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Director Wu Shengbo and Hoffman voted against the proposal because of the 8.8-fold increase in the appreciation rate of Hong Kong's HSBC. The two directors said that Hong Kong's HSBC has continued to lose money so far. The three-year financial return analysis mainly relies on the synergy of Foshan Lighting. The current valuation is based on the future investment and cooperation of Foshan Lighting. This part should not be Pay the equity purchase price.
The above two directors said that according to the current business plan, it is not enough to prove Hong Kong's future business development and profitability. In addition, Foshan Lighting invested in Hong Kong to develop the North American market, but currently only 5% of HSBC's sales revenue comes from the North American market, and the competitive advantage is not obvious.
The two directors also questioned whether Foshan Lighting, as a minority shareholder of Hong Kong, could control the investment income of Hong Kong. In addition to the two directors who voted against it, Liu Xingming, the director who abstained from voting, and Liu Zhenping and Xue Yizhong, independent directors, also expressed their distrust of Hong Kong's future operations, profit forecast and overseas development capabilities.
According to the announcement, Hong Kong Fufeng is 100% owned by Haofeng Optoelectronics Co., Ltd., which has two subsidiaries, Beijing Yufu Optoelectronics Technology Co., Ltd. and US FOREVERLAMP.INC.
In the previous investment agreement, before the capital increase, it was determined that the total equity of HSBC Hong Kong shareholders was 45.465 million Hong Kong dollars, the average price per share was 3.89 Hong Kong dollars, Foshan Lighting will subscribe Hong Kong Yifeng Zengfa shares for 12,940,800 shares with a self-owned capital of 50.102 million Hong Kong dollars. Shares, accounting for 40% of the total number of shares after the capital increase.
In addition, Yan Feng Optoelectronics and Hong Kong Yifeng legal representative Shen Shangde held shares of 54.04% and 5.96% respectively after the capital increase.
According to the performance commitment, Fufeng Optoelectronics will promote Hong Kong's accumulated net profit after auditing to 6.9 million US dollars within three years from December 31, 2017. Otherwise, the corresponding shares will be transferred to Foshan Lighting on a pro-rata basis.
If Hong Kong's actual performance exceeds 120% of the above target performance by the end of 2017, Foshan Lighting shall pay Shen Shangde 2 million Hong Kong dollars in cash within the specified time.
In addition, Hong Kong Fufeng and its molecular companies promised to purchase products from Foshan Lighting under the same conditions. The total purchase amount in 2015-2017 will be no less than HK$250 million. 
Foshan Lighting wants to acquire Qifeng Optoelectronics without the approval of the board of directors
Foshan Lighting issued an announcement on December 1st. On November 28th, the Board of Directors reviewed the “Proposal on the Subsidy to Subscribing to the Additional Shares of Fufeng Optoelectronics Technology (Hong Kong) Co., Ltd.†(hereinafter referred to as “Hong Kong Fufengâ€), due to the valuation of the target company. There was disagreement on future profitability and overseas development capability. The proposal was approved with 4 votes, 2 votes against, and 3 abstentions. It was not passed.