The accounting research firm, GMT Research

Lisa Mangkornkarn

The accounting research firm

GMT Research

GMT Research provides independent insight into markets, sectors and companies throughout Asia. Our unique method of mining a comprehensive collection of corporate financial statements for key data allows us to evaluate the financial health of a company, sectors and the market at large. We also investigate the application of accounting standards by companies and sectors, shedding light on the quality of reported profits. Armed with this information, we help investment professionals navigate the financial landscape.

Given that related party transactions are somewhat of a national sport in Asia and a key component of most accounting frauds, it is somewhat surprising that no-one’s gone through and detailed each company’s involvement in them. Well, that is until now. Yes, we locked two analysts in a room and told them to download the annual reports of every company with a market capitalisation over US$1bn in Hong Kong and Singapore, around 360 of them. They were then instructed to trawl through each annual report and calculate related party transactions as a percentage of sales and expenses. Three weeks later our analysts emerged somewhat paler and thinner. Their results are cause for concern.

Given that related party transactions are somewhat of a national sport in Asia and a key component of most accounting frauds, it is somewhat surprising that no-one’s gone through and detailed each company’s involvement in them. Well, that is until now. Yes, we locked two analysts in a room and told them to download the annual reports of every company with a market capitalisation over US$1bn in Hong Kong and Singapore, around 360 of them. They were then instructed to trawl through each annual report and calculate related party transactions as a percentage of sales and expenses. Three weeks later our analysts emerged somewhat paler and thinner. Their results are cause for concern.

RELATED PARTIES: Family Games in HK and SG

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

<ul>
<li>Three for three. Three low-balled Hong Kong Offers, by way of Schemes, have now lapsed over the past ten weeks. </li>
<li>Both <a href="https://www.smartkarma.com/entities/goldlion-holdings-ltd" target="_blank" data-smartkarma-citation="entities:12359:1" rel="noopener">Goldlion Holdings (533 HK)</a> and <a href="https://www.smartkarma.com/entities/soundwill-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19318:1" rel="noopener">Soundwill Holdings (878 HK)</a> spectacularly failed back in May.</li>
<li>Now <a href="https://www.smartkarma.com/entities/dickson-concepts-intl-ltd" target="_blank" data-smartkarma-citation="entities:5052:1" rel="noopener">Dickson Concepts Intl (113 HK)</a> has followed suit. But the vote was (much) closer than it should have been.</li>
</ul>


Three for three. Three low-balled Hong Kong Offers, by way of Schemes, have now lapsed over the past ten weeks. 
Both Goldlion Holdings (533 HK) and Soundwill Holdings (878 HK) spectacularly failed back in May.
Now Dickson Concepts Intl (113 HK) has followed suit. But the vote was (much) closer than it should have been.


Dickson Concept (113 HK): More Minority Teeth Bared As Another Scheme Fails

IPOs and Catalysts/Events, Global Equity Research Ltd

Arun George

IPOs and Catalysts/Events

Uncompromised, Independent, Conflict-Free Research

Global Equity Research Ltd

Global Equity Research was started in 2017 by a group of experienced research professionals. It was founded on a passionate belief in the importance and the need for uncompromised, independent, conflict-free research. We aim to provide differentiated and actionable primary and bottom up fundamental research.

<ul>
<li>
<a href="https://www.smartkarma.com/entities/dickson-concepts-intl-ltd" target="_blank" data-smartkarma-citation="entities:5052:1" rel="noopener">Dickson Concepts Intl (113 HK)</a> shareholders have voted against Sir Poon’s HK$7.20 per share offer. The vote marginally failed the &lt;10% of all disinterested shareholders' rejection threshold.</li>
<li>While painful, this deal break was arguably the correct outcome as the offer was below the net cash and Dickson is cash generative on an underlying basis. </li>
<li>Unlike the last HK deal break (Soundwill), the price action over the last two days indicated a done deal. My estimated break price is HK$5.00 (30% downside to last close).</li>
</ul>



Dickson Concepts Intl (113 HK) shareholders have voted against Sir Poon’s HK$7.20 per share offer. The vote marginally failed the &lt;10% of all disinterested shareholders' rejection threshold.
While painful, this deal break was arguably the correct outcome as the offer was below the net cash and Dickson is cash generative on an underlying basis. 
Unlike the last HK deal break (Soundwill), the price action over the last two days indicated a done deal. My estimated break price is HK$5.00 (30% downside to last close).


Dickson Concepts (113 HK): A Necessary HK Arbageddon

<ul>
<li>After <a href="https://www.smartkarma.com/entities/goldlion-holdings-ltd" target="_blank" data-smartkarma-citation="entities:12359:1" rel="noopener">Goldlion (533 HK)</a>'s spectacular Scheme fail, <a href="https://www.smartkarma.com/entities/soundwill-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19318:1" rel="noopener">Soundwill  (878 HK)</a> appeared destined to be the next failure as shares dipped hard ahead of the Scheme vote. And fail it did.</li>
<li>Just like for Goldlion, Soundwill's Offer was clearly light. The counter-argument was that terms were, arguably, as good as it gets. And no competing Offer would emerge. Minorities voiced otherwise.</li>
<li>Hong Kong has been the proverbial graveyard for arb deals of late. However, in a positive sense, minorities in Goldlion and Soundwill simply rejected opportunistic Offers. </li>
</ul>


After Goldlion (533 HK)'s spectacular Scheme fail, Soundwill  (878 HK) appeared destined to be the next failure as shares dipped hard ahead of the Scheme vote. And fail it did.
Just like for Goldlion, Soundwill's Offer was clearly light. The counter-argument was that terms were, arguably, as good as it gets. And no competing Offer would emerge. Minorities voiced otherwise.
Hong Kong has been the proverbial graveyard for arb deals of late. However, in a positive sense, minorities in Goldlion and Soundwill simply rejected opportunistic Offers. 


Soundwill (878 HK): Thoughts On The Latest Scheme Fail

<ul>
<li>
<a href="https://www.smartkarma.com/entities/soundwill-holdings-ltd" target="_blank" data-smartkarma-citation="entities:19318:1" rel="noopener">Soundwill Holdings (878 HK)</a> shareholders have voted against the Foo family’s HK$8.50 per share offer. The minority participation rate was high, and the NO vote comfortably failed the value test.</li>
<li>Unlike the <a href="https://www.smartkarma.com/entities/goldlion-holdings-ltd" target="_blank" data-smartkarma-citation="entities:12359:1" rel="noopener">Goldlion Holdings (533 HK)</a> deal break, the price action over the last three days pointed to a deal break. Like previous deal breaks, this one offers hard lessons.</li>
<li>Soundwill has the fourth-highest premium of the pre-deal break price to the undisturbed price compared to previous deal breaks. My estimated deal-break price is HK$5.63, 13.2% below the last close.</li>
</ul>



Soundwill Holdings (878 HK) shareholders have voted against the Foo family’s HK$8.50 per share offer. The minority participation rate was high, and the NO vote comfortably failed the value test.
Unlike the Goldlion Holdings (533 HK) deal break, the price action over the last three days pointed to a deal break. Like previous deal breaks, this one offers hard lessons.
Soundwill has the fourth-highest premium of the pre-deal break price to the undisturbed price compared to previous deal breaks. My estimated deal-break price is HK$5.63, 13.2% below the last close.


Soundwill Holdings (878 HK): Hard Lessons from Another HK Arbageddon

China

IMAX China Holding is an investment holding company focused on digital and film-based motion picture technologies. It designs, sells, leases, and maintains IMAX theater systems, including digital remastering and distribution of films in the IMAX format, along with aftermarket sales of parts and 3D glasses. The company was founded in 1998 and is headquartered in Shanghai, China.

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IMAX China Holding (1970 HK)

Dickson Concept (113 HK): More Minority Teeth Bared As Another Scheme Fails

This is a consistently profitable company. The undisturbed price was $4.78. Yet the HSI is up ~12.8% since the Offer was announced, so perhaps...

David Blennerhassett

Dickson Concepts (113 HK): A Necessary HK Arbageddon

While painful, this deal break was arguably the correct outcome as the offer was below the net cash. My estimated break price is HK$5.00 (30%...

Arun George

Soundwill (878 HK): Thoughts On The Latest Scheme Fail

The outcome for Soundwill was not a big surprise. However, expect current and future illiquid small-cap arbs to trade wide(r) if there is a whiff...

David Blennerhassett

Soundwill Holdings (878 HK): Hard Lessons from Another HK Arbageddon

Like previous deal breaks, this one offers hard lessons and suggests that HK merger arb is increasingly fraught with risk. My estimated deal-break...

Arun George

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RELATED PARTIES: Family Games in HK and SG

Given that related party transactions are somewhat of a national sport in Asia and a key component of most accounting frauds, it is somewhat...

GMT Research

Dickson Concept (113 HK): More Minority Teeth Bared As Another Scheme Fails

This is a consistently profitable company. The undisturbed price was $4.78. Yet the HSI is up ~12.8% since the Offer was announced, so perhaps...

David Blennerhassett

Dickson Concepts (113 HK): A Necessary HK Arbageddon

While painful, this deal break was arguably the correct outcome as the offer was below the net cash. My estimated break price is HK$5.00 (30%...

Arun George

Soundwill (878 HK): Thoughts On The Latest Scheme Fail

The outcome for Soundwill was not a big surprise. However, expect current and future illiquid small-cap arbs to trade wide(r) if there is a whiff...

David Blennerhassett

Soundwill Holdings (878 HK): Hard Lessons from Another HK Arbageddon

Like previous deal breaks, this one offers hard lessons and suggests that HK merger arb is increasingly fraught with risk. My estimated deal-break...

Arun George