Due to the involvement of three A-share listed companies, the ownership of 9.71% equity of Zhejiang Dun'An Artificial Environment Co.Ltd(002011) ( Zhejiang Dun'An Artificial Environment Co.Ltd(002011) ) has attracted much market attention. One week after the suspension, Zhejiang Dun'An Artificial Environment Co.Ltd(002011) announced on May 18 that Gree Electric Appliances Inc.Of Zhuhai(000651) terminated the acquisition of its 9.71% equity. However, in this announcement, Zhejiang Dun'An Artificial Environment Co.Ltd(002011) did not clarify the ownership of the 9.71% equity, saying that there was still great uncertainty in the follow-up arrangement. It is worth noting that in this announcement, Zhejiang Dun'An Artificial Environment Co.Ltd(002011) disclosed more details about this equity transfer, in which Gree Electric Appliances Inc.Of Zhuhai(000651) said that for the disposal of Zhejiang Dun'An Artificial Environment Co.Ltd(002011) 9.71% shares, Dunan Holding Group Co., Ltd. (hereinafter referred to as "Dunan holding") made a commitment to Gree Electric Appliances Inc.Of Zhuhai(000651) without informing Gree Electric Appliances Inc.Of Zhuhai(000651) in advance and obtaining its written consent Except for the reduction of the block trading mode of uncertain trading partners or the disposal through judicial channels, the shares of the company held by Dunan holdings shall not be transferred to a third party. However, Dunan holdings plans to sell 9.71% of the company's equity to Zijin Mining Group Company Limited(601899) without Gree Electric Appliances Inc.Of Zhuhai(000651) prior knowledge.
acquisition "not agreed"
On May 18, Zhejiang Dun'An Artificial Environment Co.Ltd(002011) announced that the company's controlling shareholder Gree Electric Appliances Inc.Of Zhuhai(000651) terminated the planning agreement and transferred 9.71% of the company's shares held by Dunan holdings. The trading of the company's shares has resumed since the opening of the market on May 19.
The announcement shows that during the suspension period, Gree Electric Appliances Inc.Of Zhuhai(000651) actively promoted the transfer of this Agreement and the work related to this tender offer, and actively negotiated, repeatedly discussed and communicated with relevant parties. However, as of the disclosure date of this announcement, Dunan holdings China Zheshang Bank Co.Ltd(601916) Hangzhou Branch (hereinafter referred to as "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.
It is understood that this acquisition involves multiple related subjects. 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"), a subsidiary of Zijin Mining Group Company Limited(601899) and Hangzhou branch of Zhejiang Commercial Bank, the chairman unit of creditor Committee of financial institutions of Dunan group, on Zhejiang Dun'An Artificial Environment Co.Ltd(002011) 9.71% shares.
Shortly after the disclosure of the above transfer matters, Gree Electric Appliances Inc.Of Zhuhai(000651) also agreed to Zhejiang Dun'An Artificial Environment Co.Ltd(002011) 9.71% equity, and planned to transfer 9.71% shares of the company held by Dunan holdings through agreement; As Gree Electric Appliances Inc.Of Zhuhai(000651) has held 29.48% of Zhejiang Dun'An Artificial Environment Co.Ltd(002011) shares, the transfer of this agreement will trigger the obligation of comprehensive tender offer.
A termination announcement announced that Gree Electric Appliances Inc.Of Zhuhai(000651) voluntarily withdrew, but the ownership of Zhejiang Dun'An Artificial Environment Co.Ltd(002011) 9.71% equity is still unknown, Zhejiang Dun'An Artificial Environment Co.Ltd(002011) said that there is still great uncertainty in the follow-up arrangement of 9.71% shares of the company held by Dunan holdings. Please pay attention to the investment risk.
The reporter of Beijing Business Daily called Zhejiang Dun'An Artificial Environment Co.Ltd(002011) Secretary Office for an interview on the company's related problems, but no one answered the phone.
Shares held by an Dun
In this termination announcement, Zhejiang Dun'An Artificial Environment Co.Ltd(002011) disclosed more details of the event.
Gree Electric Appliances Inc.Of Zhuhai(000651) said that with regard to the disposal of Zhejiang Dun'An Artificial Environment Co.Ltd(002011) 9.71% shares, Dunan holdings had made a commitment to Gree Electric Appliances Inc.Of Zhuhai(000651) and could not transfer the shares held by Dunan holdings to a third party without prior notification to Gree Electric Appliances Inc.Of Zhuhai(000651) and obtaining Gree Electric Appliances Inc.Of Zhuhai(000651) written consent, except for centralized bidding, reduction of large-scale trading with uncertain trading objects or disposal through judicial channels.
On April 28, on the day 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, and made a special agreement on major matters, that is, Dunan holdings 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 this share transfer.
Gree Electric Appliances Inc.Of Zhuhai(000651) said that before the signing of the share transfer agreement, Shield Security holdings did not inform Gree Electric Appliances Inc.Of Zhuhai(000651) and obtain Gree Electric Appliances Inc.Of Zhuhai(000651) written consent, which in fact constituted a violation of the above commitments made by Shield Security holdings 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 after knowing the above situation through public channels on April 29, and timely sent a letter to inform Dunan holdings and Hangzhou branch of Zhejiang Commercial Bank that they did not agree to the previous agreement transfer and requested to terminate the share transfer agreement, and clearly proposed to transfer 9.71% of the shares of the company after further communication.
Lou Xiaoyun, a lawyer of Shanghai Oriental Cambridge law firm, said in an interview with the Beijing Business Daily that if the above situation is true, Dunan holdings may be involved in breach of contract. However, at present, the above situation is only the words of Gree Electric Appliances Inc.Of Zhuhai(000651) one family. The overall picture of the matter is still uncertain. Whether Dunan holdings is involved in breach of contract depends on whether the two sides sign relevant agreements.
Gree Electric Appliances Inc.Of Zhuhai(000651) has entered the management of the company
It is understood that Gree Electric Appliances Inc.Of Zhuhai(000651) began to plan to take over Zhejiang Dun'An Artificial Environment Co.Ltd(002011) in November 2021. At that time, Gree Electric Appliances Inc.Of Zhuhai(000651) spent 2.19 billion yuan to acquire 29.48% equity of Zhejiang Dun'An Artificial Environment Co.Ltd(002011) and became the controlling shareholder of Zhejiang Dun'An Artificial Environment Co.Ltd(002011) . Just three days ago, after Zhang Zhouhu, the representative of Gree Electric Appliances Inc.Of Zhuhai(000651) securities affairs, resigned, the latter was appointed as Zhejiang Dun'An Artificial Environment Co.Ltd(002011) vice president and board secretary.
On May 16, Gree Electric Appliances Inc.Of Zhuhai(000651) , Zhejiang Dun'An Artificial Environment Co.Ltd(002011) both issued personnel change announcements Gree Electric Appliances Inc.Of Zhuhai(000651) said that Zhang Zhouhu, the company's securities representative, resigned for personal reasons; Meanwhile, Zhejiang Dun'An Artificial Environment Co.Ltd(002011) said that the company held the 21st Meeting of the 7th board of directors on May 15, deliberated and approved the proposal on the appointment of vice president and Secretary of the board of directors. Upon nomination by the chairman of the company and review by the nomination committee, the board of directors agreed to appoint Zhang Zhouhu as vice president and Secretary of the board of directors of the company, with a term of office from the date of deliberation and approval of the board of directors to the date of expiration of the term of office of the 7th board of directors.
According to Zhang Zhouhu's resume, Zhang Zhouhu is an old employee of Gree Electric Appliances Inc.Of Zhuhai(000651) . Zhang Zhouhu joined Gree Electric Appliances Inc.Of Zhuhai(000651) in July 2007 and successively served as the director of the Finance Department of Gree Electric Appliances Inc.Of Zhuhai(000651) (Wuhu) Co., Ltd., the director of the Finance Department of Gree Electric Appliances Inc.Of Zhuhai(000651) (Hefei) Co., Ltd., the representative of Gree Electric Appliances Inc.Of Zhuhai(000651) securities affairs and the assistant director of the investment management department.
Xu Xiaoheng, an investment and financing expert, said that the vice president and the Secretary of the board of directors are very important positions in listed companies, which are held by the personnel of Gree Electric Appliances Inc.Of Zhuhai(000651) party, which has also strengthened Gree Electric Appliances Inc.Of Zhuhai(000651) 's effective control over Zhejiang Dun'An Artificial Environment Co.Ltd(002011) to a certain extent.
According to the data, Zhejiang Dun'An Artificial Environment Co.Ltd(002011) main businesses include R & D, production and sales of refrigeration components, refrigeration and air conditioning equipment and automobile thermal management. In 2021, Zhejiang Dun'An Artificial Environment Co.Ltd(002011) attributable net profit reversed losses, and the operating revenue in that year was about 9.837 billion yuan, a year-on-year increase of 33.28%; The corresponding attributable net profit was about 405 million yuan, a year-on-year increase of 140.55%.
However, in the first quarter of this year, Zhejiang Dun'An Artificial Environment Co.Ltd(002011) attributable net profit declined. Financial data show that in the first quarter of this year, Zhejiang Dun'An Artificial Environment Co.Ltd(002011) achieved an operating revenue of 2.011 billion yuan, a year-on-year decrease of 6.4%; The corresponding attributable net profit was about 83.41 million yuan, a year-on-year decrease of 14.67%.
