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Adapting the Investment Style of Buffett-Munger to Asia (Part II):
(A) The Mungerian I-O Framework +
(B) Reminders from the Global Financial Crisis




                                    Asia!
             5th Annual LA Value Investor Conference May 3-5, 2010



                                                                     Slide 1
Snippets From 2006 LA Value Investor Conf. Presentation:
           “Value”?: Buffett on “Growth”/Business
                                                                 The Security I Like Best (Dec 1951): GEICO
“Charlie showed me in the direction of not
just paying for bargains, as Ben Graham had                                            Premiums           Policy
                                                                       Year
taught me. This was the real impact he had                                              Written          Holders
on me. It took a powerful force to move me                             1936           $103,696.31          3,754
on from Graham's limiting view. It was the        1950: Strong
                                                  growth in the        1940            768,057.86         25,514
power of Charlie's mind. He expanded my
horizon; Boy, if I had listened only to Ben,      past = Sell into     1945          1,638,562.09         51,697
                                                  strength?
would I ever be a lot poorer; I became very                            1950          8,016,975.79        143,944
interested in buying a wonderful business at
                                                                       2008           12.7 billion!     9 million!
a moderate price.”
                                             “…would have turned
- Warren Buffett
                                              down if the asking price
                                              [for See’s Candies] is a      “Of course the investor of today
                                              dime more [than $25           does not profit from yesterday’s
                      1988                    million]… that is how silly
                                              we were..”
                                                                            growth. In GEICO’s case, there is every
                      Price-Book: 5x                                        reason to believe the major portion
                      PE: >15x                                              of growth lies ahead.”
                                             “… the first time we           - Buffett, Dec 1951
                      1972                   paid for quality”
                      Price-Book: 3x         - Charlie Munger


                                                                                                               Slide 2
0
                           200
                                 400
                                       600
                                             800
                                                   1,000
                                                           1,200
                                                                                                                  1,400
                                                                                                                            1,600
          30/03/1992

          30/05/1992

          30/07/1992

          30/09/1992

          30/11/1992

          30/01/1993

          30/03/1993

          30/05/1993

          30/07/1993

          30/09/1993

          30/11/1993

          30/01/1994

          30/03/1994

          30/05/1994

          30/07/1994

          30/09/1994

          30/11/1994
                                                                                                                                    Bay




          30/01/1995

          30/03/1995

          30/05/1995
                                                                                                                                    NZSE




          30/07/1995

          30/09/1995

          30/11/1995

          30/01/1996

          30/03/1996

          30/05/1996

          30/07/1996

          30/09/1996
                                                                   Baycorp: Innovation in traditional industry; 16-bagger




          30/11/1996

          30/01/1997

          30/03/1997
                                                                                                                                           The Key Idea: Long-Term & All Seasons




          30/05/1997

          30/07/1997

          30/09/1997

          30/11/1997
Slide 3
Price (S$)




                       0.0
                             0.5
                                   1.0
                                              1.5
                                                         2.0
                                                                    2.5
                                                                           3.0
                                                                                 3.5
          01/01/1991

          26/03/1991

          18/06/1991

          10/09/1991

          03/12/1991

          25/02/1992

          19/05/1992

          11/08/1992

          03/11/1992

          26/01/1993

          20/04/1993

          13/07/1993

          05/10/1993

          28/12/1993

          22/03/1994

          14/06/1994
                                                                                       Price




          06/09/1994
                                                                                       PE




          29/11/1994

          21/02/1995

          16/05/1995

          08/08/1995

          31/10/1995

          23/01/1996

          16/04/1996

          09/07/1996
                                                                                                         Baycorp’s PE Jumped from 5x to 27x




          01/10/1996

          24/12/1996

          18/03/1997

          10/06/1997

          02/09/1997
                                                                                               Quality Profit Growth x PE Jump! = Multibagger Returns




          25/11/1997
                       0
                               5
                                         10
                                                    15
                                                               20
                                                                          25
                                                                                 30




Slide 4




                                                    PE
Give Me a Place to Stand and I Will Move the World!


     Multibagger returns
  Knowledge accumulation
                                                              Steal money from firm to
        in core biz
                                                                invest in easy money,
                                                                 property and stocks




Focus in investment “technology” to search diligently
 for multi-baggers, entrepreneurs who accumulate        Archimedes: “Give me a
  knowledge in core biz DESPITE distorted incentive       place to stand, and I
environment and avoid those who steal; buy enough        will move the world”
     of these stocks and hold them long enough


                                                                                   Slide 5
Adapting the Investment Style of Buffett-Munger to Asia (Part II):
(A) The Mungerian I-O Framework




                                                                     Slide 6
In Asia, Invest in the Horse (Business Model) or the Jockey
   (Entrepreneur)? But Consider the (Booby) Track First!

                                             Track: The Asian Environment
             Jockey: Entrepreneur




                          China is a big track: Shanghai has the world’s third largest stock
                          market by market capitalization at around $3 trillion in its $3.2 trillion
                          economy, a tremendous growth from $380 billion since the Non-
                          Tradable Share Reform announced in April 2005. Shares worth $5.01
  Horse: Business Model   trillion changed hands on the Shanghai Stock Exchange in 2009,
                          compared with $4.07 trillion on the Tokyo Stock Exchange

                                                                                               Slide 7
(Distorted!) Incentive Structure in Asia:
     Neglect of Knowledge Accumulation In Core Business


    Neglect of knowledge
accumulation in core business




                                             Easy money,
                                          property and stocks




                                                          Slide 8
Mungerian IO: Incentives (Why?). Opportunities/ Mechanism (How?).



                1. Easy                                      1. RPTs
                Money

           Easy to                                                          2. Asset
           expropriate                                                     Transfer/
                                                           How are         Injection
           and don’t          Incentives   Opportunities
  2. Wedge                                                 assets
           have to be            (Why?)    / Mechanism
                                                           expropriated?
           held                            (How?)                              3.
           accountable                                                     Laddering
                                                                             in IPO
                                                                           Expiration
                  3. “Easy”
                 Secondary                                     4.
                   Issues                                   Delisting




                                                                                        Slide 9
Mungerian IO: Incentives (Why?)


              1. Easy
              Money

         Easy to
         expropriate
         and don’t          Incentives
2. Wedge                       (Why?)
         have to be
         held
         accountable

                3. “Easy”
               Secondary
                 Issues




                                             Slide 10
Set-Up Stage 1 Companies

       1. Enticement
       and Earnings               2. Exercise Not!                3. Expropriate!
       Management!

                             • Money is raised in the
                                                               • Money is expropriated
                             secondary market, but
                                                               (through a mechanism which
                             controlling shareholders
                                                               we will explain later) and the
• Earnings management +      usually decline to exercise
                                                               firm announces that it is not
Announcement of headline-    their own rights because they
                                                               undertaking the projects
grabbing profitable growth   know it is a bad deal, for the
                                                               mentioned in the original
projects                     funds will be siphoned off.
                                                               application to regulators to
                             The more power controlling
                                                               make a rights issue, or/and
                             shareholders have, the more
                                                               change the use of proceeds
                             likely they are not to exercise
                                                               to finish a money grab
                             their rights




                                                                                                Slide 11
Earnings Management Incentives




  ?!
                                 Slide 12
Earnings Management Incentives


 In China, reporting losses will lead to delisting or heavy government scrutiny
 - According to Article 157 of China’s Company Law, if a listed company sustains losses for three
consecutive years, it will be temporarily delisted by the China Securities Regulatory Commission (CSRC)
and subjected to ‘particular transfer’ (the stock can only be traded in the stock exchange on Fridays)
and other transfer constraints. If it sustains losses for two consecutive years, it will have ‘ST’ (special
treatment) prefixed to its name as a warning.

 Inability to make rights issue offerings (bright-line rules)
 - From 1996-98, mini 10% ROE (9% in protected industries) for 3 consecutive years before offering
(CSRC Notice No. 17, 1996). In 1999, it was modified to an average ROE of at least 10% and a mini 6% in
each of the 3 years before the offering. Further modified in March 2001 to an average net ROE of at
least 6% in the 3 years before the offering




                                                                                                     Slide 13
The Wedge & The Missing US$1 Billion Cash in Satyam


India’s Satyam
• Low cashflow rights (Ramalinga
Raju and family have 8-9% equity
stake in listed IT firm Satyam. Why
work so hard? Get only 8-9% of
cashflow
• High control rights as Founder
and CEO of Satyam
• Wedge! Expropriate at least $1
billion in cash and assets out of
Satyam to 100% stake in unlisted
property firm Maytas (where they
can get 100% of any cashflow
generated)


                                                 Slide 14
Secondary Issues? Growth from New (Hot?) Money,
         Not Internal Sustainable Growth



• “…84% of the market growth in the U.S. was the result of internal
growth while only 16% was contributed by the issue of new stocks.
China’s market presents an entirely different scenario... only 16.9%
was the result of internal growth… almost two thirds (64.4%) came
from the issue of new stocks (23.8% from IPOs and 40.6% from
seasoned equity offerings or SEOs)... ”




                                                                 Slide 15
Mungerian IO: Opportunities/ Mechanism (How?).


                                         1. RPTs


                                                        2. Asset
                                                       Transfer/
                                       How are         Injection
                       Opportunities
                                       assets
                       / Mechanism
                                       expropriated?
                       (How?)                              3.
                                                       Laddering
                                                         in IPO
                                                       Expiration

                                           4.
                                        Delisting




                                                                    Slide 16
Opportunity/ Mechanism (How?):
   Propping & Tunneling via Related Party Transactions (RPT)
                              Propping via cash sales (vs accrual sales
                               that may draw an auditor’s attention)
                                 - Similar to pre-IPO earnings mgmt          Accounting 101 check:
80% of listed firms in
                                                                             Related lending interest
China were previously
                                                                             rates reported in the
production units that had
                                                                             footnotes      of    firms’
been carved out from
                                                                             financial      statements
their parent SOEs, which         Parent or                Listed             show that only 16.3% of
serve as the controlling        controlling                                  the related loans earned
owners after the listing.      shareholder              Subsidiaries         interest revenue, of
After the carve-out and
                                                                             which      the     average
IPO,       the      listed
                                                                             interest rate was 0.55%,
subsidiaries continue to
                                                                             significantly lower than
engage in frequent RPT
                                                                             the typical bank rates of
with their parent SOEs         Artificial sales! Parent can always tunnel    5-10% per year
                               back the sales by getting loans from the
                             subsidiaries. Related loans are usually NOT
                                        paid back by the parent!
                             - Similar to post-IPO tunneling of assets out

                                                                                                 Slide 17
Egana (48 HK) and Peacemark (304 HK): Steady Consumer
   Companies & Value Stocks With Lotsa Cash in B/S?




Egana (48 HK): HK$1.4 billion net cash;   Peacemark (304 HK): HK$600 million
HK$1 billion are promissory notes due      net cash; HK$330 were “deposits”
 from related investment companies            placed with related parties

                                                                          Slide 18
Egana (48 HK): Converting Receivables to Goodwill


                 Egana                  Acquisition             Distributor

    Convert receivables that is due from Egana to distributor to goodwill via acquisition
    from funds raised from investors

On at least one occasion, Egana has acquired a distributor in exchange for cancelling
accounts receivable, and booking the set-off as goodwill.

Egana acquired a German distribution business which had net assets of $19.3m for $22.4m in
cash. It also set off $125.2m against accounts receivable and other receivable, booking
$128.2m of goodwill while reducing receivables by $125.2m.

- David Webb, “Egana and Upbest”, 26th July 2007


                                                                                       Slide 19
Peacemark (304 HK): Net Cash and
                 Tunneling via Loans to Biz Associates

                                 $599.5m net cash
                        ($327.8m were “long-term deposits”)

$136.9m of this "deposit" was made in the
year to 31-Mar-07 as "long term deposits to     $191.9m of this “deposit” was “placed with
business associates for joint business          business associates for the development of
development purpose. The business               a retail chain network in Asia...the Directors
development of this project is under            expected that the deposits will not be
progress and the Directors expected that        realized within 24 months from the balance
this amount will be injected into a new joint   sheet date.”
venture next year.”

“Deposit“ are just secured loans which may not be actually paid.


                                                                                         Slide 20
Opportunity/ Mechanism (How?):
 Propping & Tunneling via Related Party Transactions (RPT)

 Among the listed companies that have recorded two consecutive years of losses, 70%
suffer from misappropriation by controlling shareholders, which is also a major reason for
the operational failure of the 15 delisted companies. In a 2003 survey by China Securities
Journal, a total of RMB 57.5 billion was found to be misappropriated by controlling
shareholders and other related parties.

- In 2001, the largest shareholder of Sanjiu Pharmaceutical, one of the blue chips in China, extracted
US$309 million, 96% of the listed company’s total equity
- In 2004, when an individual shareholder sued Lianhua MSG Ltd (the largest MSG brand in China) and
its parent company, the court accepted the appeal but the defendant declined to appear in court on
the excuse that fund misappropriation is very common among Chinese listed companies.
- In 2003, Zhu Kuan, a company controlled by the government of the city of Zhuhai, defaulted on
US$750 million loans. The Zhuhai government transferred land worth US$125 million from Zhu Kuan to
the city
- In 2004, In 2004, China Shipping Development transferred US$45 million from the listed company to
its wholly state-owned parent by signing a service agreement


                                                                                                Slide 21
Delisting, Liquidation Are “Easy” Escape Routes

A HK investor, David Webb is campaigning for the SFC to intervene in provisional
liquidations that seem unnecessary. "Companies, led by their management, are
abusing the liquidation process as a means to run away from minority shareholders
and creditors," he said. "Unless the Securities and Futures Commission intervenes to
oppose the winding-up petition and the appointment of provisional liquidators, they
have a clear run at it.“

Webb owned shares in Norstar Founders, a mainland car-parts manufacturer, which
reported net cash of 1.28 billion yuan for the six months to September last year and
net assets of HK$3.12 per share. In February, Norstar chairman Lilly Huang convinced
the High Court to put the firm into provisional liquidation. Norstar had made a
wrong-way bet on accumulators and owed 39 million yuan on that contract. It had
also been sued by a supplier for 326 million yuan. However, according to Webb, the
company should have had 753 million yuan of spare cash after these liabilities.


                                                                                   Slide 22
Other Common Connected Transactions

 Asset acquisitions and divestments

 Asset sales and purchases

 Equity sales and purchases

E.g. In year 2000, Changling (Group) Co Ltd purchased an equity investment from its parent company
for RMB10 million and then resold it to another unrelated company for RMB80 million within one
month. Without this transaction, Changling (Group) Co Ltd would have incurred a loss of about
RMB57 million instead of a reported profit of RMB13 million for the year. The transfer pricing
manipulation had a major impact on company earnings and cash flows. Furthermore, the avoidance
of a loss enabled the firm to keep its listing status. Changling (Group) Co Ltd had previously reported
two years of losses (firms that report three consecutive years of losses may have their shares
suspended from trading).

The tax revenue recovered by transfer pricing audits increased from RMB460 million in 2006 to
RMB987 million in 20073 (Shanghai Daily, February 4, 2008). The Chinese tax authority regards
transfer pricing as one of the main channels for companies to avoid paying tax.

                                                                                                  Slide 23
Fu Ji (1175 HK): Wei Dong’s Restaurant to Olympic Caterer



           Restaurant                                           Caterer


 Restaurants are “slow”. Franchise to lighten up? Load up aggressively on the fixed cost
investments instead! In 2002, Wei change the business model to a caterer with millions of
customers in the form of factory workers and students buying lunch boxes, as well as
catering for weddings and major events. High volume to utilize the fixed-cost investments
to breakeven faster and enormous profits flow to the bottom-line after breaking even from
the fixed-cost investments
 First in China to operate on such a big scale. List in Dec 04. Raise HK$3.5 billion in funds
from investors in 4 years.
 Olympic 2008 caterer, >$2 billion market cap
 Apply for provisional liquidation, leaving behind HK$2.2 billion CB unpaid


                                                                                         Slide 24
Fu Ji (1175 HK): Wei Dong’s Restaurant to Olympic Caterer




                                                      Slide 25
Missing Cash In S-Chips: No Holds (Industries) Barred




  Sino-Environment (SINE SP)   Fiberchem (FBCM SP)   Ferrochina (FRC SP)



                                                                           Slide 26
Summary: Running The Asian (Booby) Track
           with the Mungerian IO Framework


              1. “Easy”                                   1. RPTs
               Money

          Easy to                                                     2. Asset
          expropriate                                                Transfer/
          and don’t         Incentives   Opportunities   How assets  Injection
2. “Easy”                      (Why?)    / Mechanism     are
          have to be
to Wedge                                 (How?)          expropriated?
          held                                                               3.
          accountable                                                    Laddering
                                                                           in IPO
                                                                         Expiration
                3. “Easy”
               Secondary                                    4.
                 Issues                                  Delisting




                                                                                      Slide 27
China: Any Buy-and-Hold Multibaggers?




                                        Slide 28
Yunnan Baiyao – Treasure of China’s TCM + Option Value in the $20
   Toothpaste that Grew to a $3 Billion (And Growing) Business




                                                               Slide 29
Kehua (Reagent), Hengrui (Cancer Drugs), Weigao (Device)




                                                     Slide 30
Kweichow Moutai, Swellfun




 Jap try to copy but failed miserably. Hired the very top engineers and managers, brought back the soil to Japan, etc
 Germs in the soil that give the Maotai the unique smell and taste can only grow in Guizhou province in China


                                                                                                                 Slide 31
Tencent (700 HK)




                   Slide 32
Tingyi (322 HK), Hengan (1044 HK)




                                    Slide 33
Adapting the Investment Style of Buffett-Munger to Asia (Part II):
(B) Reminders from the Global Financial Crisis




                                                                 Slide 34
Clawing Back from Losses After Shocks… “Averaging Down”?




                                                    Slide 35
Clawing Back from Losses After Shocks…

 “Averaging down” begs the question of timing (mechanical rules?) and “catching a falling
knife”. They usually do not work unless:

(1) If we know our stock well (Right Stock) we could add to good effect (Right Amount) to
take use the beneficial intrinsic value of “time” (Right Time) in investing in stocks.

(2) Having accumulated over the last 3-5 years, the last 1-2 years would have given us
opportunities to achieve “good average holding cost” in a stock. This is instead of panicking
to exit after 3-5 years of accumulating a Right stock. It is this second chance of accumulating
stocks at low levels, often during a crisis, that gives us good average stock cost to last the
distance, to achieve Right Time. It is not right “timing” per se.

(3) This buy-and-hold works if we have the first Right, which is Right Stock. We have the
conviction to hold. And buy if possible if we have the Right Client.


                                                                                          Slide 36
To Protect, To Preserve, To Guard   Slide 37
Clawing Back from Losses After Shocks…


 Often in investing we have to enter investing “tunnels”. We could tell how the
only way to manage our fright of the darkness in investing tunnel by knowing that
the same trolley we use to enter the tunnel is also the same trolley that will take us
out. How the stock’s price drops will be followed by its bounce back up. We should
not jump out of the trolley midway during the descent. We should not switch to
another vehicle we don not know to recover and get out back into the light. The
first principle is paramount in investing: get the Right Stock for us to have
conviction to win as we fly into the numerous turbulences in the markets over
time. It is the volatility that kills when it should be our friend.




                                                                                 Slide 38
No Alternative to Knowing the Company …


(1)We must know the company and management for a long time

(2) If so, we can only buy slowly over a long time

(3) And we have to wait for results for a long time. However, time is a good
  friend to allow opportunities to appear for the value investor to benefit.

This buy-and-hold works if we have the first Right, which is the Right Stock.
  (Following this we will have the conviction to hold, Right Time. And buy
  more if possible, hence achieving the Right Amount.)


                                                                         Slide 39
Qualitative Analysis Must Complement Numbers…




(1) We must not only rely on quantitative numbers in Asia

(2) We must have a huge database of knowledge in other “business models”

(3) We cannot invest from afar. We have to understand the “jockey” and
  “horse”. In Asia, knowing the “track” is extremely critical.




                                                                   Slide 40
Asia Looking Exciting …


Asia is entering its Stage 2 in economic/market development, Asia will
  require business models scaling abilities, intellectual properties, team
  work. This is to capitalise what has been built over the last 20-30 years.
  The US on the other hand will require an overhaul, re-engineering of
  economies and markets. The gift of entrepreneurism in individuals will be
  more important.

Hence, whilst US/Western markets will once again present huge
  opportunity for a “Peter Lynch”, less so a “Warren Buffett”, Asia will
  present huge opportunity for a “Warren Buffett”.


                                                                        Slide 41
Investing In Lions vs Hyenas
                     The Lion                                              The Hyena
 Commitment to
 - Ethical & Moral Values
                                                        Little interest in Ethics & Morals
 - Winning the Game Honorably
                                                        Just wants to win the Game
 - Excellence
                                                        Little interest in knowledge & learning
 Strong intellect, thirsty for knowledge & learning
                                                        Not worked in a “world-class” institution
 Worked in a “world-class” institution
                                                        Has entrepreneurial values, is a “survivor”
 Has entrepreneurial values, is a “leader”
                                                        - Short-term focus, Opportunist
 - Visionary
                                                        - Works mostly alone
 - Long-term focus
                                                        - Treats employees as expenses
 - Supports partners and alliances
                                                        - Admire “tactics – resourcefulness – guile”
 - Treats employees as partners
 - Admire “strategy – planning – perseverance”




                                                                                                       Slide 42
A Simple Test! Are You A Lion or Hyena Investor?


If you observe people manipulating stock prices or
 investing in dubious stocks, and they are making
        huge money out of these activities,

 Do you admire or envy that sort of easy money
           that these people make?

       Or do you stick to your game plan?

                                                 Slide 43
Epilogue




           Slide 44
Gaining Control Rights Through Complex Ownership Structure



                                  Lower cashflow equity rights




                                  Higher control or voting rights




                                  Bigger WEDGE

                                                           Epilogue 1
                                                                 Slide 45
Opportunity/ Mechanism (How?):
Propping & Tunneling via Related-Party Transactions (RPT)




                                                   Epilogue 2
                                                        Slide 46
Opportunity/ Mechanism (How?):
Propping and Tunneling via Related-Party Transactions (RPT)

                                   Accounting 101: Don’t be lazy, at least
                                   check the ORECTA (net other
                                   receivables as % of total assets)

                                   Higher ORECTA, higher probability of
                                   expropriation of assets from listed firm
                                   by parent or controlling shareholder




                                                               Epilogue 2
                                                                     Slide 47
Propping via (Artificial) Cash Sales and
  Tunneling Out via Related Lending




                                           Epilogue 2
                                                Slide 48
Pre-IPO Propping & Post-IPO Tunneling




                                        Epilogue 2
                                             Slide 49
Are Market & Investors Dumb and Cannot Predict These Events?




      If markets and investors can predict tunneling
     episodes beforehand, we would have negative
     share price reaction BEFORE the event




                                                     Epilogue 2
                                                          Slide 50
Opportunity/ Mechanism (How?): How Does the Market React
  to Announcements of HK-Listed Connected Transactions?

 During the 10-day window following the announcement, firms announcing different
types of connected transactions earn significant market-adjusted negative abnormal
returns of 7.1% for acquisitions of assets to connected parties, 6.7% for asset sales, 10.1%
for sales of equity stakes, and 7.5% for trading relationships with the parent firm, on
average.

 Firms undertaking connected transactions also under-perform during the post-event 12–
month period following the announcement month, earning significant size and market-to-
book bias-adjusted negative abnormal returns of 12.6%, on average. Firms selling assets
earn negative returns of 27% during the post-event period, firms selling equity to
connected parties earn negative 20.3%, firms initiating a trading relationship with their
parents earn negative 21.6%, and firms making cash payouts earn negative 18.7%.

 Investors cannot predict tunneling episodes, and so they revalue the firms when the
tunneling actually occurs
                                                                                  Epilogue 2
                                                                                       Slide 51
How Does the Market React to Announcements of HK-Listed
               Connected Transactions?




                                                 Epilogue 2
                                                      Slide 52
Other Cases of Tunneling/Expropriation During the Asian Financial Crisis




                                                               Epilogue 2
                                                                    Slide 53
Opportunities/Mechanism (How?): “Laddering” in IPO/SEO
           Lock-Up Period Expiration - West Vs East
                                                                                                 Epilogue 3
                                                            Prices decline after
                                                            IPO expiration
                                                            period in the West.

                                                            Opposite reaction
                                                            in the East!




    Field (2001), The Expiration of IPO Share Lockups, Journal of Finance 56 (2): 471-500


 Post IPO expiration, share prices decline in the short-term for US companies on average.
 Not in the East! Often, share price continue to rise in the short-term after the IPO expiration date (usually
6 months) to allow the insiders and blockholders to exit in stages. They will work with the information
intermediaries such as the IPO manager, the underwriter and the sell-side analysts to hype up the stock to
lure greedy and overconfident investors.
 However, if the “shells” are able to utilize the IPO funds raised to find viable customers, the game is reset

                                                                                                       Slide 54
Opportunity/ Mechanism (How?): No News Is Good News
      In Asia? Companies Suppress Negative News!
                                                                                            Epilogue 4

           Calmness in                                     Spikes in stock
           stock prices                                    price crashes
           before Event at                                 after Event at
           time date = 0                                   time date = 0




• State-controlled firms in China temporarily suppress the release of negative news around the years of
the National Congresses of the Chinese Communist Party and in advance of political promotion
decisions
• Moreover, HK-listed Chinese firms, arguably the most visible Chinese firms and bell-weather
indicators about the Chinese economy, experience a greater reduction in stock price crashes around
National Congress events, consistent with release of negative information by these high profile firms
during a National Congress being very costly for both regional and national politicians.

                                                                                                 Slide 55
So You Think You Are Safe If You Invest in
            Asian Stocks Listed on Western Exchanges?


 Peril may lurk in U.S.-listed Chinese firms – total value of small Chinese firms with shares
traded in U.S. born as Reverse Mergers (RMs) or Special Purpose Acquisition Companies
(SPAC) reached $25 billion (Barron’s, 8 Feb 2010)

 SPACs are shell companies that issue shares in an IPO and then hold the cash collected in
an escrow account until a potential suitor for a RM can be found. A SPAC has 18 months to
find a target, or the fund is liquidated and the cash, less administrative expenses, is
returned to the shareholders. After an intended target is announced, the shareholders get
to vote to either approve or reject the takeover.

 SPACs have grown in number from only one in 2003 to 87 in 2007-08. Over this period of
time SPACs have raised more than $25 billion in 173 IPOs, comprising 16% of total new
issues

                                                                                    Epilogue 5
                                                                                         Slide 56
The Growing Influence of Reverse Mergers in U.S.




                                           Epilogue 5
                                                Slide 57
Western Investors Should Be Familiar With Shell Games
(Reverse Mergers): Returns Around Merger Consummation




   Short-Run is Good!
   Abnormal average
   return of 15.4% 30
      days before          Short-Run is
      merger date       Good! Abnormal
                        average return of       Long-run is bad!
                          32.7% 30 days        Abnormal average
                        after merger date   return of -35.7% 60-390
                                             days after merger date



                                                                      Epilogue 5
                                                                           Slide 58
Back to SPACs: Think You Have No Downside Risks? Bad Shells!



                                      SPACs are subset of Revere Mergers
                                     (RM). Think you are safer with SPACs?
                                     No downside risk since escrowed cash
                                     is returned to investors (less
                                     administrative expenses) if no merger
                                     targets are found after 18 months?

                                      They are bad shells on average,
                                     generating tepid returns prior to a
                                     merger agreement, and negative
                                     returns upon consummation of a deal




                                                               Epilogue 5
                                                                     Slide 59
Fu Ji (1175 HK): Seems to be a Value Stock from the Usual
 Quant Financial Analysis (“looked healthy and solvent”)

 An October 23 report for bondholders by accounting firm KPMG and reviewed by the South
 China Morning Post showed Fu Ji had lost almost 11,000 of its 13,823 staff in the past 12
 months and lost catering contracts with major corporate clients including Intel Corp, Wal-Mart
 Stores and Taiwanese computer manufacturer Asus. Fu Ji's shares were suspended at HK$7.20
 in July because the company did not publish annual results. When it last updated the stock
 market on its financial position in December last year, it reported a 272 million yuan (HK$308.75
 million) net profit and more than HK$3 billion worth of assets. But investors had no idea the
 caterer was heading for liquidation. When Fu Ji last released accounts, it looked healthy and
 solvent. "[There is] possible inflation of revenue figures for the past few years," wrote KPMG. Fu
 Ji issued bonds totalling HK$3.1 billion from 2005-07, saying it would use the cash to expand its
 food factories on the outskirts of Shanghai and build new facilities in Jiangsu province and
 Beijing. In December last year, Fu Ji said it had 2.1 billion yuan of assets in the form of
 "construction in progress" and a further 1.35 billion yuan of other land and property. These
 incomplete food factories, which are on industrial land on the outskirts of cities, could be hard
 to shift. Fu Ji auditor CCIF CPA's staff refused to comment.

                                                                                            Epilogue 6
                                                                                                 Slide 60
China Is A Manipulative, Liquidity/Sentiments-Driven &
      Irrational Market? The Chinese Warrants Bubble
Epilogue 7                   In 2005-08, over a dozen put warrants traded in China went so deep
                            out of the money that they were certain to expire worthless.
                            Nonetheless, each warrant was traded nearly three times each day at
                            substantially inflated prices. This bubble is unique, because the
                            underlying stock prices make the zero warrant fundamentals publicly
                            observable. Investors overpay for a warrant hoping to resell it at an
                            even higher price to a greater fool. Because of the restrictive legal ban
                            on short-selling financial securities (including warrants) in China, smart
                            investors cannot arbitrage the bubble and correct the price. Designated
                            brokerages are allowed to issue new warrants and to short! The length
                            of the zero-fundamental period varied across warrants from a minimum
                            of 6 days to a maximum of 165 days, with an average of 54 days.
                             Half of the exchange's warrant trading volume involved the top 1%
                            most active accounts (measured by trading volume) and that these
                            accounts (likely sophisticated professionals) had managed to make a
                            profit trading these overvalued warrants

                            Example (Wuliangye – arguable China’s most popular wine):
                            • While the put warrant was initially issued in the money, the big run up
                            of WuLiang stock price soon pushed the put warrant out of money after
                            two weeks, and it never came back in the money. Surprisingly, the
                            figure also suggests a positive price comovement between the put
                            warrant and its underlying stock: the warrant price moved up with the
                            stock price from an initial price of 0.99 Yuan to as high as 8.15 Yuan in
                            June 2007 and only gradually fell back to one penny at the last minute
                            of the last trading day.

                                                                                              Slide 61

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  • 1. Adapting the Investment Style of Buffett-Munger to Asia (Part II): (A) The Mungerian I-O Framework + (B) Reminders from the Global Financial Crisis Asia! 5th Annual LA Value Investor Conference May 3-5, 2010 Slide 1
  • 2. Snippets From 2006 LA Value Investor Conf. Presentation: “Value”?: Buffett on “Growth”/Business The Security I Like Best (Dec 1951): GEICO “Charlie showed me in the direction of not just paying for bargains, as Ben Graham had Premiums Policy Year taught me. This was the real impact he had Written Holders on me. It took a powerful force to move me 1936 $103,696.31 3,754 on from Graham's limiting view. It was the 1950: Strong growth in the 1940 768,057.86 25,514 power of Charlie's mind. He expanded my horizon; Boy, if I had listened only to Ben, past = Sell into 1945 1,638,562.09 51,697 strength? would I ever be a lot poorer; I became very 1950 8,016,975.79 143,944 interested in buying a wonderful business at 2008 12.7 billion! 9 million! a moderate price.” “…would have turned - Warren Buffett down if the asking price [for See’s Candies] is a “Of course the investor of today dime more [than $25 does not profit from yesterday’s 1988 million]… that is how silly we were..” growth. In GEICO’s case, there is every Price-Book: 5x reason to believe the major portion PE: >15x of growth lies ahead.” “… the first time we - Buffett, Dec 1951 1972 paid for quality” Price-Book: 3x - Charlie Munger Slide 2
  • 3. 0 200 400 600 800 1,000 1,200 1,400 1,600 30/03/1992 30/05/1992 30/07/1992 30/09/1992 30/11/1992 30/01/1993 30/03/1993 30/05/1993 30/07/1993 30/09/1993 30/11/1993 30/01/1994 30/03/1994 30/05/1994 30/07/1994 30/09/1994 30/11/1994 Bay 30/01/1995 30/03/1995 30/05/1995 NZSE 30/07/1995 30/09/1995 30/11/1995 30/01/1996 30/03/1996 30/05/1996 30/07/1996 30/09/1996 Baycorp: Innovation in traditional industry; 16-bagger 30/11/1996 30/01/1997 30/03/1997 The Key Idea: Long-Term & All Seasons 30/05/1997 30/07/1997 30/09/1997 30/11/1997 Slide 3
  • 4. Price (S$) 0.0 0.5 1.0 1.5 2.0 2.5 3.0 3.5 01/01/1991 26/03/1991 18/06/1991 10/09/1991 03/12/1991 25/02/1992 19/05/1992 11/08/1992 03/11/1992 26/01/1993 20/04/1993 13/07/1993 05/10/1993 28/12/1993 22/03/1994 14/06/1994 Price 06/09/1994 PE 29/11/1994 21/02/1995 16/05/1995 08/08/1995 31/10/1995 23/01/1996 16/04/1996 09/07/1996 Baycorp’s PE Jumped from 5x to 27x 01/10/1996 24/12/1996 18/03/1997 10/06/1997 02/09/1997 Quality Profit Growth x PE Jump! = Multibagger Returns 25/11/1997 0 5 10 15 20 25 30 Slide 4 PE
  • 5. Give Me a Place to Stand and I Will Move the World! Multibagger returns Knowledge accumulation Steal money from firm to in core biz invest in easy money, property and stocks Focus in investment “technology” to search diligently for multi-baggers, entrepreneurs who accumulate Archimedes: “Give me a knowledge in core biz DESPITE distorted incentive place to stand, and I environment and avoid those who steal; buy enough will move the world” of these stocks and hold them long enough Slide 5
  • 6. Adapting the Investment Style of Buffett-Munger to Asia (Part II): (A) The Mungerian I-O Framework Slide 6
  • 7. In Asia, Invest in the Horse (Business Model) or the Jockey (Entrepreneur)? But Consider the (Booby) Track First! Track: The Asian Environment Jockey: Entrepreneur China is a big track: Shanghai has the world’s third largest stock market by market capitalization at around $3 trillion in its $3.2 trillion economy, a tremendous growth from $380 billion since the Non- Tradable Share Reform announced in April 2005. Shares worth $5.01 Horse: Business Model trillion changed hands on the Shanghai Stock Exchange in 2009, compared with $4.07 trillion on the Tokyo Stock Exchange Slide 7
  • 8. (Distorted!) Incentive Structure in Asia: Neglect of Knowledge Accumulation In Core Business Neglect of knowledge accumulation in core business Easy money, property and stocks Slide 8
  • 9. Mungerian IO: Incentives (Why?). Opportunities/ Mechanism (How?). 1. Easy 1. RPTs Money Easy to 2. Asset expropriate Transfer/ How are Injection and don’t Incentives Opportunities 2. Wedge assets have to be (Why?) / Mechanism expropriated? held (How?) 3. accountable Laddering in IPO Expiration 3. “Easy” Secondary 4. Issues Delisting Slide 9
  • 10. Mungerian IO: Incentives (Why?) 1. Easy Money Easy to expropriate and don’t Incentives 2. Wedge (Why?) have to be held accountable 3. “Easy” Secondary Issues Slide 10
  • 11. Set-Up Stage 1 Companies 1. Enticement and Earnings 2. Exercise Not! 3. Expropriate! Management! • Money is raised in the • Money is expropriated secondary market, but (through a mechanism which controlling shareholders we will explain later) and the • Earnings management + usually decline to exercise firm announces that it is not Announcement of headline- their own rights because they undertaking the projects grabbing profitable growth know it is a bad deal, for the mentioned in the original projects funds will be siphoned off. application to regulators to The more power controlling make a rights issue, or/and shareholders have, the more change the use of proceeds likely they are not to exercise to finish a money grab their rights Slide 11
  • 13. Earnings Management Incentives  In China, reporting losses will lead to delisting or heavy government scrutiny - According to Article 157 of China’s Company Law, if a listed company sustains losses for three consecutive years, it will be temporarily delisted by the China Securities Regulatory Commission (CSRC) and subjected to ‘particular transfer’ (the stock can only be traded in the stock exchange on Fridays) and other transfer constraints. If it sustains losses for two consecutive years, it will have ‘ST’ (special treatment) prefixed to its name as a warning.  Inability to make rights issue offerings (bright-line rules) - From 1996-98, mini 10% ROE (9% in protected industries) for 3 consecutive years before offering (CSRC Notice No. 17, 1996). In 1999, it was modified to an average ROE of at least 10% and a mini 6% in each of the 3 years before the offering. Further modified in March 2001 to an average net ROE of at least 6% in the 3 years before the offering Slide 13
  • 14. The Wedge & The Missing US$1 Billion Cash in Satyam India’s Satyam • Low cashflow rights (Ramalinga Raju and family have 8-9% equity stake in listed IT firm Satyam. Why work so hard? Get only 8-9% of cashflow • High control rights as Founder and CEO of Satyam • Wedge! Expropriate at least $1 billion in cash and assets out of Satyam to 100% stake in unlisted property firm Maytas (where they can get 100% of any cashflow generated) Slide 14
  • 15. Secondary Issues? Growth from New (Hot?) Money, Not Internal Sustainable Growth • “…84% of the market growth in the U.S. was the result of internal growth while only 16% was contributed by the issue of new stocks. China’s market presents an entirely different scenario... only 16.9% was the result of internal growth… almost two thirds (64.4%) came from the issue of new stocks (23.8% from IPOs and 40.6% from seasoned equity offerings or SEOs)... ” Slide 15
  • 16. Mungerian IO: Opportunities/ Mechanism (How?). 1. RPTs 2. Asset Transfer/ How are Injection Opportunities assets / Mechanism expropriated? (How?) 3. Laddering in IPO Expiration 4. Delisting Slide 16
  • 17. Opportunity/ Mechanism (How?): Propping & Tunneling via Related Party Transactions (RPT) Propping via cash sales (vs accrual sales that may draw an auditor’s attention) - Similar to pre-IPO earnings mgmt Accounting 101 check: 80% of listed firms in Related lending interest China were previously rates reported in the production units that had footnotes of firms’ been carved out from financial statements their parent SOEs, which Parent or Listed show that only 16.3% of serve as the controlling controlling the related loans earned owners after the listing. shareholder Subsidiaries interest revenue, of After the carve-out and which the average IPO, the listed interest rate was 0.55%, subsidiaries continue to significantly lower than engage in frequent RPT the typical bank rates of with their parent SOEs Artificial sales! Parent can always tunnel 5-10% per year back the sales by getting loans from the subsidiaries. Related loans are usually NOT paid back by the parent! - Similar to post-IPO tunneling of assets out Slide 17
  • 18. Egana (48 HK) and Peacemark (304 HK): Steady Consumer Companies & Value Stocks With Lotsa Cash in B/S? Egana (48 HK): HK$1.4 billion net cash; Peacemark (304 HK): HK$600 million HK$1 billion are promissory notes due net cash; HK$330 were “deposits” from related investment companies placed with related parties Slide 18
  • 19. Egana (48 HK): Converting Receivables to Goodwill Egana Acquisition Distributor Convert receivables that is due from Egana to distributor to goodwill via acquisition from funds raised from investors On at least one occasion, Egana has acquired a distributor in exchange for cancelling accounts receivable, and booking the set-off as goodwill. Egana acquired a German distribution business which had net assets of $19.3m for $22.4m in cash. It also set off $125.2m against accounts receivable and other receivable, booking $128.2m of goodwill while reducing receivables by $125.2m. - David Webb, “Egana and Upbest”, 26th July 2007 Slide 19
  • 20. Peacemark (304 HK): Net Cash and Tunneling via Loans to Biz Associates $599.5m net cash ($327.8m were “long-term deposits”) $136.9m of this "deposit" was made in the year to 31-Mar-07 as "long term deposits to $191.9m of this “deposit” was “placed with business associates for joint business business associates for the development of development purpose. The business a retail chain network in Asia...the Directors development of this project is under expected that the deposits will not be progress and the Directors expected that realized within 24 months from the balance this amount will be injected into a new joint sheet date.” venture next year.” “Deposit“ are just secured loans which may not be actually paid. Slide 20
  • 21. Opportunity/ Mechanism (How?): Propping & Tunneling via Related Party Transactions (RPT)  Among the listed companies that have recorded two consecutive years of losses, 70% suffer from misappropriation by controlling shareholders, which is also a major reason for the operational failure of the 15 delisted companies. In a 2003 survey by China Securities Journal, a total of RMB 57.5 billion was found to be misappropriated by controlling shareholders and other related parties. - In 2001, the largest shareholder of Sanjiu Pharmaceutical, one of the blue chips in China, extracted US$309 million, 96% of the listed company’s total equity - In 2004, when an individual shareholder sued Lianhua MSG Ltd (the largest MSG brand in China) and its parent company, the court accepted the appeal but the defendant declined to appear in court on the excuse that fund misappropriation is very common among Chinese listed companies. - In 2003, Zhu Kuan, a company controlled by the government of the city of Zhuhai, defaulted on US$750 million loans. The Zhuhai government transferred land worth US$125 million from Zhu Kuan to the city - In 2004, In 2004, China Shipping Development transferred US$45 million from the listed company to its wholly state-owned parent by signing a service agreement Slide 21
  • 22. Delisting, Liquidation Are “Easy” Escape Routes A HK investor, David Webb is campaigning for the SFC to intervene in provisional liquidations that seem unnecessary. "Companies, led by their management, are abusing the liquidation process as a means to run away from minority shareholders and creditors," he said. "Unless the Securities and Futures Commission intervenes to oppose the winding-up petition and the appointment of provisional liquidators, they have a clear run at it.“ Webb owned shares in Norstar Founders, a mainland car-parts manufacturer, which reported net cash of 1.28 billion yuan for the six months to September last year and net assets of HK$3.12 per share. In February, Norstar chairman Lilly Huang convinced the High Court to put the firm into provisional liquidation. Norstar had made a wrong-way bet on accumulators and owed 39 million yuan on that contract. It had also been sued by a supplier for 326 million yuan. However, according to Webb, the company should have had 753 million yuan of spare cash after these liabilities. Slide 22
  • 23. Other Common Connected Transactions  Asset acquisitions and divestments  Asset sales and purchases  Equity sales and purchases E.g. In year 2000, Changling (Group) Co Ltd purchased an equity investment from its parent company for RMB10 million and then resold it to another unrelated company for RMB80 million within one month. Without this transaction, Changling (Group) Co Ltd would have incurred a loss of about RMB57 million instead of a reported profit of RMB13 million for the year. The transfer pricing manipulation had a major impact on company earnings and cash flows. Furthermore, the avoidance of a loss enabled the firm to keep its listing status. Changling (Group) Co Ltd had previously reported two years of losses (firms that report three consecutive years of losses may have their shares suspended from trading). The tax revenue recovered by transfer pricing audits increased from RMB460 million in 2006 to RMB987 million in 20073 (Shanghai Daily, February 4, 2008). The Chinese tax authority regards transfer pricing as one of the main channels for companies to avoid paying tax. Slide 23
  • 24. Fu Ji (1175 HK): Wei Dong’s Restaurant to Olympic Caterer Restaurant Caterer  Restaurants are “slow”. Franchise to lighten up? Load up aggressively on the fixed cost investments instead! In 2002, Wei change the business model to a caterer with millions of customers in the form of factory workers and students buying lunch boxes, as well as catering for weddings and major events. High volume to utilize the fixed-cost investments to breakeven faster and enormous profits flow to the bottom-line after breaking even from the fixed-cost investments  First in China to operate on such a big scale. List in Dec 04. Raise HK$3.5 billion in funds from investors in 4 years.  Olympic 2008 caterer, >$2 billion market cap  Apply for provisional liquidation, leaving behind HK$2.2 billion CB unpaid Slide 24
  • 25. Fu Ji (1175 HK): Wei Dong’s Restaurant to Olympic Caterer Slide 25
  • 26. Missing Cash In S-Chips: No Holds (Industries) Barred Sino-Environment (SINE SP) Fiberchem (FBCM SP) Ferrochina (FRC SP) Slide 26
  • 27. Summary: Running The Asian (Booby) Track with the Mungerian IO Framework 1. “Easy” 1. RPTs Money Easy to 2. Asset expropriate Transfer/ and don’t Incentives Opportunities How assets Injection 2. “Easy” (Why?) / Mechanism are have to be to Wedge (How?) expropriated? held 3. accountable Laddering in IPO Expiration 3. “Easy” Secondary 4. Issues Delisting Slide 27
  • 28. China: Any Buy-and-Hold Multibaggers? Slide 28
  • 29. Yunnan Baiyao – Treasure of China’s TCM + Option Value in the $20 Toothpaste that Grew to a $3 Billion (And Growing) Business Slide 29
  • 30. Kehua (Reagent), Hengrui (Cancer Drugs), Weigao (Device) Slide 30
  • 31. Kweichow Moutai, Swellfun  Jap try to copy but failed miserably. Hired the very top engineers and managers, brought back the soil to Japan, etc  Germs in the soil that give the Maotai the unique smell and taste can only grow in Guizhou province in China Slide 31
  • 32. Tencent (700 HK) Slide 32
  • 33. Tingyi (322 HK), Hengan (1044 HK) Slide 33
  • 34. Adapting the Investment Style of Buffett-Munger to Asia (Part II): (B) Reminders from the Global Financial Crisis Slide 34
  • 35. Clawing Back from Losses After Shocks… “Averaging Down”? Slide 35
  • 36. Clawing Back from Losses After Shocks…  “Averaging down” begs the question of timing (mechanical rules?) and “catching a falling knife”. They usually do not work unless: (1) If we know our stock well (Right Stock) we could add to good effect (Right Amount) to take use the beneficial intrinsic value of “time” (Right Time) in investing in stocks. (2) Having accumulated over the last 3-5 years, the last 1-2 years would have given us opportunities to achieve “good average holding cost” in a stock. This is instead of panicking to exit after 3-5 years of accumulating a Right stock. It is this second chance of accumulating stocks at low levels, often during a crisis, that gives us good average stock cost to last the distance, to achieve Right Time. It is not right “timing” per se. (3) This buy-and-hold works if we have the first Right, which is Right Stock. We have the conviction to hold. And buy if possible if we have the Right Client. Slide 36
  • 37. To Protect, To Preserve, To Guard Slide 37
  • 38. Clawing Back from Losses After Shocks…  Often in investing we have to enter investing “tunnels”. We could tell how the only way to manage our fright of the darkness in investing tunnel by knowing that the same trolley we use to enter the tunnel is also the same trolley that will take us out. How the stock’s price drops will be followed by its bounce back up. We should not jump out of the trolley midway during the descent. We should not switch to another vehicle we don not know to recover and get out back into the light. The first principle is paramount in investing: get the Right Stock for us to have conviction to win as we fly into the numerous turbulences in the markets over time. It is the volatility that kills when it should be our friend. Slide 38
  • 39. No Alternative to Knowing the Company … (1)We must know the company and management for a long time (2) If so, we can only buy slowly over a long time (3) And we have to wait for results for a long time. However, time is a good friend to allow opportunities to appear for the value investor to benefit. This buy-and-hold works if we have the first Right, which is the Right Stock. (Following this we will have the conviction to hold, Right Time. And buy more if possible, hence achieving the Right Amount.) Slide 39
  • 40. Qualitative Analysis Must Complement Numbers… (1) We must not only rely on quantitative numbers in Asia (2) We must have a huge database of knowledge in other “business models” (3) We cannot invest from afar. We have to understand the “jockey” and “horse”. In Asia, knowing the “track” is extremely critical. Slide 40
  • 41. Asia Looking Exciting … Asia is entering its Stage 2 in economic/market development, Asia will require business models scaling abilities, intellectual properties, team work. This is to capitalise what has been built over the last 20-30 years. The US on the other hand will require an overhaul, re-engineering of economies and markets. The gift of entrepreneurism in individuals will be more important. Hence, whilst US/Western markets will once again present huge opportunity for a “Peter Lynch”, less so a “Warren Buffett”, Asia will present huge opportunity for a “Warren Buffett”. Slide 41
  • 42. Investing In Lions vs Hyenas The Lion The Hyena  Commitment to - Ethical & Moral Values  Little interest in Ethics & Morals - Winning the Game Honorably  Just wants to win the Game - Excellence  Little interest in knowledge & learning  Strong intellect, thirsty for knowledge & learning  Not worked in a “world-class” institution  Worked in a “world-class” institution  Has entrepreneurial values, is a “survivor”  Has entrepreneurial values, is a “leader” - Short-term focus, Opportunist - Visionary - Works mostly alone - Long-term focus - Treats employees as expenses - Supports partners and alliances - Admire “tactics – resourcefulness – guile” - Treats employees as partners - Admire “strategy – planning – perseverance” Slide 42
  • 43. A Simple Test! Are You A Lion or Hyena Investor? If you observe people manipulating stock prices or investing in dubious stocks, and they are making huge money out of these activities, Do you admire or envy that sort of easy money that these people make? Or do you stick to your game plan? Slide 43
  • 44. Epilogue Slide 44
  • 45. Gaining Control Rights Through Complex Ownership Structure Lower cashflow equity rights Higher control or voting rights Bigger WEDGE Epilogue 1 Slide 45
  • 46. Opportunity/ Mechanism (How?): Propping & Tunneling via Related-Party Transactions (RPT) Epilogue 2 Slide 46
  • 47. Opportunity/ Mechanism (How?): Propping and Tunneling via Related-Party Transactions (RPT) Accounting 101: Don’t be lazy, at least check the ORECTA (net other receivables as % of total assets) Higher ORECTA, higher probability of expropriation of assets from listed firm by parent or controlling shareholder Epilogue 2 Slide 47
  • 48. Propping via (Artificial) Cash Sales and Tunneling Out via Related Lending Epilogue 2 Slide 48
  • 49. Pre-IPO Propping & Post-IPO Tunneling Epilogue 2 Slide 49
  • 50. Are Market & Investors Dumb and Cannot Predict These Events?  If markets and investors can predict tunneling episodes beforehand, we would have negative share price reaction BEFORE the event Epilogue 2 Slide 50
  • 51. Opportunity/ Mechanism (How?): How Does the Market React to Announcements of HK-Listed Connected Transactions?  During the 10-day window following the announcement, firms announcing different types of connected transactions earn significant market-adjusted negative abnormal returns of 7.1% for acquisitions of assets to connected parties, 6.7% for asset sales, 10.1% for sales of equity stakes, and 7.5% for trading relationships with the parent firm, on average.  Firms undertaking connected transactions also under-perform during the post-event 12– month period following the announcement month, earning significant size and market-to- book bias-adjusted negative abnormal returns of 12.6%, on average. Firms selling assets earn negative returns of 27% during the post-event period, firms selling equity to connected parties earn negative 20.3%, firms initiating a trading relationship with their parents earn negative 21.6%, and firms making cash payouts earn negative 18.7%.  Investors cannot predict tunneling episodes, and so they revalue the firms when the tunneling actually occurs Epilogue 2 Slide 51
  • 52. How Does the Market React to Announcements of HK-Listed Connected Transactions? Epilogue 2 Slide 52
  • 53. Other Cases of Tunneling/Expropriation During the Asian Financial Crisis Epilogue 2 Slide 53
  • 54. Opportunities/Mechanism (How?): “Laddering” in IPO/SEO Lock-Up Period Expiration - West Vs East Epilogue 3 Prices decline after IPO expiration period in the West. Opposite reaction in the East! Field (2001), The Expiration of IPO Share Lockups, Journal of Finance 56 (2): 471-500  Post IPO expiration, share prices decline in the short-term for US companies on average.  Not in the East! Often, share price continue to rise in the short-term after the IPO expiration date (usually 6 months) to allow the insiders and blockholders to exit in stages. They will work with the information intermediaries such as the IPO manager, the underwriter and the sell-side analysts to hype up the stock to lure greedy and overconfident investors.  However, if the “shells” are able to utilize the IPO funds raised to find viable customers, the game is reset Slide 54
  • 55. Opportunity/ Mechanism (How?): No News Is Good News In Asia? Companies Suppress Negative News! Epilogue 4 Calmness in Spikes in stock stock prices price crashes before Event at after Event at time date = 0 time date = 0 • State-controlled firms in China temporarily suppress the release of negative news around the years of the National Congresses of the Chinese Communist Party and in advance of political promotion decisions • Moreover, HK-listed Chinese firms, arguably the most visible Chinese firms and bell-weather indicators about the Chinese economy, experience a greater reduction in stock price crashes around National Congress events, consistent with release of negative information by these high profile firms during a National Congress being very costly for both regional and national politicians. Slide 55
  • 56. So You Think You Are Safe If You Invest in Asian Stocks Listed on Western Exchanges?  Peril may lurk in U.S.-listed Chinese firms – total value of small Chinese firms with shares traded in U.S. born as Reverse Mergers (RMs) or Special Purpose Acquisition Companies (SPAC) reached $25 billion (Barron’s, 8 Feb 2010)  SPACs are shell companies that issue shares in an IPO and then hold the cash collected in an escrow account until a potential suitor for a RM can be found. A SPAC has 18 months to find a target, or the fund is liquidated and the cash, less administrative expenses, is returned to the shareholders. After an intended target is announced, the shareholders get to vote to either approve or reject the takeover.  SPACs have grown in number from only one in 2003 to 87 in 2007-08. Over this period of time SPACs have raised more than $25 billion in 173 IPOs, comprising 16% of total new issues Epilogue 5 Slide 56
  • 57. The Growing Influence of Reverse Mergers in U.S. Epilogue 5 Slide 57
  • 58. Western Investors Should Be Familiar With Shell Games (Reverse Mergers): Returns Around Merger Consummation Short-Run is Good! Abnormal average return of 15.4% 30 days before Short-Run is merger date Good! Abnormal average return of Long-run is bad! 32.7% 30 days Abnormal average after merger date return of -35.7% 60-390 days after merger date Epilogue 5 Slide 58
  • 59. Back to SPACs: Think You Have No Downside Risks? Bad Shells!  SPACs are subset of Revere Mergers (RM). Think you are safer with SPACs? No downside risk since escrowed cash is returned to investors (less administrative expenses) if no merger targets are found after 18 months?  They are bad shells on average, generating tepid returns prior to a merger agreement, and negative returns upon consummation of a deal Epilogue 5 Slide 59
  • 60. Fu Ji (1175 HK): Seems to be a Value Stock from the Usual Quant Financial Analysis (“looked healthy and solvent”) An October 23 report for bondholders by accounting firm KPMG and reviewed by the South China Morning Post showed Fu Ji had lost almost 11,000 of its 13,823 staff in the past 12 months and lost catering contracts with major corporate clients including Intel Corp, Wal-Mart Stores and Taiwanese computer manufacturer Asus. Fu Ji's shares were suspended at HK$7.20 in July because the company did not publish annual results. When it last updated the stock market on its financial position in December last year, it reported a 272 million yuan (HK$308.75 million) net profit and more than HK$3 billion worth of assets. But investors had no idea the caterer was heading for liquidation. When Fu Ji last released accounts, it looked healthy and solvent. "[There is] possible inflation of revenue figures for the past few years," wrote KPMG. Fu Ji issued bonds totalling HK$3.1 billion from 2005-07, saying it would use the cash to expand its food factories on the outskirts of Shanghai and build new facilities in Jiangsu province and Beijing. In December last year, Fu Ji said it had 2.1 billion yuan of assets in the form of "construction in progress" and a further 1.35 billion yuan of other land and property. These incomplete food factories, which are on industrial land on the outskirts of cities, could be hard to shift. Fu Ji auditor CCIF CPA's staff refused to comment. Epilogue 6 Slide 60
  • 61. China Is A Manipulative, Liquidity/Sentiments-Driven & Irrational Market? The Chinese Warrants Bubble Epilogue 7  In 2005-08, over a dozen put warrants traded in China went so deep out of the money that they were certain to expire worthless. Nonetheless, each warrant was traded nearly three times each day at substantially inflated prices. This bubble is unique, because the underlying stock prices make the zero warrant fundamentals publicly observable. Investors overpay for a warrant hoping to resell it at an even higher price to a greater fool. Because of the restrictive legal ban on short-selling financial securities (including warrants) in China, smart investors cannot arbitrage the bubble and correct the price. Designated brokerages are allowed to issue new warrants and to short! The length of the zero-fundamental period varied across warrants from a minimum of 6 days to a maximum of 165 days, with an average of 54 days.  Half of the exchange's warrant trading volume involved the top 1% most active accounts (measured by trading volume) and that these accounts (likely sophisticated professionals) had managed to make a profit trading these overvalued warrants Example (Wuliangye – arguable China’s most popular wine): • While the put warrant was initially issued in the money, the big run up of WuLiang stock price soon pushed the put warrant out of money after two weeks, and it never came back in the money. Surprisingly, the figure also suggests a positive price comovement between the put warrant and its underlying stock: the warrant price moved up with the stock price from an initial price of 0.99 Yuan to as high as 8.15 Yuan in June 2007 and only gradually fell back to one penny at the last minute of the last trading day. Slide 61