Independent directors "do not act" Foshan lighting two major doubts to be solved

Analysts believe that there is a huge disparity between the total assets and net assets of the two companies over the past three years. The high operating income is not guaranteed to be profitable, and the suspicion of interest transmission is lingering.

Since the evening of July 13th, a batch of "Announcement of Related Party Transactions" has been released. In the past six days, Foshan Lighting has chosen to respond to everything with "silence" in the face of various doubts in the industry.

However, the market did not leave a slight breath for the company's stock price and small and medium investors. Even with the opportunity of the market callback, Foshan Lighting ushered in two consecutive days of red, but its closing price on the 19th was 7.04 yuan per share compared to July. At the opening of the 13th, there was still a certain gap of 7.21 yuan/share.

In response to many doubts about the market, the reporter called the Foshan Lighting Securities Office. The relevant person said that the business is busy and will call back after 10 minutes. Since then, the reporter not only failed to wait for the person to call, but also called again, the other party has no answer.

One of the questions to be solved:

Why do you rely on the big tree for years to lose money?

In the announcement of a series of related transaction descriptions of Foshan Lighting, a “Announcement on the Relationship with Foshan Schnoqi California Electric Co., Ltd., Foshan Slangbo Enterprise Co., Ltd. and the Daily Related Transactions of 2009-2011” Finally, the relationship between Snooker and Slangbo and Foshan Lighting, which were led by Zhong Xincai (Foshan Lighting Chairman) Zhong Yongliang and his youngest son Zhong Yonghui, was publicly announced.

In addition, the announcement also disclosed the business scope of Snooker and Slabor and the financial data for 2009-2011.

Data show that Snooker's total assets from 2009 to 2011 increased from 22 million yuan to 24 million yuan, while net assets fell from -1.2 million yuan to -5 million yuan. At the same time, this company with an average annual operating income of 28 million yuan in the past three years has been losing money for years.

And almost the same as Snooker's financial data, the total assets from 2009 to 2011 increased from 14 million yuan to 17 million yuan of Slamba, the net assets have always hovered around 1.5 million yuan, three consecutive years of operating income of more than 10 million yuan However, it only achieved a net profit of more than 60,000 yuan in 2009, and the remaining 2010 and 2011 losses were 14,000 yuan and 74,000 yuan respectively.

In response, a financial expert told reporters that "this voluntary financial data has not been audited, and it has weakened the significance of the explanation based on the unpublished key data such as gross profit margin."

A brokerage analyst who did not want to be named told the reporter that "these data are so confusing, and there is no logic. There is a huge disparity between the total assets and net assets of the two companies over the past three years. The high operating income can not guarantee the profit, what is the significance of such a company? And aside from the financial, relying on a listed company with a market value of more than 6 billion, the financial situation of the two companies reflects the operating situation. Unbearable, this is how people can not associate it with 'transportation, tax evasion and tax evasion'."

The second question to be solved:

How to account for independent directors?


For the exposure of the "hidden connected transaction" case, Zhong Xincai, chairman of Foshan Lighting, finally answered "the relevant laws and relevant rules and regulations are incorrect, and the timeliness and consequences of timely explanation and the lack of understanding of the functions of the board of directors".

At the same time, several independent directors of Foshan Lighting also issued “independent opinions”. The related party transactions “required for the normal business operations of the company and are legitimate business practices. The transaction pricing is based on market prices, fully withdrawing the principle of fairness and fairness” .

What is even more puzzling is that several independent directors believe that the series of connected transactions "has no adverse impact on the listed companies and non-associated shareholders of listed companies, and is in the best interests of the company and all shareholders."

"In fact, aside from the legal principle, regardless of whether Zhong Xincai’s chairman is eager to protect his son or because of the grievances of the 'share dispute' a few years ago, it is still reasonable to choose 'concealing and defending'. But as independent Directors, still choose 'protection' is a kind of uncompromising dereliction of duty." The above brokerage analyst told reporters.

According to the relevant regulations, all related party transactions of listed companies must be confirmed by independent directors before they can be submitted to the board of directors for review. The three-year related party transactions have not been publicly disclosed. Now it is arbitrarily given that “there is no cause for listed companies and non-associated shareholders of listed companies. What are the responsibilities of the independent directors in the conclusion that the adverse effects and losses are in the best interests of the company and all shareholders?

In addition, it is particularly noteworthy that the relevant announcements show that Qinghai Buddha Photograph was jointly established by Foshan Lighting with Qinghai Power (about 20% held by Zhong Yonghui), Hong Kong Sky (about 29% held by Zhong Yonghui) and other shareholders. In Lithium Energy Development Co., Ltd. and Qinghai Foshao Lithium Electrode Materials Co., Ltd., Foshan Lighting invested a total of 54.73 million yuan (cash), holding 38% and 51% shares of the two companies respectively; while Qinghai Power and Hong Kong Skymark only invested 1000 yuan. Ten thousand yuan (another capital contribution is based on patented technology), which holds 20% and 33% of the shares of the two companies respectively.

In addition, the announcement shows that the factories used by Schnoch and Slambo are leased by Foshan Lighting, and the two companies only delivered 110,000 yuan and 54,000 yuan of rent and utilities to Foshan Lighting in 2011. A local Foshan local manufacturer told reporters that “it is rare to consider such low-cost rents considering the inventory and office needs of companies with assets of more than 10 million.”

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