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回復 #6 華夏之聲 的帖子
因為我真的不知道什麼是「債轉股」，因此在網上查了一下。
「所謂債轉股,實際上就是將企業所欠的銀行債務轉換成股權,使債權人成為企業的
股東,而企業則由債務人變成持股人的公司。」
首先，GTEC並不欠Pope Investments, LLC 任何錢，談不到債務，何來「債轉股」？
二來即使是「債轉股」，也只是「債務轉換成股權」，也沒見到誰說「債轉股，就
是額外增發股份」。
您說得那麼堅定，真把我嚇了一跳。
感謝您讓我長見識了。
您說：「我不會買這樣小股，也不會買基金都不感興趣的東西。」
我為了UPDATE您，更為了廣大讀者，將Pope Investments, LLC基金投資500萬美金
一事向諸位彙報，您又曲解為「資金周轉如此困難，竟然為了25分錢一股發行相當
於2千萬股的可轉股債券。」
我還真沒見過哪家投資公司只投資，不要股，或者說不要回報。
您又說：「你甚至不清楚這個股票既不在NYSE又不在NASDAQ上市而是在OTC交易的垃
圾股。為什麼不能在NYSE又不在NASDAQ上市(或者以前是，被摘牌)？因為要麼它曾
經面臨倒閉的命運，要麼不能按規定及時給出季度財報。」
我已在前邊轉述過該公司的簡史，不過可能是英文，您看漏了。實在打中文太累，
勞您再看一遍。
至於該公司現在OTC交易，也不能斷定它就是「垃圾股」，請看本壇漂在美國 POST的文章：
三季度56家公司登陸納斯達克
本文由 漂在美國 在 2007-10-26 14:50 發表於: 倍可親.美國 ( backchina.com
)
中國證券報-中證網
美國納斯達克股票市場日前宣布，今年第三季度有56家公司成功登陸納斯達克，
其中24家公司在納斯達克首次公開發行股票(IPO)，占當季美國市場 IPO總數的61%；
10家公司從美國證券交易所轉市；另有18家從OTCCB(櫃檯交易)市場和粉單市場升級
而來，還有4家為ETF、結構化產品和其它上市。納斯達克的新上市公司數量繼續領
先於所有其它美國證券交易所(按總計股票發行數量和募集的資金計算)。
該公司的簡史:
For the people who care, I have been with this stock for over 4 years
and will try to give a short history along with my opinions of this merger.
GTEC's recent business has been bringing Chinese companies to the US equity
markets. They have succeeded with LTUS and SPEH and have received restricted
shares of these companies for their efforts. GTEC had 4 more clients who
were scheduled to follow suit in FY08, but the Chinese imposed a new regulation(
REG 106) in JUly 2007, which put large obstacles in the way. Therefore,
GTEC took its biggest client(LiangBo Pharmaceuticals) and completed a reverse
merger, and in turn the US shareholders were given 25% of the company. Since
the US shareholders combined(with warrants and options) own 100M shares,
LiangBo shareholders were given 300M(6M B shares to be converted later).
Being that only 200M were allowed with the old GTEC, the board agreed to
allow 600M shares. This had to be done to complete the merger, it is not
a real dilution. So in all, the new company, Genesis Pharmaceutical, has
600M authorized shares, but only 400M are currently assigned. The other
200M shares can be assigned in the future to allow for equity financing
which will most likely be used to strengthen the company through acquisitions.
When figuring out PE for trailing and future growth use the 400M share
number. Genesis Pharm.(LiangBo) has 55M in assets, and trailing annual net
income of 22M. This net income accounts for 0.055 per share and at a share
price of 0.40, the trailing PE would be 7.27. Considering the potential
growth of this company, this company is extremely undervalued. Given a close
comparison, use DRUG.OB as an example(as per Stock_Master). They are on
the
OTCBB, have earnings not as strong as GTEC, but trade at a PE over 25. If
GTEC grows 50%, and is given a 25 PE, its share price would be over $3.
Some newbies have questioned the reverse stock split of 7:1. IMO, this would
happen for one reason, and that would be to get to a larger more credible
exchange. This is a good thing, and would make GTEC comparable to say an
AOB. So, do your own Due Diligence(DD), read the recent SEC filings thru
and thru, don't listen to these non-sensual bashers, and make up your own
mind.
Carl Sentiment : Strong Buy
還是那句話：沒有一句提到「增發股數」，全是基金購買股東股票的價格。所以您
的11千萬股不知從何而來？
也還是那句話:真正有興趣投資的朋友，請務必讀一下該公司所有的SEC FILING。
另外GTEC前CEO寫給股民的一封信，覺得蠻誠懇的，連給大家一讀。http:/
/www.genesis-china.net/
A Final Letter to Our Shareholders
October 1, 2007
Dear Fellow Shareholders:
This will be the final letter that I, as your CEO, write to our Shareholders. After five years of serving in that role, I am honored to turn over this position to Mr. Wubo Cao, founder of Laiyang Jiangbo Pharmaceuticals Co., Ltd. ("LJPC"), one of China's most dynamic and fastest growing pharmaceutical enterprises.
As the "crowning achievement" of Genesis management, your company has officially merged with LJPC, and effectively the Chinese company will guide the merged Company's future. This action was taken after years of seeking a suitable partner and numerous failed attempts. But such delays proved propitious for our Shareholders, as no former candidate came close to the power and potential of LJPC.
Before listing the accolades of LJPC and what the future might hold, I want to explain the structure, the history of the merger, and what present and future Shareholders might expect.
Structure of the Merger
Upon final completion of the merger, signified by the upcoming filing of the commonly called "Super 8K", present GTEC shareholders will own 25% and LJPC will own 75% of the merged entity to be known as Genesis Pharmaceutical Enterprises, Inc. For the time being, the stock symbol (GTEC) shall remain the same.
Past GTEC officers-CEO Gary L. Wolfson, CFO Adam Wasserman, and President Kenneth Clinton-have resigned, being replaced by LJPC management, led by Chairman/CEO Wubo Cao and Chief Financial Officer Elsa Sung. Board Directors Dr. Shaohua Tan and Messrs. Wolfson and Clinton have also been replaced by LJPC appointees, although Independent Directors Robert D. Cain and Rodrigo Arboleda remain on the new Board of Directors.
The Genesis Equity Partners, LLC, stock portfolio, the assets earned through GTEC's private-to-public business model, shall exist as a subsidiary of the merged Company, under the direction of an appointee of the previous GTEC Board. This portfolio will be methodically liquidated to cover all remaining expenses incurred by GTEC and GEP, with any dividends to be paid out to only U.S. shareholders in GTEC. More details about this subsidiary will be forthcoming.
History of the Merger
In May 2007, GTEC announced the signing of an agreement with LJPC, but the actual final decision to pursue the merger strategy did not occur until site visits by Dr. Shaohua Tan and Mr. Wolfson in June. LJPC had been sourced, screened and cultivated by Dr. Tan, who has headed the China operations since October 2005, with pronounced success. Completing a rigorous and extensive due diligence process, GTEC concluded that LJPC was an ideal merger partner. The strength and potential of LJPC, augmented by superior leadership and history, were the deciding factors. On the advice of counsel and because the merger contract could be cancelled at any time during the process, Genesis management and directors were committed to total confidentiality and secrecy until the merger was officially completed on Monday, October 1, 2007.
Because of the size and scope of LJPC, Genesis engaged Moore Stephens Wurth Frazer and Torbet, LLP ("MSWFT") of Los Angeles, California, as the auditor. AllBright Law Firm of Shanghai and Richardson Patel Law Firm of L.A. served as LJPC's counsel; while Schneider Weinberger Beilly, corporate counsel for Genesis since its inception, served GTEC.
On July 1, 2007, the CSRS, China's equivalent to the U.S. Securities & Exchange Commission, imposed Regulation No. 106, which ostensibly required new and complicated government approvals on any mergers with U.S. public companies. This regulation apparently has been viewed, by U.S. financial experts, as a serious obstacle in completing such mergers, as the Chinese government has a history of acting unevenly and slowly in granting such approvals. Yet, when confronted with the challenge and with Mr. Cao's leadership, LJPC became only the second company in the entire country to obtain "Regulation No. 106 approval", and thus joined an elite group to complete a merger in the U.S.
In early September 2007, Dr. Tan, Mr. Wolfson and a U.S. financial advisor returned to LJPC, located in the coastal city of Laiyang, Shandong Province. Over a period of days, the final steps to completing the merger were devised. Upon returning to the U.S., Mr. Wolfson called for a Board of Directors meeting, which resulted in unanimous approval of the final merger transaction.
The merger between Laiyang Jiangbo Pharmaceuticals Co., Ltd and Genesis Technology Group, Inc. occurred officially on Monday, October 1, 2007, creating Genesis Pharmaceuticals Enterprises, Inc. (OTCBB: GTEC).
Profile of LJPC
For its fiscal year ended June 30, 2007, LJPC reported total revenue of $76,000,000; net income of $22,000,000; total assets of $55,000,000; and cash on hand of $17,000,000. Revenues have grown by an average of 187% over the previous two years, and net income has risen by an average of 748% over the same period, based on research by a U.S. consulting firm and merchant bank, which inspected the LJPC facilities in Laiyang City in September.
LJPC's fiscal years, as audited by MSWFT, run from July 1st to June 30th of each calendar year. Moore Stephens will serve as GTEC's auditor going forward.
An independent U.S. financial advisor accompanied Dr. Tan and Mr. Wolfson to LJPC last month and provided the following information:
Laiyang Jiangbo Pharmaceuticals was established in July 2003 and is a medium-sized pharmaceutical company that is currently producing and selling five (5) Government approved drugs with several in the pipeline awaiting final approval. The company is located in Northeast China in an Economic Development Zone, Laiyang City, Shandong Province.
The company has 440 full time sales representatives and 620 part time representatives located in all major commerce areas across China
The company has numerous GMP (Chinese State Drug Administration - SDA) approved manufacturing facilities and production lines and is approved to produce tablets, capsules and granules. In 2007, LJPC produced 300 million tablets, 50 million bags of granule and 50 million capsules. Company's top four products include Clarithromycin sustained-release tablets, Itopride Hydrochloride granules, Ciprofloxacin Hydrochloride tablets, and Paracetamol tablets.
The Future of GTEC
GTEC has become a pharmaceutical company, with a subsidiary that holds the stock earned during its previous private-to-public business model. That stock will be liquidated, over a period of time, and the resulting cash will be utilized to cover existing and ongoing expenses related to the program, with the remaining cash, if any, to be distributed as a dividend to its U.S. shareholders. Upon liquidation, the subsidiary will be dissolved no later than 12 months hence.
The future of Genesis Pharmaceutical Enterprises, Inc. (OTCBB: GTEC) shall be determined by Mr. Wubo Cao, his experienced staff and Board of Directors. In the near future, Mr. Cao will reveal the plans for the Company's future. A new website is under construction and should debut soon.
After five years of serving your Company and 15 years of working in China, I am gratified that we have succeeded in reaching our allusive goal. To call the merger the "crowning achievement" of management is no exaggeration. My own contribution in attaining this reward is only a small part of the huge effort and remarkable achievements of numerous professionals, including:
Dr. Shaohua (Joshua) Tan, whose leadership in China, revolutionized the Company. Dr. Tan, with whom I have worked closely for nine years, is a man of unsurpassed ability and integrity. With his energy and optimism, Dr. Tan infected the entire Company and its support teams with enthusiasm and confidence. Nurturing his network that took decades to build, no one is more effective or influential in Chinese business than Joshua Tan.
Kenneth Clinton, who revamped the Company's management beginning in July 2002, and focused operations on the profitable private-to-public program. Ken never gave up on Genesis, even during the darkest periods when the future was uncertain and problems seemed insurmountable.
Adam Wasserman, who served as a tireless and effective Chief Financial Officer, from the inception of the Company. Adam is among the most respected and popular professionals working with Chinese companies. In addition to his expertise, Adam's humility and sincerity resonant with the Chinese.
Jim Schneider, whose guidance as Corporate Counsel proved invaluable. No one speaks with more knowledge or authority in the public market sector. To complete the merger, Schneider Weinberger and Beilly worked closely with Richardson & Patel and AllBright Law Firms in a cooperative effort that resulted in a smooth and effective transition. The lawyers in all three firms are to be commended.
Steve Sherb, whose firm Sherb & Company served as auditor for the Company from its inception through 2007. Sherb has expertise in working with Chinese companies, and this is no minor achievement. Someone told me that your auditor is more like a spouse than any other professional relationship, and I urge the old adage of "never go to bed angry" should apply to both marriages and auditors. In reality, Sherb & Co. seriously protects the Shareholders and meticulously abides by the arcane regulations of the S.E.C.
Robert D. Cain and Rodrigo Arboleda, who remain as Directors of the merged Company, who never wavered in their dedication to serve all Shareholders. Their credentials, experience and guidance proved of great value in the past year, as the merger strategy crystallized.
Gregory Wolfson, my son who worked in the Shanghai operation during the most contentious and difficult period in the Company's history. Greg has moved on to other challenges, but without his devotion and steadfastness, Genesis may not have been able to reach its success today.
A long list of professionals, both in the U.S. and China, who have performed remarkably with countless challenges from a foreign government and in an economy that has boggled the minds of experts throughout the world.
And most of all, to our Shareholders, who have exhibited great patience and confidence during times that were often difficult and uncertain. We have always been sincerely dedicated to our Shareholders, and we offer our heartfelt appreciation for your loyalty over the years.
Two more groups deserve special recognition, although not as part of the Genesis family, per se. I must express my deep and abiding gratitude to the Chinese people. Since October 1992, they-and their remarkable country-have dominated my life. I have said repeatedly that China has supported my family continuously for the past 15 years, and I cannot put into words what an astonishing experience this has been. The Chinese people are like people everywhere. They want to make the future better for their children. Generally, politics and the vagaries of governments are of little interest to the average Chinese. Yet, they are different from Westerners, to be sure. They view the whole as being more important than its parts, while we have an unshakeable dedication to focusing on the individual. As Rob Gifford observes in his new book China Road, the best book ever written on contemporary China, countries like France have implemented the 35-hour work week, which is often only two days of labor for many Chinese. The Chinese believe that the future is theirs, and the optimism of that country is unmatched in the world today. If you have not visited China, I urge you to witness the dynamo of the 21st century, and, most of all, enjoy some of the most energetic and friendly people on the entire planet.
The second group, and most important to me, is my own family who persevered during very difficult times, especially during my early years in China. Their understanding, faith and encouragement are the only reasons that I could have survived, persisted and reached this final destination.
With sincere gratitude, 謝謝!
Gary L. Wolfson
[ 本帖最後由 jp8888 於 2007-11-16 11:12 編輯 ] |
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