Joint Global Limited (MH)

Censure of GT (0263) and certain directorsThe Joint Global implosion
SEHK, 14-May-2019
This relates to our investigative report "The Joint Global implosion" of 30-Sep-2016. The announcement states that the Listing Department began investigating in mid-Oct-2016. In our view, the SFC and possibly the Commercial Crime Bureau should be investigating the circumstances of the collapse of Joint Global, which wiped over HK$2bn off the balance sheets of at least 11 listed companies in what we call the "Chung Nam Network".
Joint Global Ltd joint venture agreement dated 15-Sep-2015
Company filing, 7-Jun-2017
Thanks to the SFC's Takeovers Code, this agreement has been published online by CMBC Capital Holdings Ltd (1141), one of the 11 entities in what we call the "Chung Nam Network" which pooled their shares in HEC Capital Ltd into Joint Global Ltd, which then imploded like a black hole. It relates to our story "The Joint Global implosion", 30-Sep-2016.
Skyway (1141) exits Joint Global Ltd for HK$5m and Freewill Holdings Ltd for HK$105mThe Joint Global Implosion
Company announcement, 6-Mar-2017
Skyway paid HK$440m when it subscribed for the Freewill shares in Jul-2015. It obtained the 41m JG shares in exchange for 41m shares of HEC Capital when it pooled its HECC holdings with 10 other shareholders on 15-Sep-2015. It subscribed HK$228m for 38m shares of HECC on 30-Jun-2014 and HK$18m for 3m shares on 22-Jan-2013, a total cost of $246m. JG subsequently imloded as covered in our article of 30-Sep-2016. Update: the buybacks of these holdings came just 2 days before the takeover of Skyway by China Minsheng Bank (1988) was announced.
Enterprise Development (1808) coughs up investment details at 30-Jun-2016 and 31-Dec-2015The Joint Global implosion
Company announcement, 30-Nov-2016
This follows a complaint by Webb-site to HKEX on 4-Sep-2016. The announcement hints at what happened to Joint Global Ltd, featured in our article "The Joint Global implosion". During the first half of 2016, JG disposed of its entire 26.96% shareholding in HEC Capital Ltd for an undisclosed price and had incurred a cumulative loss of HK$1978m by 30-Jun-2016, reducing its net assets from HK$2130m to just $132m, including a 5-year promissory note of $131m.
Enterprise Development (1808) admits investment in Joint Global LtdThe Joint Global implosion
Company announcement, 30-Nov-2016
This follows our article "The Joint Global implosion" in which we noted that ED had swapped its shares in HECC for shares in an unnamed company which had then been fully impaired.
Skyway (1141) investment in Joint Global LtdThe Joint Global implosion
Company announcement, 2-Nov-2016
Skyway now confirms that, as we deduced in our article of 30-Sep-2016, it swapped its HECC shares for shares in JG back on 2-Sep-2015. Skyway fails to mention the huge impairment from the implosion, nor does it admit that the investment in JG was a Discloseable Transaction under the Listing Rules.
CIFG (0412): breach of Listing Rules on Discloseable TransactionsThe Jont Global implosion
Company announcement, 26-Oct-2016
Following our article on 30-Sep-2016, CIFG admits that it swapped its 56.8m HECC shares for shares in JG and this was a Discloseable Transaction. It also claims that on 1-Apr-2016, the day after CIFG's year-end, it agreed to transfer its JG shares to New Peak Ltd (BVI), the owner of which is not disclosed, and in consideration received 48m shares in HECC, the transferor of which is not disclosed, thereby avoiding the JG implosion. This transaction was not completed until 30-Jun-2016. It was not disclosed as a post-balance sheet event in CIFG's accounts.
The Joint Global implosion
A collapse in a hub of the "Chung Nam Network" has wiped about HK$2bn off the balance sheets of at least 11 listed companies, many of which never announced that they had invested in it. We piece together an ugly jigsaw and call on the SFC to investigate and HKEX to wake up and require announcements. (30-Sep-2016)
National Investments Fund (1227) interim report for 30-Jun-2016
Company filing, 29-Sep-2016
This reveals a flurry of subscriptions into 4 hubs in what we call the "Chung Nam Network", all on 14-Jan-2016. It subscribed 0.72% (we calculate 41 shares @$388,000) of Co-Lead Holdings Ltd for $15.908m; 0.78% (we calculate 2.2m shares @$7.29) of Joint Global Ltd for $16.038m; 5.06% (we calculate 160,000 shares @$100) of FreeOpt Holdings Ltd for $16m; and 0.54% (we calculate 2.9m shares @$5.5) of FreeWill Holdings Ltd for $15.95m. That's a total of $63.896m, or about 86.8% of NIF's net assets at 31-Dec-2015. All were completed the next day.
Imagi (0585) half-year results for 30-Jun-2016
Company announcement, 28-Aug-2016
This reveals that on 2 consecutive days in March, Imagi injected cash into 3 hubs in what we call the "Chung Nam Network": 6.2m shares of Joint Global Ltd @HK$7.29 for $45.198m; 450k shares of FreeOpt Holdings Ltd @$100 for $45m; and 7.5m shares of Freewill Holdings Ltd @$5.03 for $37.725m, a total of $127.923m. Within 4 months, an impairment of $52.19m was necessary as "all of these companies have experienced losses due to disposal of their respective investments at a loss".
China Inno Fin (0412) belatedly details investments at 31-Mar-2016
Company announcement, 13-Jul-2016
This follows a complaint by Webb-site to SEHK. The firm held 9.95% of China Smarter Energy (1004), 4.49% of Huarong (0993) and 1.34% of Carnival (0996), as well as having sunk HK$340.8m into Joint Global Ltd, the newest unlisted hub in what we call the "Chung Nam Network". It provides no details of this significant investment, which in our view should have been announced when made. This was in fact a share swap of 56.8m shares of HEC Capital Ltd for the same number of shares of JG valued at $6 each.
Dragonite (0329) pools shares of HEC Capital Ltd with others
Company announcement, 11-May-2016
This announcement of a transaction 8 months earlier follows a complaint by Webb-site regarding the opacity of the 2015 results. Dragonite is a member of what we call the "Chung Nam Network". Dragonite fails to disclose the governance arrangements of Joint Global Ltd such as its board composition, or how, with an 8.89% stake, Dragonite will have any influence over its decisions. In our view, this should have been a disclosable transaction under Chapter 14 of the Listing Rules as it represents 15.1% of total assets at 31-Dec-2014.
CSPT (0139) half-year results for 30-Sep-2015
Company announcement, 26-Nov-2015
Apart from humungous losses on investments in shares of companies in what we call the "Chung Nam Network", CSPT reveals that on the last day of the period, it sold West West Ltd and Four Sheets Ltd to unnamed parties for HK$45m and $30m. We can add that WW held 303 shares (5.58%) of Co-Lead Holdings Ltd, which it received in a swap in Jul-2015 for its holding in Freeman Corp Ltd, which it subscribed for $88m in Sep-2014. FS held 10m shares of HEC Capital Ltd, which it subscribed for HK$65m in Sep-2014 and at period-end was in the process of swapping for 10m shares of Joint Global Ltd.

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