In the past two years, as some metal raw materials, components and labor costs continue to rise, the profit margin of lighting products manufacturers has been compressed. In order to enhance its core competitiveness and achieve sustainable development, the company has formulated a strategy of gradually transforming from manufacturing to channel-based enterprises in 2018. In the past two years, as some metal raw materials, components and labor costs continue to rise, the profit margin of lighting products manufacturers has been compressed. In order to enhance its core competitiveness and achieve sustainable development, the company has formulated a strategy of gradually transforming from manufacturing to channel-based enterprises in 2018. 1. The proposed 900 million acquisition of Yi Xun on April 25, NVC Lighting announced that the company has entered into an agreement with Jadestone on April 25, 2018. The company intends to acquire Yexun (Hong Kong) from Jadestone for RMB 900 million. Optoelectronics Technology Co., Ltd. (hereinafter referred to as Yi Xun) 100% equity. The terms of the agreement contain the basic terms and conditions of the proposed acquisition agreement and will be subject to the signing of the formal share purchase agreement. Upon completion, the Target Group will become a wholly-owned subsidiary of the Company. It is understood that Yi Xun is a company incorporated in Hong Kong on May 31, 2010. Its main business involves the design, manufacture and sale of LED lighting products to the North American market. Headquartered in Hong Kong, the offices are located in Chicago and Atlanta, USA, and the factories are located in Zhuhai and Wuhu, China. Before the transaction, Yixun was wholly owned by Dehao Runda. Dehao Runda is a major shareholder of NVC Lighting and holds a 24.30% interest in NVC Lighting. DHL Runda is principally engaged in the production and sales of small household appliances and LED products in the PRC. In December 2016, DeHao Runda sold the entire interests of the Target Company (several transactions) to Jadestone at a cash consideration of RMB190,000,000. Jadestone also agreed to repay the debts owed by the Target Company to Dehao Runda and its subsidiaries amounting to RMB377 million. Past transactions were completed on December 30, 2016. Since its inception in 2010, Yixun has been designing, manufacturing and selling lighting products for the North American market for about six years and has established long-term relationships with major retailers and distributors such as HomeDepot, Rexel and Graybar. In particular, Yi Xun has been awarded the title of HomeDepot's Global Supplier of the Year for four consecutive years. The lighting market in North America is huge, and NVC Lighting has always wanted to enter this market. However, to enter this market, you need to have a local operating team, have a deep understanding of the local market conditions, and make long-term capital and labor investment. The above needs to limit the expansion of NVC lighting. The acquisition will help NVC Lighting enter the North American market and increase its overseas sales. In addition, NVC Lighting can also learn from the successful experience and feasible business model of the Yixun management team when establishing business in other overseas markets. 2. Sale of domestic lighting products manufacturing business On March 14, NVC Lighting announced that the company and Dehao Runda and Wang Donglei entered into a non-binding cooperation framework agreement, according to which, due to the signing of specific agreements, the company intends The sale of domestic lighting products manufacturing business, including but not limited to the entire share capital of Huizhou NVC Optoelectronics Technology Co., Ltd. to Dehao Runda and Wang Donglei. The specific scope of the underlying assets will be further negotiated by each of the parties; the purchase price will be based on an assessment of the underlying assets by a company-approved Hong Kong auditor or appraiser, and the final purchase price will be further negotiated by the parties. The potential sale under the cooperation framework agreement can reduce the proportion of manufacturing operations in the group and is therefore in line with the Group's development strategy and long-term interests. According to the announcement, Dehao Runda is mainly engaged in the production and sale of small household appliances and LED products. As of the date of the announcement, Dehao Runda indirectly holds approximately 24.3% of the issued share capital of the company and is a substantial shareholder of the company. And Wang Donglei is an executive director and chairman of the board of directors of the company, indirectly holding approximately 16.57% of the issued shares of Dehao Runda, being the major shareholder and actual controller of Dehao Runda. 3. Intended 315 million plus code LED lighting business On March 18, NVC Lighting announced that the company entered into a sale and purchase agreement with the seller Hong Kong Luoman International Co., Ltd. after the trading period on March 16, 2018, according to which the company agreed to acquire The seller agreed to sell a 40% stake in Hong Kong's Blue Core Trading, at a consideration of RMB 315 million. Hong Kong Blueprint Trading is a company incorporated in Hong Kong with limited liability. Its business activities include investment holding, lighting, LED, home appliance design and development, communication and promotion, technical consultation and international trade. The Target Company's profit before taxation for the two years ended December 31, 2016 and 2017 was RMB 72 million and RMB 157 million respectively. Hong Kong's Aurora Core Trade indirectly holds an 85% stake in Wuhu NVC, while the company indirectly holds a 10% stake in Wuhu NVC. After the settlement, the company will hold a 40% stake in the target company and indirectly hold a 44% stake in Wuhu NVC. NVC Lighting said the acquisition will enhance the company's ability to develop or collaborate with online sales and distribution channels. Following the acquisition, the company will continue to expand its sales and distribution channels and benefit from the collection, analysis and application of consumer behavior-related big data. According to the data, in 2017, NVC Lighting achieved revenue of RMB 4.063 billion, up 6.7% year-on-year; realized gross profit of 1.173 billion yuan, up 14.9% year-on-year; realized profit attributable to owners of the parent company of 314 million yuan, up 108.2% year-on-year. .
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