Wu Changjiang cited the wolf to enter the room is difficult to return who benefits and who is injured?

Recently, after all sorts of suspicions, Wu Changjiang finally accepted an interview with reporters: "It is up to the board of directors and the chairman of the board to decide whether to return to the board of directors." Previously, Wu Changjiang expressed confidence that he could return to the board of directors.

The new chairman of NVC Lighting is Wang Donglei. Prior to April 5, NVC Lighting issued an announcement that he (the chief partner of Safran Asia Investment Fund) left the post of chairman of the board, and Wang Donglei (Chairman of Dehao Runda) became chairman.

At the same time, DHL Runda's channel "borrowing plan" for NVC is also steadily advancing. "If Dehao Runda's LED products have achieved breakthroughs through the channel of NVC Lighting, it will inevitably bring impact to the development of NVC lighting LED products in the future." Zhang Xiaofei, director of the High-tech LED Industry Research Institute, suggested.

In any case, the new NVC lighting pattern has been opened, but the future trend is even more turbulent.

The number of years changed Wu Changjiang difficult to return

Since May 2012, NVC Lighting has experienced a dazzling board of directors. However, after a series of changes, Wu Changjiang’s hopes of returning to the board of directors have become increasingly rampant. The root cause of this happening is precisely the first hand to make NVC lighting the founder of China's first lighting brand Wu Changjiang.

In November 2012, Wu Changjiang adopted the method of shelling gold. After contact with Wang Donglei, the chairman of Dehao Runda, a listed company in the lighting industry, Wang Donglei decided to enter NVC Lighting. According to the situation announced by Dehao Runda, before December 26, 2012, it acquired 8.24% of the total shares of NVC Lighting through on-floor trading and over-the-counter trading.

In addition, DHL Runda also signed a “Share Transfer Agreement” with NVR Inc., one of the major shareholders of NVC Lighting owned by its subsidiary, Hong Kong Dehao Runda and Wu Changjiang, and intends to transfer it to NVC Inc. The 371 million shares of common stock held by NVC (together with dividend rights) accounted for 11.81% of the total number of issued ordinary shares of NVC Lighting, the transaction price was HK$2.55 per share, and the transaction amount was HK$951 million. Upon completion of the transaction, Dehao Runda will account for 20.05% of the total shares of NVC Lighting.

After the signing of the agreement, the attitude of the NVC Lighting Board has also changed. Wu Changjiang was also appointed as CEO by the board of directors in January 2013. Entering March 2013, Dehao Runda has become the largest shareholder of NVC Lighting. At this point, the re-election of the new board of directors is imperative. In the process, Wu Changjiang also vowed to say that he is about to return to the NVC lighting board.

However, the end result is that Wang Donglei, introduced by Wu Changjiang, became the chairman of NVC Lighting. Wu Changjiang, who made Wang Jinlei's entry into the NVC lighting, failed to return to the board of directors.

Dehao Runda's plot

It is understood that at present, NVC Lighting has reached an agreement with Dehao Runda, and the LED products of Dehao Runda will be sold through NVC Lighting. Huang Hui, general manager of NVC Lighting Jilin Operation Center, said: "There has been an order, and the LED products of Dehao Runda have not yet arrived." NVC Lighting spokesman Shi Yongjun also said: "NVC Lighting and Dehao Runda There are no conflicts in the products, and each of them makes their own products. Now we introduce the mature products of Dehao Runda in our channels, and also for everyone to accelerate the market share."

Leveraging China's largest and most widely distributed lighting industry sales channel is the biggest goal of Dehao Runda's entry into NVC Lighting. Zhang Xiaofei said: "This transaction is actually to save Dehao Runda and save Wang Donglei's own move."

Dehao Runda was originally a small appliance company. As the first batch of A-share small and medium-sized listed companies, with the annual output of 30 million small household appliances, it is favored by the capital market. However, in 2008, after the financial crisis swept through, Dehao Runda fell into a loss situation.

At that time, Wang Haolei, the head of Dehao Runda, chose to break through from LED and wanted to become the top five in the world of LED. Since March 2009, Dehao Runda has started a series of dazzling mergers and acquisitions and cooperation, involving the upper, middle and lower reaches of LED. According to public data, since 2009, Dehao Runda has raised funds through various financing methods such as private placement, short-term financing bonds and corporate bonds. As of the end of 2012, the total amount of financing plans announced above reached approximately RMB 7 billion, and the actual amount of funds raised was RMB 4.3 billion.

However, after a large amount of funds were raised to build the LED kingdom, the crisis of overcapacity in the LED industry appeared. In 2012, due to overcapacity, some links in the industrial chain were unbalanced, and product prices fell sharply. For example, the price of packaging fell by 40%, and the price of chips fell by 30%. The LED supporting industry has actually entered a period of meager profit or even no profit.

The industry crisis has made it difficult for Dehao Runda to be independent. The announcement issued by Dehao Runda shows that its operating income has fallen from 3 billion yuan in 2011 to 2.8 billion yuan in 2012. The total profit and net profit attributable to shareholders of listed companies decreased by 54.01% and 57.14% respectively.

The ambitious and fast-growing Dehao Runda has already encountered a bottleneck. Dehao Runda also admitted that the decline in operating income was mainly due to the impact of the external economic environment, and LED business revenue growth was also lower than expected. In addition, Dehao Runda's spending on marketing and R&D expenses is extremely large, but the results are not obvious. According to the data, from January 19 to March 29, 2012, Dehao Runda disclosed five “major day-to-day business contracts”. The above five contracts totaled approximately RMB 1.075 billion, and only the first three quarters of 2012 were honored. A total of 59.085 million yuan. Industry insiders admit that although Dehao Runda has done a full industrial chain, but after rapidly forming production capacity, the market expansion ability is relatively weak.

It is precisely Wu Changjiang eager to change the existing shareholding structure of NVC Lighting, and sent the most embarrassing channel of Dehao Runda to Wang Donglei. Wang Donglei also admitted that after entering the NVC Lighting Board of Directors, Dehao Runda will actively seek in-depth cooperation with NVC Lighting in the promotion of LED lighting products, in order to use NVC Lighting's sales pipeline and dealer network to sell Dehao. Runda's LED lighting products.

This step has obviously been achieved initially.

Who benefits and who is injured?

Judging from the related transactions signed and executed by Wu Changjiang and Dehao Runda, Wu Changjiang actually gained huge benefits.

It seems that Wu Changjiang’s failure to return to the board of directors seems to have led the wolf into the room and handed over the benefits.

However, from the related transactions signed and executed by Wu Changjiang and Dehao Runda, Wu Changjiang actually gained huge benefits.

According to the public information, Dehao Runda received 313 million shares from NVC Inc. (the company is wholly-owned by Wu Changjiang) on ​​March 6 and March 26, 2013 at a price of HK$2.55/share. 600 million shares, so its total shareholding accounted for 20.24% of the total number of common shares of NVC Lighting. Through this series of transactions, Wu Changjiang received at least HK$950 million from NVC Lighting.

In addition, in accordance with the previous agreement between the two parties, Wu Changjiang also promised that the remaining shares held by him could be transferred at a price of 2.95 Hong Kong dollars per share when DeHao Runda considered it appropriate. From the remaining stocks held by Wu Changjiang announced on the AASTAC financial network, Wu Changjiang currently holds 240 million shares, accounting for 7.68% of NVC's common shares. Based on this calculation, if Wu Changjiang sells the remaining shares to Dehao Runda in the future, it will also benefit from about HK$700 million.

If calculated by NVC Lighting's closing price of HK$1.80 per share on April 11, Wu Changjiang's shares sold in March this year and the current shares held, its total market capitalization is only 1.1 billion Hong Kong dollars, according to the sale to DHL According to Dalai’s calculation, Wu Changjiang’s floating profit is expected to exceed HK$500 million.

In addition, on December 26, 2012, DHL Runda also issued an announcement regarding the signing of an effective conditional share subscription agreement with a specific object. According to the announcement, Dehao Runda also intends to issue no more than 230 million shares to Wu Changjiang, the controlling shareholder Wuhu Dehao Investment Co., Ltd. and the proposed strategic investor, at a price of 5.86 yuan/share, with a total fundraising of no more than 1.348 billion. yuan. Among them, controlling shareholder Wuhu Dehao Investment Co., Ltd. subscribed for 100 million shares and Wu Changjiang subscribed for 130 million shares.

On April 10, relevant persons of Dehao Runda revealed to reporters: “The private placement plan has been submitted to the CSRC.” Once the private placement is approved, Wu Changjiang will pay 761.6 million yuan to obtain 130 million shares, accounting for about Dehao Runda. 9.3% of the shares became the second largest shareholder of Dehao Runda. Since Dehao Runda has been stimulated by NVC Lighting since December 2012, the stock price has risen all the way. On December 19, 2012, its share price was only 7.77 yuan / share, and on April 2, 2013, it reached a recent high of 8.70 yuan / share. Even with the closing price of 8.32 yuan/share on April 10, the total market value of Dehao Runda is about 9.7 billion yuan. Based on this calculation, if the share price of Dehao Runda remains stable before and after the issuance, Wu Changjiang holds 9.3% of the shares worth about 900 million yuan, with a floating profit of hundreds of millions.

Obviously, Wu Changjiang has benefited a lot from the introduction of Dehao Runda. Zhang Xiaofei, director of the High-tech LED Industry Research Institute, said, “Dehao Runda entered NVC lighting and received the support of Wu Changjiang. To win the support of Wu Changjiang, Wang Donglei must also exchange some benefits.”

However, while Wu Changjiang gained benefits, it seems that he is also being constrained by Wang Donglei. Wu Changjiang failed to enter the board of directors, and the ability to enter the board of directors in the future may only be decided by Dehao Runda. Our reporter contacted the relevant persons of Dehao Runda to understand the further situation.

When Wu Changjiang benefited, the fate of NVC lighting created by Wu Changjiang was even more embarrassing. The 2012 annual report released recently showed that the performance of NVC Lighting fell sharply. The profit attributable to owners of the parent company was 8.416 million yuan, down 98.46% year-on-year. The operating income was only 3.546 billion yuan, down 6.6% year-on-year.

In the case of bleak performance, Dehao Runda's LED products entering the NVC lighting channel may also conflict with NVC lighting. When Dehao Runda is eager to use NVC lighting to open LED products, NVC Lighting is also accelerating the development of LED products in recent years. Recently, NVC Lighting has also joined the "LED Lighting Standard Optical Component Application Alliance". According to the information disclosed by NVC Lighting Channel, the products of DHL Runda entering NVC lighting channel include bulb lamp products, and such LED products can also be seen in the product catalog of NVC. Obviously, the two sides undoubtedly have more or less conflicts on the products. Zhang Xiaofei said: "If Dehao Runda's LED products have achieved breakthroughs through NVC lighting channels, it will inevitably have an impact on the future development of NVC lighting LED products."

In addition to the conflicts of LED products, Zhang Xiaofei believes that “Wang Donglei is the chairman of both sides (Dhao Run Runda and NVC Lighting), which can strongly promote the products of Dehao Runda as NVC lighting (such as Dehao Run). The production of LED chips for NVC lighting LED products), this will inevitably bring harm to the interests of NVC Lighting's minority shareholders." However, Southwest Securities analyst Liu Feng believes: "Wang Donglei serves as the chairman of both sides It may also be beneficial to share the procurement platform and channel platform of the two parties through cooperation, which will be beneficial to the development of both parties."

In addition, some experts have analyzed that there may be product conflicts and the transfer of interests of major shareholders between Dehao Runda and NVC Lighting. There are still some uncertainties in NVC lighting that has experienced long-term high-level confrontation.

According to the reporter's understanding, in the new board of directors, the company has already withdrawn from the board of directors, and still relies on its holding of Safran Investment to hold the 18.84% share of NVC Lighting to occupy the second largest shareholder position of NVC. Schneider is 9.21% of them, and is the third largest shareholder of NVC Lighting. These shareholders who have turned face with Wu Changjiang, the future measures will also greatly affect the development of NVC lighting. How to balance the relationship with the new director Dehao Runda is still an unsolved problem.

(This article is reproduced on the Internet. The texts and opinions expressed in this article have not been confirmed by this site, nor do they represent the position of Gaogong LED. Readers need to verify the relevant content by themselves.)

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