On the evening of May 18, Zhejiang Dun’An Artificial Environment Co.Ltd(002011) ( Zhejiang Dun’An Artificial Environment Co.Ltd(002011) , SZ) announced that the controlling shareholder Gree Electric Appliances Inc.Of Zhuhai(000651) ( Gree Electric Appliances Inc.Of Zhuhai(000651) , SZ) of the company decided to terminate the planning agreement and transfer 9.71% equity of the listed company held by Dunan Holding Group Co., Ltd. (hereinafter referred to as Dunan holding), and Zhejiang Dun’An Artificial Environment Co.Ltd(002011) will resume trading after the opening of the market on the morning of May 19.
The reporter of the daily economic news learned that on May 11, Zhejiang Dun’An Artificial Environment Co.Ltd(002011) received the notice from Gree Electric Appliances Inc.Of Zhuhai(000651) and Gree Electric Appliances Inc.Of Zhuhai(000651) is planning to transfer 9.71% of the equity held by Dunan holdings through agreement, because Gree Electric Appliances Inc.Of Zhuhai(000651) already holds 29.48% of the equity of Zhejiang Dun’An Artificial Environment Co.Ltd(002011) and this agreement transfer will trigger the obligation of comprehensive tender offer.
Gree claims that Dunan holdings violates its commitment
The Gree Electric Appliances Inc.Of Zhuhai(000651) agreement acquired 9.71% equity of Zhejiang Dun’An Artificial Environment Co.Ltd(002011) on April 28. Dunan holdings signed a share transfer agreement with Zijin Mining Group Company Limited(601899) investment (Shanghai) Co., Ltd. (hereinafter referred to as Zijin investment) and China Zheshang Bank Co.Ltd(601916) Hangzhou branch of Dunan group (hereinafter referred to as Zhejiang Commercial Bank Hangzhou Branch) on 9.71% shares of the company. Zijin investment is a subsidiary of Zijin Mining Group Company Limited(601899) ( Zijin Mining Group Company Limited(601899) , SH).
According to the announcement of Zhejiang Dun’An Artificial Environment Co.Ltd(002011) on the evening of May 18, with regard to the disposal of 9.71% of the company’s shares, Dunan Holdings has previously promised Gree Electric Appliances Inc.Of Zhuhai(000651) that it shall not transfer the company’s shares held by Dunan holdings to a third party without informing Gree Electric Appliances Inc.Of Zhuhai(000651) in advance and obtaining Gree Electric Appliances Inc.Of Zhuhai(000651) written consent, except for centralized bidding, large-scale trading with uncertain trading partners or being disposed through judicial channels.
However, on the day when Gree Electric Appliances Inc.Of Zhuhai(000651) obtained the confirmation of Zhejiang Dun’An Artificial Environment Co.Ltd(002011) 29.48% share transfer registration, Dunan holdings signed a share transfer agreement with Hangzhou branch of Zhejiang Commercial Bank and Zijin investment. In addition, Dunan holdings also promised to maintain good communication with Gree Electric Appliances Inc.Of Zhuhai(000651) and coordinate Gree Electric Appliances Inc.Of Zhuhai(000651) to agree to the equity transfer.
However, Gree Electric Appliances Inc.Of Zhuhai(000651) believes that Dunan holding and Zijin investment did not inform Gree Electric Appliances Inc.Of Zhuhai(000651) and obtain Gree Electric Appliances Inc.Of Zhuhai(000651) consent before signing the equity transfer agreement, which has in fact constituted a violation of the commitment made by Dunan holding to Gree Electric Appliances Inc.Of Zhuhai(000651) and the share transfer agreement Gree Electric Appliances Inc.Of Zhuhai(000651) communicated with Dunan holdings and Hangzhou branch of Zhejiang Commercial Bank at the first time, and informed Dunan holdings and Hangzhou branch of Zhejiang Commercial Bank by letter, Gree Electric Appliances Inc.Of Zhuhai(000651) did not agree to the share transfer agreement between them and Zijin investment, requested to terminate the share transfer agreement, and clearly proposed to transfer 9.71% of the shares of the company after further communication.
parties fail to coordinate
Gree Electric Appliances Inc.Of Zhuhai(000651) said that from May 7 to May 11, 2022, after several rounds of communication, under the condition that Gree Electric Appliances Inc.Of Zhuhai(000651) clearly informed Dunan holdings and Hangzhou branch of Zhejiang Commercial Bank that this agreement transfer may trigger a comprehensive offer, and obtained the support of Dunan holdings and Hangzhou branch of Zhejiang commercial bank on this agreement transfer and this tender offer, and promised to coordinate Zijin investment to agree to terminate the previous agreement transfer, after careful consideration, Gree Electric Appliances Inc.Of Zhuhai(000651) informed Zhejiang Dun’An Artificial Environment Co.Ltd(002011) in writing that it planned to plan the transfer of this Agreement and the acquisition by offer, and requested Zhejiang Dun’An Artificial Environment Co.Ltd(002011) to apply to Shenzhen stock exchange for suspension of trading.
During the suspension period, Gree Electric Appliances Inc.Of Zhuhai(000651) actively promoted the transfer of this Agreement and the relevant work of this tender offer, and actively negotiated, repeatedly discussed and communicated with relevant parties. However, as of the disclosure date of this announcement, Dunan holdings and Hangzhou branch of Zhejiang Commercial bank failed to effectively coordinate the parties to reach an agreement on the core terms of this agreement transfer according to the written and oral agreements and commitments made before the suspension. Based on the above, after careful study, Gree Electric Appliances Inc.Of Zhuhai(000651) decided to terminate the planning of this agreement transfer and this tender offer.
Zhejiang Dun’An Artificial Environment Co.Ltd(002011) said in the announcement that the termination of the planning agreement transfer by the controlling shareholder will not affect the normal operation and development of the company, and there is no damage to the interests of the company and minority shareholders. There is still great uncertainty about the follow-up arrangement of 9.71% shares of the company held by Dunan holdings.
During the two sessions this year, Dong Mingzhu, chairman of Gree Electric Appliances Inc.Of Zhuhai(000651) board of directors, replied in a written reply to the reporter of daily economic news that for Gree Electric Appliances Inc.Of Zhuhai(000651) , the acquisition of Zhejiang Dun’An Artificial Environment Co.Ltd(002011) is also an important link in the layout of the industrial chain, which will help to improve the stability of the supply of Gree Electric Appliances Inc.Of Zhuhai(000651) valve parts, pipeline parts and other air conditioning parts, and improve the competitiveness of the upstream core parts of Gree Electric Appliances Inc.Of Zhuhai(000651) air conditioner and the stability of the supply chain, Strengthen the company’s competitiveness in the field of air conditioning core parts, ensure that the core parts are independent and controllable, and improve the layout of the industrial chain.
