As Gree’s first “a eats a”, the stock price of Zhejiang Dun’An Artificial Environment Co.Ltd(002011) has soared recently, reaching a new high in recent five years.
However, Zhejiang Dun’An Artificial Environment Co.Ltd(002011) has reaped the daily limit for two trading days before this announcement of commitment to Gree. After the resumption of trading, the company’s share price rose continuously.
On this occasion, the attention letter of Shenzhen Stock Exchange came unexpectedly.
stock price change before suspension
On December 8, the Shenzhen stock exchange sent a letter of concern to Zhejiang Dun’An Artificial Environment Co.Ltd(002011) , asking questions about the company’s planning of equity transfer and fixed increase.
Looking back on the previous announcement, Zhejiang Dun’An Artificial Environment Co.Ltd(002011) the suspension announcement for planning the change of control was issued on the evening of November 9. The announcement said that in order to resolve the financial debt, the controlling shareholder Dunan Seiko decided to transfer the company’s shares pledged to the creditors of financial institutions by agreement. If the above matters are finally reached, the controlling shareholder and actual controller of the company will be changed. The trading of the company’s shares has been suspended since the opening of the market on the morning of November 10, and the suspension is expected to be no more than 5 trading days.
In the two trading days before the suspension of the company’s shares, i.e. November 8 and 9, Zhejiang Dun’An Artificial Environment Co.Ltd(002011) rose continuously. What is capital foresight?
On November 16, with the launch of a series of heavy announcements, Zhejiang Dun’An Artificial Environment Co.Ltd(002011) has a preliminary answer to the ownership of controlling rights.
According to the announcement, Dunan Seiko, the controlling shareholder of the company, plans to transfer Zhejiang Dun’An Artificial Environment Co.Ltd(002011) 29.48% of its shares to Gree Electric Appliances Inc.Of Zhuhai(000651) agreement. At the same time, Zhejiang Dun’An Artificial Environment Co.Ltd(002011) plans to add 139 million shares to the lock price of Gree Electric Appliances Inc.Of Zhuhai(000651) . After the fixed increase is completed, Gree Electric Appliances Inc.Of Zhuhai(000651) holds Zhejiang Dun’An Artificial Environment Co.Ltd(002011) 38.78% shares and becomes the controlling shareholder of the company. Since Gree Electric Appliances Inc.Of Zhuhai(000651) has no actual controller, the actual controller of the company will be changed from Yao Xinyi to no actual controller.
According to public information, Zhejiang Dun’An Artificial Environment Co.Ltd(002011) was established in 2001, mainly engaged in refrigeration components business, and involved in vehicle electronic expansion valve, stop valve and other products in new energy heat management. According to the prospectus of corporate bonds, Gree Electric Appliances Inc.Of Zhuhai(000651) is one of the top two customers of Zhejiang Dun’An Artificial Environment Co.Ltd(002011) .
On the same day, Gree Electric Appliances Inc.Of Zhuhai(000651) announced that it is optimistic about the industrial value of Zhejiang Dun’An Artificial Environment Co.Ltd(002011) as a leading enterprise in the global refrigeration components industry. It plans to further improve the competitiveness of upstream core parts of air conditioning and the stability of supply chain through holding transactions, give play to the business synergy between Zhejiang Dun’An Artificial Environment Co.Ltd(002011) and Gree Electric Appliances Inc.Of Zhuhai(000651) , and improve the industrial layout of core parts of new energy vehicles.
The attention letter of Shenzhen stock exchange requires the company to check whether relevant personnel use insider information for stock trading.
Behind the above questioning by the regulators is the obvious early change of Zhejiang Dun’An Artificial Environment Co.Ltd(002011) share price.
Zhejiang Dun’An Artificial Environment Co.Ltd(002011) stock price change timeline:
November 8
Stock price limit
November 9
Stock price limit
the evening of November 9
Issue a suspension notice for planning the change of control
November 10-16
Stock suspension
the evening of November 16
Release the announcement of the proposed change of the actual controller and Gree Electric Appliances Inc.Of Zhuhai(000651) will be “in charge”
November 17
Resumption of trading of shares and rise limit of share price
the evening of November 19
Disclosure of summary of acquisition Report
November 20 – December 7
Share prices continued to rise and hit a new high this year
December 8
Shenzhen Stock Exchange issued a letter of concern, and the share price opened low
there is a big difference between the fixed increase price and the transfer price
In this transaction, the difference between the equity transfer price and the fixed increase issuance price, as well as the large amount guarantee provided by Zhejiang Dun’An Artificial Environment Co.Ltd(002011) to the related parties of the controlling shareholder Dunan Seiko, also received the key attention of Shenzhen Stock Exchange.
First, let’s look at the problem that there is a large difference between the fixed increase price and the agreed transfer price. According to the announcement on November 16, Zhejiang Dun’An Artificial Environment Co.Ltd(002011) plans to issue shares to Gree Electric Appliances Inc.Of Zhuhai(000651) at a price of 5.81 yuan / share, while Dunan Seiko transfers shares to Gree Electric Appliances Inc.Of Zhuhai(000651) at a price of 8.10 yuan / share.
“After acquiring 29.48% of the shares transferred by Dunan Seiko, Gree Electric Appliances Inc.Of Zhuhai(000651) can become the master of Zhejiang Dun’An Artificial Environment Co.Ltd(002011) . There is no need to obtain the controlling right through fixed increase. The purpose of fixed increase may be to reduce the unit cost.” An analyst who has long studied the fixed growth market said.
In this regard, the attention letter requires to explain the reasons and rationality of the large difference between the private placement price and the agreed transfer price, and whether there is any situation that damages the interests of the listed company and the legitimate rights and interests of minority shareholders.
Let’s look at Zhejiang Dun’An Artificial Environment Co.Ltd(002011) providing large amount guarantee to related parties of controlling shareholders. According to the summary of Zhejiang Dun’An Artificial Environment Co.Ltd(002011) acquisition report disclosed by Zhejiang Dun’An Artificial Environment Co.Ltd(002011) on November 19, as of November 16, 2021, Zhejiang Dun’An Artificial Environment Co.Ltd(002011) provided joint guarantee for Dunan holdings, a related party of Dunan Seiko, with a principal balance of 586 million yuan and an interest of 75 million yuan.
In addition, according to the announcement of Zhejiang Dun’An Artificial Environment Co.Ltd(002011) in April this year, the company has accrued a guarantee loss of 633 million yuan and included it in the debt repayment plan for the next five years.
In 2020, Zhejiang Dun’An Artificial Environment Co.Ltd(002011) significantly “turned profits into losses”. Last year, the net profit was a loss of 1 billion yuan. The provision of the estimated loss of external guarantee was attributed to one of the important loss factors.
In June 2021, because Zhejiang Dun’An Artificial Environment Co.Ltd(002011) and relevant personnel did not consider the negative impact of external guarantee factors on the company when publishing the forecast of 2020 performance, the forecast was not prudent enough, resulting in inaccurate 2020 performance forecast. Zhejiang securities regulatory bureau and Shenzhen Stock Exchange issued warning letters and circulated criticism to them respectively.
(Shanghai Securities News)
