Wu Changjiang’s position on the board of directors was dismissed from the court

On August 29, NVC Lighting (02222, HK) held an extraordinary general meeting in Hong Kong to vote on “Removing Wu Changjiang’s directorship and his position in any committee of the company’s board of directors”. The final result was passed by 95.84% in favor of votes. The recall, which means that its founder Wu Changjiang completely out of NVC lighting. Prior to August 8, Wu Changjiang’s CEO position was removed.

So, does this mean that the "Wu Wang dispute" that lasted for more than a month is slightly flattered?

"I hold evidence of serious crimes committed by Wang Donglei and will announce it in due course." On August 28th, the day before the NVC Lighting Extraordinary General Meeting, Wu Changjiang said on Weibo. Wang Donglei, chairman and interim CEO of NVC, responded on August 29th that “Dehao Runda (002005) is a listed company and its business is announced through financial reports. We welcome everyone to verify that Wu Changjiang’s approach has been It's commonplace, we are not afraid."

At present, it is still a challenge in front of Wang Donglei. The two “headquarters” of Chongqing and Huizhou exist at the same time, and the production and sales system is divided into two factions. Not only that, but the turmoil of NVC has given other companies an opportunity to take advantage of it. Many enterprises are digging the wall of the NVC lighting dealer system, and some companies have developed a strategy of targeting the NVC's “100-storey store” and grabbed the channel.

Most investors hope to end the infighting at 9:00 am on August 29, and more than 40 minutes from the shareholders meeting. The Ritz-Carlton Hotel, located at No. 1 Austin Road West, Kowloon, Hong Kong has gathered a lot of NVC lighting. Shareholders.

"We hope that the civil strife of NVC Lighting will end as soon as possible, and NVC Lighting will be on the right track as soon as possible, in favor of the major shareholders to remove the party that harms the interests of listed companies." An investor from Shanghai told reporters.

There are still 20 minutes from the meeting. After some discussion, many investors on the scene have already drawn a tick in the column “Agree for Dismissal” in their voting form.

For NVC's internal struggle, most investors classified it as "one mountain is not tolerate two tigers." "NVC is gone, Wang Donglei is gone, Wu Changjiang can buy the shares back, I believe he can also do a good job of NVC, now it is not enough, let me choose, I still choose Wang Donglei", another investor before the shareholders meeting In the face of the reporter said.

Wang Donglei, NVC Lighting CFO Tan Ying and independent non-executive director Wei Hongxiong also arrived at the scene. NVC Lighting's other two major shareholders, Softbank Saifu and Schneider, sent representatives.

From the beginning to the end, the reporter did not see Wu Changjiang at the scene.

When small and medium-sized investors talked about the next vote, the two claimed to be Wu Changjiang, who entrusted lawyers to enter the waiting room of the shareholders' meeting room, and distributed Wu Changjiang's lawyer's statement and suggestions to shareholders on the spot. Subsequently, Ms. Hou, a lawyer representing Wu Changjiang at the shareholders' meeting, was informed by the on-site staff of the EGM that its share registration could not be confirmed, and the relevant brokers were required to issue a certificate to enter the general meeting to exercise their voting rights.

"They asked us to find a broker to confirm Wu Changjiang's shareholding ratio before they can enter the market. It is too late for such a short time." Wu Changjiang commissioned a lawyer, Ms. Hou, to reporters. Subsequently, she told the on-site media and investors that the legality of the board of directors held by Wang Donglei on August 8 was to be verified, and said that it would sue Wang Donglei and other related acts to Cayman and several courts in the Mainland.

At 10 o'clock in the morning, the shareholders' meeting was held on time. There were not many waves in the meeting, and the 11-point vote ended. More than 95% of the votes were in favor of the removal of Wu Changjiang. Wang Donglei said at a subsequent press conference that in terms of corporate control, he is currently the interim CEO of NVC, and the company's board of directors will quickly find a new CEO to lead the new journey by virtue of the principle of both ability and political integrity.

Wu Changjiang sued both at home and abroad. “Wu Changjiang has filed a lawsuit against the Cayman Islands Law on August 20, 2014 in accordance with the law of the Cayman Islands registered in NVC. At the same time, he went to the Nan'an District People's Court in Chongqing. The Wanzhou District People's Court and the Huicheng District People's Court of Huizhou City, Guangdong Province filed a lawsuit." Wu Changjiang's attorney, Ms. Hou said.

Wang Donglei said that the resolution of the board of directors is in accordance with the legal procedures of the listed company and is legal and effective. "Mr. Wu Changjiang's lawsuit is nothing more than to reverse the black and white by transferring the topic. We also use the legal means to deal with it. We believe that the laws of Hong Kong, the Mainland and the Cayman Islands are fair and just."

Wu Changjiang, through his attorneys, also defended the related transactions between Wu Changjiang's family business and NVC Lighting. He believed that the trademark licenses of the three companies were in line with market fair conditions, and the subsidiary company, which has been illuminated by NVC, “Huizhou Company” The license fee is charged, which is ultimately reflected in the financial benefits of NVC Lighting and becomes the performance of the listed company. It also stated that “the trademark licenses of the three companies do not have improper use in actual use and operation. On the contrary, the social influence of the “NVC” brand has been objectively and realistically expanded over the years and the market share has been effectively expanded. ."

Wang Donglei said that if he came back, he would be more cautious when he chose to cooperate with Wu Changjiang. He believes that a company can only develop long-term and healthy development if it continuously strengthens the construction and management of the modern enterprise system.

Wang Dong-lei straighten the challenges exist although dealers <br> <br> Wu Changjiang already out, but the NVC in a special state of the two systems.

The first is the two "headquarters". NVC Lighting's “Headquarters” in Chongqing is called NVC Lighting (China) Co., Ltd., and its legal representative is Wu Changjiang. It is a wholly foreign-owned enterprise legally established in Nan'an District of Chongqing. Wu Changjiang believes that Wu Changjiang is still the only legal representative of NVC Lighting (China) Co., Ltd., Wang Donglei is not an employee of NVC Lighting (China) Co., Ltd., Wang Donglei does not have NVC Lighting (China) Co., Ltd. Regardless of the legal status of business registration, Wang Donglei has no right to represent NVC Lighting (China) Co., Ltd. to engage in any activities or sign any documents.

However, according to Wang Donglei's statement, according to the NVC board of directors, the company was formerly known as Chongqing NVC Industrial Company. The board of directors directly set it as a sales company and never agreed to set up a NVC headquarters in Chongqing. Wu Changjiang changed its name to NVC (China) Co., Ltd. without the approval of the board of directors, and did not perform the functions of the headquarters.

At the press conference on August 29, Tan Ying once again stressed that the company's board of directors never agreed and acknowledged that the Chongqing company is a headquarters. In addition to the two headquarters, NVC Lighting's dealer system is also in a "split" state. Now, there are 37 operators in NVC Lighting, and 33 operators have signed a statement to support the resolution of NVC's board of directors. Wang Donglei said that these 33 operators accounted for more than 90% of the total sales of NVC.

Even so, there are four operators supporting Wu Changjiang. And behind every provincial operator are dozens of hundreds of smaller dealers. How Wang Donglei straightens out these dealer systems is still a challenge.

At a time when NVC is in trouble, industry competitors are secretly taking advantage of the opportunity to expand their strength. According to several media reports, after the "Wu Wang dispute" was publicized, Qinshang Optoelectronics (002638), which was far away from Dongguan, held an emergency meeting. The outflow of the meeting minutes showed that the executives said, "I believe that some of NVC's dealers will go with Wang Donglei, part of them with Wu Changjiang, and some of them will be displaced. These dealers are the big pies that are lost in the sky. ."

It’s not just Qinshang Optoelectronics that works on the channel. At the beginning of the year, Sanxiong Aurora developed a strategy of targeting the NVC. As of August, 90% have been completed, and 1,200 new stores have been built.

After the outbreak of NVC, the insiders of Sanxiong Aurora told reporters that "the second half of this year to next year will focus on "LED home lighting" as a key point, and will launch a series of cost-effective products to fully meet market demand, while fully paving the terminal. market."

In the first half of this year, NVC Lighting's revenue was 1.703 billion yuan, a slight increase of 0.9% year-on-year, and net profit was 58.04 million yuan, down 28.5%. In the first half of this year, Dehao Runda's operating income was 1.935 billion yuan, an increase of 42.98% over the same period of the previous year. The net profit attributable to shareholders of listed companies was 38.725 million yuan, down 23.36% year-on-year.

Regarding the "internal and external troubles" faced by NVC Lighting, Wang Donglei believes that with the strong support of operators, suppliers and employees, he believes that NVC can not only be on the right track.

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