdings Ltd (8111), since 7-Mar-06.
Aptus option blow-out
On 10-Sep-04, Aptus granted 40.75m options to "eligible participants" of the share option scheme at $0.08 per share and on 30-Sep-04, another 19.25m options at $0.147 per share, making a total of 60m options, the limit of the option scheme established at the time of the IPO. At 30-Sep-04, there were only 20 full-time employees.
According to p.192 of the IPO prospectus, the option scheme is only open to full-time employees (including directors) of Aptus or its subsidiaries. However, we note that the interim report for 31-Dec-05 refers to the issue of shares under the option scheme as incentives to "the consultants". If this has actually happened, then it appears to have breached the option scheme, since consultants are not employees.
Having exhausted the original limit, Aptus refreshed the share option scheme at an EGM on 1-Nov-04, giving the board authority to issue options over 10% of the existing issued share capital. They wasted no time in using this; on the same day, they granted share options to "eligible participants" to subscribe 154.68m shares at $0.1006 each (the 5-day average closing price), maxing out the 10% limit of issued share capital. Almost immediately, the market price took off, tripling by the end of the month to $0.31, and closing 2004 at $0.44, valuing Aptus at $680.6m. This is pretty impressive when you consider that at 30-Sep-04, Aptus had net tangible assets of just $13.8m. Aptus' stock price was already showing all the classic signs of being manipulated, by unknown persons.
Aptus only had 13 full-time employees at 30-Jun-05, but there were 211.355m options outstanding. That's an average of 16.26m options per employee, with an average exercise price of $0.101. At the current share price of $2.50 on 19-May-06, those options would be worth $507.0m, or $39.00m per employee. Is it really likely that the employees are worth that much?
Since then, Aptus has refreshed its option limit again, most recently on 31-Oct-05, so they could issue options over another 10% of the company. As if that wasn't enough, on 13-Oct-04 Aptus adopted, without shareholder approval, a Share Award Scheme similar to the one which we criticise later in this article for B&B. Up to 31-Dec-05, Aptus had not used its Share Award Scheme.
Sale of original business
On 4-Mar-05, Aptus agreed to sell Aptus Medical Group Ltd, which held the remains of the core business it listed with, for just HK$50k, to Mr Lo Wing Hong, an independent third party.
The oil project
On 17-Jun-05, Aptus agreed to buy 70% of CNPC Huayou CU Energy Investment Co. Ltd. (CNPC Investment), a Sino-foreign co-operative joint venture, for HK$15m, of which $5m was in cash and $10m by the issue of 20m shares at $0.50 each, representing 1.28% of the enlarged capital. The vendor was the generically-named China United (International) Investment Development Ltd (China United), a company incorporated in HK, with undisclosed ownership.
Webb-site.com did a company search in HK on China United, and found that it was incorporated on 18-Feb-04 and as of 18-Feb-06, it has 50m issued shares, of which 80% are held by a person named Liu Zichen, with an address in Changchun City, China, while 20% are held by a person named Cheung Hing Wah, of Kowloon. They are the only directors of China United, and we know nothing else about them.
CNPC Investment was established in the PRC on 30-Apr-04 for an operating term of 20 years, between China United and China Hua You Group Corporation (Hua You). The venture "is principally engaging the business (sic) of development and operation of crude oil, natural gas and other related projects". China United holds 100% of the equity interest and the right to the entire profit of CNPC Investment, while Hua You is responsible for managing and operating the oilfields. For Xin Jiang Fong Cheng Oilfield (Xin Jiang Oilfield), Hua You gets an annual management fee of just RMB200k. However, "mining" had not commenced, so no fee had yet been paid. "To the understanding of the Directors" of Aptus, Hua You is a wholly-owned subsidiary of China National Petroleum Corporation (CNPC), the state-owned parent of PetroChina Co Ltd (0857).
CNPC Investment had registered capital of RMB100m of which HK$15m had been paid up and the rest was due by 30-Apr-07. CNPC Investment has a "mining right" in Xin Jiang Oilfield jointly owned with China National Petroleum Corporation Xin Jiang Petroleum Management Bureau (CPG), a wholly-owned subsidiary of CNPC, in the ratio of 80% CNPC Investment and 20% CPG. Xin Jiang Oilfield comprises three mining zones with a total mining area of 10.9 sq km and a total estimated reserve of approximately 31m tonnes of crude oil, of which 6.1m-7.7m tonnes is recoverable, so we are told. The mining right expires in December 2016.
The circular for the acquisition was finally published on 11-Nov-05, and the acquisition was approved on a show of hands on 5-Dec-05, and was completed on 11-Jan-06. According to the quarterly report for 31-Mar-06, production is due to commence in the second half of 2006.
As a side-note, on 11-Jan-06, Mr Tsui Wing Tak, one of the INEDs of B&B and Aptus, resigned from both in order to become the qualified accountant of Aptus. He was replaced with Mr Edmond To Yan Ming, who was an INED of Rontex International Holdings Ltd (1142) from 19-Dec-02 to 13-May-05. That's a stock we criticised on 21-Mar-05 when it was at $0.135. It is down 76% since then.
On 20-Mar-06, B&B sold 10m shares in Aptus at $2.50 per share. A week later, they sold another 3m shares at $2.65, or about 126x their entry price of $0.021 per share. The two sales raised $32.95m for B&B, more than they ever invested in Aptus. The sales took place just before the end of the quarter to 31-Mar-06, and as a result B&B booked "other revenue" of HK$33.04m in its quarterly report, which just squeezed them into a small profit of $0.17m for the quarter.
Aptus reality check
At 31-Dec-05, Aptus had unaudited shareholders' funds of $25.2m, including the $15m "deposit" made for the investment in CNPC Investment. After further exercises of share options, Aptus now has about 1.668bn shares in issue (30-Apr-06) and at the closing price of $2.50 on 19-May-06, it was valued at HK$4,170m. So ask yourself this:
If it sounds too good to be true, then it probably is. As you will see below, B&B's management, which also runs Aptus, has a history with an aborted too-good-to-be-true deal in the lottery space.
So, let's get back to the B&B story.
Shaw, Kwei & Partners
On 12-May-03, Kyle Arnold Shaw Jr. (Mr Shaw) was appointed as a non-executive director of B&B. He owns Shaw, Kwei & Partners (Asia) Ltd (SKP), which manages the Asian Value Investment Fund L.P. (AIVF1) and the Asian Value Investment Fund II L.P. (AVIF2). At the time of his appointment, Mr Shaw and the funds he managed did not own any shares in B&B. AVIF1 began buying into B&B on 16-Feb-04, buying 6m shares when the market average was about $1.098, and another 8m the next day at about $1.095. On 18-May-04, AVIF1 bought another 10.62m off-market at $0.662, a premium of 20.4% to the closing price. On 8-Jul-04, SKP began buying for its own account in modest amounts. On 19-Oct-04, Mr Shaw was granted options by B&B to subscribe 1.2m shares at $0.65 each.
Your-Mart, their mart
On 26-Nov-03, B&B launched a top-up placing of 46m shares at $0.96 through Pacific Foundation, in order to finance a RMB45m investment in 20.83% of a retailing joint venture in Hunan later named Your-Mart Co. Limited (Your-Mart), which would include 11 retail shopping centres and stores with a total area of not less than 270,000 sq.m..
On 13-Apr-06, B&B conditionally agreed to sell its entire stake in Your-Mart to the majority shareholder for RMB56.446m, based on an exit P/E of only 4 times 2005 earnings. That's a premium of RMB11.446m ($11.006m) or 25.4% over the purchase cost, but B&B has already booked $15.933m in its share of profits of Your-Mart from 7-Jun-04 to 31-Dec-05, which were retained in Your-Mart, so we expect that overall, the sale will lead to a negative contribution from the associate of about $5m in the half-year results to 30-Jun-06. The sale is subject to shareholders' approval and at the time of writing, the circular has not yet been dispatched.
The first lottery ticket
On 11-Aug-05, B&B announced that it would acquire 75% of Skilltime Management Ltd (Skilltime) for HK$330m in shares and convertible notes. Skilltime was a BVI shell which owned 75% of Dongfeng Limin Technology Ltd (DLT), a Sino-foreign equity joint venture established only 2 months' earlier on 6-Jun-05.
The vendor to B&B was another BVI shell owned 60% by Ms Cheung, the Chairman of B&B, and 40% by her son Chan Ting, an executive director. It was claimed that DLT will be engaged in the provision of technical support and maintenance services to Beijing Zhongmin Dongfeng Welfare Business Development Company (BZD), described as a subsidiary of the Ministry of Civil Affairs, pursuant to a 30-year exclusive co-operation agreement dated 19-Jul-05. BZD would receive 6% of the total income from welfare lottery shops, and DLT would get 75% of that. The vendor of Skilltime claimed that it had received 3 offers from independent third parties, of $330m for 75%, $480m for 100% and RMB250m for 51% of Skilltime. The announcement did not state how much, if anything, Madam Cheung and son had paid for the 75% stake in DLT. Skilltime had a net asset value of just HK$3,000 at 20-Jul-05.
Strangely, the announcement repetitively defined "The Board" to comprise only 1 Executive Director and 2 of the INEDs, and omitted any reference to the views of Mr Shaw and another INED, Mr Tian He Nian. Presumably they were not present when it was discussed, but the responsibility statement at the end of it relates to each and all of them.
The day after the announcement, the stock shot up 103% to $1.48 on volume of 66.6m shares. The next market day, 15-Aug-05, it was suspended pending a placing of new shares. However, on 26-Aug-05, the Skilltime deal was scrapped. B&B said that certain information disclosed in the first announcement had been "misconstrued" and that the reputation of B&B and BZD had been adversely affected. B&B also terminated the placing agreement with Shenyin Wanguo Capital (H.K.) Ltd under which they had intended to issue 30m new shares and Ms Cheung had planned to sell 6m shares, at $1.4356 per share.
The stock remained suspended until 23-Nov-05, when B&B came up with a more detailed explanation of the failure of the Skilltime deal, saying that the Chairman and her son had relied on the interpretation of the President of DLT, Mr Liu Huanlin, who had set up the co-operation agreement between DLT and BZD, and that he had "misconstrued the business scope" of BZD. After further review with legal advisers, they had determined that BZD did not have a licence to manage or operate lottery sales and was not engaged in doing so. Pretty fundamental point, you would think.
The announcement also revealed that the "first approach" to B&B by the vendor (owned by B&B's Chairman and son) was on 19-Jul-05. That's the same day that the co-operation agreement was signed! Despite this, the argument that Ms Cheung and her son gave for entering into the deal on their own and then trying to flip it into B&B for $330m was that "at the time of negotiating and exploring the business opportunity, [B&B] could not engage in other business different from its then principal business."
But now it could.
The second lottery ticket
Like bees to a honey pot, B&B wasn't going to let one little fiasco, with an ongoing SEHK investigation over the "inaccurate information" in its announcement, deter its ambitions to get into the lottery space. Just a day after the clarification announcement on the Skilltime deal, with the shares having dropped 15.4% upon release from suspension, they announced on 24-Nov-05 that they were negotiating another acquisition of a company involved in "information technology in the lottery field" and that negotiations were at a "later stage". The next day, Peter Fung Chin Wan, Chair Professor and Chief of Medical Physics at Hong Kong University, resigned as an INED "due to his health condition".
On 28-Nov-05, B&B conditionally agreed to buy 51% of Shenzhen Bozone IT Co., Limited (Bozone) from 7 individuals for RMB55.88m, of which RMB33m was in cash and the rest in 24,122,807 new shares at $0.912. According to B&B, Bozone is:
Bozone's 2003 and 2004 net profits were just RMB172k and RMB110k, but on 1-Jan-05 they began providing technical support for a lottery hotline sales system for the Heilongjiang Province Welfare Lottery Issue Centre, and had unaudited net profit of RMB2.911m up to 31-Aug-05. They also had contracts with Shenzhen Welfare Lottery Issue Centre (since 2002), Zhejiang Province Welfare Lottery Issue Centre (since 1-Apr-04) and with an IT company in Fujian province (since 22-Jun-05). The vendors guaranteed a profit for Bozone of RMB8.2m for 2005. The acquisition was eventually completed on 22-Mar-06, at which time it was announced that Bozone had a net profit of RMB8.276m for 2005.
Given that Bozone has been in this game over 3 years, and has never made much of a profit until the year they sold, readers should be sceptical about the sustainability of Bozone's sudden earnings surge. After all, what they are doing is providing software and services - they don't have a licence to run a lottery. If Bozone couldn't make much money at it before, and if its owners were willing to sell 51% for "only" RMB55.88m, then we're not prepared to believe that it is worth more than that now.
On 30-Dec-05, while the Bozone deal was pending, B&B lost its second INED in 7 weeks, when Mr Du Ying Min resigned. He was replaced by Mr Zhao Zhi Ming, who had been an INED of Aptus since 20-Jan-05. Then on 11-Jan-06, a third INED, Mr Tsui Wing Tak, resigned in order to become qualified accountant of Aptus.
Shaw, Kwei doubles its bet
On 31-Dec-05, another of Mr Shaw's funds, AVIF2, purchased 20.95m shares in B&B on-market at $1.249, or $26.2m in total. That takes the combined holdings of SKP, AVIF1 and AVIF2 to 46.6m shares (about 7.6% of B&B at 30-Apr-06) at a cost of about $49.8m with an average purchase price of about $1.07 (ex-dividends).
On 12-Jan-06, B&B launched a top-up placing, again through Pacific Foundation, of 68m shares at $2.15 which, unusually, was a premium of 9.7% to the previous day's closing price, and a 36.9% premium to the 10-day average, raising net proceeds of $140m, of which $90m was intended for business expansion of Bozone. The placing agent received an unusually high commission of 4%; the norm is 1-2%. The subscription was completed on 26-Jan-06.
US mutual fund manager OppenheimerFunds Inc. also has a sweet tooth for the honey trader, breaking above the 5% disclosure threshold with a purchase of 10m shares on 21-Jan-04. It then paused, but on 25-Nov-05, right after the announcement of the Bozone deal, it bought another 29m shares and the next market day 3.5m. On all 3 occasions, it failed to disclose its purchase price or its registered office in the filings.
On 13-Jan-06, although they didn't take part in the second placing which was effected that day, they purchased 51.5m shares in the market at an average $1.721, taking their holding to 110m shares, which at 30-Apr-06 was about 18.0% of B&B. The stake is held by the Oppenheimer International Small Company Fund, where it comprised 1.7% of the US$2.1bn portfolio at 30-Apr-06 and was the 12th largest holding. 18% is a pretty hefty stake for a mutual fund to hold in any listed company - in fact, it was 22.8% when they bought it. They must love B&B.
Name of the Game
On 12-Apr-06, shareholders of B&B approved a change of name to "International Lottery Services Group Holdings Ltd" - the 3rd name change in 3 years. The name change is pending.
In a pre-IPO option scheme, B&B granted options to subscribe 40m shares at a 50% discount to the IPO price to various employees and consultants. That was equivalent to 10% of the 400m shares in issue after the IPO. Since then, 37m have been exercised and 3m lapsed.
Also at the IPO, another option scheme was adopted to allow up to 40m options. B&B didn't use this until 18-Aug-04, when it granted 38.8m options to 18 "eligible participants" (which could include customers, suppliers or consultants) and another 1.2m on 19-Oct-04 to Mr Shaw. That exhausted the scheme limit, so they obtain a new 10% mandate at the AGM on 1-Nov-04 and have regularly refreshed it since then to maintain the 10% limit as the share capital enlarged, the most recent mandate being approved at the EGM on 12-Apr-06.
On 24-Jan-05, B&B adopted something they called a Share Award Scheme, like the one which Aptus had put in place 3 months earlier. The scheme involves the potential issuance of shares to employees or consultants (excluding executive directors and chief executives) under the general mandate, subscribed for with cash paid by the company, so the cash goes around in a loop. In other words, the employees and consultants would get shares in return for their services. Alternatively, the shares may be purchased in the market with cash from the company.
A notable feature is that there is no separate trustee for this scheme - the "Committee" which administers the scheme is the board of directors, unless they delegate it to a sub-committee. The Committee can set such conditions and timetable on vesting of the Award to the participant as they see fit, and in the meantime between the grant and the vesting dates, the Committee presumably holds any actual shares issued under the Scheme, which can be up to a whopping 20% of the issued share capital.
This raises interesting questions - the Committee could be holding substantial numbers of shares at any time, and control voting rights over those shares. Those voting rights could be used in concert with the controlling shareholder's votes. This could lead to an increase of more than 2% in the controlling shareholder's concert party stake, which is less than 50% but more than 30% of the company, triggering a mandatory bid under the "creeper" rule.
There will be no immediate disclosure when the Committee buys shares in the market using cash from the company or receives new shares from the company. These items will only be disclosed in the annual report, up to 16 months after the actual event. This is an appalling level of disclosure.
By contrast, HKEx (0388) of which your editor is an elected INED, has a Share Award Scheme which he helped design, but this involves an independent trustee, HSBC, which is prohibited from voting the shares (so it cannot be influenced by management) and the scheme does not involve the issue of new shares, only the purchase of shares from the market, which is announced in advance. The scheme is also capped at 3% of the issued shares at the adoption date of 14-Sep-05.
The B&B EGM circular dated 21-Mar-06 states (p.6) that 39.8m of the 40m options remained outstanding at 17-Mar-06, and only 200k had been exercised. It also states that the issued share capital was 585.75m shares at the same date. By painstaking analysis of disclosures, we have deduced that, if both these statements are true, then the only way the number of shares in issue stacks up is if 34.55m shares have been issued under the Share Award Scheme since 31-Dec-05 up to 17-Mar-06. That's about 5.67% of the current issued share capital. But if that is the case, then the allotment of 34.55m shares under the Share Award Scheme, together with the second placing of 68m shares, totals 102.55m shares, which is more than the 96.426m allowed under the general mandate approved at the AGM on 31-Oct-05. Perhaps our maths is wrong, but we doubt it.
In its quarterly report to 31-Mar-06, B&B mentioned "share award expenses and employee share-based compensation benefits amounting to approximately $34m". They managed to offset that expense by selling Aptus shares in the market and recording "other revenue" of $33.0m, as noted above.
B&B has a current market capitalisation, at $2.40 per share, of HK$1,464m. On the other hand, even after raising $140m in the second placing, its shareholders' funds are only about $306m. If B&B is fast and lucky, it could keep selling Aptus shares in the market to cash in on what we think is a bubble in Aptus stock, but the nature of such bubbles usually depends on the market having been cornered and they would have to sell a large stake to justify the current market value of B&B, probably bursting the Aptus bubble in the process. Don't bet on B&B. If you really want an investment with an almost-certain negative return, then put the money in the Mark Six instead.
Copyright Webb-site.com, 2006
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