Star-studded cast in Nan Shan melodrama

PUBLISHED : Saturday, 21 November, 2009, 12:00am
UPDATED : Saturday, 21 November, 2009, 12:00am

You couldn't ask for a better show.

The backdrop: The love-hate tango between Beijing and Taipei.

The cast: China's top stock manipulator who fled the country with billions in a crime that brought down a senior market regulator; two mainland princelings; one of the most influential families in Taiwan; two Hong Kong tycoons; five market miscreants, a retired government minister, and a top-notch retired banker.

The title: The Nan Shan Feast, or should we say, Circus?

Don't worry if you've missed a few episodes. The show has just begun.

But here's a summary of the action so far.

Nan Shan Life Insurance is Taiwan's second-largest insurer with assets of NT$1.5 trillion (HK$359.6 billion), four million clients, 34,000 agents and a 14 per cent market share.

It was put up for sale by debt-ridden American Insurance Group and, while international private equity houses and domestic banks locked horns, a dark horse emerged in the shape of Hong Kong-based Primus Financial Holdings.

To the Beijing-phobic Taiwanese, the Primus team is controversial if not downright scary. Apart from former Citigroup senior banker Robert Morse and former Fubon managing director Ng Wing-fai, it includes general manager Li Wenlei, the son of China's former vice-premier Li Lanqing; and co-chairman Huan Guocang, a nephew of the country's former foreign minister.

Then there are claims by opposition legislators that Xiao Jianhua has been lobbying for the Primus bid. The controversial 37-year-old mainlander is known not just for his wealth but also his connections.

Xiao defied mainland law and listed his loss-making insurance company in Shanghai. Then, when a former deputy chairman of China's stock regulator was arrested last year, Xiao fled.

The 'sale of Nan Shan to mainlanders' screamed the headlines in Taiwan. Primus denied any link with Xiao but the speculation was rampant. Even when China Strategic Holdings emerged as a partner in the Primus bid, the papers reported it as 'the retreat of Xiao'.

China Strategic has 25 people or companies forking out HK$7.4 billion to subscribe to the firm's convertible notes. Eventually, they will hold 99 per cent of China Strategic.

A mention of any name on the list to a local broker will be met with raised eyebrows. There are tycoons such as Cheng Yu-tung and Joseph Lau Luen-hung. There are five market players who have been reprimanded by the regulators and there are owners of listed or liquidated companies that have experienced extraordinary price and profit volatility.

AIG and its boss, the US government, loved the all-cash element in the US$2.15 billion Primus bid and ditched two other higher ones. But the Taiwanese are not happy. The regulators rejected the Primus-China Strategic application, asking for more information about their shareholders. The island's media has been saying China Strategic and its owners are in a flap. As for Nan Shan's policyholders and employees, they do not have a clue to who China Strategic is. The Taiwanese need reassurance.

Enter three new cast members - Frederick Ma Si-hang, an ex-government minister renowned for his social skills; Raymond Or Ching-fai a veteran banker with a stellar record heading the Hang Seng Bank; and Chinatrust Financial Holding, a financial and political heavyweight in Taiwan owned by the Koo family.

Ma and Or were appointed non-executive chairman and chief executive respectively of China Strategic. Within a week, China Strategic sold 30 per cent of Nan Shan at cost to Chinatrust, whose recent expansion moves have all turned sour and which had been an aggressive bidder for Nan Shan. In return, the company will get 9.95 per cent of Chinatrust.

In their maiden press conference, Or said repeatedly the firm was in for a long haul despite a public statement by Chinatrust that it would gain more than 50 per cent of Nan Shan within three years. To add weight to his pledge, he painted an 'amazing' scenario of China Strategic gaining control of Chinatrust in return for giving it direct control of Nan Shan. Chinatrust's market capitalisation is 46 times that of China Strategic.

At the moment, Or and Ma are in Taipei to sing the Taiwanese the same tune. I doubt it will go down very well. I have no grounds to question their claim that China Strategic is in it for the long term. That's not the point. The real question is whether its shareholders are there for the long term. That will also be the question the regulators will ask.

To understand this concern, one has to know the holding structure of Nan Shan. China Strategic controls Primus Nan Shan that owns the insurance firm. A change of control in China Strategic means a new owner for Nan Shan.

Now imagine this. China Strategic's shareholders sell their stakes in numerous 'unconnected' deals in the market over a number of months. Then one day, a mainland financial institution, say, Ping An Insurance or Industrial and Commercial Bank of China, announces that it has already accumulated a substantial stake in Nan Shan.

That would be a political bombshell in Taiwan. Any official or politician on the island knows the above scenario is no fantasy.

A professional private equity house would have committed in its contract to a lock-up period and a 'no sale to mainlanders' clause upon its exit. But there is no lock-up with China Strategic's shareholders. Neither is it technically possible to bind 25 of them not to sell to mainlanders.

By the way, we are not just talking about Nan Shan here but also about the second-largest holding in Chinatrust, one of Taiwan's biggest financial services groups. Or and Ma have a difficult tune to sing.

Some will argue otherwise, that all parties must have secured a blessing from the top in advance or that Washington has lobbied for a quick sale. That is something beyond the knowledge of a financial columnist. But I do know one thing - politics is more uncertain than the climate.

In the meantime, let the brave enjoy the ride. Those of you with few gambling instincts should stay off the track - you don't want to be run down by a roller coaster.