“Factionalism” escalates Foshan Lighting to “fall”?

A few days ago, Foshan Lighting once again received the "Notice of Investigation by the China Securities Regulatory Commission on the basis of suspected information disclosure violations". This is not the first time Foshan Lighting has issued a similar announcement, and the "violation" mentioned in the announcement. It means that Foshan Lighting did not disclose the details of the connected transactions as required.

The announcement issued this time can be called the “upgrade version” of the previous announcement. The investigation agency has already “upgraded” the former Guangdong Securities Regulatory Bureau to the China Securities Regulatory Commission, and the scope and amount of related transactions involved may also break through.

Why is Foshan Lighting, which was once called “cash cow” by the media, so “love” in connected transactions? How do the “three forces” of connected transactions squeeze this “cash cow” step by step?

Zhong Zhong (Zhong Xincai), Zhuang Jianyi and Osram, for the benefit of all parties, these three forces continue to “milk” themselves through related transactions, fostering “in vitro” industries, diluting state-owned assets, and Foshan lighting is on the decline.

Related transactions have been repeatedly banned - Zhuang Jianyi and "Zhong" and "self-fertilizer"

In August last year, Foshan Lighting announced that the company’s chairman Zhuang Jianyi and the secretary-general Zou Jianping had received the “Notice of Investigation” issued by the Guangdong Securities Regulatory Bureau. The two were “in violation of securities laws and regulations” and the Guangdong Securities Regulatory Bureau decided to file a case. survey. This is the similar announcement issued by Foshan Lighting “the second last time”.

According to the survey results, Zhuang Jianyi bought Foshan Lighting B shares twice in the secondary market two weeks before the board of directors voted to enter the major issues in the lithium energy field: once on August 25, 2009 at HK$5/share Buy 20,000 shares; the Other is to buy 60,000 shares at HK$4.85/share on August 31.

It was also on August 31 that Foshan Lighting issued a written notice to all directors to convene a board meeting to review the “Proposal on Joint Venture to Establish Qinghai Fozha Lithium Energy Development Co., Ltd.”. Obviously, the announcement of the notice of the motion coincides with the date of Zhuang Jianyi’s purchase.

In addition, the major shareholders and legal representatives of “Guangzhou Youchang Lighting Equipment Trading Co., Ltd.”, which has been ranked among the top ten tradable shareholders of Foshan Lighting from 2000 to the end of 2009, are in a relationship with Zhuang Jianyi. In the 9-year period, Foshan Lighting’s annual report has consistently shown that Guangzhou Youchang has no relationship with other shareholders.

However, the Guangdong Securities Regulatory Bureau survey results show that Zhuang Jianyi and Foshan Lighting's previous top ten shareholders, Guangzhou Youchang, have a relationship. Guangzhou Youchang has continuously reduced its shareholding in Foshan Lighting for the past 10 years, and its profit has exceeded 100 million yuan. Lin Yuling, Zhuang Lingmei and Zhuang Jianyi, the investors of Guangzhou Youchang, may have kinship.

Zhuang Jianyi is a major shareholder of Foshan Lighting. After 1995, he was elected as the director and vice chairman of Foshan Lighting Company. On May 27, 2010, he was elected as the chairman of Foshan Electrical and Lighting Co., Ltd., and on August 30, he resigned due to the incident of “Lightning” in the east window, only for 96 days.

According to public information, Zhuang Jianyi was born in 1952. He is a native of Chaoyang, Guangdong. He is the actual controller of Hong Kong Youchang Lighting Equipment Co., Ltd. Hong Kong Youchang ranks second among the top ten shareholders of Foshan Lighting. As of June 30 this year, Hong Kong Prosperity holds nearly 132 million shares of Foshan Lighting, which is a 10.5% stake, and Zhuang Jianyi directly holds 8404,100 shares of Foshan Lighting.

In addition to Zhuang Jianyi, the chairman of "Lightning", he has been in charge of Foshan Lighting for nearly 20 years. In August last year, the current chairman of the board of directors, Zhong Xincai, who was re-elected in the last year, has repeatedly fallen into related transactions.

In July this year, Foshan Lighting announced that it had received a decision on the administrative supervision measures of the Guangdong Securities Regulatory Bureau and ordered the chairman of the company, Zhong Xincai, to publicly explain the related party transactions. Affected by this news, Foshan Lighting was close to the limit.

According to the information disclosed by the Guangdong Securities Regulatory Bureau, Foshan Lighting's 2009 Annual Report, 2010 Interim Report and Annual Report, 2011 Interim Report and Annual Report did not disclose the relationship with Foshan Schnoqi California Electric Co., Ltd. and Foshan Slangbai Enterprise Co., Ltd. And related party transactions; also did not disclose the relationship with (Hong Kong) Qinghai Skyline Rare Element Technology Development Co., Ltd. and the joint venture to establish a related transaction of Qinghai Fozha Lithium Energy Development Co., Ltd.

According to relevant information in the financial sector, the legal representatives of Foshan Schnoqi California Electric Co., Ltd. and Foshan Slangbo Enterprise Co., Ltd. are Zhong Yongliang and Zhong Yonghui, both of whom are the sons of the current chairman, Zhong Xincai. Six of these companies are suspected of parasitic Foshan lighting.

According to media reports, Snooker and Slangbo are customers of Foshan Lighting. The company takes the goods of Foshan Lighting, but the brand is sold by its own brand.

In fact, there are so many companies associated with Zhong's father and son. According to the Foshan Administration for Industry and Commerce, only the companies represented by Zhong Xincai, Zhong Yongliang and Zhong Yonghui as legal representatives have registered as many as 17 in the bureau. Among them, there are 11 Zhong Xincai, 2 Zhong Yongliang and 4 Zhong Yonghui.

Foshan Lighting has always focused on its main business, with solid performance and has been hailed as “cash cow” for its high dividends for many years. However, the company's founders and current executives also deal with insider trading, which is a "big hit" for Foshan Lighting, which has a good performance in successive years. From the "cash cows" to the "problem companies" today, some of Foshan's lighting has fallen. rapid.

Diversified business dilemma - "in vitro" industry is blocked
In the 18 years since its listing in 1993, Foshan Lighting has distributed a total of 2.646 billion yuan in cash dividends to all shareholders, but the generous dividends can not offset the market's concerns about the future of Foshan lighting. Today's Foshan lighting performance is deteriorating. The company's 2012 quarterly report released on April 25 this year showed that Foshan Lighting only achieved a net profit of 56.93 million yuan, a year-on-year decrease of 15.84%.

The decline in Foshan's lighting performance was due to the sluggishness of the entire PV industry. On the other hand, the poor performance of a group of non-main business operations that Zhong Xincai achieved on the “big and fast” was also an important reason for the decline in Foshan's lighting performance.

On November 1, 2011, China issued the "Announcement on the gradual ban on the import and sale of ordinary lighting incandescent lamps", and decided to gradually ban the import and sale of ordinary lighting incandescent lamps in stages according to the power level from October 1, 2012. This is a "bad" for Foshan Lighting, which has an annual output of more than 500 million incandescent lamps.

At the same time, Foshan Lighting, which has been trying to develop new businesses such as lithium batteries, LEDs, and tourism, has not explored the path of “breakthrough”.

In June 2005, Foshan Lighting invested in the construction of the Gaomingfuwan Lake Hotel Project, which was completed in November 2006. In order to cooperate with the hotel, the company established a wholly-owned subsidiary Foshan Gaoming Fuwan Shanshui Leisure Resort Co., Ltd. with a registered capital of 4.8 million yuan, specializing in the management of the hotel.

However, since the hotel industry is not the main business of Foshan Lighting, Foshan Lighting has always lacked the corresponding professional management capabilities and has been in a state of loss for a long time. On August 17 this year, Foshan Lighting announced that it will transfer the entire share capital of Foshan Gaoming Fuwan Shanshui Leisure Resort Co., Ltd. with a starting price of 318 million yuan. This is the fourth time the company transferred its assets during the year.

In addition, due to the financial crisis, the growth of traditional lighting business in 2009 and 2010 was blocked, and Zhong Xincai turned his attention to the new energy field. In September 2009, Foshan Lighting and Huaou Company and other three investors jointly established Qinghai Fozha Lithium Energy Development Co., Ltd.

Although Zhong Xincai had high hopes for Foshan Lighting's new energy business, there were analysts who poured cold water. It is said that “Foshan Lighting’s active involvement in new energy is largely forced by helplessness. The company’s traditional lighting business has been weak in recent years. If it does not involve new energy and LED business, the company’s point of view will be small.”

Later, Foshan Lighting's new energy business was really quoted by analysts. At that time, Foshan Lighting New Energy Project only had Hefei Guoxuan Hi-Tech, but according to the 2009 Foshan Lighting's financial report, Guoxuan Hi-Tech had total assets of 300 million yuan and net assets of 1.05. 100 million yuan, operating income of 36.24 million yuan, total profit of 5.39 million yuan, net profit of only 4.54 million yuan, this contribution to the performance of Foshan Lighting is very limited.

In addition, Qinghai Fozha Lithium Energy Development Co., Ltd. cooperated on the basis of the transfer of the equity of Qinghai Salt Lake Lanke Lithium Co., Ltd., a subsidiary of the former Salt Lake Technology, on July 14, 2009, but the project still only stays in the letter of intent. Level.

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