Behind the Battle of NVC Lighting: The problems of the system of entrepreneur and investor

"What kind of person is Wu Changjiang?" Who loves NVC, but sells his NVC shares? Said NVC is his child, but empty NVC money for his wife's real estate company, his own Grace West Factory security breach? said that the carrier is his brother, but also owe everyone a few billion loans for a long time does not return? The Board of directors hired him as CEO, exempted from his position, but the company does not go? Can't see! September 13, NVC lighting Chairman Wang Dongrei in Sina Weibo. However, in October 2013, Wang Dongrei in the media interview, or this description and NVC Lighting founder, when CEO Wu Changjiang relationship: "With Wu Changjiang met, is my life good!" The two of us work together, it's a perfect match. "Don't want to be fickle. Since August, this has been a "perfect match" repeatedly disputes, and public. August 8, NVC Lighting held a board call, Wu Changjiang was removed from the Executive Director, CEO position. August 29, NVC lighting shareholders meeting to 95.84% in favor of the results of the removal of Wu Changjiang directors and the board of Directors of all functions. Wu Changjiang that his shareholders ' representatives were unable to attend and did not endorse the result. This is Wu Changjiang 1998 founder of NVC Lighting so far, the third time the board has been squeezed out. Even as the war on corporate control becomes more frequent today, the experience of NVC lighting and Wu Changjiang is enough to raise concerns. Moreover, in the third NVC of control, there are too many "plots" of nearly dog blood. August 8 afternoon, that is, the afternoon of the dismissal of Wu Changjiang CEO, Wang Dongrei appeared in Wu Changjiang office nigh. The video circulated online shows that the scene of physical contact, alarmed the local police in Chongqing. Since then, the two sides through the press conference, real name Micro-blog channels, accusing the other party in the company's operations violated or even illegal. Enterprise Observation newspaper reporter found that king dispute, Wang Dongrei or improper, but as the only one successively three times have been driven out of their own first-hand to create enterprises, Wu Changjiang should be more of their own experience to reflect. The NVC lighting storm is fundamentally a conflict between the entrepreneur's heroic style and the PE-emphasized enterprise operation Systematization and standardization idea. "There are experts who say it's not easy to see the merits right there, but if you look at the basics of business logic, it's important to identify and consider several key issues." Consider one: whose child is NVC? The first key problem is that in this battle, it is important to find out, first of all, who is the child of NVC lighting, this is the basis for discussion, and with this basis, to say, in this battle, first who should listen to WHO. Wu Changjiang used to call NVC lighting their children, as they were, and now. On the eve of the 2013 New Year's Day, Wu Changjiang in a microblog response to the cooperation with the German-run Tatsu, said, "Please believe that noPeople love NVC more than me, I see Reshu their own children. After falling out with Wang Dongrei, he said, "always treat the company as a child, to the point of being selfish". Coincidentally, Wang Dongrei has done a similar analogy. 2013, Wang Dongrei in public, said, "I am an industry, I NVC as a child, as a lifelong career." "In this regard, Jen DA Strategy consulting company president Wang Jipeng that the economic problems and morals, feelings confused." "The objective criterion for corporate ownership should be equity." "The share of NVC lighting has undergone a complex process of change. Wu Changjiang to meet Wang Dongrei, NVC lighting is in the second control of the vortex of contention. In 2005, due to inconsistent development ideas, Wu Changjiang and the founder of two other lighting, and paid a 160 million yuan "breakup fee." Wu Changjiang, who couldn't get enough cash, went for help and found Mr Liu. August 14, 2006, the soft silver race in the price of 22 million U.S. dollars, with NVC lighting 35.71% of the equity. Wu Changjiang accounted for 40% of the shares. 2008, in order to acquire the same lighting industry, WorldCom Investment Co., Ltd., the cash-strapped NVC lighting refinancing, in the financing of the soft silver race again contributed 10 million U.S. dollars, Goldman Sachs capital $36.56 million. At this time soft Silver Sefu's shareholding reached 36.05%, become the largest shareholder, Wu Changjiang 34.4% of the shares in the second largest shareholder. July 21, 2011, NVC introduced France Schneider Electric as a strategic shareholder, by the soft silver race, Goldman Sachs and Wu Changjiang and other six major shareholders to transfer 288 million shares to Schneider. At this point, the proportion of Wu Changjiang (including its individuals and the total of NVC through wholly-owned companies) fell to 17.15%. Wu Changjiang is not worried about the continued decline in equity. In his opinion, "investors, including Goldman Sachs and SoftBank, are very fond of me, and I am highly rated, and it is difficult for them to find me such a good attitude, so dedicated, so painstaking work." They are very agreeable to me, I must do NVC. That said, when Wu Changjiang realized that other big shareholders had begun to speak on the appointment and dismissal of personnel, he began to increase his holdings by leveraging. Data show that May 15, 2012, Wu Changjiang to 19% of the proportion to become the largest shareholder, the soft silver race is only 0.52% higher than the rich, still weak in the board's voice. 10 days later, May 25, 2012, NVC lighting issued a notice, Wu Changjiang for personal reasons resigned as chairman, the company executive Director and CEO, and resigned as all board members of the company. At the same time, Yan [Weibo], from the Asia-rich race, and Zhang Kaipeng from Schneider, respectively, succeeded as chairman and CEO. As for the first time, Wu Changjiang was able to return to NVC lighting with the support of distributors, suppliers, etc. Wu Changjiang tried to bring in new investors in order to resolve the original shareholders who had troubled them. After the introduction of people, Wu Changjiang found Wang Dongrei. At that time, Wang Dongrei was founded by the de-Hao run Tatsu hasTo become an influential enterprise in the field of small household electrical appliances, is plotting to the LED industry transformation. December 5, 2012, Wu Changjiang overweight NVC lighting shares to 22.07%. Two weeks later, BDO a total of 1.654 billion Hong Kong dollars to acquire NVC lighting 20.08% of the shares, to become NVC lighting the first major shareholder. At the same time, Wu Changjiang through his own name of the offshore company NVC company to invest in Tak-run Tatsu, become its second largest shareholder. After the swap, Wu Changjiang gained about 300 million yuan, but its stake in NVC dropped to 6.79%. Then, according to Wang Dongrei, Wu Changjiang repeatedly threw in his hands, "now he has sold his shares to the cleaners." "Even though he now claims to have a 2.74% NVC lighting stake in the two-tier market and a 5.13% of NVC holdings through the delta, we can't find any evidence." "Late September 19, NVC lighting Board said in an interview with the corporate observer. Qian Cofeng, chairman of the Chinese capital, said that even though Wu Changjiang held shares in his possession, he was a small shareholder in the NVC company. and June Venture consulting company management Partner Huang, Wang Dongrei into NVC lighting, Wu Changjiang held the proportion of shares has decided that it is more professional managers of the identity. From this point of view, Wu Changjiang NVC lighting as their own children, from an emotional point of view acceptable, such as from the market rules and legal angle is difficult to understand. "China once liked to advertise from scratch, everyone is easy to sympathize with entrepreneurs, in fact, entrepreneurship needs a lot of factors, entrepreneurs are an important factor, investors and capital is also an important factor, not sentimental, biased." "Wang Jipeng said. Consider two: Who is more likely to play out of bounds? NVC lighting According to the general business logic should be Wang Dongrei the final decision. This is not a controversial issue. Then another important issue is that the right corporate governance bosses and professional managers also have a division of labor and boundaries, then who is more likely to offside and play out of bounds? First look at what the two sides say about this. "I am NVC's most valuable asset. Why does NVC lighting develop so fast? Why is China first in more than 10 years? I'm sure there's something extraordinary. "To this day, Wu Changjiang still show their minds. To be fair, Wu Changjiang thinks he has something extraordinary is not excessive, after all, he created a NVC lighting in the international lighting industry has a considerable influence in the enterprise. However, as China has only 13 times been driven out of its own start-up companies, perhaps he praised himself, should have some reflection. At the end of 1998, Wu Changjiang and his two high school classmate Hu Yonghong, Du Gang jointly founded NVC Lighting. Initially, the Wu Changjiang shares were 45%, followed by a reduction of three. Enterprise development, three people in the concept of obvious differences, Wu Changjiang advocated to continue to expand the scale, Hu Yonghong Two people are more inclined to make money dividends. Looking back on that period of cooperation, Hu Yonghong said, "Wu Changjiang's favorite book is the anthology of Mao Zedong, who has always wanted to prove himself a great man.", from the beginning to the foreseeable future. "I don't want to communicate with them because I feel like we're having a hard time communicating and we don't have the same ideas," Wu Changjiang admits. "If you make a business strategy that everyone can understand, it's called Strategy." If all my decisions are understood, there will be no NVC and Wu Changjiang today. "In Wu Changjiang's view, this is not self-willed," I think is self-confidence. When contradictions cannot be reconciled, the three go their separate ways. Wu Changjiang introduced financial investors. Although Wu Changjiang is not the largest shareholder in the partnership with SoftBank, he is not willing to be toyed with. The available data show that, in 2011, due to Chongqing's preferential policies for attracting investment, Wu Changjiang proposed to move NVC lighting headquarters to Chongqing, but was rejected by the board. At that time, the Board agreed to set up a sales company in Chongqing with an investment limit of 200 million yuan. But the condition that Chongqing opens is, must invest 1 billion yuan, can give tax and so on many preferential policies. According to Wu Changjiang, in order not to violate the rules of the Board, but also to meet the needs of the local, he found a third party company (Hong Kong electrodeless Lighting Limited) investment. In the process, NVC provided guarantees for the promise of the latter, which provided a counter guarantee for the former building. 2012, Wu Changjiang Chongqing NVC Industrial Co., Ltd. renamed as "NVC Lighting (China) Co., Ltd.", Chongqing Company became the de facto NVC lighting headquarters. The Board was unaware of it. Yan, chairman of the time, has expressed strong dissatisfaction with the behavior: "When you go home, you find your house gone, it's like your family moved away without consulting you." "After the second being out, get a lot of Wu Changjiang back to NVC lighting. Therefore, Yan has put forward that all listed companies must deal with the related transactions under the supervision rules and strictly comply with the three conditions of the board resolution. Wang Dongrei, however, believes that Wu Changjiang has not complied with these commitments. Wang Dongrei one side, said in an interview with the Enterprise Observation report, the trigger of Wu Changjiang is found in the case without the approval of the Board of Directors, the use of corporate brand to three companies for 20 years, and the three companies are deeply connected with Wu Changjiang. According to the NVC lighting announcement, Wu Changjiang told board members that its NVC lighting as a wholly-owned subsidiary of Huizhou Rays Electric Technology Co., Ltd. Legal representative (hereinafter referred to as "Rays electricity"), and Shandong NVC Lighting Development Co., Ltd. (hereinafter referred to as "Shandong NVC"), Chongqing en-wei West Industrial Co., Ltd. (hereinafter referred to as "Chongqing en latitude West and Zhongshan Shrine Love Lighting Co., Ltd. (hereinafter referred to as "The Holy Love Division") each signed a license agreement, awarded 3 companies to use the NVC brand power for 20 years. Public information shows that the former two major shareholders for Wu Changjiang mother-in-law Chen, the latter's major shareholder for Wu Changjiang's father-in-law Wu Xianming. Wu Changjiang's explanation was that the companies had been allowed to use the NVC trademarks before Wang Dongrei entered the company, and that they had already been announced, and were now just a legal continuation. The licence fee paid by the trademark will eventually becomeThe performance of listed companies. "Whether with me or not, as long as the market fair conditions, the Board should be impartial evaluation." However, NVC lighting 2013 annual report showed that 3 companies such as Shandong NVC use time for the 2013-2015, not Wu Changjiang said 20 years. There is another one that Wang Dongrei can not tolerate. He said that Wu Changjiang through the Contract Energy Management Division (EMC) and the major project Division Two new business unit, continue to empty the company. "Within a year, the staffing establishment of these two companies has expanded by one-fold and, like the NVC headquarters staff, there are 300 people, all of whom are Wu's cronies, who have emptied their profits from the sales side." Wu Changjiang that it was slander. In addition to the two sides of the tangled gambling debts, Wang Dongrei that he was unbearable, through the board of Directors dismissed Wu Changjiang all the duties. Wang Dongrei said that the initial cooperation with Wu Changjiang was too hasty, "there was no time for due diligence." "In this respect, Nomshida Chief Secretary Su Yonghua accepted an interview with the Enterprise observation newspaper, whether investors or entrepreneurs, in the choice of partners, should do their homework in advance," especially for the investigation of key people understand, because business cooperation is often the key figure of cooperation. "After falling out with Wu Changjiang, Yan said:" Why China's private enterprises do not do much, and the institutionalization of enterprises, transparent management relationship is great ... I believe Wu will learn from the outlaws to mature and self-discipline of modern enterprise management. Wu Changjiang's point of view is: "I believe in great human governance, not hypocritical contract spirit." "He even said to the media:" I will return to NVC tomorrow, tomorrow can bring all the supply chain people together. That's what I'm capable of, you believe me? "Two times to be left and then reset the fact that Wu Changjiang in NVC lighting does have a high prestige." Prestige, however, does not necessarily come entirely from charisma. In a survey of the incident by the NVC Lighting Board's independent investigation committee, Wu Changjiang admitted August 14, 2012 that he had helped some employees and distributors to buy a large number of shares in NVC Lighting's first IPO, and that employees and distributors would remit money to his private account. In addition, Wu Changjiang admits that he has received personal loans from dealers. Lizhangan, an associate professor of public administration at the University of Foreign economics and Trade, said that entrepreneurs who want to live in harmony with investors must never replace the awe and execution of the system with personal charisma and human governance. "The system is always more reliable than people. "So, some experts think, perhaps Wang Dongrei also have to do things, but the current data exposure is not sufficient." But at least Wu Changjiang's problem is obvious: he almost all of his partners are not close. This is not at least the job of a professional manager. Consider three: Why is the business sector still absent from the rules? Why is it so hard to dismiss a CEO? This is a lot of Chinese enterprises in recent years the problem, from the news of Zhidong, to the gome of Chen, and then to today's Wu Changjiang ... Experts believe that this may indicate, the Chinese business sector is still in the Robin era, the rules of true civilization appear to be "false and useless", at least not a part of the people to abide by. "For example, the owners do not run the shopkeeper, the shopkeeper's call for the owner of the asset is not yet." Now the shareholders ' meeting is the bitter club. Wang Dongrei described the stalemate between the two sides. July 15, 2014, NVC lighting announcement, Wu Changjiang exit NVC Lighting 10 subsidiaries of subsidiary companies. Among them, Huizhou Rays electric and NVC lighting (China) and other companies changed by Wang Dongrei as the new chairman. In response, Wu Changjiang responded that he was on a business trip in New Zealand, and the board of directors just e-mailed him about it. After that, is the board of directors to remove Wu Changjiang CEO post, Wang Dongrei brought people into the Wu Changjiang office. "Yes, that's how I arranged it, and I was afraid he'd run away and make a mess with the chop." I'm scared. "Wang Dongrei said. Wu Changjiang that the board of Directors in advance notice, did not inform the meeting issues, not in accordance with the Articles of association--but NVC lighting listed companies in the Constitution of the board meeting did not do expressly. At present, NVC lighting Wanxian base is still under Wu Changjiang actual control. NVC Huizhou Temporary headquarters, said the afternoon of September 14, the Reswan state factory "to the abnormal sales management channel" will be 6 goods vehicles lighting finished goods delivery factory, and refers to the other party dispatched a large number of personnel to beat NVC holding delegated management personnel. Wang Dongrei that these dealers may be Wu Changjiang creditors and have been unable to pay the purchase price, Wu Changjiang The move is to take the assets of listed companies to debt. Wu Changjiang The evidence issued for this is--Chongqing municipal Administration of Industry and commerce Archives show that Wu Changjiang is still NVC lighting (China) Co., Ltd., Chongqing NVC Lighting Co., Ltd. legal representative, chairman of the board. Wu Changjiang hired a lawyer Chiguang "de facto parent company and Sun Company" to describe the relationship between NVC Lighting Holdings Limited and NVC Lighting (China) Co., Ltd. "Although he (Wang Dongrei) is the largest shareholder of NVC Lighting Holdings Limited, in accordance with the company law and the relevant provisions of the Articles of Association and the Wang Dongrei to NVC lighting and Wu Changjiang signed agreements, they can not ultra vires NVC lighting day-to-day operation of interference, There is no direct control over the subsidiaries of the listed company which have actual production capacity and trademark rights. "" entrepreneurs and investors have such a big contradiction, first of all, that there are problems in the system design, followed by the management is not standardized, the company's general meeting, board and managers, the relationship between the various levels of the company did not straighten out. "Su Yonghua, president of the talent Management and Human Resources Consulting Group, said in an interview with the corporate observer. Wang Zhibin, a lawyer at Shanghai Jie law firm, argues that the NVC lighting dispute, for investors, should be in the prevention of the company's original team insider control arrangements, "pay attention to the legal framework to prevent such situations." Qian Cofeng, chairman of the Chinese capital, said that in the case of the company's board of Directors has issued a resolution, Wu Changjiang will be forcibly passed, if Wu Changjiang notHand over the official seal and rights, the court sued, the chance of losing a lot. In the 2012, Wu Changjiang in reviewing the second equity dispute, there was the following: "The dispute between the founder and investors in many places in the business philosophy and views of the differences, as long as the intention to communicate, mutual tolerance can be resolved." NVC for this pay the cost of tuition, I hope for more enterprises to be warned, less twists and turns. ”