Lai See

PUBLISHED : Wednesday, 24 August, 2011, 12:00am
UPDATED : Wednesday, 24 August, 2011, 12:00am

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All not quite as Seamless as it would seem ...

There is disarray among the board at Seamless Green China (Holdings), a GEM board stock with a market capitalisation of HK$222.34 million.

The company makes synthetic sapphire crystals for watch mechanisms, provides energy-efficient street lamps on the mainland and trades liquor. It is also moving, seamlessly no doubt, into the production of bio-diesel and earlier this year signed an MOU with a Shenzhen company to plant and process jatropha curca, which is being hailed as a source of the fuel. Seamless made a loss of HK$7.3 million for the half year ending June 30.

The chairman of Seamless was until recently Andrew Lam Ping-cheung. He's a former ICAC prosecutor and now runs his own law firm. He was jailed for six years for perverting the course of justice, but released after two years after his conviction was quashed on appeal. He joined Seamless as chairman in November last year and became executive director in November last year. But earlier this month he announced a hostile takeover of the company with backing from Emperor Capital, which is controlled by Albert Yeung Sau-shing. The offer was at HK$0.75 and will total about HK$160 million. The offer is to be financed by a loan of HK$200 million provided equally by Emperor Securities, Chung Nam Securities, Get Nice Securities and Freeman Securities.

One of the curiosities of the offer is that it is priced at 40.9 per cent below what the stock was trading at before it was suspended on August 3. It is still 25 per cent below yesterday's closing price of HK$1.01 after falling 12 per cent when it resumed trading. However, the document says the offer price is at an 82.51 per cent premium to the audited consolidated net assets of about HK$0.41 as of December 31 last year.

Lam says he is making the offer so that the company can operate without being influenced by a 'shadow director', the existence of which is strongly denied by the company. Lam also says he wants to improve governance at the company. The company says this is the first time Lam has shown any interest in governance, and he rarely showed up for board meetings. In a statement, the company notes that Lam, during his period as chairman, 'did not, in the board's view, demonstrate capability in running a listed company and developing a profitable business'. The board said shareholders should reject the offer, but it will appoint an independent financial adviser to assess it. On the face of it, it looks like an offer shareholders may be able to refuse.

Elegantly hand-stitched, of course

Rolls-Royce Motor Cars is going all out to make a killing in the year of the dragon, which follows the current year of the rabbit. Rolls-Royce has produced what it calls the 'Year of the Dragon collection'. This is basically a Phantom covered in dragons, though Rolls puts it rather differently. 'Designed at the home of Rolls-Royce by the bespoke team, this exclusive collection features a suite of unique detailing and design ...', and on it goes in this vein. 'And there are dragons all over the interior, though, of course they are elegantly hand-stitched and embroidered. 'This limited edition car embodies the synergy, craftsmanship, creativity and culture in a manner that is uniquely Rolls-Royce'. Quite so - let's hope the effort is worth it.

Nothing under the pillow?

You read it here first. US Federal Reserve chairman Ben Bernanke isn't the tooth fairy. Well, that's not entirely true. We read it on Reuters, which saw it on Fox Business Network, quoting Dallas Federal Reserve Bank president Richard Fisher. 'Ben Bernanke's not the tooth fairy,' Fisher told Fox. Apparently, people are increasingly pinning more hope on Bernanke's speech on Friday night at Jackson Hole, the annual central bankers' get-together in Wyoming. 'His job is not to leave presents under the pillows of people who have desires that may not be easily fulfilled,' Fisher said. 'Our job is to put things right in the long term.' Cynics might argue that it is precisely the long term the Fed has failed to get right, and we are always suffering the consequences.

The big spoil-sport

Guess where these rules come from? This cormpany has a policy banning workers from eating pungent food, throwing jackets on their chairs or putting Post-it notes on monitors or keyboards. No, it's not some state-owned enterprise across the border, although it is a multinational company which has made a bundle out of the mainland's demand for coal and iron ore. The Sydney Morning Herald's report says BHP Billiton also bans iPods and other MP3 players from the office. This is inhumane. It's not so much the 'Big Australian' as just 'big brother'.