FSL deep OSRAM OEM trap forced transformation

FSL North Road, Fenjiang, Foshan City Industrial Zone, large and small lighting equipment manufacturers gathered. Fen road and Industrial Road intersection, OSRAM (China) Lighting Co., Ltd. (hereinafter referred to as OSRAM China) is located here, only about 1 kilometers away from FSL.

As a multinational enterprise in Germany, a wholly owned subsidiary of SIEMENS, OSRAM settled in Foshan, the establishment of OSRAM Chinese has been 12 years, after 4 times of capital expansion, OSRAM Chinese has become OSRAM in the world's largest production base for SIEMENS lighting business in the rapid global expansion made distinctions won in battle.

However, the traditional domestic lighting giants - FSL OSRAM in white, earnings growth is slowing down, the original market advantage, brand advantage has been weakened, originally wants to use OSRAM's technology bigger and stronger FSL seems to be caught in a maze of OSRAM oem.

Become a foreign shareholder of OSRAM's OEM plant?

Prior to October 2003, FSL's largest shareholder of Foshan industrial Cci Capital Ltd, the shareholding ratio of 23.97%, a state-owned equity. 2004, the establishment of Foshan SASAC, the state-owned shares transferred to the Foshan sasac.

After screening, SIEMENS's OSRAM was selected. At the same time, as the acquisition of partners and FSL nearly 10 years of cooperation in Hongkong Chang Chang lighting equipment Co., Ltd. (hereinafter referred to as Hongkong Yu Chang) has become the acquirer.

In August 31, 2004, Foshan SASAC holds a 23.97% stake in FSL is divided into two parts, of which 13.47% transferred to OSRAM and Hongkong chang you just established acquiring company Oji Royuma, the remaining 10.5% are transferred to Hongkong chang you, the transfer price of 678 million yuan.

Apparently, after the acquisition, OSRAM as the largest shareholder of Oji Royuma, to become the actual controller of FSL, but in fact, OSRAM holds a 60% stake in Oji Royuma, the actual rights holding only 8.082% of FSL, and Hongkong chang you actual holding more than 16% shares of FSL, the company's actual controller Zhuang Jianyi Association Guangzhou Youchang light equipment Trade Co. the company (hereinafter referred to as "Guangzhou Youchang") at this time also holds 2.09% shares of FSL, and FSL hold part B personal perseverance, perseverance, Zhuang became a major shareholder of FSL behind the scenes.

With the general equity transfer, the OSRAM in FSL, pay far more than the transfer conditions so simple, which also includes a commitment to the high proportion of dividend, maintain management with Zhong Xincai as the core of the basic invariant, part of LED lighting technology and the framework of the purchase contract a year to buy $10 million lamp products from FSL "".

According to the purchase contract, should according to the specifications provided by OSRAM FSL manufacturing lamp products, and sell these products to OSRAM and its associated enterprises for export and domestic sales; lighting products sell to OSRAM's price in May of each year began in October 1st of each year and agreed that ended in September 30th next year for the 12 consecutive month of internal fixation the same. FSL guarantees that the fixed price will be calculated at the lowest selling price of FSL to other export or domestic customers.

"That is to say, FSL actually became OSRAM's OEM factory. At the time of the Chinese FSL lighting market, the cost of a tube is about 5 yuan, PHILPS is about 8 yuan, while OSRAM is close to 10 yuan, three technical difference, OSRAM procurement price tube as the Buddha, with their lights, with their own label, so that OSRAM has quickly the cost to compete with PHILPS, but also laid the foundation for the expansion of OSRAM in China market." A researcher revealed that over the past few years, OSRAM's rapid development in China in addition to benefiting from the prospects of the lighting industry itself, and FSL's cooperation is not unrelated.

Contrary to the promise and the only losers in order to complete the transfer of equity, Foshan SASAC can be said.

Because it involves the foreign investment and the transfer of state-owned assets, August 31, 2004 has signed a transfer agreement needs to be approved by the Ministry of Commerce, the SASAC, and in the process of waiting for approval in the A stock market ushered in a field with vigour and vitality of the reform of non tradable shares.

In February 20, 2006, FSL announced the fifteenth batch of shares as the reform program, the major shareholder of Foshan SASAC is burdened with, for every 10 shares to pay 24.5 yuan in cash on the price of total tradable shareholders to pay 360 million yuan, while OSRAM and Hongkong is not a penny out of Chang you. March 15, 2006, FSL shareholders' meeting adopted the above share reform program, in April 6, 2006, the Foshan SASAC completed the transfer of ownership, OSRAM, Hongkong, FSL successfully transferred into.

However, in the previous purchase of additional agreements, OSRAM not only in 2006, contrary to the product purchase agreement, it is committed to a violation of one thing, which is exacerbated by the original contradiction.

In cooperation with OSRAM, FSL suddenly found that OSRAM's Chinese lighting business bigger, and its own brand, market advantage weakened.

Data can be explained. FSL in 2007, in 2008, in 2009, the main business income was 1 billion 490 million yuan, respectively, $1 billion 720 million, $1 billion 710 million, and the last 3 years is the rapid development of China's lighting market stage.

Compared with FSL, Zhejiang sunshine is a rising star, its main business revenue in 2007 amounted to