SOUTHWEST SECURITIES (HK) BROKERAGE LIMITED 西證(香港)證券經紀有限公司

Having filed an appeal, Mr Ng failed to appear and his case was dismissed. The plaintiff's cross-appeal, for a judgment debt rather than damages, succeeds, and Mr Ng owes $163.5m plus 30% p.a. since 16-Apr-2019 under the terms of the facility agreement in event of default.

After Citizens (owned by Oshidori, 0622) on 12-May applied for winding-up in HCCW 95/2020, and after Manivest (appointed by Southwest, 0812) on 13-May applied for interim receivers in HCMP 469/2020, Citizens on 18-May applied to intervene in that case, to be heard on 18-Jun, but on 15-Jun Manivest applied to join HCCW 95/2020 and appoint their choice of liquidators, RSM, so on 18-Jun they withdrew HCMP 469/2020. The liquidation hearing is set for 9-Jul. Meanwhile on 19-Jun, Southwest wrote to the judge regarding the withdrawal, making what Celebrate calls "completely unfounded allegations against the Board… and other parties" and enclosing a chart. In response, the Board now adjourns the EGM requisitioned by Manivest (who have a 64.66% shareholding) to replace the Board which was scheduled for 3-Jul.

The court awards summary judgment to Southwest Securities against Nieumarkt Investments Ltd and Michael Ng Kwok Wing, who belatedly claimed a hidden collateral agreement that he was just a nominee on behalf of Southwest to takeover Celebrate (8212), which the judge calls "not reasonably capable of belief". Curiously, the 3rd defendant, Alan Lee Yuk Lun, is not involved in this application.

This is a subsidiary of Southwest Securities (0812).

The summons was filed on 13-May-2020, the day after Citizens Money Lending Corp Ltd (owned by Oshidori, 0622) filed a petition seeking a winding-up. The receivers were appointed by Southwest Securities (0812) which provided a loan for the 2017 takeover by Michael Ng Kwok Wing (via Nieumarkt Investments Ltd), secured on the controlling shareholding.

The receivers, Horace Ho Man Kit and Peter Mok Kwan Leong of Manivest Asia Ltd, were appointed by Southwest Securities (0812), which is trying to recover a loan secured against the controlling shareholding in Celebrate. The petition was filed on 5-May-2020.

Although the appointment was purportedly made on 26-Nov-2019, "enforcement" was made on 24-Dec-2019 and a disclosure of interests was filed on 27-Dec-2019 and acknowledged by Celebrate on 30-Dec-2019. Proceedings against the borrower, Nieumarkt Investments Ltd, and guarantors Michael Ng Kwok Wing and Anson Li Chung Ngai are ongoing.

The loan to Nieumarkt Investments Ltd is guaranteed by the two individuals and secured on its 64.66% shareholding in Celebrate (8212). The loan was used to finance the takeover of Celebrate in 2017.

Pour yourself a coffee and digest this long article as we investigate several ongoing abusive "open offers" and placings as well as show you who's been making out in multi-billion-dollar bubbles. We call on regulators and rule-makers to take action.

Concluding our hexalogy, we look at a recent deal by COMG (0254). Existing shareholders were diluted to 2.54% in an acquisition valued at HK$1242m for a business which would need capital of HK$3.6m. We estimate that the vendor has already cashed in about $1812m by selling convertible bonds and shares. We also look at what comes next for COMG, and some unfinished business for the authorities.

Continuing our series, we look at a set of over-priced acquisitions and questionable transactions by China Post e-Commerce and others, building a matrix which demonstrates the close connections between the persons involved. We call on the SFC to investigate.

In the first of a multi-part series, we delve into a transaction by the HK offshoot of Xinhua, the PRC's official news agency, and the people behind it.