Script    

 

VO = Voice-over

 

Scene #1

Time:      Evening

Location:       Alan’s office

Character(s): Alan

 

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

 

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

 

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:(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

 

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: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: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

 

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: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: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: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’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

 

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.