• Tesla's Unique Leader - Is It Time to Change?

    This case is set in the last quarter of 2022. Tesla Inc. (NASDAQ: TSLA), the renowned global supplier of electric vehicles (EV), was one of the most talked about companies in the media, partly because the company's cofounder, director, and CEO, Elon Musk, took over Twitter for USD44bn in October 2022. Aiming to turn around Twitter's profitability, Musk carried a bathroom sink to Twitter's headquarters and let the management and staff members "sink in" the idea of massive layoffs. However, his reform plans and public vote result of Twitter's users resulted in a backlash. On 20 December 2022, Musk tweeted he would resign as CEO of Twitter once a replacement was found. On 24 December 2022, Tesla suspended its EV production in its Gigafactory Shanghai, its second largest plant, without providing an explanation to the public. It was believed the suspension was due to the surge in COVID-19 cases, and the slower demand for Tesla vehicles in the Chinese market. Musk and his companies had a few turbulent years, dramatic success and painful failures, as well as inspiring vision and self-inflicted wounds. Now, even some of his most enthusiastic supporters were beginning to question his leadership. For the 12 months of 2022, the NASDAQ Composite Index experienced a 33.89% drop, and Tesla's share price fell by 69.2% after closing at USD123.18 on 30 December 2022. Whether Musk's leadership performance was related to his recently revealed diagnosis of Asperger syndrome was being questioned. Could his Asperger's partly explain both his visionary genius and his irrational behavior? Did Musk's Asperger personality features contribute to his interest in Twitter, thus distracting him from Tesla? Did his unique personality profile affect his questionable management decisions? Musk's lack of focus on Tesla was blamed for a dramatic stock value downturn, and questions about his future fit as the primary steward of Tesla was becoming an issue for the Tesla board and Tesla's
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  • Kingold Jewelry's USD3.2bn Counterfeit Gold Scandal

    Kingold Jewelry, Inc. (NASDAQ: KGJI), was one of mainland China's largest gold processors and gold jewelry manufacturers. In 2002, Jia Zhihong, chairman and CEO, founded the company, which was based in Wuhan, Hubei Province. In August 2010, it was listed on NASDAQ using "backdoor listing." It sold gold jewelry, ornaments, and investment-oriented products. Between 2015 and 2020 Jia decided to increase Kingold's reliance on gold as collateral to obtain loans at around CNY20.6bn (USD3.2bn) from 14 Chinese commercial banks and trusts across different provinces, including China Minsheng Trust Co. Ltd., Hengfeng Bank, and Dongguan Trust Co. Ltd. The 83 tonnes gold bars were largely secured physically in bank vaults after independent testing institutions certified them and insurance companies examined them; other financial institutions did not have access to the gold bars. In late 2019, Kingold defaulted on a loan repayment to Dongguan Trust and in February 2020, the bank demanded to liquidate the collateral and discovered the fraud. In June 2020 a Beijing-based financial news outlet, Caixin, published a story about Kingold's counterfeit gold scandal that was initiated by Dongguan Trust and other defaulted loan cases. On 11 August 2020, Kingold filed for voluntary delisting from NASDAQ without filing its overdue financial reports. On 26 August 2021, the Wuhan court began to press charges against Jia and Kingold and detained Jia and other personnel. How could Kingold's corporate governance be improved to disallow such a situation and protect lenders and investors? How could lenders reduce their credit risk in accepting gold bars as collateral when they could not fully rely on their clients, independent testing companies, and insurance companies? Do you consider US regulators' listing and other regulations were adequate for foreign companies? Did Friedman LLP as auditors make a best effort to examine Kingold's assets and present its client's financial information fairly.
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  • GCL-Poly: Non-compliance of the Listing Rules and Lack of Internal Control

    In 2021, when GCL-Poly Energy Holdings Limited was the second largest global polysilicon manufacturer. It made and sold polysilicon in mainland China used in the production of solar energy equipment. In September 2019, GCL-Poly's wholly-owned and major subsidiary, Jiangsu Zhongneng Polysilicon was engaged in an engineering, procurement and construction contract (EPC Contract) valued at CNY1.9bn (USD0.3bn). The EPC Contract involved a granular silicon project and engaged a state-owned enterprise (SOE) lead contractor and a subcontractor. But the majority of the holding company's directors claimed they were unaware of this EPC Contract and the contract sum, and they did not announce it to the public and the Stock Exchange of Hong Kong (SEHK). The company's former auditors, Deloitte, raised concerns on the commercial rationale of the EPC Contract, including the validity of the prepayment of CNY510m (USD79.8m) made to the lead contractor. Due to outstanding audit issues and resignation of Deloitte, the company did not release its annual results for year-end 31 December 2020 by the 31 March 2021 deadline. On 1 April 2021, the company's shares were suspended from trading. After the company terminated the EPC contract, on 26 April 2021, the company received a refund from the lead contractor at CNY495.28m (USD77.5m) for the prepayment. The EPC Contract and the prepayment were approved by Jiang Wenwu, the former ED of GCL-Poly's holding company and GM of Jiangsu Zhongneng. According to Jiangsu Zhongneng's relevant internal policy, Jiang also breached the company's internal policy. At the end of October 2021, the SEHK accepted GCL-Poly forensic accountant's report, internal control recommendation, and the new auditor's financial results. The company's shares resumed trading and SEHK and other regulatory bodies did not take disciplinary action towards the company.
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  • Lenovo's Opportunities and Challenges: Past and Future

    Lenovo Group Limited had its origins at Legend in mainland China, starting as a personal computer (PC) importer in 1984. After becoming China's largest PC manufacturer, it purchased IBM's PC business in 2005. It successfully evolved into a multinational corporation and a global leader in the PC market. In 2021, it held about 24% of the global PC market share. Despite its success in the PC market, in late 2019, Lenovo prepared for a reshape of its digital and IT service-led transformation. The company began prioritizing growth in IT solutions and services for their higher profit margins, and thus began the move forward into a global digital transformation. In April 2021, a new business segment, Solutions and Services Group (SSG) was strategically formed after a series of reorganization to include all of Lenovo's businesses that were not directly related to selling hardware directly to customers, and its data center services. One of SSG's services called Managed Services aimed at combining Lenovo's hardware, with software and IT services for clients, generating revenue from clients on a subscription basis. Ken Wong was appointed as President of Lenovo SSG to spearhead this transformation and oversee large growth targets. In mid-2021, Lenovo Chairman and CEO, Yang Yuanqing (YY), set a target for Ken to lead SSG to spearhead the company's growth and double the company's net profit margin in three years' time. In 2021, approximately 90% of Lenovo's revenue was generated from smart devices and hardware. The competition among IT solutions and services providers was intense with incumbents such as Microsoft, IBM Cloud solutions and Accenture dominating the market. How could Ken and his team transform the largest PC and laptop maker in the world to the next generation of IT solutions provider, and maintain a strong profit growth for the company at the same time as meeting the targets set for him by YY, his direct boss?
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  • Victory City: Corporate Governance Risks for International Investors

    Victory City International Holdings Ltd. was principally engaged in the textile businesses and had subsidiaries in mainland China that manufactured and sold its own products. The company was founded in 1983 in Hong Kong, and it was listed on the main board of the Hong Kong Stock Exchange (SEHK: 539) in 1996. On 22 February 2021, Victory City announced that, on 22 January 2021, Deloitte had obtained two credit reports as evidence that two of its main subsidiaries in mainland China had outstanding bank loans in the aggregate amount of CNY946m (USD148m). According to the credit reports, Victory City's mainland subsidiary signed bank facilities of CNY994m (USD156m) on 11 December 2020 with mainland banks, and a substantial portion of these loan amounts was not recorded in the consolidated financial statements of the company. If Deloitte's findings were valid, the company's management had possibly committed accounting fraud and embezzled funds by transferring a substantial portion of the unrecorded loan of CNY946m (USD148m) to their own pockets. After 22 January 2021, Deloitte, as the whistleblower, suggested remedial actions that the company should take, but no significant governance response was received and the management in Hong Kong denied any knowledge of the bank loans or the location of the funds. On 11 February 2021, Victory City filed a winding-up petition; it stated as one of the reasons that it had defaulted on a scheduled bank loan repayment of approximately HKD290m (USD37m) to a syndicate of banks in Hong Kong. On 19 March 2021, the Hong Kong government's Financial Reporting Council (FRC) initiated an investigation into Victory City's financial statements to determine the extent of the unrecorded loans. In addition, FRC was investigating whether Deloitte had conducted its work in accordance with the relevant auditing standards. Victory City requested that the trading of its shares be suspended at SEHK, effective 22 March 2021. On 27 April 2021, the
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  • CITIC Pacific: Good Governance or Smoke and Mirrors?

    This case is one of a series of cases that examines corporate governance in Hong Kong using the financial crises of 2008 that engulfed CITIC Pacific (now CITIC Limited) as the study. The first case dealt with the mechanics of the foreign exchange hedging which caused considerable losses at the company. The present case examines the governance structures at the start of the crisis, and how such structures have changed up to the present. There has been considerable change of the leadership at CITIC and new financial governance committee structures have been formed in order to manage risk. The case poses the question of whether such changes will prevent future challenges when operational and financial risks arise from cross-border activities. Finally, the case considers the role of the regulatory bodies that formulate the rules by which such companies have to operate. The case considers whether the standards that govern the activities of companies in an industry are adhered to or are viewed merely as guidelines since all the competitors are pursuing the same activity.
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  • MediaRus Corporate Governance Challenge: Activating the Board through State Ownership

    Corporate governance is pivotal for Russian companies to ensure sustainable development, to expand beyond national borders, and to attract foreign investments. This fictitious case illustrates the process for establishing internal corporate governance in a state-owned enterprise, MediaRus, focusing on the role of independent directors in corporate boards. The story of MediaRus's formation and development depicts the evolution of the changing role of the board of directors from an insider model to the outsider model of corporate governance. Readers are encouraged to apply the principles of corporate governance in Russia to the MediaRus case, serving as a point of departure for more detailed analyses of existing codes of good state-owned firms. The case also provides a general overview of current board practices in Russian governmental corporations, highlighting the key tensions faced by independent directors.
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  • Amway China: Arduous Road to Success (A)

    Case (A) of this two-part case study describes the trials and tribulations of the protagonist Eva Cheng, Chairman of Amway (China), in her attempts to establish and to develop her company's direct sales operations in the burgeoning China market in the 1990s. Along the way, she is stymied by the passage of a State Council ban against direct selling, which affected the whole industry.
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  • Amway China: Arduous Road to Success (B)

    In case (B) of this two-part case series, the Chairman of Amway (China), Eva Cheng, encounters many situations where her negotiation and leadership skills are tested with challenges from government bodies, illegal sellers, competitors, and the company's own distributors. How can Amway overcome these hurdles and thrive in China's opaque and volatile environment?
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