FSL wants to buy Hongkong Chuan-Feng has not been approved by the board of directors

FSL announced in December 1st November 28th, the Board considered the "on the subscribed capital of Chuan-Feng photoelectric technology (Hongkong) Co., Ltd. shares motion" (hereinafter referred to as "Hongkong Chuan-Feng"), due to objections on the subject of the company valuation, future earnings and overseas development ability, the bill was 4 votes, 2 votes, 3 votes against. Finally, not by.

For 8.8 times on Hongkong Chuan-Feng to assess the added value of the net assets of dissent, and director Wu Shengbo Hoffman voted against the bill. The two directors said that Hongkong Chuan-Feng so far continued losses, synergistic effect of three years of financial return analysis mainly relies on FSL, the current valuation is based on FSL's future investment and cooperation on the basis of this part should not again pay equity merger price.

The two directors said, according to the currently available business plans are not enough to prove that Hongkong Chuan-Feng future business development and profitability. In addition, FSL investment Hongkong Chuan-Feng for the development of the North American market, but the current Chuan-Feng only 5% of sales revenue from the North American market, the competitive advantage is not obvious.

Two directors also questioned FSL as Hongkong Chuan-Feng small shareholders, the ability to control the Hongkong Chuan-Feng investment income. In addition to the two Directors voted against, abstained from voting directors and independent directors Liu Zhenping, Liu Xingming Xue Yizhong, said Hongkong Chuan-Feng is not sure of the company's future business and profit forecast and overseas development ability.

Announcements, Hongkong Chuan-Feng by Chuan-Feng photoelectric holds 100% of the shares, under a Beijing Ambrose rich Photoelectric Technology Co. Ltd. and U.S. subsidiary FOREVERLAMP.INC. two.

Before the investment agreement, according to the former capital Hongkong Chuan-Feng assessment to determine the interests of all shareholders amounted to HK $45 million 465 thousand and 300, the average price per share of HK $3.89 to HK $50 million 310 thousand and 200, FSL will own funds for the Hongkong Chuan-Feng issuance of shares 12 million 946 thousand and 800 shares, accounting for 40% of the total shares after the capital increase.

In addition, Chuan-Feng photoelectric and Hongkong Chuan-Feng legal representative Shen Shangde in the capital, were holding 54.04% and 5.96%.

According to the results of commitment, Chuan-Feng will prompt Hongkong to set up a file photo of December 31, 2017 three years, the cumulative net profit of $6 million 900 thousand after the audit, otherwise it will be in proportion to the corresponding free transfer of shares to FSL.

If at the end of 2017, the actual performance of Hongkong Chuan-Feng exceed this target performance 120%, FSL should be within the specified time cash compensation Shen Shangde HK $2 million.

In addition, Hongkong Chuan-Feng and molecular company promised in the priority under the same conditions from the purchase of FSL products, 2015-2017 of the total purchase amount will not be less than HK $250 million.

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