Original title: The transferee of 9.71% of Dunan Environment’s shares changed to Gree Electric Appliances. What was the deal?
Economic Observer Network reporter Li Huaqing The transferee of 9.71% of Dunan Environment (002011.SZ) has another change.
On the evening of May 18, Dunan Environment announced that the company’s controlling shareholder Gree Electric had terminated the planning agreement and transferred 9.71% of the company’s shares held by Dunan Holdings Group Co., Ltd. (hereinafter referred to as “Dunan Holdings”). Since the opening of the market on the 19th, the follow-up arrangement of the 9.71% shares of Dunan Environment held by Dunan Holdings is still relatively uncertain, and investors are reminded to pay attention to investment risks.
After the opening of the market on May 19, the share price of Dunan Environment first went up and then opened the daily limit. As of press time, the share price of Dunan Environment rose slightly by less than 3%. On May 11, when Dunan Environment announced that Gree Electric was planning to acquire 9.71% of the company’s shares by agreement, which may trigger the obligation of general tender offer, Dunan Environment’s daily limit, and then during the trading day from May 12 to May 18 , DunAn Environment are suspended.
Although the equity transfer of listed companies is inherently uncertain, in the stock bar, there are still investors who are dissatisfied with Gree Electric’s no-show behavior, believing that this move will cause fluctuations in the stock price of Dunan Environment, and some investors complain that Dunan Holdings “is a “one-stop shop”. Second female marriage.”
Gree Electric accuses DunAn Holdings of not keeping its promises
The transferee of the 9.71% stake in Dunan Environment held by Dunan Holdings has changed twice. It was announced that it would be acquired by Zijin Investment, and then it was announced that it would be acquired by Gree Electric.
According to Dunan Environment’s previous announcements, in order to optimize the debt structure, Dunan Holdings plans to sell four of its assets in a package as part of the overall arrangement for Zijin Mining Group Co., Ltd. (hereinafter referred to as “Zijin Mining”) to acquire Dunan Holdings’ asset package , Zijin Mining Investment (Shanghai) Co., Ltd. (hereinafter referred to as “Zijin Investment”, a wholly-owned subsidiary of Zijin Mining) will acquire a 9.71% stake in Dunan Environment. On April 28, Dunan Holdings, Zijin Investment, Zheshang Hangzhou Branch of Bank Co., Ltd. signed a share transfer agreement for 9.71% of DunAn Environment’s shares.
It is worth noting that April 28 was also the day when Gree Electric obtained a 29.48% share transfer registration confirmation of Dunan Environment. In November 2021, Gree Electric announced that the company plans to acquire a 29.48% stake in DunAn Environment at a price of 2.19 billion yuan. After the share transfer is completed, DunAn Environment will become a holding subsidiary of Gree Electric.
Gree Electric once introduced the reasons for holding Dunan Environment. Dunan Environment is mainly engaged in the research and development, production and sales of refrigeration components and refrigeration and air-conditioning equipment. In the field of refrigeration components, Dunan Environment is a global leading enterprise and a strategic partner of world-renowned air-conditioning manufacturers. According to the industry online data, the market share of the globe valve, four-way valve, electronic expansion valve and solenoid valve of Dunan Environment ranks first, first, third and second in the domestic market of sub-categories; in refrigeration and air conditioning In the field of equipment, DunAn Environment has deployed domestic and commercial refrigeration, and now focuses on expanding commercial fields such as rail transit, nuclear power, communication refrigeration, and large-scale commercial central air conditioning; Valves, globe valves and other products have technical advantages, and have carried out business cooperation with well-known enterprises such as BYD, Geely, Changan, SAIC and FAW. Gree Electric is optimistic about the leading value of Dunan Environment in the global refrigeration component industry, and wants to further improve the competitiveness of its own upstream core components of air-conditioning products and the stability of the supply chain by holding Dunan Environment, and can also form a synergy with Dunan Environment. Improve its own layout in new energy vehicle parts.
When Gree Electric explained the reasons for terminating the transfer of the 9.71% stake in DunAn Environment, it pointed out that DunAn Holdings had made a promise to Gree Electric regarding the disposal of the 9.71% stake in DunAn Environment, without notifying Gree Electric in advance and obtaining Gree Electric’s written consent, Except for the reduction of holdings through centralized bidding, block transactions with uncertain transaction objects, or disposal through judicial channels, the shares of DunAn Environment will not be transferred to third parties.
Gree Electric said that DunAn Holdings signed a share transfer agreement with Zhejiang Commercial Bank Hangzhou Branch and Zijin Investment on the day Gree Electric obtained the controlling stake in DunAn Environment and made an agreement: “DunAn Holdings promises to maintain good communication with Gree Electric, “Coordinating Gree Electric to agree to this share transfer” has violated Dunan Holdings’ previous commitment to Gree Electric, because Dunan Holdings did not notify Gree Electric in advance before signing the contract with Zijin Investment and Zhejiang Commercial Bank Branch, and Gree Electric did not give written consent. Gree Electric communicated with DunAn Holdings and Zhejiang Commercial Bank Hangzhou Branch as soon as possible after learning about the signing through public channels after April 29, and sent a letter to inform DunAn Holdings and Zhejiang Commercial Bank Hangzhou Branch that Gree Electric did not agree. This equity transfer requires the rescission of the equity transfer agreement, and Gree Electric will transfer 9.71% of the equity of Dunan Environment held by Dunan Holdings.
Gree Electric said that after several rounds of communication between May 7 and May 11, Dunan Holdings and Zhejiang Commercial Bank Hangzhou Branch supported Gree Electric’s offer to acquire a 9.71% stake in Dunan Environment, and promised to coordinate Zijin Investment to agree Terminated the transfer of 9.71% equity of Dunan Environment, Gree Electric again informed Dunan Environment in writing about the tender offer and requested Dunan Environment to apply for suspension of trading. The written and oral agreements and commitments made, and the coordination of all parties to reach an agreement on the core terms of the agreement on the transfer of the equity of Dunan Environment to Gree Electric Appliances. Therefore, Gree Electric decided to terminate the transfer of 9.71% of the equity of Dunan Environment.
Gree Electric Attempts to Strengthen Control of Dun’an Environment
Although the 9.71% stake in Dunan Environment held by Dunan Holdings has not been acquired as agreed, Gree Electric has a clear idea of ​​strengthening its controlling stake in Dunan Environment.
In November 2021, when it announced that it would transfer 29.48% of the equity of Dunan Environment, Gree Electric revealed that Gree Electric also intends to subscribe for the non-publicly issued shares of Dunan Environment to specific objects in the form of cash subscription, and the subscription price reaches 810 million. If both the transfer of shares and the subscription of shares are completed, Gree Electric will hold 38.78% of DunAn Environment.
Gree Electric Co., Ltd. made it clear in the equity transfer agreement that it received 29.48% of the equity of DunAn Environment. After the completion of the share transfer, Gree Electric has the right to reorganize the board of directors of DunAn Environment and nominate more than half of the directors.
At present, Gree Electric has not reorganized the board of directors of DunAn Environment, but on May 16, DunAn Environment announced the appointment of Zhang Zhouhu as the company’s vice president and board secretary. Zhang Zhouhu has an obvious background in Gree Electric Appliances.
In July 2007, Zhang Zhouhu joined Gree Electric Appliances, and successively served as the head of the Finance Department of Gree Electric Appliances (Wuhu) Co., Ltd., the head of the Finance Department of Gree Electric Appliances (Hefei) Co., Ltd., the representative of Gree Electric Appliances Securities Affairs, and the Assistant to the Minister of Investment Management Department. Before taking office as the management of DunAn Environment, Zhang Zhouhu resigned as the representative of Gree Electric’s securities affairs, and no longer held other positions in Gree Electric after his resignation. Return to Sohu, see more
Editor:
Disclaimer: The opinions of this article only represent the author himself, Sohu is an information publishing platform, and Sohu only provides information storage space services.
