MoonRabbit

it is available in iqiyi up to ep 7. is it good?

i thought all remaining episodes supposed to come out with fast track last night. Is it affected by new regulation?

full episodes out in WeTV

no change. Iphone 20 has not come out yet. hahaha..

There is miss translation here. The literal translation:
"It's okay, still go to his place. I worked overnight to finish shooting, I am exhausted. IN THE MORNING, still has to rush for the morning flight (早上又要赶早班机）"

There is no word 'tomorrow' here. this is refer to the rush from last night and flight she has to take earlier.

What I understand, the shares not given to 'everyone'. It is still a proposal and to be capped at 15% for the founding management/leader of Tianzhihao pro-rated on their contribution. And 5% to GM. It is not just Chinese company, many other company also offer employee ownership program. Disney also give Bob Iger and Bob Chapek some stock - though Disney is a listed company. Some other company 'sell' their shares to the employee in discounted rate or give it as part of their bonus. It really depends on company policy.

gentleman's dignity chinese version?

The discussion yesterday cause me to rewatch past few episodes and reviewing my statement if I have provide a misleading comment. No I was not. I was not throwing BS legal terms to win an argument, I was assessing the situation from legal point of view.

Rewatching it until episode 40, I have made my conclusion.
1. TK ownership.
TK is 100% owned by group. However, HLL and XM feel that since they build the company, they want to own the company. Buying it out not possible as TK is too expensive, so they have to force bankruptcy and liquidating it. Liquidation usually will go through auction process and will be managed by liquidator and administrator. It usually below market price or go to the highest bidder.

It is not shown in the process of the drama but thrown in 1 2 sentence that QuanXing will purchase the company - from what it is implied, there is side agreement between XM and QX

2. Investor
For the purpose of lining the same understanding, TK is a normal corporate limited company, and the ownership structure. Investor refer solely to the capital injection that define the shareholder. TK shareholder is YH. However, YH's is owned by few people - as it shown by episode 40.

I have reviewed hundreds of corporate structure, from small subsidiary to listed companies in multiple markets, there is commonality in the structure and one of reason such company's ownership is set up in such way and one of them are for tax purpose. Group subsidiary will be owned by single shareholder (if not a joint venture). Investor's will be on the Group Holding company level. This is also already proven in episode 40. Besides, I don't think they will do complex ownership structure just for the sake of TV series.

3. Intellectual Property
You are right, that intellectual property, most commonly is property that includes intangible creations of the human intellect. The most well-known types are copyrights, patents, trademarks, and trade secrets. However, in most of market, and company, knowledge will be considered as IP. Of course, XM can always argue that it is not within his knowledge on the value of the land has increased due to the news. You are right that the news itself does not mean the price of the land has gone up. But it is the series are implying - which I also pointed out that it rather unbelievable for company as level as YH do not have proper professional for strategic planning. If not, they should have hired land valuation consultant.

Above all, the series has acknowledge the worth of the land by putting this into their main plot for the past 2 3 episodes.

4. Conduct
I am still in view that XM and HLL has breached employee ethic. GuanXi, most often used in family corporate, feel that they have followed and worked for YH for long time, group owe them something. This thing do not happen in MNC corporation, where there is clear conduct policy. I have to emphasize again, XM and HLL are employee of TK (which is part of YH group). As as separate legal entity, they have their own board of director that manage day to day company's activity for the benefit of the shareholder. Shareholder usually do not intervene on company's BAU, however, have the right to appoint/remove the board member (of TK).

As employee (XM and HLL is not the shareholder), they should have worked for the interest of parent company (YH). That is professional ethic. The Company (and its employee) should be committed to delivering value for shareholders and exerts its best efforts to maximise shareholder benefits. By hiding the knowledge of such land, this is breach of ethics.

Imagine, you own a company and hiring someone as CEO that do not think for your benefit.

5. Debt
TK's debt is belongs to TK and usually under local law, re not usually liable for the debts of a subsidiary that is a limited company. I also mention that such loss or profit will be consolidated in parent's group financials. It is mentioned over and over that TK has differences in Profit Margin that result in difference 'dividend' or % contract agreement that should be paid to the parent company. Cooking TK book it can be disputed, however, there is a clear difference in profit margin based on an audit - and this is something that TK should returned to the group.

With this, I do not wish to add more conflict, but I do wish to give clarity to broader reader. Whether the reader will take on this assessment, I will leave it to them.

At the end, TIC is not perfect, there is some gap in timeline and the ending feel kind of rush. However, overall, I still think that TIC is still a superb drama, I saw part of myself in SuXiao and I still believe in Ideal. I also encounter not little politics just to stand on my ideals. I just wish this drama can teach a good lesson. Ideal is not bad, but need to be achieved wisely.

Buddy, there are still many things that I disagree and feel you have misunderstood. But the discussion has been too long, let's just agree to disagree and let's just agree that you will do your way of interpreting and adopting of business practice in your own line of business, and I shall do mine. Let's respect each other and do not belittle each other's opinion or knowledge. My practice, in my country, in my business line may not be the same with yours. May you have a good and prosper day.

Thank you. As you said, every company is different, but generally, for bigger group company, the investor will sit on the group level (e.g. investor of yinghai). While for subsidiary level, it is either wholly owned or joint venture. It is not impossible to have multiple investors on subsidiary level, but for corporate governance perspective, it is unlikely. Especially if the subsidiary level company itself is not listed company. It will be difficult for tax purpose as well.

Correct me if I am wrong, but TK already own the land, and the profit will be based on speculation when that land can be used as commercial purpose. And this is when the railway expansion and connection to He Yao's father come into place.

And reviewing your comment, maybe you are right, there still be a lot of room to dispute about fraud and embezzlement or legal consequences, but still he did misrepresenting TK accounting, and mismanagement in purposely causing lost and high debt ratio. He also do not do it for the interest of the shareholder, but for himself./his uncle Undervalue the company and buy it in cheaper rate. At least you should be agree that there is unethical business conduct that he was doing here.

We may know more about this in 1.5 hours. :) Good talk but I am just sharing my experience on this, do not take it in offensive way k.

Thank you for your input. Perhaps what TK doing is different from my line of work, but corporate strategy is part of my job desk - including 5-10 years strategic planning of the company.

Secondly, I agree that at the end of the day, this is XM's 'gambling' of the spike of the price as the key plot device of the valuation of TK. QXGC should be more reasonable hidden asset in real world. But unfortunately from the direction of the plot, they are using that land as the 'key' valuation of TK.

Lastly, again I am not experience in Chinese legal matter, but based on my past experience, Board of director of company, especially it's a unlisted company, consist of representative of the shareholders + professional. I don't think there is ever mentioned in the plot that TK is owned by multiple investors (and please correct me if I am wrong). There is only mentioned 50million capital injection by the group at the beginning and there is agreement that Tianzhihao will operate independently with profit sharing agreement.

Hey dude, I hope no hard feeling ya for the discussion. :)

Just a slight amendment of your statement., his personal innovation/foresight is his own. - As a general rule, an employer will own the intellectual property created by its employees in the course of their employment.

Otherwise everybody will not do their best when they are working for a company. The keyword here is XM is an employee, with a vision to become entrepreneur. However, the land, the property, the knowledge that he has is belongs to the company that he worked for. That land purchased with TK money (which belongs to YH), and right now, still being employed by TK, he know that there is a future development of railway that will boost the value of the land. Non disclosure of that information is considered undervalue-ing company's asset. It is unethical and unlawful.

I dont have reference from Chinese government, but this is the same in most international market.
https://www.business.qld.gov.au/running-business/protecting-business/ip-kit/browse-ip-topics/ownership-of-intellectual-property-created-by-your-employees-and-contractors-or-consultants/ownership

To be honest, instead of declaring bankrupt, because there is things more than just tangible asset. TK has been in business for years, there are intangible assets attached to it as well. YH can let go bad asset instead of getting the whole company down. 80million is only about 12million USD. From YH's office setting and 20k employee and other fact mentioned, their business, fixed asset, liquid asset etc should worth more than 12mil. There is also things called restructuring and securitization to convert those bad debt.

In addition, normally in contract it stated as long as one employed, their intellectual and work belongs to the company they work for. As long as the vision is there, it is belong to the company. Usually for higher level management, there even further contract about gardening leave, or conflict of interest, etc. To ensure that those people do not use the knowledge in their previous company when being poached by competitor - or being used against their current employer when they moved on.

Yes, YH should do a better job in identifying their future asset . Normally company have their corporate strategic division for their 5 years vision (I guess this is where Director Gao's division is). But XM doing undervalue TK's worth on unrealized profit.. that's also unethical and can be disputed.

But I think the drama is too short to explore it one by one.

oh he is a smart man. he make people do his bidding. he want SX to lead the team, but because SX dont want direct appointment anymore, he makes people pitting Zhao Peng with SX, knowing SX will win. Both Zhao Xian Kun and XiaMing are playing chess, they read the situation and makes people do the thing according to their scenario.

Isn't XM do exactly the same? SX caught XM in last night episode when he say "I though you will just get the certification." There SX is convinced that everything in XM's stage. Her gut has told her (after 2x fooled by XM) that this is another of his play.

'Fool me once, shame on you. Fool me twice, shame on me. Fool me three times, shame on both of us.'

Unfortunately that is reality of life. Many people face that in reality. Isn't Chen Simin also the same? He has guanxi with Wang Yang and he still being let go? Why it is different with XiaMing?

GuanXi is one thing, but money don't have eyes, don't have feeling. Again, I do not justify what corporate leader of YingHai is doing. Heck I despised Wang Min Yu and his cronies. But this drama is not about XiaMing's fight to over throne the dynasty. I personally believe, this is about good corporate governance, in which what SuXiao is fighting for. Lesson learn about the drama shouldn't be about winning by defrauding the shareholder, but getting it the right way.

for SX and XM. see my post few hours ago on article in Douban below.

not gonna happen

That's why there is profit and loss and balance sheet. If they can't make it, they can't make it. They can always show it in the consolidated report.

Geez.. they need to pay back to parent company because there is some discrepancy in profit margin. Contract is contract. Agreement is agreement. Discrepancy can be mismanagement, or book keeping manipulation. In Tianzhihao case, it's all accounting fraud. By doing that, usually they already got warning letter, fired and can be sued in law.

Everywhere is the same, there is group target revenue, target profit. You get the bid, you get praise sent to worldwide office. You got good bonus (i.e. salary + bonus). You miss the target, you got reprimand, you got criticism.

I dont justify the 'shark' on the top, My point is, if you don't like the company you work for, you can always quite and make your own branding. But they feel they build TianKe (with group capital). If they want to own it, put a proper takeover, do it legally.

It is no longer about SX integrity or siding with the shark, it is legal and law brother. My field of work is closely related to law and regulation and I take it as my profession pride. Sorry not sorry, office politic always there, but that's not breaking the law. One just need to play it wise. Breaking the law, fraud, embezzlement, money laundering, evasion, it's another storyy.

Exactly. The point is not justifying the wrong, but how overcoming the wrong. We can see when SuXiao was bribed, she was tempted, but she is able to overcome. That is not just about 'ideal'. That is conscience. I know we see how XiaMing agonizing his decision. HIs conflicting heart and he was put in the position to choose his path. At the end he make d his choice, that doesn't justify the ethic and law violation.

How did she dont deserve Xia Ming because she reported his shady thing and he got consequences for his law violation? On the contrary, XM doesn't deserve her.