上市企业纷纷转换跑道令监管当局有所顾虑

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上市企业纷纷转换跑道令监管当局有所顾虑
文： 汤森路透 （译：杨佳文）
2013年10月11日
http://www.sharesinv.com/zh/articles/41998/

一家从事殡葬业的企业改为从事金矿生意，一家钢铁贸易商转型成为产业发展商，还有一家食品包装企业涉足采矿业。

在新加坡三家上市公司的股价大跌之后，市场人士开始关注企业进行反向收购(reverse takeover)和转换业务策略的课题。

博诺(Blumont Group)是三家股价大跌的企业之一，其市值在过去一周减少了62亿元(49亿6,000万美元)。之前，博诺的股价在今年上涨多达12倍，是新加坡表现最佳的股票。博诺是在2000年中上市，它先后转移业务重心，所从事的业务包括食品及药品包装、房地产发展和投资(最近投资的是矿务企业)。

新加坡是亚洲主要的金融中心，以良好体制闻名，但企业转换跑道及进行反向收购(私人企业借壳上市，免除冗长的申请上市过程)所带来的风险，影响了新加坡的公信力。

亚洲公司治理协会(Asian Corporate Governance Association)秘书长艾哲明(Jamie Allen)说：“封闭的投资基金改换所投资的领域相当平常，但一家上市企业经常转换跑道就会引发各种监管方面的问题，比方说小股东会不了解公司的状况。”

当一些龙筹股(在新加坡上市的中国企业)在2008年和2011年出现问题后，新加坡交易所(Singapore Exchange)就修改了上市条例，令上市条件更加严格。而这几年来，本地的大规模首次公开售股(IPO)计划也不多。

小型企业“变身”，令它们成为了新交所交易活跃的股票。

这些小型股在今年大幅上涨。截至上周，在新交所今年表现最佳的十只股票中，有多只股票的涨幅介于200-900%，而这些企业大多已展开新业务，或者表示将涉足新的领域。新交所已针对股价大幅上涨的问题向当中一些企业提出质询。

新加坡股票经纪协会(Society of Remisiers (Singapore))的主席Jimmy Ho说：“有时候，企业从事新业务，对小股东而言，结果可能好也可能不好。如果有关当局能在事前做出适当评估，会比较理想。”

新交所表示，根据其指引，所有上市企业都必须按证券期货法的规定，在招股书中公开企业的资料，并遵守其上市条例。新交所指出，在评估反向收购交易时，它也是采用评估IPO的标准。

从挖坟到挖金

马来西亚殡葬服务业者亚太策略投资(Asia Pacific Strategic Investments)就进行了反向收购，并转型成一家在亚美尼亚拥有资产的矿业公司。一名新投资者以2亿元买入了其30%的股份，使公司的总值达到6亿6,700万元。之前，公司的市值约为1,000万元。

公司的财务总监Lee Keng Mun说：“我们在过去的三至四年一直蒙亏，因此我们一直在物色新业务或出路。我们认为这个金矿有利可图。”

制造业务受到重创

股票研究公司NRA资本(NRA Capital)的创办人兼执行主席史格利(Kevin Scully)说：“许多传统行业的企业都面对艰巨挑战，但经营者都不愿放弃上市地位。作为一家上市公司有其价值，这也是为何许多企业都进行反向收购。”

由于制造业务的前景黯淡，ICP先是在澳洲投资于煤矿勘探资产，然后在今年初收购了2家拥有船只的企业的大部分股权。它在本周表示有意投资于澳洲一家非上市金矿业者。

干散货船运业者勇利航业(Courage Marine Group)也在6月份表示计划从事房地产投资业务。这家公司指出，它通过运送沙石和洋灰而在建筑业中建立了联络网，而且了解投资于房地产的方法。

交易限制

证券行大华继显(UOB Kay Hian)在上周对多只小型股设定交易限制，原因是它认为这些股票在大幅上涨后都被高估了。这些股票包括博诺、亚昇投资集团(Asiasons Capital)和瑞狮集团(LionGold Corp)。这三家企业互有关联，它们的股价在过去几个交易日大幅下跌。

在一个没有自动暂缓交易机制(circuit breaker)的自由市场中，小型股价格大幅起落是很平常的事。新交所已针对是否要实行自动暂缓交易机制征询外界的意见，并计划在年底落实这项计划。

NRA资本的史格利说：“在其他股市，如果一只股票在一个交易日内上涨20%，当局可能就会令它暂停交易，然后查明出现了什么情况。”

在博诺、亚昇和瑞狮的股价大幅下跌后，新交所罕有地在上周令这三只股票暂停交易，并在之后把它们归类为“指定证券(designated securities)”，意即投资者不可卖空，买家必须以现金预先付款。这三只股票之后都在特定条件下恢复了交易。

去年，英国监管当局计划修改其上市条例，以消除与反向收购有关的漏洞，从而更好地保护投资者。

新交所身兼市场营运者及监管者两种角色，曾令人质疑是否会出现利益冲突问题，因为上市企业为其客户。

股票经纪协会的主席说：“问题在于他们能否在负责监管的同时从市场中获利，这看来不可能。”

新加坡《海峡时报》在2013年10月9日刊出了一名读者提出的疑问：“为什么当一些小型股从几分钱上涨到2元以上时，新交所作为监管者没有干预呢？”

“结果证券行必须扮演监管者的角色并限制交易。”


Grave digger to gold digger: S'pore business shifts feed governance worries
http://www.theedgesingapore.com/the-daily-edge/business/45797-grave-digger-to-gold-digger-spore-business-shifts-feed-governance-worries.html

Publish date: Thu, 10 Oct 18:49

A funeral parlour switches into gold mining; a steel trader turns into a property developer; and a food packaging firm ventures into resources.

Reverse takeovers and shifting corporate business strategies on Singapore's stock market have come under the spotlight in the wake of a recent collapse in the share prices of three companies listed on Southeast Asia's biggest bourse.

One of the companies, Blumont Group, lost as much as $6.2 billion in market value in the past week. Prior to that, Blumont had surged as much as 12-fold this year, making it Singapore's top performer. The company, which listed in mid-2000, has shifted its focus between investment - most recently in mining companies - property development and sterilised food and medicine packaging.

The changes in business operations and the use of reverse takeovers - where a private firm buys a public company usually to bypass an often lengthy listing process - and its impact on the broader market risk undermining the credibility of one of Asia's biggest financial and regulation centres.

"It's one thing to change businesses like that if you're a closed-end investment fund, but if it's a listed company and it keeps chopping and changing then that raises all sorts of governance concerns because as a minority shareholder you don't then know what you're a shareholder of," said Jamie Allen, secretary general of the Asian Corporate Governance Association.

The market operator, Singapore Exchange (SGX), had already toughened its listing rules after a string of blow-ups at locally-listed Chinese stocks, known as S-chips, in 2008 and 2011. At the same time, it has seen few big-ticket listings.

The metamorphosis of a handful of small Singapore companies, mostly penny stocks, has made them among the most actively traded on the SGX, which is home to blue chips such as Singapore Airlines and DBS Group Holdings.

The market has seen sharp gains in small stocks. As of last week, many of the top 10 performers this year, with gains of 200-900%, had started new businesses or said they were exploring such forays. The SGX queried most of these companies on the price surge.

"Sometimes, these things (new ventures) can go either way for the smaller investors," said Jimmy Ho, president of the Society of Remisiers (Singapore). "It's better if the relevant authorities can do adequate due diligence beforehand." The SGX pointed to guidelines saying all listings must comply with the prospectus disclosure requirements in the Securities Futures Act and the requirements of its listing rules. The exchange says it considers a reverse takeover in the same way it would an initial public offering in terms of how it scrutinises the proposal from a regulatory perspective.

GRAVES TO GOLD

As part of one reverse takeover, Asia Pacific Strategic Investments, a funeral services provider in Malaysia, is transforming into a mining company with assets in Armenia. A new investor is buying a 30% stake in the restructured firm for S$200 million, implying a total value of $667 million. Previously, the company had a market value of about $10 million.

"We have been making losses for the last 3-4 years. So the company has been looking for a new business or new life," said chief financial officer Lee Keng Mun. "We believe this gold mine is a profitable business project." Manufacturing businesses seem hardest hit.

"The operating environment is very difficult for a lot of traditional businesses, but the owners are not keen to give up their listing," said Kevin Scully, founder and executive chairman of equity research firm NRA Capital. "The listing has value and that's why you see a flux of people coming to do reverse takeovers." Facing a dwindling outlook in its manufacturing business, ICP Ltd bought a majority stake in two tanker-owning entities earlier this year after previously investing in a coal exploration asset in Australia. This week, it proposed an investment in an unlisted Australian gold miner.

Similarly, Courage Marine Group, a dry bulk shipper, in June proposed diversifying into property investment, noting that its core business of transporting sand, cement and gravel helped it build up a network of construction industry contacts, and it had approaches to invest in real estate.

TRADING CURBS

Broker UOB Kay Hian last week imposed trading limits on many small cap stocks which it reckoned were over-valued after a sharp run-up in prices. Those included Blumont, Asiasons Capital and LionGold Corp - the three inter-linked stocks that fell sharply in recent sessions.

Wild price swings in smaller stocks are fairly routine in a free market that has no circuit breakers. The SGX has opened public consultations on proposed circuit breakers for the securities market and plans to introduce these by the year-end.

"In other markets, if a stock price jumps 20 per cent in one trading session, you'll probably call a trading halt and then find out what happened," said NRA Capital's Scully.

In a rare move, the SGX suspended trading in Blumont, Asiasons and LionGold on Friday after the sharp price falls, and later declared them as "designated securities" - meaning investors cannot short-sell them and buyers must pay upfront in cash. Trading later resumed, but under certain conditions.

Last year, Britain's financial regulator proposed reforms of its listing rules to close loopholes allowing reverse takeovers, in a bid to better protect investors.

SGX's dual role as market operator and regulator has in the past raised questions about a conflict of interest as it regulates listed companies that are also its clients.

"The question is whether they are able to regulate and profit from the market at the same time, which seems to be impossible," said Mr Ho at the Society of Remisiers.

In a letter to the Straits Times newspaper on Wednesday, one reader wrote: "Why did the Singapore Exchange, as the regulator, not step in earlier to calm penny stock trading when prices rose from a few cents to more than $2?"

"It was left to the broking houses to assume the role of regulator and impose trading curbs."

icy97

Singapore exchange steps up stock trading scrutiny; confusion over curbs
http://www.theedgesingapore.com/the-daily-edge/business/45816-singapore-exchange-steps-up-stock-trading-scrutiny-confusion-over-curbs.html?start=1

Publish date: Fri, 11 Oct 18:16

Several brokerages in Singapore could lose millions of dollars in the wake of recent sharp price falls in three stocks, traders said, and as the stock exchange probes short-selling in two of the stocks early this week when they were subject to trading curbs.

Singapore Exchange (SGX) , both the market operator and regulator, suspended trading in shares of Blumont Group, Asiasons Capital and LionGold Corp last Friday following the big price moves. On Sunday, it declared them “designated securities” - its first such move in five years.

Under the rules imposed by the SGX, traders cannot short-sell the stocks and buyers have to pay cash up-front. Once bought, the shares can’t be sold until they are deposited into the buyer’s account, at least three days later.

Traders now say there is widespread confusion over the trading curbs, and particularly over when they were allowed to sell. Some bought shares after the trading suspension was lifted on Monday and sold on the same day - so falling foul of the SGX rules and risking a fine.

“Owing to the confusion, many clients have sold these securities before the due date,” Jimmy Ho Kwok Hoong, President of The Society of Remisiers (Singapore), wrote in a letter to The Straits Times on Friday. “They now run the risk of a possible buying-in with fines for short-selling, unless the SGX makes an exception to the rule for these trades.”

All this comes on top of trading losses racked up when these three stocks crashed. All have dropped by more than 80 percent since last Thursday’s close, turning them back into the penny stocks they were before their dramatic gains in recent months - a surge analysts said was not backed by business fundamentals.

Some brokerage clients have refused to pay up, or have disappeared, three traders told Reuters on Friday. Individual traders, or remisiers, who have to foot the bill may have to declare bankruptcy or sign a bond to pay off what they owe in installments to the brokerages.

"Because SGX lifted the suspension so quickly (on Monday), there wasn’t time for information to be disseminated down the stream," said one of the Singapore traders. "The brokers are further down the food chain than the credit department, and even the credit department, which has to control the limits, wasn’t really clear about the rules."

“APPROPRIATE ACTION”
It’s also unclear how they should now be dealing in the three companies’ shares.

The SGX said late on Thursday it would take appropriate disciplinary action as part of its investigation into short-selling of Blumont and Asiasons stocks, though it did not say what those measures would be.

One trader said the SGX is also asking for the names and addresses of people using direct market access (DMA) to trade in the shares. Investors use DMA to electronically trade large blocks of stock quickly, cheaply and without identifying themselves to the market.

The SGX, which allowed DMA trading in September 2012, has the right to request identifying information, but rarely does so, the trader said. A spokeswoman for the SGX said it is standard procedure "to call on all our member firms to check on orders and trades executed in our markets."

Lee Porter, managing director at Liquidnet Asia Pacific, said such requests are more common in other exchanges. “If there’s any wild swings in prices it’s not unusual for regulators to ask brokers who their underlying customer was,” he said.

The SGX said it uses the “designated securities” classification when it believes there may have been market manipulation of a stock, excessive speculation or if it is otherwise in the market’s interest to do so. It said on Thursday it was monitoring the market in the three stocks, and would lift the designation “as soon as it is appropriate to do so.”

50912cmea

SGX probes short-selling in Blumont, Asiasons

等被X


新交所调查 2指定证劵遭违规卖空
财经 天下 2013-10-12 11:21
http://www.nanyang.com.my/node/570915?tid=462

（新加坡11日讯）亚昇投资（Asiasons）和博诺集团（Blumont）被列为“指定证券”后，周一仍有人卖空这两只股票，新加坡交易所昨日表示已在调查。

新交所市场监查主任许明松说：“有两只‘指定证券’在周一出现卖空活动，它们是亚昇和博诺，这违反了对指定证券的交易规定。我们将会调查这些个案，并在必要时采取适当纪律行动。”

他表示，新交所将继续监察这三只指定证券的市场，另一只“指定证券”股票为瑞狮集团（LionGold），并说道：“我们将评估有关交易情况，并且在尽可能适当的时候解除它们面对的交易限制。”

根据规定，被新交所列为“指定证券”的股票，股友须持有该股才能卖出，不能卖空，而买者则必须以现金购买，股友也不准在线上平台买卖有关股票。

至于推行断路器机制事宜，新交所表示此计划有待管制者批准，其发言人说：“我们的目标是明年初推行这个动态断路器机制，这有待取得管制者批准。”