Dehao Runda "reverse attack" NVC lighting competition Fushengsheng and other injuries?

In the last few days of 2012, NVC Lighting (02222.HK) and Dehao Runda (002005.SZ) announced at the same time that the two parties reached a substantial cross-market “replacement” plan.

In the plan, Wu Changjiang sold most of the shares of NVC Lighting to Dehao Runda; Dehao Runda plus the shares already held will become the largest shareholder of NVC Lighting, and Wu Changjiang will retreat to the first At the same time, Dehao Runda directed the release to Wu Changjiang, and then Wu will become the second largest shareholder of Dehao Runda.

In addition, Wu Changjiang also gave Dehao Runda an irrevocable priority transfer right. Dehao Runda has the right to buy the remaining shares of NVC in Wu Changjiang at the agreed price at any time in the future.

For a time, the industry is at a loss. Wu Changjiang PK阎焱 (founding partner of Safran Asia), which lasted for half a year last year, Wu Changjiang showed strong strength to “extraordinary land” for external investment institutions such as Safford Asia. A PE person said that he did not believe Wu Changjiang Will be so refreshed to withdraw from NVC lighting, "May Wu want to use this to force away Yan Yan and Schneider, he is not the best at this way to retreat?"

Xu Fengyun, a former vice president who resigned from NVC Lighting, denied this speculation: "Wu is always the layout of NVC in LED. NVC is slow in LED development and the situation is very serious. Wu is purely for LEDs. All downstream is open."

In any case, according to the official reply of Dehao Runda, Wu Changjiang will continue to take control of NVC Lighting and may enter the board of DHL Runda.

Dehao Runda "reverse attack" NVC lighting
The relationship between Wu Changjiang and Dehao Runda was the earliest evidence. In November 2012, Dehao Runda signed an agreement with a Canadian company controlled by Wu Changjiang. Within three years, Dehao Runda provided LED lighting to the company. Products and services, the latter promises to purchase LED lighting products of not less than 25 million US dollars per year from Dehao Runda.

Subsequently, a series of actions on both sides was dazzling: from December 11 to 21, 2012, Dehao Runda quickly bought about 260 million shares of NVC lighting in the open market, with a total price of about 700 million Hong Kong dollars, and quickly held NVC. 8.24% equity in lighting.

On December 27, NVC Lighting and Dehao Runda both announced that Wu Changjiang intends to transfer 373 million shares of NVC Lighting or 11.81% of the shares to Dehao Runda at a price of HK$2.55 per share, totaling 950 million. Hong Kong dollar. At the same time, Dehao Runda is equivalent to an option: at any time, at the price of 2.95 Hong Kong dollars per share to buy the remaining 6.79% of NVC lighting shares of Wu Changjiang, a total of 633 million Hong Kong dollars.

Dehao Runda will be issued to the major shareholder Wuhu Dehao Investment (full name "Wuhu Dehao Investment Co., Ltd.") and Wu Changjiang, they will subscribe for 100 million shares and 130 million shares, respectively, priced at 5.86 yuan per share. If this private placement is successfully completed, the shares of Dehao Runda held by Wuhu Dehao Investment and Wu Changjiang are 24.73% and 9.3%, respectively, ranking the first and second largest shareholders.

In other words, Wu Changjiang will invest 762 million yuan, and his cash obtained from the sale of 11.81% of NVC Lighting is roughly equal to Wu Changjiang's 11.81% stake in NVC, and a 9.3% stake in DHL Runda. At the same time give up the status of NVC Lighting's major shareholder, and then offer an indefinite option.

The actual controller of Dehao Runda, Wang Donglei, actually paid cash of HK$700 million and 586 million yuan, or less than 1.2 billion yuan, becoming the largest shareholder of NVC Lighting, thus obtaining a very scarce resource in the LED field. The channels that lighting has.

A VC fund partner analyzed: "LED products will eventually be sold in the terminal. Aside from the price, the downstream channels will be a good choice for companies that make LED chips and products. But I personally feel that For NVC Lighting, this conversion is not a good choice. He will continue to do the brand, channel, lighting engineering, lighting project is enough, what lights do not have to sell from here? LED production capacity is serious Excess, why bother to get some production capacity? NVC lighting does not need to be placed upstream of the LED. Finally, the LED products sold in its channel must have lower production costs than its own production, and overcapacity is like this."

The aforementioned PE people also pointed out: "From the transaction price, it is also a good deal of Dehao Runda. At present, NVC Lighting's price-earnings ratio is only about 10 times; Dehao Runda does not count government subsidies, the price-earnings ratio is more than 40 times. But Wu Changjiang will not To do the sale of the loss, perhaps he did so, he did not hesitate to squeeze out Saifu and Schneider. The most passive thing is that Wu Changjiang went out anyway."

The reporter once had a text message, and Xu Mingyin, the managing director of the Direct Investment Department of Goldman Sachs (Asia), did not reply. Xu Mingyin said that he would not comment. According to the latest public information, Safran Asia and Goldman Sachs are currently holding direct shares, holding 18.33% and 5.6% of the shares of NVC.

After the entry of Dehao Runda, it will definitely change the current board of directors of NVC Lighting. In the long internal battle between Wu Changjiang and the investment institutions, many board members resigned, including Xu Mingyin, who was stationed on the board by Goldman Sachs. By the end of August last year, the number of NVC lighting board members fell to five. At that time, the reporter asked if he would let Wu Changjiang return to the NVC lighting board. He said that at present, the number of directors of NVC Lighting has not reached a quorum. After the number of people has been completed, it is possible to vote on whether Wu Changjiang returns.

At the beginning of September last year, Wu Changjiang returned to NVC Lighting and served as the head of the “temporary operation committee”, which was equivalent to presiding over NVC Lighting. In November last year, NVC Lighting added two independent directors and the number of directors rose to seven. However, non-independent directors have been “maintaining the original judgment” and Wu Changjiang has been outside the board of directors. There are four non-independent directors, namely, Lin, Lin Heping, Zhu Hai and Mu Yu. Yan Helin Peace is the representative of Safran Asia. Zhu Hai is the representative of Schneider, and all three are non-executive directors; Wu Yuyi is an executive director and is the representative of NVC Lighting Management. He is regarded as Wu Changjiang’s “嫡系”.

It is not known whether Wu Changjiang chose to exchange shares with Dehao Runda, whether he has been blocked from outside the board of directors.

Safari Goldman and other "injured"?

“Mr. Wu Changjiang is the founding shareholder and former chairman of NVC Lighting. We support Mr. Wu Changjiang’s return to NVC Lighting’s board of directors and management. This is based on the needs of NVC Lighting’s operation and development. From the perspective of cooperation and common development with NVC Lighting, I believe that Mr. Wu Changjiang may participate in the management of DHL Runda and even enter the company's board of directors."

On the first working day of 2013, Dehao Runda’s secretary-general Deng Fei told reporters. Subsequently, he described the vision of cooperation between Dehao Runda and NVC Lighting: "We believe that China's LED lighting market is starting, and Dehao Runda will control the LED lighting of Dehao Runda by leading the operation of NVC Lighting. The advantages of packaging, lighting and lighting production capacity will be fully realized. We will put the LED products of “Make in Dehao Runda + NVC brand” to the whole lighting market. Dehao Runda will eventually become the LED industry by occupying market share. In fact, the standard. The LED industry will also move from now on to the orderly competition or monopoly dominated by large companies."

Deng Fei’s statement is quite consistent with Xu Fengyun’s statement. But will this vision be achieved smoothly, or will it look "beautiful?"

A private equity fund who has been paying attention to the LED industry pointed out: "The majority shareholder of Dehao Runda is well versed in the rules of the game in the capital market. He only got involved in the LED industry in 2009, knowing how to use the least amount of his own funds to incite big funds to develop. The new business also knows how to cooperate with the speculators in the secondary market to make announcements, so that they push the stock price up."

In 2010 and the first half of 2012, Dehao Runda completed two private placements. The two financings were more than 1.5 billion RMB, and the main investment was in the LED field. In the fundraising in 2010, the target of targeted issuance was mainly It is an investment platform for Wuhu Municipal Government and a local state-owned venture capital enterprise. In 2010 and 2011, Dehao Runda bought a MOCVD equipment (important production equipment in the LED industry chain) to receive a subsidy of 8 million to 10 million from the local government of Wuhu. The annual report shows that its government subsidies in 2010 and 2011 were 277 million and 310 million yuan respectively, while its operating profit for the same period was 5 million and 146 million yuan.

The above-mentioned private equity fund also added: "Derhao Runda's external support may not stop there. Sanan Optoelectronics (600703.SH) and its model are very close, I noticed before Sanan Optoelectronics Two years ago, the two major customers were local governments in Anhui Province; Dehao Runda’s LED business accounted for less than 1/3 of the revenue, which was not obvious, but I guess it will receive local government support when it first gets the order. ."

The above-mentioned private equity fund analysis, Dehao Runda's previous LED layout, has not yet reached the moment of success, everything is just the capital market looks very beautiful. "His major shareholder is skilled in the operation of capital and industry, Wu Changjiang is also not easy to provoke, after the honeymoon period, the two sides are estimated to have a fight."

And an executive of an LED company calculated an account for Dehao Runda and NVC Lighting: "Philips' sales in the LED field accounted for 15% of its total sales. NVC has always been a tradition Lighting sales are good. Its sales in 2011 was 590 million US dollars, more than 3.6 billion yuan, I think it is 30% higher than Philips, and the sales in the LED field is 1.1 billion. LED lighting The production cost of the product is only 30%-40% to the chip including the packaged device. The purchase of NVC Lighting from Dehao Runda is up to 400 million. Moreover, NVC will not be able to purchase exclusively from Dehao Runda. What?"

The above-mentioned LED enterprise executives believe that the acquisition of NVC lighting will help Dehao Runda, but the help is limited. DeHao Runda had invested too much in the middle and upper reaches of LEDs. Its current operating rate is only about half of its capacity. NVC Lighting can help digestion capacity is limited.

Perhaps, until the LED industry is hot, the cooperation between NVC Lighting and Dehao Runda can play a stronger synergy. But when will it be hot? The above-mentioned industrial and financial people, or think that at least 2014, 2015, or believe that a huge technological breakthrough is required, can significantly reduce the price of LED products, but at present, this trend is not seen.

(This article is reproduced on the Internet. The texts and opinions expressed in this article have not been confirmed by this site, nor do they represent the position of Gaogong LED. Readers need to verify the relevant content by themselves.)

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