CMBC Capital Holdings Limited (BM) 民銀資本控股有限公司

CMBC Capital (1141) lends another HK$150m
Company announcement, 30-Nov-2018
They don't name the borrower. We can tell you it is China New Higher Education (2001), to which CMBC has already lent HK$340m. CMBC has also lent CNHE's controlling shareholder HK$100m. On the new loan, CMBC vaguely states the interest rate of "5% to 10%" with an arrangement fee of "1% to 5%". In our view this fails to disclose sufficient details of the Disclosable Transaction.
A deeper dive into CMBC, CSPT and FWF
After raw-nerve responses from CMBC Capital (1141) and China Soft Power Technology (0139) to our Huarong-CMB network diagram, we zoom in on their network and also look at CMBC's exposure to the controller of 3 more listed companies. (21-Oct-2018)
The Huarong-CMB network: 26 stocks not to own
In our first circuit diagram since the infamous Enigma Network, we examine the overlapping networks, bubbles and funding surrounding 26 HK-listed companies that your portfolio would probably do better without. (19-Oct-2018)
CMBC Capital (1141) lends US$90m to DDMC companies
Company announcement, 14-Sep-2018
They fail to name the Chargor, Corporate Guarantor and Personal Guarantor. We believe both borrowers are subsidiaries of Shanghai-listed Wuhan DDMC Culture Co Ltd (600136.SS). The loan is equivalent to about 65% of CMBC Capital's net tangible assets at 30-Jun-2018.
CMBC Capital (1141) lends HK$340m to CNHE (2001) and HK$100m to its controlling shareholder
Company announcement, 28-Jun-2018
CMBCC seeks a waiver and fails to disclose who the borrowers are. However, the Second Borrower, of HK$340m, is in the PRC education sector with total assets over RMB2.5bn and net assets over RMB1.7bn at 31-Dec-2017. That makes it China New Higher Education (CNHE, 2001) with total assets of RMB2.57bn and net assets of RMB1.72bn. The First Borrower of HK$100m is therefore Aspire Education Management Co., Ltd (BVI), owned by CNHE Chairman and controlling shareholder Li Xiaoxuan.
CMBC Capital (1141) lends HK$420m to something2nd announcement
Company announcement, 20-Jun-2018
They fail to name the borrower. A supplemental announcement names it as VMS CSW 1 Land Holdings Ltd (BVI), but they don't say who owns it.
CMBC Capital (1141) grants HK$430m margin loan facility to another Macrolink company owned by Fu Kwan
Company announcement, 10-May-2018
That's on top of a US$30m loan to another of Mr Fu's companies 2 days earlier, and existing loans to that company of US$70m. The margin loan is at 8.5% p.a.. CMBC Capital's total exposure to Mr Fu's companies is now HK$1,210m, or about 96% of its net tangible assets. CMBC Capital in our view is a bubble stock, with a market value of HK$24.3bn, or about 19 times its net tangible assets.
CMBC Capital (1141) lends US$30m to MACRO-LINK International Investment Co., Ltd.
Company announcement, 7-May-2018
The borrower is ultimately controlled by Mr Fu Kwan, the unnamed guarantor. The borrower owns shares in an unnamed Cayman company listed in HK, which is probably either Dongyue Group (0189) of which it owns 29.2%, or New Silkroad Culturaltainment (0472) of which it owns 6.73%, but Mr Fu controls 61.83% of that company. This takes the total loans of the group to this borrower to US$100m.
CMBC Capital (1141) lends US$70m to someone secured on something2nd announcement
Company announcement, 13-Apr-2018
The 2nd announcement reveals the borrower as Macro-Link International Investment Co Ltd, without saying who owns it. We can tell you it is controlled by Mr Fu Kwan. The new facility is US$40m, on top of an existing US$30m loan. The security is shares of an unnamed HK Listco which must be Dongyue (0189) which is 29.2% owned by the borrower.
CMBC Capital (1141) subscribes HK$300m in "Segregated Portfolio"
Company announcement, 15-Mar-2018
The segregated portfolio company will do only 1 thing: make a HK$400m loan to Delta Link Holdings Ltd (BVI), personally guaranteed by unnamed Guarantor and secured on shares in unnamed HK Listco. From disclosures of interests, we can tell you that the Guarantor is David Wang Weixian, and the Listco is Greenland HK (0337), of which he owns 14.33% and is Founder and Executive Director. He is initially pledging 8.90%. This appears to partly fund repayment of a $500m loan from Huarong Inv (2277) which simultaneously released a charge on the same number of shares.
Agreement for Ultron Prime Ltd to subscribe shares of Freewill Holdings Ltd, 2-Jul-2015
Company filing, 7-Jun-2017
The agreement was published online during a takeover of Ultron's owner, Skyway (1141) on 7-Jun-2017. At the time of the subscription, HEC Capital Ltd was 29.04% owned by Freewill.
Joint Global Ltd joint venture agreement dated 15-Sep-2015
Company filing, 7-Jun-2017
Thanks to the SFC's Takeovers Code, this agreement has been published online by CMBC Capital Holdings Ltd (1141), one of the 11 entities in what we call the "Chung Nam Network" which pooled their shares in HEC Capital Ltd into Joint Global Ltd, which then imploded like a black hole. It relates to our story "The Joint Global implosion", 30-Sep-2016.
China Minsheng Bank (0245) takes over Skyway Securities (1141)
Company announcement, 8-Mar-2017
Skyway is a company in what we call the "Chung Nam Network" (CNN). Also involved as a smaller purchaser and subscriber in this deal is China Huarong Overseas, a 51% subsidiary of China Huarong Asset Management (2799). Skyway will distribute its holdings of 2 other CNN members: 13.56% of China Soft Power Technology (CSPT, 0139) and 4.87% of Future World Financial (0572). CSPT owns 15.43% of Skyway, so it will receive shares in itself.
Skyway (1141) exits Joint Global Ltd for HK$5m and Freewill Holdings Ltd for HK$105m
Company announcement, 6-Mar-2017
Skyway paid HK$440m when it subscribed for the Freewill shares in Jul-2015.
Skyway (1141) sells 2 Lincoln Road to CSPT (0139)CSPT announcement
Company announcement, 28-Nov-2016
CSPT owns 15.48% of Skyway and is paying with bonds convertible into 11.11% of CSPT, while Skyway owns 13.56% of CSPT, so this potentially increases the cross-holding. The sale values the property at HK$406m. They are selling the BVI company that indirectly owns the property, thereby avoiding all stamp duties. Skyway only acquired this company on 4-Mar-2016, so if it had bought and sold the property, the sale would have attracted 15% Special Stamp Duty, 15% Stamp Duty and 15% Buyer's Stamp Duty, a total of 45%, if anyone was mad enough to transact on those terms.
Skyway (1141) investment in Joint Global LtdThe Joint Global implosion
Company announcement, 2-Nov-2016
Skyway now confirms that, as we deduced in our article of 30-Sep-2016, it swapped its HECC shares for shares in JG back on 2-Sep-2015. Skyway fails to mention the huge impairment from the implosion, nor does it admit that the investment in JG was a Discloseable Transaction under the Listing Rules.
The Joint Global implosion
A collapse in a hub of the "Chung Nam Network" has wiped about HK$2bn off the balance sheets of at least 11 listed companies, many of which never announced that they had invested in it. We piece together an ugly jigsaw and call on the SFC to investigate and HKEX to wake up and require announcements. (30-Sep-2016)
China Soft Power (0139) lends HK$50m to Skyway (1141), its 15.78% shareholder
Company announcement, 12-Jul-2016
Skyway Securities (1141) issues shares to cancel promissory notes
Company announcement, 3-May-2016
Skyway doesn't say who owns the BVI subscriber, Capital Union Inc. The last time the market was told, in 2009, it was controlled by Eugene Chuang Yue Chien. The promissory notes being swapped by Capital Union are the remainder of what was originally issued to the vendors of Skyway Securities Investment Ltd and Skyway Futures Ltd, which Skyway (then known as Mission Capital Holdings Ltd) bought last year.
Skyway Securities (1141) buys 2 Lincoln Road from Central Wealth Financial (0572) at HK$403mCWF announcement
Company announcement, 4-Mar-2016
Skyway is buying the BVI shell that owns the house via a HK subsidiary, avoiding 23.5% or $94.7m in Buyer's Stamp Duty (15%) and Double Stamp Duty (8.5%). CWF completed the purchase of the HK subsidiary on 30-Nov-2015. CWF reveals that the ultimate vendor then is a substantial shareholder of Skyway and an Executive Director of Skyway is sister of that person. So that person must be Lam Hoi Sze, brother of Lin Yuehe, Chairman of Skyway since 1-Mar-2016. CWF will become a 9.31% shareholder of Skyway.
China For You (0572) buys 19 Cumberland Road, Kowloon
Company announcement, 2-Feb-2016
CFY is actually buying a HK company for HK$117m, which owns the property with a mortgage of up to HK$117m. The property is valued at $240m. The vendor, Eternal Vantage Investment Ltd, is owned by a "merchant" whose name is not disclosed, but she is the niece of the vendor in another acquisition announced on 17-Aug-2015. Eternal Vantage obtained a loan facility of HK$200m from Skyway Securities (1141) on 19-Nov-2015. Transferring the company avoids 23.5% in Buyer's Stamp Duty and Double Stamp Duty on the house. Instead they pay 0.2% on the value of the shares.
Ai Qing buys 800m shares (6.34%) of Skyway (1141) @$0.141, increasing to 8.72%
Disclosure of interest, 2-Feb-2016
The transaction was off-market and the vendor is unknown.
Skyway Securities (1141) lends HK$200m to Eternal Vantage Investment Ltd
Company announcement, 19-Nov-2015
The borrower's owner(s) is/are not disclosed. The loan facility is secured on 19 Cumberland Road, Kowloon.
China Soft Power (0139) increases to 24.19% of Skyway Securities (1141)Senworth filing
Disclosure of interest, 8-Oct-2015
The 14.75% stake was purchased for HK$434m ($0.31/share). Both companies are in what we call the "Chung Nam Network". Neither company has made an announcement. The vendor was probably Senworth Ltd, which made a corresponding filing.
China Optoelectronics (1332) subscribes HK$80.03m for 3.45% of Freewill Holdings Ltd
Company announcement, 17-Jul-2015
Note: although the deal was stated to be subject to a due diligence investigation "to be carried out", this investigation was apparently completed within 1 hour and 12 minutes after the 22:48 announcement, because the subsequent interim report states that the transaction completed the same day. Freewill is a hub invested by 4 other listed companies in what we call the "Chung Nam Network".
Mission Capital (1141) subscribes HK$440m for shares in Freewill Holdings LtdFreeman announcement
Company announcement, 2-Jul-2015
This gives MC 23.05% of FHL, while Willie (0273) will own 26.70% and Freeman Financial (0279) will own 50.25%. However, on the same day, Freeman announced that FHL has also agreed to issue shares to Enerchina (0622) so if both deals complete then MC will be diluted to 20.77%. All are in the "Chung Nam Network".
Willie (0273) sells 1.5bn shares (15.9%) of Mission Capital (1141) at $0.20
Company announcement, 29-Jun-2015
The purchaser is a BVI shelf company formed 2 weeks ago, the owner of which is not disclosed. Update 3-Jul-2015: a disclosure of interest reveals the owner is Mr Koji Shimazaki, a former director of Eagle Ride (0901) and Unity Investments (0913) both of which are or were in what we call the "Chung Nam Network".
Qualipak (1332) sells 544m shares (6.92%) of Mission Capital (1141)
Disclosure of interest, 3-Jun-2015
The sale price of $0.225 was a 52.6% discount the closing price of $0.475 on 29-May-2015. On the same day, China Jinhai (0139) bought the same number of shares at $0.485 per share. So was someone in the middle, and why? All 3 companies are in what we call the "Chung Nam Network".
China Jinhai (0139) buys 6.89% of Mission Capital (1141) off-market for HK$263.84m
Disclosure of interest, 2-Jun-2015
Both are in what we call the "Chung Nam Network".
China Jinhai (0139) sells 15/F China United Centre in shell
Company announcement, 12-May-2015
The announcement fails to say who owns the buyer. We can tell you that as of 18-Sep-2012, Future Master Investments Ltd was owned by Cordoba Homes Ltd. That is 94.54% owned by HEC Capital Ltd (a hub of the "Chung Nam Network") and 5.46% owned by Mission Capital (1141). The shell deal avoids 8.5% Double Stamp Duty on the deal. The deal occurs just 6 weeks after completing the purchase of the same thing from Qualipak (1332).
Mission Capital (1141) to buy Skyway Securities Investment Ltd and Skyway Futures Ltd for HK$1.2bn
Company announcement, 12-May-2015
Notably none of the 5 vendors is an SFC-licensed representative of either of the 2 firms.
Mission Capital (1141) plays with Willie (0273) in share swapEmission from Willie
Company announcement, 17-Mar-2015
Willie adopts the Mission position...another deal in what we call the "Chung Nam Network".
Mission Capital defines "new principal line of trading business"Listing Rule 14.04(1)(g)
Company announcement, 17-Feb-2015
MC is trying to exploit a loophole in the Listing Rules to treat property transactions as part of its trading business, and therefore of a "revenue nature" and exempt from disclosure and approvals under LR 14.04(1)(g). Four minutes after this, it "voluntarily" announced the acquisition of a BVI company which owns a property, calling it a "trading asset".
Qualipak (1332) sells 7/F, China United Centre, to Mission Capital (1141)MC announcement
Company announcement, 16-Feb-2015
Another transaction in the "Chung Nam Network". Of the HK$90m price, $79.9m is satisfied with 850m new shares in Mission Capital, or 11.70% as enlarged. MC at last disclosure is 9.19% owned by HEC Capital, 9.25% owned by Freeman Corp (both being network hubs) and 29.68% by Paul Suen Cho Hung. The transfer of the BVI property owner avoids $7.65m of double stamp duty.
The bubbles in CNN
We warn investors of 3 bubbles amounting to HK$20.0bn (US$2.58bn) in the "Chung Nam Network" of listed companies, Heritage (0412), Rising Dev (1004) and Mascotte (0136) and look at a blatantly bad decision by the board of Hao Tian (0474), and an undisclosed Very Substantial Acquisition by that company. One of the bubbles is even a Russian doll "double bubble" - one owns the other. (8-Jan-2015)
Mission Capital (1141) to subscribe 5.46% of Cordoba Homes Ltd for HK$103.4m
Company announcement, 6-Jan-2015
MC fails to say who owns Cordoba, but we can tell you that as of 18-Sep-2012, it was 100% owned by HEC Capital Ltd, which is at the core of the Chung Nam Network and also owns HEC Securities Ltd, which is currently underwriting an open offer of new shares by MC to raise $209.7m net - so half of that goes back. HECC owns 9.19% of MC.
Poly Capital (1141) subscribes 3.92% of HEC Capital Ltd for HK$228m
Company announcement, 30-Jun-2014
China Strategic bubble
We warn investors of a bubble in the stock of China Strategic, the 80% owner of the proposed buyer of Taiwan's Nan Shan Life Insurance, partly financed by a massive note issue convertible into 78bn shares at $0.10 each. We publish the placing list and analyse the names in the deal. Finally, we warn investors to avoid 7 companies in the "Chung Nam network", which has lost HK$6.2bn in 5 years. (13-Nov-2009)
HKSAR v Chan Chun Hung
HK Court of Appeal, 16-Jul-2003
Money for Nothing
It was a case of "if it can go wrong, it will go wrong" for toy-maker Hung Fung Group Holdings Ltd. This horror story includes a pointless stock split, the "disappearance" of 3 major customers, an investigation by the ICAC over an alleged credit scam, a riot in a factory, an attempted kidnapping, the PRC's Public Security Bureau, and liquidation petitions for various parts of the group. (8-Aug-2001)
Breach of Listing Agreement
Company announcement, 28-Dec-2000
Chairman and ex-bank manager arrested over $90m credit bribery scam
ICAC, 9-Oct-2000

Sign up for our free newsletter

Recommend Webb-site to a friend

Copyright & disclaimer, Privacy policy

Back to top