[Comment] NVC Lighting: All three parties are "offside"

Since the incident of the NVC in the end of May, the national attention has also become the most classic case of entrepreneurs and investors and joint ventures in the domestic financial and economic industry in recent years. All parties on Weibo, the media in the air, confrontation, employee strikes, dealer protests, rest, and even petitions to the city government, all the business struggle dog blood story was staged in the NVC incident. On the afternoon of July 19, 2012, NVC Lighting held a board of directors inside, confirming that Wu Changjiang will return to NVC, and Schneider executives, including current CEO Zhang Kaipeng, and others will withdraw from management. There is not much suspense in the script, and history once again makes the victory belong to Wu Changjiang.

Most of the voices of public opinion tend to support Wu Changjiang, Wu Changjiang will also retreat to Schneider, and return to NVC to take power. In this incident, can Wu Changjiang be able to simply win the game? The NVC incident is not an isolated case. It is blamed from Liu Qiangdong’s screaming, and all the customers counterattack maintenance. We also see that NVC is the entire Chinese economic ecology. The drama of a complete conflict in the environment reflects the conflicts of interests between Chinese entrepreneurs and investors and foreign partners.

Wu Changjiang: Controlling inflation is plagued by capital games
Although employees and dealers concentrated their anger on Schneider, the protests repeatedly mentioned that Schneider’s management led to a sharp fall in NVC’s stock price. However, in the objective and calm view of the NVC incident, Wu Changjiang should be responsible for this. The most important responsibility. His guilt includes:

First, the Chongqing issue was arbitrarily investigated and detonated
At the resolution meeting of the relocation of NVC headquarters to Chongqing, only one of the nine members of the board of directors agreed with Wu Changjiang, and the other eight were opposed to the relocation, while Wu Changjiang was bent on his own way. Subsequently, Wu Changjiang’s preferential land and other benefits that he had agreed with the Chongqing government were placed in the company under his control. In the end, Wu’s investigation by the authorities directly led Wu Changjiang to be forced to resign. This was not forced by the board of directors, but the situation was forced. Wu Changjiang had no choice at the time. On May 25, Wu Changjiang announced the resignation from NVC on Weibo. The opening price of NVC Lighting was 2.16 Hong Kong dollars. On July 13, NVC Lighting's share price fell more than 40%, and closed at 1.41 Hong Kong dollars. to date.

Second, related party transactions provoked dissatisfaction
Wu Changjiang used his own powers to establish a company managed by a relative's name to conduct related party transactions, which is suspected of being transferred. This is a taboo for listed companies. He has always been jealous of this. He once said that some entrepreneurs are very unregulated in their management methods. The money they eat at home is also freely taken from the company. The company's management is very personal and must be managed more standardized. Wu was supported by 36 provincial-level total distributions, and more than 3,000 specialty store channels were firmly controlled by Wu Changjiang. The reason was closely related to the large credit granted by Wu Changjiang to dealers. It is understood that in 2011, NVC Lighting gave dealers a credit line of up to 400 million yuan. NVC has made a name for the distributors and credits in the industry. Looking at the NVC financial report, it is found that the profitability of NVC has been increasing in recent years, while the net interest rate has dropped sharply. NVC's share price continues to fall. relationship. At the company level, there are too many credits, and Wu Changjiang’s interests are tied so that the loyalty of the dealers is closely surrounded by Wu Changjiang, and all of this will make the shackles and Schneider as shareholders and partners feel dissatisfied. A considerable portion of the company's profits have entered the dealer's account, and Wu Changjiang has gained absolute support, and may also gain more convenience at the private level.

Third, the water game in Waterloo
Wu Changjiang has already experienced the power of capital games. The president of Yasheng Investment, Mao Jianli, has just been an independent portal in Wu Changjiang. When he needs capital support, such as the ants on the hot pot, he will “hold” Wu Changjiang and use superb recruitment. The chips earned a 20% stake in NVC at an ultra-low price-to-earnings ratio of 3.5 times. After that, they repeatedly turned to gloves and finally achieved a high return of nearly 20 times. Wu Changjiang personally experienced the magic of capital operation. As a result of the financial skills used by NVC’s “financial consultant”, Wu Sheng left a deep impression on Wu Changjiang. Later, Wu Changjiang was also deeply immersed in the capital market. In the game of equity competition with Safran in the later period, in order to regain the status of the largest shareholder, he did not hesitate to sign a “bullish equity derivative trading contract” with HSBC. The exhibition (that is, the purchase of stocks from brokerage loans) began to increase its shareholding in the secondary market. Such high-risk investment products made Wu Changjiang encounter capital Waterloo, and the successive decline of NVC's stock price caused the volume dealers to take stock of Wu Changjiang's mortgaged stocks, making NVC stocks continue to fall. When there is no favorable factor and the risk of being investigated, Wu Changjiang is anxious to take control and take risks. Instead, he is immediately involved in the vortex that is swallowed up by capital. Moreover, as the chairman of a listed company, he did not know the board of directors when he bought the shares privately, and once again violated the regulations of listed companies. Strictly speaking, the Stock Exchange should pursue the responsibility of Wu Changjiang.

Some entrepreneurs and entrepreneurs want to be able to get the support of investors when they need funds to expand. After the company grows and develops, it is also dissatisfied with investors who are arrogant in the board of directors and restrict themselves by rules and regulations. After many companies' founders have established a firm foothold in the enterprise, they are prone to a sense of self-respect. If they want to make some investment decisions in the enterprise, they must be influenced by the investors. At this time, the contradictions arise spontaneously. Just as Wu Changjiang plans to acquire a company and plans to enter the home industry, it has been rejected. It is inevitable that Wu Changjiang will feel quite uncomfortable. And this is just like many companies want to go public on the market and get huge capital investment and development. However, they are deeply aware of the information disclosure of listed companies, and many regulations are obstructed. Therefore, various black-box operations are emerging one after another. Therefore, it is especially important to comply with business discipline, to be morally self-disciplined, and to act in accordance with the contract.

Schneider: Anxious to gain benefits
Schneider is undoubtedly trying to find a shortcut to quickly enter the market, to achieve a bumper harvest of production bases and sales channels. However, the reduction of the credit limit of the NVC dealers has moved the dealer cheese. In terms of channel product sales, even dealers said that Schneider threatened dealers to sell more Schneider products, and will reduce the sale of NVC products in the future. Some NVC middle-level managers feel that their situation is in jeopardy, and the bottom employees are clamoring for the gradual reduction in the amount of work. After Wu Changjiang left the company, Zhu Hai and other convene a meeting of the NVC dealers. The dealer said that Schneider said: "You can do small projects, you don't have to do big projects, you can't do it." This leads to distribution. Business is more intense dissatisfaction and resistance.

Schneider's development in the Chinese market is not satisfactory. It is eager to gain a good sales channel through the participation of NVC, and at the same time, it is hoped to gain the share of the engineering projects that NVC has. However, such a clear erosion of interests is unlikely to be strongly resisted by distribution channels and large agents. Schneider suppressed employees with simple and rude management and improved Schneider's own business dilemma in China. However, under the condition that Schneider's own products did not improve and did not adapt to the Chinese environment, in the NVC franchise store, the NVC switch was changed to Schneider switch and the price increased by more than 30%, even if Wu Changjiang came out to help Schneider distribute the goods to the channel. Billion, still can't sell. Schneider wants to seek development through a simple NHL channel, and even the vision of occupying more markets is frustrated. The investment was also caused by the continued decline of NVC's share price. The 288 million NVC shares acquired by Schneider fell from the high of 4.42 yuan originally purchased to 1.41 yuan today, and the losses were extremely heavy.

阎焱: I am not willing to leave the game.
In the whole incident, the calculation was a relatively restrained one. After the dispute with Wu Changjiang broke out, it also maintained a relatively calm attitude. This is related to his style of being cold-faced and resolute. What was controversial in the incident was that Safran’s practice of retreating from the investment after five years after NVC’s five-year period was contrary to investment practices. He was also reported to the NVC stock by an anonymous letter, with the intention of lowering the absorption.

In fact, as the representative of NVC's second largest shareholder, Wu Changjiang is undoubtedly a community of interests. Their goals are very consistent: I hope NVC will grow stronger, its performance will soar, and its stock price will rise. Both sides can get the most money. Return. I have always been a fierce shackle. As an investor, I saw Wu Changjiang’s operations beyond the authority. When I saw the rules of a listed company as nothing, I began to care about the competition for business management and management. I hope that there will be a change in the direction of development. Certain control of control. However, the communication between the two sides obviously lacks effective channels. Wu Changjiang also takes his own arbitrary actions for granted. When confronted with a tough character, Wu Changjiang felt awkward when he intervened in management matters. In the end, Wu Changjiang was investigated and resigned as the stock price plummeted, which caused the contradictions between the two sides to intensify the dispute.

阎焱 阎焱 迟 不 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷 雷The sale of collateralized stocks further triggered a chain reaction, which led to a sharpening of the contradictions between the two sides. NVC has repeatedly bottomed out in the stock market, and he has always been in love with the high hopes of NVC to make him a total miscalculation.

If you have already seen the management problems of NVC and get out early, Saifu has already profited to leave. However, I missed NVC and even intervened in management, but it was so troublesome that I was trapped in the NVC dilemma.

The three parties of cooperation are stretching too long
Why do Chinese entrepreneurs and investors tend to have various contradictions in the game of development direction because of the competition for equity control, and finally they are not happy?

In the NVC dispute, we will find that Wu Changjiang as an entrepreneur, as an investor and as a foreign partner, Schneider has stretched too long and is too involved in areas that he is not familiar with. As Lang Xianping said when commenting on the NVC incident: Wu Changjiang’s biggest problem is that he should not play with him. He is not familiar with finance. Zhuhai’s biggest problem is that he should not play channels he is not familiar with. He’s the biggest problem, he should not What you do is to be a manager. The three parties are doing things that should not be done.

For another reason, most of the entrepreneurs in China are as described in the mouthpieces. They are all grasshopper heroes. They are used to barbaric growth. In order to protect their own interests, they are used to not respecting the rules of various rules and regulations. However, they are good at using emotional investment to attract people's hearts, so they often have strong control over core resources such as channels and talents. This is something that investors can't have. Chinese investors often come from finance and have little experience in industrial management. It is very costly to communicate with each other in the event of a conflict.

How to avoid the contradiction between entrepreneurs and investors as much as possible is basically to establish a contract that can better protect the equal interests of both parties and perform their duties. Entrepreneurs need to pay more attention to constraining themselves and solve problems in a way that is more recognized by the capital market, such as the rules or legal channels of listed companies.

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