2010年11月30日星期二

檢控銀行職員雷曼事件新發展

檢控銀行職員雷曼事件新發展


過去個多星期在中環上班而又有機會行經遮打大廈的中產一族,一定十分奇怪,為何遮打大廈似乎已經被示威者封鎖了,但新聞沒有報道是什麼事。幾個示威者到中聯辦請願,議題耳熟能詳,新聞報道不會缺少,但百多名雷曼苦主圍困了一座內有大量國際投資公司的大廈個多星期,沒有報道也沒有分析文章告訴大家發生了什麼事情。本文可能是大家疑惑的唯一解說資訊。


只知追逐慣性新聞的記者也許應該上雷曼苦主大聯盟的網頁參考一下那些Youtube,以決定事件是否符合新聞價值,但對一直有評論雷曼事件的筆者而言,這是一件涉及以百億計的金融大案,結果可能是有數以千計的銀行家(從業員)被刑事檢控,事件是從根基上動搖了香港的金融中心地位。這樣的大事沒有新聞價值乎?


似乎也不盡然,上星期地方法院開審了第一宗雷曼銷售過程的刑事檢控,依據的是《證券及期貨條例》第一○七條,被告的銀行經理涉嫌「以欺詐地或罔顧實情地誘使他人投資金錢」,經理被控九項控罪,涉及誘騙六名客戶近680 萬元購買迷債產品。


雙重標準非法治


此案肯定只屬冰山一角,成千上萬的苦主有類似經歷,並曾經到證監、金管局及警方申訴,只是大多苦主及市民對事件屬刑事(詐騙投資者),還是民事(投資失誤,不良銷售手法)根本搞不清楚,普通市民還以為在所謂六成賠償方案之後,事件已經了結。殊不知整批雷曼產品以不同名目有問題的銷售手法,落入投資者手中涉及240 億元,所謂六成和解的迷債項目,只涉數十億元,而和解只涉及民事,不涉及刑事的責任。


本欄早在本年3 月31 日已經清楚介紹什麼是一○七條,同時建議雷曼苦主應發動一次萬人報案大行動,不能讓事件不了了之。這不單是關係個別苦主的私人投資得失問題,而是關係我們的金融經濟體系之內,不能容許大量詐騙性的銷售行為,而我們的法治體系,亦不能容許雙重標準,對小販商戶欺詐一塊幾毛就嚴厲執法,但大商家大銀行就享有特權,中資銀行就更享有特權中的特權,大家反而不聞不問。


大家以為事件已經曲解,忽略了和解只屬迷債系列,在整個雷曼產品的銷售過程之中只佔五成多的比例,而和解只屬民事,沒有解決違法欺詐銷售的更嚴重問題,而所謂和解方案,只及六成,那是銀行必定能從雷曼遺下的抵押產品取回的金額,銀行不單沒有承認任何責任,更可以有掙!投資者是在沒有選擇的情況下接受了「不平等條約」,去年有社論級的評論讚賞和解方案,呼籲苦主接受,報刊更從此當完成了輿論監督的責任,社會的反智沉淪,豈是偶然?


事隔兩年零三個月,始有第一宗依據第一○七條的刑事檢控,這個延誤何等驚人,背後的政治含義如何且不論,法治原則是延誤就會破壞公平(delay defeats equity),兩年間已經有不少年紀大的苦主因病過身或成危疾,如果一年只檢控幾人,要多少年才能完成還苦主一個公道的責任?苦主要等政府先檢控,取得勝訴的結果,才能展開民事的訴訟,因為這才有取勝的把握。民事官司從來是燒金錢的遊戲,香港沒有集體訴訟(class action)的制度,對無財勢的小投資者如何公道?


正義大狀議員當年高調干預,抽完政治油水就不聞不問,這是哪一門子的正義?


爭取權益要團結


上星期五在地院檢控的中銀經理張瑰瑰案,傳媒算是有詳細報道,案件的內容,大家若不善忘,兩年前就聽過不少類同的故事。銀行職員形容雷曼產品是「保本」,與七大企業掛,與一般基金或是定息債券無異,這都是典型的失實陳述手法,從來都是法律所不容許,只是有財勢的銀行不承認責任,背後給予特區政府壓力,靠銀行家支持上位的任志剛終於下台之後,政府才肯進行第一單案件的檢控,這與「六四」時的中共領導人一天不死盡,「六四」不會平反一樣,這是人話,不是法治,香港在這方面日漸與大陸「統一」。


公權力不可靠,跟紅頂白的傳媒也不主持公道之時,雷曼苦主能依靠的,只有自身的力量,公民直接行動(Direct Action)爭取自身的權益,從來是最為有效。菜園村的村民只有一百幾十人,但行動堅定勇敢,就令到政府的收地行動一再延後。


雷曼苦主也不團結,也不是人人積極,坐待別人行動,坐待政府行動的大有人在,這與社會的大環境一樣,但還是有少數人努力不懈;遮打大廈是證監會所在,證監會本來有法定責任接受投案,但由於在底下與金管局達成協議,同意銀行的六成和解方案就是事件的了結,所以今天在沒有合理法律理由的情況下,拒絕雷曼苦主報案,造成過去個多星期遮打大廈外又棺材又打鼓的奇景。證監會的職責本來是要當小投資者的守護天使,但在官僚政治之下反而出賣了小投資者的利益,於心無愧嗎?



王岸然

Complinet to Host the First Pan-Asian Regulatory Summit in Hong Kong

Complinet to Host the First Pan-Asian Regulatory Summit in Hong Kong
Unique event offers great benefits to regional regulators and financial services professionals

HONG KONG--(BUSINESS WIRE)--Complinet, a leading provider of connected risk, regulatory and compliance solutions and part of the Thomson Reuters Governance, Risk and Compliance unit is pleased to launch the First Pan-Asian Regulatory Summit that will take place in Hong Kong on November 29 and 30, 2010.

The summit is the first event of its kind in Asia to offer regional regulators the opportunity to showcase their sophisticated and responsive approaches to the global financial crisis, including how they maintain and manage compliance. The event allows professionals to meet and discuss challenges, propose solutions and share best practices.

The summit will welcome a suite of high calibre speakers from the Asian regulators and beyond, such as the Securities and Futures Commission of Hong Kong, Hong Kong Monetary Authority, Securities and Exchange Commission of Thailand, China Banking Regulatory Commission, UK Financial Services Authority, FINRA, the International Monetary Fund and many more. The summit will be inaugurated by Martin Wheatley, the chief executive of the Securities and Futures Commission of Hong Kong, and chaired by Jane Diplock, the chairman of the International Organisation of Securities Commissions.

The two-day conference will cover the Asian regulatory outlook, the G20 meeting discussions, enforcement efforts, capital adequacy and Basel reform, corporate governance, Islamic finance, fund management regulations, anti-money laundering, corruption and much more.

Allen & Overy has confirmed its position as the exclusive professional legal partner for the summit. Alan Ewins, Head of APAC Regulatory Group at Allen & Overy said, "Driven by the global financial crisis, regulators worldwide are wrestling with a huge laundry list of issues in the financial markets. These include prudential supervision, risk management and investor protection. These initiatives are being adapted in the Asian markets to suit local conditions and across our extended network in the region we are seeing financial institutions and regulators grappling with these complex issues. The Pan Asian Regulatory Summit will be a key forum for regulatory and financial institutions to discuss regulatory developments in the region and we are delighted to take part in this unique summit as the exclusive professional legal partner."

Leas Bachatene, managing director for Middle East and Asia at Complinet, said: "Asia's role in the world economy has risen to prominence since the global financial crisis and many now look to the region for guidance and growth. At the same time, it faces a range of challenges in keeping up with international regulatory developments while maintaining the economic growth that has propelled it into the world spotlight. This summit is the first of its kind in Asia. It represents a significant opportunity to address these issues and the steps regulatory authorities are taking to ensure the continued stability of the region's financial markets."

Thomson Reuters Governance, Risk and Compliance unit delivers to financial institutions, insurance and other firms the most comprehensive suite of tools designed to connect business transactions, strategy and operations to the regulatory environment. It brings together Thomson Reuters’ market-leading global regulatory and securities intelligence; business law research; contract and deal-drafting tools; internal policy management; e-learning; anti-money laundering solutions; and audit, filing, board of director and disclosure services.

To register for this summit, please visit the summit’s web site at: www.complinet.com/gatherings/pan-asia-summit/

About Thomson Reuters

Thomson Reuters is the world's leading source of intelligent information for businesses and professionals. We combine industry expertise with innovative technology to deliver critical information to leading decision makers in the financial, legal, tax and accounting, healthcare and science and media markets, powered by the world's most trusted news organization. With headquarters in New York and major operations in London and Eagan, Minnesota, Thomson Reuters employs 55,000 people and operates in over 100 countries. Thomson Reuters shares are listed on the Toronto and New York Stock Exchanges (NYSE: TRI). For more information, go to www.thomsonreuters.com.

About Thomson Reuters Governance, Risk and Compliance business

The Governance, Risk and Compliance business of Thomson Reuters brings together global regulatory and securities intelligence; contract and deal drafting tools; internal policy management; e-learning; anti-money laundering solutions; and audit, filing, board of director and disclosure services. It provides financial institutions, insurance companies and other firms with powerful tools and insights to support decision making across the organization. Thomson Reuters is uniquely positioned to bring comprehensive information assets, advanced technology, products and relationships across the compliance and legal marketplace to connect relevant information in a meaningful way and give customers the knowledge to act. The Thomson Reuters GRC unit will deliver comprehensive solutions that provide a cohesive view of risk, enabling customers to connect regulatory obligations with business goals to drive innovation and success. The unit comprises market-leading GRC brands including Complinet, Paisley, Westlaw Business, Westlaw Compliance Advisor, Oden and West's Capitol Watch. For more information, visit grc.thomsonreuters.com.

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Cutting out jargon — The Straits Times Blogs

Cutting out jargon — The Straits Times Blogs

Goh Eng Yeow argues the need to explain financial products in simple terms
--------------------------------------------------------------------------------

I GOT a number of emails thanking me for the insightful Cai Jin column on preference shares which was published yesterday.

One reader wrote to say that she liked the explanation on why DBS Bank was able to offer such a generous dividend payout for the preference shares, even though it was getting a far lower interest margin for its loan.

This was a question which some investors had been asking themselves, even as they avidly subscribed to the offering.

While DBS Bank’s impressive pedigree and proven track record are big draws, I am not surprised if they find themselves wondering if there was any catch where the attractive dividend yield was concerned.

With the fiasco involving Lehman minibonds still fresh on their minds, who can blame them for wanting to err on the side of caution ?

So while they want to get a higher yield on their hard-earned money, they are also wary that their investments may go up in smoke if they are not careful.

Anyway, I find explaining the exercise explaining the dividend yield on the DBS preference shares a useful one.

In recent years, the financial media has been polluted by so much jargon like Basel II, Basel III, capital adequacy ratios, Tier-One capital and so on, that the poor reader might as well be reading Greek when he opens up the financial pages of a newspaper.

But Basel II, Basel III, capital adequacy ratios and Tier-One are simply short-hand jargon used by bankers to describe the amount of money which a lender must set aside as back-up capital to compensate depositors for any bad loans which they have made. It is as simple as that.

As I explained in my Cai Jin column, there is nothing mysterious about the generous yield offered on the preference shares, without having to resort to the complicated terminology described above. The generous payout is to compensate the holders of such investments for any upside they might have missed, if they have bought the bank shares instead, if it outperforms.

For me, the best part of the exercise is being able to explain it simply by using an example.

I think the explanation offers some assurance to investors as to what they are getting into.

So long as DBS continues to lend prudently and keep any bad debts to a minimum, there is no reason why the 30,000-odd successful applicants of the preference shares will not get their payout.

If investors put their heart to it, they will find that the idea behind many investment products is very simple, stripped of all the financial jargon that makes them sound very complicated.

Take the Lehman minibonds which I cited earlier.

I have always wondered if the fallout would have been less severe, if it had been listed on the Singapore Exchange, and not sold over-the-counter by financial advisers at a bank. This is because of the intense scrutiny which dealers, analysts and market writers usually subject new offerings to.

Explaining the minibond in simple terms would have made it clear immediately to investors that they are not buying into a corporate bond, but a bundle of CDOs which had been assembled by Lehman Brothers.

Now if you know that the Lehman minibonds’ CDOs were actually made up of different tranches of bonds – some of dubious origins – which had been assembled from all over the place, rather than the plain vanilla debt offered by a triple-A rated bank, would you have touched it in the first place?

I would think not.

2010年11月29日星期一

豐廣場 忽建「綠色圍牆」

豐廣場 忽建「綠色圍牆」

  自雷曼兄弟在2008年倒閉以來,雷曼產品的「示威隊伍」已變成中環一景,對銀行的營運難免構成影響,結果終於有銀行出手回應——豐銀行由今日起,將其大樓樓下的廣場「封鎖」,雷曼投資者的示威只可以移師廣場以外的其他公眾地方。

可阻隔示威 惟減公共空間

  昨晚老杜去豐看個究竟,見到工人把一盆盆高過人頭的植物放在地下廣場,若這就是對示威的「自保」方法,老杜不禁讚豐聰明,「綠色圍牆」既能阻隔示威者,又不予人太突兀之感。不過,若「綠色圍牆」長期存在,難免會減少公共空間,豐總行廣受讚賞的設計就會失去意義。

  與其他商業大廈不同,豐大樓之下的空地是公眾地方,菲傭可聚會,雷曼示威者亦可以示威。

  不過,這座英國著名建築師福斯特的傑作、被譽為目前世界上最優美及最具創意的建築物之一的豐大廈,其1至11樓的中空設計(又稱中軸庭),卻將樓下示威者的聲音起了擴音器的效果,結果在豐職員連連投訴之下,銀行終知會警方封鎖樓下廣場。

  雖然豐採取行動,但並無禁止示威,可以想像,雷曼產品的示威者不會如此容易放棄,「中環一景」看來仍會存在好一段時間。

Global swaps markets still in limbo after Lehman settlement Bryan Frith From: The Australian

Global swaps markets still in limbo after Lehman settlement Bryan Frith From: The Australian November 30, 2010 12:00AM

THE collapsed Lehman Brothers has secured a major tactical victory by agreeing to a commercial settlement with Perpetual Trustees.
This will prolong the massive uncertainty in the $US426 trillion global swaps market.

In a controversial decision earlier this year, US bankruptcy judge James Peck effectively overturned the basis on which the derivative markets work.

The International Swaps and Derivatives Association (ISDA) claimed that the "narrow readings" of the safe harbour provisions threatened to undermine the protections that Congress intended to provide the derivatives markets and that if the ruling were to stand it would result in a "fundamental upheaval" of the market.

In allowing an appeal against the ruling, Judge Colleen McMahon of the US District Court said that Lehman for months had sought to forestall review of the decision and used the delay "as leverage in settlement negotiations to recover billions of dollars from various other structured finance deals that would otherwise have been distributed to noteholders".



Peck acknowledged that his interpretation of the US bankruptcy laws was unprecedented.

In allowing an appeal against the ruling, McMahon referred to Peck's "novel statutory interpretation to the circumstances at hand".

The settlement with Perpetual will create further uncertainty in the derivatives market and give Lehman more time to try to persuade other parties involved in similar transactions with the failed investment banker to settle claims.

The settlement with Perpetual relates to $US125 million invested in synthetic debt instruments -- credit-linked notes -- which are held for more than 1000 investors, including individuals, councils and charities in Australia, New Zealand and PNG. That amount is significant to the investors involved but is peanuts in the context of the global markets for such synthetic instruments.

The notes were issued by an Australian company Mahogany Capital, which is listed on the ASX but has been suspended from trading for more than two years. The company was placed in administration last December and liquidators were appointed in July.

Perpetual is the trustee for the Mahogany noteholders.

Lehman has applied for a 90 day stay of appeal against the Peck ruling to allow it to finalise the settlement with Perpetual. Lehman said in papers filed with the court that the settlement would result in a "substantial payment" to the estate of Lehman Brothers Special Financing (LBSF).

How substantial is not known because the details of the settlement are confidential and have been excluded from documents filed with the court. Observers suggest that Lehman does not want the market to know the details, in order to maintain uncertainty and thereby strengthen its hand in negotiations to obtain more significant settlements.

Perpetual has not said anything publicly, not even to confirm the settlement in principle.

Mahogany, although suspended, has obligations to maintain an informed market, but the liquidators have not been provided with any information about the proposed deal.

What seems clear is that any funds that go to Lehman under the settlement will decrease the amount which would otherwise become available for the Mahogany noteholders.

Perpetual's decision to settle was a surprise, as many in US legal circles expected that the appeal would be upheld and Peck's ruling would be overturned.

Perpetual is expected to write to Mahogany noteholders within the next two weeks, but whether it will disclose the settlement terms, including the amount in the dollar that noteholders can expect to receive, is unclear.

However, it's difficult to see how it can remain secret forever, as at some stages payments will need to be made to the noteholders.

The proposed settlement raises the question as to whether Perpetual should seek the approval of the noteholders. It's possible that some noteholders would prefer to continue with the appeal and take their chances on a higher payout.

However, the documents filed in the US court state that the settlement will be subject to Perpetual obtaining judicial advice from the Australian court that entry into, and performance of, the settlement is a proper exercise of Perpetual's powers and duties as a trustee.

That presumably is to remove or limit any question of potential liability. It could also be seen as an indication that Perpetual is not intending to seek noteholder approval.

At issue is the collateral that backs the CDOs and which is held by BNY Corporate Trustee Services (BNYT), a British incorporated trustee that is part of the Bank of New York Mellon. The collateral -- medium-term notes issued by ANZ and RBS banks -- is to secure obligations under a credit swap default agreement with LBSF a Lehman Bros subsidiary. The obligations of LBSF under the swap agreement were guaranteed by Lehman.

Mahogany, a special purpose company owned by Perpetual, used the proceeds of the note issue to purchase credit-linked notes in Sapir Finance, a special purpose company formed in Ireland and the source of the funds for paying the interest and principal on the Mahogany notes.

Saphir, in turn, used the proceeds from its note issue to purchase collateral in the form of bank-issued medium-term notes, to secure its obligations under a credit default swap agreement with LBSF.

Lehman went into US Chapter 11 bankruptcy in September 2008 and LBF followed suit a month later. Since then Lehman and Perpetual have been in dispute as to who has priority in relation to the collateral.

The trust deed, which is governed by English law, provides that the proceeds from the collateral first should be applied towards amounts owing to Lehman under the swap and second to the Mahogany investors, But if Lehman defaulted, the noteholders would rank ahead of the Lehman.
That's known as the principle of "bankruptcy remoteness" and it's industry standard. It's vital to securitisation because it enables CDOs to be highly rated by the credit agencies even though the originator may have a much lower rating. If the originator had priority in a bankruptcy it would completely undermine the multi-trillion securitisation market.

Litigation over the notes has resulted in a cross-jurisdictional hiatus. The High Court of England has ruled that under English law the noteholders have priority over Lehman, but that was countered by Peck's ruling that the "flip" clause, which gave the noteholders priority, violated US bankruptcy laws.

The British Supreme Court has agreed to hear an appeal by LBSF against the High Court ruling, but it would be surprising if it overturned that ruling.

So the jurisdictional hiatus may remain for some time, which would work in the favour of Lehman.

bfrith@acenet.com.au

2010年11月27日星期六

HK financial center of structure products cover up

http://hkminibond.blog.sohu.com/163319215.html

滙豐失去誠信 , 詐騙苦主, 無能政府縱容老千銀行欺騙香港老弱市民 , 證監會報案舉報銀行各罪行

Most Hong Kong complaints about Lehman has not settled

There are and will be much more civil and criminal lawsuits involved with HK structure products and HKMA wordings of settled is misleading. In fact, many so called settled cases are now being bought to criminal court by HKMA and HK police CCB division.

"Hong Kong authorities say the majority of complaints over the sale of financial products linked to collapsed U.S. investment bank Lehman Brothers have been settled.

The Hong Kong Monetary Authority said Friday it has finished investigating nearly all of the 22,000 complaints it received, with almost 20,000 resolved through settlement agreements or in a minority of cases closed for lack of evidence.

Disciplinary measures are being taken in about 1,500 cases, including an unspecified number involving innocuously labeled minibonds, which were in fact complex derivatives sold to many unsophisticated small-time investors.

Tens of thousands of investors who bought $1.8-billion (U.S.) in Lehman-linked derivatives in Hong Kong through local financial institutions were left in limbo after the bank collapsed in September 2008." CTV CANADA

2010年11月25日星期四

BOC Hong Kong's Cheung Misled Uneducated Buyers on Minibonds, Court Told

BOC Hong Kong's Cheung Misled Uneducated Buyers on Minibonds, Court Told
By Debra Mao - Nov 25, 2010 5:01 PM GMT+0800
inShare.More
Business ExchangeBuzz up!DiggPrint Email .BOC Hong Kong (Holdings) Ltd. manager Cheung Kwai-kwai told a customer who bought structured products linked to Lehman Brothers Holdings Inc. that he would get back the principal, a prosecutor said.

Cheung sold the products, which lost their value after Lehman’s 2008 bankruptcy, to retirees and investors who hadn’t completed primary school, Jonathan Man told Hong Kong’s District Court on the first day of Cheung’s trial today.

The 47-year-old banker had pleaded not guilty to nine counts of fraudulently or recklessly inducing others to invest a total of about $787,776 in the securities between 2005 and 2008. The Hong Kong unit of Bank of China Ltd. was the biggest seller of so-called Lehman minibonds, $1.8 billion of which were bought by retail investors in Hong Kong since 2003, according to the Hong Kong Monetary Authority.

Cheung told Fong Kwuk-tong, a part-time security guard, the minibonds were a "very secure" investment and that he would "definitely receive" the principal amount back in six-and-a-half years, said Man, a lawyer for the prosecution.

Cheung’s lawyer Peter Duncan declined to comment.

BOC Hong Kong didn’t respond to a request for comment today. It was one of 16 banks that agreed to a settlement to buy back the products for at least 60 cents on the dollar. The bank said in April that Cheung and fellow employee Tai Ching had been placed on compulsory leave, and that the matter would not have a material impact on its operations.

Minibond Documents

Prosecution witness Siu So-chun, a 62-year-old retiree who couldn’t read all the words on the standard oath to be recited by witnesses before giving testimony, said she couldn’t remember whether Cheung had shown her any documents when she bought the minibonds.

“She probably showed me something, but I said ‘I don’t need to look at that because I trust you,’” Siu testified. “I have known her for so many years.”

Tai’s trial on the same charge is scheduled to begin on March 11.

Richard Turnbull, a prosecutor for the Department of Justice, said a conviction would carry a maximum fine of HK$1 million ($128,882) and seven years imprisonment.

The case is Hong Kong SAR v. Cheung Kwai Kwai, DCCC526/2010, in Hong Kong District Court.

Second witness is Madam Lee aged 59.

To contact the reporter on this story: Debra Mao in Hong Kong dmao5@bloomberg.net

To contact the editor responsible for this story: Douglas Wong in Hong Kong at dwong19@bloomberg.net
.

SFC still tries to cover up banks misselling frauds of all structure products :

Legco Ref : CP/C 635/2008 SFC ref : IMS 20080816 – LB8986

Regarding HKMA complaint no. R057 of Shanghai Commercial Bank mis-selling of Lehman related structure products, please continue your investigations concerninng Constellation Notes and Octave Notes as I refused last month of SCB offers of 60% refund of the Lehman related structure products(Constellation Notes 63 and Octave Notes 10) and 100% refund of the non-Lehman related products(Octave Notes 6).

In SCB purchaser confimation forms, these structure products were printed as Low risk and my risk profile was also changed to low-to-medium risks by the bank officials days later two times with later date(while all other times I were asked to leave these space blank during mailing) even thru I filled out these forms as low risk during purchasing with relatives (and later date called by the bank to sign another blank form again ) or with mailing each once.

I also had given these informations to HKMA high level officials during the Constellation Notes meetings last time (not today) months ago with Legco member Kam Wai inside HKMA discussion room.

However , there were no true collaterals in Octave Notes and Constellation Notes and these products should not be even low to medium risks. There are system frauds on Shanghai Commercial Bank wealth mangement system.

I also mentioned to the bank that I could accept less than 100% refund from the bank if the bank could give informations of how they were mislead by issuers that these were low to medium risk products. There were others victims in SCB that had bought Constellation Notes before that they had signed similar agreement so the victims can sue DBS later on with part of the money refunded by SCB.

Why there are no investigations by SFC of Lehman Brothers related products that were not minibonds by SFC. Sources from police tell us that then enforcement division of SFC never investigate about bank frauds except External Relations division of SFC is responsible for cover up of bank misselling frauds:

Dear Mr Wang,

Re: Bank selling Lehman Brothers related products
We refer to your email of 31 August 2010 regarding the captioned matter. We have noted and recorded the contents of the information provided.

Thank you for writing to us.
Yours sincerely,
External Relations

Minibond sales trial begins for BOC manager


Minibond sales trial begins for BOC manager

Diana Lee / Standard

Friday, November 26, 2010


A banker yesterday went on trial for the fraudulent selling of structured products linked to Lehman Brothers - the first such case in Hong Kong.
Cheung Kwai-kwai, 47, who was the Bank of China's personal financial services manager, denies nine counts of fraud and inducing others to invest HK$5.12 million and US$215,000 (HK$1.67 million) between February 2005 and February 2008.

The six complainants, aged from 40 to 78, were a car mechanic, proprietor of a trading company, part-time security guard, retired vegetable hawker and retirees.

Only one of them had a secondary school education.

The prosecution claims they were persuaded to buy the minibonds when they renewed their fixed deposits or used other bank services.

The proprietor was identified as Lau Ka-yiu who invested HK$3 million for the Constellation Series 56.

The first witness was Siu So-chun, 62, a retired Po Leung Kuk maid who has known Cheung since 1990 because her son attended a kuk nursery.

According to senior public prosecutor Jonathan Man Tak-ho, Cheung handled Siu's fixed deposits.

He alleged Cheung twice persuaded Siu to purchase Minibond Series 17 and 34, respectively, for US$30,000 in February 2005, and US$35,000 in January 2008.

She assured her they were secure investments and principal-protected.

Furthermore, the interest rate was higher than a fixed deposit.

Siu was not informed the products were related to Lehman Brothers, the court heard.

"When she said the principal was guaranteed, I thought it was safe," Siu testified. She has since been compensated for her losses.

"I told her `you don't need to show me the document, I believe in you.' I knew her for so many years, nothing went wrong previously," Siu said.

The prosecutor alleged some of those who purchased the minibonds were told they were low-risk products "similar to fixed deposits but with a higher interest rate."

Cheung was also accused of making false representations that the minibonds belonged to entities such as HSBC, MTR Corp and Coca-Cola, and that customers could only lose one-seventh or one- eighth of the principal invested if any entity went wrong.

Two university witnesses will testify that the minibonds and the minibond Constellation Series were credit-linked notes and not principal-protected, and investors could lose part and possibly all of their investment.

The 20-day trial continues on Monday before Judge Garry Tallentire.

Banker goes to trial over minibonds

Banker goes to trial over minibonds





By Fu LeiChina Daily

The first bank staff member to go to trial on accusation of misleading her clients into purchasing Lehman Brothers minibonds appeared Thursday in the District Court.

Cheung Kwai-kwai, 47, was charged with coaxing her clients to invest a total of about HK$6.8 million in the structured products, linked to Lehman Brothers between 2005 and 2007 when she was a manager for personal finance with the Bank of China

Hong Kong Limited.

She had pleaded not guilty to all nine counts of fraudulently or recklessly inducing others to invest money.

The Hong Kong unit of the Bank of China was the biggest distributor of the securities in the city. The bank sold over HK$10 billion to retail investors since 2003, according to the Hong Kong Monetary Authority.

The bank has offered to pay more than HK$3 billion to investors holding the securities of failed Lehman Brothers, almost half the total compensation extended by 16 Hong Kong banks in a deal brokered by the city’s securities regulator.

A majority of Cheung’s six clients, aged between 40 and 78, haven’t completed secondary school. Three are retirees.

A 62-year-old retired female cleaner testified Thursday morning she had known the defendant for more than a decade. She said Cheung had gained her trust after brokering funds and fixed-term investments for her.

Cheung was alleged to have asked the retiree to put up $65,000 for a low-risk, high-interest and principal-guaranteed investment in 2005 without informing her she was buying Lehman minibonds.

The bank placed Cheung on compulsory leave in April.

A conviction would carry a maximum fine of HK$1 million ($128,882) and seven years imprisonment.

The court will continue to hear the case next Monday. The trial is expected to last for 20 days.

Three staff members of the bank have been arrested in relation with the sale of the structured products.

A 33-year-old ex-assistant manager of Dahsing Bank was sentenced last week to 200 hours of community service after she

admitted forging a signature of her client to buy securities worth HK$200,000.

The purchase, however, had been given verbal agreement by the client who did not have a chance to sign before the deadline.

HK$6.8 millionThe amount of money the accused BOC bank manager, Cheung Kwai-kwai, coaxed her clients into investment

>HK$10 billionThe amount of securities the BOC HK has sold to retail investors since 2003

Minibond investors misled, says prosecutor

Minibond investors misled, says prosecutor

A bank manager appeared in court yesterday accused of misleading six investors, some barely educated and retired, to buy HK$6.8 million of Lehman Brothers minibonds.

Cheung Kwai-kwai, 47, a former personal financial services manager at Bank of China (Hong Kong), pleaded not guilty in the District Court to nine counts of fraudulently or recklessly inducing the victims to invest money between 2005 and 2008, violating the Securities and Futures Ordinance.

Senior prosecutor Jonathan Man Tak-ho said that Cheung misrepresented to the victims the minibonds were "principal protected", "of very low risk" or "highly secured" while experts said the products were complicated structures whose principal - the sum invested - was not protected, meaning investors could lose all of their money.

The alleged victims are now aged 51 to 78. Three were retirees when they were induced to buy the products, the court heard on the first day of the trial.

Their losses after the US investment bank's collapse in September 2008 ranged from HK$200,000 to HK$3 million, Man said. Five of the six only finished primary school.

Cheung is alleged to have told some of the investors that the products were linked to "big companies" which had strong financial backing.

Man said Cheung told the investors the minibonds were credit-linked to the People's Republic of China, Standard Chartered, Citigroup, Coca-Cola Enterprises, HSBC Holdings, IBM, McDonald's, Hutchison Whampoa, the MTR Corporation, Sun Hung Kai Properties and Swire Pacific.

She told some that they would not lose their principal and represented to others that they would lose it only if all the linked companies collapsed.

Cheung told one of them that "if one of the ... companies closed down, Hong Kong would be in dire straits", Man said.

She told another investor that a minibond was better than a fixed bank deposit because the interest rate of fixed deposits fluctuated and was low whereas minibonds guaranteed a high and fixed interest rate.

She also said buying the minibonds meant lending money to the linked companies.

Man said the victims trusted her. He said one alleged victim, security guard Fong Kwok-tung, 62, had made clear that he did not want to invest in high-risk products. Before he agreed to subscribe HK$50,000 Cheung had told him he would "definitely" get his principal back after 6?years.

Giving evidence, retiree Siu So-chun, 62, said Cheung told her that generally there would not be any problem with minibonds. She said she told Cheung: "I trust you."

Siu said that between 2005 and 2007 she invested US$65,000 in minibonds which Cheung never told her were related to Lehman Brothers.

She will continue her evidence, before Judge Garry Tallentire, on Monday

SCMP

The SFC Lehman Minibond Report and Banks' Responsibility

The SFC Lehman Minibond Report and Banks' Responsibility concerning BOCHK and Shanghai Commercial Bank.

Here is the comments on the“SFC Lehman Brothers Minibonds Incident Report" from J.L. which I knew for last two years together with my experience in banks' misselling of Minibond, Constellation Notes and Octave Notes:

We request Legco Lehman Incident Investigation Committee to investigation issues and questions presented here to SFC officer, Banks and HKMA officer during the committee's investigation.

The key issue with the Minibond is not about if it declared “it is principal protected”. The key issue is about the misrepresentation and omission of the true nature and risk of the so-called “Minibond”. If a person bought a share of HSBC, and later found out that he actually owned an option related to HSBC stock price. Can the seller claim its innocence because the “option document declared that it is not principal protected”?

- (a) The Report failed to identify the fact that many (if not all) Minibond Prospectuses had consistently given misleading information, omitted material risk in the following aspects: credit linked with 7 reference entities or credit linked with 7+MANY (over 100) reference entities; Synthetic CDO criteria and risk;

- (b) The Report failed to identify the fact that banks did not provide minibond buyers with complete information, i.e. banks did not make adequate disclosure of relevant material information about minibond.- (d) The Report faile to identify that Banks’ due diligence was at faulty (to say the least).

- (c) The Report's obversation in Section 16.3.1 and 16.3.2 was inadequate. The The Report's Section 16.4 did not reveal the understanding of banks staff which is one of key issues associated with Minibond Sales.

It is not uncommon for banks to find all the possible loophole even lame excuse to protect their own interest. The Government must try its very best to protect the public's interest, especially when public does not have much legal way to challenge banks. The Government should not join banks in finding all possible loophole and excuses to hide the truth of minibond sales, while in the name of for the best interest of Hong Kong as Financial Center. When banks made mistakes, the damage could be over billions of dollars, the damage could affect possibly tens of thousands family in Hong Kong, the damage would shock people’s trust on banks and affect banks’ image to the world. A thorough investigation on the minibond sales is also to protect the Hong Kong's reputation as a financial center in the long term.

1. A few extract from the Report.
- In the Section “2.2. Regulatory Structure”, it states “2.2.1. (...) disclosure and suitability. The first of these is the responsibility of SFC - to ensure that, based on the information provided by the product issuer, sufficient information is disclosed in the product documentation by the issuer to enable a reasonable person to make an informed decision. “.
Can we assume that ‘a reasonable person’ here refers to persons who are not credit derivative product experts such as 黃元山,迷宗?

- As reported in the news,
“證監會行政總裁韋奕禮表示、證監會角色並非要監察投資產品價格是否穩定、而是要確保所批核之投資產品,有全面市場披露”

- SFC’s William Pearson said “ (……) We are seeing more complicated products come on to the scene, but I think as long as the disclosure is clear, accurate and not misleading, we will be happy to see that carry on”, as in the Asian Structured Products Review 2005, (http://www.pacificprospect.com/downloads/asian_structured_products_review.pdf

2. Minibond Series #19, #21-#23, and #25-#36 have Synthetic CDO as collateral. Some earlier series (#12, #15-#18) probably have Synthetic CDO collateral too.

The Prospectuses Misled on Credit-Linked to 7 Reference Entities

But I never remember that I heard any mentioning of CDOs during the sales of Minibonds series 20,21 inside Shanghai Commercial Bank in 2005 and later around 2006 in telephone on Octave Notes 6, and I just used the search engine and found out that only starting in Minibonds series 22 that CDOs were mentioned in prospectus. I read about CDOs in 2006,2007 and the news were mostly negetive news for CDOs were related to US housing mortgage being packaged into CDOs, and so I alway believed CDOs were very high risk products.

But Bank of China should knew about these CDOs as collateral as they rated all Minibonds, Octave Notes and Constellation Notes as high risk and Bank of China and other China banks had been involved with CDO products trading for years with others investment banks in US. BOCHK also had bought a lot of corporate bonds related to US housing markets.


3. The Prospectuses prominently stated that minibond was credit linked with 7 well-known reference entities. A Synthetic CDO consists of CDS with MANY other entities. By choosing Synthetic CDO as minibond collateral, it means that minibond’s value is also decided by the credit risk of its collateral’s portfolio holding. The prospectuses never clearly stated the fact that the Minibond is in fact credit linked with “7 plus MANY Other (undisclosed)” reference entities The prospectuses failed to discloses where the risks truly lie, failed to meet SFC’s “Clear, Accurate, No misleading” requirement.

The Report quoted the declaration of “not principal protected” in “16.3.1”. But the Report failed to notice the fact that the Prospectus (page 9) stated “Are our Notes principal protected? Our Notes are not principal protected: if a credit event happens to any one of the 7 reference entities before the maturity date, you will lose part, and possibly all, of your investment.”. As a consequence, the prospectus successfully let retail clients into believing that to believe that the prominent “Credit linked with 7 reference entities” was the condition for the “not principal protected”. In other words, the minibond’s principal would be protected if there is no credit event happened to the 7 (not “7+MANY OTHER”) reference entities. Responsible banks staff also confirmed the above understanding, either due to their lack of knowledge on the true nature and risk of the minibond, or out of fraudulent intention.


4. The Report quoted “16.3.2. Our Notes are not suitable for everyone…..Before appl ying for any of our Notes, you should consider whether our Notes are suitable for you in light of your own financial circumstances and investment objectives. If you are in any doubt , get independent professional advice.”, in defending the Prospectuses.
However, the Report failed to notice the statement made by the prospectuses in the page 10 of Series #27, Section “Who should buy our Notes? Are they suitable for everyone?” This Section started with “Our Notes are not suitable for everyone” the wile card statement, but followed up with a specific condition:
“Our Notes are only suitable for investors who are: (….)
confident that none of the 7 named reference entities will be affected by a credit event (….)”, to stress the confidence to the 7 reference entities. That is, if if you are confident on the 7 reference entities, the Notes is for you.

This was obviously misleading. A potential Minibond investor would mistakenly think that all the risk of the minibond is from the 7 reference entities.

As a result, many retail clients thought the risk of credit-event of the 7 reference entities could be tolerated, for the long lock up 4-7 years period. But, was the minibond really about “credit-linked to the 7 reference entities”? Was the minibond money invested into any real assets associated with the 7 reference entities?

The Prospectuses Failed to Explain How The Minibond Money Was Invested

5. The Prospectuses never clearly stated the fact that: An investor in the Minibond does not lend money directly or indirectly to the 7 reference entities or any of the undisclosed MANY reference entities that comprised of the minibond synthetic CDO collateral. It only stated “We use the money which you invest in our Notes to buy a package of assets.” (page 19, “What happens to my money? How can Pacific International Finance Limited pay me back?”).
A prospectus must reveal where the money will be invested into and where the interest and repayment of the principal will be coming from. The brand name of minibond and the credit linked to 7 reference entity gave retail clients false illusion that the money would be invested into debt/loans of the reference entities.

When we received call from our bank after Lehman filed for bankruptcy, many of us thought it would not be a big issue because the credit linked company were okay and the 7 companies should be able to pay their interest and repay the principal in the future.

For your information, the Prospectuses listed Definitions on many financial terms, such as “bond”, “loan”, “obligation”, many more on the credit rating and the 7 reference entities credit rating. But it never lists “CDO” / “Synthetic CDO”.

The Prospectuses Failed to Disclose Collateral’s Reference Entities' Criteria

6. A Synthetic CDO collateral is comprised of CDS with totally unknown number of reference entities, usually with the lower-rated tranches bearing more of the risk than the higher-rated tranches. A AAA-rated Synthetic CDO usually consists of tranches with debt at rating category varying from AAA to CCC.

Plenty of credit rating information on the 7 reference entities was disclosed. But there was no credit rating information disclosed on the reference entities that comprised of the synthetic COD of the minibond collateral.

The Prospectuses should be at least able to disclose criteria range or guideline on the criteria for selection of the reference entities. Such disclosure would help readers to assess the average portfolio credit quality and the possibility of default event in the portfolio, e.g.:
-number of reference entities or the number range;
-the portfolio credit rating distribution ratio; e.g. how many /if any entities will be below CCC; how many will be between BBB/BB or below BB-; etc.
-the intended portfolio's industry concentration rate.

The Prospectuses Failed to Disclose the Collateral's Default Event Impact

7. A Synthetic CDO could experience 100% principal loss with less than 5%-10% default event in its portfolio reference entities. The default event impact to the principal loss was never mentioned in the Prospectuses.
There was no mentioning on the impact of default event to related principal loss, e.g. 7th default->100% principal loss, out of 100 reference entities.

The Prospectuses obviously did not provide “sufficient information” as stated in SFC’s report. The prospectuses obviously did not meet SFC’s “Clear, Accurate and non misleading” requirement either. Instead, the prospectuses consistently omitted material fact and gave misleading statement, so that a reasonable person would not be properly informed of the true nature and risk of the Minibond.

Banks Provided Minibond Buyers with Incomplete Information

8. SFC failed to notice the fact that banks did not provide clients with all the minibond relavant information. “The Minibonds are secured collateral and swap” as defined by The Report “16.2”. The CDO collateral information thus held the most important details on the Minibond, because the collateral was not a conventional AAA-rated bond. The dimished collateral value also proved the criticialness of such collateral information. The prospectuses were only part of the minibond information. With the collateral information, Minibond buyers would have a (2nd) chance to have a look at what was really in the minibond, and thus to assess the true nature and risk of the Minibond, especially when banks failed in their due diligence.

Detailed Information about the collateral, including evidence of the rating and the terms and conditions of the collateral, usually would be available prior to the issue date. Banks should have requested after offer closed. Banks should have sent such CDO collateral information documents /or notice of such documents’ availability to minibond purchasers. Banks are required to disclose relevant material information to clients.

Bank’s Due Diligence Was at Faulty

9. Banks should have cautioned their clients about the risk related to the Synthetic CDO collateral. Banks should also have requested the minibond issuer to disclose related CDS information (e.g. CDS reference entities name and credit rating, percentage of portfolio held in each credit rating category, the relationship of reference entities' default rate to the consequent principal loss percentage, etc.). We contend that, instead of exercising due diligence, the Bank in fact collaborated, we would suggest fraudulently, with the minibond issuer, hiding the risk of the Synthetic CDO from the bank's retail clients, with the objective of increasing the sale of the minibonds.
- It was never pointed out to us that the minibond was not invested into any debt / loans / bonds issued by any of the 7 reference entities and that the minibond's underlying collateral CDO's key asset was CDS with many entities.
- It was never mentioned or explained to us that a "AAA-rated CDO" or "AAA-rated Synthetic CDO" was not the same as a "AAA-rated" bond. It was never explained to us what was a “AAA-rated CDO” or “AAA-rated Synthetic CDO”. It was never explained to us what a CDO is comprised of and what kind of risk a CDO may have.
- It was never mentioned or explained to us that a "AAA-rated Synthetic CDO" may not invest into any debt/loan/bond at all. Nor that a AAA-rated Synthetic CDO usually consists of tranches with debt at various rating categories from AAA to CCC.
- We were never told that the most important feature of a synthetic CDO is the tranching of credit risk.
- We were never told that the Synthetic CDO's value is decided by the credit risk of its portfolio holding. Nor that the minibond's collateral would consist of CDS with many entities which could be in various rating categories from AAA to CCC.
- It was never mentioned or explained to us that a “AAA-rated Synthetic CDO” could have an average portfolio credit quality at BBB/BBB-.
- We were never told to be aware that the minibond was, in fact, not only credit-linked with the 7 reference entities, but also credit-linked with many other entities.
- We were never told that there was no detailed information being provided on the Synthetic CDO's CDS entities & entities' credit rating, no information regarding the Synthetic CDO portfolio's industry concentration percentage, no information on the impact of the number of default event of portfolio to the principal loss (e.g. 5%-10% default event could result in 100% principal loss, etc.). We were never told that the minibond's value would be greatly affected by the default event of underlying Synthetic CDO's CDS entities.
- And we were never told that the default event or the credit rating change of all the entities included in the CDS of Synthetic CDO collateral is critical to the value of the minibond collateral.

Banks and Banks staff Breaching Code of Conduct ?


10. The Report wrote “16.4” listed a few risk mentioned in the Prospectuses.
- (10.1) Did the SFC ever check how many banks staffs were actually aware of all the risk listed in the “16.4” and explained all of them to their clients at the point of sale, other than the credit-event of the 7 reference entities and no liquidity / long lockup period?
- (10.2) The Report wrote “2.3.1 "..... Intermediaries were still under an obligation pursuant to the Code of Conduct to explain the nature and risks of the product they were selling and ensure it was suitable". Does SFC consider that giving “the credit-event of the 7 reference entities and no liquidity / long lockup period” would be sufficient for briefing clients on the true nature and risk of Minibond?
- (10.3) The Report wrote “2.5.2. The Code of Conduct also imposes obligation on intermediaries to ensure their staff are properly trained and supervised”. What was SFC’s finding on this?
- (10.4) Should banks / banks staff’s Honesty and Fairess, Care to their Clients be defined as:
"For a complex credit derivative product like the minibond, the responsibility of Bank's sale staff is limited to: passing the Issuer Prospectus to the client when being requested, and to tell the minimum information to clients, even if the minimum information could be misrepresenting and misleading on the full picture of the product”?
- (10.5) Although Minibond holders signed the minibond purchase form which has one item as “confirmed to have received Issuer Prospectus and Secured Continuously Offered Note Programme”. Most (if not all) minibond holders received the Issuer Prospectus only (if they received any prosectus), had not received the Secured Continuously Offered Note Programme at all. As a matter of fact, banks staff did not mention the Secured Continuously Offered Note Programme to most (if not all) of the minibond buyer.

On the last and final part, in the court case of Judicial Review of 16 banks buyback of Lehman Minibonds cases, the defense lawyer of SFC had pointed out that SFC had done throughout investigation of BOCHK before settlement. So all the above items should be throughly investigated by SFC and found that there were problems occurred during the sales of Minibonds before settlement were reached by SFC and BOCHK on minibonds saga. And these informations should be used by CCB during court hearings concerning SECURITIES AND FUTURES ORDINANCE - SECT 107.



contact: minibondVictim@gmail.com
張貼者: A Minibond Fraud Victim. 於 1/12/2009 and updated by JW in 2010.
標籤: Disclosure, Fraud, minibond, SFC, Synthetic CDO

2010年11月24日星期三

中銀女主任售雷曼涉誤導

http://hk.myblog.yahoo.com/hanhoco/article?mid=7346

CHEUNG KWAI KWAI (張瑰瑰)
BOCHK
欺詐地或罔顧實情地誘使他人投資金錢的罪行
Offence to fraudulently or recklessly induce others to invest money

http://hk.myblog.yahoo.com/hanhoco/article?mid=7352
一 名 47 歲 中 銀 女 經 理 , 否 認 9 項 以 欺 詐 或 魯 莽 手 段 , 隱 瞞 實 情 , 誘 使 他 人 投 資 金 錢 的 罪 名 。

控 方 透 露 , 案 中 涉 及 6 名 受 害 人 , 年 齡 由 40 歲 至 78 歲 , 5 人 是 小 學 教 育 程 度 , 一 半 已 退 休 。 他 們 在 05 至 07 年 期 間 , 到 中 銀 辦 理 定 期 存 款 時 , 職 員 介 紹 迷 債 產 品 , 形 容 為 低 風 險 、 高 息 和 保 本 的 債 券 , 結 果 全 部 受 害 人 將 定 期 轉 作 投 資 迷 債 。

Offence to fraudulently or recklessly induce others to invest money

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2010年11月23日星期二

Octave Notes

Full story published in the South China Morning Post

The fourth part of a series on financial products and practices takes a look at Octave Notes

Octave Notes, the worthless structured investment product du jour, are making the news lately. The issuers and marketers of the notes are no doubt feeling the pressure as the prospect of another round of mini-bonds style protests brews. We’ve all read that unfortunate investors have lost their money on these things and that they were a bit riskier than everyone might have realized, but what exactly is an Octave Note.

You may have read that these things are impossibly complex and in some ways that’s true. To describe each Octave Note specifically I would need the entire newspaper, and that would be disappointing to everyone who wants to read the news or check their horoscopes. But the basic structure that governs this and a lot of other similar products I can describe pretty simply.

This product falls into the broad category of “credit-linked-notes”. Credit linked notes are, or at least were, a very popular derivative dreamt up by the same people who bought you the accumulator, the asset linked deposit and the mortgage backed security. By this I mean, very clever and very wealthy bankers who probably no longer have jobs.

A credit-linked note (CLN) in the present context is basically a credit default swap packaged into something that looks a bit like a bond. This is how it works: an institution, called the Issuer, creates the CLN with a load of paper and agreements and special-purpose companies in tax-efficient jurisdictions. The Issuer then offers investors a solid interest rate, say 3 per cent a year for five years. Investors buy the CLN from the Issuer and look forward to sitting back and collecting interest.

The institution then does two things. First it puts all of the money from investors in a safe place, usually by purchasing a bond or some other security from a highly rated entity, like a government. This will yield a small interest and, assuming nothing goes wrong in five years, will be available to repay the investors' principal.

Then the important bit. The Issuer will sell a credit default swap, or CDS, on a riskier credit. The credit default swap will pay a premium to the Issuer that, together with the interest received on the highly rated security, is then available to the Issuer to pay interest to the investors.

The CDS is the real crux of the CLN. The way the CDS works is this: if the Issuer sells a CDS to Alanson Bank for HK$100 worth of, say, Citigroup debt, the Issuer is basically selling Alanson Bank an insurance over that debt. If Citigroup defaults on this debt, the Issuer will have to pay Alanson Bank HK$100. In return for writing this insurance, Alanson Bank will pay the Issuer a CDS premium, like an insurance premium.

When the CLN is created, the Issuer sells a CDS for the full amount that investors have put in, thus placing the entire principal at risk.

Suppose I create a CLN that promises 3 per cent annual interest. I ask a few local banks to market it for me and I manage to raise HK$2 billion. I then buy HK$2 billion worth of US government bonds that pay 0.5 per cent interest per annum. That does not get me to 3 per cent, so I will sell a CDS to Alanson Bank for HK$2 billion worth of Citigroup debt.

In this case, Citigroup is called the "reference credit". The CDS premium that I get on the HK$2 billion of Citigroup debt is 4 per cent. I now have 4.5 per cent interest per year available to distribute to my investors, although because I will pay commissions to myself and my distributors, I will still be paying investors only the 3 per cent I promised.

If all goes well, at the end of the CLN term, usually five years, I will return the HK$2 billion to my happy investors. However, if something goes wrong with the Reference Credit, there is a slightly different outcome.

If Citigroup defaults on its debt, Alanson Bank is effectively entitled to claim on the CDS and require me to pay it the entire HK$2 billion I sold the CDS for. I have HK$2 billion in the form of US government bonds, and so all I have to do is sell those and give Alanson Bank the proceeds. That leaves nothing for the investors.

Under the rules of the CDS, once I have paid Alanson Bank the HK$2 billion, it will give me the Citigroup debt, and that might be worth something. So the CLNs will not be worth zero, but probably not much more.

So through the Issuer, investors are really selling a CDS and earning higher interest than they would by simply buying a highly rated bond.

There can be various layers of additional complexity. Quite commonly, there is more than one reference credit, or when the reference credit starts to look shaky (called a "credit event"), the Issuer can simply sell the CDS to a third party and wind up the note, at a loss to the investors.

A characteristic of these things is that the only entity taking any risk is the investor who buys the CLN. This is not unusual for retail finance products, but in our CLN example, the Issuer could be a subsidiary of Alanson Bank. Instead of buying a US government bond, it could buy an Alanson Bank bond, and the CDS it sells could, and probably would, be for debt that Alanson Bank itself holds. All in all, a good deal for Alanson Bank.

Now I imagine that if an investment adviser suggested a product to me that has half-decent interest, where my principal is invested in a high-credit-quality security, and with a link to a reference credit that sounds reasonable, I would probably be interested. But if it was described as me pooling my money together with a bunch of other investors and selling a credit default swap, I think I would be a bit more cautious.

In the case of the Octave Notes, we are well past that. In certain series, a credit event has taken place in respect of the reference entity, the high-credit-quality asset has been sold, and investors are left with whatever the CDS or the insured debt is worth, generally not much.

There is a point I want to make about these kinds of investment. The documents prepared by the Issuer are generally indecipherable unless you are a finance professional. Even then you would not be able to tell if the return on the CLN matches the underlying risk without access to real-time data on the CDS market.

The only way I can imagine average investors will be able to understand the risk of a credit-linked note is if their investment adviser can explain it. It was some time ago when these things were explained to their unfortunate purchasers and we will never know what went on. But I would hazard a guess that not many investors came out congratulating themselves on having bought exposure to the now infamous CDS market.

ALAN ALANSON

金融海嘯肇因投行商銀錯誤結合 - 信報 - Sept 22, 09

金融海嘯肇因投行商銀錯誤結合 - 信報 - Sept 22, 09


金融海嘯一年了,雷曼迷債遺下的爛攤子還在。政府入市只是在延續資產泡沫。低息環境帶來信貸泛濫和過度投機的問題根本沒有解決。早前跟幾個舊同事吃飯,一位已轉職私人銀行,是真正的私人銀行家,不是賣迷債的理財顧問。

我 說,全球股市復蘇,年尾花紅當有指望。她訴說,天下烏鴉一樣黑,近來都在應付橫蠻無理的賴賬客。她的客戶,全是大老闆、大跨國公司高管或財監,特別是後 者,對外滙炒賣甚或衍生工具哪有不懂之理。對私人銀行來說,每個客戶投入的本金大,是絕對有誘因和值得為客戶詳盡解釋產品風險,以及為每單買賣指令錄音。 她每次都做足工夫,但對家總是輸打贏要,大孖沙們更有能力找來律師跟他們周旋到底,在各項檔、結單上鑽牛角尖,跟1998-99年樓市崩圍後出現大量踢契 的情況不無兩樣。

思維與文化格格不入
伊 人問我為何在《信報》行文站在雷曼苦主一方,又說當天雷曼還有A2評級,有誰能預知她倒下?她一路都以為迷債是一般的ELN,是所掛鈎股票和雷曼本身的信 貸風險,怪不得誰。我再重複論述,她才知產品複雜,第一風險其實是背後的合成債,而且銀行涉嫌不當銷售,才認為這種產品大戶一定不買,她也不會賣。

投 資銀行創意澎湃,富向險中求,只因她們不能收取公眾存款,法例對他們的股東資金要求沒有商業銀行那麽高,可盡用借貸槓桿;更大部分時間只負責設計和包裝產 品,不用坐盤或只提供短期過橋貸款就散貨離場。他們的思維與文化,跟傳統商業銀行和一般小投資者所要求的,可說格格不入。

這十多二十年,投行模式主宰金融市場,佔盡世間資源如人才精英、媒體報道、資訊平台等。回頭再看,除了是海嘯源頭,更影響實體經濟。英國金融業管理局主席Adair Turner就說:「銀行某些業務對社會而言,是沒用的」。於我看來,這源自投行和商業銀行的錯誤結合。

按 傳統學說,銀行是儲蓄戶和實體投資者的橋樑。一存一貸,業務簡單直接,但同業間的拆息成本公於人前,再加市場競爭,利潤微薄可想而知。賓架是故保守,只因 利錢低,一次失手,就真所謂贏粒糖輸間廠。但這正好吸引了偏向保守的小存戶,他們信得過賓架不會亂來,可託付一生積蓄也。

資訊不均 坐大有因
投 行找來商業銀行行銷他們的產品,除了看中她的零售網絡外,也可說是利用了小投對賓架的信任。真正私人銀行交易金額大,值得花資源為每單交易解畫。零售銀行 賣的理財產品,相對是婆仔數,靠密食,那有能耐做足瞭解和解釋產品的工夫。零售銀行只求銷售佣金,又錯信投行或根本不想花時間瞭解產品,就出事了。且看迷 債後,矯枉過正,在銷售一些雲呢拿產品(行內語,簡單沒變化之謂也)如東亞中國的人債,也要花上一個小時為顧客解畫,結果不少朋友認為太麻煩而放棄認購, 這又真阻礙了市場的正常運作。

本報論壇有羅壇友偏愛 Joseph Stiglitz 的資訊不均理論,這理論正好道出投行坐大之因。資訊不均,買家掌握的一定不比賣家多。融資和投資市場也如是。金融學有云,誰能提供更多有用資訊予投資或籌 集資金者,就可勝過市場,更上一層樓。銀行在公司上押上貸款,投行入股,對局外人是信心的引證,有利股價;銀行融資為客戶增值,也可多賺一點。但如上所 說,成本透明,借貸息率都是同業拆息加若干點子,底牌給人看清了,競爭下又如何能多收。投行產品不同了,搞多一點變化,又是對沖風險,又是套戥或鎖定未來 利潤,更可游走各國法律灰色地帶來減免稅項等,真是數之不盡。後來就是設計各種衍生產品,愈複雜,愈難明,跟市場其他產品不同,資訊就可全掌握在我手中, 就能賺盡當中利潤了。且看迷債,5厘賭滙控(005)、和黃(013)不會破產,好像挺吸引。實情是苦主真正的投資,那些合成債(買時都不知錢原來是用來 買這些CDO)的回報都給雷曼取去了。這回報究竟有多少,現在也沒有人告之。

要投行增加給予客戶的資訊,令投資產品更透明,應是正本王道。但產品日新月異,怕是監管者也跟不上
。業界也一定有保留,商業秘密、絕世好橋怎能胡亂公諸天下。既然投行或投資產品跟一般零售業務格格不入,考慮把兩項業務分開也應是正確之道。

Posted by 迷宗

銀行理虧 應全數回購迷債 - July 6, 2009

銀行理虧 應全數回購迷債 - July 6, 2009
筆者第一和第二篇在《信報》發表文章都是寫迷債,至今超過半年了。先有新鴻基證券和凱基證券百分百退款予苦主,現有中銀賠償60%的建議。雖在法律上沒有判決誰對誰錯,也說明了理虧在何方。

從一開始,整個銷售安排都是隱瞞着迷債的真正結構,怪不得到現在,還有很多人包括財金官員都認為,如雷曼不倒,天下就無事,況且雷曼當日還是A+評級的。先讓筆者再簡單的解說這批迷債來糾正誤解。

其 實,迷債真的是一批公司債券,但不是由雷曼發行的,而是由那間空殼公司Pacific Finance 所發。雷曼並無給予擔保,法律上更做到無任何股權瓜葛。一間空殼公司發債來做什麼?對不起!他們從沒有清楚地告訴小投資者們,只說小投資者借給它的錢還有 三A級CDO作抵押!有抵押,看來真不錯。

其實,它是用你的錢去買那些無實質資產作支持的 CDO。這CDO又是什麽來的?跟誰買?對不起!市場千變萬化,空殼公司當日不能作實告訴你,要待集資完結,把握到好時機才去買。這等同授權給它任買,只 要買的是三A便可。空殼公司每年給你五厘息(36系列),而三年後有無錢還,就看這批CDO造化了。簡單來說,這跟買高風險基金並無兩樣。現在大家都知這 些CDO是什麼了,原來還有很多都是雷曼自己發行的。也就是說,如CDO市場崩潰,就算雷曼不倒,小投資者都要虧本。最近大摩的精明債出事,就是如此。

轉移視線刻意隱瞞
只 看上面,你會買迷債嗎?一般人都不認識CDO,每年回報又只有五厘,根本不合風險回報比例,當然不會買!雷曼就來一招轉移視線,把產品來個包裝,就是跟小 投資者們買個credit default swap(CDS)。在36系列中,他先選了七間本地大銀行、大藍籌,說如任何一家出事,我雷曼就充公你們小投資者在 Pacific Finance 的債權,你就從我雷曼手上接過那家出事公司的債務。

這招真管用,使人覺得是在冒大藍籌的風險而收五厘息,頗吸引!其實,CDO 的風險從沒轉移,還是在小投資者頭上。但大家知否那些CDO的回報又怎會只得五厘?雷曼成功把高風險的CDO賣予小投資者,就只付那可憐的五厘息,而 CDO的高回報就保留給自己,奸狡吧?但這是商業社會,你情我願。要害之處是他們隱瞞了上面的安排。怎隱瞞呢?

在宣傳單張上,只有三個重點 大字標題:3年期,5厘息,本金與7大公司掛鈎;再加大備注:不保本,就是這樣。對於CDO的交代,真是小之又小,更在小標題上把它變為空殼公司給你的抵 押品之一,只在那些小字(fine-print)中才短短說出替投資者買CDO和CDO也是風險所在的事實。就算在正式的銷售檔, Issue Prospectus 中開始的十多頁,都只是大篇幅談那七間大公司的背景、評級如何,七間大公司出事時小投資者會有什麼損失。對CDO的敘述,全在文件的中後半部,篇幅也小得可憐。這樣,你就先入為主以為迷債只跟七大藍籌掛鈎了。

又且看正式的銷售檔怎樣作最後的推薦,說迷債適合哪類型投資者(第11頁):

1. 滿足收定息者(講了等於沒講);

2. 對七大藍籌充滿信心者 (轉移視線);

3. 不介意未到期空殼公司也有權提早贖回迷債者;

4. 願意承受虧本風險者,而在七大藍籌出事或迷債被提早贖回時就最易虧本。

何時要提早贖回,其一就是CDO債務人不能依時還款予空殼公司。但這裏沒說清楚,更跟七大藍籌風險混在一起,胡混過關。這是什麼產品推銷策略?是否蓄意把真正風險埋藏?

筆者初看檔時,也不知CDO的風險並非賣回給雷曼,要一直看下去,看到放在附件中的CDS合約本身才知道,此風險還是留在小投資者身上。此合約又真是非常「專業」,即是全部艱澀英文,要行內人細心閱讀才能明白。筆者有一次跟David Webb 討論此點,連他也看錯了。

銀 行本身又怎去推銷?筆者一直從事企業融資,但多年前在上一間銀行工作時,也應零售部老總要求,幫他們向大孖沙們推銷類似產品。生意人重利錢,沒有兩三個開 的,都不會冒險;迷債只有五厘,我說不可能的。零售部只一路說這是藍籌低風險,正就是上面那幾個重點,還有叫我們打人情牌。我們不久就停止銷售,只因回報 不吸引,無人問津。

銀行有責任作盡職審查
不 過,就從無人向我們解釋過背後有CDO的安排。銀行有市務發展部和法律合規部,應是來支援作前線的營銷營業隊。為何當時無人能解讀迷債?是雷曼在刻意隱 瞞?是銀行零售管理層只追求佣金而不盡職審查和瞭解產品?還是一般商業銀行,特別是零售部,根本就沒有經驗和專業知識去理解日新月異的財資產品?
銀行實在 不應單單提供一個零售網絡予投資銀行向公眾行銷。

在資訊永遠分配不均的現實下,銀行有責任作盡職審查,提供公正分析予一眾缺乏這方面知識的 小投資者。今次迷債事件正正暴露了這結構性問題。求佣金利潤,沒錯,但卻沒有足夠專業知識和監管去制衡。銀行與客戶之間的互信已全部消失了。雖然筆者也是 從業員,但幫理不幫親,銀行不全數回購,說不過去。

有朋友問,三A的CDO,也是三A,跟一般的三A公司債有何不同?這個筆者去年也寫過, 這裡篇幅有限,不能再重複了。簡單的說,替公司評級,主要看他的生意前景,是實在的。CDO不是單一公司,是一個組合,有一大群債務人,除了看大經濟環 境,更看重的是這一大幫債仔之間每人的財務變動會否影響他人,又或加多一個債務人會否抵銷另一個的風險,從而降低整個組合的風險。這是統計學上的co- variance問題,也是基金組合投資的基本理論。

看似科學,實則很多時跟現實脫節。筆者賣過賭氣溫的天氣衍生產品,煤氣公司、滑雪場買 來對沖,但個個就是怕冬天不夠寒冷無生意,怎有人來接他們的「冷盤」?不也是一般的投資基金。但為何他們不是投資在財務,而是投資天氣衍生產品?理論上, 天氣跟財經產品上落的 co-variance 是零。把天氣買進基金組合裡,是絕對有優化作用的。數是這樣計,但此產品在港行不通,就是脫離現實,沒實體,風險真是計算不來。CDO風險,評級也如是。

Posted by 迷宗

迷債 III - 雷曼清盤人惡人先告狀 - 12月8日信報.

迷債 III - 雷曼清盤人惡人先告狀 - 12月8日信報. 正是, 君不见, 雷曼豺狼天上来。 倚天出,屠龍至,要你奔溜祖家不復回!《偷自李白,将进酒!》
上周五雷曼清盤人竟敢來律師信說本港錢莊不可回購迷債,只因那些合成債(CDO)按CDS協議或什麼美國破產法,是他們優先的。先不說回購本身是對還是錯。美賊的說法簡直是惡人先告狀,荒天下之大謬。筆者小小一個在中環混飯吃之金融丐幫弟子,周末晚就在網上指出美敵錯處。人家上我光明頂叫陣,為何任金剛、陳總舵、和幫主、曾教主、蔭公霸王全不敢披甲應戰,殺退那班番幫嘍囉?立會護法更是幫不了忙!慶幸還有本地法律派已熟讀迷債步法,周六即出法律意見,助教主退敵。

混水摸魚強阻回購計劃
CDO是發債人(PIF)給迷債苦主的抵押品,也同時押予雷曼作為CDS合約中的抵押。雷曼關門,雖則CDO市價已跌,卻是現在整個迷債交易中唯一尚有價值之資產,清盤人就混水摸魚來強搶。還有,他們當想對手是散戶而不是本地銀行,就來阻止回購的計劃!

一件抵押品押予多人,不是奇事。大家都是普通有抵押債權人,權利均等,權益平分,四海皆然,哪有美法大過英法?嚴格來說,苦主是貸款人,對PIF的債權已不用再明證。你雷曼卻須證明PIF在CDS合約中違約,才有權跟他拿那些CDO去抵你損失。美幫第一招式已敗!

清盤人惡人先告狀,再敗第二回合。文件中清楚列明,你雷曼破產,CDS合約即終止,大家來計分手費(Termination Fee)。如何計?不同情況,不同計法,複雜非常。就只談今次雷曼清盤的算法。如是雷曼不能履行CDS中的責任(其中之一就是付那5厘息)或破產,就由PIF去計這分手費。怎計,就是PIF要去市場另找對手代替你雷曼位置;但市場已變,PIF要維持她原有的利益,可能要付上更高代價,甚或已再找不到對手。由此種種所引起的損失,就是你雷曼要付我的分手費!還談什麼對CDO的抵押權。用香港人熟悉的例子,就是樓宇買家無故「撻訂」,不肯完成交易,業主就可先「殺訂」,再告你違約,追你差價和賠償。你還哪裏有權過來釘我樓契、侵我產權、取我財產呀?詳細招式,請看步法第一卷(Issue Prospectus)第三十一到三十三頁!

第三回合。現在是你雷曼幫會被滅門,PIF是完全獨立的開曼群島公司,還安在。苦主持的是PIF債券,不是你雷曼的公仔紙!你老美破產法只可管你雷曼的剩餘資產,哪來理據管我PIF資產和苦主權益?雖則人盡皆知PIF原是你雷曼操控的私生子,但法律上跟你已再沒有任何血緣關係,她也沒有破產。你雷曼不是股東,地位就是跟苦主一樣,只是債權人,憑什麼要來分PIF的資產?不是強搶是什麼?除非你能證明PIF已違那CDS合約,才有權充公那些CDO。

迷債債主將變成本地銀行
不過現在是你雷曼違約在先,是我抄你雷曼家才真。是你清盤人服務我PIF,幫我登記排隊收錢!要分我CDO,也就要看本子辦事,即上面談的CDS合約和其他相關協議,而不是美國破產法,優先次序請看迷債步法第二卷(Programme Prospectus)二十九至三十二頁!既然CDS合約已終止,就是我先抄你家,何況你現在連債權人的身份都沒有了!更根本就是剛說的,PIF健在,沒違約,你美幫叫什麼陣?

決戰紫禁之巔!我本港銀行跟苦主回購,是正常不過的二手買賣。我們是回購迷債,不是回購那些CDO。就是你雷曼還堅持對那些CDO有抵押權,也要跟法官說為何你已大敗了三大回合還冤魂不息。我們要轉手的只是迷債,CDO還在PIF公司手中。即是說,根本不會影響那CDS合約。你雷曼如還有能力,就繼續付PIF那5厘息吧。PIF抵押予你雷曼和迷債債主的CDO還在,你雷曼的抵押權沒人動過分毫,還說什麼呀?真是眉心一劍,天外飛仙!飛去救你那三大廢鋼車廠吧!回購後唯一不同之處,就是迷債債主不再是散戶,而是有實力跟你拼過的本地銀行。對手隨時來個天蠶變變強,雷曼清盤人現在當然是攪盡腦汁來阻這回購大計!

港官事事靠律師保護
為何官員沒有膽量即時回應與美幫開戰?平時對我等小民就大罵小鬧?筆者少時真學過少林迷宗羅漢拳。師傅教落,一膽二力三功夫。不要以為只是有‘權’有火就可,真的要有真功夫!迷債爆了三個多月,怎還不熟讀那幾卷迷債步法隨時防身回應呀?好像連對迷債的基本知識都欠奉,何時CDO、那時CDS都搞不清!事事要靠律師保護,遲一兩天才出面,真的先機氣勢盡失,怎能領導天下武林英雄?真是「天外飛先」,作天上人大公關,接完神七再乘神八去吧。

莫道我這無名金融丐幫弟子以下犯上,我才是出糧餉予你者!當年我二十來歲,丐幫新打手一名,上司入院,老外大老闆就要我自己上陣會客(他又怎會落手落腳做)。憑什麼?就是guts和做足功課。就把那當年還是新事的IRS產品,賣予祖國航空公司,助其融資。再斗膽在老牌大律師行,教英國年輕律師和英國大蠱惑合夥人寫我要的法律文件。我是客戶,是給他們出糧,當要聽我這黃毛小子之話。幹完大家升職加薪。相識於微時,現已成好友。高官跟我們的關係又如何?

Posted by 迷宗

我看迷債 II ﹣刊於信報 08年11月1日

我看迷債 II ﹣刊於信報 08年11月1日
三A CDO為何會一文不值?
迷宗


讀張宗永前輩〈雷曼產品的魑魅〉,筆者獲益良多。也想從企業/商業銀行家的角度,用最淺白的方式詳談什麽是CDO。
CDO最普遍的譯名是「合成抵押債務證券」。債務如何合成?這樣的譯名其實並沒有說明它究竟是什麽。還有,雷曼和星展都跟小投資者說它們只會投資於三條A的CDO,小投資者驟聽起來,它應該像超合金機械人或高達那般威猛吧?為何今天全變得一文不值?筆者在下面分享一個多年前的本地個案,是CDO的基本步,希望有助大家明白。
話說某集團錄得巨額虧損,銀行Call Loan,危在旦夕。投行想出經變身的 Mortgage Securitization 好橋,助該集團舉新債還舊債,還有餘錢落袋!不過,集團實際上只有幾件二三級寫字樓和商場,本已盡當予多間錢莊,租金現金流不夠還債。這條合成橋好在哪裏?

CDO基本步
首先,把物業轉到一間表面獨立的空殼公司(對,又是空殼公司),作價就由新造的一單一按揭票據貸款來支付,並償還那幾間舊有銀行的債務。集團就此脫身,不再受債務糾纏。
之後,這批物業如何招徠新銀行和投資者呢?先把草擬的貸款分為多個獨立部分(Tranche A, B, C, D, E),各佔不同比例的按揭成數和還款優先次序。比方說,物業估值100億元,Tranche A 只是20億元,有事要變賣物業時,得款要先還給A。換言之,按揭率是超低的20%,一旦有事,收樓變賣都不會虧本,之後找來評級機構來評一下,三條A唾手可得。這樣既吸引新銀行,又可降低借貸利率。
至於Tranche B可能是30億元,有事的話排第二分錢,可得AA級。Tranche C 可是20億元,排第三,BB級吧!之後是Tranche D、Tranche E等,如此類推,低至垃圾級。最後有所謂 Mezzanine Tranche ,跟股東資金差不多,不佔抵押品,分錢排最後,沒評級,但息率回報最高!世上就有很多財務機構,因內部和監管機構規定,一見評級就「落塌」;也有好息之徒,偏好垃圾或閣樓貸款來小賭怡情。
這樣,本來快被舊債主充公的物業,忽然變為有評級的優質按揭資產。CDO的原理也一樣,但它是由多個這樣的借款人和相應的抵押品組成,即多個類似上述的產品打包在一起。抵押品也不一定是物業,可以是大家現在非常熟悉的次按(就跟我們本港這個案例差不多)、信用卡貸款組合、汽車貸款組合等。若要做三A的CDO,就只買Tranche A的債務票據。不過,為何三A抵押品現在要變賣都變得不值錢?請看這個本地個案的結果。

三A評級閉門造車
數字上,三A Tranche的按揭率是20%,二A者是37.5%(30/80),二B都只是40%。數是這樣計,但不要忘記,那幾個物業出租率就是不理想,收入不夠,不然集團老早有錢還,何須找投行?任你財技如何,就算投行佬「曉飛」,只要集團的實質經營手法不改善,就改不了這些商場的命運;加上物業座落地點不佳,就算神仙難變。一句到底,三A評級是那些蛋頭自欺欺人閉門造車之作,垃圾物業就是垃圾物業,無錢就是無錢!
在最初還息期,還沒有問題,勉強過關。但一年多後,很多約定表現指標如出租率、現金盈餘全部落空!即已是技術上違約(technical in default),要向債權人乞求 Waiver。到要開始還本時,當然就不夠錢!Tranche A銀行本想充公物業,受制於複雜的合約條款,不可單一行動;至於其他債主可不同意,只因他們收錢是排在A後面。你有三A又如何!於是,接着又是沒完沒了的債權人會議。最慘是很多債權人是海外基金,要夠 Quorum開會,要達成協定真是難如登天!A銀行不想再糾纏下去,心想不如變賣債權予別人離場。只是那沒完沒了的重組問題,令定價更加困難。還有那些「金融兀鷹」(distressed assets traders),他們四處飛,專收爛賬圖利,一見腐屍或奄奄一息的無助者,就俯衝而下,真是趁你病、攞你命!三A債都可壓價至一毛兩毛,是常見之事。這個案到最後,只因得助於沙士後本港經濟復甦,有老外基金高價買下物業,大家才避過一劫。

合成的合成債
一個這樣的借款人已經如此麻煩,CDO裏面就有N個這樣的借款人,有事起來就更煩人。CDO也是由一間獨立空殼公司發行的票據,此公司不只投資於一單一債務資產那麼簡單,而是買了一大堆(一籃子,a portfolio of)類似上面所說的 Securitization資產。但又如何?投資者只是CDO持有者,而非直接持有那些抵押品,這些 Securitization資產可以是沒有實物支持的,例如上述的信用卡貸款,或是任何有現金流的無形資產。最先進者,莫過於另一種CDO,即那些CDO2。這合成的合成債,N次方後就真是廁所香,迷惑人於無形!更不要提那些投資於CDS的CDO,這種CDO不是持有實體債務,而是提供信貸保險,即收保費,承保例如雷曼之不倒,倒了就收一宗壞了的雷曼債務,CDO自己再去告雷曼收數。總之,千變萬化,數之不盡,愈說只會愈亂!
現在次按「爆煲」,經濟下滑,就算CDO本身投資的債務沒事,按時還款,但價值已跌,你要賣給人都要被壓價。就如借貸人即使繼續供樓,但樓價已跌,可能已是負資產。如那CDO有雷曼成分,例如其中有由雷曼發行的債務或提供對沖,就更不堪想像了!
Posted by 迷宗

我看迷債 ﹣刊於信報 08年10月20日

我看迷債 ﹣刊於信報 08年10月20日

2008年10月20日雷曼迷債沒有列出的真相
迷宗


筆者在各大小錢莊負責企業融資超過二十年,眼見各媒體對雷曼迷你債券都沒有正確報道。筆者讀畢其issue prospectus和programme prospectus,並嘗試用知識拆解它的謎團(系列 36)。不過,筆者要提醒大家,雷曼迷債還有很多資料是沒有在該兩本說明書列出的。

前陣子,有銀行前線銷售員工打電話到電台,說雷曼是大金融機構,有良好評級,甚至優於很多本地銀行,因此去年他們一直用雷曼這塊招牌去招徠生意,只是沒有人能料到他會倒下來。事實上,這批銷售員並不了解此產品。這也難怪。結構性產品根本是企業融資或專業賭徒的專門工具,一般人根本難以理解,遑論參與。

回報小風險高
其實很多人到現在還不知道,雷曼根本不是借款人或擔保人。在整系列的迷債中,雷曼都只是安排行,透過一間表面獨立、沒有任何關連的空殼公司Pacific International Finance Limited(PIF),去買一些抵押債務證券(CDO)。不過,雷曼非但沒有發任何擔保給小投資者,更甚的是,雷曼機關算盡,把所有CDO的利益都拿走了,風險就全留給散戶,而報酬就是那區區的5%年息!換言之,即使雷曼目前還健在,按現在的CDO市場,迷債仍然是虧本的。且看下面分解。

1.雷曼利用一招信貸違約掉期(CDS),以低廉息口(港元5%、美元5.5%),透過PIF借(實際上應是拿)小投資者的錢去投資一些CDO,然後抵押予散戶。散戶在到期還本日有沒有錢收,就列明要看這批CDO的造化。

2.PIF代散戶用CDS,以5%的代價,把CDO一切利息收益轉讓予雷曼。

3.不過,這CDS只是掉換利息不換本,即CDO的擁有權還在PIF,即散戶的手中。就是說,CDO價格的下跌風險仍由小投資者一力承擔,如在迷債到期時,這些CDO在PIF收回或賣得多少,散戶就收多少;就算金額不及原來的本金,也不關雷曼的事。

4.一旦這些CDO期內有什麽冬瓜豆腐,即如CDO發行機構破產或不能履行合同,小投資者便要承擔損失。也就是這樣,PIF把這些CDO賣得多少,散戶就收多少;還有,散戶也要付予雷曼提早中斷CDS的termination fee(分手費,計算方法極為複雜,暫且按下不表)。

從上面看來,迷債徒有債券之名,表面上,散戶好像是借了錢予PIF。實情是,散戶透過PIF投資了一些CDO,但CDO的收益,PIF已幫散戶在與雷曼簽的CDS中,以五厘息讓與雷曼。不過,這些CDO本金和違約風險,仍然是散戶的!還有,迷債無論有什麽問題,PIF都只賠散戶那些CDO和其跟雷曼CDS訂下的權益。PIF其他的資產,散戶無權拿,也即是說,散戶也沒有權利把PIF清盤。筆者明白此舉原意是保障其他投資者,用來作為不同系列的防火欄(ring-fencing),即系列36有事也不會影響其他系列1至35 。但此等細節事前肯定無人告知散戶,現在便變成了PIF的金鐘罩。但話得說回來,PIF根本是一間空殼公司,那裏還有另外的資產還錢予散戶?看過上面的條款,散戶還怎麼說此等迷債是普通的債?完全是委託投資。

那麽,那些CDO又是什麼?章程可沒有詳細透露,只知是火箭專家設計的產品,有3A評級。但產品章程這麽空泛,連買什麽都不知道,銀行又何以推薦予公眾呢?

吊詭之處就是,在CDS中,CDS訂下的信貸違約參考機構,全是本地大藍籌或知名大銀行〔中電(002)、滙控(005)、星展、港鐵(066)等〕。雷曼說,如任何一間參考機構發生了違約事件,不能償還他們自己的借貸(不是散戶的迷債,因他們跟散戶和迷債完全沒有關係)或破產,散戶就再沒有那五厘息了;散戶也要把持有的CDO拿出來,與雷曼交換那個已出事機構的債務,即壞債(實情是那筆壞債到時再定!)。還有就是,如散戶的CDO已跌價,就要在散戶要收那些壞債的價值中,扣回有關差價。

轉移散戶視線
這似乎很公平、很吸引。中電、滙控、港鐵都關門大吉的話,香港和我俱可休矣。這樣的話,收五厘息可真是差不多。但且慢!散戶可能忘記了(或不知道)自己是投資一些高風險的CDO,而非借錢予PIF或任何由雷曼擔保的機構。散戶面對的第一風險不是中電、滙控、地鐵倒閉,而是CDO。雷曼成功轉移了散戶的視線,散戶連買什麽CDO都不知道,就「中招」了。

筆者上世紀九十年代便開始向本地和跨國企業或半官方法定機構銷售結構性產品。大致上團隊可分為兩組人,一班是設計產品的火箭專家,全是銀行祖家總行的老外;另一班就是本地的客戶經理,主要是把產品微調再包裝,以符合客戶和本地法例要求。打個比方,火箭專家負責設計賭局(賭具和賭法),筆者等推銷員就裝修賭場,以符合法例要求和吸引客人,並向他們解釋產品。
做文件時,客戶和銀行都要另聘律師,把整套文件從頭看到尾,翻來覆去,歷時兩三個月也是等閒事!除非散戶是業界中人或專門做金融合約的律師,否則根本不可能看得明這些文件。

現在,雷曼的火箭專家設計或看中了一些CDO,就利用CDS再加上本地推銷員的財技,盡拿這些CDO的好處。不過,雷曼並不留下或承擔風險(無擔保、無舉債),更不用為PIF的融資入賬(在CDS訂下的付款責任只按加權方程式入賬),真是機關算盡,合法並合理(如小投資者一早認清並接受這種結構的話)。

條款公平與否?是商業決定,是當事人的判斷。但有否誤導?誰在誤導?讀者自己下結論吧。很多基本資料如投資者買什麽CDO,又或CDS下面收什麽壞債,都並沒有說清楚,這是否公平呢?還有,結構性產品根本是給專業投資者的,而非普羅大眾,他們哪有能力和時間看那些法律文件?他們也不可能找律師幫忙,因為收益只有5厘,抵銷不了律師費。就算雷曼沒有倒閉,這些迷債(CDO)根本是超高風險,買了輸光的機會也是超高。

最後,迷債投資者投資前,其實應問一問下面幾個問題,而答案全是負面。
1. 散戶跟誰賭?
在迷債中,是空殼公司Pacific International Finance Limited,雷曼沒有任何擔保。

2. 賭什麼?
在迷債中,是CDO和CDS兩項投資。最慘是散戶不知那些CDO是什麼,CDS怎計算也不大清楚。

3. 最後回報?
只有5厘息,還要承擔上面的不明風險。

上面的問題,其實毋須什麼專業知識也懂得回答,不然,那些推銷員就是無知和誤導了!
Posted by 迷宗

一批雷曼苦主昨到證監會投訴,要求刑事檢控違規銀行。-錢莊-搜狐博客


Heading:政監條例107報案時件簿

政監會無法律上的理由,無常識的理由,去拒絕我們依據107條例報案的,除非政監會能說出我們接受的合理理由,否則我們一定繼續堅持在政監會報案,反正我們已經行了兩年零三個月,我們絕對有耐性與政監會玩舖勁。

一批雷曼苦主昨到證監會投訴,要求刑事檢控違規銀行。-錢莊-搜狐博客

香港國際金融詐騙中心
http://www.facebook.com/video/video.php?v=1689938534923&comments

2010年11月22日星期一

Barclays Transfers From Lehman May Have Violated Securities Law, SEC Says

Barclays Transfers From Lehman May Have Violated Securities Law, SEC Says
By Linda Sandler and Joshua Gallu - Nov 23, 2010 1:01 PM GMT+0800
LinkedIn More
Business ExchangeBuzz up!DiggPrint Email .Barclays Plc got two transfers totaling about $1.3 billion from Lehman Brothers Holdings Inc. in September 2008 that may have violated securities laws, the U.S. Securities and Exchange Commission said.

The U.K. bank got $769 million in securities held in the Lehman brokerage’s reserve bank account, and $507 million in assets listed as a debit item in the brokerage’s customer reserve, when it bought defunct Lehman’s brokerage, Lehman Brothers Inc., the SEC said in a filing yesterday in U.S. Bankruptcy Court in Manhattan.

The transfers would violate securities law if they increased the deficiency in the accounts, “and LBI would not have sufficient funds to satisfy all claims of the remaining customers,” the SEC said.

The SEC’s filing comes amid a bankruptcy court trial of Barclays, which is accused by Lehman of making an $11 billion “windfall” on its purchase of the brokerage.

“The sale transaction that was disclosed to the court was based upon false premises from the very outset,” Lehman’s lawyer, Robert Gaffey, told U.S. Bankruptcy Judge James in a court filing yesterday that is his last chance to sway the judge.

Peck may rule on Lehman’s yearlong lawsuit against Barclays in January or February, said lawyers in the case.

The case is In re Lehman Brothers Holdings Inc., 08-13555, U.S. Bankruptcy Court, Southern District of New York (Manhattan).

To contact the reporters on this story: Linda Sandler in New York at lsandler@bloomberg.net; Joshua Gallu in Washington at jgallu@bloomberg.net.

To contact the editor responsible for this story: David E. Rovella at drovella@bloomberg.net.
.

萬人報案 證監廢話

Is HKSFC covering up banks' misselling frauds :

The complaint of Bank of China misselling frauds of non-Lehman related Octave Notes to SFC and these are the reply from HKSFC:

"We refer to your complaints .

If you had acquired your Octave Notes from Bank of China Hong Kong Ltd (BOCHK), BOCHK has agreed to review all complaints in relation to the structured products under the Special Enhanced Complaint Handling Procedures (ECHP).
If you have not resort to the ECHP, please take your concerns to BOCHK. If you have resorted to the ECHP and aggrieved with the outcome, you can take the matter to the HKMA or seek legal advice.
"

What is HKSFC meant by quoting ECHP procedures for all structure products, these are not ordinance as HK people are talking about the carry out of
SECURITIES AND FUTURES ORDINANCE - SECT 107
Offence to fraudulently or recklessly induce others to invest money

CCB of HK police has taken action in investigation on the sales persons of BOCHK and HKSFC should also taken actions to investigate about breaking of laws of BOCHK managements that have deeply involved in setting up and assist their staffs to carry out these crimes up to now. This is HKSFC duties to carry out the ordinance under law of HK for HK banks such as Bank of China but not to protect the banks against breaking of HKSFC ordinance. These matters should also be investigated by HK Ombudsman office of SFCHK actions as HKSFC is also controlled by HK Governemnt Finance Department.

Bank of China were selling CDOs/CDS to customers and these facts are hidden against the speech of all HK government top officials during 2008 up and up to now that no US housing market products were sold in these structure products in Legco hearings.

Lehman Brothers investors take action

南華早報
Lehman Brothers investors take action

A group of Lehman Brothers investors will start making reports to police from today of being allegedly duped by banks more than two years ago into buying investment products which brought them severe financial losses. A spokesman for the Alliance of Lehman Brothers Victims, said it would take about a month for the 400 investors to report to the police. Patsy Moy

2010年11月21日星期日

雷曼苦主發動接力報案


雷曼苦主發動接力報案

【本報訊】兩年前金融海嘯帶來的影響仍在。約300名購買了雷曼兄弟迷債的苦主,昨日下午在銅鑼灣舉行集會,批評當局過去兩年沒有盡責處理好相關的投訴,令他們的血汗錢白白付諸流水。苦主代表指,由今日開始會每日發動不同雷曼苦主到警署報案,指摘銀行職員的失實陳述令小市民購入迷債慘成苦主,要求當局檢控銀行及有關職員。

「還我公道一定得」、「還我血汗錢」,一眾苦主昨日在銅鑼灣東角道行人專用區的集會上,表示仍相信公理,認為監管當局應為各苦主取回公道和金錢。身患肺癌的苦主潘先生,早年在渣打銀行購入50萬元迷債,現時「一毫子都唔番」。潘先生因身體太虛弱要留醫,其好朋友葉小姐代表他說出對銀行的控訴,「苦主打過去渣打問賠償,職員好冷血咁話要錢就搵社署,唔好搵我,真係激死」。另一苦主趙女士說,用作買迷債的50萬元「棺材本」已盡失,不幸因而患上輕度抑鬱,一周有五天失眠,「o依家最想就係番本」。苦主代表指,今日會先發動苦主到警察總部報警,再到證監會投訴,希望當局關注他們問題。

2670個案無紀律行動

金管局本月中表示,就收到的近2.2萬宗雷曼相關投訴個案中,超過99%已完成調查工作,包括逾1.4萬宗個案已達成和解協議。不過,有2,670宗因表面證據不足或缺乏足夠理據,當局不會採取紀律行動。

雷曼苦主報案


雷曼苦主大聯盟昨日舉行「萬人報案大行動」誓師大會,約有三百人出席。聯盟引用《證券及期貨條例》第一○七條指出,以失實陳述誘使他人投資,即屬犯罪。苦主們不滿警方沒有獨立處理個案,所以今日起將發動苦主每日分批到證監會和警察總部報案。

2010年11月20日星期六

JPMorgan Is Lehman's Next Deep-Pocket Target After Barclays Trial Finishes

http://hk.myblog.yahoo.com/hanhoco/article?mid=7294

Lehman Brothers Holdings Inc., whose $11 billion suit against Barclays Plc is drawing to a close, is going after JPMorgan Chase & Co. as the next deep pocket to pay creditors in the biggest U.S. bankruptcy.

Lehman Wins U.K. Case Over $1.5 Billion in Securities

http://hk.myblog.yahoo.com/hanhoco/article?mid=7293

Bankrupt Lehman Brothers Holdings Inc. reached a settlement in a derivatives dispute with billions of dollars at stake that divided courts in the U.S. and the U.K.

2010年11月19日星期五

Regulation: Emerging from the minibond minefield

By Ben McLannahan in Hong Kong

Published: November 15 2010 23:18 | Last updated: November 15 2010 23:18

Visitors to Hong Kong’s financial district don’t have to wander far to be made aware of an inglorious episode in its recent history.

Demonstrations outside some bank branches are a legacy of the “minibonds affair”, in which tens of thousands of retail investors bought HK$20bn (US$3bn) of credit-linked notes that collapsed in value after Lehman Brothers imploded two years ago.

Protests have continued even after last year’s government-brokered settlement between holders of the notes and the banks that sold them.

That ensures the spotlight remains on Hong Kong’s unusual regulatory structure, where four main regulators govern four sub-regulators.

At its core, the structure is simple: a firm’s legal status – bank, broker or insurance company – determines which regulator is responsible for supervising its activities, from both a financial stability and consumer protection perspective.

But as institutions have strayed on to each others’ patches, gaps in supervision have opened up. Minibonds, for example, were investment products (approved by the Securities and Futures Commission) sold by banks (overseen by the Hong Kong Monetary Authority).

“The current situation is a mish-mash of overlapping responsibilities,” comments David Webb, a governance activist.

“There’s a strong case for a more consistent approach to the licensing, distribution and selling of financial products.”

Some have recommended that Hong Kong consider adopting a so-called “Twin Peaks” approach, similar to Australia’s, which allocates responsibility for prudential regulation and conduct of business regulation to two separate agencies, APRA and ASIC respectively.

Rather than tear up the structure, however, local regulators have simply resolved to do their jobs better.

“The lesson we all learnt from the minibonds affair was that to improve investor protection, we needed to improve the co-ordination between the HKMA and the SFC,” says KC Chan, chair of Hong Kong’s Financial Services and Treasury Bureau.

“All regulatory models were tested by the crisis, and all failed in some way,” adds Martin Wheatley, chief executive of the Securities and Futures Commission. “More important is how we’ve responded.”

Among the SFC’s changes are: a requirement for products to be accompanied by a simple “key facts statement,” and a new entitlement to a five-day cooling-off period, during which investors can be refunded almost in full if they decide to change their minds.

The difference between Hong Kong and some of the jurisdictions that are revamping their regulatory structures – such as the UK and New Zealand – was that – minibonds apart – there were few debits on Hong Kong’s ledger.

The HKMA slashed the rate at which it was prepared to lend emergency funds to banks, while easing collateral requirements. Meanwhile, the Deposit Protection Board extended its guarantee to cover 100 per cent of accounts.

The linked exchange-rate system with the US dollar, meanwhile, helped smooth trade frictions.

Hong Kong came through the crisis without big corporate failures and no failed lenders.

That is not to say that anyone should take for granted Hong Kong’s position as Asia’s premier international finance centre.

There are some obvious improvements to be made: the listing rules administered by the stock exchange, for example, lack the statutory backing of many other jurisdictions, while the listing regulator sits within the for-profit Hong Kong Exchanges and Clearing – an obvious conflict of interest.

But modifications can be made. “Change for change’s sake is painful and costly,” says the SFC’s Mr Wheatley.

.Copyright The Financial Times Limited



REGULATORS


Hong Kong Monetary Authority (HKMA) Runs currency board; manages reserves; regulates banks.

Securities and Futures Commission (SFC) Regulates exchanges, brokers and fund managers; authorises prospectuses; oversees disclosure.

Mandatory Provident Fund Schemes Authority (MPFA) Regulates retirement savings scheme.

Office of the Commissioner of Insurance (OCI) Regulates insurers.


SUB-REGULATORS

Stock Exchange of Hong Kong Limited (owned by Hong Kong Exchanges and Clearing Ltd) Regulates listed companies, under the oversight of the SFC.

Hong Kong Federation of Insurers (HKFI) Operates the Insurance Agents’ Registration Board.

Hong Kong Confederation of Insurance Brokers Regulates insurance brokers under the approval of the OCI.

Professional Insurance Brokers Association Regulates insurance brokers under the approval of the OCI
.

要詳細了解「雷曼事件在港」的來龍去脈

要詳細了解「雷曼事件在港」的來龍去脈,殊不簡單,因它涉及層面廣泛,包括「產品條款」,「銀行銷售手法」,「監管當局對產品審查的準則」,「法律條文等」。在此我們先從雷曼苦主背景說起。

雷曼苦主背景
跟據「雷曼苦主大聯盟」www.lbv.org.hk的網頁資料提供,香港的雷曼苦主約共48000人,年齡由三十歲壯年至九十歲年紀老邁的長者,有拾荒為生的小存戶,退休人士,千萬的富戶和機構,牽連非常之廣。

雷曼債券及產品
坊間現時有不少人士,對雷曼苦主存有偏見,指出他們只是「輸打贏要」。當投資出現虧損,便作出無理聲討。本人並沒有深究他們的動機,反而嘗試去了解那些雷曼產品條款。

雷曼債券及產品約分10大種類,當中最人所共知的是「迷你債券」(Mini Bonds),「星展星債」(Credit Linked Notes),「精明債劵」等。相關產品債劵的非常複雜,涉及的是7至8間較知名的企業,再配以100-121間指定企業的衍生產品,包括「債務抵押債券」(Collateralized Debt Obligation)和「信用違約掉期」(Credit Default Swap)。發行人會定出不同條款,給予投資者報酬或要求賠賞損失。

雷曼產品還有「蜜源」、「神洲」等基金掛勾票據 (PROFUND NOTES),這些票據是跟某指定基金,每年的表現掛勾,派發特定息率。

買入以上產品的投資者,實則是跟債劵發行人「對賭」。發行人給予投資者報酬的條款苛刻,報酬多設有上限。反之投資者面對的損失,最多可以為「全數本金」。

苦主誤信銀行和監管機構
面對「低回報、高風險」的不平等條約,為何苦主仍會購買這些產品?據了解,他們當初買入這些雷曼產品時,是因為不少銀行前線銷售人員,以「定息,保本」等語帶「安全」性質的字眼來銷售,令苦主誤以為這是低風險的金融產品。部份銷售人員更對產品的認知不足,在銷售說為是「直接投資在相關公司的債劵上」。

最重要的,苦主當初信賴銀行和香港金融監管機構,認為他們在容許相關產品銷售前,應對它們作出風險評估、檢測,以保障投資者利益。

因此,許多雷曼苦主「在不知真相」的實情下,才會購入雷曼產品。個別苦主更以畢身積蓄買入,為的只是獲取穩定的利息收益,從沒想投機炒賣,以及要面對龐大、甚至全盤損失的風險。

雷曼苦主面對銀行的「3D政策」
不少雷曼苦主指,初時面對追討損失時,最困的地方是指證銀行錯處。因為銀行絕不會輕易將自己不利的資料,提供給苦主,令苦主舉證時有困難。當苦主跟銀行交涉時,銀行會採取「3D政策」。

首先是「Denial」拒絕(承認過錯),接著是「Deferred any claim」延遲賠償,最後是採取「Defense」辯護。「3D政策」的重點是要跟苦主作「持久戰」,希望他們知難而退,或是進早跟銀行作出妥協。這點對平日需要忙於「為口奔馳」,或是年事已高苦主最為有效。

《證券及期貨條例》第107條
那麼現時雷曼苦主欲要追討損失,是否苦無對策。原來在法律上,根據《證券及期貨條例》第107條,任何人為引誘他人作投資的協議,而作出任何欺詐的失實陳述或罔顧事實的失實陳述,即屬犯罪,可處罰款一百萬元或入獄七年。定義該條法例的罪行有兩個關鍵詞,“欺詐”及“罔顧實情”。當中”罔顧實情”在法律層面上,只要肇事者客觀上造成某種後果,就被認定干犯某項罪行。例如,酒後駕駛造成他人生命財產傷害,肇事者只要被證明是酒後駕駛,就會被定罪,而毋須證他有否蓄意對他人有”某財害命”的動機。

作為銀行或證劵行,在銷售金融產品前,需由其內部法律與規管部(Legal and Compliance)進行內部檢測,列明產品風險,亦只能向合資格的投資者銷售。在銷售過程中,絕不能作出誤導、欺騙性份。就「雷曼事件」上,相關的銷售銀行把高風險的產品,賣給「表明只能承售低風險」、「年事已高」的投資者。明顯是不當行為。把問題歸咎於香港金融監管機構、評級機構、發行人、甚至是投資者身上,是不負責任的做法。

證監會出現的「監管問題」
據證監會投資產品科前高級經理高秉忠,於2010年1月向立法會雷曼事件調查小組的作供中指,自2002年本港引入問責制後 (當時的財政司長為梁錦松,財經事務及庫務局長為馬時亨),港府經常對證監會的工作「指手劃腳」,加上由港府委任的證監會執行董事,如歐達禮及張灼華等人剛上場不久,對監管不熟悉之餘,卻要爭取表現。結果令一向專注金融監管的證監會,淪為主力服務港府及配合市場發展的部門。他又稱,在港府壓力下,證監會高層不下一次要求員工提供「快見成效」(Quick Wins)方案,以回應港府的要求。最佳例子為,證監會前主席沈聯濤多次繞過部門主管,直接要求投資產品部的同事,提供Quick Wins方案,以回應港府的要求。他認為證監會高層如沈聯濤,是在港府驅使下,要求證監會跟隨當局的方向,例如要求基金經理多發展新投資產品以搞活市場等,但這並非證監會的重點職能。

高氏的作供,顯示當時證監會因受到港府部份人士的干預,而偏離專注金融監管工作,產生「監管問題」,所以在事件上,證監會和政府亦責無旁貸。

金管局對銀行違規從寬
2009年7月,證監會、金管局及16家分銷銀行達成協議,分銷銀行會向合資格客戶(不包括例如「經驗投資者」)回購雷曼兄弟迷你債券(下簡稱「迷債」),相等於本金的六成至七成,後者只適用於65歲以上的客戶。

這個回購協議不代表參與的分銷銀行或批准及監管銀行銷售雷曼相關產品的證監會和金管局承認任何疏忽或錯失。回購的產品亦不包括以雷曼兄弟作為參考機構的信貸掛鈎票據(下稱「信貸掛鈎票據」)及由雷曼兄弟安排發行的股票掛鈎票據(下稱「股票掛鈎票據」)。

可惜的是,有關方面對雷曼產品有否涉及人為錯失,欲隻字不提。來自金管局於本年3月25日發表的「處理雷曼兄弟相關投資品投訴」的統計資料中,近3000宗投訴被裁定為違反金管局紀律中,金管局曾公開說過,它只是負責調查及在投訴成立時,決定處分銀行,但它沒有權力要求銀行作出補償。

金管局是掌管銀行牌照的「生殺大權」,向銀行作出最嚴厲的處分,可以是吊銷牌照。既有者「尚方寶劍」在手,金管局雖沒有權力直接要求銀行作出賠償,但卻有絕對權力向銀行施壓,為苦主出作合理補償。這點,是否突顯金管局未有全力維護投資者利益之餘,過於對銀行違規從寬?

雷曼事件最新進展
最近立法會調查雷曼迷債小組委員會,於10月5日首次傳召中銀香港高層,包括總裁和廣北作出公開研訊。席間和廣北表示,中銀香港在2003至2008年期間銷售「高利率」的雷曼迷債及其相關產品時,是基於市場需求,加上當時雷曼信譽良好,在滿足客戶投資需求下分銷有關產品。和氏又指,中銀香港就雷曼迷債評級為高風險產品,主要是因為迷債是不保本的投資工具,但卻有固定回報。至於其名稱則為發行機構提供,亦經過監管機構同意,而中銀香港沒有就名稱與相關機構探討。另外,中銀香港的零售銀行及其他部門高層的策略委員會,在審批時都明白抵押品的內容,故不存在被誤導的問題。

據和廣北的說法,中銀香港在銷售雷曼產品,是基於「市場需求」。當和氏指,該銀行不存在誤導(投資者)問題,大家又會否認同?

現時立法會議員以甘乃威、涂謹申、余若微、葉劉淑儀對雷曼苦主的支援最為積極。部份苦主更成立「雷曼苦主大聯盟」,於網上定期向外發怖雷曼事件最新發展,和對求助的苦主作出支援。

總結
雷曼事件的出現,暴露了香港投資者欠缺保障,監管制度上仍有很多不足之處。雖說香港貴為國際金融中心,但離國際金融中心「標準」,差距甚遠。本人希望事件最終能夠解決,眾苦主能獲得合理賠償外,外界能還他們一個公道。

資料參、鳴謝
「雷曼苦主大聯盟」網頁www.lbv.org.hk、王岸然和王永平先生於「明報」及「信報」關於雷曼事件的署名文章、以及跟本人面見,提供寶貴資料的幾位雷曼苦主,多謝他們的支持和幫文,原成這篇文章。

Terry Leung

2010年11月17日星期三

Hong Kong bids to be global finance hub

Hong Kong launched a campaign Monday to promote itself as a global financial hub and derivative products misselling center.

http://hk.myblog.yahoo.com/hanhoco/article?mid=7271

2010年11月15日星期一

"people report action" Securities and Futures Ordinance" Section 107

Press Release - Lehman Victims Coalition

Lehman bitter Members will attend Sunday "people report action" oath-taking rally!

Lehman Victims Association (Alliance of Lehman Brothers Victims) On November 21th (Sunday), East Point Road, Causeway Bay (Causeway Bay MTR Station D3 Exit) held a "people report action" oath-taking rally, at least a thousand people are expected to attend. This is the aggrieved party to unite all the victims to revive the morale and the importance of actions taken to another peak of activity, please be sure to attend the rally to support Lehman (Please wear black clothes) rally.

The "people report action" oath-taking rally, the ultimate goal is to be able to launch ten thousand Minibond Lehman victims under "Securities and Futures Ordinance" Section 107, to Police Headquarters and the Commission for the crimes report.

Alliance in the swearing-in ceremony have hold a few weeks before the General Assembly a series of talks, has called for more than 500 victims to became the first informant, and continue to contact other victims to join in. Alliance will report daily to send a certain number of people, prepare a statement of all, many victims in the solidarity of the door to "the Securities and Futures Ordinance" at 107 report, ask the police and all the independent Commission to open the case.

Alliance to remind victims during reporting to exercise their civil rights, and joined forces to monitor the progress of investigation, about the manner of the Government severely dealt with financial service, but also on social justice, this event no longer allowed to let this matter to rest.

The major goal of the oath-taking rally will help arouse awareness "of the Securities and Futures Ordinance" at 107 Article credentials justice. Ordinance states that in order to induce others to invest misrepresentation is an offense to a maximum fine and imprisonment for seven million, is a serious offense. However, Lehman Brothers Minibonds products were sold through banks, with illegal sales practices on this and yet the (mis-selling) Claimed responsibility is ignored by government. Therefore, this "action" is necessary to create civic responsibility and social justice starting, thoroughly investigated the lawless banks.

We understand that the victims were very much falled into the traps the same way as the banks after one another as banks fabricated a variety of false statements to deceive and mislead them to buy Lehman products. Two years onwards, thousands of victims have complainted to various government departments, but the vast majority of the cases are not being followed up. The Police Commercial Crime Bureau, disregard of the situation of the victims of different foes, all classified the crimes in the same report number processing, as a single case. This shows little interest in the police investigation.


Alliance believe that the Government was unwilling handled this case impartially, the event has risen to the level of justice, so regardless of whether victims accepted settlement agreement or not must be brave and stand to the front lines of reporters, so the culprit executed, financial regulators in Hong Kong to find out problems contribute to this case, they can also own us a fair answer. This also force the Government to re-address the root of the problem as soon as possible, to draw at the end to provide an effective solution to us.

Victims are invited to attend the rally not alone, but also bring along their families and informed others to come for those who did not attend the seminar to be present at the Lehman Swearing rally! Please spread the message, this is the best action and now is the last moment.

Lehman Victims Alliance

Plastic pipe scratches scandal in HSBC - HSBC needs police help to fend out attacks by plastic tubes ?

Framed in the previous two months ago by HSBC, a BOCHK Minibond Bank of victim "criminal damage the windows" is cancelled by police, the police said that there were no evidence to prosecute, and HK Law Department also alleged that the Bank charge is unreasonable, so the police returned the deposit to the victims, showing the plastic pipe could not scratched the "super glass" and the complaint of HSBC is ridiculous. HSBC is randomly produced false charges to waste police time while HSBC falsely accused victims, so that he suffered mental distress for these charges.

Is Hong Kong Bank still the people bank of HK? The answer is no.

I wish for the U.S. class action, HSBC should suffer a crushing defeat.

2010年11月14日星期日

A tales of two banks : Barclays & Standard Chartered

Barclays pays out over misselling to dying man

In HK, Standard Chartered Bank were misselling structure products ELN and refused to pay back bank client including Mr. Poon who is dying.


http://hk.myblog.yahoo.com/hanhoco/article?mid=7257

Lehman-backed structured products

Lehman-backed structured products misselling in UK
last updated September 2009

http://www.widerimplications.info/case_studies/wi_13.html
Structured products are essentially investment vehicles which are linked to an index or an asset class for a fixed period of time (typically three to six years) and which use derivatives to provide a return based on the performance of the asset/index over the period, usually with a full or partial guarantee of a return of capital at maturity. In the UK, they may take many different forms and structures, each of which will have different regulatory implications under the FSA's regime. Over recent years the market for these products in the UK and globally has grown considerably.

With guaranteed versions, these products offer a floor to any downside investment risk along with capped participation in stockmarket returns. The guaranteed element is generally provided by a third party and the risk of that third party not meeting its obligations is the credit risk.

At the time of the Lehman Brothers collapse in September 2008, it transpired that a considerable number of UK investors had taken out plans where either a full or partial guarantee had been provided by Lehman's.

The FSA’s response has been to conduct a review of the marketing literature for Lehman-backed structured products. This is now complete and the FSA is in the process of evaluating the findings. A further priority, which it aims to conclude as quickly as possible, is to prepare for an assessment of the quality of advice for these products. Thirdly, it is conducting an analysis of the wider market for structured products in the UK which will feed into the overall review.

In the aftermath of the Lehman's default, the Financial Ombudsman Service has received a number of complaints from investors and other parties involved in the sale of linked products. It has been investigating some cases, but the number of these is comparatively small in relation to the total numbers affected.

In the course of the regular liaison between the FSA and the ombudsman service, we agreed that implementing the Wider Implications process may have greater potential to remedy any consumer detriment, as well as potentially being able to deal with the concerns of more consumers than those who have referred cases to the ombudsman service.

Accordingly, the FSA wrote to the ombudsman service on 6 May 2009 asking it to consider deferring issuing any adjudicator views or ombudsman decisions in these cases. The FSA said it believed that this would allow it to explore all options to achieve the best outcome for consumers even though this might give rise to some delays in individual cases.

The ombudsman service responded on 7 May 2009, welcoming the prospect of a regulatory solution to these issues. It agreed to defer issuing any adjudicator views or ombudsman decisions in these cases for the time being, and to notify affected complainants and financial firms accordingly. The ombudsman service said that it would review the position in three months – in the light of progress by the FSA towards a regulatory solution.

On 13 August 2009 the FSA asked the ombudsman service to consider a further deferral, to give the FSA more time to progress its work with the aim of reaching the best possible outcome for all affected consumers. On the basis of the information available to it, the FSA believed that it would not be in the interests of affected consumers for the ombudsman service to press ahead with individual decisions. The ombudsman service responded that, in the light of this, it would defer issuing decisions - and would review the position in three months."

On 11 September 2009 the FSA told the ombudsman service that FSA had now completed enough of its work to conclude that regulatory action could take place alongside case-by-case adjudications without prejudicing consumers, and it now had no objection to the ombudsman service proceeding towards issuing decisions in the individual cases that had been referred to it. The ombudsman service is proceeding accordingly.

HKSFC and Legco should also study these :

FSA Wider Implications - Structured Products Sep 2009


http://www.fsa.gov.uk/pubs/other/fp_structured_review.pdf


FSA Expectations on Quality of Advice for Structured Products Oct 2009

http://www.fsa.gov.uk/pubs/other/qa_structured.pdf

FSA Expectations of Plan Managers Oct 2009

http://www.fsa.gov.uk/pubs/other/tcf_structured.pdf

FSA Review of Marketing Materials for Structured Products Oct 2009

http://www.fsa.gov.uk/pubs/other/fp_structured_review.pdf

Westminster Hall debate on Structured Products Marketing (easy read version)

http://www.theyworkforyou.com/whall/?id=2009-07-07b.239.0

2010年11月11日星期四

雷曼苦主-永不放棄