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Questions and Answers

財技的目的是什么?

研究其目标

控制董事局是如何能够用低成本控制更大公司的?

通过持有少量股份实现对公司资源的控制

李嘉诚家族主要持有多少家公司?

11间上市公司

以_______的成本控制的股份越少,控制权越薄弱。

<p>低</p> Signup and view all the answers

李兆基家族控制了哪几家公司的控股权?

<p>恆基地产及另外4间在香港上市的公司</p> Signup and view all the answers

股票的流通量越高,其价格就越高。

<p>True (A)</p> Signup and view all the answers

B股是指哪些投资者能够购买的股票?

<p>外國人</p> Signup and view all the answers

私有化的三个先决条件是什么?

<p>公司拥有优厚的资产或业务、股价低残、资产价值高于壳价</p> Signup and view all the answers

李嘉诚和李兆基的槓桿比例大约是多少?

<p>90% (B), 70% (D)</p> Signup and view all the answers

为什么大股东会选择控制公司的方式?

<p>以低价购买股票以获得更多派息及控制权</p> Signup and view all the answers

资产折让的直接原因是资产放在上市公司之内会导致________。

<p>折让</p> Signup and view all the answers

私⼈出售股票是指什麼?

<p>出售原來的股票,即舊股,而非公司發行的新股。</p> Signup and view all the answers

公司發行新股來集資的方式有哪些?

<p>配售 (B), 供股 (C)</p> Signup and view all the answers

舊股的擁有者要在市場中成功出售股票需要注意什麼?

<p>需要吸引大量買家,特別是當擁有大量股票時。</p> Signup and view all the answers

每當股價下跌時,__________價格的一種方式是控制賣家的數量。

<p>抬高</p> Signup and view all the answers

大股東在市場上出售股票時不需要通知任何人。

<p>False (B)</p> Signup and view all the answers

以下哪項是股票價格提升的方式?

<p>以上皆是 (D)</p> Signup and view all the answers

介紹一下「槓桿收購」的基本概念。

<p>槓桿收購是指借錢進行收購,只用少量資金就可以控制大量資產。</p> Signup and view all the answers

在財技操作中,失敗的可能性是不存在的。

<p>False (B)</p> Signup and view all the answers

有效的出售股票需要滿足哪些條件?

<p>需要加入新股東並確保原有股東不出售其股票。</p> Signup and view all the answers

透過__________,可以有效地吸引其他買家來購買股票。

<p>人傳人</p> Signup and view all the answers

收購的定義是什麼?

<p>以上皆是 (D)</p> Signup and view all the answers

如果私有化被否決,在12個月內,不能再次提出私有化建議。

<p>True (A)</p> Signup and view all the answers

和電國際的前股票編號是多少?

<p>2332</p> Signup and view all the answers

和電國際在2007年出售了其持有的哪項業務給Vodafone?

<p>Essar的股權</p> Signup and view all the answers

以下哪一項是和電國際在2008年的派息金額?

<p>7元 (D)</p> Signup and view all the answers

鱷魚恤成立於哪一年?

<p>1952</p> Signup and view all the answers

林建名以哪一個價格提出對鱷魚恤的私有化建議?

<p>0.42元 (B), 0.4元 (C)</p> Signup and view all the answers

私有化需要滿足75%以上的股東贊成。

<p>True (A)</p> Signup and view all the answers

在私有化的失敗案例中,鱷魚恤的每股資產淨值是______元。

<p>0.983</p> Signup and view all the answers

電訊盈科的兩個大股東是誰?

<p>盈科拓展和中國網通</p> Signup and view all the answers

南太電子在2004年以3.88元的招股價上市。

<p>True (A)</p> Signup and view all the answers

南太電子在2009年第二次提出的私有化作價為多少元?

<p>1.5元</p> Signup and view all the answers

李兆基的私有化計劃計劃涉及哪一家公司?

<p>恒基發展 (C)</p> Signup and view all the answers

在2008年,證監會對南太電子的清盤計劃作出什麼反應?

<p>譴責並禁止大股東使用香港證券市場設施兩年</p> Signup and view all the answers

Flashcards

Purpose of financial engineering

Financial engineering aims to achieve specific objectives using minimal resources to control significant assets.

Controlling a company's board

Controlling the board of directors grants substantial influence and control over a company's resources and operations.

Controlling share

A quantity of a company's shares that confers voting power and control.

Controlling share vs. complete ownership

Owning fewer shares can yield powerful control, but stability is compromised and susceptible to hostile takeovers.

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Leverage Ratio

The ratio or proportion of controlled assets against the investment value.

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Controlling Stock Example (Changho)

The Changho group utilized a comparatively small proportion of ownership stake (around 8 billion HKD, in the 80s) to control a company in the 100 Billion range, illustrating a financial engineering case study.

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Public company listing purpose

The primary aim of listing a company on the stock exchange is to sell shares and generate capital.

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Stock Purchase Example (Li Ka-shing)

Li Ka-shing controlled 11 publicly traded companies in Hong Kong leveraging his Changjiang Holdings position, highlighting a sophisticated financial technique

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Hostile takeover

A takeover attempt by an external party to gain control of a company without agreement or cooperation from management or stockholders.

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B-shares

Differentiated stock types in some countries, typically trading at a discounted price but retaining similar voting rights, to encourage investment.

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Asset discount

A company's stock price often trades below its asset value, resulting in discrepancies that can provide trading opportunities.

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Privatization

The process of a publicly traded company reverting to private ownership, usually through buyouts or delistings, giving the company more freedom.

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Privatization conditions

Privatization requires favorable asset valuations, low stock prices relative to asset worth, and sufficient financial resources to purchase majority shares.

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Privatization costs

Privatization involves financial obligations such as premiums paid to acquire ownership, interest from borrowing (if necessary), transaction fees, risks, and desired profit margins.

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Privatization Timing

The ideal time for privatization is during a period of low market sentiment, declining company performance, or before a recovery period begins, preventing gains from affecting the deal.

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Private Stock Sale

A method for large stockholders to cash out their substantial stock holdings.

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Stock Issuance: Public Offering

Companies raise capital by offering new shares to the public, beyond existing shareholders.

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Stock Issuance: Private Placement

Companies sell stock primarily to a select group of investors.

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Stock Price Manipulation

Techniques to artificially inflate or deflate stock prices for strategic advantage.

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Market Positioning in Stock Manipulation

Presenting the stock's image in the ideal light to attract buyers.

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Own Money Investors

Individual investors, or wealthy individuals, who invest their own funds.

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Other People's Money Investors

Institutional investors (e.g., fund managers) who manage someone else's capital.

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Leveraged Buyout (LBO)

Using borrowed money to acquire a company or assets.

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Consideration in Acquisitions

The method and form of payment for an acquisition, not simply cash.

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Tender Offer

A formal offer to purchase shares from all shareholders at a specific price.

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Acquisition

A corporate action where one entity gains control of another entity.

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Merger

An arrangement where two or more entities combine to form a single entity.

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Stock Sales: Market Strategy

Strategies for successful stock sales, including market timing and attracting buyers, minimizing seller competition.

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Stock Sales: Timing Strategy

Methods for executing timely stock sales to maximize returns, minimizing risks.

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Stock Sales: Risk Management

Techniques for handling potential risks and failures in executing stock sales.

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Stock Sales: Post-Sale Strategy

The planning and execution after successfully executing sell-off plans.

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Private Company Demutualization

A process where a private company becomes a publicly traded company on a stock exchange.

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Private Company Acquisition

A larger entity(often a private equity firm or another public or private company) purchasing the shares of a target private or public company to take full or significant control.

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Demutualization

Conversion of a mutual organization (e.g., insurance or cooperative) from a mutual enterprise to a joint-stock company.

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Going Private (Reverse Demutualization)

A company converts from publicly traded to privately owned, usually undertaken by the existing management or major shareholders.

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Private Equity Firm

A firm that raises capital to invest in privately held companies.

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75% shareholder vote

For a private company to succeed in delisting, more than 75% of shareholders must support the proposal.

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Asset Value vs. Stock Price

Potential for substantial value difference between the market price of a company's stock and its true asset value.

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Shareholder Resistance

Opposition from minority shareholders against a takeover or delisting that could be perceived as unfairly benefiting major shareholders

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Financial Leverage (Leverage)

Using borrowed money (debt) to finance investments or projects, magnifying potential returns but also increasing risk.

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Initial Public Offering (IPO)

The first sale of a company's stock to the public.

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Going Public

The process by which a closely held company becomes publicly traded.

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Equity

Ownership stake in a company.

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Financial Engineering/Financial Creativity

The use of innovative financial instruments and strategies to manipulate stock prices or company valuations for strategic benefits

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Asset Stripping

The sale or liquidation of valuable assets from a company, often to benefit the acquirer at the expense of other stakeholders. Often a side effect of a failed acquisition.

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Share Repurchase

A company buying back its shares from the market.

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Capital Raising

The process of bringing in new capital to fund the company.

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Public Company

A company where ownership is divided among shareholders whose shares are publicly traded.

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Study Notes

Corporate Finance Techniques

  • Objective of Financial Techniques:
    • Builds upon fundamental principles, delves into advanced financial techniques.
    • Aims to control a company with minimal capital.
  • Controlling a Company's Board of Directors:
    • Controlling a company's board grants significant power over its resources.
    • Maximising control with minimal investment is highly effective.
    • Holding a smaller percentage of shares presents a risk of takeover.
  • Example: Lee Ka-shing and Li Ka-shing:
    • Lee Ka-shing controls 11 publicly listed companies through "Chang Heung Group".
    • His investment in "Chang Heung Group" directly or indirectly controls the other 11 companies.
    • The combined market capitalisation of those 11 companies was approximately HK$1 trillion in 2012.
    • The value of Lee Ka-shing's "Chang Heung Group" shares was roughly HK$120 billion.
    • Li Ka-shing controls four companies through "恆基系".
    • His total investment in "恆基系" was approximately HK$830 billion in 2012.
  • Control of Board of Directors:
    • Major shareholders often control the board, representing management.
    • Disputes between shareholders and the existing board can lead to control battles.
  • Example: International Finance case:
    • A contentious ownership battle arose in 2001.
    • One party held 39% of the shares and controlled the board.
    • Another party held 24% of the shares to challenge the control.
  • Issuing B-shares:
    • Chinese B-shares are RMB-denominated but traded in foreign currencies.
    • Investors buy them in foreign currency.
    • The total value may differ significantly between that in A-shares trading.
    • Hong Kong's B-shares are different and are used for control measures.
  • Asset Discounts:
    • Assets held within a public company are often subject to discounts.
    • Management and control hold value.
  • Methods to Reduce Share Prices:
    • Various techniques exist to lower share prices for profit, some even illegal.
    • Selling shares in the market is one such method.
  • Methods to Acquire More Shares:
    • Acquiring through the market, issuing new shares (placing), and share swaps.
    • Taking over through takeover in a friendly or hostile manner.
  • Takeovers and Mergers:
    • Techniques to acquire a company or merge with another.
    • Various approaches to achieve control from a minority or majority position.
  • Using Financial Instruments:
    • Leveraged Buyouts (LBOs) involve using leverage to finance acquisitions.
    • Asset divesting as a way to generate capital and reduce liabilities.
    • The use of Financial Instruments, such as warrants and convertible bonds.
  • Financial Tools:
    • Convertible Bonds offer the potential to convert into equity.
    • Issuing convertible bonds allows for funding while offering a change to convert to shares giving value.
  • Acquiring a ‘Shell’ Company:
    • Acquiring a “shell” company which is practically a company with assets but little market influence. It is cheap and the new owner can take control of the assets.
  • Acquisitions:
    • Acquiring a company by buying its shares.
  • Mergers:
    • Combining two or more companies into a single entity.
  • Issuing New Shares:
    • Issuing shares is a basic way to acquire capital. It risks diluting the current shareholders' share.
  • Takeover:
    • Taking over shares of other companies to acquire its control and power.
  • Reasons for Stock Issuance:
    • To raise capital for internal development and for acquisitions among other purposes.

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