NVC's board of directors wants to move its headquarters to Wu Changjiang to expose the "cooperation" past

"Wu Wang" showed up yesterday. Yesterday, NVC Lighting announced that the board of directors decided to suspend the operation of NVC Lighting (China) Co., Ltd. in Chongqing and establish a temporary headquarters in Huizhou office. Yesterday afternoon, Wu Changjiang exposed the "secret agreement" between him and Wang Donglei on the real-name certified Weibo.


NVC Huizhou set up temporary headquarters <br> <br> yesterday morning, NVC Lighting announced that the decision to suspend the operation Ltd. in Chongqing NVC (China), and set up a temporary headquarters in Huizhou office.

The announcement mentioned that the action is to ensure the effective operation of the company and to protect the interests of shareholders, employees, distributors and suppliers. The company's Emergency Services Committee is authorized to perform internal organizational adjustments, personnel appointments, commercial agreements, financial payments, and the powers and authority to post announcements on behalf of the Board of Directors on the Exchange's website.

Wang Donglei also issued an internal notice to the NVC lighting staff in Chongqing that the temporary headquarters will be established by relying on Huizhou NVC, and the internal personnel will be led by the relevant system leaders in conjunction with the original personnel and new recruits of NVC. Establish financial, supply chain, sales, human resources systems and president offices.

Yesterday evening, the person in charge of NVC lighting public relations told the reporter that the production order of Huizhou Company is normal and there is no work stoppage. In the notice, the NVC Lighting Board of Directors appealed to the employees of Chongqing NVC (China) Co., Ltd., and the company gave corresponding preferential policies to the employees who work temporarily at Huizhou Headquarters, especially all the personnel of the financial system were transferred to Huizhou. All financial files, documents and bills shall be transferred to Huizhou for safekeeping. The transportation process can apply for a third party escort with security.

Why set up a temporary headquarters? NVC lighting public relations official told reporters yesterday evening that on August 19, Wu Changyong’s younger brother Wu Changyong asked his staff to refuse to accept the operator’s order at NVC’s Chongqing headquarters in China. The order for NVC lighting operators was passed. The order management system circulated, causing operators to be out of stock on a large scale. Wu Changyong also instructed the marketing staff to forcibly remove the computer hard drive to destroy the system and destroy the data. In view of this, NVC Lighting announced that it suspends the operation of the Chongqing company, establishes a temporary headquarters in Huizhou, and announces that the company is in an emergency state. The Emergency Affairs Committee led by Wang Donglei will exercise the company's rights on behalf of the board of directors. NVC Lighting also issued a lawyer’s statement yesterday saying that Wu Changjiang has been exempted from the duties and status of NVC Lighting’s directors, chairman and legal representative. No unit or individual can accept Wu Changjiang’s conduct in the name of NVC Lighting. .

Wu Changjiang restore the "cooperation" of the past <br> <br> yesterday afternoon, Wu Changjiang is on the microblogging exposure of the "secret agreement" had been mentioned several times. The signing page is signed by both parties.

According to the agreement, in view of the intention of Dehao Runda and Wang Donglei to nominate Wu Changjiang as the director of NVC Lighting, the chairman of the board and the vice chairman of DHL Runda, and both parties intend to promote NVC Lighting and Dehao Runda in the business. The cooperation premise of integration of assets, markets and other aspects has reached a number of cooperation terms. Including Wang Donglei and Dehao Runda, they need to provide HK$800 million in loans to Wu Changjiang and NVC Lighting for a period of 18 months; the two parties will complete each other's cooperation plan for the purchase of the benchmark shares through DHL. The agreement also supplements the agreement between the two parties on the cooperation and internal management of the two companies.

Wu Changjiang said in Weibo yesterday: "Wang Donglei passed a paper fraudulent agreement to defraud trust to obtain the shareholding replacement of NVC, and then he did not implement the agreement, and now he has intensified the use of Nile to gamble on Dehao."

Wu Changjiang believes that he has sold huge profits for the Dalai Lama layout. Wang Donglei rescued Dehao with Lance, not only failed to honor the promise of borrowing 800 million, but also illegally intercepted the interests of the listed company Dehao Runda. Wang Donglei used the media to infringe on his reputation, in order to invade and take over the NVC board to preempt the NVC brand. The courts in Chongqing, Wanzhou and Huizhou have accepted the relevant lawsuits. “At that time, the agreement was signed to protect NVC, so that the interests of NVC are all in the future.”

The authority and effect of the two parties as stipulated in the "secret agreement" was one of the focuses of the "Wu Wang" dispute. On August 8, when NVC Lighting issued a notice directly referring to Wu Changjiang's related party transactions, Wu Changjiang once rebutted that Wang Donglei had interfered with NVC lighting operations. Wu Changjiang said that at the beginning of the cooperation with Wang Donglei, the two sides signed a "secret agreement", arguing that Wang Donglei should not interfere with Wu Changjiang's operation of NVC lighting, and Wu Changjiang must not ask about the operation of Dehao Runda. At that time, Wang Donglei had responded that the agreement had only one year. However, in the agreement, there was no such thing as the "one-year validity period" previously mentioned by Wang Donglei.

Connection Wang Donglei: The premise of the agreement is “not to damage the interests of shareholders”

In response to Wu Changjiang’s secret agreement, the Commercial Daily reporter called Wang Donglei. He said on the phone that he would not accept an interview and could send the outline to his mobile phone. At 9 o'clock in the evening, the public relations official of Wang Donglei issued a response to the "secret agreement" via SMS.

First, there is a gentleman's agreement between me and Wu Changjiang. The main content is that the two sides support each other's work. This has already been shown in previous media communication meetings.

Second, we elected Wu Changjiang to enter the NVC board of directors, but Wu Changjiang believes that the chairman has no real power, so he refused the position of chairman and only served as CEO.

Third, in the process of the acquisition of NVC Lighting stock held by Wu Changjiang by Dehao Runda, HK$800 million was directly used to repay the debt owed by Wu Changjiang, avoiding the fate and rescue of its forced liquidation. Wu Changjiang is in distress.

Fourth, all the agreements between us have a premise: “Do not harm the interests of shareholders”, which is the basic principle of corporate governance. However, Wu Changjiang did not inform, without the authorization of the board of directors of NVC, signed a 20-year brand licensing agreement with its affiliates, and promoted the establishment of a dealer alliance, etc., in an attempt to destroy the corporate value of NVC's listed companies; and a series of related transactions, owed Misconduct such as huge gambling debts has seriously infringed upon the interests of the company's shareholders and violated the integrity of the directors and senior executives of listed companies.

Some of the high-level investigators were exempted from Chongqing headquarters still "normal work"

In fact, after the exposure of NVC, the rumors about the "cleaning" of the new board by the new board will not go away. The reporter of the Business Daily also learned that some of the senior executives who were responsible for the brand and market in NVC in Chongqing had been dismissed.

In this regard, the aforementioned NVC lighting public relations official told the Business Daily reporter that this situation does not exist, except for other production bases of NVC in addition to Chongqing, which are currently in normal production and operation. "The company's middle and high-level cadres and employees support the resolution of the board of directors, and they all insist on their respective jobs, so that the production and operation activities of NVC are kept smooth."

For Wang Donglei’s notice that NVC lighting Chongqing employees went to work in Huizhou, some of them seem to be still in the “wait and see” state.

Yesterday, an employee of NVC, who did not want to be named, revealed to the reporter that he had seen the internal notice issued by the board of directors, but he has not officially received a notice to move to Huizhou to work, and has not started the process. At present, Chongqing staff are working normally.

These NVC staff groups between Wu Changjiang and Wang Donglei are spreading their uneasiness and entanglement. The employee told reporters that many colleagues inside believe that Wu Changjiang’s chances of winning in this dispute are not great. After all, he is no longer a major shareholder, but emotionally, many employees are in the heart. Wu is here.

"He (Wu Changjiang) actually manages NVC very well, everyone is more united, and Dehao's sudden intervention, many employees have a feeling of resistance." The aforementioned unnamed employees said that at the board level decision, employees can't get involved, so everyone can only let it go.

Regarding the suspension of the Wanzhou base, whether it will affect the dealer's supply and the out-of-stock situation, the employee revealed that NVC lighting inventory has been relatively large, it is estimated that there should be no problem within half a month, if more than one month is sure It will be affected, but it is expected that the incident will not last for so long, and there should be results after the extraordinary shareholders meeting at the end of the month.

Background dazzling <br> <br> Share Exchange Agreement based on the content of both the original announcement, BDO Runda invested a total of HK $ 1.65 billion, absorbing the way Wu Changjiang individual shares acquired about 20% stake in NVC, NVC become The first major shareholder of lighting; Wu Changjiang was able to become the second largest shareholder of Dehao Runda. How is this conversion process completed?

According to Wu Changjiang’s exposure yesterday, the date of the “secret agreement” was December 25, 2012, when Dehao Runda had held 8% of the shares of NVC.

At the time, the two parties agreed that Dehao Runda purchased the shares of NVC Lighting held by Wu Changjiang and NVC Lighting Holdings Co., Ltd. (hereinafter referred to as “Wu Changjiang Fang”) in accordance with the agreed price, and became NVC Lighting. A major shareholder. Dehao Runda issued an ordinary share to Wu Changjiang and agreed to purchase it. In this way, Wu Changjiang became the second largest shareholder of Dehao Runda.

Based on the above principles, Wang Donglei and Wu Changjiang set up various transactions and cooperation steps. First, Dehao Runda and Wang Donglei (hereinafter referred to as “Wang Donglei Fang”) provided Wu Changjiang with a loan of HK$800 million for a period of 18 months.

Next, before Wang Donglei purchased the underlying shares, Wu Changjiang contacted Schneider to purchase the pre-emptive rights of the corresponding underlying shares.

Subsequently, Dehao Runda purchased about 373 million shares of NVC Lighting held by Wu Changjiang on December 25, 2012 through DHL Hong Kong, with a transaction amount of approximately HK$951 million. The two parties also agreed to purchase approximately 216 million shares held by Wu Changjiang Fang through DHL Hong Kong at a time when Dehao Runda deemed appropriate, with a transaction amount of approximately 633 million yuan.

After Dehao Runda entered the NVC lighting, Wang Donglei side issued a 130 million shares to Wu Changjiang at a 10% discount on the agreed date price. At the same time, Wang Dongleifang assisted Wu Changjiang or its subsidiaries in purchasing 60 million shares of Dehao Runda.

After the completion of the aforementioned complicated transactions, the two parties agreed that Wu Changjiang entered NVC Lighting and Dehao Runda and became the chairman or vice chairman.

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