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2010年4月9日 星期五

Citi Offers To Buy Back Lehman Notes Sold To Spanish Clients

8 Apr 2010

MADRID -(Dow Jones)- Citigroup Inc. said Thursday it has agreed to buy back structured notes created by Lehman Brothers and sold to clients in Spain that later became nearly worthless when Lehman went bankrupt.

The New York bank's Spanish unit, Citibank Espana SA, is offering 55% of the nominal value of the EUR78 million it sold in Lehman notes, according to a press release.
Hundreds of clients that purchased the securities from Citi sued the bank in Spanish courts on charges that it sold a high-risk product aggressively to retail investors without adequately explaining the risks.

"It was sold as an alternative to long-term deposits, as a secure financial product," said Jordi Ruiz de Villa, a partner at Barcelona law firm Jausas, who together with Madrid law firm Zunzunegui advised 122 clients in the case against Citibank.

Ruiz de Villa said the Lehman products have a market value of somewhere between 20% and 30% of their nominal value.

Citi isn't the only bank in Spain that sold these products. Last month, Bankinter SA (BKT.MC) was ordered by a Spanish court to compensate some of the clients that bought Lehman Brothers products through the bank. Bankinter has said it will appeal.
According to Jausas' Ruiz de Villa, Deutsche Bank AG (DBK.XE) and Credit Suisse Group (CS) are also facing lawsuits for the sale of similar products to Spanish clients.

-By Christopher Bjork, Dow Jones Newswires ; 34 91 395 8123;
christopher.bjork@dowjones.com

Source:
"News Citi Offers To Buy Back Lehman Notes Sold To Spanish Clients"from Morningstar
http://news.morningstar.com/newsnet/ViewNews.aspx?article=/DJ/201004080702DOWJONESDJONLINE000431_univ.xml

2009年11月17日 星期二

Goldman CEO Apologizes for Role in Financial Crisis

NEW YORK (Reuters) - Goldman Sachs Group Inc chief executive Lloyd Blankfein said his firm "participated in things that were clearly wrong" in the lead-up to the financial crisis, Bloomberg News reported on Tuesday.

Lloyd Blankfein, told a corporate conference in New York that the bank regretted taking part in the cheap credit boom that had fuelled the pre-crisis bubble. “We participated in things that were clearly wrong and have reason to regret,” said Mr Blankfein. “We apologise.”

Mr Blankfein also told the conference he wished he had not told the UK’s Sunday Times newspaper that Goldman did “God’s work” – a remark that was seized upon by the bank’s critics – and said it had been meant as a joke.

As a result of the crisis, Goldman Sachs (NYSE: GS - news) and competitors received billions of dollars in bailouts from taxpayers.


Related Links:
1. http://seekingalpha.com/news/market_currents/post/36688
2. http://uk.finance.yahoo.com/news/goldman-ceo-apologizes-for-role-in-crisis-report-reuters_molt-059f53cecd70.html?x=0
3. http://www.ft.com/cms/s/0/782afd66-d3bd-11de-8caf-00144feabdc0.html?nclick_check=1

2009年10月24日 星期六

銀行主动停止銷售雷曼迷你債券之決定:揭示了銀行對於迷債真實風險之理解

2003-2008: 銀行一直以跟 7個著名公司信貸掛鈎作為銷售迷債的風險介紹。銀行眾多職員們對於迷債的重大風險的瞭解似乎僅限於跟7個著名公司信貸掛鈎之風險.此處暫且不談銀行職員對於”如果出現一個破產事件“之後的迷債價值的理解和介紹。

從2007年下半年起,諸多雷曼迷你債券的長期忠實的經驗分銷銀行開始陸續停止銷售迷債。為甚麼? 發生了甚麼變故?是甚麼令銀行改變主意,開始對雷曼迷債說‘不’? 相同期間,星展 DBS 和大摩也不再繼續發行 Constellation 和 精明債券系列了。

信貸破產掉期 CDS 等信貸掛鈎產品的目的之一是為銀行界服務. 有著理解並且買賣 CDO / 合成 CDO / CDS / 信貸掛鈎票據 的專業知識和多年豐富投資經驗的銀行界, 是 出于对于系列 34/35/36 的 7 個著名掛鈎主體有可能出現破產事件之担心,还是其它不可公开的因数和忧虑而使银行決定停止銷售迷債的呢 ? 銀行掌握了些甚麼信息? 银行之决定是否揭示了銀行從未告知客戶的關於雷曼迷債之真實特征和相關風險?!

- 系列 34 信貸掛鈎主體 : 中國,匯豐,太古, 新地, 和黃,星展,置地;
- 系列 35 信貸掛鈎主體 : 中國,匯豐,太古, 新地, 和黃,港鐵,渣打;
- 系列 36 信貸掛鈎主體 : 中電, 匯豐,中海油,星展,和黃,港鐵,渣打。 
系列 34/35/36 抵押品: 3A 評級 實質為信貸掛鈎產品 之 合成 CDO,合成 CDO之主要风险是一篮子挂钩主体之信贷事件风险;


(a) 永亨銀行 ,
永亨銀行是最早參與迷債銷售的銀行之一。從2003年的迷債系列 5 開始,一直忠實的參與了每一個迷債系列的銷售,直至2007年中的系列33。
自2007年10月起,是甚麼發生了變化?是甚麼原因促使永亨銀行決定不再參與銷售迷債系列 34/35/36 ? 銀行是出于甚麼考慮而決定停止銷售“中風險”評級的迷債? (注:永亨銀行對於迷債的風險評級一直是“中風險”)。

(b) 富邦銀行
從 2005 的 系列21 開始銷售迷債。在銷售了迷債2年之後,
自2007年10月起, 是甚麼原因促使富邦銀行不再參與銷售迷債系列 34/35/36

(c) 上海商業銀行,工商銀行亞洲.
二者都是最早參與迷債銷售的銀行之一。從2003年的迷債系列5 開始,一直忠實的參與了每一個迷債系列的銷售,直至2007年底的系列34。
自2007年12月起, 是甚麼原因促使上海商業銀行和工商銀行亞洲 決定不再參與銷售迷債系列 35/36

(d) 中信嘉華銀行
從2004年8月起的迷債系列12 開始,一直忠實的參與了每一個迷債系列的銷售,直至2007年底的系列34。
自 2007年12月起, 是甚麼原因促使中信嘉華決定不再參與銷售迷債系列 35/36

(e) 中國銀行 .
中銀作為迷債銷售量最大的分銷商,叢2004年2月的迷債系列 8 開始,一直忠實的參與了每一個迷債系列的銷售,直至2008年1月的系列35。
自2008年3月起, 是甚麼發生了變化?是甚麼原因促使中銀決定不再參與銷售迷債系列 36

(f) 集友銀行,南洋商業銀行 .
二者一直是迷債的長期忠實分銷商。
自2008年3月起, 是甚麼原因促使二者決定不再參與銷售迷債系列 36

(g) 荷蘭銀行
自2008年3月起,是甚麼原因促使荷蘭銀行決定不再參與銷售迷債系列 36

对信贷挂钩产品有丰富经验的银行,陸續停止銷售佣金慷慨的迷債,是否揭示了銀行對於迷債真相之真實理解程度? 等於把銀行從未告知公眾的真話公佈與世?

1. 銀行是根據甚麼因數和考慮而决定对迷債说”不” ?是甚麼发生了變化而使銀行改變了對於銷售迷債的態度?

2. 銀行是否出於擔心迷債抵押品出現爆煲而決定停止銷售
對CDS/CDO/信貸挂鉤產品有著豐富知識和經驗的銀行應該完全明白抵押品為信貸掛鈎產品而非傳統債券,應該完全明白抵押品的挂鉤主體數目很可能是跟100多個主體信貸掛鈎。換言之,盡管給客戶的風險介紹和銷售章程均是大肆介紹 7個 著名掛鈎主體信貸風險, 只字不講抵押品有著跟100多個主體信貸挂鉤之特徵和風險。銀行心知抵押品內的信貸掛鈎主體出事的可能性是遠遠高於那大肆宣揚的 7 個掛鈎主體的。

至今, 銀行以及金管局公開堅持聲稱沒有必要對客戶介紹迷債的抵押品.
- 聲稱因為抵押品是 3A 評級,可卻從不解釋:既然抵押品和迷債的實質均為信貸掛鈎,為甚麼以跟一籃子主體信貸掛鈎為主要特徵的抵押品之信貸掛鈎風險無須給客戶任何介紹和解釋, 跟7個公司信貸掛鈎的特徵和風險卻要用諸多篇幅去介紹?

- 同時又聲稱:由於每一個系列的迷債的抵押品在銷售期間之間還沒有買入,在每一迷債系列的銷售期間銀行也不知道該系列抵押品的詳情。可卻從不敢公開說明:銀行方面是否認為(實為信貸掛鈎票據之)抵押品的相關信息 是 '信貸掛鈎票據:雷曼迷你債券'的相關重大風險和重大信息?

- 中國銀行給迷債的風險評級是“高風險”, 給與客戶的解釋是:所有信貸掛鈎產品評級都是高風險。 依此類推, 實為信貸掛鈎產品 之 抵押品應該是當仁不讓地也同屬於“高風險“類別了!
可中國銀行卻從不敢公開說明:同屬於信貸掛鈎產品,“高風險”類別的抵押品之重大風險和信息是否屬於迷債相關的重大風險和信息? 為甚麼無須給客戶介紹和解釋?


3. 儘管銀行聲稱在銷售迷債的時候不瞭解該迷債系列抵押品之詳情, 銀行的產品相關部門和銀行主要相關管理層看來對於抵押品實為信貸掛鈎之主要特徵和相關風險是一直有所瞭解而且一直關注相關的市場變化。這就解釋了為甚麼諸多迷債的長期經驗分銷銀行從2007年下半年開始陸續停止銷售迷債 。因為他們知道迷債抵押品實為(第二層)隱藏的信貸掛鈎產品,而表面的7個著名公司只是招牌。真正帶來利息(收入)和重大風險的都是藏於 實為信貸掛鈎產品的抵押品(合成CDO)之中。一旦市場變差,抵押品中的質素參差不齊的100多家公司破產爆煲的機會就會快速大大增加,迷債的真實風險被原形畢露的機會大大增加,迷債的謊言被戳穿的機會也大大增加。

4. 以迷債系列 34 為例,銷售系列 34 的時候,銀行或許不知道系列 34 的抵押品之詳情。但是,銀行的產品相關部門和銀行主要相關管理層對於比系列34 早的那些系列 5 - 33 的抵押品之主要特徵和相關風險等看來卻是有相當程度的瞭解的, 因而對於系列 34 抵押品很可能又是“跟100-150多個公司信貸掛鈎”之相關重大風險和特徵也是有著清晰的理解的。這就解釋了隨著市場變差,銀行開始逐漸停止銷售迷債。因為銀行擔心從未跟客戶解釋的迷債抵押品之謎會容易原形畢露。

 [附註-1]:  迷債系列銷售商
• 系列 33:一共 16 個 分銷商。 銷售期間:2007年 7月;
• 系列 34:一共 14 個 分銷商。 銷售期間:2007年11月;
• 系列 35:一共 11 個 分銷商。 銷售期間:2008年 1月;
• 系列 36:一共 7 個 分銷商。 銷售期間:2008年 4 月;



[附註-2]:無獨有偶,2007年底,當諸多雷曼迷你債券的長期忠實的經驗分銷銀行們開始逐漸對銷售雷曼迷債說“不”的時候,

• 星展DBS 於 2007年8月發行了 Constellation 系列82-86,隨后就徹底停止發行Constellation, 而且並沒有再推出跟Constellation類似的跟幾個著名公司信貸挂鉤票據了。 
• 而大摩 於2007年9月發行了的精明債券系列21-22 之後, 隨后就徹底停止發行精明債券, 而且並沒有再推出跟精明債券類似的跟幾個著名公司信貸挂鉤票據了。 

2007年底, 是甚麼原因促使星展和大摩決定停止發行 Constellation 和 精明債券 ?

(i) 是由於經濟環境變差,而不易找到 7-8著名公司來掛鈎了呢?
(ii) 還是由於經濟環境變差,擔心包藏於抵押品內的真實風險容易暴煲,有著漂亮外表的騙局極有可能被原形畢露?


相關文章: 從 迷債系列 6 看 迷債騙局手段之 完美完善過程
.......

2009年9月10日 星期四

Bloomberg: London Suicide Connects Lehman Lesson Missed by Hong Kong Woman

Sept. 10 (Bloomberg) -- Yu Lia Chun, a retired hospital orderly in Hong Kong, never heard of Lehman Brothers Holdings Inc. before she got a call last September from her banker.

“He said, ‘Did you hear the news? Something has happened to Lehman,’” Yu, 66, recalled in an interview in June. “I didn’t get it.”

Yu, who has a sixth-grade education, said she thought her money was in a savings account. She didn’t know she had lent it to a bankrupt American securities firm. Eventually, she found out that her HK$1.2 million ($155,000) nest egg was gone. Her children lost another HK$3.8 million because Yu had persuaded them to make similar investments.

“There is no way a person like me could understand any of this,” Yu said, dabbing her eyes with a tissue in a coffee shop in Hong Kong’s financial district. “Sometimes I feel like jumping off a building.”

What hit Yu and her family was a tidal wave triggered halfway around the world by the biggest bankruptcy in U.S. history. The Sept. 15, 2008, collapse of Lehman, with $613 billion in liabilities, had unforeseen and far-flung consequences that devastated those, like Yu, who didn’t know their fates were tied to the New York-based investment bank.

‘Quicker This Time’

The chief operating officer of a private-equity firm in London jumped in front of a commuter train because he blamed himself for leaving the company’s money in a Lehman account, according to a coroner’s report. The Israeli managers of a hotel construction project on the island of West Caicos, northeast of Cuba, were taken hostage by Chinese workers when an anticipated Lehman loan didn’t materialize and wages weren’t paid. In Hong Kong, Yu and thousands of others who had invested in Lehman products camped out in the rain, thumping drums and chanting, “Give us our money back.”

The realization that a U.S. securities firm so woven into the financial system couldn’t pay its debts radiated out from New York, panicking investors around the world. It was a doomsday scenario that former International Monetary Fund chief economist Simon H. Johnson likened to Kurt Vonnegut Jr.’s 1963 novel “Cat’s Cradle,” in which a single crystal of the fictitious substance ice-nine hardens all of the planet’s water.

What differentiated Lehman from previous financial crises was how fast the panic spread, said Richard Sylla, an economic and financial historian at New York University’s Leonard N. Stern School of Business in New York.

“Communications made things happen faster,” Sylla said, describing how it took six months for the 1931 failure of Austria’s Creditanstalt bank to put stress on the British financial system. “The news of everything got spread around much quicker this time.”

Goldman Sachs Debt

The freezing of global credit markets following Lehman’s demise began with professionals who traded commercial paper in New York. They were the first to feel the chill when the Reserve Primary Fund, the oldest money market fund, was inundated with requests for redemptions and seized up hours after the bankruptcy filing. The $785 million that Reserve had lent to Lehman was deemed worthless by 4 p.m. the next day.

Fear that more banks and financial firms might fail meant most investors stopped lending to anyone other than the government. Even New York-based Goldman Sachs Group Inc., which earned $11.6 billion in 2007, more than any U.S. securities firm in history, wasn’t immune. The average annual cost of insuring $10 million of Goldman Sachs debt for five years soared to a record $545,000 from $182,557 in the three days after Lehman failed, according to data compiled by Bloomberg.

Plummeting Prices

Lehman’s demise triggered a panic. Money fund managers were forced to raise cash to pay off investors. They tried selling what securities they held and couldn’t. The market was flooded, and prices were plummeting -- if prices could be obtained at all. The Standard & Poor’s 500 Index suffered its worst decline in six years. Mistrust leaked into the corporate bond market.

The most widely traded 30-year bond of General Electric Capital Corp., the world’s biggest issuer of commercial paper, dropped by as much as 30 cents on the dollar to 62 cents by Sept. 18 because of doubts that GE would be able to persuade money funds to renew its short-term notes.

At that price, the three-day loss for owners of the issue was more than $1.9 billion, according to prices provided by Trace, the bond-trade reporting system of the Financial Industry Regulatory Authority.

The U.S. responded within a week to guarantee money markets and bank-to-bank lending. Within a month, Congress agreed to spend $700 billion to prop up banks under the Troubled Asset Relief Program, the Federal Deposit Insurance Corp. guaranteed new bank debt, and Federal Reserve lending to financial institutions ballooned by $1 trillion.

Lehman Minibonds

Those programs, which succeeded in stemming the panic, remain in place today. What they didn’t do was save Yu and thousands of other investors in Hong Kong, Singapore, Taiwan and elsewhere who had bought equity-linked notes or so-called minibonds connected to Lehman.

Equity-linked notes combine attributes of both bonds and stock by investing part of the proceeds in share options and the remainder in fixed income. Minibonds are custom-made securities linked to the creditworthiness of companies, backed by collateralized-debt obligations and sold in denominations of $5,000. They functioned like credit-default swaps in reverse, where the investor stands to lose his principal when the firm named in the note can’t pay its debts.

‘Information Asymmetry’

Yu, a mother of six who emigrated from mainland China in 1962, didn’t have a chance, according to Joseph Stiglitz, a Columbia University economics professor who won a Nobel Prize for his work on the effect of unequal access to information on buyers and sellers in financial markets.

“As securities got more complex, the opportunities for gaming, to the disadvantage of ordinary people, increased,” Stiglitz said. “Complexity opened up new venues for information asymmetry, which banks exploited.”

Asia became Lehman’s highest growth region in 2007, taking in more than $3.1 billion in revenue, or 16 percent of the firm’s business. Revenue was up more than 41 percent from 2005 in Asia, while it climbed 3 percent in the U.S. in the same period, according to Bloomberg data.

Yu said she went to an export trade show in Hong Kong two years ago and met Chow Chi Chung, a salesman for Amsterdam-based ABN Amro Holding NV. He offered her a better return on her savings if she switched banks, she said. So she did.

Two-thirds of Yu’s money, about $100,000, came from a settlement with her employer after an elevator fell half a floor, injuring her pelvis, according to Yu, who still drags her right leg when she walks.

Didn’t Read Prospectus

A month after their meeting, Yu said Chow called her to say he had a new product that could return as much as 20 percent a year because it was linked to the stock performance of three large Chinese companies -- China Communications Construction Co.,China Merchants Bank Co. and Ping An Insurance Co.

Yu said she didn’t read the fine print, trusting Chow when he told her she couldn’t lose her principal. Had she looked at the prospectus and understood it she would have discovered that she had essentially bought three call options -- contracts that would capture gains if the shares of the three companies rose by a certain amount -- coupled with the equivalent of a Lehman corporate bond. If Lehman defaulted, her money would be gone.

Cash Bonus

ABN Amro, now part of Edinburgh-based Royal Bank of Scotland Group Plc, also recruited Yu to sell the same product to her family, giving her a cash bonus of about $155 for each person who signed up, she said.

Yuk Min Hui, a Hong Kong-based spokeswoman for RBS, declined to comment about Yu’s case. She said in an e-mail that if the bank determined that “sales processes and guidelines were not properly followed,” it would offer “appropriate remedies.” Only a small number of investors fall in this category, she said.

Chow couldn’t be located.

There are 873 issues of such Lehman equity-linked structured notes outstanding with a combined face value of about $8.7 billion, all now in default, according to data compiled by Bloomberg. Bonds were denominated in pounds, Swiss francs and Hungarian forint, as well as Australian and Hong Kong dollars.

Banks also sold $1.8 billion of Lehman minibonds to an estimated 43,000 investors in Hong Kong, where the notes were first marketed in 2003, according to the Hong Kong Monetary Authority. The biggest seller was BOC Hong Kong (Holdings) Ltd., a unit of Beijing-based Bank of China Ltd.

Financial Dumplings

The minibonds were all issued by a Cayman Islands-based entity called Pacific International Finance Ltd., set up by Lehman with trustees from London-based HSBC Holdings Plc. The notes were financial dumplings -- derivatives contracts tied to the creditworthiness of major companies wrapped inside Lehman corporate bonds. Series 19 notes, for instance, were linked to securities dealers including Citigroup Inc. and Goldman Sachs. If any of those businesses or Lehman defaulted, the investor wouldn’t get paid.

In effect, investors in Series 19 notes bought the losing end of credit-default swaps, or insurance policies pegged to the survival of financial institutions. If any of those companies failed, the noteholders were the ones responsible for paying off the principal on the derivative.

Lehman took payments from investors in exchange for a guaranteed yield, then placed the cash in a Lehman-managed money market fund and issued commercial paper to borrow more money. Those funds were in turn used to invest in CDOs sold by Lehman off-balance-sheet entities in places such as Ireland and the Cayman Islands.

‘Blood and Sweat’

Sun Kwan, a 58-year-old retired parks worker, was among those who bought Lehman minibonds. He stood outside the I.M. Pei-designed Hong Kong headquarters of the Bank of China on June 15, along with Yu and 51 other protesters, banging a chipped red drum with a stick every two seconds. Raindrops beaded on the brim of his blue cap. A sign around his neck, hand-lettered in Chinese characters, read: “The Bank of China is a hooker. Give me back my money earned with blood and sweat.”

Sun, who has a high school education, invested about $285,000 in Lehman Minibond Series 12 notes, sold to him by BOC Hong Kong, which paid about 4 percent interest a year.

He said he thought he was putting his money into a certificate of deposit. Instead, as the prospectus explained, the notes were a bet against the default of the Chinese government and five companies, including Hutchison Whampoa Ltd., which operates ports and telecommunications services, Chinese state-owned oil producer CNOOC Ltd. and Lehman.

As an incentive, he was given $26 in supermarket coupons.

Rhinos, Whales

Sun also purchased $40,000 worth of Octave Series 10 notes, a similarly structured product created by Morgan Stanley, in which the investor would lose all of his money if Lehman or any of six other companies defaulted. He said he never heard of Lehman and thought the notes were backed by the People’s Republic of China because most of the businesses were state- owned.

Nick Footitt, a spokesman for Morgan Stanley in Hong Kong, declined to comment.

Each minibond series was custom-made, so their characteristics differed. Packagers skipped using some numbers, including 4, which is considered unlucky in Chinese culture and would make the bond difficult to market. Investors got prizes, including video cameras and flat-screen televisions, according to newspaper advertisements and fliers handed out at banks. The ads, in both Chinese and English, featured rhinoceroses, whales and other symbols of potency, luck or profit.

‘Rotten Deal’

“It’s all gone,” Sun said in an interview conducted through a Chinese translator at the demonstration. “I almost wanted to kill myself. I’ve been crying for months, even though I am a man.”

He said he hadn’t yet told his 25-year-old son, Sun Chi Yan, what had happened to his nest egg, most of which came from a settlement when the government bought his family’s land.

Sun and Yu were among investors who staged protests almost every business day for nine months, sparking a Hong Kong legislative investigation and calls for more protection for retail customers. The raucous demonstrations in the city’s financial district, including a tent encampment and bullhorns connected to an iPod that blared the looped chant “Rotten Deal -- Money Back,” became an embarrassment to the banks.

In a city of 7 million, where only 30 percent of workers had pensions before 2001, the Lehman protesters struck a chord, according to Audrey Eu, one of 60 members of Hong Kong’s Legislative Council.

Bank Offer

“A lot of them lost their life savings,” Eu said in an interview in June. “They’re all crying. They work as cleaners, and $50,000 is a lot of money to them.”

Angel Yip, a spokeswoman for BOC Hong Kong, said in an e- mail that “we understand and sympathize with customers” who lost money as a result of the Lehman collapse. She said advertisements and prospectuses distributed by the bank “contained a detailed description of the structure and risks” of the investments.

In July, 16 retail banks, including BOC Hong Kong, offered to repay minibond investors at least 60 cents on the dollar, a deal brokered by the city’s securities regulator that would amount to $813 million. About two-thirds of eligible noteholders accepted the offer, the Hong Kong Monetary Authority said in a statement on Sept. 4. Sun said he hadn’t yet made up his mind.

“The compensation offer is totally unfair and based on groundless calculations,” Sun said. “If we have to accept it eventually, it’ll be because we’ve exhausted all other means.”

‘Grotesquely Wrong’

While investors in Hong Kong have the right to sue banks, there are no class-action laws or contingency fees, making it difficult to find lawyers willing to take cases.

Patrick Daniels, a lawyer with Coughlin Stoia Geller Rudman & Robbins LLP in San Diego, has filed a class-action suit against Lehman in federal court in New York on behalf of minibond holders like Sun in Hong Kong, Taiwan and Singapore seeking $1.6 billion from Bank of New York Mellon Corp. The money, mostly shares in Lehman’s Institutional Money Market Fund, is being held by the bank as collateral to secure the minibonds, Daniels said. Other Lehman creditors are trying to get the same funds from the Bank of New York Mellon, which isn’t accused of wrongdoing. The case is pending.

“Something is grotesquely wrong here,” Daniels said in an interview in July. “These people were just flat-out lied to and stolen from.”

Neither the lawsuit nor the settlement applies to Yu or other holders of equity-linked notes from Houston to Singapore.

London Suicide

Hong Kong retirees weren’t the only victims. Even professional investors were stuck with Lehman losses.

The stocks and bonds of Lehman’s London brokerage customers, used as collateral to borrow more money, were frozen on Sept. 15. About 3,500 clients, including 700 hedge funds, couldn’t get access to an estimated $65 billion of assets. PricewaterhouseCoopers, Lehman’s U.K. bankruptcy administrator, is still sorting out who should get paid and how much. Some firms have closed, and others may have to wait as long as a decade to get their assets back, Tony Lomas, the PwC partner in charge of the U.K. administration, said in August.

It took only 10 days for the ice-nine to get to Kirk Stephenson, chief operating officer of Olivant Ltd., a London private-equity firm run by former UBS AG Chairman Luqman Arnold. On Sept. 25, Stephenson, 47, jumped in front of a train going 125 mph at a station in Taplow, 28 miles (45 kilometers) west of London.

The coroner’s office for the county of Buckinghamshire ruled the death a suicide. Stephenson, a native of New Zealand, was despondent about the financial crisis and talked about killing himself one week after Lehman’s demise, according to a statement from his wife read at the coroner’s inquest.

U.K. Lock-Up

Lehman Brothers International (Europe) was Olivant’s prime broker. It held the firm’s 2.78 percent stake in UBS, Switzerland’s largest bank by assets, according to a statement from Olivant on Oct. 1. The shares were worth 1.6 billion francs ($1.44 billion) at the time.

The hedge fund lock-up led the U.K. to reconsider its procedures when firms fail. While Lehman’s broker-dealer in the U.S. stayed out of bankruptcy long enough to process many of its trades, the business seized up in the U.K.

“In the U.S., everything was wrapped in cotton wool for four days,” said PwC’s Lomas. In the U.K., “everything failed come 7:56 a.m. that Monday morning.”

‘Black Hole’

The U.K. had an advantage in attracting hedge fund assets before the Lehman bankruptcy. While U.S. prime brokers face limits on how much they can loan hedge funds, those rules could be circumvented with overseas units like Lehman’s in London. Some U.S. clients didn’t know they were customers of Lehman Brothers International (Europe).

“If you didn’t pay attention to what you were signing, you would have missed it,” said Michael Romanek, principal at Rise Partners Ltd., which arranges financing for funds from London. “It was called enhanced prime brokerage, where they could be more accommodating with more leverage or loans. It just took signing some extra papers in New York. Most people didn’t realize it.”

Some fund managers with frozen assets say they’ve gone from extreme anger to resignation that they’ll have to wait a long time to see any return.

“I still don’t know if I’ll ever get any money back,” said Edward Chin, whose Hong Kong-based Pride Revelation Fund used Lehman as its sole prime broker. “We’re in a black hole.”

$30 Billion Gap

The ice-nine also halted construction projects from Wall Street to the Turks and Caicos Islands.

Lehman borrowed against property investments that couldn’t easily be sold, such as construction loans. So when the property market turned sour and creditors demanded more collateral for the loans or their money back, the investment bank was stuck.

The property portfolio doomed Lehman when a rescue still seemed possible. On Saturday, Sept. 13, 2008, Timothy Geithner, then president of the Federal Reserve Bank of New York and now U.S. Treasury secretary, asked a team of the world’s top bankers to evaluate Lehman’s real estate holdings as part of an effort to facilitate a sale of the investment bank to London-based Barclays Plc.

The team, including representatives from Goldman Sachs and Credit Suisse Group AG, determined that Lehman had overvalued its real estate investments by $20 billion to $30 billion, according to people who attended meetings at the New York Fed last September.

Watergate Hotel

When Barclays pulled out of an agreement to buy the firm, Lehman was forced to file for bankruptcy. Only then did Barclays buy Lehman’s U.S. securities business, including its headquarters in Manhattan’s Times Square.

The bankruptcy deprived the international real estate market of a major source of financing. The bank was known for doing deals nobody else would touch, according to a former Lehman executive.

The Watergate Hotel, made famous by the 1972 break-in that led to the resignation of President Richard Nixon, was sold at auction in August for $25 million after its owner, Washington- based Monument Realty LLC, defaulted on its mortgage. Monument was financed by Lehman.

A condo conversion at 25 Broad St. in Manhattan, two blocks from Goldman Sachs’s headquarters, was suspended by developers. It too was financed by Lehman.

SunCal, Depfa

Irvine, California-based SunCal Cos., a closely held developer, said it had $1.6 billion in financing from Lehman. Since the bank’s failure, 19 projects, all in California, have filed for bankruptcy, SunCal said. Work has stopped on all of them, including the 248-acre Marblehead Coastal community in San Clemente, which was supposed to feature 69 single-family homes, 244 other residences, a movie theater, parks and hiking trails.

Munich-based Hypo Real Estate Holding AG received 102 billion euros ($143 billion) in debt guarantees and credit lines from the German government after its Depfa unit was stuck without short-term funding following Lehman’s bankruptcy. Like Lehman, Hypo funded long-term real estate assets with short-term loans such as commercial paper.

German Finance Minister Peer Steinbrueck defended the bailout of the lender because the global financial system was just “millimeters from the abyss.”

Molasses Reef

On West Caicos, an otherwise uninhabited island 250 miles northeast of Cuba, work stopped on the Molasses Reef Ritz- Carlton Hotel and Residences, slated to include a cluster of $6.5 million cottages. About 400 Chinese employees of Tel Aviv- based construction firm Ashtrom Properties Ltd. didn’t get paid when Lehman funding dried up, according to Jonathan Siegel, New York-based managing director of Logwood Hotel Development Co.

About 60 electrical workers rebelled, taking a dozen managers hostage and refusing to let them leave the island.

“We had 400 to 500 unhappy men, and we were concerned violence would erupt,” Siegel said. “The Turks and Caicos government was very unhappy with the situation. There was a limited supply of food and water.”

Ashtrom ended the standoff after a week by paying what it considered “a ransom,” Siegel said. The project, about 70 percent completed, is still on hold, said Verona Carter, Ritz- Carlton Hotel Co.’s director of public relations for the Caribbean area.

Financial Leadership

The vulnerability of the global financial system revealed by Lehman’s bankruptcy -- from ordinary investors like Sun and Yu to London hedge funds and German lenders -- makes it all the harder to regulate.

“The difficulty you have in getting control is that you need a global alliance,” said former World Bank President James D. Wolfensohn in an e-mail. “You need all the finance ministers to come together, because if a transaction can’t be done here, it can be done in Lichtenstein or France or the Far East.”

Lehman’s bankruptcy also poses a challenge to America’s financial leadership.

Wall Street profited by arranging financing that allowed other countries to tap global capital markets to build offices, factories, resorts and housing. What’s broken now is the trust the rest of the world had in U.S. banks, said Phillip Yin, a native of Seattle who is managing director of Asia Investors Partners Ltd., a Hong Kong-based research firm.

“All that has happened since -- the job losses, the slump, everything -- is tied to one thing and one event,” Yin said. “And that’s Lehman.”

(Lehman’s Lessons: Next, Too Big to Fail)

To contact the reporters on this story: Mark Pittman in New York at mpittman@bloomberg.net; Bob Ivry in New York at bivry@bloomberg.net.



from http://www.bloomberg.com/apps/news?pid=20601109&sid=aNFuVRL73wJc

2009年8月29日 星期六

Lehman Minibond Series 6 解读迷债系列6

解读迷债系列6,
因为系列6是2003-2004两年间提供最高利息的迷债系列(跟系列5 或系列7-10相比),却是销售量最低的系列(低于5百万美金),其表面挂钩公司也跟其它系列不同:跟多达150个公司信贷挂钩。

Series 6 was issued in Sep.2003, and matured in Sep.2005, but was extended (by issuer) to Mar.2009.

Why Series 6?

It would be interesting to learn how the early Minibond Series was introduced. For Series 6, there was only a "PROSPECTUS". For Series 10 and later, Program Prospectus and Issue Prospectus are offered.

Because Series 6 showed us how Minibond's upfront facade / marketing selling point had been evolved over years, It also showed us how the disclosure level of Underlying Securities related information had gone from LESS to the LEAST, while the prospectus was expanded into Program Prospectus and Issue Prospectus . Similar reduction in disclosure is also observed in the DBS Constellation Notes, if one compares the much polished prospectus for Constellation Series 59 versus the Constellation Series 34-37. The Prospectus for Minibond Series 6 also showed us what banks knew at the early stage about the true features and material risks of Minibond.

Summary of Minibond Series 6.
1. Maturity Term.
Series 6 was issued in Sep.2003, with initial Maturity date in Sep.2005.
Upon maturity, the issuer has the right to extend the maturity date to Mar.2009.

2. It is credit-linked to 150 reference companies ("referecne portfolio") .
The Prospectus listed the 150 reference companies name, and their rating.

3. Prospectus listed the impact to the interest-rate with the number of default event of the 150 reference entities.
- For Sep.2003 - Sep.2005:
0 default => Minibond (Series 6)'s Interest Rate is 5%:
1 default => Minibond (Series 6)'s Interest Rate is 4.15%: ........
5 default => Minibond (Series 6)'s Interest Rate is 0.80%:
6 or more default => Minibond (Series 6)'s Interest Rate is 0:

- For extended Sep.2005 - Mar.2009:
0 default => Minibond (Series 6)'s Interest Rate is 8 %:
1 default => Minibond (Series 6)'s Interest Rate is 6.65%: ........
5 default => Minibond (Series 6)'s Interest Rate is 1.30%:
6 or more default => Minibond (Series 6)'s Interest Rate is 0:


4. Where did the Minibond Money go?
According to Prospectus, it would be used on purchasing "Underlying Securities" with maturity date at Mar.2009.
The Underlying Securities in fact was another structured products.
My Comments:
Prospectus did not use the term 'collateral', the document used 'Underlying Securities'.


5. It claimed to be principal protected. but it also said that if something happened to the Underlying Securities, the principal will be at loss (or total loss).

6. Procedures and Information related to the 'underlying securities' in the Prospectus.

(a) page 53: "APPLICATION PROCEDURES"
(...)
Relevant Dealers will inform prospective investors that copies of the documents listed under paragraph 10 in the section headed "General Information" are available for inspection at the office of the Arranger specified herein ."

(b) in Page 95, "General Information" ,
"10. (...) copies of the following documents will be available .....and the Initial Dealers " (i.e. the distributing banks).

(c) page 96: "(xii): Information Memorandum and all other relevant programme documentation relating to the Underlying Securities Issuer's US $18,000,000,000 EUR Medium-Term Notes Program guaranteed (...)"

(d) page 96: "(xiii) Pricing Supplement relating to the Underlying Securities which supplements the master terms and conditions of the Underlying Securrities set out in the Information Memorandum referered to in (xii) above to form the terms and conditiosn of the Underlying Securities"

My comment:
- The "(xiii)" , i.e. (d) above, refers to the crucial Underlying Securities information document.
- The Underlying Securities Information Documents were available at selling agent (distributor banks) office.
- The "APPLICATION PROCEDDURE" and "General Information" were in fact requiring selling-agent /distributors
(i) to inform clients/potential minibond-buyers all the document information including Underlying Securities Information Document,
(ii) to let clients/potential minibond-buyers inspect all the document information including Underlying Securities Information Document, at selling-agent's office (i.e. at banks if the distributor is a bank). => Both Program Prospectus and Issue Prospectus for later Minibond Series never invited clients to inspect such information/documents at selling agents / distributors office any more.
- Similar requirements for inviting clients to inspect the Underlying Securities Information Documents were also found in the prospectus of Constellation Series 34-37 (in the name of "Charged Asset Information" ), but NOT in the prospectus of Constellation Series 59.

- Did selling agents/distributors inform and give clients Underlying Securities Information Document?
- Did selling agents/distributors read through Underlying Securities Information Document which were available at their site?
* What did they learn about the Underlying Securities' true feature and risks?
* How did the Underlying Securities Information affect Banks' understanding on the Minibond's true features and risks?
* How did the Underlying Securities Information affect Banks' understanding on the Minibond's material risk and material information?
- Is there a connection between such information with the Questions regarding to disclaimers in Wing Hang Bank's Minibond Purchaser Confirmation Form?
Questions: in http://minibondvictim.blogspot.com/2009/08/question-regarding-wing-hang-banks.html


(e) page 96: "Copies of the (...) refered to in (...) (xii), (xiii) and (xiv), will be avialable for inspection as aforesaid with effect from the Issue Date. (...)"

My Comment:
- The Prospectus disclosed that some information (e.g. Underlying Securities Information Document) will be available from the Issue Date, i.e. not available before the Sale-offer closed.
- Similar information on the availability of "Charged Asset Information" (i.e. Underlying Securities equivalent) was also found in the Constellation Series 34-37, but was not found in the prospectus for later Constellation Series (e.g. Constellation Series 59).
- Similar information (disclosure) was dropped forever in the Program Prospectus & Issue Prospectus for Minibond series 10 and later. The Program Prospectus and Issue Prospects never mentioned about the availability of Underlying Securities Information Document.

In the later series (of Minibond and Constellation notes), not only there was no mentioning of the availability of Underlying Securities (collateral) Information document, the well polished Program Prospectus and Issue Prospectus never invited clients to inspect such information/documents at selling-agents/distributors office any more.
WHY?
Because such information did not carry material information and was not relevant material information for understanding the true features and risks of Minibond / Constellation notes ?



7. Distributors of Minibond Series 6:
Dah Sing Bank,
ICBC (Asia),
Mervas Bank,
Shanghai Commercial Bank,
Sun Hung Kai Investment Services Limited,
Wing Hang Bank,
WIng Lung Bank;

8. Sales of Early Minibond Series (based on data from HSBC USA Trustee).
-----------------------------------------------------------------------
Series 5: $10.6 million USD; Reference Entities: 1 ; Interest Rate at 3.8%; Jun.2003- Jul.2010;
--------------------------------------------------------------------
Series 6: $4.75 million USD; Reference Entities: 150 ; Interest Rate at 5% for year 1-2, 8% from 3rd year-maturity, pending on number of default event; Sep.2003 - Mar.2009;
--------------------------------------------------------------------
Series 7A: $15.2 million USD; Reference Entities: 6 ; Interest Rate at 4.2%: Nov.2003 - Dec.2008;
Series 7B: $32 million USD ($250 million HKD); Reference Entities: 6 ; Interest Rate at 4.2%:
--------------------------------------------------------------------
Series 9A: $22 million USD; Reference Entities: 6 ; Interest Rate at 3.7% year 1-3, 4.3% year 4-maturity: Mar.2004 - Sep.2009;
Series 9B: $353 million USD; Reference Entities: 6 ; Interest Rate at 3.5% year 1-3, 4.1% year 4-maturity:
--------------------------------------------------------------------
Series 10: $44.6 million USD; Reference Entities: 7 + Additional 125 undisclosed reference entities hidden in CDO Collateral ; USD Interest Rate at 4.25% year 1-3, 4.75% year 4-maturity: May 2004 - Nov.2009;
--------------------------------------------------------------------
Series 11: $42 million USD; Reference Entities: 1 + Additional 125 undisclosed reference entities hidden in CDO Collateral ; fixed + Libor linked float Interest Rate: Jun.2004 - Jun.2010;
------------------------------------------------------------


My Comment:
- Series 6 was offering a higher interest rate comparing to other series because Series 6 has 150 reference entities at up front.
- Series 6 Sales was the lowest amongst all the Minibond Series.
- Comparing the Interest Rate (and sales results) offered for Series 6 versus Series 10:
Both are credit linked to over 100 reference entities. But Series 6 listed 150 reference entities at up front, Series 10 listed 1 reference entities at up front and addded another 125 reference entities in the never disclosed CDO.




参考1: Series 6 Prospectus:
http://www.sfc.hk/sfcCOPro/EN/displayFileServlet?refno=0550&fname=Minibond%20Series%206_Prospectus_ENG2.pdf

参考2: 從 迷債系列 6 看 雷曼迷你債券騙局手段之 完美完善過程
http://minibondvictim.blogspot.com/2009/09/6_4956.html
.
.

2009年8月20日 星期四

Open Letter to Commissioner of Police Regarding to Police Abuse of Powers

(轉載)
An Open letter to the Commissioner of Police regarding to the latest episode of Police Abuse of Powers

Mr. TANG King Shing

Commissioner of Police , Police Headquarters,

Sirs,

I write on behalf of Ms. Tracy Ho as well as the Alliance of Lehman Brothers Victims in Hong Kong to complain against your officers who authorise the ‘dawn raid’ against Ms. Ho for reason that she is suspected of having committed an act of common assault.
The alleged assault takes place at about 1625 hours on 21st May 2009 outside the Bank of China Building, which is situate at no. 1 Garden Road, Central. In addition to the gross disproportion between police action and the nature of the allegation, there are numerous dubious acts on the part of your officers during the process that could only be explained as intending to maximize the harassment and distress inflicted on Ms. Ho and her family.

The Dawn Raid

2. At about 07:30 hours on 19th August 2009 five detectives (three male and two female) in plain clothes claiming to be attached to the Central Police District or Division knocked on the door of Ms. Ho’s Residence in Choi Hung. The visit is a total surprise and when Ms. Ho answered the door your officers insisted that they wanted to enter the premises before they would reveal the purpose of their visit.

3. With utmost reluctance and distress of her family, Ms. allowed the officers into her home. One of the officers then produced a photograph to Ms. Ho and asked if she is the person in it. Although the photograph does not show her face, Ms. Ho recalled the scene which is the protest outside the Bank of China Building mentioned above.

4. When Ms. Ho was about to admit that she is the lady on the photograph, one of the officer threatened her to immediately produce the clothes and shoes she worn that day or else they would search for the items themselves. Perplexed by the sudden police interest in the event that happened months ago and pressured by the threatening language, Ms. Ho complied with the demand and produced the items accordingly. She was then asked to follow the officers to the police station for further enquiries but before leaving the premises she was asked to sign on the notebook of one of the officers that it was not an arrest and she was not therefore handcuffed.

A Trivial Offence

5. Ms. Ho arrived at the Central Police Station at Arsenal Street at about 0930 hours after having been taken to and asked to wait at the Ngau Tau Kok Police Station for some time during which your officers were presumably completing some formalities to record their action in another police area.

6. In the Central Police Station, Ms. Ho was shown a video footage lasting for about 10 to 15 seconds in which her right foot seemed to have a momentary contact with the buttock of a bank staff. Apparently the footage was shot in a commotion where attempt was made by the bank staff to forcibly remove the protesters. It is understandable that in such circumstances people were jostling against each another and what Ms. Ho was doing then is crucial in establishing the plausibility of the allegation against her.

7. Ms. Ho has a flair for electronic video and audio devices and she has been responsible for filming the public activities of the Alliance almost since the creation of it. When the assault was allegedly taken place, Ms. Ho was actually holding her video device filming the forcible removal of the protesters by the bank staff. Her attention was on the action in front of her and the display screen of her video. It is, to say the least, very unlikely that a person would in the circumstances feel like joining the fray.

8. There is another factor that discounts the truthfulness of the allegation. Ms. Ho is a small, slim young lady whose weight would not be much more than 90 lbs. Could a person with that physique be inclined to provoke a fight? And could a lady like Ms. Ho who has taken part in so many protests relating to the fraud of Lehman Brothers and has always behaved properly, suddenly and without any provocation whatsoever, acted contrary to her personality and disposition? The allegation is so preposterous that no person in his right mind would seriously entertain it. Yet your officers have concluded that the offence is so grave that it justifies a deployment of five officers to carry out a dawn raid for an allegation of common assault where the supposed victim does not seem to have suffered any visible or detectable injury and does not complain for months after the event.

Assault on Law by Abuses of Powers

9. How should the public comprehend a dawn raid by five detectives against a young lady suspected of common assault? Does it not indicate the new low of the state of policing in this city under your watch?
But that is not all in so far as the outrageous police conduct is concerned. For almost one year now Ms. Ho has been the contact person between the police and the Alliance on many occasions especially in respect of application for approval to assemble and conduct procession. Your officers at the Police Community Relations Office in Central District know Ms. Ho well and it would take only a phone call to get Ms. Ho to the Central Police Station to view the video footage and to assist police investigation into the allegation. The differences between asking Ms. Ho to the police station and the dawn raid are that only the latter could inflict the distress, sudden sense of fear, and helplessness on Ms. Ho and her family.

10. The connection between the decision to harass Ms. Ho and another assault complaint against the bank staff at the scene of protest is clear. As mentioned above, the moment when Ms. Ho was accused of committing assault on the anonymous bank staff, she was filming an assault in progress by the bank staff against a protester.
It is hardly surprising that the protester would sustain injury given the way she was man-handled by the bank staff. As it was, she was taken to hospital, and stayed there for days for medical treatment. We also learn that a complaint of assault was lodged with the police by her or subsequently with the medical findings of the injury she sustained. Despite the evidence, no action has been taken against the bank or the assailant by the police, just like other crimes related to the Lehman Brothers fraud.

11. In the circumstances, it is an irresistible inference that the police harassment against Ms. Ho is motivated by the desire to please certain influential individuals affiliated with the bank.

12. The allegation against Ms. Ho is so trivial that she is granted a police bail of HKD100. Against an allegation of common assault that could, technically speaking, be committed by everyone in this crowded community, the police deployed five detectives to conduct a dawn raid on the basis of the flimsiest evidence which comes into being in a commotion caused largely by the bank itself. The commotion would not have happened had the police had the courage and sense of decency to enforce the law. Against the banks for fraud that is proven by documentary evidence that no government official would dare to dispute, not a single officer of yours has the courage to follow your own orders to classify the complaints after almost one year of their lodgments with the Commercial Crime Bureau. Insofar as the Lehman Brothers fraud is concerned, the victims have been deprived of any legal rights and remedies. Would any of the government officials to whom this complaint is addressed care to respond to this latest episode of police abuse of powers?

c.c.
Mr. TANG Ying Yen, Henry, Chief Secretary for Administration
Mr. Wong Yan Lung, Secretary for Justice
Mr. Ian Grenville Cross, Director of Public Prosecutions
Mr. Ian McWalters, Deputy Director of Public Prosecutions
Mr. Lee Ka Chiu, Director of Crime & Security, HKP

======================================================
From: An Open letter to the Commissioner of Police regarding to the latest episode of police abuse of powers

2009年8月19日 星期三

Is HK now a Heaven for Banking Crooks ?



What have HK Police / Justice department done regarding all the financial fraud related complaints by Minibond / Constellation / Octave victims /other-products, since 15 sept. 2008?
(a) act upon banks' request & demand: Arrested and raided some minibond / constellation victims who participated in protesting banks' over 5 years' fraudulent act;
(b) Taking photos of those who participated in the demonstrations ...
(c) What ELSE ????????

While HK Police have been busy with responding to banks' request & demand: searching & raiding Minibond/Constellation victims because of their involvement in protest against Banks' cheating behavior on Minibond / Constellation / Octave,
What have the financial center New York's legal system done so far?


In the recent news:

1. "New York Attorney General sues Charles Schwab over securities sales" (Aug.17)
NEW YORK - New York Attorney General Andrew Cuomo filed a lawsuit Monday against the brokerage unit of Charles Schwab Corp., claiming the firm misled customers about the safety of auction-rate securities.
Cuomo's office has been at the forefront of pushing brokers and underwriters of auction-rate securities to repurchase them from investors who were left with steep losses after the market for the investments collapsed in early 2008.
The suit against Schwab is aimed at forcing the retail brokerage firm to repurchase the securities at face value from investors.
...
Last month, Cuomo's office notified San Francisco-based Charles Schwab that it was planning to file the suit against the retail brokerage firm for claiming the securities were safe investments while selling them to customers.
In a statement Monday, Cuomo said: "Charles Schwab owed its customers a duty to properly understand and make accurate representations concerning auction-rate securities. Today we commenced a lawsuit to remedy Schwab's repeated breach of that duty."
...
related link: http://www.cnbc.com/id/32447041

2. "Credit Suisse broker convicted of fraud" (Aug.17)
A former Credit Suisse broker was on Monday convicted by a jury of fraudulently selling risky auction-rate securities in one of the first criminal prosecutions to emerge from the two-year-long credit crisis.

The guilty verdict against Eric Butler, 36, comes after a three-week trial in which prosecutors accused him and his former colleague, Julian Tzolov, of scheming to generate higher sales commissions by lying to clients about what kind of securities they were being sold.

“The defendant’s fraudulent misrepresentations saddled investors with unknown risks they did not bargain for,” said Benton Campbell, US attorney for the eastern district of New York.

“This case shows that those who engage in such schemes will be held to account for their criminal activity.”

related links:
- http://www.reuters.com/article/domesticNews/idUSTRE57G4HK20090817?feedType=RSS&feedName=domesticNews (reuters)
- http://newyork.fbi.gov/dojpressrel/pressrel09/nyfo081709a.htm (FBI press release)

3. 2008-News:
US Regulators alleged that brokerages misled investors into believing that auction rate securities were safe, cash-equivalent products, when in fact they faced increasing liquidity risk. Major financial companies Goldman Sachs, Morgan Stanley,UBS, Citigroup, Merrill Lynch, Wachovia Corp.,and others that sold auction-rate securities have reached 100% buy-back settlements.


2009年8月4日 星期二

SCMP:Watchdog accused over Lehman probe decision

4 August 2009

Lawmakers criticised the financial regulator for suspending an investigation over the selling of non-minibond products after banks agreed a HK$6.3 billion deal to repay Lehman Brothers minibonds buyers.

Securities and Futures Commission chief executive Martin Wheatley said the commission had not only ended its top-down inquiry into minibonds, but also suspended investigation of other products from the 16 banks under the agreement.

He was speaking at a hearing of the subcommittee on the debacle surrounding the sale of Lehman Brothers financial products.

Democrat James To Kun-sun told the five-hour meeting: "It's about the minibonds agreement with the banks, but you {hellip} voluntarily suspended your statutory duty to investigate the systematic failure [over the selling] of non-minibonds products."

Another democrat, Kam Nai-wai, asked Mr Wheatley if he thought the interests of other buyers who bought Constellation Notes, a derivative similar to minibonds also issued by Lehman Brothers, or equity-linked notes had been sacrificed.

Lehman Brothers minibonds holders will receive letters before Monday from the banks who will repay them at least 60 per cent of the value of their initial investment.

Mr Wheatley said the investigation into non-minibonds products, involving about 500 cases, had been suspended because the latest deal required the banks to immediately implement improved complaints-handling procedures to resolve all complaints they received.

He said the investigation of three other banks, which were not included in the payout deal because they sold Lehman-related products apart from minibonds, continued. Investors should first turn to banks if they had complaints, and then the Hong Kong Monetary Authority.

Subcommittee chairman Raymond Ho Chung-tai said it would ask the commission to submit an original copy of the agreement, investigation findings of the 16 minibond-selling banks, as well as e-mail exchanges the commission had with the Monetary Authority and financial officials before it reached the deal.

Minibonds are not corporate bonds, but consist of high-risk credit-linked derivatives, and are marketed as a proxy investment in well-known companies. Hong Kong investors lost billions of dollars on minibonds guaranteed by Lehman Brothers when the US investment bank went bankrupt last September

From SCMP:Watchdog accused over Lehman probe decision

2009年7月30日 星期四

Repeating History after Ignoring It - Lehman's mini-bonds scandal ends with a whimper

[Article from Asia Sentinel]

Hong Kong's Lehman mini-bonds saga, in which outraged investors lost millions with the collapse of what was once thought to be an impregnable American financial institution, appears to be finally coming to an end, potentially drawing the curtain on a 10-month nightmare for both investors and regulators, given what the Securities and Futures Commission reportedly described as a 'good compromise."

But before crediting the SFC for putting an end to the misery of the 30,000 beleaguered investors, or before the regulator champions itself for its masterstrokes, be forewarned that the impact of the Lehman mini-bonds saga could have been minimized, if not prevented, if the SFC had acted decisively three years ago in a similar case involving Clerical Medical Insurance, a unit of Halifax Bank of Scotland. But from its inception, the SFC has been a largely toothless watchdog, occasionally gumming on some luckless small offenders and largely leaving the heavyweights alone.

Under the terms of the Lehman settlement, announced July 23, 16 banks agreed to return US$807 million - about 60 cents on the dollar -- to investors, with BOC Hong Kong Holdings agreeing to stump up nearly half of that, at US$401 million. The 16 banks sold an estimated US$1.8 billion of the so-called mini-bonds, which fell sharply in value after the US investment bank Lehman Brothers Holdings was forced into bankruptcy last September.

Just as with Lehman, the CMI case involved gross mis-selling of financial investment products - larger in scale in dollar terms but less well known.


The SFC could have punished the wrongdoers to send out the right message, restructured the regulatory landscape to prevent any similar episodes and seized the opportunity to demonstrate its seriousness in dealing with misconduct of financial institutions.


No, thank you. The SFC did none of the above. What it eventually did - investigate the case but take no action - was to splash out television advertisements to forewarn investors to be alert and ask the right questions when making investment decisions, without tackling the core of the problem. The timing was critical: had the SFC taken the right measures then, it would have been between 2005-2006 when the Lehman minibonds were flowing into the Hong Kong market.

Obviously those splashy TV ads didn't work but the SFC has once again resorted to an even larger scale commercial campaign to accompany its new television advertisements following the Lehman case.

The earlier case refers to a product generally known as "offshore with-profits" (OWP) funds, sold in Hong Kong via several carriers but largely through market leader Clerical Medical Insurance (CMI) which alone has reportedly over 7,000 wealthy investors, mostly expatriates, with what many said amounted to some billions of US dollars invested - CMI was part of HBOS (Halifax Bank of Scotland), the largest mortgage and savings provider in the United Kingdom, which was bought by Lloyd's early this year and subsequently bailed out by the British government.

The OWP products were never sold directly by CMI but through many independent financial advisers , or IFAs, acting as intermediaries. Potential investors were encouraged to gear up to three times their own investment to maximize gains, given the supposedly good track records of these funds. These investors later said their advisers, motivated by extra commissions, only emphasized the upside but never forewarned them of the potential downside risks involved with gearing. The IFAs in turn claimed the marketing materials they used originated from CMI - whose products were approved by the SFC - though the company denied it ever promoted gearing.

The investors who geared up not only lost most of their principal but had to repay part of their loans when the value of their fund holdings pledged as collateral fell sharply, after the OWP funds performed badly following market shocks in the aftermath of the September 11 attacks in 2001, when CMI found itself on the wrong sides of the equation in the investment markets.

While not all investors were geared, all who tried to get out of the funds were subject to exit penalties, known as "market value adjusters" (MVAs), which reached more than 25 percent at some stage - neither did CMI nor the IFAs explain much about these MVAs or mentioned how high the MVA rates would reach in their sales pitch, according to many angry investors.

Either way, these investors found themselves stuck with huge losses and some are still pursuing lawsuits today to fight their cause.

Much like the Lehman mini-bonds case, the CMI matter was one of gross mis-selling to potential and unwary investors - in the latter, mostly highly educated professionals. Just like the Lehman case, the CMI products were approved by the SFC.

And like the Lehman case, the CMI products were sold through a retail distribution channel with frontline sales staff carrying approved brochures. More importantly, both cases featured gross mis-selling with commission-driven sales staff allegedly more eager to secure signatures than to explain in detail the complexity of the financial products, if they understood them at all, on the table.

With such parallels, and perhaps sadly on hindsight, one may be tempted to blame the SFC for not doing enough to protect the interest of the public.

One may also argue that the SFC did the right thing in both the Lehman and CMI cases: that investors took their risk, informed or ill-informed, calculated or speculative, even though the products were approved and by that token the SFC can only resort to public education via commercial advertisements.

Granted, but the reality is the public placed trust in the regulators to have the house in order with little or hopefully no room for any propensity to mislead potential investors, rich or poor alike. The regulators of today's ever increasingly complex financial markets are also expected to have an iron grip on the conduct of its players and act swiftly to correct any disequilibrium.

But in the Hong Kong context, there is much more the SFC could have done over the years to build a more efficient and better regulated financial market to protect the public - and thus prevent the resulting bad press from the Lehman mini-bonds saga.

For starters, one may question if the frontline sales staff of financial products, including professional independent financial advisers, are properly qualified. After all, much like doctors and surgeons whom we count upon for life or death, the men on the street rely on these financial intermediaries for their financial well-being - the Lehman case in particular has thrown this issue into the spotlight given the highly complex financial instruments involved.

Regulators and related supervisory trade bodies in Hong Kong will be quick to point out the Continuing Professional Development (CPD) program, found in several professional industries as a well managed way to update its members and also renew licenses.

Sounds good? But what good can there be if the IFAs (with a considerable number of non-Chinese speaking Western expatriates) cannot understand a word in some of these Cantonese-only classes? This was the situation faced by some insurance professionals and IFAs, according to sources, and all they need is to find ways to kill time and mark their attendance at the end of the courses to gain the necessary credits.

"They do not even check if you are fluent in the language in which the course is given," said a practicing insurance broker. "Most attendants just sit in the venue for 2 hours playing games on their mobile phones, or by catching up with sleep. The quality of the speakers, most of the time staff of law firms eager to advertise their firm's name and they work free of charge, as I understand, is poor to very poor."

Certainly not the best way to update on the latest financial literature.

With the blurring of lines in the modern financial sectors, cross-selling has become commonplace, thus we find insurance companies selling investment-type products and banks selling insurance-related products. Consequently, insurance professionals and IFAs need the appropriate licenses to sell complex financial investment products. In Hong Kong, insurance professionals with the appropriate license from any of the two respective insurance brokers associations earned the license to sell while those who gained a license from the SFC, being the IFAs, have the license to advise on investment-type products, industry sources say.

The implications may not be obvious to casual observers, according to some market professionals. A person with only a license to sell means he cannot offer any advice on the products he tried to push to his potential client. Consider the client may (inevitably) ask questions about the products. What can the financial intermediary say? "Sorry, I can only sell you these and not licensed to offer advice. So just pick one and sign"?

Sorry, that is not how the real world works.

Perhaps the regulators should get rid of the license to sell and offer just the license to advise requirement so as to better protect the public interest?

The one other troubling issue that remains: commissions. In both the Lehman and CMI cases, the financial intermediaries were allegedly motivated by commissions earned from the sales transacted. How else do you suppose salesmen work - thus we cannot possibly remove commissions out of the equation, can we?

Hence, the SFC took the right stance that investors take their own risks given the best information they can gather - ie, market risk. However, if the financial markets are not properly regulated, giving way to mis-selling, investors are exposed to further (non-market) risks.

Sadly, Hong Kong investors have short memories, especially when faced with lucrative offers. With the Lehman mini-bonds saga soon to be behind us, one can only hope that the SFC took cues and promptly put things in order before another similar episode surfaces.

From Asia Sentinel: "http://asiasentinel.com/index.php?option=com_content&task=view&id=1984&Itemid=224

2009年6月25日 星期四

《連載-2》雷曼骗局之根源 Root Cause of Lehman Minibond Fraud



1. MOU (Memorandum of Understanding) 之誕生和金管局之權限

《證券及期貨條例》(簡稱"SFO",證券法) 指出了證監會的職責和目的:
"把規管證券及期貨市場的10條現有條例綜合及更新,成為一條單一條例。訂定一個方便易行的規管架構,以建立一個公平、井然有序及具透明度的市場,在國際上具有競爭力,又對投資者、證券發行人及中介人有吸引力."

《證券及期貨條例草案》主要規管措施的條文旨指出了證監會的權力範圍:
- 透過對投資產品的要約作出規管,以加強對投資者的保障;
- 訂明證監會的查訊、監管、調查、紀律處分及干預權力
- 透過成立市場失當行為審裁處作為民事審裁制度,以及把現行刑事審裁制度的範圍擴大至包括檢控市場失當行為及其他罪行,以打擊市場失當行為

根據《銀行業條例》(簡稱“BO”)金融管理專員的職能(條文7), 金管局的主要職責是:
- 促進銀行業體系的整體穩定與有效運作,負責監管遵從本條例條文的事宜
- 採取一切合理步驟,以確保所有認可機構… 以負責、誠實與務實而有條理的態度經營
- 促進與鼓勵認可機構及貨幣經紀維持正當操守標準及良好和穩妥的業務常規
- 遏止或協助遏止與認可機構的業務常規有關的非法、不名譽或不正當的行為
- 採取一切合理步驟,以確保任何認可機構所經營的任何銀行業務、任何接受存款業務或任何其他業務是─
(i) 以持正和審慎的方式以及適度的專業能力經營的;及
(ii) 以無損存款人的利益的方式經營的。

MOU (Memorandum of Understanding,諒解備忘錄)的出籠並沒有使對於銀行的監管變得更為有效,而只是為金管局和證監會提供了互相推卸的合理依據。跟跟SFO相比,MOU更多的是含糊不清的責任定義,沒有清晰指出誰應該做甚麼。MOU給與金管局的具體職責即是金管局的“前線人員的監管”之職能。

金管局就有關人士採取紀律行動(條文58A)的權力:
(1) 如—
(a) 某有關人士犯失當行為或曾在任何時間犯失當行為;或
(b) 金融管理專員認為某有關人士並非或已不再是適當人選,
則金融管理專員可在諮詢證監會後—
(c) 將該人士的有關資料的全部或部分自紀錄冊刪除;或
(d) 將該人士的有關資料的全部或部分暫時中止載在紀錄冊中。
(2) 金融管理專員可完全或局部基於證監會曏他披露的資料而行使此權力,不論該等資料是否由於根據 SFO第182條進行的調查而產生的

事實是:對於銀行裡跟證券相關的部門,金管局並無更有效的調查和懲罰銀行相關部門的權力。而依據SFO,證監會卻有著全部的權利。

2009年6月18日 星期四

Why did Lehman Asia head of structure division Leon Hindle Lie

News from
"Septermber 25, 2006 Derivatives Week"

[Lehman Launches Extendable CDO Deal

Lehman brothers in Asia has launched a single-tranche synthetic collateralized debt obligation with an extendable feature in a bid to boost returns. "It's purely for yeild enchancement," said Leon Hindle, senior v.p. in Hong Kong, noting the proliferation of extendable and callable features embedded in CDOs due to the curent tight-spread environment.
The deal, dubbed Beryl Finance Series 2006-10, and rated AAA by Fitch Ratings, is referenced to a USD 14.31 billion portfolio comprised of a 155 default-swaps with USD 114 million in credit-linked notes being structured. In the transaction, orriginally targeted for three-years, Lehman has the right, not obligation, to extend the length of the transaction to a final maturity of seven years. As Lehman is the credit protection buyer, it would look to extend the deal out if spreds go wider, effectively allowing it to pay protection at locked-in cheaper levels than available in the market.

Hindle added the deal will be sold to a mix of investos via direct sales and third-party distributors in Asia.
]

===========================

Leon Hindle was the head of Lehman Asia Structure Division which was responsible for all the Lehman Minibond sold in Asia (Hong Kong, Singapore, Taiwan, Australia).

The above Beryl Finance Series 2006-10 in the news was referring to the Minibond Series #27 CDO Collateral (which was USD $114,465,000 for Series #27 A & B in USD) .

雷曼亚洲安排了迷债及迷债最为隐藏之部分:合成CDO。雷曼亚洲让迷债发行商 (SPV) Pacific International Finance 买入雷曼自己安排的(以上新闻中所提之)合成CDO。雷曼亞洲之結構產品部門主管 Leon Hindle 卻在新聞發佈上講:此產品是“通過直接銷售和第三者分銷商賣給各類投資者”

Leon Hindle 新聞發佈上的言行:

- 掩盖了此产品其实是100%全数直接卖给Pacific International Finance,是雷曼亚洲安排 Pacific International Finance 作为迷债抵押品买入的。
- 掩蓋了此產品是為雷曼迷債抵押品而設計的事實,
- 掩蓋了此產品跟雷曼迷你債券的關係 。
- 掩蓋了雷曼一手操縱此產品之買賣雙方之事實。
- 掩蓋了此產品是面向香港的零售客戶們銷售的事實。


Lehman Asia arranged the Minibond and knew exactly that SPV Pacific International Finance Limited was the SOLE buyer of this USD 114 million worth of Synthetic-CDO (comprised of 155 CDS) portfolio. It was Lehman Asia who arranged the deal for both buy-side (Pacific International Finance, owned by HSBC) and sell-side (Beryl Finance, an SPV owned by Lehman).

Why did Leon Hindle, the head of Lehman Asia Structure Division, claim that " the deal will be sold to a mix of investos via direct sales and third-party distributors in Asia."?

He knew very well that there was no mix of investors at all, there was only a pre-arranged investor, that is, the Pacific International Finance which was the Minibond Issuer. The Minibond was sold to retail clients via banks in Hong Kong, with the prominent "Credit-Linked to 7 well-known Companies".

Why did he lie about the buyer and the nature of the deal (arrangement) ?
What did he try to hide?
What was he afraid of ?


In the MInibond Issue Prospectus, there was no information to mention about the 155 CDS or the fact that the so-called minibond collateral (in fact, the underlying securities) was selling 155 CDS insurance, and was not invested into any real debt.

In the 2003-2008 period, in all the MInibond Issue Prospectus, there was no information to mention about the 100+ CDS or the fact that the so-called minibond collateral (in fact, the underlying securities) was credit linked to a portolio of 100+ (usually 125-190) reference entities. It was never specifically mentioned that the underly securities was not invested into any real debt of the 7 well-known reference entities.

(Click here for information related to Minibond Series #27 and General Minibond Information).

Related reading:
- From Lehman Minibond To Oracle Capital Limited

- SEC Sues Goldman Sachs, Alleging Fraud in CDO Tied to Subprime

2009年6月17日 星期三

銀行怕甚麼?銀行心虛了嗎?

迷你債券之核心為迷債抵押品(即任總所指之"第二層債務抵押證券“)。這就是為甚麼,7 個著名掛鈎公司沒有問提,迷債價值卻到了要跟零掛鈎的地步。

為甚麼政府和監管機構不敢要求銀行披露銀行對於迷債抵押品(即迷債"第二層債務抵押證券“)之理解?
為甚麼银行至今為止不能 (/不敢?) 回答關於迷債抵押品問題?

2008年9月27日,在銷售了4-5年 共 36 個迷你債券系列之後, 當時的銀行公會主席和廣北公開承認:
“現時本港銀行作為雷曼迷你債的包銷商或分銷商,掌握的信息十分有限。這些債券狀況如何﹖債券抵押品的性質是什麼﹖。。。目前包銷商都不掌握確切信息。”

懇請政府徹查銀行是否有系統性不瞭解(或隱瞞)迷債抵押品(即"第二層債務抵押證券“)的性質之問題。
懇請政府就以下迷債抵押品(即"第二層債務抵押證券“)相關問題, 徹查銀行之理解和內部之相關資料。
懇請政府就以下迷債抵押品(即"第二層債務抵押證券“)相關問題, 徹查銀行對客戶做的解釋和披露。

這個調查,是關係到迷債之關鍵。這也是金管局至今不願意調查之願意,因為金管局一心為銀行護航,於是把矛頭指向職員。儘管和廣北先生不是說某個或某些銀行職員對於迷你“債券抵押品的性質”不確切瞭解, 和廣北先生是說“銀行”對於迷你“債券抵押品的性質”不確切瞭解。 和廣北先生用”債券“來簡稱”迷你債券“ ! 在和廣北先生的心裡,是否下意識地把本質為多層 Credit-Linked-Notes 的迷你債券等同“債券”來看待了? 是否也間接地反映了銀行的在對於迷你債券的本質的理解上有系統性錯誤?

銀行界有著理解並且買賣 CDO / Synthetic CDO / CDS /Credit-Linked Notes 的專業知識和多年豐富投資經驗之專業人士。 根據安永為銀行公會提供的“迷債結構和定價“報告(2008年12月), 在2004-2008年內,銀行銷售的迷債系列 10(2004年5月發行)至36均為類似性質的以合成CDO為第二層債務抵押證券。而合成CDO 之資料於迷債正式發行日(通常是購買截至日之後的3個星期左右)之前就已經有了, 因為雷曼必須在迷債正式發行日之前把合成CDO 評級拿到,再名正言順地用迷債之資金去買入自己打包的合成CDO 。

至今為止,銀行堅持自己在迷債銷售上是沒有錯誤的。也就是說,他們明白賣的產品究竟是甚麼。銀行是沒有任何理由拒絕公眾對此之要求的。银行也可以公開他們不能回答關於這些問題的理由。 銀行也可以公开宣告:我是銀行我怕誰!

儘管 “銀行於銷售信貸掛勾票據時,不知悉第二層債務抵押證券所掛勾之信貸參考機構“ (任總語),

(1) 2008年8月,在銷售了4-5年 共 36 個迷你債券系列之後,銀行是否知道這 迷債抵押品”(即"第二層債務抵押證券)之合成CDO 是賣跟由 97-194個相關主體組成的一攬子信貸保險? 以及: 銀行是否知道 如果這合成CDO之一攬子掛鈎相關主體裡發生了 足夠的信貸事件的話 造成合成CDO本金損失 ?

(2) 以系列19為例125個相關主體內,當第9個信貸事件發生時,就會造成合成CDO本金損失 ,而第10個信貸事件發生時,就會造成合成CDO 100% 本金損失 銀行是何時了解到這些系列19之具體信貸掛鈎主體及信貸事件影響之條件的?

(3) 從2004年5月的第一個以合成CDO作為”第二層債務抵押證券“的 系列10 開始,直至 2008年的 系列 36,在2008年8月之前這幾年的期間, 銀行有沒有跟雷曼(或發行商)要求過並且看過任何其中任何一個或幾個迷債系列的”迷債抵押品資料”(即:“第二層債務抵押證券“ 合成CDO 資料) ?

(4) 銀行於銷售迷你債券 時, 是否理解到: 這”迷債抵押品”(即"第二層債務抵押證券“)之 合成CDO 信息和風險 為迷債相關重大信息和重大風險 (material information and material risk) ?

(5) 銀行於銷售迷你債券 時, 是否理解到 : 這”迷債抵押品”(即"第二層債務抵押證券“)為 合成CDO ?

(6) 銀行於銷售迷你債券 時, 是否理解到 :這"迷債抵押品”之合成CDO 的主要特徵是跟一攬子信貸主體掛鈎?

(7) 銀行於銷售迷你債券 時, 是否理解到: 這 合成CDO 是賣 由 諸多 個相關主體組成的一攬子信貸保險 ? 以及其 ‘ 如果一攬子掛鈎相關主體裡發生了足夠的信貸事件的話,就會造成合成CDO本金損失’ 之特徵?

(8) 銀行於銷售迷你債券 時, 是否理解到: 而這”足夠“信貸事件,絕不是指合成CDO之一攬子信掛鈎主體之50% 或90%的相關主體發生信貸事件? 以及 ‘ 通常是會當8%-10%(或更低的百分比)的相關主體發生信貸事件的時候,就會造成合成CDO本金損失,最終造成迷債的利息及本金損失’

(9) 銀行於銷售信貸掛勾票據 (即:迷你債券)時,關於這 迷債抵押品,即今天的””第二層債務抵押證券““, 是如何跟客戶解釋和披露的呢?有沒有披露過其信貸風險?

(10) 銷售的時候,銀行有沒有跟客戶解釋,這“抵押品資料” 可以稍後於迷債正式發行之前(由雷曼或發行商)准備好,可以提供給客戶?
銷售之後,當這“抵押品資料”已經(由雷曼或發行商)准備好了的時候,銀行有沒有告知客戶? 以便提供給客戶或者由客戶去索取閱讀。
無論是銷售前,銷售時或銷售之後,銀行有沒有跟客戶提起過/或披露過任何“抵押品資料” 相關資料或相關信貸資料?

2009年6月11日 星期四

轉載安永報告的迷債示意圖

1。 迷債系列10-36之結構。 為甚麼迷債章程跟銀行的解釋完全沒有 合成CDO (层) 這一層解釋呢?


安永報告指出:SPV PIFL把迷債資金投資於合成CDO, 該合成CDO”是由不同的SPV發行的。而迷債中的兩類掉期 (即“迷債層次的FTD掉期”和“合成CDO 層次的掉期)是為向雷曼賣信貸保險而設計的。合成CDO was backed by the collateral which is the Lehman USD Liquidity Fund. 因此,迷債只有一個資產(即:雷曼貨幣基金),和許多負債(liability)(即兩個層次的信貸掉期)”。迷債層次的FTD掉期幾乎不為迷債持有者帶來收入,所有CDO層次(包括雷曼貨幣基金的利息)的收入均歸於雷曼。

2。安永報告明確指出:在合成CDO層次的SPV是由97-194個相關主體組成的一攬子信貸保險如果一攬子掛鈎相關主體裡發生了足夠的信貸事件的話,就會造成合成CDO本金損失,從而觸發迷債層次的“underlying securities破產事件”,最終造成迷債的利息及本金損失

這好像也是在描述發行商健在的“精明債券”?

為甚麼在幾年的迷債銷售期間,從迷債章程和證監會審批人員,到金管局和銀行,
從 系列10 到 系列36 的幾年之間,
- 都從不知道 合成CDO究竟為何物?
- 銀行,證監會是否都認為 合成CDO 不屬於重大風險的信息?
- 也從未試圖瞭解過 合成CDO ? 2004年5月發行 系列10 的時候可能不瞭解成CDO具體組成,之後也從沒有去瞭解過?
直至2008年9月之後/或者安永報告出來才瞭解?
- 2004年5月-2008年8月, 銀行從沒有跟雷曼要求過抵押品文件?銷售迷債是抵押品文件可能還沒有出籠,在迷債抵押品購買之後是一定有的啊。
迷債抵押品是跟迷債相關的重大風險。迷債抵押品信息可是跟迷債風險相關的充分信息啊。
- 都沒有人跟客戶解釋過這些?
- 為甚麼沒有一個發行章程都寫一些類似的內容的?


3. 安永報告的一些定義(對照示意圖).
(a) FTD Swap: First To Default Swap. In a FTD Swap, the protection seller (ie.. PIFL) will take the loss caused by the first default to occur among a poool of up to 8 reference obligations. Upon occurrence of the first default within the reference pool, the settlment amount for the FTD Swap is dependent on the credit event of the FTD Swap reference obligations and the value of the underlying Synhtetic cDO for Series 10-36.


(b) CSO = Collateralized Swap Obligations. The CSO represents a swap arangement between the Synthetic CDO-level PSVs and LBSF in which the SPVs sell credit protection on a basket of between 97-194 underlying reference entities and surrender the total return of the Colalteral in exchange for periodic interest payment from LBSF. The CSO offers higher yield as the periodic interest payments are passed through the SPVs. However, the SPVs can be at risk of losing their initial investmtns if serveral credit events occcur in the reference portfolio.CSO

迷債之信貸掛鈎主體知多少?



迷債系列10-36的資金是投資於合成。合成跟一攬子相關主體信貸掛鈎。以下為合成的信貸掛鈎主體的數目。

迷债系列; 合成CDO中的信貸掛鈎主體

MinibondSeries; ReferenceEntitiesInSyntheticCDO

#10 /#11 /#12, 125;
-----------------------------------------
#15 /#16 /#17 /#18, 124;
-----------------------------------------
#19, 125;
-----------------------------------------
#20, 98;
-----------------------------------------
#21, 105;
-----------------------------------------
#22, 104;
-----------------------------------------
#23, 97;
-----------------------------------------
#25, 190;
-----------------------------------------
#26, 160;
-----------------------------------------
#27, 155;
-----------------------------------------
#28, 160;
-----------------------------------------
#29, 190;
-----------------------------------------
#30, 194;
-----------------------------------------
#31, 175;
-----------------------------------------
#32, 150;
-----------------------------------------
#33, 145;
-----------------------------------------
#34/#35/#36, 150;

2009年6月8日 星期一

SFC Coverup for Minibond prospectuses?

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”.

Does SFC consider the Issuer Prospectuses & Program Prospectuses meet the above “全面市場披露” requirement? Does SFC consider the Issue Prospectuses meet SFC's claimed "clear, non-leading, adequate disclosure" standard ? (SFC may use Series #19 (2005) or #27 (2006) or #35 or #36 (2007) as examples).

From SFC CEO's testimony in Oct.13, 2008 Legco Meeting, (http://www.legco.gov.hk/yr08-09/chinese/hc/minutes/hc20081013.pdf).

SFC CEO 韋奕禮先生 seemed to be fooled by misleading statements in Minibond Issue Prospectuses, and was fooling the public by quoting the misleading statements from the Minibond Issue Prospectus.

1. SFC CDO 韋奕禮先生 said tthat “These products were backed by triple A collaterals and the likely cumulative historical rate of failure for triple A collaterals over the past 25 years between 1981 and 2006 is 0.09 percent for the first three years.”
The SFC CEO seemed to quote the historical default probability data in the Issue Prospectus of Minibond Series #36 (page 54). Such data obviously intended to show that Minibond was backed by collateral with such default historical data. However, such data does not apply to the Minibond (synthetic) CDO collateral at all! Because the quoted 25 year data was based on the default performance of all conventional AAA-rated debt issues. The Minibond (Synthetic) CDO collateral (Series 36 and many earlier Series) were Synthetic CDO which does not even have a 10-year historic data for data/record tracking.
Was SFC CEO fooled by such misleading data and considered the Minibond was ‘backed by’ ‘triple A collateral’ that had similar characteristics (in terms of default rate) as to the triple A conventional bond/debt?
Or: Was SFC CEO trying to fool the public by quoting the above misleading data ?

2. SFC CEO used "backed by triple A collateral" (in his speech quoted in #1 above).

"backed by" was a totally wrong or misleading descriptions here. The Minibond (money) was really INVESTED into triple A rated Synthetic CDO that sold credit protection on a basket of between 97-194 underlying reference entities to Lehman Brother. That is, the so-called "triple A collateral" was itself credit-linked to over 100 reference entities in its true nature, It was not a a conventional bond/debt by any definition,

By using 'backe by', SFC CEO was suggesting that the Minibond value was dependent on the (synthetic CDO) collateral, and effectively hinted that the synthetic CDO collateral had the similar quality as of a triple A conventional bond/debt.

Either the SFC CEO was misled by the Minibond Prospectus or was trying to mislead the public on the truth of Minibond.

In fact, If sufficient credit events occur within the Synthetic CDO basket's credit obligations, the resulting loss will be taken up by the Synthetic CDO through reduction of the Synthetic CDO principal. This leads to an "underlying securities default event" at the Minibond-level.

Was the Mr. SFC CEO aware of this?

It was the synthetic CDO that was secured by Collateral which was the Lehman USD (Money Market) Fund. The intention was probably to ensure the payment to the credit-protection buyer Lehman for the basket reference entities of 97-194 included in the Synthetic CDO.


3. [SFC CEO韋奕禮先生: Series 36. There are a number of different series. Generally, each series will have something akin to the statement in series 36, which said they are not suitable for everybody. They are suitable for people who want a fixed rate quarterly interest in US Dollars or Hong Kong Dollars and are confident that none of the seven named referred entities will be affected by a credit event and they are willing to accept the risk that our notes are not principal-protected and if a credit event happens to any one of the referred entities, you will only receive back in a credit event an early redemption amount which could be significantly less than the principal amount of our notes. That is a fairly typical disclosure of each of the documents.]

韋奕禮先生 was quoting from the Section "Who should buy our Notes? Are they suitable for everyone? ", which can be found in the Issue Prospectus (page 10, Series #27) as below:

[“Who should buy our Notes? Are they suitable for everyone?
Our Notes are not suitable for everyone. (...)
Our Notes are only suitable for investors who are:
- looking for fixed rate quarterly interest income in USD or HKD;
- confident that none of the 7 named reference entities will be affected by a credit event (that is, “Bankruptcy”, “Failure to Pay” or “Restructuring”, which include events such as a major borrowing default, bankruptcy or adverse debt restructuring) between the issue date and the second business day prior to the maturity date of our Notes and who are able to take the risk that they may lose their investment if one of these events does happen;
- willing to accept extension of the maturity date for our Tranche A Notes (...)
- willing to accept early repayment of principal (...). ]

Above statements in plain English clearly suggested (to retail clients) that, although it was not suitable for everyone, IF you were confident on the 7 reference entities, the Notes was for you! SFC CEO seemed to be content with the above misleading statement, and was fairly happy about the disclosure of ‘confident that none of the seven named reference entities will be affected by a credit event.". SFC CEO AGREED with such misleading statement, and was quoting it to defend the Minibond prospectuses.

After all, the key risks of the Minibond is the default-event with the 7 reference entities, is that right, MR. SFC CEO ?

Don’t we also need to be confident on the MANY never-mentioned & undisclosed reference-entities hidden in the Minibond CDO collateral, along with our confidence on the 7 well-known companies? Minibond CDO collateral was in fact credit-linked to many (over 100) reference entities, but not to the same 7 well-known companies. Use Series #19 as an example. Don’t we need to be confident that there would be less than 9 default event out of 125 reference entities? Because, out of 125 entities in Minibond CDO Collateral, the 9th default event would cause collateral principal loss, and the 10th default event would cause 100% collateral principal loss. Confidence on the 7 reference entities would catch us total surprise in seeing the 100% principal loss caused by the 10th default event out of the 125 reference entities which was mentioned nowhere in the prospectuses.

Was SFC CEO fooled by the Minibond prospectuses as HK retail minibond-buyers?

or: Was SFC CEO trying to fool the public in order to defend Minibond prospectuses?

2009年6月6日 星期六

銀行不瞭解(Lehman Minibond)迷債抵押品的性質? 不是系統性失誤是甚麼?



請問金管局:
如果銀行不瞭解迷你債卷抵押品的性質,銀行能夠系統性地清晰瞭解並跟客戶解釋迷你債卷的真實特徵和風險嗎?


前銀行公會主席和廣北先生於2008年9月27日的言論告訴金管局:銀行對於迷你“債卷抵押品的性質”不確切瞭解。銀行在這個迷你”債卷“的銷售上是犯了系統性的錯誤的。

為甚麼金管局至今還是堅持銀行無系統性失誤,只要按金管局的 既定 “從下至上”的方針,,一個個案例地查“違規銷售”?

金管局的如意算盤是:如果等 N 年後 2萬多例都查出有類似的問題的話,再查銀行的系統性失誤也不遲。反正在此事上的經濟效益和調查效益不是主要的。

金管局慷慨地以公款 庇護銀行和銀行家之心,路人皆知。 何人問責?

2008年9月27日明報: 銀行公會主席和廣北公開錶示:
“現時本港銀行作為雷曼迷你債的包銷商或分銷商,掌握的信息十分有限。這些債券狀況如何﹖債券抵押品的性質是什麼﹖。。。目前包銷商都不掌握確切信息。”



1。 和廣北先生用”債卷“來簡稱”迷你債卷“ !
這是否說明在和廣北先生的心裡,下意識地把本質為多層 Credit-Linked-Notes 的迷你債卷等同“債卷”來看待了?
或者說:和廣北先生或銀行口中的“債卷”只是個沒有任何意義的品牌名稱?
將來銀行管理層和銀行會否以“股票”作為品牌名來通稱期指和窩輪等一切產品呢?

2。 如果銀行確如和廣北先生所聲稱:對”債卷抵押品的性質“不掌握確切信息。
是否錶示:銀行並不知道迷你“債卷的抵押品“本質其實也是一個信貸掛鈎產品? ,
是否錶示:銀行並不知道迷你“債卷的抵押品”是跟諸多(100多個)各種評級的公司的信貸掛鈎的(而不再是甚麼七個著名公司)?
如果銀行真的是不清楚 迷你“債卷的抵押品“的確切特徵的話,
那麼,銀行該如何理解迷你“債卷”的真實特徵和風險呢? 真實特徵和風險在於跟 七個著名公司信貸掛鈎?
這是否也解釋了為甚麼銀行至今緘口不言迷你“債卷”的真實特徵和風險呢?


如果金管局監察銀行給銀行職員的迷債相關的培訓和銷售指引的話,就會發現銀行的(迷債相關的)內部培訓和指引都不提“債卷抵押品“, 更不提”債卷抵押品的性質““。

3。 銀行界有著理解並且買賣 CDO / Synthetic CDO / CDS /Credit-Linked Notes 的專業知識和專業人士。如果銀行都不能理解所謂迷你“債卷抵押品”的真實性質的話,如何解釋銀行的零售客戶們都是理解了迷你“債卷”的真實特徵和風險才買入迷你”債卷“的呢?

4。銀行銷售迷債不是偶爾的一次兩次。 在長達三,四年內,銀行共銷售了 20-30 多個類似性質系列的迷你債卷,如果銀行確實是沒有瞭解”債卷抵押品的性質”的話,那麼,
- 銀行是如何理解迷你債卷這種“債卷”的真實特徵和風險的呢?
- 銀行系統是如何作對於迷你債卷的盡職審查的呢?
- 銀行給與職員的培訓和銷售指引究竟是怎樣介紹迷債的真實特徵和風險的呢?風險為:跟 7 個著名公司信貸掛鈎?
- 銀行職員能給客戶介紹哪些迷債的真實特徵和風險的呢?
- 銀行不是犯了系統性的錯誤, 又是甚麼呢?!!!!!


4。以銀行界的專業知識和專業人員背景,
- 銀行是真的確實沒有瞭解“債卷抵押品的性質“呢?
-還是擔心披露“債卷抵押品的性質“ 會影響迷你“債卷”的銷售?

金管局如果調查的話,就會發現有一批銀行管理人員不僅是理解了“債卷抵押品的性質“, 還理解到了“債卷抵押品的性質“對迷你債卷銷售的危害力(例如:上海商業銀行等)。畢竟:“跟 7 個著名公司掛鈎” 的風險 和”跟 7 個著名公司 + 100多個各種評級的公司信貸掛鈎” 是完全不同的!對此銀行是完全清楚的。

這也解釋了為甚麼銀行的(迷債相關的)內部培訓和指引都不提“債卷抵押品“, 更不提”債卷抵押品的性質““。


金管局慷慨地以公款一味庇護銀行和銀行家的行徑,何時可以停止? ???

2009年5月30日 星期六

清查銀行 “七個代表” 之 騙術



銀行職員有否告訴客戶迷你債卷實質是跟七個著名公司和諸多其它各類公司信貸挂鉤?

銀行敢不敢自己做事自己負責? 把當初賣迷債時講的話和對迷債的理解再講一次?現在銀行對於賣了幾年的產品的特征是屁也不敢放一個 ! (sorry for my language, But banks deserve it !).

銀行成了街頭的傻啞巴小販:No-Brainer 式的按發行商指示把章程給客戶了,客戶自願簽字了。之后管收錢就是了。章程內容是否充分披露了迷債的特征和風險了 & 跟客戶解釋真實特征和風險 呢,那就不管銀行的事了。

銀行有理的就出來當眾講講:迷你債卷到底是跟幾個公司信貸挂鉤?銀行給與客戶的資料裡到底提到了多少個挂鉤公司 以及 關於挂鉤公司的信息到底披露了多少?銀行自己對於迷債抵押品的性質是否了解?

七個代表”概括了 迷你債卷 和 精明債卷 和 星展零售債卷 的銷售手法之精髓。以“跟七個著名公司信貸掛鈎”代表了“跟 100-150 多個評級由AAA至CCC不等公司信貸掛夠的”的實質, 以“跟七個著名公司信貸掛鈎”代表並遮掩了沒有買入任何相關公司的實際資產,而是「對賭」信貸狀況的實質. 發行商不同, 騙術卻是類似的。

金管局之前在立法會還大言不慚地說甚麼迷債之所以出問題,在於雷曼出了問題。現在大摩 okay,可是精明債卷出了問題。關鍵問題何在呢?
金管局的精英們大概會說:關鍵還是在於雷曼。 "如果雷曼不破產...","如果...不...",..., 精明債卷的抵押品中的100多個掛鈎公司就不會有問題了。

(一)"如果。。。不。。。”:

- “如果銀行是有錯的話,如果銀行確是把產品的真實特徵和風險跟客戶講清楚了的話,銀行应该会毫不犹豫地堂堂正正地再次給大家解釋和演繹一次关于產品的真實特徵和風險的,对吧?
反正银行在2004-2008年之間已經演繹了多次,金管局都认为任何只是少數人對產品認識不足的。在银行的销售职员里,随便找个人都可以給大家解釋和演繹一次关于產品的真實特徵和風險的,对吧?”

- “如果銀行是有系統性失誤的話,那麼,銀行可以有大堆文件証明相關產品的培訓和盡職審查。對吧?”
新鴻基金融曾為許多銀行提供了關於跟迷債相關的培訓。事實上,許多銀行(如:永亨銀行等)的迷債銷售是直接跟新鴻基金融合作,而不是直接跟雷曼亞洲合作的。
證監會卻就新鴻基金融的迷債銷售提出了以下關註:
[ 1、對產品進行的盡職審查是否足夠;2、對前線人員提供的培訓是否足夠,從而確保投資者理解產品涉及的一切重大風險;3、迷債系列的風險水平;向零售銷售人員傳達迷債風險評級的信息;及採取理應採取的措施,確保銷售人員提供合理適當意見;等等


(二)[ 蔡耀君。。。金管局在已處理的投訴中,亦發現個別員工對金融產品的性質風險認知有所不足。不過,他強調,由於目前尚有很多投訴尚未完成,故難確定這普遍情況。]

- 在金管局已經處理的投訴中,“對金融產品的性質風險認知有所不足”的“個別員工”的比例范圍是多少?10% 20% ? 

- 如果在金管局已經處理的投訴中普遍“不是認識不足”的話,那麼,“不是認識不足”的銀行職員們通常有那些認識呢?又是如何跟客戶解釋關於迷債的真實特征和風險的呢?
比如跟客戶解釋:﹝“跟7個公司信貸掛鈎,要鎖定3-7年,到期後可拿回本金”,同時把Program Prospectus 和 發行章程給了客戶﹞?

是否是屬於認識充足並跟客戶解釋了迷債的真實特征和風險了呢?金管局可否回答這個簡單直接的問題呢?

- 在金管局已經處理的投訴中,可否請金管局從那眾多的“不是認識不足”的銀行職員裡提供幾個例子,隨便找出10-20個的銷售過迷債的銀行職員來跟公眾再次演示和解釋一下他們對產品的“透徹理解”。
讓公眾看看“不是認識不足”的銀行職員是如何理解和解釋迷債的真實特征和風險的?  讓公眾看看那些 “不是認識不足” 的銀行職員是如何理解並跟客戶解釋抵押品的實質和風險? (或則說,抵押品的實質和風險跟迷債的真實特徵和風險是不相關因而沒必要提及抵押品的實質和風險?請金管局向公眾下個定論。)

依我之見,這個請求應該是銀行求之不得的吧。 終於再次有機會跟公眾演示和解釋一下他們對產品的“透徹理解”了,這可是大長銀行名譽的絕好機會啊。

(三)[ 蔡耀君...透露,金管局接獲的相關投訴中,以前線銷售人員未有清楚解釋風險的類別最多,並強調前線銷售人員應當全面就迷你債券的性質風險向客戶解釋

- 金管局為甚麼不公布金管局對於產品的真實特徵和相關風險的基本定義?
- 金管局為甚麼不公布"全面就迷你債券的性質風險向客戶解釋"的基本定義?
難道說金管局跟銀行在迷債的真實特征和風險的定義上有分歧?如果是這樣的話,干脆把金管局跟銀行的定義都公布於眾。有透明度才有公平合理,黑箱調查隻能讓人覺得有偏袒一方之嫌。
當然,金管局是大權在握,銀行有是有財有勢,普通百姓覺得金管局保護銀行,金管局和銀行也無須懼怕無錢無權的普通百姓。金管局和銀行家們心想:"Who cares? What else can you do?!!"

- 除了解釋“七個代表”(即跟七個著名公司信貸挂鉤)以外,銀行職員有沒有告訴客戶:
* 迷債還跟其它諸多公司的信貸挂鉤?
* 迷債的抵押品不是投入於任何實質資產的。
* 迷債的抵押品是跟其它諸多公司的信貸挂鉤?這都是在抵押品資料之中。這諸多公司通常會是100多家,這些公司的平均評級通常是遠低於那七個代表的,可以是包括AAA-CCC不等。

- 在目前金管局已經處理的投訴中,達到以上要求的比例的職員是多少?
或者:
- 請金管局給出關於迷債的真實特征和風險的定義,並告知公眾: 在目前金管局已經處理的投訴中,達到金管局要求的比例的職員是多少?


(四)[ 蔡耀君。。。強調相關的調查同時牽涉前線員工與銀行機構內部監控工作,其中金管局在調查過程會與有關前線員工會面取證,了解他們因甚麼原因令有關交易未能夠遵守操守準則。

金管局至今為止的調查的結果是什麼?例如:
- 從銀行對其職員的培訓 以及 銀行的關於迷債的銷售指引等文件?証明銀行內部機構監控工作是適當的?可否給公眾公布一個(或數個)銀行的迷債相關的培訓�銷售指引的文件?可以略去佣金部分啊。產品都賣了幾年了,這些培訓等文件不應該是“機密”了吧?也不應該會損害公眾利益吧?
-銀行職員了解迷債的真實特征和風險,但決定隻跟客戶介紹“七個代表”?
- 銀行職員自己都根本就不知道以上特征和風險。如果是這個原因的話,金管局目前為止調查出來的原因是什麼?或則:不管銀行是如何做的,隻要銀行職員沒有理解或解釋產品的真實特征和風險,就是銷售人員的錯,一定不可能是以銀行的系統性錯誤.原因是:莫須有?

永亨銀行 Ms Carmen Ng 於2008年十月初承認 [銀行(不僅僅是她個人 )並不知道抵押品的實質,並不知道迷你債卷是無實質資產的]。 Ms Carmen Ng 在給我解釋迷債的時候,根本就沒有提過抵押品,只是解釋並跟我探討了7個公司的破產可能性,還指出系列27‘的幾個掛鈎公司是在眾多迷債系列掛鈎公司中非常高質量的選擇。因為我對於那 7個挂鉤公司 和破產事件的定義都是非常小心的。Ms Carmen Ng承認她給我的解釋是她當時對迷債的理解。
Ms Carmen Ng 沒有「透徹理解」投資產品,實際是反映了永亨銀行的系統性錯誤,而不僅僅是某個銷售人員的"違規銷售”. 永亨銀行對於迷債的和關於迷債的培訓及銷售指引等資料,都可以証明這點。


關鍵是:金管局和政府是否一直打算閉眼不看,幫助銀行蒙混過關?

(五) [ 蔡耀君:金管局倡設風險「說明書

設立風險說明書是好事。關鍵在於:何謂風險。以迷你債卷為例,
- 風險到底是跟7個著名公司挂鉤,還是跟132個各類評級公司挂鉤?
- 迷債的錢是投入於實質資產還是沒有投入於任何實質資產而隻是賣保險等,
如何清晰准確均衡無誤導地,真真實實地把真實特征和風險給客戶介紹,這才是問題的關鍵。

銀行賣了3-4年以以賣信貸破產掉期合約(即:賣保險)為抵押品的迷你債卷,卻幾年如一日地堅持向客戶介紹“七個代表”論(即跟七個著名公司信貸挂鉤),抵押品的真實特征和風險是一律不提。原因在於沒有風險「說明書」呢,還是在於不想把真正風險向客戶披露?


謊言重復一千遍還是謊言! 除非你可以把相關人員都趕盡殺絕。真理終會戰勝謊言。銀行集體欺騙普通市民,依靠權勢來遮蓋其丑行。是可忍,熟不可忍! 不管是一個月,一年,十年。生命不息,奮爭不止。

"You can fool some of the people all of the time, and all of the people some of the time, but you can not fool all of the people all of the time."

2009年5月27日 星期三

(轉載) 大聯盟給警務處處長鄧竟成 的一封信



Letter to Commissioner of Police Mr. Tang King Shing

Mr. Ian Grenville Cross, SC, JP
Director of Public Prosecutions
Mr. Ian McWalters, SC
Deputy Director of Public Prosecutions
Mr. Lee Ka Chiu, Director of Crime & Security, HKP
Mr. Chan Yiu Kwok, CSP (Crime Commercial Bureau), HKP
Sirs,

The most important message of this letter is to inform you that your inaction and foot-dragging tactic is being exploited by the banks to carry out a second fraud against the victim investors defrauded by them. These victims were deceived by the banks as to the true nature of the Lehman-related securities when they were induced to make the purchase and now, courtesy of your inaction, they are subject to a second round of deception regarding their legal rights. Before you resort to the cliché that the victims should seek their own legal advice, they as well as the wider public are entitled to know what the government generally, and the relevant departments inclusive of yours in particular, have done.

2. What has happened in the last several months is an artificial environment created by you and other officials, with varying degree of intent, indifference, and culpability; to enable the banks to coerce the victims to agree to the so-called settlement. We are informed by some victims that the bank staff has adopted an intimidating attitude to:
(a) induce the victims to agree to settle on terms dictated by the banks;
(b) mislead the victims into believing that the terms of settlement would be harsher with the passage of time thereby putting pressure on the victims to surrender their rights to whatever terms offered to them;
(c) deny the victims the right to be accompanied by relatives or friends in the settlement process;
(d) deny the victims the right to have a full written record of the terms and conditions of the settlement.

3. The risk that a majority, if not all, of these settlements are reached under duress is substantial and real. The HKMA and the SFC have the profiles of the victims and they know how many and who are vulnerable to duress or misrepresentation. The senior officials of these two bodies are by far the most culpable for allowing the banks this ‘window of opportunity’ to perpetrate the second fraud.

4. It is not disputed that the extent to which this second fraud is properly so characterized is dependent on whether the original complaint of fraud is well-grounded in our jurisprudence. It is therefore apposite to recount in summary form what is known and what evidence is at hand. We are only a handful of victims not having legal or financial expertise, nor do we have any privileged right of access to information not available to the public, yet we have been able to unearthed the following within months after the fraud came to light. This convinces us that you undoubtedly are in possession of sufficient evidence, and information that will lead to further evidence, that would satisfy any reasonable police officers and prosecutors that criminal prosecution against the suspects is fully justified.

5. The evidence we rely on to demand immediate intensification of investigation and prosecution is as follows:
(a) The prospectuses in pursuance of which the Lehman-related securities were sold (the ‘Lehman prospectuses’) are incapable of describing the nature of the products or explaining the risks inherent therein by a massive margin.
(b) The Lehman-related securities feature a ‘piggybacked structure’ with a façade, typically a first-to-default credit-linked note (the ‘FTD’) concealing a hidden component varyingly referred to as ‘security’ or ‘collateral’ in the Lehman prospectuses. At least in majority of cases, the ‘hidden component’ is synthetic floating rate notes that are the sine qua non of the Lehman-related securities. This hidden component will be referred to as ‘Security’ below in order to distinguish it from the ‘real collateral’ the existence of which is not disclosed in the Lehman prospectuses.
(c) Structure note resembling the FTD in every material aspect was sold by HSBC Bank in Hong Kong (the ‘HSBC notes’) during the material time when the Lehman-related securities were sold. The issuer of HSBC notes and issuer of ‘minibond’ are almost identical in the sense that the individuals sit on these two boards of directors during the material time are almost the same. If the corporate veil is lifted, both issuers are clearly controlled by the same unit or department within the HSBC group.
(d) The law firm Linklaters advised the two issuers in respect of the two different products – the relevant Lehman-related securities known as ‘minibond’ and the HSBC notes. Despite the enormous differences between the two – one a ‘piggybacked structure’ while the other is just a FTD, the two prospectuses concerned are almost identical in structure, content and layout.
(e) Structure notes resembling the ‘Security’ in every material aspect were sold by Lehman Brothers in Australia during the material time through an entity under its control – Mahogany Capital Limited. The Mahogany prospectuses provide a rough but insightful estimate of what and how extensive details about the ‘Security’ were withheld from the Lehman prospectuses.
(f) Numerous victims defrauded by this fraud have enquired the banks concerned about the training to which the relevant staff involved in the sales of the Lehman-related securities had been given. The responses received all indicate that training for the Lehman-related securities was provided by the Sun Hung Kai Financial (the ‘SHKF’). In the past two months or so, we have repeatedly invited SHKF to admit or deny whether it has anything to do with the training of staff of other distributor banks regarding the sales of the Lehman-related securities. So far, all replies from SHKF have been evasive refusing to address its role over the training issue.

6. The above points (a) to (f) are factual and they are grounded on documentary evidence and the following are reasonable inferences that we believe also to be factual:
(a) The façade and the Security are products capable of and are being sold as stand-alone products. They were sold separately by Lehman Brothers.
(b) The purpose of ‘piggybacking’ a façade on the Security is solely for deception purpose. There is no other economic or legitimate commercial purpose.
(c) SHKF as coordinating distributor either knew, or recklessly indifferent of, the true nature of the Lehman-related securities. In its training provided to the bank staff responsible for selling the securities, it put emphasis only on the façade as if it is the be all and end all of the products. This is a misrepresentation of the true nature of the Lehman-related securities, but the Lehman prospectuses are designed and organized in such a way to facilitate such misrepresentation. At any event, the Security level of synthetic derivative notes would be too complicated for the bank staff and the prospective investors.

7. The fraud is commonplace in terms of its modus operandi, namely by means of misstatement of facts. It is unusual in terms of the parties involved and their status, namely almost two dozens of banks and financial institutions ranging from global dominant players to local runners-up are implicated. The amount of money involved is also unprecedented by local history. A further dimension of complexity is that the same ‘piggybacked structured’ financial products marketed by the same modus operandi was adopted by another, or other, major financial institutions. Because the suspects are too powerful and well-connected with the political leadership, the criminal law is halted right at doorstep of the banks. The latent privileges, including potential immunity from the law, enjoyed by the banks and the well-connected (such as the Linklaters) crystallize which turns law enforcement into a consensual matter in so far as these suspects are concerned.

8. Is there any reason why the police and the DPP are indulging in this wait-and-see trick? Already in their brief should be the following ingredients sufficient for bringing the suspects to court:
(a) Indictment: fraud contrary to section 16A of the Theft Ordinance (Cap. 210 of the Laws of Hong Kong).
(b) Defendants: (i) HSBC Bank and its individual employees serving on the boards of directors of the issuers authorizing the issuance of the Lehman-related securities.
(ii) SHKF and the distributor banks
(iii) Lehman Brothers Asia Limited and Mr. Leon Hindle.
(c) Evidence: (i) the Lehman prospectuses; (ii) testimonies of the victim informants who have lodged complaints with the police.
(d) Points of law that may be disputed: the nature of Lehman-related securities.
The reports produced by the HKMA and SFC contain numerous misstatements of facts, especially in respect of the securities. There are also articles appear in locally based professional periodicals purported to explain the fraud in a misleading way. This is reminiscent of burning the Reichstag by Hitler in 1933. Is it not a concerted effort to whitewash the fact and paint over it with fiction?

9. In the recently adjudicated case of HKSAR v HO Ka Keung (Criminal Appeal No. 196 of 2007), the defendant, a professional insurance broker, was charged with the same offence as abovesaid. It was held that recklessness suffices to found a conviction and the personal attributes of the defendant were ‘obviously relevant’ to the question of guilt. In paragraph 51 of the judgement, the learned judge endorsed the observation of the trial judge as to the state of knowledge of the defendant. In this connection, the defendant was held at the trial that he ‘knew that commission was to be paid ... at a very attractive level and, quite clearly, he knew that the whole purpose ... was churning through insurance forms without any attempt ... to ensure that they were honest, truthful and complete’. The same description could properly be applied to the distributor banks and the HSBC Bank. The defendant in this case had been found guilty and his appeal was dismissed. If what he did is unlawful, so is the conduct of the suspects identified above.

10. According to professor Alastair Hudson of Queen Mary, University of London, actionable loss arising from the context of financial derivative products could generally be classified into two categories: ‘failure of model’ and ‘suitability failure’. HSBC Bank and Mr. Hindle knew the model is doomed to disaster for the retail investors but they decided that their personal gains override the concern that the model is fraudulent. The ‘suitability failure’ follows inevitably from it. (See ‘The Law on Financial Derivatives’ 2nd Ed., (Sweet & Maxwell, 1998)).

11. In our polity, it is the judiciary that decides whether the suspects are guilty. The refusal of the police and the DPP to prosecute this crime rigorously verges perilously on perverting the course of justice. If the refusal of the suspects to cooperate is a reason for delay, the public should be informed of this fact and decide for themselves their best course of action.

Yours faithfully
The Alliance of Lehman Brothers Victims in Hong Kong

From: http://www.lbv.org.hk/content/pages/posts/letter-to-director-of-public-prosecutions2733.php