短片对白文字版本     

主持：              香港是国际认可的金融中心，拥有全球最活跃的股票市场之一。香港优越营商重要元素就是廉洁、公平的竞争环境。因此，打算来港集资上市的企业，必须秉持诚信营商，了解并遵守本地的法规，推行良好的企业管治。这样能促使企业长远发展及维持市场有效运作。贪污舞弊问题一旦出现，不仅会增加公司的成本，也会损害公司的声誉，失去投资者的信心。以下故事主人翁，Eva 和 Michael 两个人合作开办南华艺廊，并且打算四年内安排公司在香港上市。在追寻敲响上市铜锣的梦想过程中，看看他们在处理贪污及诚信挑战方面遇到了什么问题。我们一起来看看以下的片段。

（短片铜锣梦播映）

短片开首

Michael：    (独白) 我认为在这个世界想闯出一片天，除了要有实力以外，最重要的就是懂得创造时机。五年前，我重遇在美国念大学的同学，也就是我现在的上司兼合作伙伴，Eva。大学毕业以后，我在投资银行工作，发展还算不错，但是我始终想亲力亲为发展自己的生意。幸好让我遇见这个贵人，Eva。

分场一

时间： 日

地点： 餐厅

人物： Michael, Eva

Michael：    放弃理想打理家族生意？会不会觉得有点遗憾？

Eva：         为什么这样说？

Michael：    你是念艺术的，又这么有艺术触觉。

Eva：         其实我也很享受现在的工作。不过如果生意和艺术可以合而为一，当然更好啦。我对艺术生意，还是很有兴趣的。

Michael：    其实不难，我发现这几年艺术拍卖市场一直涨个不停…

Eva：         我也留意到了。

Michael：    应该可以做。但是…要集中在中高级的艺术品，要是艺术大师的作品，没什么人认识的，这样才有升值潜力。如果你有兴趣的话，我有客源，我们可以一起合作开设画廊，就像以前在大学时合作那样。画廊主力投资艺术作品，我们负责宣传、策展，然后卖给买家。

分场二

时间： 日

地点： 办公室

人物： Eva, 王万勤(信达时主席)

Eva：          然后把我们管理的画出租给企业客户，买家和画廊分拆租金，买家既可以拥有名画又无需保管打理，画廊也可以即时套现，还能赚佣金，应该能赚钱的。

王万勤：    如果眼光准的确可以。

Eva：          爷爷，你忘了我在大学时是修读艺术的吗？我知道什么画有价值。

王万勤：    你要想玩玩也无所谓。

Eva：        我不是玩玩的。投资艺术品是一门大型生意。我打算第一步在香港开设画廊，作投资买卖，然后我有信心在四年之内，赶在信达时四十周年的时候上市。

王万勤：    这么快上市，可以吗？

Eva：          可以！而且我还看好内地市场，内地有很多豪宅和高级场所，它们的需求很大，我打算在上海的黄金地段开设两所艺术画廊，借势兴建大型艺术画廊的建筑群组。这才是我的长远目标。

王万勤：    好主意！

Eva：          这就代表你支持我了？谢谢爷爷。

王万勤：    (点点头) 如果你真的计划把画廊在四年之内上市，我建议你，聘用我们信达时的公司秘书，Alan，让他也担任你们的公司秘书。因为他对上市的事情很有经验。

（Eva微笑点头）

分场三

时间： 日

地点： 画廊

人物： Michael, Eva, Jenny（秘书）

Michael：    画廊刚开始没那么多艺术品，可能需要借你的画做第一个展览。

Eva：         没问题，画廊的事就是我的事。艺术品要有人欣赏才有价值嘛。

Michael：    那就万事俱备啦。想到画廊叫什么名字了吗？

Eva：         就叫…南华艺廊。

Michael：    你好，南华艺廊的主席兼行政总裁。

Eva：         你好，执行董事兼总经理。

(片段显示画廊开立、发展，时间流逝)

(三年後某天於畫廊內)

Michael：    (独白) Eva平时很少检查画廊的账目(跟客人对话：「李先生，今天招呼不周，你先慢慢看。」)，但是今天无缘无故查账，难道…

Eva：          Michael，上市那边是不是出现了问题？

Michael：    Jenny，李先生来了，你去招呼一下。

（Jenny离开，Michael坐下）

Michael：    一切都很顺利，为什么这么问？

Eva：          会计师跟我说，出现了一些问题。存货列表的实物数目，比记录的少了好几件。Jacques Vallance的其中一幅画，抵押给三间不同的银行，做了三笔不同的贷款。

Michael：    行政部那边出错了，其实你说的那幅画，已经以高价卖给上海的陈总，所以你说的问题已经不存在了。下午我跟行政部开个会就处理好了。你下午有空吗？

Eva：          下午要回信达时开董事会议，你能处理妥当就好了。总之无论如何，画廊明年底一定要上市。还有，这个财政年度完结前，一定要达到基本上市的要求，特别是盈利测试。

Michael：    清楚，明白！总之明年一定会双喜临门。信达时上市四十周年，也是我们南华艺廊上市的时候。

Eva：          我赶时间，先走了。

Michael：    好，小心开车。

Eva：          好，再见。

Michael：    (独白) 我天天不停的帮画廊找客户，又要应酬又要打好关系，那三笔贷款就当作画廊给我的津贴吧。画廊我也有份，也希望它能早点上市，看来需要再加把劲儿了。

分场四

时间： 日

地点： 画廊

人物： Michael, Jenny（秘书）

Jenny：       Michael？

Michael：    有事找我？

Jenny：       我手上这几张订单的交易金额都很大…

Michael：    有什么问题？

Jenny：       马上就到送货期了，我一直联络不上买家，而且这几个买家也不是我们的老客户，涉及金额这么大，我怕公司有损失。

Michael：    不用怕，这几位客户是我新认识的，跟我关系很好。要不这样，以后你不用跟进这几幅画了，我亲自跟进。

Jenny：       Michael，是不是很喜欢这幅画？你看着它很久了，是不是不舍得？已经有买家认购了。

Michael：    没有。

（Jenny离去）

Michael：    (独白) 不舍得？开什么玩笑？我巴不得有人马上用真金白银把它们买走。为了迎合Eva赶上市，我只能用自己的空壳公司装成买家，多买几幅画，抬高营业额。之后，我要找我的好拍档—画廊上市的保荐人。

分场五

时间： 日

地点： 丽歌资本证劵公司办公室

人物： Michael, Lily Poon (丽歌资本董事总经理)

Michael：    (独白) 丽歌资本这家证劵公司专门帮助中小型公司上市。他们的董事总经理Lily Poon很明白我们的需要。而我最喜欢的就是她的坦白。

Lily：         需要知道的事，我一定会刨根问底。不需要知道的事，我不想知道也不会管。

Michael：    (独白) 画廊上市前的一年，我差不多每个星期都跟她开会。

Lily：         我现在最需要知道的，就是申报会计师那边的情况如何？他们问的太多，我们夹在中间，很多事情都做不了。再这样下去，我怕赶不上进度。

Michael：    你说的问题已经不存在了。因为那位申报会计师，昨天已经被我辞退。你现在需要做的，就是在文件上帮我虚构一个原因。

Lily：         那就最好了。我们的同事也好办事。要尽职审查早日完成，我们就得减少审查文件，节省时间。审查列表上的大部分项目，你只要提交一份文件，签署保证记录与事实相符，我们就不再过问了。至于你们画廊的贷款，只要你签署保证，在每间银行都存有有效文件，那就行了。我们的同事会完全相信你。

Michael：    那就好了。对了，我们已经转账给你们了。收到了吗？

Lily：         会计部收到了。

Michael：    你那份了？

（Lily 微笑点头）

Michael：    (独白) 对我来说，钱可解决的问题就不是问题。

分场六

时间： 日

地点： 画廊

人物： Michael, Alan Lai (南华艺廊公司秘书)

Michael：    他画画的时候的状态呢，一定是处于一个…

Michael：    (独白) 但是有些事不是用钱就可以解决的。

（Alan推门进画廊，Michael跟Alan握手打招呼）

Michael：    Alan

Alan：        你好。

Michael：    (独白) 这位就是Eva爷爷指派来画廊做公司秘书的Alan，他专门过来，不知道打算问什么？

Alan：        画廊上市的保荐人丽歌在内地的尽职审查小组上星期找了我好几次，他们想我提供额外资料和证明文件，想用来作澄清。

Michael：    要什么文件和澄清什么？

Alan：        他们说是关于画廊在内地银行的贷款，还有上海浦东的预留发展地段有违规情况。

Michael：    真的？

Alan：        我查过画廊的银行贷款，还有土地交易的文件记录，的确有问题，希望你解释一下。

Michael：    绝对没有这回事。我相信一定是文件上出现错漏。下午我会见丽歌的董事总经理Lily，更正后应该没事了。

Alan：        不如我跟你一齐去？我是画廊的公司秘书，有责任确保公司顺顺利利的上市，一切符合法规。

Michael：    这么小的事不用弄得这么复杂，不用麻烦你了。我想你也很清楚，我们上市的时间很紧迫，Eva很希望明年底可以上市，到时候也是信达时上市四十周年。双喜临门啊，不是一件很开心的事吗？

（Alan 点头不语）

Michael：    我知道你很尊重王老先生，而他也很紧张Eva。我想，你也希望他老人家开开心心，完成他的心愿，是不是？

（Alan 默然点头）

Michael：    放心吧，Lily作为公司的保荐人，就有责任去解决问题。这些事她会处理的，是不是？有什么事再打给我。

（Michael开门送走Alan）

分场七

时间： 夜

地点： 画廊办公室

人物： Eva, Michael

Michael：    公司还有三个月就上市了。要解决的问题已经都解决了。为什么还担心？

Eva：          我不是担心上市的问题，而是有些事想找你帮忙。我算错了一些事情，我在浅水湾买入了三个单位，打算在画廊上市之后，把部分股分套现做交易。但是我忽略了我是董事，有六个月的禁售期。

Michael：    哦，原来是这样。难怪你这么烦了？

Eva：          有没有办法？

Michael：    办法不是没有。不过你信得过Jenny和Patrick他们吗？

Eva：          他们是由信达时过来画廊帮我的，当然信得过。

Michael：    那就简单了。他们都是画廊的开国功臣，你可以先分配一些认股权给他们，然后按照规定，在招股书上披露，待等公司上市之后，你吩咐他们行使、沽出，然后再把现金还给你。到时候你再给他们一点好处作为报酬。

Eva：          所以说，我不能没有你这位幕后军师。

（短片铜锣梦播映完毕）

主持：              Eva 和 Michael 为了让南华艺廊在短期内顺利上市，不惜利用各种方法来达到目的，当中甚至牵涉贪污贿赂及违法违规的行为。就算以后南华艺廊真的上市，也肯定有不少烂摊子要收拾，有关人士更需要负上沉重的代价。

(主持点一点「贿赂行为」的窗口，回放短片中Michael及Lily的对话)

Lily：         那就最好了。我们的同事也好办事。要尽职审查早日完成，我们就得减少审查文件，节省时间。

Michael：    那就好了。对了，我们已经转账给你们了。收到了吗？

Lily：         会计部收到了。

Michael：    你那份了？

(镜头转回到主持)

主持：        由香港廉政公署执行的《防止贿赂条例》香港法例第201章，目的是打击私营和公营机构的贪污罪行。根据《防止贿赂条例》第9条，任何代理人在未获其主事人许可，索取或收受与主事人业务有关的利益，即属违法。而行贿一方，亦违反同一法例。

分题: 何谓利益？

主持：        利益是指任何有价值的事物，例如金钱、馈赠、佣金、贷款、服务、职位、优待等等。一般而言，只要贿赂过程中任何一部份在香港发生，香港廉政公署便可根据《防止贿赂条例》跟进调查。Lily 是丽歌资本的雇员，在未取得丽歌资本的许可之下，接受Michael 的秘密花红，以加快尽职审查及不检阅重要文件的原件，两个人都触犯了《防止贿赂条例》第9条。Lily 是受贿，Michael 是行贿，两者的最高刑罚是罚款港币五十万元及入狱七年。另外，他们两人向香港联合交易所和证劵及期货事务监察委员会提供虚假数据，佯装遵守上市过程的法规，会违反《证劵及期货条例》。而且，鍳于他们在知情的情况之下，批准向公众披露虚假资料，他们亦需要承担刑事及民事法律责任。

分题: 欺骗主事人及盗窃

(短片回放：Michael及Eva的对话)

Eva：          存货清单的实物数目，比记录的少了好几件。Jacques Vallance的其中一幅画，抵押给三间不同的银行，做了三笔不同的贷款。

Michael：    (独白) 我天天不停的帮画廊找客户，又要应酬又要打好关系，那三笔贷款就当作画廊给我的津贴吧。

(镜头转回到主持)

主持：        根据《防止贿赂条例》第9(3)条，任何代理人使用虚假、错漏不全的收据、账目或者文件去误导主事人，即属违法。Michael 作为南华艺廊的代理人，如果使用虚假的会计记录欺骗他的主事人南华艺廊，就可能违反了有关法例，最高刑罚是罚款港币五十万元及入狱七年。而Michael 在未有告知银行的情况之下，利用同一幅名画在三家银行作三项独立贷款的抵押，这样做可能已经触犯了欺诈银行的罪行。如果他在获得贷款后挪用该等资金，就可能触犯了盗窃罪。

分题: 利用空壳公司伪造交易

(短片回放)

Michael：    (独白) 不舍得？开什么玩笑？我巴不得有人马上用真金白银把它们买走。为了迎合Eva赶上市，我只能用自己的空壳公司装成买家，多买几幅画，抬高营业额。

(镜头转回到主持)

主持：        根据香港联合交易所发出的《主板上市规则》规定，申请上市的公司董事必须呈交已签署的书面确定，以证明上市申请文件所载的资料，在各重要方面都是准确完备，而且没有误导或欺诈成份。Michael 伪造单据和南华艺廊的账簿记录，并且利用自己的空壳公司伪造交易，夸大营业额，这样做可能已经构成欺诈罪行。Michael 还可能因为故意提供虚假资料而违反《证劵及期货条例》。由于上市文件及招股章程包含诱使投资者认购南华艺廊股份的虚假资料，所以Michael 违反了《证劵及期货条例》和《公司（清盘及杂项条文）条例》。

分题: 绕过禁售期的规定

(短片回放：Michael及Eva的对话)

Michael：    那就简单了。他们都是画廊的开国功臣，你可以先分配一些认股权给他们，然后按照规定，在招股书上披露，待等公司上市之后，你吩咐他们行使、沽出，然后再把现金还给你。到时候你再给他们一点好处作为报酬。

(镜头转回到主持)

主持：        《主板上市规则》规定︰新上市的公司控股股东在公司上市后首六个月内不得出售有关股份任何选择权或利益。Eva 和 Michael把认股权授予雇员，并且以代名人的身份持有，故意试图绕过禁售期的规定，这样做已经构成普通法的串谋诈骗罪。由于认股权的授予并非属实，就算在招股章程当中披露了，也无法免除Eva 和Michael的法律责任。

分题: 公司董事的诚信角色

主持：        在上市过程当中，如果出现贪污、诈骗、舞弊等等，会拖垮公司的业绩及损毁公司的声誉，所以公司董事必须要以身作则。除了遵守法规之外，也应该实践诚信领导，为公司建立良好的企业文化。Eva 要南华艺廊在四年内上市这不切实际的野心，对下属造成了过度压力，而且这也是促使Michael 行贿保荐人走捷径的部分原因。Eva、董事会、高级管理层应该就南华艺廊的持续发展制定合适的策略及切实可行的目标，循序渐进，达至上市。虽然Eva 对账目异常之处询问过Michael ，但她对Michael 过于信任，对他牵强的解释没有作出跟进。作为南华艺廊的主席，Eva 应该以应有的谨慎、技巧及努力来履行其董事责任。她理应对可能出现的不当行为提高额外的警觉，对怀疑不当的行为作出跟进。董事会有责任确保公司制定良好的企业管治常规及程序，包括有效的内部监控。例如，在重要的业务流程进行分工，妥善记录重要的交易和决定，设立内部审计职能，执行定期及突击检查等等。董事会亦应确保每年最少一次检讨公司的风险管理和内部监控系统是否有效。

分题: 专业人士的把关角色

主持：        专业人士如会计师、律师、公司秘书等等，在筹备上市的过程当中担任重要的角色。但故事当中出现的会计专业人士、保荐人、公司秘书有没有履行他们的专业职责呢？

(主持点一点「会计师」的窗口)

主持：        香港会计师公会发出的守则规定，会计师的责任不仅限于满足雇主的需要，他们也代表公众的利益行事，必须要遵守遵从若干基本原则。包括诚信、客观、专业能力与谨慎、保密、专业行为。南华艺廊的高级会计师向Eva汇报财务报告当中的异常之处，已经履行了其大部分专业及把关角色。但是他亦应该采取合理的措施，保存能够完整地反映事实及其准确性的相关资料，并且在有需要的时候咨询上级，审核委员会或董事会等等，甚至拒绝继续和具有误导性的资料有关连。

(主持点一点「保荐人」的窗口)

主持：        Lily 作为保荐人，是受《证劵及期货条例》及相关持牌人守则规管。但是她根本没有履行保荐人的专业职责，以诚实、公平、维护客户最佳利益的态度行事。Lily 同意收受Michael 的秘密花红，以协助加快为南华艺廊完成尽职审查。她不但没有检阅重要文件的原件，或核对主要贷款的抵押品，在作出逐项审查的时候，更仅以Michael 签署的概述文件作为审核依据。这些行为明显不符合预期的操守标准。

(主持点一点「公司秘书」的窗口)

主持：        Alan 作为南华艺廊的公司秘书，面对Michael 的牵强解释显得无力招架，而且太轻易放弃。身为公司秘书，Alan 有责任确保上市文件及招股章程的资料属于真实。如果他以及其他公司董事在知情的情况之下，批准向公众披露虚假数据，或者在确认这些数据是否属实上有疏忽，则有可能承担刑事及民事法律责任。

分题: 诚信管治维护企业长远利益

主持：        良好的企业管治对公司的价值毋庸置疑。公司董事、高层管理人员和相关的专业人士如果能够履行各自的管治责任和诚信领导的角色，积极防范贿赂及其他违法违规的行为，便能够确保公司业务持续增长，让各持分者的利益得到保障。

(镜头转到香港商业道德发展中心)

主持：        廉政公署辖下的香港商业道德发展中心致力推动商业道德和专业操守，为本港企业提供免费、全面切合公司所需的诚信管理顾问服务。中心也提供各项防贪资源，协助公司董事实践诚信管治，以至符合香港上市规则对企业管治的要求。欢迎企业联络我们。

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、secretary

• 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：you 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.

Script    

VO = Voice-over

Scene #1

Time:      Midnight

Location:       South China Fine Masterpieces Limited meeting room

Character(s): Eva、Michael

• Eva and Michael sit in the meeting room of the gallery in the late night, Eva seems to have something to worry about, frowning, Michael is not aware of what Eva is doing, waiting for Eva to speak.

Michael：（VO）The gallery will be listed in less than three months. I don’t know why Eva’s called me this late …But she looks worried. Could it be something with the listing documents? I don’t think so. I’ve done it all by the book and under the table. There shouldn’t be any problem. To make my mark nowadays, I need to have what it takes and also know how to create opportunities. Five years ago, I ran into my US college classmate who is now my boss and work partner, Eva. After graduation I worked in an investment bank. My job served me well. But I wanted to build my own business. Luckily, I bumped into my lucky charm, Eva

Scene #2

Time:      Day

Location:       Coffee shop

Character(s): Eva、Michael

• Eva alone at the coffee shop drinking coffee to see magazines, relax.

Michael：Running a family business. Is that really what you aspire to?

Eva：Why’d you say that?

Michael：You majored in fine art, and have good taste.

Eva：Honestly I do enjoy my work right now. But if the family business and art could fuse together. It’d be perfect. The art business is still a dream of mine.

Michael：It’s not impossible. I’ve noticed that the art auction market has being flourishing.

Eva：I’ve noticed that too!

Michael：Let’s give it a go. We can invest in mid to high end pieces. We can choose the lesser known pieces of great artists which have high potential in the market. If you are interested I have a client base. And we can open a gallery together. Just like old times in college. The gallery focuses on art investment. We do promotion, curating, selling art pieces.

Scene #3

Time:      Day

Location:       Suntarks Wong Man-kan’s office

Character(s): Eva、WONG Man-kan

Eva：After that, we rent out the pieces to our big corporate clients. The income is split between the gallery and the owners. The owners can have the masterpieces without caring for them. The gallery can cash out immediately. Earning commission at the same time!

WONG Man-kan：Are you sure you have thought it through?

Eva：Grandpa, have you forgotten that I majored in fine art? I know which pieces are good investment.

WONG Man-kan：Well it doesn’t hurt to try I guess.

Eva：But I’m serious about it. Art investment today is a growing business. As a start, I plan to open a gallery in Hong Kong for investment and also for trading. And I’m confident that, within four years. It’ll go public in time for Suntarks’ 40th listing anniversary!

WONG Man-kan：Going public that soon, are you sure?

Eva：I’m sure! I’m optimistic about the mainland market. Many luxury apartments and high-end venues in China have great demand for art pieces. I plan to open two galleries in prime locations in Shanghai. They will set the scene up there for large art gallery estates. Grandpa that is my long term goal!

WONG Man-kan：Good idea!

Eva：So I have your support? Thank you grandpa!

WONG Man-kan：But if you really are planning to get the gallery listed in four years. I suggest, that you hire Alan, Suntark’s company secretary as your company secretary too. He is very experienced with listing matters.

Scene #4

Time:      Day

Location:       Warehouse

Character(s): Eva、Michael

• In the warehouse, a lot of famous paintings were buried. Michael looked a little surprised.

Michael：Never imagined that you collected so many pieces.

Eva：Come on you knew I bought them all during my university days.

Michael：I know but I never thought this many. You do need a big warehouse for storage.

Eva：I figured so I purchased this warehouse a few years ago with my trust fund.

Michael：I got it. The main gallery will be in Central. Then, we rent this warehouse as a branch. And of course, the gallery will pay you the rent. But first, renovation, a makeover styled like London’s Westbank. The renovation cost will be picked up by the gallery. What’d you think?

Eva：That’s good! Then the rent will just go into my own company.

Michael：But the gallery doesn’t have many pieces to start. Maybe, we borrow some of yours for the first show.

Eva：No problem. The gallery is mine anyway. Art’s only valuable when appreciated.

Michael：We’re all set then. Any idea about a name?

Eva：South China Fine Masterpieces.

Michael：Hello. South China Fine Masterpieces' Chairman and CEO.

Eva：Hello. Executive director and general manager.

Scene #5

Time:      Day

Location:       South China Fine Masterpieces Limited shop front

Character(s): Eva、Michael

• Eva alone looks at the gallery accounts in the store.

Michael：（VO）Eva rarely examines the accounts. Please take your time, sir, I’ll be right back. But she is checking the books today. Could it be?

Eva：Hey Michael! Is something wrong with the listing process?

Michael：Jenny, Mr. Lee is here, please take care of him

Jenny：Okay.

Michael：Everything is fine here, why do you ask?

Eva：The accountant has told me, there are irregularities. The number of physical pieces we have are less than the record indicates. One of Jacque Vallance’s pieces is put up to three different banks as collateral for three loans

Michael：hat must be an administrative error. The painting was already sold to Chief Chan in Shanghai at high price. The problem no longer exists. I am meeting the Administration team this afternoon to set things right. Are you free to join?

Eva：I've a board meeting at Suntarks today. I’ll leave it to you. Listen, no matter what the gallery must be listed by the end of next year. Also, by the end of this financial year, it must fulfil all the listing requirements, especially the profit test

Michael：Understood. Gotcha. It’ll be a double celebration next year. Suntarks’ 40th listing anniversary and South China Fine Masterpieces going public.

Eva：I’m in a rush I am off.

Michael：Okay, drive safely

Eva：Okay. Bye bye.

Michael：Bye!（VO）I’m the one finding new clients for us and entertaining them to keep them happy. Those three loans should be treated as my allowance. This is my gallery too. I also want it to be listed soon. Looks like I have to work even harder.

Scene #6

Time:      Day

Location:       South China Fine Masterpieces Limited shop front

Character(s): Michael、Jenny

• Michael stood in the gallery and watched a few pictures fascinated.
• Jenny held several sheets in his hand and found something Michael.

Jenny：Michael？

Michael：What is it?

Jenny：The transaction amount for these few orders are quite big.

Michael：Is that a problem?

Jenny：It’s almost delivery time. But I can’t get in touch with the buyers. And they’re not regular buyers that we have close contact with. With such huge amounts involved, I’m afraid we may suffer a loss

Michael：Don’t worry. These are new clients. I know them well. How about this? Let me take care of the follow up from now on.

Jenny：Michael, you seem to like them. You’ve stared at them for ages. Do you want them yourself? Sadly someone’s ordered them.

Michael：No（VO）Want  them? Are you kidding me?! I wish someone would buy them immediately in cash! To fulfil Eva’s wish to get us listed. I need to use my shell company to purchase a few more of these paintings in order to pad our revenue. Now, I need to team up with a good partner. The gallery’s sponsor, Lycole Capital Hong Kong which specialises in helping SMEs get listed. The general manager Lily Poon understands. Also, I like the way she works

Scene #7

Time:      Day

Location:       Lycole Capital Hong Kong meeting room

Character(s): Michael、Lily

Lily：What I need to know, I’ll always find out no matter what. What I don’t need, it isn’t my business, I don't care.

Michael：（VO）The year before the gallery went public. We met almost every week.

Lily：What I need to know the most now is how it’s going with the reporting accountant. He asks too many questions and we’re trapped in the middle with our hands tied. If this continues, we won’t meet the schedule.

Michael：Well that problem has been solved because the reporting accountant was fired. So now you need to help me make up a reason for it on paper.

Lily：Well that’s good news. My team can work more smoothly and finish the due diligence as soon as possible. We'll cut down the check on original key documents to save time. And, for these items on the auditing checklist. Just give me a blanket statement signed and assuring the records match the facts and we will tick them off the list. About the outstanding loans of your gallery as long as you sign off that fully executed bank documents were in place at each bank. The team will be satisfied. Then it’s done.

Michael：Oh right. The money was transferred. Got it?

Lily：We’ve received it.

Michael：And your part? （Lily nod）（VO）If a problem can be solved by money it is not a problem at all...

Scene #8

Time:      Day

Location:       South China Fine Masterpieces Limited shop front

Character(s): Michael、Alan

• Michael works in the gallery.

Michael：（Say to the customer）Here. This piece is distinct. It has great characteristics（VO）However, there are certain matters that money cannot solve, Alan.

Alan：Hello.

Michael：（VO）This is Alan, the company secretary assigned by Eva’s grandpa. He’s come all the way here. I wonder what he’s up to.

Alan：The gallery’s sponsor Lycole. Their due diligence team in China called me several times. They wanted additional information and files for some clarification.

Michael：What kind of files and what’s to clarify?

Alan：It’s about the gallery’s loans taken with mainland banks and breaches on the reserved land for development in Shanghai.

Michael：Really?

Alan：I’ve checked the gallery’s bank loan and the records of the land transaction. There are irregularities. Can you explain it?

Michael：There are no problems. I think it’s just some mistakes on the documents. I’m meeting Lily, Lycole’s general manager today. She’ll fix the problems.

Alan：How about I tag along? As the company secretary. I’m responsible for ensuring the listing is smooth and compliant.

Michael：These issues are trivial. No need to complicate things Alan. As you are aware, we are running a tight schedule. Eva wants to get listed at the end of next year. Together with Suntarks’ 40th listing anniversary. Big celebrations ahead for us, Right? I know you look up to Mr Wong. And he has hopes for Eva. I mean, you do want him to be happy and fulfil his dreams right? Worry not! Lily’s the gallery’s sponsor. It’s her job to solve this. Let them do their work Alright? Call me anytime

Scene #9 （after Scene 1）

Time:      Midnight

Location:       South China Fine Masterpieces Limited meeting room

Character(s): Eva、Michael

Michael：We’ll go public in three months. We’ve done what we needed to do. What are you worried about?

Eva：I’m not worried about the listing. Actually I think I need your advice. I miscalculated something. I bought three apartments in Repulse Bay. After the listing, I plan to cash out some of my shares for the property transaction. But I overlooked as a director, there’s a six-month lock-up period.

Michael：Oh! That’s why. No wonder you’re anxious

Eva：Any ideas for me?

Michael：I think there’s a way out. But first, do you trust Jenny and Patrick?

Eva：They come from Suntarks to help the gallery. Of course I trust them.

Michael：It’s simple then! If they are inside the circle of trust. Recommend the board to grant them share options. To make it legitimate, disclose it in the prospectus. After the IPO, ask them to sell their options to free up the cash for you. After that, you can reward each of them a small bonus

Eva：That sounds great. What would I do without you, my personal advisor?

Scene #10

Time:      Day

Location:       Outside Stock Exchange of Hong Kong

Character(s): Eva、WONG Man-kan、Alan、Michael、Robert and several company executives

• WONG Man-kan is dressed in a neat suit and ready to enter the HKEx.
• Eva organizes tie for WONG Man-kan

Eva：Grandpa, you look very smart in your suit today. When you hit the gong at the Stock Exchange, You’ll make an impression!

WONG Man-kan：I’m too old to make a dramatic entrance. Today we have a double celebration. Now, Suntarks celebrating its 40th anniversary of listing together with the IPO of your gallery. Good for you!

Eva：I have learned from the best.

Robert：Hey dad, we’re leaving, it’s time.

WONG Man-kan：Go

Eva：Come on go.

Robert：Hey. It’s time to go.

Alan：（VO）The gallery’s going public today. But I wonder if we’ll have a problem later?

Script    

VO = Voice-over

Scene #1

Time:      Day

Location:       Outdoor cocktail venue

Character(s): WONG Man-kan、Robert、Helen、Eva、Kent、Sammy、WAI Chi-keung、Alan、Dennis、Family and friends、company employees

Subtitle: 2013

The retired reception of WONG Man-kan is being held at the outdoor reception venue.。WONG Man-kan’s family, Suntarks company colleagues, business partners, etc. attended。

The three generations of the Wong family: WONG Man-kan, Robert, Eva, are particularly relaxed and happy, talking and laughing with friends.。

On the other side, Alan (company secretary and legal director) and Dennis (finance director) were a little heavy, standing aside and not smiling.。

WONG Man-kan is ready to deliver a speech, and the careful granddaughter Eva sorts out the flowers for him. WONG Man-kan looked at the flowers and seemed to have a feeling to come to the reception desk. Everyone surrounded him and listened to him.。

WONG Man-kan：　（Take a look at the flowers, feel touched）It is said. There’s a time to blossom and a time to wither. Everything has its time. That’s right. When Hong Kong’s economy took flight. I started the business of Suntarks. But now, I must step down, start relaxing more and enjoy what life has to offer. I hope you all will be supportive, as you were for me, to my son Robert, to my granddaughter Eva and, of course, to Suntarks! Yes, I believe, our new Chairman and our new CEO will uphold the company’s motto as I always have Integrity above all. Change with the times. Adaptability creates opportunity. Thanks, everyone. Cheers!

The crowd applauded, and Robert and Eva thanked everyone around them. Only Alan and Dennis are absent-minded。

WONG Man-kan stepped down and continued to greet the guests。

WAI Chi-keung：　Chairman, you can enjoy life now .

WONG Man-kan：　Don’t call me Chairman anymore. This guy is now the Chairman（Smiling and pointing at Robert）Also, （Pointing at Eva、Kent、Sammy）all my good grandchildren are executive directors of the company. I can now relax.

Everyone laughed, and Alan, on the other side, looked in his eyes and felt a lot in his heart.。

Alan：（VO）　Mr Wong, are you sure they are all reliable?

Scene #2

Time:      Day

Character(s): WONG Man-kan、Robert、WAI Chi-keung

Connect to Alan's narration VO and flashback screens.

Hong Kong 50's and 60's

Chinese furniture

Hong Kong Central 70's and 80's

Chroma key：WONG Man-kan、Robert、WAI Chi-keung (70s style photo) in Central

Alan：（VO）I admire Mr Wong as an entrepreneur. When Suntarks was listed in 1975. Mr Wong became Chairman of the board and CEO.

Scene #3

Location: Suntarks office（80’s ）

Time:      Day

Character(s): Alan、WONG Man-kan

WONG Man-kan takes Alan to inspect the company.

Alan：（VO）I joined Suntarks in the early 1980s as company secretary. Mr Wong always reminded us of his business motto

WONG Man-kan：　Quality products. Integrity above all. Remember. My health has not been as good these past few years. Also, I want to give Robert more chances. He will soon succeed as CEO and executive director. And you the company secretary, must help him like you’ve helped me

Alan：　Of course！Then I’ll prepare the nomination papers for the new director. And I will also submit to the board the declaration of your relationship. Mr Wong has always wanted his son to follow in his footsteps, so he can just remain as the Chairman.

Scene #4

Location: Suntarks Boardroom（80’s ）

Time:      Day

Character(s): Alan、Robert、WONG Man-kan、WAI Chi-keung、Other directors、secretaries

Subtitle: 1988

The meeting room at Suntarks is in the process of board meeting. Alan actively reported that WONG Man-kan was sitting in the chairperson's position, and Robert sat next to him, but he was unwilling to have a meeting and kept playing his mobile phone.

WONG Man-kan：　What’d you think, Robert?

Alan：　Robert,  Chairman’s asking.

Robert：　I agree, good to be aggressive.

Alan：（VO）Sadly...

Scene #5

Location: Suntarks Alan’s office（80’s ）

Time:      Night

Character(s): Alan

Alan：（VO）Mr Wong asked for my help. I don’t want to let him down. But this task is no easy one.

Scene #6

Location: Suntarks Robert’s office（90’s ）

Time:      Day

Character(s): Alan、Robert

Robert listened to Alan's report with impatience.

Alan：　First, I will arrange for everyone in the company from directors to frontline workers to attend a compliance training programme. Second, the board should introduce independent non-executive directors

Robert：　Hey. Is this necessary? Executive directors, Non-executive directors and now INED? These are not required by the Stock Exchange.

Alan：　This setup has its merits for the company though. It’s true that the Stock Exchange doesn’t require it, but it’s the trend…

Robert：　No worry till it’s required.

Robert’s phone rings again.

Robert：　Hey, Chief Chan, what's up? Golf game? Sure.

Alan：（VO）Perhaps I worry too much. If the CEO and executive director doesn’t care about these suggestions. Why should I, the company secretary and chief legal officer be bothered with it? I might as well just do the bare minimum and forget about it.

Scene #7

Location: Outdoor cocktail venue

Time:      Day

Character(s): WONG Man-kan、Robert、Helen、Eva 、Kent、Sammy、WAI Chi-keung、Alan、Dennis、Family and friends、 company employees

Alan looked at WONG Man-kan、Robert，Lens steering to Eva。

Alan：（VO）Eva, the new CEO is very different from her father. She is young, energetic, with aspirations. I do hope she begins a new chapter for the company.

Scene #8

Location: Suntarks WONG Man-kan’s office

Time:      Day

Character(s): Eva、WONG Man-kan

Eva entered the WONG Man-kan room and planned to have lunch with WONG Man-kan.

Subtitle: 2009

Eva：　Grandpa, don‘t be such a workaholic and mind your health. Have you forgotten our dinner tonight?

WONG Man-kan：　I remember, just let me finish these documents.

Eva：Okay.

WONG Man-kan：　Now Eva, starting from next month, you stop  working in the marketing department. I am promoting you to an executive director learn about corporate management, build a foundation and spend more time on the development of the company. Are you up for it?

Eva：Of course, I’m up for  it, thank you grandpa.

WONG Man-kan：　Now, grandpa leave my legacy to you. You must put your heart into your work.

WONG Man-kan continue to think the past, Eva listened.

Eva：（VO）Grandpa is a visionary entrepreneur. But daddy is the complete opposite. Well, never mind. I‘m here. I will use a new mind set to escalate the business of Suntarks to a whole new level!

Scene #9

Location: Suntarks Eva’s office (2000)

Time:      Day

Character(s): Eva、Alan

Eva became an executive director and was ambitious in his work.

But when Eva saw a bunch of documents on the desk, she immediately wrinkled her face.

Staff：　Please sign here as well.

Eva：　Sure. Thank you

Staff：　Thanks, Miss Wong.

Eva：　Alan, you wanted to see me?

Alan：　I sent you an email last night.

Eva：　Right, I’ve been too busy to read it

Alan：　That‘s fine. I’ll tell you now

Eva：　What is it?

Alan：　I mentioned it when you first joined Suntarks. Now you’re executive director, I think it’s time again.

Eva：　It‘s about?

Alan：The compliance training programme.

Eva：　Oh. That training programme.

Alan：　Yes, it’s been running for years. Everyone has to attend. You were always too busy, so I didn’t push you.

Eva：　Actually, I'm still just as busy. I’ll let you know when I have the time to attend the programme?

Alan：　You said the same before.

Eva：　Yes, true. I totally agree that new recruits should attend the training programme. But now I am already an executive director. I don’t think I need it, right? Besides, I have you the company secretary and chief legal officer to help me. I should be okay right? Let’s discuss something practical like the acquisition plan of the Singapore shopping mall. I want to ask you about this.

Alan looked disappointed, but Eva didn't seem to think of the training program as one thing.

Scene #10

Location: Suntarks Eva’s office (2010)

Time:      Day

Character(s): Eva、Alan、Robert

Alan has left, Eva continues to work, and Robert passes (with a resume in hand).

Eva：　Hello?

Robert：　Eva, have you done yet? I’m having dinner with Uncle Frankie. Come along?

Eva：　I’m digging my head in the files and they just don’t seem to ever end, daddy.

Robert：　I wasn’t that busy when I was in your place.

Eva：　I know. Maybe I’m just slow

Robert：　Don’t be silly! Listen to your old man. As an executive director. There’s no need to do everything yourself. Simply delegate it to someone you trust.

Eva：　Talking about someone trustworthy. The person we trust most in the company is Uncle Keung. I know he handles everything himself no matter how small it is. It’s too bad he’s retiring soon.

Robert：　And that‘s why we need to plan ahead（Handed Eva on the file in hand, Eva opened, is a resume），So, I am hiring a new financial controller. He’ll take over for Ah Keung.

Eva：　Sounds good.

Robert：　His name is Dennis. He’s Uncle Frankie‘s brother. He’s been the financial controller of B&T in the US and just returned to Hong Kong. I think he is the right person. I sure hope he’s as capable.

The two laughed and Eva looked at the photos in Dennis's resume.

Scene #11 （after scene 7）

Time:      Day

Location:       Outdoor cocktail venue

Character(s): WONG Man-kan、Robert、Helen、Eva、Kent、Sammy、WAI Chi-keung、Alan、Dennis、Family and friends、 company employees

Dennis looked at WAI Chi-keung, who spoke to WONG Man-kan, Robert, Eva and others.

WAI Chi-keung：　The glaciers are amazing. You really should go some time.

Eva：　I envy you Uncle Keung. You’ve travelled so much since you retired.

Dennis：（VO）（looking at WAI Chi-keung）The Wongs trust Wai Chi-keung like he was the royal servant of the family. Many matters were left entirely in his hands. Because of this, the company still lacks a sound operation system.

Scene #12

Time:      Day

Location:       Suntarks office

Character(s): Robert、WAI Chi-keung、Dennis

Subtitles: 2010

Robert introduces the company with Dennis

Robert：　Ah Keung is a very experienced member and he knows the company far better than I do. Get his advice if you have any questions.

WAI Chi-keung：　Dennis is a true professional. He’s highly educated. He’ll make a great financial controller. I should get his advice.

Dennis：　Brother Keung, You’re too modest. You’re so experienced. I do have lots to learn from you

Robert：　Don’t hesitate, Dennis. Ah Keung’s retiring. Ask him while you still can!

WAI Chi-keung：　The company’s been running for years. Just follow the old ways.

Dennis smiled, but there was reservation in my heart. Dennis phone rings...

Dennis：　Excuse me. I need to take this. Be right back. Yes?

WAI Chi-keung：　Mr Wong. It’s often said a new broom sweeps clean. We all know theory is one thing practice is another. I hope Dennis won't cause any trouble.

Robert：　No worries!

Scene #13

Time:      Day

Location:       Suntarks Dennis’s office (2010)

Character(s): Dennis、Grace、Secretary、 LIANG Runqiu

Dennis and his subordinate Grace looked at the company's old documents, and Dennis was getting worse and worse, and Grace looked in his eyes.

Dennis：　Grace. Have the operations always been chaotic? Not only do we lack documentation for large expenses. none of the orders and delivery notes have approval signatures. How could we check the transaction progress? How did you handle these?

Grace：　Before Brother Keung retired he said these were minor. So we never bothered with…

Dennis：　And! Why has the company’s accounting system never been updated? Each and every subsidiary has its very own accounting system. Whenever we need analysis, it must be adjusted by hand.

Grace：　Yes it’s confusing. I asked for updating the system a few years ago. But Brother Keung disapproved. He said it’d be messier.

The secretary knocked at the door.

Dennis：（VO）Soon after I started，I discovered many lapses in the accounts, especially in our food company which is a joint venture in Beijing with a US enterprise Ganancia. The Suntarks Foods (China) accounts are so sloppy and confusing. So I've invited its assistant manager to Hong Kong to provide some clarification.

The secretary brought Liang Runqiu in.

Dennis：　Mr Leung.

LIANG Runqiu：　Mr Yeung.

Dennis：　Have a seat. Mr Leung, let‘s cut to the chase. I have found something strange in the company‘s accounts. Why do we keep paying large consulting fees to a business consultant in the mainland? Can you explain this?

LIANG Runqiu：　Mr Yeung. You know, Suntarks Foods (China) is a supplier for many upmarket hotels and corporations in China. Some of them are private organisations, some are state-owned. All these years, Brother Keung has instructed me to seek help from this consultant to build our relationships with the clients' representatives. Hence the consultant takes them out to nice high-end restaurants, wines and dines them, and gifts them jewellery. The consultant spends for us, so we have to pay the consultant. It wasn’t just approved by me. Brother Keung endorsed these fees too

Dennis：　Don’t you see anything wrong about it?

LIANG Runqiu：　Brother Keung said it’s okay. I did question it at first. But he assured me, we were just entertaining and gifting in China. Hong Kong laws don’t apply. Brother Keung’s my superior. Of course I trust him. Besides, there was no one else I could turn to.

Dennis：（VO）Is there really no problem? Previously a multinational enterprise committed bribery in China. Mainland authorities, the US and the UK all took legal actions. Our partner Ganancia is listed in the US and has regional headquarters in both the UK and Hong Kong. The way we give gifts may cause troubles. When law enforcement agencies from different countries approach us, it will be too late to regret

The discussion between Dennis and Liang Runqiu had no result, and Liang Runqiu left. Dennis stayed in the room with Grace. Dennis was upset and Grace looked in his eyes.

Dennis：　Outrageous. Oh right, Grace. I mentioned earlier that something’s wrong with the transaction records with our supplier Goldmark. Did you check the invoices and the company‘s background? How’d it go?

Grace：　Mr Yeung, I’ve checked Goldmark Company Limited has worked with us for years. We regularly deposited large sums of money to Goldmark’s account. And the cheques were approved by Brother Keung himself. However the past three years, we’ve only one or two delivery records

Dennis：　Ah Keung again. Why’d we keep paying for nothing delivered? Do they have a relationship?

Grace：　The owner of Goldmark is Brother Keung’s wife.

Dennis：　So, Goldmark's owner is Ah Keung’s wife? How come no one ever mentioned that to the company? Shouldn’t it be declared?

Grace：　Brother Keung took charge of everything himself. Even if some colleagues knew about Goldmark. No one dared to say anything.

Scene #14

Time:      Day

Location:       Suntarks office (2010)

Character(s): Dennis、Robert

In the morning, Dennis stepped back to the company with a heavy footstep. Robert meets Dennis in the hallway

Receptionist：　Good Morning, Mr Wong

Robert：　Morning

Dennis：　Morning, Mr Wong

Robert：　Morning, Dennis. I bought some new coffee beans, you want to try?

Dennis：（Dennis told his subordinates）You can go first.

Dennis：　No, thanks. Do you have a minute? I need to talk to you.

Robert：　I know you are meticulous and I appreciate that. Look, Ah Keung has worked for us for decades. Dad and I trust him entirely. Anyway he’s retired now. And we’ve operated smoothly for decades because of wisdom from our predecessors. So we should really learn from their cases. Well, keep it up then!

Dennis seems to still have doubts.

Robert ignored Dennis and returned to his office.

Dennis：（VO）Wisdom from our predecessors?