Script    

VO = Voice-over

Scene #1

Time:      Evening

Location:       Alan’s office

Character(s): Alan

• Alan took a few documents and the like and slowly walked back to the office.
• Alan saw a letter on his desk with the envelope "To Company Secretary" "URGENT AND CONFIDENTIAL". The brow was locked.
• Alan feels weird and opens to see.

Anonymous：（VO）To the company secretary. I am writing anonymously to report a serious case of fraud in the gallery. When South China Fine Masterpieces went public, It engaged in illegal behaviours

Eva：（VO）In order to meet the listing requirements. No matter what. The gallery must be listed by year end. It must fulfil all the listing requirements, especially the profit test.

Michael：（VO）After the IPO, ask them to sell their options to free up the cash for you.

Anonymous：（VO）They colluded with the sponsor in making up false figures in due diligence.

Lily：（VO）About the outstanding loans of your gallery, as long as you sign off, it’s fine. The due diligence team will be satisfied.

Michael：（VO）The money was transferred. Got it?

Anonymous：（VO）The executive director and general manager accepted secret advantages.

Stranger (to Michael) ：In cash

Scene #2

Time:      Day

Location:       South China Fine Masterpiece Limited meeting room

Character(s): Alan、Eva、Michael、Robert、Kent、Max、Alric（Foreigner）、 Rosa、secretary

• In the gallery meeting room, only Alan was preparing, and other directors did not appear. Alan looks at the laptop and looks like a big deal.
• Eva and Michael arrived at the conference room together and were a little surprised at Alan's early arrival.

Eva：Hi, Alan.

Alan：Hello

Michael ：Alan, Hello. You’re so early. The meeting’s yet to start.

Alan：Oh, I came to prepare.

Michael ：Oh no need to fuss so much. We’ll try to finish the meeting quickly. Everyone’s busy.

Alan：It’s my duty.

Michael ：Up to you!

Eva：Daddy.

Michael：Mr Wong! Hi Kent. Hi Max.

Kent：Sister, the board meeting is so last minute. I can’t be late for the ballet show tonight.

Eva：Okay.

Robert：Yeah, what’s the rush Eva? Is something up?

Alan：Mr Wong, Kent, Max. Here is the document for today’s meeting. I sent it to you earlier, you read it?

Robert：Hey, the information is too complicated!

Eva：Daddy don’t worry. A company in Shanghai wants to go for backdoor listing here. They have deep pockets, and the offer’s attractive. This meeting today is to approve the deal.

Michael：They’ve been in touch with me. They’re sincere.

Max ：Well Eva, I’m here to learn. It’s so last minute I didn’t prepare anything.

Robert：Max, no worries. If Eva agrees it should be fine. So let’s start!

Scene #3

Time:      Day

Location:       South China Fine Masterpiece Limited meeting room

Character(s): Alan、Eva、Michael、Robert、Kent、Max、Alric、Rosa、secreatary

• Everyone was seated, Eva was in the chair, Robert, Kent and other directors sat down, and Michael sat on the other side of Eva.
• Alan, who is sitting next to Michael, is preparing the Powerpoint for the computer, but Alan's face is a bit nervous. Michael looked in his eyes.

Eva：Directors I apologize for calling this meeting in such a hurry today. And hopefully we can finish this meeting within an hour.

Alan：So. Concerning Duoyila’s background, and today’s proposed deal. I have a detailed report here. It explains the whole transaction process.

Eva：Alan, Please just make it brief, so we can vote quickly.

Alan：Okay.

Michael：（VO）The board meeting is only a formality. There’s no need to be stressed out. The key is to approve selling the company’s shell. Then I can complete my deal with Duoyila.

Scene #4

Time:      Day

Location:       South China Fine Masterpiece Limited

Character(s): Michael、Hu Song

• Michael sorted out the files in the store and looked at everything in the store, full of sense of accomplishment.

Michael：（VO）I’ve always believed. That if you have the guts, and work hard enough, you will succeed. A few years ago, I got the gallery South China Fine Masterpieces listed in Hong Kong. Without my help, my college classmate and work partner Eva will not have become Chairlady of a listed company. Am I attached to the company? Of course! But under the current economic environment. If someone actively approaches us, it’s not a bad idea to let go after all.

Scene #5

Time:      Day

Location:       High-end restaurant corner

Character(s): Michael、Hu Song

• A quiet corner of the fine dining restaurant, Hu Song and Michael finished dining and began to step into the topic.

Michael：You want to use our company as a shell?

Hu Song：Yes. Our Duoyila in Shanghai specialises in fine art, jewellery and many collectibles. We plan to expand into international markets. I suggest a reverse takeover of your company as a way to get us listed in Hong Kong

Michael：What do you want us to do?

Hu Song：Well your company will purchase all the assets of Duoyila to begin with. You don’t need to spend a penny. Just offer us convertible bonds. We’ll discuss the details later

Michael：However, My boss has spent a lot of time on the gallery. I don’t think she has any plan to sell it.

Hu Song：Hear me out. This proposal is also good for you as well. How about if you manage to bring your boss to our side. When things are done, we’ll be happy to give you a substantial commission. I think in cash. So, you go back and talk to your boss.

Scene #6

Time:      Day

Location:       South China Fine Masterpiece Limited meeting room

Character(s): Michael、Eva

• Eva listened to Michael's report.

Eva：No way! The gallery is my brainchild! It’s only listed for 18 months. Share price is still surging and the gallery is growing! Why should I sell it?

Michael：That’s why now is the best time to sell. If you don’t you won’t get another chance.

Eva：What’d you mean by that?

Michael：What I mean is. As the gallery expands, the costs will only get higher.

Eva：What’s wrong with that? It’s normal to expand a business. What’s the problem?

Michael：The economy is now heading down. The mainland market isn’t as good as expected. We’re heavily invested in the mainland. If we carry on, we won’t last much longer. So we can take this golden opportunity to let go. It’s not a bad thing right? Also, your grandpa has high hopes on you. What if we lose money? You don’t want to disappoint your grandpa and lose his trust, am I correct? Trust me Eva! When the economy is up. We can always stage a comeback!

Eva：Well you have a point there. So what’s the offer?

Scene #7

Time:      Day

Location:       South China Fine Masterpiece Limited

Character(s): Michael、Jenny

• Michael returned to the gallery and assistant Jenny came.

Michael：Take your time.

Customer：Okay

Michael：Jenny. Call Mr Hu of Duoyila for me and set up a meeting on Thursday.

Jenny：Okay. Right, Michael. A woman named Carol Lam from Nam Tin Securities has called you several times today. She wants to interview you. And she just sent you an email, look

Carol：（VO）We are writing a research report on art investment. These three years, South China Fine Masterpieces had an unprecedented six-fold revenue growth which is much higher than industry average EBITDA. I hope to meet with you and learn more about your company

Michael：Leave it to Public Relations. Ask Irene to meet her.

Jenny：Sure

Scene #8

Time:      Day

Location:       Nam Tin Securities, Edward’s office

Character(s): Carol、Edward

• When Carol returned to the company, he still wondered, thinking about it, going to a room.
• In the Edward room, Carol and Edward are sitting together.

Edward：So then? How was South China Fine Masterpieces? Got enough info?

Carol：The PR Director just talked in circles, avoiding all my questions. General manager Michael Cheng didn’t even show up.

Edward：Michael Cheng？

Carol：I discovered the gallery’s financials are irregular. They are classic red flag indicators of fraud. When I raise questions they use the external auditor as an excuse. But their audit work is conducted by a small accounting firm which lacks experience and manpower. So I wonder how they could do a thorough audit given the time. I’m wondering what I should do next.

Edward：It sounds like it’s a difficult case. Oh, don’t you have other cases to look after? Just let me handle this case. So you can focus on the other ones

Carol：But I have been following this case. Wouldn’t it be better if I continue?

Edward：It’s okay. Leave it to me. By the way, here is an urgent case I need you to take on.

Carol：Okay. Thanks…

（Carol left）

Edward：Hey, Michael?

Scene #9

Time:      Day

Location: Golf course

Character(s): Michael、Edward

• Michael and Edward are playing golf.

Michael：You’re playing pretty well.

Edward：You’ve completely lost it. No practice?

Michael：I don’t have time.

Edward：Are you that busy?

Michael：Sometimes.

Edward：I know. So busy that you don’t have time to give a quick interview to my analyst.

Michael：What?

Edward：As securities analysts, we want to know more about your company’s financial situation.

Michael：Our external auditors found no problems. In fact I have a favour to ask. Honestly we’re negotiating a reverse takeover deal with Duoyila. If it’s good. The news will be announced in three weeks. Right now is a critical moment. No unfavourable news is allowed. We’re best friends. Help write a report, a favorable “buy” report. $500,000 cash. How’s that?

Scene #10

Time:      Day

Location:       Nam Tin Securities, Edward’s office

Character(s): Carol、Edward

• Carol rushed to the Edward room. Carol used the iPad to present a report to Edward.

Carol：Edward. Why a favourable “buy” report for South China Fine Masterpieces?

Edward：There is a problem?

Carol：Didn’t I give you all the information? And why’d you assign John to draft it? John is green. He might have missed something important.

Edward：It takes time to be experienced. Besides, I’m here to supervise.

Carol：I know. I have also asked John. His draft had 3 different possible valuations for that company. But you signed off on the highest valuation!

Edward：That’s right.

Carol：Didn’t I tell you about the accounting issues of the company?

Edward：But I didn’t see a problem. Aren’t you overreacting?

Scene #11 (after scene 3)

Time:      Day

Location:       South China Fine Masterpiece Limited meeting room

Character(s): Alan、Eva、Michael、Robert、Kent、Max、Alric、Rosa、Secretary assistant

• Alan finished the briefing, in fact, no one listened attentively.

Alan：I’ve briefed you on the information. Directors if you have questions about the report. Please let me know and I can explain.

Michael：I think we’re all clear after spending over half an hour on it. The only thing unclear is the text up there. It’s too small.

Eva：Well thank you Alan. Also we should thank Michael for getting this deal. Without his connections, it wouldn’t be so smooth. Look I think this deal is mutually beneficial. If you have no further questions. Let’s vote

Alric：I am in favour of the motion in principle. But Duoyila has only been around for a short time.

Michael：This meeting is to approve the proposed transaction. The briefing just now made things very clear. If there’s anything else you need or other details. I’ll sort it out later

Alric：Fine

Eva：If you have no more questions. shall we begin to vote? Please raise your hand if you’re in favour?

Michael：（VO）This proposal is unbeatable. And the directors hardly ever question our suggestions. I don’t think they’ll disagree this time. Eva’s family and friends always vote in our favour. Dr Rosa Mak, a renowned musician. was Eva’s music tutor at boarding school. Music is her expertise. But in doing business, she follows the herd.

Eva：So we all agree unanimously! Great so Michael and Alan will take care of the rest then. This meeting is adjourned! I’ll buy the drinks. Let’s go.

Alric：See you.

Robert：Bye bye！

Rosa：I’m sorry Eva. I already have plans with my husband for dinner tonight. But you guys have fun.

Eva：Okay then see you!

Rosa：Okay.

Eva：Alan! Thanks for the preparation today. Let’s go celebrate!

Alan：May be next time. I want to return to the office for the follow up.

Eva：Oh, okay.

Scene #12

Time:      Night

Location:       High-end restaurant

Character(s): Rosa、Rosa’s husband

• Rosa hurried to the restaurant, Rosa's husband had been learning at the four-person table for a long time, a little impatient.

Rosa’s husband：Why are you so late? At least John isn’t here yet.

Rosa：Sorry honey. The board meeting at South China Fine Masterpieces was long. I came as soon as it finished

Rosa’s husband：ou usually attend those NGO council meetings and rarely go to the board meetings for the gallery. What was the meeting about?

Rosa：Something about a reverse takeover deal. Which I don’t really understand. But looks like the Chairman and the board are optimistic about it. We all voted in favour, the board thinks the stock price will rise.

Rosa’s husband：Really? Let’s get you a drink.

Rosa：Okay, I need the washroom.

Rosa’s husband：Hello. Roger? I have reliable news. Yes. Get me some shares tomorrow in batches of South China Fine Masterpieces.

Scene #13 (same as scene 1)

Time:      Evening

Location:       Alan’s office

Character(s): Alan

• Alan took a few documents and the like and slowly walked back to the office.
• Alan saw a letter on his desk with the envelope "To Company Secretary" "URGENT AND CONFIDENTIAL". The brow was locked.
• Alan feels weird and opens to see.

Anonymous：（VO）I don’t know if I should be telling you all of this. But I believe that you, as the company secretary has the right to know about this, and should handle it properly.