On the evening of July 12, Foshan Lighting (000541) released a series of announcements, acknowledging that it has not disclosed a series of related transactions around the two sons of Zhong Xincai and Foshan Lighting in the past three years, including Foshan Lighting's procurement of materials and sales from Schnoch and Slamba. Products, and Qinghai Power, (Hong Kong) Qinghai Skyline, which is closely related to the new energy layout of Foshan Lighting, also have their two sons. After the announcement of Foshan Lighting, the reporter called the company’s board secretary Zhou Xiangfeng, but did not answer the phone. When the reporter then called again, the number was turned off.

It is incredible that Zhong Xincai, the chairman of Foshan Lighting for 20 years, actually said that he had misunderstood the relevant laws and regulations, and he did not explain it to the board in time.

It is understood that Foshan Lighting held the 20th meeting of the 6th Board of Directors on July 12, and 8 voting directors deliberated and voted on the related party transaction. All voting results were 6 votes in favor and 0 votes against. 2 votes abstained, abstaining from voting is the two directors representing Osram, the major shareholder. Directors Joerg Thaele and Wu Shengbo stated that they were unable to verify the relationship of the transaction and could not assess the pricing principles and pricing basis of the related party transactions, their respective fairness, reasonableness and influence on the company's independence.

3 years to purchase and sell to the two son companies
Foshan Lighting admitted in the announcement that the legal representatives of Snooker and Slambo are Zhong Yongliang and Zhong Yonghui, respectively, the eldest son and younger son of Mr. Zhong Xincai, the chairman of the board. During the three-year reporting period required by the Guangdong Securities Regulatory Bureau, Foshan Lighting purchased materials and products from the two companies separately, and charged the utility bill for water and electricity.

According to the announcement, from 2009 to 2011, Foshan Lighting purchased materials from Schnoqi for three consecutive years, with a total amount of about 53.97 million yuan, of which the purchase amount in the first two years exceeded 20 million yuan and 30 million yuan respectively. Dropped to 440,000 yuan. During the three years, Foshan Lighting accumulated a total of 18.72 million yuan in sales related to Schnoch, which also dropped sharply in 2011.

Foshan Lighting only purchased materials from Slamba in the third year, but it was associated with the latter for three consecutive years. The total amount was less than that of Schnoch, but it still had 13.41 million yuan.

Snooker once accounted for 4.47% of the proportion of Foshan Lighting related procurement materials, but then fell below 0.1%.

Foshan Lighting explained that the company chose to purchase materials from related parties mainly to concentrate on purchasing some of the materials needed by the company. “Providing timely delivery and quality assurance will help reduce costs.” The choice to sell products to related parties is mainly to increase the cost. The company's sales channels have driven the expansion of the company's production scale to a certain extent.

Foshan Lighting further explained that the above related transactions were based on market prices and did not harm the company's interests. The opinion of the independent directors also believes that the above related party transactions did not pose significant uncertainties to the company's continuing operations.

It is worth noting that Snooker and Slambo are not in good working condition. Schnoch's losses in the past two years have exceeded 2 million. Slope has also suffered losses in the past two years.

New energy business also has its own foothold
When the Guangdong Provincial Securities Regulatory Bureau ordered Foshan Lighting to explain the situation, it pointed out that Foshan Lighting and Qinghai Weili New Energy Materials Co., Ltd. jointly established the related transaction of Qinghai Foshao Lithium Electrode Materials Co., Ltd. in 2010. In this regard, Foshan Lighting announced that Foshan City Slangbo Enterprise Co., Ltd. is a shareholder of Qinghai Power Company, accounting for 20% of the shares, Zhong Yonghui is the actual controller of the 20% equity.

(Hong Kong) Qinghai Sky Rare Element Technology Development Co., Ltd. participated in the establishment of Qinghai Fozha Lithium Energy Development Co., Ltd., which was once confusing because the shareholders of Qinghai Fozha Lithium Energy did not have Hong Kong skyline.

Foshan Lighting explained that the announcement on September 11, 2009 showed that the shareholder of Folu Lithium Energy was Huaou Technology Consulting and Planning Development Co., Ltd., because the transfer of patent technology from Huaou Company to Hong Kong Sky was not completed yet. With patented technology, Hong Kong Sky was not qualified to use technology sponsors as shareholders of Foshan Lithium Energy. Later, Huaou Company transferred the patented technology to the Hong Kong skyline, and the shareholders of Fuji Photo Lithium Energy changed from Huaou Company to Hong Kong Sky.

According to the announcement, Hong Kong Sky's shareholders are Huang Sangui and Zhong Yonghui, whose equity ratios are 71% and 29% respectively, and Zhong Yonghui holds a directorship in Hong Kong Sky. The actual controllers of Huaou Company and Hong Kong Sky are Huang Sangui.

However, the reporter reviewed the announcements of Foshan Lighting for the past three years, and did not explain the changes of the relevant shareholders of the joint venture company, and did not explain the relationship formed after the change of shareholders.

Zhong Xincai personally stated that he could not accept
Guosen Securities Foshan Department

The reporter called the investment adviser of Foshan Department of Guoxin Securities on some of the questions in the announcement. For the explanation of Zhong Xincai’s personal explanation, the investment adviser considered it unacceptable. He believed that Zhong’s understanding of the provisions of laws and regulations was unacceptable, the biggest possibility. It is the company's deliberate concealment of related related transactions, and there is a possibility that there will be interest transfer. Behind the two new energy companies jointly established by Foshan Lighting, there are sons of Zhong Xincai, and the investment consultant also said that there is no possibility of interest transfer. It is understood that Foshan Lighting's entry into new energy is an important strategy led by Zhong Xincai.

Zhong Family Business Relations
Foshan Schnoqi California Electric Co., Ltd. is a wholly foreign-owned enterprise established by Zhong Yongliang. Zhong Yongliang is the eldest son of Zhong Xincai.

Foshan Slangbai Enterprise Co., Ltd. is a limited liability company in which Zhong Yonghui holds 95% of the shares. Zhong Yonghui is the second son of Zhong Xincai.

Qinghai Weili New Energy Materials Co., Ltd. is a limited liability company holding a 20% stake in Slangbo.

(Hong Kong) Qinghai Skyline Rare Element Technology Development Co., Ltd. is a limited liability company registered in Hong Kong. Zhong Yonghui holds a 29% stake in the company and serves as a director of the company.

Shanghai Liangqi Electric Co., Ltd. is a company registered in Shanghai by Zhong Yongliang. Zhong Yongliang holds 100% of the company.

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