Foshan Lighting's "fighting faction" fiercely related transactions continue to ban

Reliance on more than forbidden affiliated transactions is merely a representation. Underneath the appearance is the fierce struggle of the “three forces” of Foshan Lighting (000541). “Internal consumption” has allowed the former “cash cows” to gradually reduce “milk production”.

On November 5th, Foshan Lighting again issued an announcement saying that “the company was suspected of illegal disclosure of information”, the company received the “China Securities Regulatory Commission Investigation Notice” on November 2nd. This is not the first time that Foshan Lighting has issued a similar report. Announced, and the "violation" mentioned in the announcement refers to the fact that Foshan Lighting did not disclose related transactions in accordance with regulations.

The announcement issued this time may be referred to as the "upgraded version" of the previous announcement. The investigation agency already has the original Guangdong Securities Regulatory Bureau "upgraded" to the China Securities Regulatory Commission, and the related transaction scope and amount involved may also exceed the past.

Why did Foshan Lighting, formerly known by the media as a “cash cow”, “love” its related transactions? How does the "three forces" of connected transactions squeeze the "cash cow" step by step?

Bell Department (Zhong Xincai), Zhuang Jianyi and Osram, for the benefit of all parties, these three forces continue to “maize” themselves through connected transactions, fostering “in vitro” industries and diluting state assets, and Foshan Lighting is declining.

Related transactions continue to be banned repeatedly - Zhuang Jianyi and "bell system" "self-fertilizer"

In August of last year, Foshan Lighting announced that the company’s chairman Zhuang Jianyi and Dong Mi’s Zou Jianping received the “Notice of Investigation” issued by the Guangdong Securities Regulatory Bureau respectively. The two were “allegedly violating securities laws and regulations” and the Guangdong Securities Regulatory Bureau has decided to file a case. survey. This is Foshan Lighting's "last penultimate" release of a similar announcement.

According to the survey results, Zhuang Jianyi bought the Foshan Lighting B shares in the secondary market about two days before the board of directors voted to enter the major issues in the field of lithium energy. The first time was on August 25, 2009 at 5 HKD/share. Buy 20,000 shares; the other is to buy 60,000 shares at 4.85 Hong Kong dollars per share on August 31st.

It was on August 31 that Foshan Lighting issued a written notice to all directors to convene a meeting of the board of directors to review the “Proposal on Jointly Establishing Qinghai Fozhao Lithium Energy Development Co., Ltd.”. Obviously, the timing of the announcement of this proposal coincides with the date of Zhuang Jianyi’s share purchase.

In addition, from 2000 to the end of 2009, the major shareholder and legal representative of “Guangzhou Youchang Lighting Equipment Trade Co., Ltd.”, which has been ranked among the top ten circulating shareholders of Foshan Lighting, is in a tertiary relationship with Zhuang Jianyi. For a period of up to nine years, Foshan Lighting’s annual report has shown that Guangzhou Youchang has no connection with other shareholders.

However, the investigation results of the Guangdong Securities Regulatory Bureau show that Zhuang Jianyi has a relationship with Guangzhou Youchang, one of the top ten shareholders of Foshan Lighting. Guangzhou Youchang has continuously reduced its stake in Foshan Lighting in the past 10 years, and its profit has exceeded RMB 100 million. Lin Youling, Zhuang Lingmei and Zhuang Jianyi, investors of Guangzhou Youchang, may have kinship.

Zhuang Jianyi is a major shareholder of Foshan Lighting. After 1995, he was elected as a director and vice chairman of Foshan Lighting Company. May 27, 2010 was elected chairman of Foshan Electrical Lighting Co., Ltd., August 30 due to the incident "lightning" resigned, only for a period of 96 days.

According to public information, Zhuang Jianyi was born in 1952 and is a Chaoyang person from Guangdong. He is the actual controller of Hong Kong Youchang Lighting Equipment Co., Ltd. and Hong Kong Youchang is ranked second in the top ten shareholders of Foshan Lighting. As of June 30 this year, Hong Kong Prosperity holds nearly 132 million shares of Foshan Lighting, a 10.5% stake, and Zhuang Jianyi himself directly holds 8,404,100 shares of Foshan Lighting.

In addition to Zhuang Jianyi, chairman of Lightning, he has been in charge of Foshan Lighting for nearly 20 years. In August last year, Zhong Xincai, the current chairman of the board, was repeatedly involved in related transactions.

In July of this year, Foshan Lighting announced that it had received the decision of the Guangdong Securities Regulatory Bureau on administrative supervision measures and ordered the company's chairman, Zhong Xincai, to publicly disclose related related transactions. Affected by this news, Foshan Lighting was once 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 Schnoich-California Electric Co., Ltd., and Foshan City Longba Enterprise Co., Ltd. And related transactions; also did not disclose the (Hong Kong) Qinghai Sky Rare Elements Technology Development Co., Ltd.'s relationship and jointly funded the establishment of Qinghai Fozhao Lithium Energy Development Co., Ltd. related transactions.

The financial community consulted relevant data and found that the legal representatives of Foshan Schnoich California Electric Co., Ltd. and Foshan City Longbow Enterprise Co., Ltd. were Zhong Yongliang and Zhong Yonghui, respectively. Both were the sons of the current chairman Zhong Xincai, and the companies they controlled were as many as 6, these companies are suspected of parasitic Foshan lighting.

According to media reports, Schnorch and Slanber are customers of Foshan Lighting. The company takes the goods from Foshan Lighting, but it is affixed with its own brand sales.

In fact, there are a lot of companies that are related to Zhong Jia and his son. According to information from the Foshan Municipal Administration for Industry and Commerce, only Zhong Xincai, Zhong Yongliang, and Zhong Yonghui, who are corporate representatives, registered as many as 17 companies in the bureau. Among them, there were 11 Zhong Zhongcai, 2 Zhong Yongliang and 4 Zhong Yonghui.

Foshan Lighting has been focusing on its main business and has achieved sound results. It has been hailed as a "cash cow" for its many years of high dividends. However, the company’s founders and current senior executives also involved insider trading, which can be described as a “big hit” for Foshan Lighting, which has achieved relatively good results for years. From the “cash cows” to the “problem companies” of today, some of the fall of Foshan Lighting. rapid.

The data shows that at the beginning of OSRAM’s shareholding in Foshan Lighting in 2004, OSRAM’s share in the Chinese lighting market was only 2/3 of Foshan Lighting, and by 2009, the Chinese market had become the third largest in the world after Germany and the United States. The big market has annual sales of more than 200 million euros, equivalent to nearly 1.7 billion yuan.

The expected value of OSRAM's transfer technology, which Foshan Lighting paid most attention to, was also unsatisfactory. OSRAM, who is a major shareholder of Foshan Lighting, successfully became a supplier of “Green Lighting Project” to the Chinese government and received orders for 14.5 million energy-saving light bulbs in 2008 and 2009.