On June 2, 2003, Wu Changjiang (right), then CEO of NVC Lighting, and Wang Donglei (left), chairman of NVC attended the annual meeting as a honeymoon.
"Wu Changjiang exactly is a what kind of person? Love NVC more than anyone, but sell all his shares in NVC? It is said that NVC is his child, but hollowing out NVC's money is illegal for his wife's real estate company and his own Enweixi factory.
Promise? It is said that the operator is his brother, but he has owed you hundreds of millions of loans for a long time. The board of directors hired him as CEO, removed him from his post, but occupied the company? I don't understand! "
On September 13, Wang Donglei, Chairman of NVC Lighting, frequently expressed his feelings in Sina Weibo. However, on 20 13 10, Wang Donglei still described his relationship with Wu Changjiang, the founder and then CEO of NVC Lighting: "I am lucky to meet Wu Changjiang! It's a perfect match for the two of us to work together. "
I don't want things to change Since August, this once "perfect match" has been repeatedly disputed and made public.
On August 8th, NVC Lighting held a conference call of the board of directors, and Wu Changjiang was removed from the post of executive director and CEO.
On August 29th, the shareholders' meeting of NVC Lighting dismissed the director Wu Changjiang and all the committees under the board of directors with 95.84% affirmative votes. However, Wu Changjiang believes that his shareholders' representatives failed to attend the meeting, and this result is not recognized.
This is the third time that Wu Changjiang has been pushed out of the board of directors since 1998 founded NVC Lighting. Even in today's increasingly frequent corporate control wars, the experience of NVC Lighting and Wu Changjiang is enough to attract enough attention. Moreover, in the process of the third NVC control dispute, there are too many bloody "plots".
On the afternoon of August 8th, that is, the afternoon when Wu Changjiang was dismissed as CEO, Wang Donglei appeared near Wu Changjiang's office. The video circulating on the Internet showed that there was physical contact at the scene, which alarmed the local police in Chongqing.
Since then, the two sides have accused each other of violating the rules or even breaking the law in the company's operation through press conferences, real name Weibo and other channels.
According to an interview with the reporter of Enterprise Observer, there may be doubts about the dispute between Wu and Wang. However, as the only person in China who was kicked out of his own enterprise three times, Wu Changjiang should reflect more on his own experience.
Chinese Academy of Social Sciences Institute of World Economics and Politics
Lu Tong, director of the Corporate Governance Research Center, said: "Generally speaking, China people are more sympathetic to entrepreneurs, but from the perspective of rules, we can't cover up the essence with emotional colors. NVC lightning storm is basically the style of entrepreneurs and heroes.
PE emphasizes the conflict between the idea of institutionalization and the standardization of enterprise operation. "Some experts say that it is not easy to see the right and wrong, but if we focus on basic business logic, we still have to distinguish and test it.
Measure several key issues.
Considerations 1:
Whose child is NVC?
The first key issue is that we should first find out whose child NVC lighting is, which is the basis of discussion. With this foundation, we can say who will listen to this battle first.
Wu Changjiang used to call NVC a cigarette lighter for his children.
20 13 On the eve of New Year's Day, Wu Changjiang responded to the cooperation with Dehao Runda (002005, Stock Bar) in Weibo, saying, "Please believe that no one loves NVC more than me, and I regard NVC as my own child." After falling out with Wang Donglei, he said, "He always regards the company as his own child, even to the point of selfishness".
Coincidentally, Wang Donglei also made a similar metaphor. 20 13, Wang Donglei said in public, "I am in this industry. I regard NVC as a child and regard it as a lifelong career. "
In this regard, Jipeng Wang, president of Renda Strategy Consulting Company, believes that economic issues should not be confused with morality and feelings. "The objective standard of company ownership should be equity."
The equity of NVC lighting has experienced a complicated change process. When Wu Changjiang met Wang Donglei, NVC Lighting was in the whirlpool of the second control dispute.
In 2005, due to different development concepts, Wu Changjiang parted ways with the other two founders of NVC Lighting and paid a "breakup fee" of 65.438+600 million yuan. Wu Changjiang, who couldn't get enough cash, turned to Liu Chuanzhi for help.
14 On August 4th, SoftBank Safran owned 35.438+0% equity of NVC Lighting for $22 million. At that time, Wu Changjiang held 40% of the shares.
In 2008, in order to acquire WorldCom Investment Co., Ltd., which belongs to the lighting industry, NVC Lighting, which was short of funds, raised funds again. In this financing, Softbank Safran reinvested100000 USD, and Goldman Sachs invested 36.56 million USD. At this time, Softbank Safran's shareholding ratio reached 36.05%, becoming the largest shareholder, and Wu Changjiang ranked the second largest shareholder with 34.4% of the shares.
On 2011July 2 1, NVC introduced French Schneider Electric as a strategic shareholder, and six shareholders including Softbank Safran, Goldman Sachs and Wu Changjiang transferred 288 million shares to Schneider. At this time, the shareholding ratio of Wu Changjiang (including his individual and through the wholly-owned company NVC) dropped to 17. 15%.
Wu Changjiang is not worried about the continued decline in equity. In his view, "investors including Goldman Sachs and Softbank Safran like me very much and speak highly of me. It is hard for them to find someone with such a good attitude, such dedication and such hard work as me. They agree with me very much and insist that I do NVC. "
Having said that, when Wu Changjiang realized that other major shareholders began to speak on the appointment and dismissal of personnel, he began to increase his stock through leverage. According to the data, from 2065438 to May 5, 2002, Wu Changjiang became the largest shareholder again with the ratio of 19%, which was only 0.52 percentage points higher than that of Softbank Safran, and its voice on the board of directors was still weak.
10 days later, that is, on May 25th, 20 12, NVC Lighting announced that Wu Changjiang had resigned as chairman, executive director and CEO of the company for personal reasons, and at the same time resigned as all members of the board of directors of the company. At the same time, Safran Asia and Schneider Zhang took over as chairman and CEO respectively.
Like the first time, with the support of dealers and suppliers, Wu Changjiang was able to return to NVC lighting. In order to solve the problem of the original shareholders, Wu Changjiang tried to introduce new investors.
After being introduced, Wu Changjiang found Wang Donglei. At that time, Dehao Runda, founded by Wang Donglei, had become an influential enterprise in the field of small household appliances, and was planning to transform into the LED industry.
201212 On February 5th, Wu Changjiang increased its shareholding in NVC Lighting to 22.07%. Two weeks later, Dehao Runda acquired 20.08% equity of NVC Lighting for HK$ 65,438+06.54 million, becoming the largest shareholder of NVC Lighting. At the same time, Wu Changjiang became the second largest shareholder of Dehao Runda through its offshore company NVC.
After the share swap, Wu Changjiang made a profit of about RMB 300 million, but its shares in NVC decreased to 6.79%.
Later, according to Wang Donglei, Wu Changjiang repeatedly sold his shares. "Now he has sold all his shares."
"Although he now claims that 2.74% of NVC lighting shares were purchased from the secondary market, and 5. 13% was mapped to NVC Holdings through Dehao Runda, we can't find any evidence." Late at night on September 19, the board of directors of NVC Lighting said in response to an interview with the reporter of Enterprise Observer.
Qian Xuefeng, chairman of Han Li Capital, believes that even if the shares held by Wu Changjiang are true, he is only a minority shareholder of NVC.
According to Huang Pei, managing partner of Hejun Venture Consulting Company, after Wang Donglei entered NVC Lighting, Wu Changjiang's shareholding ratio decided that he was more of a professional manager.
From this perspective, Wu Changjiang's claim that NVC has wiped out its children is acceptable from the emotional point of view, but it is difficult to understand from the perspective of market rules and jurisprudence. "China used to like to promote self-made and big.
Economists tend to sympathize with entrepreneurs. In fact, entrepreneurship needs the cooperation of many factors. Entrepreneurs are important factors, as are investors and capital. Emotional, biased and inappropriate. "Jipeng Wang said.
Consideration 2:
Who is more likely to be out of bounds?
According to general business logic, NVC lighting should be the responsibility of Wang Donglei. I believe there is no dispute about this. Then another important question is that the correct corporate governance boss and professional manager also have their own division of labor and boundaries, so who is more likely to be offside and out of bounds? Let's see what the two sides say about this first.
"I am the most valuable asset of NVC. Why is NVC lighting developing so fast? Why did you become the first in China for more than ten years? I must have something extraordinary, this is not blowing. " Today, Wu Changjiang is still like this.
To be fair, Wu Changjiang doesn't think he is too good. After all, he founded NVC Lighting, an influential enterprise in the international lighting industry. However, as the only time, China was expelled three times.
People who start their own companies should perhaps reflect on themselves in addition to praising themselves.
1At the end of 998, Wu Changjiang, his two high school classmates Hu Yonghong and the Governor jointly founded NVC Lighting. At first, Wu Changjiang's share was 45%, but later it was reduced to a three-person agreement.
After the development of enterprises, their ideas are obviously different. Wu Changjiang advocates continuing to expand the scale, while Hu Yonghong prefers to make money and pay dividends.
Looking back on years of cooperation, Hu Yonghong said, "Wu Changjiang's favorite book is Selected Works of Mao Zedong. He has always wanted to prove that he is a great man and can foresee the future from the beginning. "
Wu Changjiang admitted that he did violate the principles of the board of directors. "I don't want to communicate with them either, because I seem to find it difficult for us to communicate and everyone's ideas are different." "If you do one.
A business strategy, everyone can understand, is that still a strategy? If everyone understood my decision, there would be no NVC and Wu Changjiang today. "In Wu Changjiang's view, this is not willfulness." I think it is self-confidence. "
The contradiction could not be reconciled, and the three of them parted ways. Wu Changjiang has introduced financial investors.
Although Wu Changjiang was not the largest shareholder during his cooperation with SoftBank Safran, he did not want to be manipulated.
According to the available data, in 20 1 1 year, in order to enjoy the preferential policy of attracting investment from Chongqing, Wu Changjiang proposed to move NVC lighting headquarters to Chongqing, but it was rejected by the board of directors. At that time, the board of directors only agreed to set up a sales company in Chongqing with an investment of 200 million yuan. However, the condition offered by Chongqing is that it must invest 654.38 billion yuan to give many preferential policies such as taxation.
According to Wu Changjiang, in order not to violate the provisions of the board of directors, but also to meet local needs, he found a third-party company (Hong Kong Wuji Lighting Co., Ltd.) to invest. In this process, NVC is nothing.
The pole provides guarantee, and the latter provides counter-guarantee for the former with the completed building. In 20 12, Wu Changjiang renamed Chongqing NVC industrial co., ltd as "NVC lighting (China) co., ltd", and Chongqing company became a thing.
Actual NVC lighting headquarters.
The board of directors at that time did not know about this. Yan Yan, the then chairman, once expressed strong dissatisfaction with this behavior: "When you go home, you find that your home is gone, which is like your family moving away without consulting you."
After being eliminated for the second time, Wu Changjiang, supported by many parties, returned to NVC lighting. To this end, Yan Yan put forward three conditions, such as handling all related transactions that are not allowed by the regulatory rules of listed companies and strictly abiding by the resolutions of the board of directors.
However, after taking office, Wang Donglei believed that Wu Changjiang had not kept the above commitments.
In an interview with Enterprise Observer, Wang Donglei said that the trigger for Wu Changjiang's dismissal was to discover that he had granted the right to use corporate brands to three companies for 20 years without the approval of the board of directors, and all three companies had deep ties with Wu Changjiang.
According to the announcement issued by NVC Lighting, Wu Changjiang revealed to the members of the board of directors that he is the legal representative of Huizhou NVC Optoelectronics Technology Co., Ltd. (hereinafter referred to as "NVC Optoelectronics"), a wholly-owned subsidiary of NVC Lighting, and
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 Sheng Di Aisi Lighting Co., Ltd. (hereinafter referred to as "Sheng Di Aisi").
A licensing agreement was signed, granting three companies the right to use the NVC brand within 20 years.
According to public information, the major shareholder of the first two companies is Wu Changjiang's mother-in-law Chen Min, and the major shareholder of the latter is Wu Changjiang's father-in-law Wu Xianming.
Wu Changjiang's explanation is that these companies have been allowed to use NVC trademarks for compensation before Wang Donglei entered, and they have been announced, and now it is only a legal continuation. The trademark license fees paid by them eventually become the performance of listed companies. "Whether it has anything to do with me or not, as long as it meets the market fair conditions, the board of directors should give a fair evaluation."
However, the annual report of NVC Lighting 20 13 shows that the brand use time of three companies, such as Shandong NVC, is 20 13 -20 15, not 20 years as Wu Changjiang said.
There is another one that Wang Donglei cannot tolerate. He said that Wu Changjiang has been hollowing out the company through two newly established departments, namely, the contract energy management department (EMC) and the big project department. "Within a year.
The staff of these two companies have doubled, just like the headquarters, with 300 people, all of whom are Wu's cronies, hollowing out the profits of the sales side. "Wu Changjiang thinks this is slander.
In addition, the two sides were entangled in gambling debts, and Wang Donglei thought that he could not bear it, and removed Wu Changjiang from all his posts through the board of directors. Wang Donglei reflected that its cooperation with Wu Changjiang was too hasty. "There was no time to do due diligence at the time."
In this regard, Su Yonghua, president of Nomstar, said in an interview with Enterprise Observer that both investors and entrepreneurs should do their homework in advance when choosing partners, "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, "Why don't private enterprises in China do much? It has a lot to do with the institutionalized and transparent management of enterprises ... I believe that Mr. Wu himself will also learn lessons and complete the transformation from a savage hero to a mature and self-disciplined modern enterprise manager. "
Wu Changjiang's view is the opposite: "I believe in great human governance, not hypocritical contractual spirit." He even told the media: "I will go back to NVC tomorrow, and I can call everyone in the supply chain tomorrow. I just have this ability, do you believe it? "
The fact that he resigned twice and returned to his post also proves that Wu Changjiang really has high prestige in NVC lighting industry. However, prestige does not necessarily come entirely from personality charm.
On August 4th, 20 12, 12, in the investigation result of the incident by the Independent Investigation Committee of NVC Lighting Board, Wu Changjiang admitted that during the initial public offering of NVC Lighting, he helped some employees and dealers to buy stocks in large quantities, and the employees and dealers remitted money to his private account. In addition, Wu Changjiang also admitted that he got a personal loan from the dealer.
Li Changan (blog, Weibo), an associate professor of university of international business and economics School of Public Administration, told the reporter of Enterprise Observer that if entrepreneurs want to live in harmony with investors, they must not use personal charm and rule of man to replace the awe and implementation of the system. "The system is always more reliable than people."
Therefore, some experts think that there may be some irregularities in Wang Donglei, but at present, this information has not been fully exposed. But at least Wu Changjiang's problem is obvious: almost all his partners don't get along well. At least this is not the job of a professional manager.
Consideration 3:
Why are business rules still absent?
Why is it so difficult to remove a CEO? This is a problem that exists in many enterprises in China in recent years, from Wang Zhidong in the news to Chen Xiao in Gome.
Today's Wu Changjiang ... Experts believe that this may indicate that China's commercial society is still in the age of ignorance, and the rules of true civilization are "false and useless", at least not observed by some people. "Make a comparison.
Fang, the owner doesn't want the manned operation, and the manned calls on the man to occupy the owner's assets and not return them. The current shareholders' meeting is a bitter subject. "Wang Donglei described the stalemate between the two sides.
On July 5th, 20 14, NVC Lighting announced that Wu Changjiang resigned as a director of the subsidiary of NVC Lighting 10. Among them, Wang Donglei took over as the new chairman of Huizhou NVC Optoelectronics and NVC Lighting (China). In this regard, Wu Changjiang responded that he was on a business trip in New Zealand at that time, and the board of directors only informed him by email.
Later, after the board of directors dismissed Wu Changjiang as CEO, Wang Donglei took him to Wu Changjiang's office. "Yes, that's what I arranged. I'm afraid he ran away and messed up the official seal. I am afraid. " Wang Donglei said.
Wu Changjiang believes that the temporary notice of the board of directors did not inform the meeting topics in advance, which is not in line with the articles of association of NVC Lighting listed companies. However, the articles of association of NVC lighting listed companies do not clearly stipulate how to hold board meetings.
At present, the Wanzhou base of NVC lighting is still under the actual control of Wu Changjiang. According to the temporary headquarters of NVC Huizhou, on the afternoon of September 14, NVC Wanzhou Factory "used abnormal sales management channels" to light up six trucks.
After the finished products leave the factory, the other party dispatched a large number of personnel to beat the management personnel appointed by NVC Holdings. Wang Donglei believes that these dealers may be creditors of Wu Changjiang and have been unable to pay for the goods. Wu Changjiang's move is listing.
The company's assets were liquidated.
Wu Changjiang's evidence is that the industrial and commercial archives of Chongqing Administration for Industry and Commerce show that Wu Changjiang is still the legal representative and chairman of NVC Lighting (China) Co., Ltd. and Chongqing NVC Lighting Co., Ltd.
Wu Changjiang's lawyer, Kuan-Yau Hew.
The relationship between NVC Lighting Holdings Limited and NVC Lighting (China) Limited is described as "the de facto parent company and Sun Company". "Although he (Wang Donglei) is the largest shareholder of NVC Lighting Holdings Co., Ltd., according to
According to the Company Law and the articles of association of each company, as well as the agreement signed between Dehao Runda and Wang Donglei on NVC lighting and Wu Changjiang, it is not allowed to interfere with the daily operation of NVC lighting beyond its authority.
Domestic subsidiaries with actual production capacity and trademark rights have no direct control. "
"Such a big contradiction between entrepreneurs and investors first shows that there is a problem with system design, and secondly shows that management is not standardized. The relationship between shareholders' meeting, board of directors and management, and the relationship between all levels of the company have 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 of Shanghai Jiesai Law Firm, believes that for investors, NVC lighting disputes should be arranged in advance to prevent insiders from controlling the founding team of the company. "We should pay attention to preventing this under the legal framework."
Qian Xuefeng, chairman of Han Li Capital, predicted that if the board of directors issued a resolution, Wu Changjiang would be forced to pass it. If Wu Changjiang doesn't hand over his official seal and rights, he will be sued by the court, and the probability of losing the case is very high.
In 20 12, when reviewing the second equity dispute, Wu Changjiang had the following feelings: "Many disputes between founders and investors are differences in business philosophy and viewpoints, which can be completely solved as long as they communicate with each other attentively and tolerate each other. NVC paid tuition for this, hoping to warn more enterprises and reduce some twists and turns. "