Wu Changjiang's card and capital: "Another NVC" behind it

At the end of August 2012, this "NVC Force Palace", which began on May 25th and attracted countless eyeballs, after the classic bridges such as "The founder resigned, returned to the blocked, forced the board of directors, and the peace talks broke down", finally However, the story of letting the outside world stunned - the peace talks reopened, and the return of "Wu Changjiang" reappeared.

When Wu and Wu Changjiang returned to the negotiating table, apart from the influence of external force majeure, they could only be interpreted as "there is no eternal friend, no eternal enemy, only eternal interests." After all, as the founder of Wu Changjiang and Safran Asia under the leadership of NVC, it is the two largest shareholders of NVC Lighting, and the performance caused by internal consumption has fallen sharply and the stock price has plummeted, which is the unwillingness of both parties.
However, when and in what capacity Wu Changjiang will "return to NVC" and how much he can "regain control over NVC" is still a huge question mark.

Founder of being expelled

If you are not vocal, then Wu Changjiang’s situation today is indeed quite embarrassing.

On August 14, the board of directors of NVC Lighting (2222.HK) explicitly rejected the return request of the founder, the largest shareholder and former chairman Wu Changjiang, and listed a series of contingent requirements for Wu Changjiang. "The allegations include: Wu Changjiang violated the resolution of the board of directors and moved the "part of the headquarters" of NVC to the Nan'an District of Chongqing. The private company received a government subsidy of 20 million yuan and a piece of land; The Chamber of Commerce obtains a personal loan and returns in the form of “Providing benefits from NVC Lighting”; through the establishment of a production base in Wanzhou, a private company associated with it has obtained a “promotional opportunity” to develop real estate; and, NVC When lighting the 2010 IPO, Wu Changjiang represented employees and distributors to subscribe for listed shares, and so on.

Wu Changjiang immediately announced that he would apply for the "Special General Meeting of Shareholders" to seek the possibility of reorganizing the board of directors. However, under the situation that Safran, Schneider and Goldman Sachs have taken control of 33.36% of the shares and voting rights, Wu Changjiang wants to get more than 75% of the votes in favor of the shareholders' meeting, and can only hope for what he called "miracle." "".

On August 17, the founding partner of Safran Asia and the current chairman of NVC Lighting, Wu Changjiang has always failed to comply with the resolution of the board of directors, and his personal finances are in trouble. "We still Worried that he will short the company when he returns." "In his own words, he is not afraid of wearing shoes. When he owes so much debt, he will definitely try his best to export the company's money."

"As far as we know, he (Wu Changjiang has mortgaged all the shares in order to seek loans)", "(because the stock price fell sharply) a US hedge fund found us and wanted us to buy these stocks, saying Wu Changjiang owes them $68 million." If this is true, Wu Changjiang, who currently holds 19.53% of the shares of NVC Lighting (approximately 617 million shares), may lose ownership of these shares at any time.

He also said: "This year, some employees have reported that he rarely went to the company. We know that he invested in mines, invested in land, invested in Canada (a GEM-listed lighting company), and invested a lot. We have also heard many rumors that he owes a lot of money in Macau (gambling), so our board of directors has been very worried."

However, when the “breaking” seemed to be inevitable, there was a sudden news inside NVC: On August 21, under the arrangement of an important person, Yan and Wu Changjiang returned to the negotiating table and The "return" issue has launched a series of new negotiations. On August 27, NVC Lighting confirmed the news through an announcement. However, on the board of directors held the following day, the specific plan of "Wu Changjiang's return" was not released as expected.

Even if Wu Changjiang is nominally "returning" to NVC in the future, whether he can still "control the NVC" as in the past is still an unknown number.

This is a more hidden game that is still going on.

For the board of directors of NVC and his leadership, it is obviously unacceptable for a chairman of the board of directors who “does not comply with the resolutions of the board of directors” and frequently makes “short-cutting companies”. However, Wu Changjiang’s holding the chips in his hands made them unable to avoid taboos.

In fact, Wu Changjiang currently holds 19.53% of the shares of NVC, and the cash that may not be sufficient at hand, is not his only bargaining chip, and even can not be regarded as the real card of his "game with the board of directors."

Wu Changjiang’s “Bottom Card”

From July 12th, the "collective force" of NVC lighting suppliers, dealers, management and employees, and the subsequent "strikes", "stop orders" and "raw materials supply" have fully demonstrated that Although Wu Changjiang has lost power on the board of directors, he still has a strong appeal in NVC Lighting's business system.

However, these verbally supporters and distributors of Wu Changjiang are not without doubt. Oh, obviously understand this. He is more willing to interpret Wu Changjiang's support from these suppliers and distributors as "coerced" and "bundled with interests." "Actually, I don't believe (they will unconditionally support Wu Changjiang), because it is very realistic, the dealer he has to live, he wants to make money."

Therefore, on the one hand, NVC said on August 14 that “we will seek other ways to distribute products, or use other primary dealers, or sell products directly through secondary dealers”; on the other hand, 阎焱8 On the 17th of the month, he also said, "Our board of directors has a consensus that it is necessary to gradually acquire some major distributors and let its interests be tied to the company. This is a big direction."

In the view of a NVC dealer, he is taking a “drag and drop” and using time to differentiate dealers and suppliers. "I am worthy of taking a life to fight this fight?" he asked.

Suppliers and distributors face the danger of being divided. For Wu Changjiang, the "private company" controlled by himself, relatives and friends is his "real capital."

These more than 10 “private companies” are located in all aspects of the NVC lighting business system – or provide raw materials, components, or OEMs for them, or obtain their trademarks, or distribute their products, and In the past few years, through the connected transactions with NVC, it has grown rapidly to form a relatively complete industrial chain, which is called "another NVC" hidden behind listed companies.

For example, Wu Changjiang’s mother-in-law Chen Min holds 40.93%, 36.3%, 48% of Shengdi Ai, Chongqing Enlin and Shandong NVC. The three mainly produce and sell NVC in the form of “obtaining trademark authorization”. Brand products, and pay 3% of sales as "trademark license fee" to NVC Lighting. In 2007, the three totaled $1.07 million in “trademark licensing fees”, which resulted in sales of $35.67 million in the year.

In 2011, the “trademark license fee” paid by the three has increased significantly to 3.864 million US dollars, corresponding to the sales of “products using the NVC trademark”, which has reached as high as 128.8 million US dollars, of which about 110 million US dollars still passed through NVC. The channel completes the sale. In the same year, the sales revenue of NVC Lighting's listed company was only 589.34 million US dollars.

Wu’s father-in-law, Wu Xianming’s 49.67%-owned Chongqing Enwei West, mainly provides “OEM” services for NVC Lighting. From 2009 to 2011, the transaction volume between Chongqing Enweixi and NVC was US$140,000, US$2.05 million and US$7.55 million respectively. The maximum amount in 2012 will be US$19 million.

Changxin Hardware, owned by Wu Changjiang’s cousin Yinyan, supplies raw materials to NVC. Qitian Lighting, Changjiang Lighting, and Haoyu Optoelectronics controlled by Wu Changjiang also provided “raw materials and finished products” to NVC, while Chongqing Tianyi and NVC Lighting Environmental Engineering “purchased finished products and other materials” from NVC.

Many current NVC lighting executives also serve in Wu Changjiang's private company. Among them, Xiong Dayong, general manager of NVC Electric Business Division, has long been the legal representative of Chongqing Enlin. Liu Xiang, general manager of NVC's outdoor business unit, not only serves as the legal representative of Changjiang Lighting, but also holds 24% of shares in Chongqing Enweixi. Wu Changjiang’s classmate and Wang Shaoling, general manager of NVC’s R&D system, have served as legal representatives of Chongqing Tianyi and Chongqing Enweixi. Zhongda Technology, which is privately owned by Wang Shaoling, also has a large number of continuing connected transactions with NVC.

In March and April 2012, Wu Changjiang established two new companies: “Chongqing NVC Technology”, which is mainly based on “R&D”, and “Chongqing NVC Optoelectronic Engineering”, which is mainly based on “projects”. The former legal representative is Ji Hairong, general manager of NVC Industrial Lighting Division, and the legal representative of the latter is a supplier of NVC.

Overseas, Wu Changjiang also has a lot of investment. The latest news is that it acquired an LED lighting company listed on the Canadian Growth Enterprise Market in early 2012. On August 17, he said, "We suddenly found out that a Canadian company that we saw preparing to invest suddenly announced that Wu Changjiang became the largest shareholder."

In addition to the lighting industry, Wu Changjiang's tentacles have also extended to real estate, minerals and other fields, of course, relying on the influence of NVC.

It is said that when the NVC headquarters moved to Chongqing, the Hong Kong Promise Lighting, which was directly controlled by Wu Changjiang’s wife Wu Lian, was the private company that received “20 million yuan of government subsidies and one land”. Love also partnered with the establishment of "NVC Real Estate Development Company" and obtained a "promotional opportunity" in Wanzhou, Chongqing. However, the two companies have changed several times and they have not seen any direct connection with Wu Changjiang.

In this "game" that continues with the NVC board of directors, Wu Changjiang's private companies and children who have been hatched by NVC have always played the role of rushing. On August 14, Xu Fengyun, vice president of NVC, who was in charge of the market and major projects, resigned in a high-profile manner. At that time, he told reporters: "I resigned, just to fight against the enemy!"

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