舉債來投資 MEGAN 值得嗎 ? （八）

Mr.Business

錦順置地削資10變1
被數碼集團倒置收購        
updated:2007-03-29 11:06:06 MYT

（吉隆坡訊）PN17公司錦順置地（CRIMSON，1686）週三（28日）公佈重組計劃，建議削資10變1、過後2配1發售附加股、折價贖回債券、以及發股收購兩家以生產及銷售可錄式光學儲存裝置的公司，將核心業務從產業發展轉型至電子業，並被賣主倒置收購。

在重組計劃下，該公司將把3億1419萬3000股每股面值50仙的股票，削減成同樣數額，但面值5仙的股票，然後將10股每股面值5仙的股票整合為1股每股面值50仙的新股，全部共3141萬9000股。

該公司將從削資及股票溢價賬目中，融資2億8033萬5000令吉註銷累積虧損。

削資及整合股票後，該公司將以2配1比例，向股東配售1571萬股附加股。

該公司也建議以2億6207萬5000令吉，向大馬銀行悉數贖回3億6535萬令吉的可贖回可轉換債券。

配合重組，公司建議以1億6715萬3000令吉代價，收購Dragon 光學媒體科技及Digital數據科技，並發行3億3430萬6000股新股支付。

這麼一來，兩家公司賣主最終將崛起成為錦順置地大股東，並會申請豁免全面獻購。

同時，賣主也會將其中6018萬5000股股票，以私下配售方式獻售出去。 （星洲日報／財經‧2007.03.29）

http://biz.sinchew-i.com/content.phtml?sec=2&sdate=&artid=200703282713

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Dragon 光學媒體科技=Dragon Optical Media Technologies Sdn Bhd

Digital數據科技=Digital Data Technologies Sdn Bhd

http://announcements.bursamalaysia.com/EDMS%5CEdmsWeb.nsf/LsvAllByID/48256E5D00102DF3482572AC0038F3F7?OpenDocument

kitkatlow

這應該算是借殼上市吧。。。

Mr.Business

也算是好事，我们多一个比较对象了。

阴谋师

Draxxx不是什么好东西，和X版业关系密切。

要投机的可以准备好子弹，它老板一定会炒起来赚快钱。他们已经习惯赚快钱了。

kitkatlow

這家 Dragon Optical Media Technologies Sdn Bhd， 好幾年前跟我有過生意來往，也去過他們shemalin 的工廠。。。

沒想到就這樣上市了。。。

Mr.Business

Business Overview of DOM and DDT (i.e. the Digital Group)

The Digital Group is involved mainly in the manufacture and distribution of CD-R and DVD-R. These products are widely used in the music, movie, advertising, data storage and computer industries. The CD-R and DVD-R discs are recordable blank optical media in contrast to the pre-recorded media of Video Compact Disc ("VCD";), Audio Compact Disc ("CD";) and Compact Disc-Read Only Memory ("CD-ROM";).


        The CD-Rs and DVD-Rs manufactured by the Digital Group are under generic bulk packaging (without         brands) as well as under the Digital Group's brand names of "DDM"  and "Matsu".


        The Digital Group currently has four (4) integrated manufacturing facilities with a total of fifty (50)         manufacturing lines as follows:-



                                                No. of manufacturing lines

Location                                             CD-R            DVD-R

Taman Shamelin Perkasa                                8               -

Kota Kemuning Light Industrial Park              12            5

Subang Kristal Industrial Park (Plant 1)           12             -

Subang Kristal Industrial Park (Plant 2)            13             -

                Total                                                                   45            5

In addition, the Digital Group also has a fully integrated mastering facility for the production of stampers at         its facility in Shah Alam which is primarily geared to serve the in-house stamper needs of the Digital         Group. Apart from CD-Rs, DVD-Rs and stampers, the Digital Group also distributes CD-ROMs and other         optical storage media ("OSM";) related accessories.

In terms of contribution to revenue, based on the unaudited accounts of DOM and DDT for the FY 31 December 2006 (after netting off any inter-company transactions,,if any), CD-Rs and DVD-Rs contributed to about 90.7% and 8.1% of the total proforma Digital Group sales respectively with the balance from sales of stampers, CD-ROMs and other OSM related accessories.  

        
        The products manufactured by the Digital Group are mainly sold locally. Based on the unaudited accounts of DOM and DDT for the FYE 31 December 2006 (after netting off any inter-company transactions, if any), domestic sales accounted for about 83.19% of the total proforma Digital Group sales while export sales (both direct and indirect) accounted for approximately 16.81%. Export sales are mainly to Europe, Korea, Japan and other emerging markets such as India and the Middle East countries.

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[ 本帖最后由 Mr.Business 于 29-3-2007 05:36 PM 编辑 ]

Mr.Business

Risk Factors arising from the Proposed Acquisitions  



As a result of the Proposed Acquisitions, the CLB Group would be exposed to the risks inherent in the OSM industry. Some of the risk factors inherent in the OSM industry together with other risks associated with the Proposed Acquisitions are set out below:-



        (i)        High capital expenditure requirements and rapidly evolving technology



The OSM industry is characterised by rapidly evolving industry standards.  In order to stay abreast of current developments in the OSM industry, OSM players are expected to invest in new technology every three to four years in order to be able to produce and manufacture the latest product offering available in the OSM industry. Some of these new high-end optical media products include High Density DVD ("HD-DVD") and Blu-ray products which are expected to be the next generation of DVD products. Although these new products require some years for wide market acceptance, OSM players should have the capability to switch to producing such new and latest products in the event of rapid market acceptance which would usually erode the market acceptance for the older OSM products. Accordingly, the business prospects and financial performance and position of the Digital Group may be adversely affected in the event it does not have the requisite technical capability and financial resources to expand into these new formats when the economies for viability are justifiable in the future.



        (ii)        Volatile prices of OSM products' sales price



The OSM industry faces volatility in terms of the prices of products and raw material.  The prices of CD-Rs and DVD-Rs have been declining since 2004 due to increased production capacity worldwide. The declining prices of DVD-Rs and CD-Rs over the past few years has resulted in lower margins for the players in the OSM industry. Accordingly, the business prospect and financial performance and position of the Digital Group may be adversely affected in the event it does not have the ability to absorb or undertake measures to mitigate such continuous margin erosion.



        (iii)        Volatile prices of OSM products' raw material



The core material input for OSM products are polycarbonate resin, a plastic by-product derived from petroleum. As such, increasing crude oil prices would have an increasing effect on the prices of these raw materials.  Accordingly, the business prospect and financial performance and position of the Digital Group may be adversely affected in the event it does not have the ability to absorb or undertake measures to mitigate such volatility in its raw material prices.



        (iv)        Competition from local and foreign competitors



The Digital Group faces competition from both local and foreign competitors. Some of these competitors have larger manufacturing capacities thus enabling the achievement of significant economies of scale which may create better ability to invest in new production technology, better bargaining power with both buyers and suppliers for some control on the input and output prices and financial strength to face a price war situation or an environment of continuous periods of margin erosion. Accordingly, the business prospects and financial performance and position of the Digital Group may be adversely affected in the event it does not have the ability to compete or undertake measures to ensure of its competitiveness.





        (v)        Dependence on particular markets and geographical locations



As Malaysia is the principal market for the Digital Group’s products, any material adverse change in the political or economical climate and/ or regulatory conditions in Malaysia may have an adverse impact to the business prospects and financial performance and position of the Digital Group.



        (vi)        Dependency on key management personnel



The present success and achievements of Digital Group may be largely attributed to the concerted efforts and invaluable industry experience, knowledge and networking of the Digital Group's current Directors and key management personnel. In addition, the OSM industry represents a significant change in the business direction of the CLB Group. Accordingly, the continued success of the Digital Group in the future (pursuant to the Proposed Acquisitions) will, to a significant extent, depend on the CLB Group's ability to retain the Digital Group's existing Directors and key management personnel. As such, any loss of their Directors and/ or key management personnel may adversely affect the Digital Group's performance and continuing ability to compete effectively in the industry.



        (vii)        Disruptions to manufacturing operations



The Digital Group's manufacturing operations are dependent on the uptime of its manufacturing lines. Hence, there is a risk that there might be disruptions to such manufacturing activities as a result of power failure or machine or system breakdown which would affect the performance of the Digital Group's manufacturing operations and ability to meet orders and demand which in turn may have an adverse impact to the business prospects and financial performance and position of the Digital Group.



        (viii)        Anti Dumping Law



As the manufacturing business of the Digital Group also include exports, the Digital Group is subject to anti-dumping lawsuits in connection to their exports. The anti-dumping law refers to the lawsuits by which the manufacturers in the importing countries could file with their respective government in the event that the exporting companies sell at prices that are lower than the exporters’ domestic prices. The anti-dumping laws are governed by the respective countries, drawn within the ambit of the World Trade Organisation guidelines. Accordingly, the business prospect and financial performance and position of the Digital Group may be adversely affected in the event an anti-dumping proceeding is undertaken successfully against it.



        (ix)        Adverse foreign currency exchange movements



As the Digital Group’s business includes exports, the Digital Group is exposed to the risk of foreign exchange rates fluctuations. Accordingly, the business prospect and financial performance and position of the Digital Group may be adversely affected in the event of a significant adverse future fluctuations in foreign exchange rates.





        (x)        Restrictive covenants and interest rate risk



Pursuant to the credit facility agreements entered into by the Digital Group with banks or financiers, the Digital Group are bound by certain covenants which may limit their operating flexibility. The aforesaid covenants are of a nature which is commonly contained in credit facility agreements in Malaysia. Any act by the Digital Group falling within the ambit or scope of such covenants will require the consent of the relevant bank or financier. Breach of such covenants may give rise to a right by the bank or financier to terminate the relevant credit facility and/or enforce on them such security granted in relation to that credit facility thus creating a potential adverse impact on the operations of Digital Group given their dependency on borrowings for working capital.



Furthermore, the Digital Group’s ability to meet their payment obligations will depend on the success of their business strategy, and their ability to generate sufficient cashflow to repay their financial obligations, which are subject to many uncertainties and contingencies beyond their control. Further, any increase in interest rates will result in subsequent increase in interest payments of the Digital Group's borrowings depending on the total outstanding borrowings at the point in time. In the event the interest rates rise significantly, their profits may be adversely affected.



        (xi)        Insurance coverage risk



Given the high capital intensiveness nature of the business of the Digital Group,  the consequences arising from inadequate insurance coverage on their production facilities, buildings, plant and machinery as well as stocks located within their factories against unforeseen events such as fire, public liability and burglary could have an adverse impact on the business prospect and financial performance and position of the Digital Group.

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Mr.Business

Future Prospects of DOM and DDT



The future prospects of DOM and DDT would be dependent on the future prospects of the industry in which they operate i.e. the OSM industry and the future prospects of the principal markets in which they cater for i.e. the Malaysian market.



In view thereof, the Digital Group faces a positive outlook and its future prospects appears favourable given the following:-



(i)        Overview of the OSM industry



The use of CD-Rs and DVD-Rs technology is spread across many industry sectors, ranging from government ministries, libraries and banks, to the small office and home-office environment. Recent investments have come from software publishers and software duplication houses, as well as from within the music industry. Within the latter, audio recording and mastering studios which are the most intensive users of CD-Rs and DVD-Rs media, employ CD-Rs and DVD-Rs for applications ranging from archiving and pre-mastering to promotional and demonstrational purposes.





The media formats of CD-Rs and DVD-Rs have emerged to be a distinct breakthrough in the technology of data and image storage and distribution. The products provide a highly compact, reliable, durable and yet a relative cheap means of archiving information, database and images. It is today the primary medium of data storage and distribution in the computer, audio and video industries. Owing to their compact size and other inherent product strengths and efficiencies, CD-Rs and DVD-Rs have speedily assumed a replacement role in the place of tapes and floppy discs worldwide. Currently, CD-Rs are the most widely used OSM products, although they are slowly losing out to DVD-Rs which have a larger capacity for storage.  



        (ii)        Domestic demand growth



The market demand growth for CD-Rs and DVD-Rs has a direct correlation with the pace of expansion into the computer industry.  The local market is expected to have an expanding demand growth for recordable media in the future. The Multimedia Super Corridor (MSC) has attracted a large and leading number of Information Technology and software developers to Malaysia and this has gradually opened up major new avenues of demand for CD-Rs and DVD-Rs. A burgeoning middle-class and its implication for music and movie sales and the growing phenomena of a high-tech society is reflected in the rapid sales of personal computers ("PCs"), both for applications at home and office and this would have a significant favorable impact on CD-Rs and DVD-Rs sales into the future.



Market developments such as the growing popularity of photo-CDs and the shift by corporations away from conventional mediums of books and files to CDs and DVDs for storage of information and presentation of information such as annual reports, corporate profiles and product brochures would have substantive benefits for the future growth of the CD-Rs and DVD-Rs market in Malaysia. The computerisation of government departments and the switch to more innovative forms of information and data storage by corporate such as banks and insurance companies would be an added support for sustainable demand growth into the future.



        (iii)        Outlook for the Malaysian economy



Supported by sustained global growth and resilient domestic demand, the Malaysian economy is expected to register solid growth in 2007, with real GDP expanding by 6%. This pace is consistent with the expansion in productive capacity following the strengthening of the recovery in capital formation.



Private investment, in particular, will be a major driver of growth and is expected to increase by 10.4%, due mainly to higher capital spending in the manufacturing, services and oil and gas sectors. The reduction of corporate income tax to 27% announced in the 2007 Budget would also stimulate private capital spending. Capital spending in the manufacturing sector would largely be driven by efforts to improve efficiency and expand capacity, especially in higher value-added projects that employ higher levels of technology and a more knowledge-based workforce.



On the production side, growth is expected to be broad based, reflecting expansion in all economic sectors. The services and manufacturing sectors would continue to drive growth, expanding at higher rate than overall GDP growth. The manufacturing sector would be led by resource based industries and further supported by the electronics and electrical sector.





The business services segment is expected to benefit from increased activity as new IT, and shared services and outsourcing companies, that have been granted Multimedia Super Corridor (MSC) status in 2006, begin operations. Consonant with the strategy outlined in the Malaysian Information, Communications and Multimedia Services 886 Strategy (MyICMS 886), the IT industry is expected to undertake high value-added content development over the next few years to ensure an adequate supply of product offerings for education, entertainment, games and e-services.

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Mr.Business

原帖由 阴谋师 于 29-3-2007 05:09 PM 发表
Draxxx不是什么好东西，和X版业关系密切。

要投机的可以准备好子弹，它老板一定会炒起来赚快钱。他们已经习惯赚快钱了。

...The products manufactured by the Digital Group are mainly sold locally. Based on the unaudited accounts of DOM and DDT for the FYE 31 December 2006 (after netting off any inter-company transactions, if any), domestic sales accounted for about 83.19% of the total proforma Digital Group sales...


要2008年才上市，还很久。。
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ESTIMATED TIME FRAME FOR THE COMPLETION OF THE PROPOSALS

    Barring any unforeseen circumstances, the Proposals are expected to be completed by the first quarter of 2008....
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阴谋师

X版业不好赚了，要到股市来赚快钱？

上市之后，不知会不会金盆洗手。不然被捉到就是国际大丑闻。

Mr.Business

她写得很清楚了， 卖X版

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The CD-Rs and DVD-Rs manufactured by the Digital Group are under generic bulk packaging (without         brands) as well as under the Digital Group's brand names of "DDM"  and "Matsu".

8years

如果被炒，megan也会被炒，好事来的。

mjchua

45 條 CD, 5 條 DVD 生產線
這家公司憑什麼在光碟片產業存活下來 ?

阴谋师

它卖 without brands 的CD-R 和 DVD-R 是小事，最多只是有权利金的商业纠纷。

问题是它还有涉及马来西亚闻名世界的特产－X版，这个才是最严重的事。

阴谋师

蛇有蛇路，鼠有鼠洞。

它赚的钱还可能多过Megan.

Mr.Business

去参考以下文件，他们的Profit Margin很高的。


http://announcements.bursamalays ... nnouncement-CLB.doc

lindatwsosweet

原帖由 阴谋师 于 29-3-2007 06:02 PM 发表
它卖 without brands 的CD-R 和 DVD-R 是小事，最多只是有权利金的商业纠纷。

问题是它还有涉及马来西亚闻名世界的特产－X版，这个才是最严重的事。

请问阴谋兄何来此说呢?

magnumao

管它X版还是Y版,对股东好的就是好老板

kok1984

Mr.business 你那个关于digital group的资料来自哪里？

谢谢。。。

Mr.Business

请参考1117楼...