奥林巴斯的中国代理人 不寻常的报酬

For its help with the fire-safety problem, Anyuan requested an unusual form of payment.

安远同意帮忙解决防火安全问题，并要求奥林巴斯以一种不寻常的方式支付报酬。

In October 2011, Olympus hired an Anyuan-affiliated company as a contractor at the factory, according to multiple Olympus documents. The affiliate’s official job was to to provide catering, cleaning and security services to the employee cafeteria. But the affiliate, called An Ping Tai, was established just three days before it took on the contract, and it listed a nonexistent office as its address, the internal inquiry found. The affiliate appeared to exist only on paper.

奥林巴斯的多份文件显示，2011年10月，安远的一家附属公司受雇成为奥林巴斯工厂的承包商。至于该附属公司的职责，公开说法是为奥林巴斯员工食堂提供餐饮、保洁和安保服务。但这家名叫安平泰（音）的附属公司是在合同签订三天前刚刚成立的，而且奥林巴斯内部调查发现，它将一个并不存在的办公室登记为自己的办公地址。它似乎只存在于纸面上。

“An Ping Tai seems to be a shell company without substantial operations,” lawyers at a Western law firm said in a confidential report prepared for Olympus in 2014, before the company decided to open a formal inquiry.

“安平泰看来是一家空壳公司，并未实际运营，”奥林巴斯决定展开正式调查前，一家西方律所的律师在2014年为其准备的一份秘密报告里说。

According to the internal investigation, Olympus paid the affiliate at least 1.2 million renminbi, or about $180,000, in several upfront payments, followed by unspecified monthly service fees and other compensation. Some of the money was drawn from what the inquiry called a “slush fund” that was hidden from Olympus’s official accounts.

内部调查显示，奥林巴斯向安平泰支付过几笔预付款，总金额至少为120万元，约合18万美元，随后每月都向其支付名目含混的服务费和其他补贴。有些钱来自调查人员口中的“行贿基金”——该基金不在奥林巴斯的官方户头之列。

Olympus made other off-the-books payments to Anyuan, the internal inquiry found. In 2014, managers in Shenzhen diverted to An Ping Tai rent money that Olympus had collected from employees who lived in company dormitories. The managers then “covered up” the payments by describing them in financial reports as maintenance fees, the inquiry found.

内部调查发现，奥林巴斯还向安远支付过没被财务部门登记在册的其他款项。2014年，深圳的经理把他们从住在公司宿舍的员工那里收上来的租金划到了安平泰账上，随后在财务报告中遮遮掩掩，将这笔支出描述为维修费。

The $694 Million Discrepancy

高达6.94亿美元的差额

The customs dispute at Olympus stretched back to 2006, when inspectors in Shenzhen found discrepancies with the factory’s inventory records, according to the internal inquiry and managers’ memos reviewed by The Times.

奥林巴斯和海关的那起纠纷可以追溯到2006年，内部调查及《时报》查阅的经理备忘录显示，那一年，深圳海关的检查人员发现该工厂的库存记录存在矛盾之处。

Foreign companies in the city’s special manufacturing zone are allowed to import duty-free raw materials on the condition that the products they assemble there are exported to other countries. They must not be sold in China, where they would compete unfairly with local goods.

深圳经济特区里的外国企业可以进口免税原材料，前提条件是把在特区组装的产品出口到其他国家。这些产品不得在中国境内销售，否则就会让当地产品面临不公平竞争。

The customs inspectors discovered that the volume of materials that Olympus was importing into the zone did not match the finished components that it was shipping out. Such discrepancies can indicate that a company is violating the no-selling-in-China rule.

深圳海关的检察人员发现，奥林巴斯进口到特区的原材料数量，与其运往国外的成品组件数量不匹配。出现这种差异，说明一家公司可能正在违反不得在中国境内销售相关产品的规定。

The value of the discrepancy, $694 million, was so large that Olympus said it could only be explained by data-entry error. By way of comparison, Olympus sold only about $600 million worth of digital cameras worldwide last year. The internal inquiry blamed the problem on “simple operational mistakes” by workers logging inventory in record-keeping software.

两者之间的差额为6.94亿美元，这一金额是如此巨大，以至于奥林巴斯方面称，唯一可能的解释就是数据录入错误。相比之下，去年奥林巴斯数码相机的全球销售额为6亿美元。内部调查组将问题归咎为工人把库存数据录入记录软件时犯下的“简单的操作性错误”。

The customs authorities were unpersuaded.

海关当局并不认可这种说法。

After years of back-and-forth with Olympus, officials threatened to levy at least 60 million renminbi, or $9.2 million, in fines and unpaid import tariffs, according the Olympus documents. In one memo, managers in Shenzhen said the fine could end up being 40 times as large, though the Western law firm’s report questioned the legal basis for that estimate in its 2014 report.

奥林巴斯的文件显示，海关官员在和该公司反复交涉数年之后，扬言至少要让其缴纳罚金并补缴关税共计6000万人民币，约合920万美元。一份备忘录显示，深圳的经理称，罚金总额最终可能会是这个数字的40倍，不过，前文提到的西方律所的报告对这种估算的法律基础提出了质疑。

Customs authorities in Shenzhen declined to comment. The General Administration of Customs in Beijing, which oversees customs affairs nationally, said it did not comment on investigations.

深圳海关当局拒绝置评。位于北京、负责监管全国海关事务的海关总署称其不对调查发表评论。

Managers also suggested in the memo that Olympus could lose its duty-free trading privileges in Shenzhen, a blow that would add costs to the already unprofitable camera business. Global digital camera sales have plunged by half in the last decade, hurt by the spread of camera-equipped smartphones.

备忘录显示，经理们还提到，奥林巴斯或将丧失在深圳享有的免税贸易特权，如何真是这样，便会拉高成本，让原本就无利可图的相机业务遭受沉重打击。

Olympus employees had previously tried to curry favor with Chinese officials, the inquiry’s report suggested. Investigators found a proposal by a Chinese employee at the plant dated August 2011 to offer cash and cameras worth 20,000 renminbi, or about $3,000, to the head of the customs office’s antismuggling department. The report does not make clear if the plan was approved or carried out.

内部调查报告显示，奥林巴斯的雇员此前曾试图巴结中国官员。调查人员发现，工厂的一名中国雇员在一份所注日期为2011年8月的建议书中提出，向深圳海关缉私部门负责人赠送总价值为2万人民币，约合3000美元的现金和相机。报告并未明示该计划是否得到了批准或执行。

Anyuan proposed a more decisive intervention.

安远提出进行更有效的干预。

The company told Olympus that it could resolve the problem quickly and relatively cheaply, the Shenzhen managers reported in mid-2013. Anyuan, they said, estimated it would cost Olympus half the amount that the customs authorities were threatening to impose in penalties.

深圳的经理在2013年年中的报告里称，安远告诉奥林巴斯，它能帮忙以相对低廉的成本快速处理这件事。经理们称，安远预计，奥林巴斯的花费会是海关当局扬言收取的罚金数额的一半。

It was still a significant payment — equivalent to several million dollars. One manager in Shenzhen, the head of the accounting department at the factory, told the company inquiry that he suspected Anyuan would use part of the money to bribe Chinese officials. Discussions with Anyuan were handled by a Chinese Olympus employee, according to the inquiry.

这仍然是一笔非常大的支出——相当于好几百万美元。深圳的一位经理——奥林巴斯工厂的会计部门负责人——告诉内部调查人员，他怀疑安远会用其中一部分资金贿赂中国官员。调查显示，负责与安远交涉的是奥林巴斯的一名中国雇员。

“My interpretation at the time, and still a possible interpretation now,” the accounting manager is quoted in the inquiry’s report as saying, was that the Chinese employee “was negotiating to deliver 100 million to 140 million renminbi in bribes to the government through Anyuan.”

“按我当时的理解，或许也是现在的理解，”内部调查报告中引用会计部经理的原话称，该中国雇员“和安远交涉的内容是，通过安远把1亿到1.4亿元贿金送到政府官员手中。”

The confidential inquiry said there was no documentary evidence to prove the manager’s claim. Other managers told investigators they had no reason to think Anyuan was bribing Chinese officials.

秘密调查组称，没有任何书面凭据能够证明会计部经理的说辞。其他经理告诉调查人员，他们没理由认为安远要贿赂中国官员。

Once again, the plan involved an unorthodox form of payment.

不过，该计划同样涉及不寻常的付款方式。

Olympus, the documents show, proposed a real estate transaction. Olympus would sell two dormitory buildings in Shenzhen to the Anyuan affiliate. The sale price would be set well below the buildings’ market value, according to the confidential report from the Western law firm. The deal would reward Anyuan, but more discreetly than a cash payment.

文件显示，奥林巴斯提议进行一项房地产交易。奥林巴斯可以把它在深圳的两栋宿舍楼卖给安远的附属公司。前述西方律所的秘密报告显示，售价会远远低于市场价。通过这样的交易既能把报酬支付给安远，又比现金付款更加隐蔽。

Senior Olympus executives would have to sign off, and they were nervous. The reports and memos showed a debate ensued between Tokyo executives and the Asia-Pacific office, based in Hong Kong, over who would bear responsibility for the decision. Executives knew about the bribery accusations against Mr. Chen and were concerned about legal risks, according to the documents.

这项交易必须获得奥林巴斯高管的批准，他们为此非常焦虑。相关报告和备忘录显示，东京的高管和位于香港的亚太区办公室之间继而有过一场讨论，主题是谁将为这一决定负责。文件称，高管们知道陈族远曾被指行贿，担心存在法律风险。

At one point, the Olympus president, Hiroyuki Sasa; chairman, Yasuyuki Kimoto, who retired last year; and two other board members in Tokyo told subordinates in Hong Kong and Shenzhen to move forward with the real estate deal, according to the report by the Western law firm. Managers in Shenzhen were instructed “not to leave any written evidence of the purpose behind the transaction,” the law firm found. Email memos on the matter were labeled “top secret.”

前述西方律所的报告显示，奥林巴斯总裁笹宏行(Hiroyuki Sasa) 、董事长木本泰行（Yasuyuki Kimoto，已于去年退休）以及身在东京的另外两名董事，曾要求香港和深圳的下属推进这项房地产交易。该律所发现，深圳的经理得到的指令是“不要留下与交易背后的目的相关的任何书面证据”。提到此事的电邮备忘录都被加上了“绝密”标签。

There are conflicting accounts of what happened next. According to the inquiry, Olympus balked at the dormitory sale at the last minute, judging it too risky. But managers in Shenzhen had already signed a deal, which Anyuan claimed contained clauses promising the sale.

关于接下来发生的事情，存在相互矛盾的说法。调查组称，奥林巴斯在最后一刻取消了出售宿舍楼的交易，因为觉得风险太大。但深圳的经理已经签署了一份协议，安远称协议中包含承诺出售宿舍楼的条款。

In the end, Olympus paid Anyuan 24 million renminbi, or $3.7 million, in cash, through its affiliate An Ping Tai, according the inquiry. Olympus declined to comment on details of its arrangement with Anyuan, beyond saying it was “one of many contractual relationships” it maintained in the normal course of its business.

调查显示，奥林巴斯最终通过安平泰向安远支付了2400万人民币现金，约合370万美元现金。奥林巴斯拒绝就它和安远之间的协议置评，仅称其为“许多种合同关系中的一种”，没有超出正常的业务范畴。

In August 2014, eight months after its managers signed the deal with Anyuan, Olympus was informed that it would not be fined or otherwise punished for the inventory-recording discrepancy, according to the inquiry.

内部调查显示，在其经理与安远签订协议八个月之后，奥林巴斯于2014年8月收到通知，它不会因为库存记录中存在的相互矛盾之处被处以罚款，也不会受到其他形式的处罚。

“In the end, a fine that had been estimated at least 60 million renminbi was not levied at all,” the inquiry found.

调查人员发现，“最终，公司并未收到一笔据估计至少为6000万人民币的罚单。”