TL;DR: Continuing our series on spotting business irregularities, this post focuses on identifying operators running "shell companies" ("皮包公司") who essentially "sell air" ("賣空氣"). These operators often lack their own core resources (money, tech, product) but excel at connecting others' resources, taking a cut ("抽水"), and having little skin in the game if things fail. Spot them by scrutinizing their actual role in the value chain, checking for real barriers to entry, insisting on meeting the actual partners and team (not just the operator), probing operational details, and conducting rigorous reference checks. Businesses built on "air" often lack real, sustainable value.
(Disclaimer Reminder: This series aims to enhance your ability to spot potential issues in business dealings for educational purposes. It is not professional advice, nor an endorsement or instruction manual for any specific practice.)
In our journey exploring business realities, we've discussed various financial red flags. Now, let's delve into a specific type of operation that requires careful scrutiny – the modern iteration of the "皮包公司" (pèih pāau gūng sī) or shell company, often run by operators who seem to be masters of "selling air" ("賣空氣").
When I worked in listed companies and performed due diligence, these were among the most common "abnormal" startups encountered. Originally, two decades ago, the term "皮包公司" (literally "briefcase company") wasn't entirely negative. Due to significant information asymmetry, especially in cross-border trade, intermediaries who could connect parties were genuinely necessary. I know a Hong Kong-China trading client who, over 20 years, built an 80 billion [currency unspecified, likely HKD or RMB] business starting from just a single desk – a testament to legitimate value creation through connection in a different era.
However, today the term often carries a negative connotation, referring to "operators" ("操盤手") whose business model looks something like this:
- No Money? Find partners with money.
- No Technology? Find technical talent to partner with.
- No Product? Find suppliers via Google.
- No Financial Acumen? Outsource the accounting.
- No Office? It's a "briefcase company," after all...
How do they even cover payroll?
- Core Roles: Offer equity stakes (zero cash cost upfront).
- Peripheral Work: Outsource it.
- Technical Talent: Promise to find them business (perhaps taking a hidden cut or markup - "食價" - along the way).
Essentially, these operators set up the game ("搭張枱開牌局") and aim to profit by taking a commission or fee from the middle ("抽水"). If the project or venture fails? They move on to the next one, often having risked little of their own capital ("反正又沒出錢"). This is what's meant by "selling air" or the "empty-handed way" ("空手道").
Because these setups often lack any core value, proprietary technology, or dedicated team, their only asset might be a P&L statement potentially engineered using financial tricks ("財技") purely for the purpose of selling the "company." A buyer acquiring such an entity often finds there's no sustainable, independent business underneath. Therefore, it's fundamentally worthless ("完全唔值錢㗎!"). (And if they can't even produce a plausible P&L? That speaks volumes about their professionalism, or lack thereof.)
Of course, skilled operators are also skilled at packaging ("識得包裝"). Their pitches are often filled with persuasive lines like:
- "Oh, I'm very close friends with [Important Person Name]!" (我同啊邊個好熟㗎)
- "I have a huge pipeline of customers!" (我有好多客㗎)
- "My company's future valuation will be n billion; getting involved now as an investor/partner is a golden opportunity!" (我之後市值n億，你現時投資/幫手就正啦)
How to See Through the Smoke: Spotting a Fake Business
Cutting through the slick presentation requires due diligence focused on substance. Here’s what to look for:
- Analyze the Value Chain and Role: Where does this operator actually fit in? What tangible value do they add? Are they essential, or just a thin intermediary layer? For B2C models, look at customer acquisition cost vs. lifetime value and repeat purchase frequency. For B2B, scrutinize customer concentration – if one or two clients make up the vast majority of business, what happens if they leave?
- Assess Barriers to Entry ("行業壁壘"/"門檻"): Does the business have any real competitive moat? Is there proprietary technology, unique expertise, regulatory hurdles, or significant capital required that prevents others from easily replicating it? If the technical or operational barriers are low, the question becomes, "Why not just do it yourself?" ("不如自己做。😂")
- Meet the Real Team and Partners: Don't just take the operator's word for it. If they talk about crucial technical partners, key management personnel, or anchor clients, insist on meeting them. If you only ever interact with the front person, it's a major red flag ("好大幾會係假嘅").
- Check the Atmosphere (If Applicable): If they do have an office, pay attention during a visit. An environment that feels excessively "bad" (chaotic, demotivated) or suspiciously "good" (overly flashy, staged, more show than substance) can be abnormal.
- Probe Operational Details: Ask detailed, specific questions about how the business functions day-to-day. How are leads generated? How is the service delivered? How are problems handled? Vague, evasive, or overly simplistic answers are warning signs.
- Reference Check! Reference Check! Reference Check!: I can't stress this enough (important things are said three times!). Talk to former employees, clients (if possible, beyond the handpicked ones), and suppliers. Verify the operator's claims and reputation independently.
It's worth noting that operating lean or connecting resources isn't inherently fraudulent. But the ultimate test is the ability to deliver real, sustainable results and value ("埋單交出结果"). An operation built purely on "air" eventually collapses under scrutiny or market realities.
(In the next post, we'll look at the contrasting characteristics of genuinely successful operators.)
好孩子不要學系列：「創業最高境界？ 賣空氣篇」
//本系列會說明一些常見的「做數」方法，但目的並非叫你學會「做數」，呢啲事留番俾受過訓練的專業人士就好。相反，這系列是為了讓你更有能力去發現舞弊的「蛛絲馬跡」。//
之前喺上市公司返工，了解完嗰P&L; 就去做盡職審查。最常見到不正常嘅「startup」；實際上係「bogus company」（內地現在叫「皮包公司」），本來「皮包公司」係泛指「成間公司所有嘢淨係得個公文袋」。廿年前「皮包公司」嘅名稱並唔係咁負面的。以前因為資訊不對稱，極需要中間人安排，所以有呢類仲介存在。我有一個中港貿易客戶用咗廿年時間由一張寫子枱做到一年有800億生意額。
但係現時「皮包公司」嘅意思一般是指「操盤手」做生意： 沒錢？找有錢的合作； 沒技術？找技術人才合作； 沒產品？用Google搵供應商； 唔識財務？外判會計； 辦公室？都話係皮包公司⋯⋯
咁點樣出人工？ 核心工作可以分配股份吖嘛；（冇成本） 外圍工作可以外判嘛； 技術人才？可以話幫佢搵生意嘛。之後又可以食價。
簡單啲講，操盤手搭張枱開牌局，從中間抽水。項目失敗了？就繼續下一個，反正又沒出錢……俗稱賣空氣又或者叫「空手道」。呢類公司因為基本上冇核心價值或核心技術或團隊，純粹用財技堆砌P&L去賣。買家買咗之後唔可以正常持續做生意，所以係完全唔值錢㗎！（如果連P&L都冇？咁唔專業？）
當然做得「操盤手」，都會識得包裝，例如會講： 「我同啊邊個好熟㗎」 「我有好多客㗎」 「我之後市值n億，你現時投資/幫手就正啦」
要識穿呢類「假生意」，一定要識睇：
- 公司嘅Value Chain同埋角色。如果個生意係B2C嘅，就睇recurring frequency per customer；B2B就要睇每個客嘅生意比重。
- 具有一定「行業壁壘」，俗稱「門檻」，如果盤生意技術門檻低，不如自己做。😂
- 如果淨係見到操盤手，佢講過嘅人都見唔到，咁好大幾會係假嘅。
- 如果去到佢Office，你見到成個氣氛太差或太好都唔正常。
- 可以詳細問有關營運嘅操作。
- Reference Check；Reference Check；Reference Check (重要嘅嘢講三次）
當然創業賣空氣不一定係詐騙，但係如何講/做出/ 埋單交出结果一定係一個重要指標。下次講成功者模式。
Look past the pitch and probe for genuine substance. True value creation requires more than just connecting dots – it requires building something real. Stay discerning.
