Connected transactions 名鑄買家有異象 關連交易要釐清

THE MASTERPIECE was built by New World Development (NWD) in cooperation with the Urban Renewal Authority (URA). When itsflats were first offered to the public late last August,their per-square-foot price reached one record high after the other. All eyes were on it then. However, ourinvestigative reporters have discovered that, of the 200 and more Masterpiece flats that have been sold, sevenare linked to NWD managing director Henry Cheng orhis uncles, cousins or children. Judging from what wehave gathered, they may have been involved inconnected transactions. However, according to whathas so far been made public, those people have yet todisclose those transactions. In our view, NWD, Henry Cheng and the others should make clarifications.Moreover, HKEx should find out what has happenedand follow the case up to ensure that the market is fair.

In replying to our enquiries, NWD group director -corporate affairs Kwan Chuk-fai said Adrian Cheng(Henry Cheng's eldest son and an NWD executive director) was bullish about the property market in HongKong and particularly fond of the Masterpiece. He saidAdrian Cheng was a connected person when hepurchased the flat in question but it was not necessaryto disclose the transaction because no listing rules hadbeen violated. As for Henry Cheng, Brian Cheng(Henry Cheng's second son and an executive directorof NWS Holdings Ltd, an NMD company) and Sonia Cheng (Henry Cheng's daughter and an executive director of New World China, an NMD company), Mr Kwan said the flats in question had been purchased not by any of them but by some companies.

NWD has a 78% stake in the Masterpiece, andHenry Cheng, Brian Cheng and Sonia Cheng hold high positions in the group. They have bought the flats inquestion through some off-shore companies. Do the transactions between them and the seller of those flatscount as connected transactions? In our view, HKEx ought to clarify this in the light of its listing rules. MrKwan's argument sounds strained to us. Were his argument correct, a director or important official of alisted company could evade the rule that connectedtransactions must be disclosed simply by having anagent act on his behalf. HKEx must urgently clarify this issue.

Furthermore, the URA has laid it down that no URA employee or any member of his family may buy any flats in any of its developments without itsmanaging director's prior written consent. Does the URA require its partners to put in place similar mechanisms to ensure that citizens have equalchances of acquiring flats in redevelopments? TheURA has failed to give a clear answer to this question.

In our view, the URA, being a partner in theMasterpiece project, ought to examine how its flatshave been sold to see if any breaches of contract havebeen committed. It needs to do so especially becauseit has said it has not found Henry Cheng's or his son'sname in the records in respect of the first batch ofMasterpiece flats put onto the market. NMD has atleast confirmed that Adrian Cheng has taken aMasterpiece flat. Therefore, the URA should makepublic a more detailed account to satisfy citizens thatthe sales were fairly effected.

A citizen's home is the biggest and most importantinvestment he makes in his life. The government has aduty to protect citizens' interests by ensuring thatmarket participants have equal chances. There havelong been problems with property sales in Hong Kong.So far the government have left it to developers topolice themselves. However, it is clear from the manyproblems that it is unrealistic to expect them tomaintain a level playing field. We believe it is time thegovernment considered regulating property sales bystatute with a view to protecting citizens' interests.

名鑄買家有異象 關連交易要釐清

明報社評2010.02.24

發展商新世界發展與市建局合作興建的「名鑄」，去年8 月底開售之時，呎價迭創新高，全城矚目，本報進行偵查報道，深入追查部分「名鑄」買家，發現已售出的200 多個單位之中，有7 個單位涉及新世界發展董事總經理鄭家純、其叔父、堂兄弟和子女等多位人士。就本報所掌握資料，此事有涉及關連交易之嫌，但是迄今所見公開資料，相關人等並未披露有關交易。我們認為，新世界發展和鄭家純等人應該澄清，港交所亦要了解和跟進此事，以確保市場的公平。

新世界發展企業傳訊總監關則輝答覆本報查詢時，表示鄭志剛（鄭家純長子、新世界發展執行董事）看好本港物業前景，對「名鑄」情有獨鍾；不過，關則輝雖然承認鄭志剛買入「名鑄」單位屬於關連交易，但是認為未超出上市規則要求，故不用獨立披露。至於鄭家純、鄭志明（鄭家純次子、新世界發展旗下新創建執行董事）、鄭志雯（鄭家純女兒、新世界發展旗下新世界中國執行董事），關則輝認為他們都沒有買入「名鑄」單位，只是「公司買樓」而已。

新世界發展持有「名鑄」78％權益。以鄭家純、鄭志明和鄭志雯在新世界集團的地位，雖然透過離岸公司持有「名鑄」單位，是否不算關連交易，我們認為港交所應該按《上市規則》，出面澄清。初步而言，我們認為關則輝的說法牽強，因為若其說法成立，則上市公司的董事、要員，豈非只要透過代理人公司行事，就可以不遵守關連交易要披露的規定。這個亟待港交所釐清。另外，市建局有內部守則，該局職員或家屬如欲購買該局發展項目的單位，須向該局行政總監預先申請及取得書面批准；至於市建局對於重建項目的合作對手，會否也要求有內部機制同樣處理，以確保公衆在一視同仁下「購買」公共資源的重建樓宇，市建局就此說不出個所以然。

我們認為，市建局作為合作重建的一方，有責任全面檢查「名鑄」的售賣情况，看箇中會否有違反合約之處，特別是市建局表示「在『名鑄』首批發售單位的紀錄中，本局沒有發現購買者包括鄭家純先生及其兒子的名字」，但是現在新世界發展起碼證實鄭志剛購買了「名鑄」單位，市建局對此應該有更詳細交代，使公衆知道銷售過程公平。

置業是市民畢生最大和最重要的投資，政府有責任確保市場運作公平、公正，以保障市民的利益。本港售樓歷來問題多多，政府迄今為止仍然倚賴發展商自律，但是證諸過去種種陋弊，單靠發展商自律來實現市場的公平、公正，不切實際，我們認為，現在是政府研究立法規管樓宇銷售，以保障市民權利和利益的時候。

Glossary

satisfy

make (somebody) certain (that something istrue or has been done).

level playing field

a situation in which everyone has the sameopportunities.

statute /'statju:t/

written law passed by a legislative body.