Webb-site can reveal that Mr Lai Tse Ming has pledged his 55.8% stake for a HK$155m loan from a money-lender, something that neither he nor IBO Tech has disclosed.

Chairman pledges controlling stake in IBO Tech (2708) to China Fortune (0290)
8 February 2019

On 29-Jan-2019, China Fortune Financial Group Ltd (CFF, 0290) announced that it has lent HK$155m at 12% p.a. for 12 months to Shine Well Holdings Limited (Shine Well, BVI). The loan is guaranteed by the borrower's sole director and sole shareholder, who was not named, secured on 223.22m shares of a listed company ("Listco"), which was not named. The percentage of Listco that this collateral represents was not disclosed.

This is typical of the poor level of disclosure permitted by HK's Listing Rules - beneficial owners of counterparties do not have to be named. However, as the lender is not a licensed bank, insurer or stockbroker (a "qualified lender"), it is not exempt from disclosing its security interest in the shares if they are 5% or more of Listco's shares.

So we can tell you from a Disclosure of Interest filed the next day that the Listco is IBO Technology Co Ltd (IBOT, 2708) and the shares represent 55.8% of IBOT. The borrower is owned by Lai Tse Ming (Mr Lai), the Chairman of IBOT, which was listed in HK on 28-Dec-2017. The shares closed on the day of the loan at $1.70, compared with the margin loan of $0.694 per share, for a loan-to-value ratio of 40.8%. The latest closing price was $1.60 on 4-Feb-2019.

However, we note that IBOT has net tangible assets at 30-Sep-2018 of CNY244.4m (then HK$277.7m) or about $0.694 per share, almost exactly the amount of loan per share.

Regulators might think that the pledge of a majority shareholding is price-sensitive information, but IBOT has not made any announcement of the share pledge. Also, Mr Lai and Shine Well have failed to file a disclosure that they have pledged the shares to a non-qualified lender. We have no idea what Mr Lai plans to do with the money, which is presumably worth more than 12% p.a. to him.

We note from our CCASS Analysis System that he originally deposited 213m shares with Fortune (HK) Securities Ltd (FHS), the wholly-owned brokerage subsidiary of CFF, on 10-Jan-2018, 13 days after the listing. FHS was a "Joint Global Coordinator" and "Joint Bookrunner" of the IPO. It appears that all his market purchases since then, from 16-24-Jan-2018, were through FHS, based on CCASS settlement data.

IBOT had 4 pre-IPO investors:

After dilution by the IPO, these holdings became 6.75%, 7.875%, 2.25% and 4.875% of the post-IPO company, leaving Mr Lai with 53.25%. PAS owns Ping An Securities Ltd, which was one of the 3 "Joint Lead Managers" in the IPO, alongside FHS.

Ms Tin, also known as "Mrs Hon Tin Nga Fong", is a member of the advisory board of China Fortune Foundation Ltd, and apart from that we know nothing relevant about her. We know nothing about Mr Yip. Based on CCASS movements, we can see that:

We'll have more to say about CFF, VC and the people behind them in our next article.

© Webb-site.com, 2019

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