Half a month ago, several major shareholders of NVC Lighting fought in the media. Among them, the founding partner of Safran Asia Fund has repeatedly accused Wu Changjiang of carrying a board of directors and related transactions with NVC.
The two sides then stopped for a while and returned to the negotiating table.
On July 29, the wave was revived: The reporter recently received a number of documents showing that the employees of SAIF Asia Fund are one of the major shareholders of NVC Lighting.
The two companies are Zhongshan Shengdi Aisi Lighting Co., Ltd. (hereinafter referred to as “Shengdi Ai Divisionâ€) and Chongqing Enlin Electric Co., Ltd. (hereinafter referred to as “Chongqing Enlinâ€). NVC Lighting disclosed in its 2011 annual report that Wu Changjiang’s mother-in-law Chen Min holds a 40.93% stake in Shengdi Ai, and Huizhou Enlin Electric Co., Ltd. (hereinafter referred to as “Huizhou Enlinâ€) holds a 99% stake in Chongqing Enlin. Chen Min also holds a 36.2% stake in Huizhou Enlin.
However, in the public document, the relationship between the Safford Asia Fund and the two companies is not seen. In the voting involving the two companies, Safran Fund’s representative in NVC Lighting, Lin Helin, did not evade.
So, is this the Safran Asia Fund concealing connected transactions?
Safford employees hold more than 15% of the shares of both companies
These documents show that on January 8, 2011, the shareholders of Chongqing Enlin changed from the original Huizhou Enlin to Chen Min, Wang Xiaobo, Zhao Yanchao and others. Among them, Chen Min and Zhao Yanchao held 36.2% and 16.8% respectively. Among them, Zhao Yanchao’s contribution amount is about 5 million yuan.
Zhao Yanchao, who joined the Safran Asia Fund in 2005, is one of the people responsible for following up on NVC lighting. He has recently resigned from Safran Asia. His certification on Sina Weibo is "Softbank Saifu Managing Director" and his latest speech is July 16.
On July 5, 2011, Zhao Yanchao transferred his equity to Yang Jianwen, the vice president of Safran Asia.
At the same time, Zhao Yanchao is the second largest shareholder of Shengdi Ai, with a capital contribution of 190,700 yuan and a shareholding of 19.07%. After March of this year, he transferred the above shares to Yang Jianwen.
On the evening of July 29, the reporter dialed Zhao Yanchao's mobile phone and asked him if he had held a stake in NVC Lighting. Zhao Yanchao said: "I am not in the game now," and then hang up.
Subsequently, the reporter called 阎焱 and asked the same question. He did not deny the above statement and said that he could not be interviewed.
Zou Zhaolin, a partner of Smith & Co., said that in Hong Kong law, the major shareholder A (holding more than 10% of the shares of a listed company) is a related party to a listed company; What about the related parties of a listed company? Zou Zhaolin said that only when A holds more than 30% of the company's equity, it constitutes a connected transaction with the listed company.
According to the lawyer's introduction, even if Zhao Yanchao and Yang Jianwen are holding the above-mentioned equity on behalf of Saifu Fund or Yan, the Safir Fund may not be able to constitute a related transaction with NVC Lighting.
Is this behavior of Safran Fund reasonable?
The Safran Fund secretly holds the shares of the two companies mentioned above, although it has not yet been determined whether it violates the relevant laws of the company. But is it blameless?
I am afraid not always.
On April 20, 2010, NVC Lighting entered into a trademark licensing framework agreement with Shengdi Ai, Chongqing Enlin, and Shandong NVC (another company of Chen Min Holdings). The two companies were approved to use NVC Lighting registration. Trademarks, and pay 3% of the sales of products using the trademark to NVC Lighting as a trademark license fee. The agreement stipulates that for the three years from 2010 to 2012, the trademark license fee to be charged under this agreement shall not exceed 277, 387 and 5.42 million US dollars.
Eight months later, the above figures were raised to 3.27 million, 4.57 million and 6.4 million. In 2011, NVC Lighting finally received a trademark license fee of $3.86 million.
On April 20, 2010, NVC Lighting signed a distribution management framework agreement with Shengdi Ai and Shandong NVC. Shengdi Ai and Shandong NVC can sell their products through NVC Lighting's distribution network and illuminate NVC. Pay 6-8% of the sales received as a distribution commission. The agreement stipulates that in 2011 and 2012, NVC Lighting's distribution commissions shall not exceed US$6.96 million and US$9.6 million, respectively.
One year later, in May 2011, the two figures were raised to $11.3 million and $15.84 million. In 2011, NVC Lighting actually received a distribution commission of $7.73 million.
In summary, we can see that the above-mentioned affiliate companies produced nearly $130 million in products in 2011, and distributed about $110 million in products through NVC Lighting. The products produced and sold by these companies are not competitive with NVC Lighting, but NVC Lighting's sales in 2011 were only $590 million.
Is there any interest transfer? In the related transactions between Shengdi Ai, Chongqing Enlin and NVC Lighting, when there are major decisions, such as the above-mentioned increase in the amount of related transactions, when the board of directors needs to vote, Wu Changjiang must be avoided as a related party, while Safran Asia Fund NVC and Lin Heping, two directors of NVC Lighting, do not need to evade.
In addition, in July 2011, Schneider Electric bought shares of NVC Lighting from major shareholders of NVC, such as Wu Changjiang, Safran Asia Fund, and Goldman Sachs, and became the third largest shareholder of NVC Lighting. At the same time, Schneider Electric tried to purchase assets from Chongqing Enlin. The book value of this part of the assets is 88 million yuan. The net profit after tax generated in 2009 and 2010 is 15 million yuan and 18 million yuan respectively. Schneider Electric purchased it for 380 million yuan.
Originally, NVC Lighting had a priority to purchase these assets. The final board resolution is to not exercise the right of first refusal. This time, the vote was only Wu Changjiang avoided. In the end, Schneider Electric purchased the above assets as they wished. Is there a black box operation?
In the above key decisions, Yan and Lin peace have not evaded. Therefore, when he voted for a vote, did He and Lin Peace consider the right to maintain NVC lighting, instead of favoring the Holy Land and the Chongqing Enlin? These are not known.
The two sides then stopped for a while and returned to the negotiating table.
On July 29, the wave was revived: The reporter recently received a number of documents showing that the employees of SAIF Asia Fund are one of the major shareholders of NVC Lighting.
The two companies are Zhongshan Shengdi Aisi Lighting Co., Ltd. (hereinafter referred to as “Shengdi Ai Divisionâ€) and Chongqing Enlin Electric Co., Ltd. (hereinafter referred to as “Chongqing Enlinâ€). NVC Lighting disclosed in its 2011 annual report that Wu Changjiang’s mother-in-law Chen Min holds a 40.93% stake in Shengdi Ai, and Huizhou Enlin Electric Co., Ltd. (hereinafter referred to as “Huizhou Enlinâ€) holds a 99% stake in Chongqing Enlin. Chen Min also holds a 36.2% stake in Huizhou Enlin.
However, in the public document, the relationship between the Safford Asia Fund and the two companies is not seen. In the voting involving the two companies, Safran Fund’s representative in NVC Lighting, Lin Helin, did not evade.
So, is this the Safran Asia Fund concealing connected transactions?
Safford employees hold more than 15% of the shares of both companies
These documents show that on January 8, 2011, the shareholders of Chongqing Enlin changed from the original Huizhou Enlin to Chen Min, Wang Xiaobo, Zhao Yanchao and others. Among them, Chen Min and Zhao Yanchao held 36.2% and 16.8% respectively. Among them, Zhao Yanchao’s contribution amount is about 5 million yuan.
Zhao Yanchao, who joined the Safran Asia Fund in 2005, is one of the people responsible for following up on NVC lighting. He has recently resigned from Safran Asia. His certification on Sina Weibo is "Softbank Saifu Managing Director" and his latest speech is July 16.
On July 5, 2011, Zhao Yanchao transferred his equity to Yang Jianwen, the vice president of Safran Asia.
At the same time, Zhao Yanchao is the second largest shareholder of Shengdi Ai, with a capital contribution of 190,700 yuan and a shareholding of 19.07%. After March of this year, he transferred the above shares to Yang Jianwen.
On the evening of July 29, the reporter dialed Zhao Yanchao's mobile phone and asked him if he had held a stake in NVC Lighting. Zhao Yanchao said: "I am not in the game now," and then hang up.
Subsequently, the reporter called 阎焱 and asked the same question. He did not deny the above statement and said that he could not be interviewed.
Zou Zhaolin, a partner of Smith & Co., said that in Hong Kong law, the major shareholder A (holding more than 10% of the shares of a listed company) is a related party to a listed company; What about the related parties of a listed company? Zou Zhaolin said that only when A holds more than 30% of the company's equity, it constitutes a connected transaction with the listed company.
According to the lawyer's introduction, even if Zhao Yanchao and Yang Jianwen are holding the above-mentioned equity on behalf of Saifu Fund or Yan, the Safir Fund may not be able to constitute a related transaction with NVC Lighting.
Is this behavior of Safran Fund reasonable?
The Safran Fund secretly holds the shares of the two companies mentioned above, although it has not yet been determined whether it violates the relevant laws of the company. But is it blameless?
I am afraid not always.
On April 20, 2010, NVC Lighting entered into a trademark licensing framework agreement with Shengdi Ai, Chongqing Enlin, and Shandong NVC (another company of Chen Min Holdings). The two companies were approved to use NVC Lighting registration. Trademarks, and pay 3% of the sales of products using the trademark to NVC Lighting as a trademark license fee. The agreement stipulates that for the three years from 2010 to 2012, the trademark license fee to be charged under this agreement shall not exceed 277, 387 and 5.42 million US dollars.
Eight months later, the above figures were raised to 3.27 million, 4.57 million and 6.4 million. In 2011, NVC Lighting finally received a trademark license fee of $3.86 million.
On April 20, 2010, NVC Lighting signed a distribution management framework agreement with Shengdi Ai and Shandong NVC. Shengdi Ai and Shandong NVC can sell their products through NVC Lighting's distribution network and illuminate NVC. Pay 6-8% of the sales received as a distribution commission. The agreement stipulates that in 2011 and 2012, NVC Lighting's distribution commissions shall not exceed US$6.96 million and US$9.6 million, respectively.
One year later, in May 2011, the two figures were raised to $11.3 million and $15.84 million. In 2011, NVC Lighting actually received a distribution commission of $7.73 million.
In summary, we can see that the above-mentioned affiliate companies produced nearly $130 million in products in 2011, and distributed about $110 million in products through NVC Lighting. The products produced and sold by these companies are not competitive with NVC Lighting, but NVC Lighting's sales in 2011 were only $590 million.
Is there any interest transfer? In the related transactions between Shengdi Ai, Chongqing Enlin and NVC Lighting, when there are major decisions, such as the above-mentioned increase in the amount of related transactions, when the board of directors needs to vote, Wu Changjiang must be avoided as a related party, while Safran Asia Fund NVC and Lin Heping, two directors of NVC Lighting, do not need to evade.
In addition, in July 2011, Schneider Electric bought shares of NVC Lighting from major shareholders of NVC, such as Wu Changjiang, Safran Asia Fund, and Goldman Sachs, and became the third largest shareholder of NVC Lighting. At the same time, Schneider Electric tried to purchase assets from Chongqing Enlin. The book value of this part of the assets is 88 million yuan. The net profit after tax generated in 2009 and 2010 is 15 million yuan and 18 million yuan respectively. Schneider Electric purchased it for 380 million yuan.
Originally, NVC Lighting had a priority to purchase these assets. The final board resolution is to not exercise the right of first refusal. This time, the vote was only Wu Changjiang avoided. In the end, Schneider Electric purchased the above assets as they wished. Is there a black box operation?
In the above key decisions, Yan and Lin peace have not evaded. Therefore, when he voted for a vote, did He and Lin Peace consider the right to maintain NVC lighting, instead of favoring the Holy Land and the Chongqing Enlin? These are not known.
Hot selling products: Portable Bluetooth Speaker, it has digital display, you can set it as a alarm clock. Small size but hold a [Big world" in it, it combines all the standard functions of traditional speakers. It is a portable and amplified audio system with integrated MP3 music player, Bluetooth Connectivity, MIC Input, USB, TF Card, FM radio and a record to USB/TF function. You can receive radio signal enjoy the FM program you can use it play music and accompany. You can take Portable Mini Speaker everywhere with the flexible handle. Portable Bluetooth Speaker is the good value products. It`s the best choice for Trolley speakers.
Selling Point:
·Portable and Amplified
· Rechargeable battery
· MP3 Music Player with TF Card and USB inputs
· Bluetooth Connectivity
· FM Radio
· LED Accent lighting
· MIC inputs
· 12 V power inputs
Digital Display Portable Bluetooth Speaker
Digital Display Portable Bluetooth Speaker,Bluetooth Speaker With Display,Bluetooth Stereo Speakers,Bluetooth Speaker With Fm Radio
Shenzhen New Wonderful Technology Co., Ltd. , https://www.sznewwonderful.com