Source: Xinzhilian Exhibition Meet the author on the road
The already exciting ceramics world has recently been disrupted by a wave of Disturbed by the storm that can be called the "strongest lineup in history", this is the upcoming second "China (Foshan) International Ceramic Equipment and Materials Exhibition CICEE2019" (hereinafter referred to as the Tanzhou Equipment Exhibition) and the 32-year-old Tanzhou Equipment Exhibition. The life-and-death battle between the "Ceramics China" (hereinafter referred to as the Guangzhou Exhibition) is jokingly called the "double exhibition battle" in the industry.
Why is the "double exhibition dispute" causing such a fuss? In addition to the fact that the "Guangzhou Exhibition", as China's largest, most comprehensive and longest-standing ceramic industrial equipment exhibition, was challenged by the new "Tanzhou Equipment Exhibition", "monopoly and market" frequently appeared in the discourse of all parties. Words and concepts such as "Dreams and Feelings", "Serving the Industry", "Survival of the Fittest", "Gods fight and mortals suffer" are particularly eye-catching. But today, when the above-mentioned words are abused, we might as well put aside these seemingly lofty words and examine this so-called "double exhibition dispute" from a calm, pragmatic and forward-looking perspective.
Gossip 1: Is Tanzhou Equipment Exhibition the choice and call for market competition?
According to Bao Jiejun’s self-media “ In the article "The "Double Exhibition Controversy" of China's Architectural Ceramics Situation from a Global Perspective" published in the official account "Gui Ran Shuo" (hereinafter referred to as Bowen), a very objective and thorough analysis of the needs of ceramic companies for exhibitions was made . Bao Wenzhong said: "In the past two years, companies have not had a great demand for this aspect, because the birth of new companies and new brands is far less than before. ... In the past, exhibitions focused on displaying new products for the domestic market, The functions of channel investment and protection of innovation are no longer urgently needed at this stage. Chinese companies have already taken on the functions of investment promotion, new product release and even ordering at the annual meeting. "We can draw a conclusion from Bowen. Judgment:The market (that is, most ceramic companies) actually has no new demand for participating in exhibitions and does not need new exhibitions.
I believe Bowen’s view is also shared by most of us in the ceramic industry consensus. Based on this consensus, it can be seen realistically that the "Guangzhou Exhibition", which has been held for 32 years, has well met the needs of the market, and we have never heard of unfair competition in the Guangzhou Exhibition in the past. . When the needs of enterprises to participate in exhibitions have been met, holding another completely identical "Tanzhou Equipment Exhibition" is obviously not the need and call of the market.
Gossip 2: Is the incident of "holding the Tanzhou Equipment Exhibition" reasonable and legal in the corporate governance of China Ceramics Alliance Company?
Excerpt from Bowen: According to "Tianyancha" According to the data, the equity structure of China Ceramics Alliance includes: China Ceramics Industry Association invested 2 million yuan, accounting for 25% of the shares, China Building Materials Federation invested 1.55 million yuan, accounting for 19.38% of the shares, and Anhui Xincheng Investment Co., Ltd. invested 1.22 million yuan, accounting for 19.38% of the shares. Guangdong New Mingzhu Ceramics Group invested 1.06 million yuan, accounting for 13.25% of the shares, Guangdong Ceramics Association invested 1 million yuan, accounting for 12.5% of the shares, China Council for the Promotion of International Trade Building Materials Branch invested 400,000 yuan, accounting for 5% of the shares, Foshan China Ceramic City Group Co., Ltd. invested 120,000 yuan, accounting for 1.5% of the shares, China Building and Sanitary Ceramics Association invested 50,000 yuan, accounting for 0.63% of the shares, Guangdong Keda Clean Energy Co., Ltd. invested 40,000 yuan, accounting for 0.5% of the shares, Guangdong Dongpeng Ceramics The joint-stock company invested RMB 80,000, accounting for 1% of the shares. Judging from the above equity structure, the China Ceramics Industry Association holds 25% of the shares and is the largest shareholder; the China Building Materials Federation, the Building Materials Branch of the Council for the Promotion of International Trade, and the China Building and Sanitary Ceramics Association collectively hold 25% of the shares and is the second largest shareholder; The direct holding part of Guangdong Keda Clean Energy Co., Ltd., plus the indirect holding through Anhui Xincheng Investment Co., Ltd. and Foshan Henlitai Machinery Co., Ltd., account for a total of 16.25% of the shares, making it the third largest shareholder; Guangdong Xinmingzhu Ceramics The group holds 13.25% of the shares and is the fourth largest shareholder.
For some reason, the shareholding of 12.5% was omitted in Bowen The fifth largest shareholder of Guangdong Ceramics Association?
Judging from the information revealed by Tao Chengjun on April 5, < strong>Those who oppose the Tanzhou Equipment Exhibitionare the aforementioned first andThe second largest shareholder and some corporate shareholders have voting shares reaching 53%; some corporate shareholders abstained from voting or did not attend the meeting.
The author brought the "Articles of Association" of China Tao Alliance Company for consultation I contacted a professional lawyer from the National Lawyers Association and got the following reply:
The "Company Law" includes "major matters" The power of interpretation is given to each shareholder, who shall stipulate the scope of "major matters" in the "Articles of Association" through the shareholders' meeting; the board of directors also has no power to decide the scope of "major matters". The chairman has no right to decide the scope of "major matters"; since the "Articles of Association" of China Ceramics Alliance Company does not clearly stipulate the scope of "major matters", it is deemed that there is no agreement; since "the suspension of Tanzhou Equipment Exhibition" The proposal has been supported by 53% of the equity, which is more than half. The shareholders' meeting issue has been passed in accordance with the law and has become binding on China Ceramics Alliance Company. The company should immediately implement the resolution of "immediately suspending the Tanzhou Equipment Exhibition", otherwise China The relevant directors and senior executives of Tao Alliance Company will bear legal responsibility; if any shareholder believes that the "suspension of the Tanzhou Equipment Exhibition" should be listed as a "major matter", they can initiate a separate shareholders' meeting in accordance with the provisions of the "Articles of Association" to More than two-thirds of the shares voted to amend the "Articles of Association" and specify the "suspension of the Tanzhou Equipment Exhibition" as a "major matter".
In fact, according to information provided by insiders in June 2017 The "Resolution of the Shareholders Meeting of Foshan Zhongtao Alliance Technology Co., Ltd." and the "China Ceramics Alliance Technology Co., Ltd." released on the 3rdJudging from the photos of the document "Minutes of the Second Board Meeting of the China Ceramics Alliance",neither the shareholders meeting held that day nor the subsequent board meeting mentioned that the China Ceramics Alliance will hold the "China Ceramics Alliance" at the Tanzhou International Convention and Exhibition Center in Foshan. Ceramic Equipment and Materials Exhibition CICEE", it was only decided in the "Minutes of the Second Board Meeting of the China Ceramics Alliance" that the China Ceramics Alliance Company will hold the first exhibition at the Tanzhou Exhibition Hall on April 18 or 19, 2018. The "China Ceramics and Bathroom Products Exhibition" (referred to as the product exhibition), and the product exhibition has been the core goal of the China Ceramics Alliance Company since its establishment, not what Bowen said "On June 3, 2017, Guangzhou Ceramics On the last day of the industrial exhibition, the China Ceramics Alliance held a shareholders' meeting. The operator of the China Ceramics Alliance proposed for the first time at the shareholders' meeting that the China (Foshan) International Ceramics and Sanitary Products Exhibition (hereinafter referred to as the China Ceramics Alliance) will be held at the Foshan Tanzhou International Convention and Exhibition Center. "CICPE" is the first China Ceramics Products Exhibition held in Guangzhou) and "CICEE". The China Building Materials Federation immediately raised objections..." (The author speculates that Bao did not see the document "Foshan Zhongtao Alliance Technology Co., Ltd. Shareholders Meeting Resolution 2017.6.3" at that time, so he wrote the above text?)
Based on the documents of the shareholders’ meeting and the board of directors obtained by the author , China Ceramics Alliance Company has never made a resolution to hold the Tanzhou Equipment Exhibition at the level of shareholders' meeting or board of directors, and has not even publicly discussed the issue of holding the Tanzhou Equipment Exhibition!
Wow! ! !
From this point of view, we can make three A Goldbach conjecture:
1. "CICEE" is the The operator (who?) who actually controls the China Tao Alliance Company made private preparations and then forcibly launched it, an "illegitimate child" born of a fait accompli? (The illegitimate child himself is not wrong, but how should one evaluate the person who created the illegitimate child?);
2. "Stop the Tanzhou Equipment Exhibition" obviously does not belong to "Major event", because "holding the Tanzhou Equipment Exhibition" has never been to the board of directors or shareholders' meeting, what kind of major event is it? Since even "holding the Tanzhou Equipment Exhibition" is not a "major matter", then "suspension of the Tanzhou Equipment Exhibition" is naturally not a "major matter" either. If so, the future of Tanzhou Equipment Exhibition is obviously uncertain?
3. Based on the above congenital defects, the author believes that Tan The European Equipment Exhibition is facing the risk of legal proceedings. So should companies in our industry that have already participated in the exhibition consider avoiding such real legal risks?
Gossip 3: Who will run the "China Can the "First Ceramic Equipment Exhibition" truly serve the industry?
We believe that with the technological progress and industrial maturity of Chinese ceramic companies, China’s Ceramic exhibitions will still play a huge role, and China's No. 1 ceramic equipment exhibition is naturally the most important stage to recommend and showcase China's top ceramic companies and equipment to the world. Therefore, whether such an important exhibition can effectively serve the industry. Service and the true implementation of the concept of fair competition are not only the fundamental interests of the industry, but also the intended meaning of the question.
Common sense tells us: interests determine positions, and positions determine ultimate behavioral orientation.
According to Tao Chengjun, China Ceramics Alliance Company announced on April 4 From the voting results of the shareholders' meeting, we can clearly see that the person standing behind the Tanzhou Equipment Exhibition is actually Keda Clean Energy. And standing behind Keda Clean Energy is a certain boss who has been promoting his "feelings of sacrificing the small for the big" and "losing 250 yuan to build the Tanzhou Equipment Exhibition".
Marx said: The nature of capital is greedy. The "big bosses" who want to dominate the industry have their own little calculations in the name of their feelings: they have given small favors in previous exhibitions, free exhibitions for foreign businessmen and even offered them shares in order to gain glory. strong>What will happen when he takes the top spot? Can he compete fairly with you on his turf? Is there still a chance to choose a side by then?
Furthermore, the ancients said: If one's heart is not right, what he does will be evil. The Bible also says: A good tree cannot bear bad fruit, and a bad tree cannot bear good fruit; you can tell whether it is a good tree by the fruit it bears. Since someone is so deliberately planning to use a hen to lay eggs and a magpie to occupy a dove's nest,could the ultimate goal of such a person be to serve the vast number of companies in the industry? Whether others believe it or not, the author cannot believe it anyway.
On the contrary,neither of the four major national associations The main body of market competition is not a profit-making organization with private investment. As a third party, there is no fundamental conflict of interest with any company in the industry to organize this exhibition, and it has credibility.
And in fact, the Guangzhou Exhibition has been held for 32 years It has indeed been serving the entire industry. Otherwise, why has the scale expanded steadily from the beginning to the present, and the number of participating companies and visitors has increased year by year? According to the latest news announced on the official website of the Guangzhou Exhibition, the "2019 China International Ceramics Industry Technology and Products Exhibition Ceramics China 2019" has an exhibition area of 90,000 square meters. It is still the largest, most influential and most reputable in China and even the world. Ceramic Industry Exhibition!
From this point of view,Guangzhou Exhibition is not only It has extremely strong vitality, and as long as resources are properly integrated in the future, the Guangzhou Exhibition will definitely get better and better.
Gossip 4: What to do with the “dreams and feelings” we agreed on?
According to Tao Chengjun, the Tanzhou equipment exhibition platform is the most powerful A certain big shot in China claimed to have invested 2.5 million yuan in the Tanzhou Equipment Exhibition. Later, Taocheng Daily corrected that it was not an investment but a loan to the China Ceramics Alliance Company. Although the author is not engaged in finance, I can judge through common sense: If the investment fails and the money cannot be recovered, it means losing money, but if it is a loan to China Tao Alliance Company, that is not the same thing.
China Ceramics Alliance Company with a registered capital of 8 million yuan, The boss said that the company lost money three years ago, so the boss borrowed 7.5 million yuan to give to China Ceramics Alliance Company. According to the company introduction, the China Ceramics Alliance Company under the control of the boss held these two exhibitions in Tanzhou. The business strategy is to discount or even give away booths for free. How to recover the cost? Who will bear such huge liabilities in the future? Is this an idea for sustainable operation of Zhongtao Company?
According to relevant parties, there were competing ceramics, It is a great thing for the development of the industry that the four major building materials associations can put aside their old differences and come together to establish the China Ceramics Alliance Company. Objectively speaking, a certain big shot did play a positive role in promoting cooperation between the two major camps of light industry and building materials. The major associations that were the founding shareholders agreed in the investment agreement for the establishment of the China Ceramics Alliance that the new company's only goal was to be a Chinese Bologna product exhibition. Unexpectedly, it ended up being a good start but not a good end. It was forced by a big boss He drove the car on a crooked road to snatch his own Guangzhou exhibition. For a moment, the emotion of "Zhou Gong's rumors, Wang Mang has not usurped..." came to the author's heart. My dearest lady, there is nothing I can do... What a pity!
So, someone insisted on holding the Tanzhou Equipment Exhibition even at the risk of falling out with the entire industry. This matter has nothing to do with dreams or feelings. This is a real industry competition! Please, a certain boss, please stop repeatedly tarnishing the word "feelings", which is still very pure in the author's heart, okay?
There is no need for some helpers to use "It's all a matter of course" With a net worth of 100 million, why do you care about these few million dollars?" Come to help the boss, please stop hurting each other's IQ, okay?
Gossip 5: About Tanzhou Equipment in 2020 Exhibition of speculation?
Although some big guys are borrowing from China Tao Alliance Company, Giving birth to the "illegitimate child" of Tanzhou Equipment Exhibition does not mean that we will not be able to leave behind the biological mother of China Ceramics Alliance Company in the future. This boss can find a company he controls to act as a wet nurse for the Tanzhou Equipment Exhibition.
The author here makes a bold guess, now that we have reached this step , it is absolutely impossible for all parties to stop here. Not only will this illegal and unreasonable 2019 Tanzhou Equipment Exhibition continue to be held as scheduled, but it will also be time before the boss takes off the emperor’s new clothes and directly hosts the 2020 Tanzhou Equipment Exhibition in the name of his own company.It shouldn't be too far away.
This is due to the profit-seeking and bloodthirsty nature of capital. The word is established as evidence.
Gossip (Extra): China Ceramics Alliance The past and present life of the company
In the vortex of the storm of the "double exhibition dispute" Among them, Foshan Zhongtao Alliance Technology Co., Ltd. is the key to the entire incident. For example, many people find it difficult to understand why the four major national associations as founding shareholders were deeply hurt by China Ceramics Alliance, which still controls 50% of the shares. Therefore, a true and objective restoration of the past and present life of China Ceramics Alliance will undoubtedly help clear up the fog of the so-called "double exhibition dispute".
The author is based on information and inquiries provided by insiders The income from the "Qixinbao" software is for readers:
In the spring and summer of 2014, China Building Materials Federation, China Ceramics Industry associations, China Building and Sanitary Ceramics Association, China Council for the Promotion of International Trade Building Materials Industry Branch, and Guangdong Ceramics Association jointly discussed how to integrate the resources of the ceramics and sanitary ware industries to create aChina's "Bologna Ceramic Products Exhibition" has brought the proud word "ceramics" (CHINA) back to China, which is becoming increasingly powerful, so as to better exert the international influence and competitiveness of our country's ceramic products.
On June 18, 2014, the above five parties jointly signed "Investment Agreement" and actually injected 5 million yuan to prepare the new company.
On February 5, 2015, the four major national associations and The Guangdong Ceramics Association officially registered and established "Beijing China Ceramics Alliance Technology Co., Ltd." with a registered capital of 8 million yuan, of which the China Building Materials Federation holds 38.75% of the shares, the China Ceramics Industry Association holds 37.5%, and the China Building and Sanitary Ceramics Association holds 38.75% of the shares. 1.25% of the shares, 10% of the shares of the China Council for the Promotion of International Trade Building Materials Industry Branch, and 12.5% of the Guangdong Ceramics Association. The legal representative and chairman are Wang Yao, Pu Yongxiang serves as vice chairman, and the other five directors include Zhou Zhizhou , Chen Huan, Bian Cheng, Chen Xianhui, Wu Yuefei, Wu Yuefei concurrently serves as the general manager. In the first board of directors, Bian Cheng and Chen Xianhui served as company directors as representatives of the business community invited by shareholders.
On November 3, 2015, for the purpose of business management and development To facilitate business, Beijing China Ceramics Alliance Technology Co., Ltd. moved to Foshan City, and the company name was changed to: Foshan China Ceramics Alliance Technology Co., Ltd. Other conditions remain unchanged.
On December 28, 2016, the "China "Ceramic Products Exhibition" has been delayed and encountered twists and turns; in view of the fact that the original shareholders of the Five Party Association have paidThe registered capital was RMB 5 million, so the registered capital was changed from RMB 8 million to RMB 5 million. Corresponding changes in shareholding ratios: China Building Materials Federation’s shareholding changed from 38.75% to 31%, China Ceramics Industry Association’s shareholding changed from 37.5% to 40%, China Building and Sanitary Ceramics Association’s shareholding changed from 1.25% to 1%, China The shareholding of the Building Materials Industry Branch of the Council for the Promotion of International Trade changed from 10% to 8%, and the shareholding of the Guangdong Ceramics Association changed from 12.5% to 20%. Other conditions remain unchanged.
April 28, 2017, based on April 24 The shareholders' meeting resolved to make two amendments to the Articles of Association: 1. Capital increase: the registered capital increased from 5 million yuan to 8 million yuan; 2. Share expansion: the five original shareholders were expanded to 24 shareholders. At this time, the shares of the four major national associations were diluted from a total of 80% to a total of 50%.
June 3, 2017, Foshan China Ceramics Alliance Technology A limited company makes a shareholders' meeting resolution: 1. Modify the company's articles of association. …(5) Article 14 of Chapter 5 of the original Articles of Association “The Board of Directors shall consist of 7 persons, 1 appointed by Party A (China Building Materials Federation), 2 persons appointed by Party B (China Ceramics Industry Association), and 2 persons appointed by Party D (China International The Building Materials Industry Branch of the Trade Promotion Council shall appoint one person, Xu Fang (Guangdong Ceramics Association) shall appoint one person, and the inviting enterprise shall appoint two persons. Party B shall appoint one vice-chairman. It consists of 7 people, including 1 person appointed by the China Ceramics Industry Association, 1 person appointed by the China Building Materials Federation, 1 person appointed by the Guangdong Ceramics Association, 1 person appointed by the product enterprise representative, and 1 person appointed by the equipment raw and auxiliary material enterprises. All parties shall appoint in writing. In addition, two people other than shareholders are invited to serve as directors, and one of them shall also serve as the general manager of the company. "(6) Article 18 of Chapter 5 of the original articles of association "The company shall have a general manager, recommended by Party B and decided by the board of directors. "Appointment or dismissal" is changed to "The company shall have a general manager, and the appointment or dismissal shall be decided by the board of directors." 2. Re-election of a new board of directors. The board of directors consists of 7 people, with Pu Yongxiang appointed by China Ceramics Industry Association and 1 person appointed by China Building Materials Federation (Member of the Board of Directors).Later designated), Guangdong Ceramics Association appointed Chen Huan, product company representative Guangdong New Mingzhu Ceramics Group appointed Chen Xianhui, equipment raw and auxiliary materials company Guangdong Keda Clean Energy appointed Bian Cheng. In addition to shareholders, Wu Yiyue and Luo Qing were invited to serve as directors. Chairman Wu Yiyue and Luo Qing concurrently serve as the general manager of the company.
At this point, through the above-mentioned "conspiracy", a certain big boss After completing the actual control of the China Ceramics Alliance Company, it was also after the formation of this board of directors that the Barbarian Operation was launched to force the Ma Tanzhou Equipment Exhibition.
