In 2009, VisionChina agreed to buy DMG, an industry rival with a foothold in the subway sector. DMG was particularly appealing because it had just won the contracts for the Shanghai subway systems ahead of the 2010 Expo. The deal was structured so DMG’s investors would get $100 million in cash and stock at or about when the deal closed, along with two subsequent $30 million cash installments on each of the first two anniversaries of the closing date. In “Fear The China Joint Venture And Front-Load Your China Licensing Agreements,” we talked of the importance of front-loading payments in your China deals. The public documents on the case go into too much detail to cover here, but the gist is that VisionChina put the first $100 million payment into escrow to be released a few months after closing and a large portion of that money was released as planned, with several more million of those escrow funds released a few months later. After that though, things started getting sticky. VisionChina turned in a couple of very bad financial quarters and then it decided it wanted to re-negotiate its DMG deal. Not surprisingly, DMG had little interest in revisiting its already done deal with VisionChina. Then in August, 2010, VisionChina’s CFO, Scott Chen, resigned and VisionChina’s founder and CEO, Li Limin, had this to say in a press release: Mr. Chen has made significant contributions to VisionChina Media’s financial management and investor relations. Additionally, he led our successful acquisition of Digital Media Group Limited in 2009 as well as the integration of the two companies. We are saddened by Mr. Chen’s decision to resign, but respect his wish to further pursue his career in investment banking. We are grateful to Mr. Chen for his service to the Company and wish him well in his future endeavors Not exactly the words of a CEO firing his CFO in a fit of rage. Now let’s fast forward to December 2010.

VisionChina is already late on its second installment payment to DMG and it then pre-emptively(?) sues DMG’s investors claiming fraud. The fact that a Chinese company doing business exclusively in China chose to sue in New York is a testament in itself to the new calculation for US-listed companies. VisionChina’s complaint sets out the following: On December 24, 2009, just over a month after the Closing Date, VisionChina received Unaudited Interim Condensed Consolidated Financial Statements for the eight months from January 1, 2009 through August 31, 2009, which had been prepared by Ernst & Young (the “E&Y Report”). The E&Y Report revealed for the first time that DMG’s total revenue for the first eight months of 2009 – the period covered by the Management Accounts – was not RMB 104.7 millions, as represented. * * * * [DMG’s investors] must have known that they were giving VisionChina false financial information during due diligence in order to induce VisionChina to enter into the Merger Agreement. In other words, DMG’s investors misrepresented DMG’s financials. Well, maybe.

VisionChina apparently released tens of millions of dollars from escrow on January 2, 2010, more than a week after it said it received the E&Y Report. Then five months later, VisionChina released millions more. VisionChina apparently waited more than a year after reading the E&Y Report to bring its case against the DMG investors. I know nothing more about this case than what I have read in the public documents, but in my experience companies do not usually wait so long to sue in these sorts of circumstances; there is a saying in the legal business that debts do not get better with age. In his affidavit, VisionChina’s former CFO, Scott Chen states: I did not think at the time [of closing that DMG’s] revenue report was particularly impressive…I was primarily concerned with verifying DMG’s subway contracts because of the strategic nature of the acquisition and DMG’s revenue stream was not the primary reason for the acquisition. * * * * The [Ernst and Young] SAS 100 Report did not reveal any issues with the 2009 preliminary management accounts that would have prevented the closing of the acquisition of DMG. At no time in the period between the signing the Merger Agreement and my departure in August 2010 did I participate in any discussions concerning any alleged fraud in DMG’s unaudited financial statements, nor was I aware of any such discussions. Remember when Mr. Chen resigned in August 2010, VisionChina’s CEO, Li Limin, said he was “saddened” to see him go. I’m looking forward to watching this case play out for three reasons: VisionChina is a Chinese company that listed on NASDAQ by way of a standard IPO. The prevailing wisdom says a company is more likely to be on the up and up if it goes through the more rigorous process involved with this type of listing. As a U.S. listed company, VisionChina has reasons to be concerned about an adverse New York court ruling and would likely face real consequences if it chooses not to abide by any decisions by that court. Given ChinaMedia Express’s recent near total collapse, I wonder what another market player taking a major hit will do to the Chinese media sector. I should stress, however, that unlike with ChinaMedia Express, I have seen no allegations that VisionChina is not a legitimate functioning company — merely that it is reneging on its contracts. Perhaps, most interestingly, unlike many disputes between Chinese and foreign companies, this drama is going to play out in full public view. It should be interesting and I will be watching. No doubt there will be more lessons to be learned from this case.

http://www.chinalawblog.com/2011/03/us-listed_chinese_companies_lets_watch_the_sausage_get_made.html

Lake Akan is a well known resort area in Hokkaido. The lake is generally frozen in winter able to do ice fishing.  There is a visitor center in the east side for snow shoes rental. Can walk on the ice lake too. Very nice place for visit with few visitors during the winter season. This is an abandoned pier on the east side.

There are volcanic spots with steam and sulfur in Akan lake. The heated area will have no snow and even steams rising from the ground. This is a wide close up shot of the sulfur and snow. There are also 2 mountain peaks around Akan lake. Very pretty sight.

Lake Kussharo is close to Akan lake. But unlike Akan this lake is not quite frozen due to a hot spring. This is a picture with half ice half warm water. There is a watch spot on top of the Bihoro pass driving from Kitami. A very nice view.

There are swans staying in Kussharo lake during winter and they all live around the hot spring for the warm water temperature. I sat there for 45 minutes shooting the swans and got these 4 staring at me. My friend enjoyed the free hot spring out in the open.

This was taken at the Bihoro Pass on the way back from Kussharo lake to Kitami. It was such a beautiful day in Hokkaido. Very clean air.

There is an area east of Kitami city with lots of humid air. Therefore the trees are all covered in soft ice. Kitami is a small city between Abashiri and Sounkyo Gorge. We chose this city for our base to get to Akan and Kussharo lakes.

Virgin snow pictures can be taken best the day after snowing. In Hokkaido the temperature is not very low but the amount of snow is just amazing. This is a ski or snowboard heaven. I took this picture after stepping in 1 meter of snow. Snow was virtually in my waist line.

This is a man made ice house at Sounkyo Gorge. They make this every year around February. Amazing and fun. I went there on Feb 14 the valentine’s day.

This picture is pretty because of all the shadow lines.

The Shiretoko National Park is the most eastern part of Hokkaido with very few people and lots of wild animals. The chance to see a wild bear is 95% except in winter when they are in hibernation.  So all I can do is to shoot the wild Sika Deer when snowing. I took this after shooting for 45 minutes. They are so friendly. Shiretoko is amazing.

I took this picture after standing for 3.5 hours. But I still consider myself lucky because it is very difficult to shoot the Red Crowned Cranes doing courtship dance.  I shot over 100 frames with 400mm lens. Many professionals there with 600mm lens

The movie also reveals another reality – meeting the right person at the wrong time! Juli loved Bryce since second grade but Bryce hated her. After they have grown up the feelings flipped. Don’t we always have this feeling all the time!

Another magnetic charm of the story is the strong personality of Juli.  I just love the energetic cute Julie with an iron back-bone, spirit and persisted love.

I prefer positive movies that touches hearts. I like the Heartland Truly Moving Picture Award better than Oscars.  Everybody’s Fine, Invictus, The Blind Side, Second Hand Wedding, Up in the Air, City Island were the movies I liked in 2010.

The UK’s Secretary of State for Education, Michael Gove, has, in his latest op-ed in The Telegraph, proudly referred to the coalition government as a “Maoist enterprise” and unabashedly confessed his vision for — listen to this — a “cultural revolution just like the one they’ve had in China.”

Last month, the good minister decided to make a trip to the “Far East” (love how people are still using this term), and was shocked to discover that schools in places like Shanghai and Singapore are producing students that are better and brighter than in the UK. Of course, he needn’t have come this far to find out – we could have told him all that.

We won’t deny you the pleasure of reading this gem of a piece for yourself. Suffice to say for now what really took the cake was his public fellation of communist China’s founding father. “Like Chairman Mao”, says Gove, “we’ve embarked on a Long March to reform our education system. Sometimes we will have to manoeuvre less than elegantly to get around obstacles. But the alternative, simply accepting the inevitability of our decline, is not an option.”

Will someone give the man an education on the Cultural Revolution and the Long March? Please?

The Golden Mile at Edinburgh.

Lake Faskally before sunset is almost like heaven on earth.

Pittenween is a quiet fishing village

The Honister Pass at the Lake District.

Loch Ness is mysterious

Historical Stirling

All my photo locations and route are marked the the Google Map below or here.

I found the web site Hotelscombined dot com very useful in booking my hotels 3 to 4 days in advance. I planned my route after checking weather report each day as weather is very unpredictable in UK. My Google Latitude is also tracking me everyday so that my friends and family can all see where I had been to and what my route was. I also use Google Latitude and Google Earth to supplement my GPS which was not very effective. I stay in guest houses mostly. UK has developed a lot of private guesthouses with good service and breakfast. For example the Foyers House I stayed in Loch Ness has a nice lake view and very cozy deco which I enjoyed very much. In UK it is very difficult to stop and shoot pictures any time on the road. Even the 3 digits A motorways are very busy. And some places with great scenery the roads are usually one lane only without any place to stop. I have not paid a single toll from London to Inverness to Wales which is a great thing and a plus for UK.

I arrived Edinburgh on the second evening. I recommend going to the Edinburgh Castle early so that good pictures can be taken in the morning sunrise. Alternatively go before sunset is great too. Great view looking down from the Castle. After 2 days in Edinburgh I left for Culross. Culross is not as interesting as I thought. Then I headed to 2 Scottish fishing village Pittenween and Anstruther which are both good. I recommend Anstruther especially. Passed Kirriemuir the countryside started to look very colorful. There are a few very pretty lakes on A923 near Dunkeld. Dunkeld itself is also very pretty with the Tay River in autumn. I focused on Loch Tummel near Pitlochry and the Loch Insh near Aviemore. Aviemore is also part of the Cairngorms National Park. I enjoyed most at Loch Tummel and Loch Faskally. Aviemore was very busy with tourists. I also went to Loch Ness (Foyers) and Inverness but weather was miserable so not much to report. There was this small Loch Tarff which I found very pretty potentially. Then I headed to Stirling which was a very pretty historic small town with hilly streets. I highly recommend visiting Stirling. Maybe I do prefer smaller rather than bigger cities. I have spent 8 days in Scotland but I did not come across the pretty male red Deer. The only red Deer I have seen was 2 little ones. Scotland was very impressive to me although I have not been to the west side with all the isles located. The isles I imagine could be a somewhat different impression.

After leaving Scotland the motorways started to become very busy. After a few hours I have arrived Keswick ready to explore the Lake District. At the Castlerigg Stone Circle I waited 2 hours for the sun to come out (for taking better pics). I did not find the Derwent Water exciting comparing to the very pretty lakes I have seen in Scotland. It is the mountains that make the Lake District quite special. I took a beautiful shot when passing through the Honister Pass. I am quite sure there are other routes more pretty but my time was limited. The Grasmere and the Rydal Water I passed by was beautiful. IMO the whole UK overall is very pretty in autumn no matter you are in Scotland or Lake District.

Passed Chester I have entered Wales with bilingual signs which I am very much in awe. I had a hard time pronouncing the names of the cities. I stopped by the Conwy Castle and the Caernarfon Castle which were stunning but the weather was too miserable for taking any pictures so I headed straight to Criccieth Marine hotel, a very nice hotel facing the Criccieth Castle ruin. From Criccieth to Caerphilly and Cardiff is all mountainous roads which took me almost a day. The scenes are amazing because I passed through the Snowdonia and the Brecon Becons National Parks. In Porthmadog I saw a running steam train.

I spent the last 2 days of the trip in Stonehenge and Bath. Bath is also very pretty comparable to Edinburgh and Stirling and Bath is closer to London. It is indeed a popular choice among Asian visitors as I saw a lot of Japanese in here. Overall I found many small towns in UK very pretty. Most of them have 200 years history and were preserved very well. The autumn in UK is very enjoyable except the weather could be very unpredictable so ample time should be given to allow for changes in weather. 8 days out of my 14 days here were sunny weather. Hotels and guest houses all serve very good standard English breakfast so I usually can skip lunch and save time while on the road. Many guest houses including some remote hotels also offer free wifi which is a plus and can save me buying 3G if I knew in advance.
Below is a summary of my route on Google Maps. The purple icons have pictures so feel free to click.