The related business mystery remains to be solved

The decision on the administrative supervision measures of the first month of the month made the behavior of Foshan Lighting concealing related party transactions public. Recently, a director and an independent director have also resigned from the company.

Some analysts pointed out that although the resignation of the above two directors did not indicate that the company was involved in concealing related party transactions, the choice to resign at this time would inevitably lead to speculation. Especially for independent directors, resignation may be a kind of self-protection.

Two directors resigned
Foshan Lighting announced that the company's board of directors received a resignation report submitted by independent director Zhang Haixia on July 24, 2012. For personal reasons, Ms. Zhang Haixia cannot guarantee sufficient time to perform her duties as an independent director in the coming year. She therefore applied to resign as an independent director of the company and a professional committee of the board of directors.

According to Zhang Haixia's resume, she graduated from the Department of Economic Law. She has worked in the Shenzhen Office of Guohao Law Firm, the Investment Banking Department of Southwest Securities Shenzhen, and the Legal Department of Shenzhen Venture Capital Co., Ltd., and has been in Shenzhen Xintong Law Firm since May 2004. Work.

On the day before Zhang Haixia’s resignation, on July 23, company director Joerg Thaele (hereafter referred to as “Taylor”) also submitted an application to resign from the company’s directors. Taylor said that he had applied for resignation as a company director due to changes in his job responsibilities. Position.

It is worth noting that Taylor is actually the director of the largest shareholder of Foshan Lighting. According to public information, Taylor is currently the head of the low-intensity discharge lamp department of Osram GmbH.

In fact, in April this year, another director, Pan Dali, who was stationed in the company by Foshan Lighting's major shareholder Osram Holdings Co., Ltd., also resigned for personal reasons. Pandali is Executive Vice President and General Manager of Osram Asia Pacific Limited. According to his resume, over the past three decades, Pandari has been responsible for sales, marketing, factory management, day-to-day operations management and senior management in OSRAM's lighting business in North America, Latin America and Asia.

Just before Zhang Haixia and Taylor resigned, the Guangdong Securities Regulatory Bureau issued the “Decision on Administrative Supervision Measures” to Foshan Lighting and Chairman Zhong Xincai, stating that Foshan Lighting’s 2009 Annual Report, 2010 Interim Report and Annual Report, 2011 Interim Report and Annual Report were not Disclosed related relationships and related transactions with companies such as Foshan Schnoch California Electric Co., Ltd. (hereinafter referred to as "Snook") and Foshan City Slangbo Enterprise Co., Ltd. (hereinafter referred to as "Slanber"). He also asked Zhong Xincai to publicly explain the relationship between the aforementioned company and its own and Foshan Lighting, as well as the reasons for not promptly submitting the relationship description to the Foshan Lighting Board.

Previous media have pointed out that there is always a contradiction between Foshan Lighting's largest shareholder and management. Therefore, for Foshan Lighting's behavior of concealing related party transactions, there is speculation that it is reported by the major shareholder, and the result of the incident is only responsible for the chairman of the company, Zhong Xincai. However, there are still doubts in the outside world that the independent directors of the company also need to bear corresponding responsibilities.

The independent director must be responsible?

Some investment bankers pointed out that independent directors should express independent opinions on the company's related party transactions. Therefore, unless the listed company deliberately conceals it, it should also bear certain responsibilities.

According to the explanation given by Zhong Xincai, five companies, such as Schnoch and Slangbo, are the eldest son Zhong Yongliang or the second son Zhong Yonghui holding or shareholding company, and have a relationship with Foshan Lighting.

However, Zhong Xincai also argued that because of the misunderstanding of relevant laws and relevant rules and regulations, the timeliness and consequences of timely explanations and the lack of understanding of the functions of the board of directors have caused me to fail to explain to the board of directors in a timely manner. The requirements of Article 48 of the Measures for the Administration of Information Disclosure.

In this regard, Cui Nan, the managing director of 甫瀚 Consulting, believes that according to foreign experience, independent directors have diligent obligations, even if they do not participate in concealing related party transactions, but they also have to bear certain responsibilities, and after resigning after the incident, they still need to Responsible for the behavior during his tenure. At present, the domestic situation is that despite the diligence of independent directors, the punishment measures are absent.

However, after being identified as a connected transaction, the company's independent directors still issued an independent opinion that the daily connected transactions between the company and Schnoch and Slangbo from 2009 to 2011 are required for the normal operation of the company and are legitimate. The commercial behavior, the transaction pricing is based on the market price, fully withdrawing the principle of fairness and fairness. The above related party transactions have not adversely affected and lost the listed company and non-associated shareholders of the listed company, which is in the best interest of the company and all shareholders.

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