安氏案例分析：买壳上市转板成功的例子——科通集团COMTECH GROUP (NasdaqGS: COGO)
安氏案例分析：买壳上市转板成功的例子——科通集团COMTECH GROUP (NasdaqGS: COGO)
一、科通集团简介：
科通集团成立于1995年，总部设在深圳，公司主要从事信息领域产品的研究、开发、销售，并且于2004年在美国纳斯达克上市（代码：COGO）。公司向客户提供各种解决方案、技术支持、销售及其他服务。
科通集团历史
二、反向并购上市
Kidron Corporate Advisors LLC did the merger of the Shenzhen-ba<x>sed Comtech Group into US publicly traded Trident Rowan Group, Inc. in a deal valued at over $40mm
Trident Rowan Group’s shares have been publicly traded since 1963, originally under the name of Rowan Industries Inc. and subsequently as De Tomaso Industries, Inc.
July 23, 2004
Trident Rowan Group, Inc. Announces Closing of Transaction with China-ba<x>sed Comtech Group, Inc.
NEW YORK –(Business Wire)– July 23, 2004 — Trident Rowan Group, Inc. (TRGI), a Maryland Corporation, announced today that it has consummated the previously announced transaction with Comtech Group, Inc., a Cayman Islands corporation. In accordance with the agreement, Comtech transferred all of its equity to Trident and Trident, in turn, issued to Comtech’s shareholders 40,502,150 shares of its common stock. Comtech’s shareholders now own approximately 91.2% of Trident’s common stock.
In connection with the closing, Messrs. Mark Hauser and Mark Segall will continue to serve on Trident’s board of directors and will be joined by Messrs. Jeffrey Kang, Bin Li, Zhou Li and Jason Kim and Ms. Amy Kong. Mr. Jeffrey Kang will assume the role as Chief Executive Officer of Trident.
Comtech, which when taking into account its predecessor company, began operations in 1995, is in the business of distributing electronic components, providing value added design services and developing and manufacturing electronic components for the telecommunications and electronic market and has a majority of its operating subsidiaries located in China. In 2003, Comtech generated approximately $43.2 million of revenues and approximately $3.4 million of net income.
Jeffrey Kang, Founder and Chief Executive Officer of Comtech and the new CEO of Trident stated, "We are very excited about closing this transaction with Trident and our ability to access the US capital markets."
Trident Rowan Group, Inc. has had no business operations since it completed disposing of all of its operating subsidiaries and real property. The Company has been actively examining opportunities to acquire or merge with another operating business since that time. Prior to the disposition of its operating companies, Trident was the owner of Moto Guzzi Corporation, an Italian manufacturer of luxury and high-performance motorcycles, (LITA), an Italian manufacturer of welded steel tubes used principally in the automobile and furniture industries, and Temporary Integrated Management, S.p.A. , a European turnaround management company.
三、上市后再融资
8/2004, a PIPE Offering
1/14/2005, a 1:2 split
7/15/2005, follow-on offering of $40 million at offering Price $5.50 that is co-managed by WR Hambrecht + Co
前五名机构投资者：
Waddell & Reed Investment Management Co 10.5%
Fidelity Management & Research 10.3%
Turner Investment Partners 4.7%
Zweig Dimenna Partners 3.4%
Rice Hall James & Associates 2.8%
四、转板进入NASDAQ全球市场
2005年3月获批准升入纳斯达克（NASDAQ）全国市场上市交易。
五、高管
康敬伟
科通集团董事长
康敬伟自己21岁从华南理工大学电子系毕业后．就一直沉浸于中国的电信市场。在松下公司工作了数年之后，康敬伟创建了科通国际电子有限公司。
JEFFREY KANG
CHAIRMAN OF THE BOARD, CEO and PRESIDENT
Mr. Kang is Comtech’s co-founder and has served as a director and chief executive officer since September 1999. In 1995, he founded Shenzhen Matsunichi Electronics Co., Ltd. and Comtech’s predecessor, Matsunichi Electronic (Hong Kong) Limited, when Matsunichi commenced operations as a distributor for Matsushita.
In 1999, he formed Comtech and transferred all Matsunichi operations and assets into the company. Prior to forming Matsunichi, Mr. Kang worked for Matsushita (Panasonic) Electric Industrial, where he was responsible for selling components to the telecom industry within China. From 1998-99, Mr. Kang served as vice president of the non-profit Shenzhen SME (Small and Medium Enterprises) Association. Mr. Kang earned an undergraduate degree in electrical engineering from South China University of Technology in Guangzhou, China.
倪虹
科通集团财务总监
HOPE NI
CHIEF FINANCIAL OFFICER AND SECRETARY
Ms. Ni spent six years as a practicing attorney at Skadden, Arps, Slate, Meagher & Flom LLP in New York and Hong Kong, specializing in corporate finance before joining Comtech in August 2004. Prior to that, Ms. Ni worked at Merrill Lynch’s investment banking division in New York. Ms. Ni is a member of the investment committee of Time Innovation Ventures, a venture capital firm focused on funding technology start-ups and joint ventures in China. Ms. Ni also serves on the board of Qianjia Consulting Company, which she founded in 2002. Ms. Ni received her JD from the University of Pennsylvania Law School and her bachelor in applied economics and business management from Cornell University.
时代创投投资委员会成员。美国宾夕法尼亚大学法学院法学博士、康奈尔大学商业管理学士，并拥有纽约州执业律师资格。
倪博士曾先后在美国美林公司的企业融资部及世界银行国际金融部工作，负责企业融资和兼并收购。曾参与普通股发行、债券发行以及私人和公共收购交易等股权交易，其中包括：历史上最大宗的股本分拆交换发行交易，约118亿美元Conoco股与DuPont股的交换；MetLife,Inc.(大都会保险公司) 的首次公开发行，是美国最大之一的首次公开发行；中国海洋石油12亿美元股份的计划中首次公开发行；中国网通电信公司的大型私募及其他公司的兼并收购相关活动，包括出售NTLIncorporated 18.5亿美元股份，以及BMGI，Inc和盈棵数码动力有限公司之间的股份交换。此外，曾经就多家公司的首次融资、第二次融资以及一般企业事宜而向其提供法律咨询。
2004年8月至今，在科通集团担任财务总监职务，帮助科通集团成功在美国纳斯达克上市，同时成功的在一年之内完成了私募和公开销售股票，达到了公司市值100%的增长。
六、参考资料
http://www.secinfo.com/$/SEC/Registrant.asp?CIK=28367
April 7th, 2007 at 12:04 am
标题:Look at BBC, AOB
April 7th, 2007 at 12:08 am
标题:我有位朋友专攻.OB股票到转正(AMX/NASDAQ)中国股票
中间利润很大,风险当然也很大.
希望有机会投资校长的公司.
April 7th, 2007 at 12:10 am
标题:谢谢你推荐这个公司。作为回报，我下次也给你推荐几（？）家我做的公司。
April 7th, 2007 at 12:28 am
标题:An Master, you have access to secinfo database, would
you post AOB case here….
many thanks in advance
April 7th, 2007 at 4:29 am
标题:what do you need, 10Q?
April 7th, 2007 at 8:28 am
标题:Yup.. that will do..
April 8th, 2007 at 12:50 am
标题:part
the file is too long. Here is only a very small part, which may give you an idea on this company. It is a nutritioanl supplment company, not a bio-tech per.se. according to the standards.
////////////////////////////////////sed pharmaceutical (\"PBP\") and plant-based nutraceutical (\"PBN\") products with a mission to improve people’’s health.sed on non-synthetic medicinal compounds that are extracted from leaves and roots of one or more plants. Each PBP has certain medicinal functions and proven efficacy in the treatment of at least one or more illnesses or symptoms of illnesses. Our PBP products are approved by the Chinese State Food and Drug Administration (the \"SFDA\") and are being sold both as prescriptions and over-the-counter medicine. PBNs, also frequently referred to as \"dietary supplements\" or \"nutritional supplements\", are prophylactic or preventive, in contrast to our PBP products which are used to treat an illness or symptoms of an illness. PBNs represent a different approach to medicine as they are supplementary to nutrition taken from a normal diet and help improve health or wellness of the whole body. Our PBN products are approved by local government agencies to be labeled as nutraceutical products.ription medicine specially formulated to help alleviate bed-wetting and incontinence and other over-the-counter drugs, such as Jinji Capsule to treat gynecological inflammations and pre-menstrual symptoms. Our PBN products include a line of health supplements including soybean peptide products and nutritional beverages.. All of our core products enjoy branded market leadership in China in the segments in which they compete. Because of the significance of these brands to our business, we concentrate our sales and marketing efforts in promoting them in our target markets.ription PBP product.se, expand our product lines, enhance our manufacturing and technical expertise, allow vertical integration, or otherwise complement our business or further our strategic goals.
OVERVIEW OF BUSINESS
American Oriental Bioengineering Inc. (\"AOBO\", the \"Company\", or as used in the context of \"we\", \"us\" or \"our\"), together with its wholly owned subsidiaries, is a leading pharmaceutical and Traditional Chinese Medicine (\"TCM\") company which develops, manufactures and commercializes both plant-ba
PBPs are ba
We currently offer over 20 PBP and PBN products in China. Our core products include Shuanghuanlian Lyophilized Injection Powder, a leading anti-viral injection effective in treating respiratory diseases, Cease Enuresis Soft Gel and Patch, a presc
We have built our business by executing a four-part growth strategy:
o promoting existing core brands;
o developing new products and important product line extensions;
o expanding distribution networks; and
o acquiring complementary products, technologies and businesses.
Our philosophy is to cultivate a formidable and tangible presence in the nutritional, pharmaceutical and TCM sectors by leveraging our PBP and PBN products across our widespread distribution network and through our well defined acquisition strategy. Our goal is to provide high quality and affordable pharmaceutical and nutraceutical products that are accessible to everyone.
OUR HISTORY
Our company was found in 1970 in the State of Nevada. In June 2002, through a share exchange, Harbin Three Happiness Bioengineering Co., Ltd. (\"Three Happiness\"), a company organized under the laws of the People’’s Republic of China, merged with us and our company then changed its name to American Oriental Bioengineering, Inc.
In February 2003, we acquired a soybean protein peptide biochemical engineering project (the \"Project\"). The Project focus on derivatives and extractions of soybean protein peptides, substances derived from soybeans, through a biochemical engineering process, which involves cutting, decomposing, converting and synthesizing of soybean proteins that can be absorbed by the body.
In November 2004, we acquired Heilongjiang Songhuajiang Pharmaceutical Limited, (\"HSPL\"), a Chinese state-owned pharmaceutical company. HSPL manufactures and commercializes an anti-viral injection power, which is a presc
On July 18, 2005, our common stock commenced trading on the American Stock Exchange under the ticker symbol \"AOB.\" On November 14, 2005, our common stock commenced trading on the Archipelago Exchange (\"ArcaEx\"), a facility of the Pacific Exchange.
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In April 2006, we acquired Guangxi Lingfeng Pharmaceutical Company Ltd. (\"GLP\"), a pharmaceutical company specializing in gynecological medicine, and in July 2006, we acquired Heilongjiang Qitai Pharmaceutical Company Ltd. (\"HQPL\"), a pharmaceutical distributor that owns a license to distribute pharmaceutical products in China.
On December 18, 2006, we voluntary elected to delist our common stock from the American Stock Exchange and ArcaEx. Our common stock commenced trading on New York Stock Exchange under the ticker symbol \"AOB\" on the same day.
INDUSTRY OVERVIEW
The pharmaceutical and nutraceutical market in China has experienced significant growth in the past few years. According to trade sources such as, Access Asia and National Statistics, expenditures on medicine, including western pharmaceuticals and TCM, reached approximately $36.4 billion, by the end of 2005. Expenditures on western pharmaceuticals remains higher than TCM due to the higher prices western pharmaceuticals tend to command. For the year ended December 31, 2005, expenditures on TCM reached approximately $15.3 billion representing 40.4% of total expenditures on medicine. Expenditures on nutraceutical products reached approximately $6.2 billion, in 2005 which was up considerably from 2004. Growth in sales of TCM and western medicines in the PRC outpaced growth in GDP between 2000 and 2004, with aggregate sales increasing at a Compound Average Growth Rate (\"CAGR\") of approximately 15.4%, which is higher than the CAGR of approximately 11.2% for GDP over the same period.
We believe that the rapid growth of the Chinese pharmaceutical industry has primarily been driven by improving standards of living, the increase in disposable income, population growth, the aging population, the increasing participation in the State Basic Medical Insurance System, and the increase in government spending on public health care. We believe that the factors that drive growth in the nutrition industry are the general public’’s heightened awareness and understanding of the connection between diet and health, the aging population (particularly the baby-boomer generation, which tends to use more nutritional supplementation as it ages); rising health care costs, and the trend toward preventive health care.
We are positive about the long-term outlook for TCM and especially PBP products in light of:
o China’’s longstanding preference for TCM remedies o Consumer preference for green products
o Strong brands supported by a long history
o The rapidly growing over-the-counter (OTC) market, in which TCM makes up more than half of the market
o Relative invulnerability to regulatory risks due to policy protection
The Chinese pharmaceutical and nutraceutical markets are highly fragmented, comprising a large number of small enterprises (over 4,000 across China). Management believes that this fragmentation provides opportunities for better managed and more financially sound companies to gain market share by using their comparatively strong technical, manufacturing and marketing abilities. Moreover, China’’s regulatory agencies have introduced a series of new regulations to control the standards and quality of manufacture and distribution in the pharmaceutical and nutraceutical industry. The new regulations require companies to obtain government recognized manufacturing and distributing licenses (Good Manufacture Practice, or \"GMP\" and Good Sales Practice, or \"GSP\" certificates) , which has resulted in the elimination of many small and/or poorly managed competitors. We believe that this new legislation presents consolidation opportunities and a generally more favorable competitive environment.
OPERATIONAL STRENGTH
We have consistently shown strength in our efficient operations and in the integration of acquired companies. Our strengths include:
o Diverse portfolio of marketed products
o Nationwide China sales network
o High-quality proprietary manufacturing processes with significant cost advantages
o Operational efficiency and a track record of growth and profitability
o Experienced and market-oriented management team
o High level of discipline backup by corporate culture
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GROWTH STRATEGY
We have built our business by executing a four-part growth strategy which we anticipate will continue in 2007. This strategy consists of:
o PROMOTING EXISTING CORE BRANDS. We will continue to build our core brand name and increase brand awareness. We believe that significant growth opportunities continue to exist in markets where we currently conduct business.
o DEVELOPING NEW PRODUCTS AND IMPORTANT PRODUCT LINE EXTENSIONS. We believe we have adequate pipeline and product reserves at this time and will introduce them to the market at the right timing. Our established distribution network allows us to quickly and effectively leverage new products into new areas and markets.
o EXPAND DISTRIBUTION NETWORKS. We will expand our distribution channels throughout China. An expanded distribution network will drive sales for both existing products and for new product launches.
o ACQUIRING COMPLEMENTARY PRODUCTS, TECHNOLOGIES, AND BUSINESSES. We believe that attractive acquisition opportunities may arise in the future. We intend to pursue strategic acquisition opportunities that would grow our customer ba