Whose child is NVC Lighting? Who has the final say? In correct corporate governance, bosses and professional managers also have divisions of labor and boundaries. Who is more likely to be offside and play ball? Out of bounds? Is the Chinese business world still in the reckless era of "personal heroism"? This is an issue that needs to be concerned about in the dispute between Wu Changjiang and Wang Donglei

On June 21, 2013, Hong Kong, then Ren Lei Wu Changjiang (right), CEO of NVC Lighting, and Wang Donglei (left), chairman of NVC, attended the annual meeting, which was like a honeymoon.

"What kind of person is Wu Changjiang? He loves NVC more than anyone else. But he sold all the NVC shares he held? He said that NVC was his child, but he used NVC's money to provide guarantees for his wife's real estate company and his own Enwixi factory that violated regulations

?He said that the operator was his brother, but he owed everyone hundreds of millions in loans and had not repaid them for a long time? The board of directors hired him as CEO and removed him from his position, but he occupied the company and refused to leave? I don’t understand!"

< p>On September 13, Wang Donglei, chairman of NVC Lighting, frequently expressed emotion on Sina Weibo. However, in an interview with the media in October 2013, Wang Donglei still described his relationship with Wu Changjiang, the founder and then CEO of NVC Lighting: "It was my destiny to meet Wu Changjiang! The two of us joined hands. , It’s a perfect match.”

I don’t want things to change. Since August, the once "perfect couple" have had frequent disputes, which have been made public.

On August 8, NVC Lighting held a board of directors conference call, and Wu Changjiang was removed from his position as executive director and CEO.

On August 29, the NVC Lighting shareholders’ meeting voted in favor of 95.84% to remove Director Wu Changjiang and all subordinate committees of the board of directors from all positions. Wu Changjiang believed that his shareholder representatives failed to attend the meeting and did not recognize the result.

This is the third time that Wu Changjiang has been kicked out of the board of directors since he founded NVC Lighting in 1998. Even today, when corporate control wars are becoming more and more frequent, the experiences of NVC Lighting and Wu Changjiang are enough to attract enough attention. Moreover, the third battle for control of NVC was filled with too many "dramas" that were almost bloody.

On the afternoon of August 8, the same day that Wu Changjiang was dismissed as CEO, Wang Donglei appeared near Wu Changjiang’s office. Videos circulating online showed physical contact taking place at the scene, alarming the local police in Chongqing.

Since then, both parties have accused each other of violating regulations or even breaking the law in company operations through press conferences, real-name Weibo and other channels.

An interview with a reporter from Enterprise Observer found that Wang Donglei may have done something improper in the dispute between Wu and Wang. However, as the only person in the country who has been kicked out of the company he founded three times, Wu Changjiang should pay more attention to Reflect on your own experiences.

Lu Tong, director of the Corporate Governance Research Center of the Institute of World Economics and Politics, Chinese Academy of Social Sciences, said: “Generally, Chinese people are more sympathetic to entrepreneurs, but from the perspective of rules, , The essence cannot be concealed with emotional color. The NVC Lighting crisis is fundamentally a conflict between the heroic style of entrepreneurs and the concept of institutionalized and standardized corporate operations emphasized by PE. "Some experts said that it depends on the situation. It is not easy to clarify the rights and wrongs here, but if you focus on the basic business logic, you should still identify and consider several key issues.

Consideration 1:

Whose child is NVC?

The first key question should be clarified in this battle. Whose child is NVC Lighting? This is the basis for discussion. With this basis, we can say who should listen to whom first in this battle.

Wu Changjiang is accustomed to calling NVC Lighting his child. This was true in the past and is true now.

On the eve of New Year’s Day in 2013, Wu Changjiang responded to the cooperation with Dehao Runda (002005, Stock Bar) on Weibo and said, “Please believe that no one loves NVC more than me. I regard NVC as a Scholars are like their own children." After falling out with Wang Donglei, he said that he "always treats the company as his own child, to the point of being selfish."

Coincidentally, Wang Donglei also made a similar metaphor. In 2013, Wang Donglei said in public, “I am in the industry, and I raise NVC as my child and as my lifelong career.

"

In this regard, Wang Jipeng, president of Renda Strategy Consulting Company, believes that economic issues should not be confused with morality and emotions. "The objective standard for company ownership should be equity. ”

NVC Lighting’s equity has gone through a complicated process of change. When Wu Changjiang met Wang Donglei, NVC Lighting was in the vortex of the second battle for control.

In 2005, due to inconsistent development concepts, Wu Changjiang parted ways with the other two founders of NVC Lighting and paid a "breakup fee" of 160 million yuan. Unable to come up with enough cash, Wu Changjiang sought help from many sources and also approached Liu Chuanzhi for help. .

On August 14, 2006, SoftBank SAIF owned 35.71% of NVC Lighting at a price of US$22 million. At that time, Wu Changjiang held 40% of the shares. In 2008, in order to acquire WorldCom Investment Co., Ltd., which was also in the lighting industry, NVC Lighting, which had insufficient funds on hand, raised funds again. In this financing, SoftBank SAIF invested another US$10 million, and Goldman Sachs invested US$36.56 million. Fu's shareholding ratio reached 36.05%, becoming the largest shareholder, and Wu Changjiang ranked as the second largest shareholder with 34.4% of the shares.

On July 21, 2011, NVC introduced French Schneider Electric as a strategy. Six major shareholders, including SoftBank SAIF, Goldman Sachs and Wu Changjiang, simultaneously transferred 288 million shares to Schneider. At this time, Wu Changjiang's shareholding ratio (including his own and the total shareholding through his wholly-owned company NVC) decreased. to 17.15%.

Wu Changjiang is not worried about the continuous decline in equity. In his view, “Investors including Goldman Sachs and SoftBank SAIF like me very much and think highly of me. It is difficult for them to find someone like me who has such a good attitude, is so dedicated to his duties, and works so hard. They recognized me very much and insisted that I be a NVC. ”

Having said that, when Wu Changjiang realized that other major shareholders began to speak in terms of personnel appointments and removals, he began to increase his stock holdings through leverage. Information shows that on May 15, 2012, Wu Changjiang Lei became the largest shareholder again with a ratio of 19%, only 0.52 percentage points higher than SoftBank SAIF.

Ten days later, on May 25, 2012, Lei still had a weak voice on the board of directors. Shishi Lighting announced that Wu Changjiang resigned as chairman, executive director and CEO of the company due to personal reasons, and resigned as all members of the company's board of directors. At the same time, Yan Yan from SAIF Asia and Kaikai Peng from Schneider succeeded as chairman and chief executive respectively. Executive.

As with the first time, Wu Changjiang was able to return to NVC Lighting with the support of dealers, suppliers, etc. In order to solve the original shareholders who had caused trouble for him, Wu Changjiang tried. Introducing new investors.

After being introduced, Wu Changjiang found Wang Donglei. At that time, Dehao Runda founded by Wang Donglei had become an influential company in the field of small household appliances and was planning to transform into the LED industry. .

On December 5, 2012, Wu Changjiang increased his stake in NVC Lighting to 22.07%. Two weeks later, Dehao Runda acquired 20.08% of NVC Lighting for a total of HK$1.654 billion. shares, becoming the largest shareholder of NVC Lighting. At the same time, Wu Changjiang invested in Dehao Runda through his offshore company NVC and became its second largest shareholder.

After the share exchange transaction, Wu Changjiang received approximately 300 million yuan in revenue, but his stake in NVC was reduced to 6.79%.

Afterwards, according to Wang Donglei, Wu Changjiang repeatedly sold his shares, "Now. He has sold all his shares. ”

“Although he now claims that he still has 2.74% of NVC Lighting shares purchased from the secondary market and 5.13% mapped to NVC Holdings through Dehao Runda, we cannot find out. any evidence. " Late at night on September 19, the NVC Lighting board of directors said in response to an interview with a reporter from Enterprise Observer.

Qian Xuefeng, chairman of Hanli Capital, believes that even if it is true that Wu Changjiang holds shares in Lei Huang Pei, managing partner of Hejun Entrepreneurship Consulting Company, believes that after Wang Donglei entered NVC Lighting, the proportion of shares held by Wu Changjiang has determined more of his shares. He is a professional manager.

From this point of view, Wu Changjiang calls NVC Lighting his child. It is acceptable from an emotional point of view, but it is difficult from the perspective of market rules and legal principles. understand.

"China once liked to promote self-made people, and everyone tended to sympathize with entrepreneurs. In fact, entrepreneurship requires the cooperation of many factors. Entrepreneurs are an important factor, and investors and capital are also important factors. It is not advisable to be emotional. There are It's biased," Wang Jipeng said.

Consideration 2:

Who is more likely to hit the ball out of bounds?

According to general business logic, Wang Donglei should have the final say in NVC Lighting. I believe this is not controversial. Then another important question is that correct corporate governance bosses and professional managers also have divisions of labor and boundaries. So who is more likely to be offside and play out of bounds? Let's first see what both sides say about this.

“I am NVC’s most valuable asset. Why does NVC Lighting develop so fast? Why has it been ranked number one in China for more than ten years? I must be outstanding, and this is not just bragging. "To this day, Wu Changjiang still expresses his feelings in this way. To be fair, it is not too much to think that Wu Changjiang is superior. After all, he founded NVC Lighting, an influential company in the international lighting industry. However, as the only person in China who has been expelled from the company he founded three times, perhaps he should have some reflections while praising himself.

At the end of 1998, Wu Changjiang and his two high school classmates Hu Yonghong and Du Gang jointly founded NVC Lighting. Initially, Wu Changjiang's shareholding was 45%, which was later reduced to a consensus of three people.

After the development of the enterprise, the three people had obvious differences in their concepts. Wu Changjiang advocated continuing to expand the scale, while Hu Yonghong was more inclined to make money and share dividends.

When looking back on that period of cooperation, Hu Yonghong said, "Wu Changjiang's favorite book to read is "Selected Works of Mao Zedong". He has always wanted to prove that he is a great man, and he can foresee it from the beginning. It will be the same in the future."

Wu Changjiang admitted that he did violate the principles of the board of directors at the time, "I didn't want to communicate with them because I seemed to think that it was very difficult for us to communicate and everyone had different ideas." "If you formulate it.

If everyone can understand a business strategy, is it still called a strategy? If everyone understood my decision-making, there would be no NVC and Wu Changjiang today. "In Wu Changjiang's view, This is not stubbornness, "I think it is self-confidence."

When the conflicts could not be reconciled, the three of them parted ways. Wu Changjiang introduced financial investors.

Although Wu Changjiang was no longer the largest shareholder during his cooperation with SoftBank SAIF, he was not willing to be manipulated.

Existing information shows that in 2011, due to Chongqing’s preferential investment policies, Wu Changjiang proposed to move the headquarters of NVC Lighting to Chongqing, but it was rejected by the board of directors. At that time, the board of directors only agreed to establish a sales company in Chongqing with an investment amount of 200 million yuan. However, Chongqing's condition is that it must invest 1 billion yuan before it can provide many preferential policies such as taxation.

According to Wu Changjiang, in order not to violate the regulations of the board of directors and to meet local needs, he found a third-party company (Hong Kong Wuji Lighting Co., Ltd.) to invest. During this process, NVC provided a guarantee for Wuji, and the latter provided a counter-guarantee for the former with the completed building. In 2012, Wu Changjiang changed the name of Chongqing NVC Industrial Co., Ltd. to "NVC Lighting (China) Co., Ltd.", and the Chongqing company became the de facto headquarters of NVC Lighting.

The board of directors at the time was unaware of this. Yan Yan, the then chairman, once expressed strong dissatisfaction with this behavior: "When you go home and find that your home is gone, it's like your family moved away without consulting you."

< p>After being eliminated for the second time, Wu Changjiang, who received support from many parties, returned to NVC Lighting. To this end, Yan Yan proposed that all related transactions not allowed under the regulatory rules of listed companies must be properly handled and three conditions must be strictly abided by board resolutions.

However, after Wang Donglei took over, he believed that Wu Changjiang had not kept the above commitment.

Wang Donglei said in an interview with Enterprise Observer that the trigger for Wu Changjiang’s dismissal was the discovery that he had granted the right to use corporate brands to three companies for 20 years without the approval of the board of directors. These three companies are closely related to Wu Changjiang.

According to the announcement issued by NVC Lighting, Wu Changjiang revealed to the board members that he serves as the legal representative of Huizhou NVC Optoelectronics Technology Co., Ltd. (hereinafter referred to as "NVC Optoelectronics"), a wholly-owned subsidiary of NVC Lighting "), together with Shandong NVC Lighting Development Co., Ltd. (hereinafter referred to as "Shandong NVC"), Chongqing Enweixi Industrial Co., Ltd. (hereinafter referred to as "Chongqing Enweixi") and Zhongshan Holy Land Aisi Lighting Co., Ltd. (hereinafter referred to as "Shengdi Aisi") each signed a license agreement, granting three companies the right to use the NVC brand for a period of 20 years.

Public information shows that the major shareholder of the former two is Wu Changjiang’s mother-in-law Chen Min, and the latter’s major shareholder is Wu Changjiang’s father-in-law Wu Xianming.

Wu Changjiang’s explanation is that these companies had been allowed to use the NVC trademark for a fee before Wang Donglei entered, and they had already announced it, and now it is only a legal continuation. The trademark licensing fees it paid eventually became the performance of the listed company. "Whether it has anything to do with me or not, as long as it meets market fairness conditions, the board of directors should give a fair evaluation."

However, the 2013 annual report of NVC Lighting shows that the brand usage time of three companies including Shandong NVC is 2013-2015 is not the 20 years Wu Changjiang said.

There is another thing that Wang Donglei cannot tolerate. He said that Wu Changjiang continued to hollow out the company through two newly established business divisions, the Energy Management Contract Division (EMC) and the Large Project Division. "Within one year

The staffing of these two companies has doubled. It is the same as the NVC headquarters, with 300 people. They are all Wu's trusted supervisors, and they use the sales side to drain profits." Wu Yangtze River believes this is slander.

Coupled with the entangled gambling debt incident between the two parties, Wang Donglei believed that he could not bear it anymore and dismissed Wu Changjiang from all positions through the board of directors. Wang Donglei reflected that the initial cooperation with Wu Changjiang was too hasty and "there was no time to do due diligence at the time."

In this regard, Su Yonghua, president of Nomstar General Division, said in an interview with a reporter from Enterprise Observer, Whether you are an investor or an entrepreneur, when choosing a partner, you should do enough homework in advance, "especially the investigation and understanding of key people, because the cooperation of enterprises is often the cooperation of key people."

After falling out with Wu Changjiang, Yan Yan said: "The reason why China's private enterprises cannot become big has a lot to do with the institutionalization and transparent management of enterprises... I believe Mr. Wu himself will learn lessons and complete the transformation from a reckless hero to a mature one." , the transformation of self-disciplined modern enterprise managers."

Wu Changjiang's view is diametrically opposed to this: "I believe in great human governance, not a hypocritical contract spirit." He even told the media: " I will go back to NVC tomorrow and I can gather all the people in the supply chain together tomorrow. I have this ability, do you believe it?"

The fact that Wu Changjiang was dismissed and then reset again also proves that Wu Changjiang is still here. NVC Lighting does have a high prestige from top to bottom. However, prestige does not necessarily come entirely from charisma.

On August 14, 2012, in the investigation results of the incident by the NVC Lighting Board Independent Investigation Committee, Wu Changjiang admitted that he had assisted some employees and dealers in purchasing NVC Lighting during its first IPO. A large amount of stock, employees and dealers wired money into his personal account. In addition, Wu Changjiang admitted that he obtained personal loans from dealers.

Li Changan (blog, Weibo), associate professor at the School of Public Management at the University of International Business and Economics, told a reporter from the Enterprise Observer that if entrepreneurs want to live in harmony with investors, they must not use personal charm and humane governance. Replace the respect and implementation of the system. "The system is always more reliable than people."

Therefore, some experts believe that maybe Wang Donglei also has some unethical ways of doing things, but the current information in this regard is not fully exposed. But at least Wu Changjiang's problem is relatively obvious: he can't get along with almost all his partners. At least this is not what a professional manager should do.

Consideration 3:

Why are there still no rules in the business world?

Why is it so difficult to remove a CEO? This is a problem that has occurred in many Chinese companies in recent years. News' Wang Zhidong, to Gome's Chen Xiao,

to today's Wu Changjiang... Experts believe that this may indicate that China's business world is still in a reckless era, and the rules of real civilization appear to be "false and false." Useless” is still not followed by at least some people.

"For example, the boss no longer wants the shopkeeper to run the business. The shopkeeper calls on the shopkeepers to occupy the boss's assets and refuse to pay them back. The current shareholders' meeting is the boss who is struggling." Wang Donglei described the stalemate between the two parties. state.

On July 15, 2014, NVC Lighting announced that Wu Changjiang would withdraw from the directorship of 10 subsidiaries of NVC Lighting. Among them, Wang Donglei was appointed as the new chairman of Huizhou NVC Optoelectronics and NVC Lighting (China). In response, Wu Changjiang said that he was on a business trip in New Zealand at the time, and the board of directors only informed him of the matter by email.

Afterwards, after the board of directors dismissed Wu Changjiang as CEO, Wang Donglei led people into Wu Changjiang's office. "Yes, that's how I arranged it. I'm afraid that he will run away and use the official seal to do messy things. I'm afraid." Wang Donglei said.

Wu Changjiang believes that this time the board of directors gave a temporary notice in advance and did not inform the meeting agenda, which was inconsistent with the company's articles of association-but the articles of association of NVC Lighting listed companies did not explicitly stipulate how the board of directors meeting should be held.

Currently, NVC Lighting’s Wanzhou base is still under the actual control of Wu Changjiang. NVC Huizhou Temporary Headquarters stated that on the afternoon of September 14, NVC Wanzhou Factory transported 6 trucks of finished lighting

to the factory "through abnormal sales management channels", and pointed out that the other party dispatched a large number of personnel to beat NVC The operating management personnel appointed by the holding company. Wang Donglei believes that these dealers may be Wu Changjiang's creditors and are no longer able to pay the goods. Wu Changjiang's move is to use the assets of the listed company to pay off the debts.

The evidence Wu Changjiang provided for this is-the industrial and commercial files of Chongqing Municipal Administration for Industry and Commerce show that Wu Changjiang is still the legal representative of NVC Lighting (China) Co., Ltd. and Chongqing NVC Lighting Co., Ltd. , Chairman.

Qiu Guangyao, the lawyer hired by Wu Changjiang

described NVC Lighting Holdings Co., Ltd. and NVC Lighting (China) Co., Ltd. as "the de facto parent company and subsidiary company" relationship. "Although he (Wang Donglei) is the largest shareholder of NVC Lighting Holdings Co., Ltd., in accordance with the relevant provisions of the Company Law and the articles of association of each company and Dehao Runda and Wang Donglei's influence on NVC Lighting and Wu Changjiang According to the signed agreement, they cannot exceed their authority to interfere with the daily business operations of NVC Lighting, and they have no direct control over the listed company's domestic subsidiaries with actual production capacity and trademark rights. ”

“The occurrence of such a big contradiction between entrepreneurs and investors first shows that there are problems in the system design, and secondly that the management is not standardized enough. The relationship between them has not been straightened out," Su Yonghua, president of Nomstar, a talent management and human resources consulting group, said in an interview with Enterprise Observer.

Wang Zhibin, a lawyer at Shanghai Jiesai Law Firm, believes that in the NVC Lighting dispute, investors must make pre-arrangements to prevent insider control of the company’s founding team. “We must pay attention to the legal framework to prevent such situations.”

Qian Xuefeng, chairman of Hanli Capital, predicted that if the company’s board of directors has issued a resolution, it will be forcibly passed if Wu Changjiang objects no matter how hard he opposes it. If Wu Changjiang does not hand over his official seal and rights, he will be punished. If you sue in court, you have a high chance of losing.

In 2012, when reviewing the second equity dispute, Wu Changjiang had the following emotion: "Many of the disputes between founders and investors are differences in business philosophy and opinions. As long as NVC has paid the price for this and hopes to serve as a warning to more companies to avoid any setbacks."