Regulator Details Allegations In PCCW Vote
香港证券监管机构采取不同寻常的强硬立场，要求法官驳回香港主要电话公司电讯盈科(PCCW Ltd.)的私有化计划，称在今年2月股东投票批准这一交易前，存在大规模的操纵投票行为。香港证监会周四在香港法庭上提出这项指控，这是目前为止针对电讯盈科21亿美元私有化计划的最严厉指控。电讯盈科由亿万富翁李泽楷(Richard Li)控股。电讯盈科代理律师陶德(Michael Todd)说，香港证监会滥用监管职权，编造阴谋论。负责审查电讯盈科私有化计划的高等法院法官说，她将于下周一做出裁决。电讯盈科主席李泽楷是香港商界最有实力家族的继承人。他的父亲亿万富翁李嘉诚(Li Ka-shing)掌控着一个涵盖港口房地产电讯和零售业的全球帝国。香港证监会尚未指控李嘉诚有任何不当行为。李泽楷正牵头以每股4.50港元（合58美分）的价格收购电讯盈科另外52%的股份，这一出价较去年10月首次提出的价格高出55%。但很多小股东还是抱怨价格太低了。香港证监会指控的主要是操纵投票。根据香港法律的一项特殊规定，这类交易必须在获得大部分有投票权的股东（无论其持股多少）同意后才能通过。法庭上，香港证监会律师潘松辉(Winston Poon)指控说，李泽楷收购团队中的一员袁天凡(Francis Yuen)授意富通(Fortis NV)亚洲保险公司一名高级经理把电讯盈科的股份发放给约500名富通的经纪人。如果交易获批，这些经纪人将会获益。袁天凡同时也是李泽楷的长期合伙人。潘松辉说，就在富通经理Inneo Lam买进50万股电讯盈科股份前几个小时，袁天凡与Inneo Lam进行了大量的手机通话。后来Inneo Lam把这些股份发放给了富通的经纪人。潘松辉说，袁天凡和Inneo Lam关系密切，常常一起去大陆打高尔夫球。一位代理人说，袁天凡和李泽楷拒绝置评。记者无法联系到Inneo Lam发表置评。直至2007年前，富通保险(亚洲)有限公司（Fortis Insurance Co. (Asia) Ltd.）一直是盈科(亚洲)拓展有限公司（Pacific Century Regional Developments Ltd.）的一个子公司。李泽楷正在通过盈科(亚洲)拓展有限公司对电讯盈科展开私有化收购。袁天凡是盈科(亚洲)拓展有限公司的副主席，曾负责管理富通保险(亚洲)有限公司（当时名为盈科保险集团有限公司）。潘松辉周四说，富通经纪人为他们在富通办公室获得的股份签署了授权委托书。潘松辉称这些委托书为Inneo Lam的“人造产物”，并说如果没有Inneo Lam的聪明才智，这些经纪人永远不会成为电讯盈科的登记股东。李泽楷收购团队的律师余若海(Benjamin Yu)说，香港证监会没有 凿的证据证明存在操纵投票的行为，有的只是“臆测怀疑和阴谋论”。Jonathan Cheng相关阅读电讯盈科为私有化交易进行辩护 2009-04-01电讯盈科私有化交易本周见分晓 2009-03-31港证监会令电讯盈科私有化不确定性增大 2009-02-25电讯盈科私有化方案获股东大会通过 2009-02-05 本文涉及股票或公司document.write (truthmeter('2009年04月03日12:13', '0008.HK'));电讯盈科有限公司（简称：电讯盈科）英文名称：PCCW Ltd.总部地点：香港上市地点：香港交易所股票代码：0008document.write (truthmeter('2009年04月03日12:13', 'FORB.BT'));Fortis B N.v.总部地点：比利时(Belgium)上市地点：BRUX股票代码：FORdocument.write (truthmeter('2009年04月03日12:13', 'FORSY'));Fortis (NL) N.V. (ADS)总部地点：荷兰(Netherlands)上市地点：美国场外交易粉单市场(Pink Sheet)股票代码：FORSYdocument.write (truthmeter('2009年04月03日12:13', 'PCCWY'));Pccw Ltd. (ads)总部地点：香港上市地点：美国场外交易粉单市场(Pink Sheet)股票代码：PCCWY
Securities regulators here, taking an unusually tough stand, asked a judge to reject the privatization of Hong Kong's dominant telephone company, alleging mass vote-rigging in the run-up to a February shareholder ballot approving the deal.The accusations from Hong Kong's Securities and Futures Commission aired in court here Thursday are the strongest allegations of wrongdoing to date involving the US$2.1 billion buyout of PCCW Ltd., which is controlled by billionaire Richard Li.PCCW attorney Michael Todd said the SFC, as the commission is known, was abusing its watchdog position and 'concocting a conspiracy theory.' The High Court judge reviewing the privatization said she would give her verdict on Monday.Mr. Li, PCCW's chairman, is a scion of the city's most powerful business family. His father, billionaire Li Ka-shing, controls a global empire spanning ports, property, telecommunications and retail. The SFC hasn't alleged any impropriety on Mr. Li's part.Mr. Li is leading a group that would buy out the 52% of the Hong Kong telecom company that it doesn't already own for HK$4.50 a share (58 U.S. cents), a 55% premium to when the offer was first made in October. Many minority shareholders have complained the price is too low.The SFC's case centered on alleged efforts to manipulate a vote in which, according to a quirk of Hong Kong law, a majority of voting shareholders -- regardless of how many shares they own -- had to approve the deal before it could pass.In the court, SFC lawyer Winston Poon accused Francis Yuen, a member of Mr. Li's buyout group and a longtime associate of his, of instructing a top manager at Fortis NV's Asian insurance arm to distribute PCCW shares to about 500 Fortis agents who would profit if the deal went through.Mr. Poon said a number of cellphone calls were exchanged between Mr. Yuen and the Fortis manager, Inneo Lam, just hours before Mr. Lam ordered half a million PCCW shares that were later distributed to the agents.Messrs. Yuen and Lam were close associates who often traveled to mainland China to golf together, Mr. Poon said.A representative said Messrs. Yuen and Li declined comment. Mr. Lam couldn't be reached for comment.Until 2007, Fortis Insurance Co. (Asia) Ltd. was a unit of Pacific Century Regional Developments Ltd., or PCRD, the company through which Mr. Li is making the offer for PCCW. Mr. Yuen is deputy chairman of PCRD, and ran the insurance business when it was known as Pacific Century Insurance Holdings Ltd.Mr. Poon claimed Thursday that the Fortis agents signed proxy forms for the shares they received en masse in Fortis offices, and called them 'artificial creatures' of Mr. Lam, who supported the deal and 'without whose brilliance they'd never be registered shareholders.'Benjamin Yu, a lawyer for Mr. Li's buyout group, said the SFC had no concrete evidence of vote-rigging, only 'surmise, suspicion and a conspiracy theory.'Jonathan Cheng
Securities regulators here, taking an unusually tough stand, asked a judge to reject the privatization of Hong Kong's dominant telephone company, alleging mass vote-rigging in the run-up to a February shareholder ballot approving the deal.The accusations from Hong Kong's Securities and Futures Commission aired in court here Thursday are the strongest allegations of wrongdoing to date involving the US$2.1 billion buyout of PCCW Ltd., which is controlled by billionaire Richard Li.PCCW attorney Michael Todd said the SFC, as the commission is known, was abusing its watchdog position and 'concocting a conspiracy theory.' The High Court judge reviewing the privatization said she would give her verdict on Monday.Mr. Li, PCCW's chairman, is a scion of the city's most powerful business family. His father, billionaire Li Ka-shing, controls a global empire spanning ports, property, telecommunications and retail. The SFC hasn't alleged any impropriety on Mr. Li's part.Mr. Li is leading a group that would buy out the 52% of the Hong Kong telecom company that it doesn't already own for HK$4.50 a share (58 U.S. cents), a 55% premium to when the offer was first made in October. Many minority shareholders have complained the price is too low.The SFC's case centered on alleged efforts to manipulate a vote in which, according to a quirk of Hong Kong law, a majority of voting shareholders -- regardless of how many shares they own -- had to approve the deal before it could pass.In the court, SFC lawyer Winston Poon accused Francis Yuen, a member of Mr. Li's buyout group and a longtime associate of his, of instructing a top manager at Fortis NV's Asian insurance arm to distribute PCCW shares to about 500 Fortis agents who would profit if the deal went through.Mr. Poon said a number of cellphone calls were exchanged between Mr. Yuen and the Fortis manager, Inneo Lam, just hours before Mr. Lam ordered half a million PCCW shares that were later distributed to the agents.Messrs. Yuen and Lam were close associates who often traveled to mainland China to golf together, Mr. Poon said.A representative said Messrs. Yuen and Li declined comment. Mr. Lam couldn't be reached for comment.Until 2007, Fortis Insurance Co. (Asia) Ltd. was a unit of Pacific Century Regional Developments Ltd., or PCRD, the company through which Mr. Li is making the offer for PCCW. Mr. Yuen is deputy chairman of PCRD, and ran the insurance business when it was known as Pacific Century Insurance Holdings Ltd.Mr. Poon claimed Thursday that the Fortis agents signed proxy forms for the shares they received en masse in Fortis offices, and called them 'artificial creatures' of Mr. Lam, who supported the deal and 'without whose brilliance they'd never be registered shareholders.'Benjamin Yu, a lawyer for Mr. Li's buyout group, said the SFC had no concrete evidence of vote-rigging, only 'surmise, suspicion and a conspiracy theory.'Jonathan Cheng