Mystery buyer attempts to acquire major Convoy shareholder’s stake ahead of crucial vote, court ruling

AGBA Acquisition, a Hong Kong-headquartered company listed on Nasdaq, is attempting to acquire the shares of Convoy’s second-largest shareholder, Kwok Hui-kwan
The potential deal comes just a week ahead of a crucial vote as Kwok seeks to take control of the financial firm

Mergers & Acquisitions

Enoch Yiu

Published: 9:52pm, 19 Nov 2020

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A mysterious Nasdaq-listed company is trying to buy shares from a major shareholder of Convoy Global Holdings ahead of a crucial vote next week, adding a new twist to the lengthy power struggle between its owners.

AGBA Acquisition, a Hong Kong-headquartered company founded in 2018 which was listed in Nasdaq in May last year, is attempting to acquire second-largest shareholder Kwok Hui-kwan’s entire 29.91 per cent stake in Convoy Global Holdings, according to two sources.

The deal is still in the initial stages of discussion, and there is no confirmation it will go ahead and bids have not been offered, the sources said, adding that the buyer would like to see Kwok cancel all lawsuits against the company.

The acquisition attempt comes just one week ahead of a crucial vote by Convoy’s shareholders on November 26 to determine if they accept Kwok’s request to remove the entire 12-member board and replace it with six candidates, including former Secretary for Financial Services and the Treasury Frederick Ma Si-hang and lawmaker Abraham Shek Lai-him, according to a company announcement.

A major Convoy shareholder wants to bring Frederick Ma Si-hang, former Secretary for Financial Services and the Treasury, on to the company board. Photo: K. Y. Cheng

Neither Convoy nor Kwok’s representative would comment on the deal. Two sources close to Kwok said there were no formal bids.

The Post called AGBA Acquisition’s telephone number listed in its US regulatory filings, but it was not a working number. A message sent to its chief executive, Gordon Lee, did not elicit an immediate reply. The company has no website while its postal address is an office building in Tsim Sha Tsui.

AGBA Acquisition only had two staff at the time of its Nasdaq IPO in May last year when it raised US$40 million, according to its filing. It is a “blank cheque” company which has no specific business plan, but has been formed with the purpose of seeking acquisition targets in health care, education, entertainment or financial services in China.

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Next week’s vote marks Kwok’s second attempt to try to take control of the company after his first bid failed in December 2017. Due to the Covid-19 restrictions, only up to 25 investors will be allowed to attend the meeting in person but other shareholders can vote by proxy, according to a stock exchange filing on Wednesday.

The current Convoy board of directors and management is backed by the company’s largest shareholder, Richard Tsai Ming-hsing and his family, who control Taiwan’s second-largest financial conglomerate Fubon Financial Holding. They paid HK$1.5 billion (US$193.5 million) for a 29.98 per cent stake through a placement of new shares in September 2015.

Kwok, the 29-year-old son of Shenzhen-based developer Kaisa Group’s founder Kwok Ying-shing, spent about HK$800 million (US$103 million) to purchase his stakes in the company in mid-2017, according to sources.

His purchase came just a few months before Convoy shares were suspended from trading in December 2017, after the Independent Commission Against Corruption and the Securities and Futures Commission launched an investigation into its financial affairs.

A Hong Kong court will give its verdict on Convoy’s former executive director Roy Cho Kwai-chee on November 30. Photo: Jonathan Wong

The investigation has resulted in its former executive director Roy Cho Kwai-chee and two other former executives facing trial for allegedly conspiring to defraud Convoy and its investors in 2016 over an HK$89 million investment connected to him. The judge will give the verdict on November 30.

Convoy, which offers insurance and pension services advisory services, had over 1,000 staff and almost 100,000 customers, according to filings from 2017.

As the company has not issued any financial statement over the past three years, the stock exchange decided to delist it, but it is appealing against the decision.

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