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Hangzhou-based Alibaba is a giant with proven success. Photo: Reuters
Opinion
Money Matters
by Shirley Yam
Money Matters
by Shirley Yam

If faith is all you need, why hire independent financial advisers?

Beyond the number crunching on HK$4 billion Ali Pictures asset injection lies a different reality

There is no better job in the local financial industry nowadays than that of an independent financial adviser. Just look at a HK$4 billion asset injection by Alibaba Group.

The e-commerce giant is selling two loss-making online divisions to its recently acquired listed company, Alibaba Pictures, in return for the big cash.

They are the movie ticketing business of taobao.com and a crowdfunding platform for film and television programmes that takes bets as small as 100 yuan (HK$119.57). Both were launched early last year.

There is no financial statement. Its newly issued circular said the businesses recorded no revenue, negative cash flow and an unaudited after tax loss of 141 million yuan last year.

There is no detailed business plan. Management says it expects the ticketing business – its key source of loss – to remain in the red “in the near future” until the day online purchases become dominant.

Yet its independent directors are recommending the deal to minority shareholders because it was recommended by the independent adviser, Somerley Capital.

Somerley’s reason? One, mainland China is recognised as the world’s second-largest film market. Two, the deal was priced at a 5.8 per cent discount to the fair market value estimated by Jones Lang LaSalle (JLL).

Independent directors are recommending the deal to minority shareholders because it was recommended by the independent adviser

The valuation is “science”.

Take the ticketing as an example. The valuer said comparing the price with other deals was better than making income and cost projection for its “simplicity, clarity, speed and the need for few or no assumptions”.

Since the majority of the industry has no profit or positive cash flow, the valuer used the ratio of price to gross merchandise value as the basis for comparison.

Next, find the comparables. The sale of another online ticketing business, Maizuo.com, to Huayi in June was used. Put in the numbers of four less comparable outfits to make it fair.

But given Maizuo.com’s higher relevance, the valuer gave its 1.6 times pricing a 50 per cent weighting. The result is a “market average” of 1.434 times. Multiply that by the numbers for the asset Alibaba is selling. The fair value is out.

Simple and clear. Every party signed off on their reports and got paid. Isn’t that a great job?

Beyond the number crunching is, however, a different reality which these professionals didn’t tell or address.

They didn’t tell basic facts like the number of cinemas working with Alibaba and how it compares with longer-operating rivals.

They didn’t tell difficult facts like Maizuo.com being sold to Huayi with a profit guarantee – no less than 45 million yuan in 2015 and 170 million yuan between 2015 and 2017.

That translated into a price-to-earnings ratio of 10.42 times, which was one of the key reasons for the acquisition, according to Huayi’s announcement.

Why didn’t Ali Pictures management ask for any profit guarantee from Alibaba when buying the latter’s ticketing business?

Is it fair to compare the deal with the sale of Maizuo.com, which commanded a higher pricing because of the profit guarantee?

Their vetting of the Yulebao crowdfunding platform was no different.

There were no basic facts, like Yulebao, according to its website, is in fact selling insurance products managed by Guohua Insurance; and the last investment offered by Yulebao was more than a year ago.

There was no mention that the above financial structure was done to get around government regulations. Yulebao products offered a forecast annual return of 7 per cent, more than double the capped bank deposit rate.

In short, it is a mirror of Alibaba’s Yuebao money market fund, which drained hundreds of billions of yuan in deposit from banks last year and pushed regulators into introducing controls on internet finance.

What legal backing does Yulebao have? How will its viability be affected by new regulations to come? Why has Yulebao stopped offering new projects since the summer of 2014, as authorities headed for control?

None of these questions was asked or answered by the independent adviser, although it took Money Matters only a few hours to dig out the facts from the internet.

To be pragmatic, there is of course a short answer to all these questions: Alibaba is a giant with proven success.

Indeed, the real question is if faith is all one needs, why the need for an independent financial adviser?

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