Securities code: Zhejiang Dun’An Artificial Environment Co.Ltd(002011) securities abbreviation: Zhejiang Dun’An Artificial Environment Co.Ltd(002011) Announcement No.: 2022029 Zhejiang Dun’An Artificial Environment Co.Ltd(002011)
Announcement on resumption of trading of the company’s shares
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The controlling shareholder of the company Gree Electric Appliances Inc.Of Zhuhai(000651) terminated the planning agreement and transferred 9.71% of the shares of the company held by Dunan Holding Group Co., Ltd;
2. Zhejiang Dun’An Artificial Environment Co.Ltd(002011) (Securities abbreviation: Zhejiang Dun’An Artificial Environment Co.Ltd(002011) , securities code: Zhejiang Dun’An Artificial Environment Co.Ltd(002011) ) will resume trading in the morning of May 19, 2022 (Thursday);
3. There is still great uncertainty in the follow-up arrangement of 9.71% shares of the company held by Dunan Holding Group Co., Ltd. please pay attention to the investment risk.
1、 Suspension of shares of the company
Zhejiang Dun’An Artificial Environment Co.Ltd(002011) (hereinafter referred to as “the company” or ” Zhejiang Dun’An Artificial Environment Co.Ltd(002011) “) received the notice from the controlling shareholder of the company Gree Electric Appliances Inc.Of Zhuhai(000651) (hereinafter referred to as ” Gree Electric Appliances Inc.Of Zhuhai(000651) “) on May 11, 2022, and Gree Electric Appliances Inc.Of Zhuhai(000651) is planning to transfer 9.71% shares of the company held by Dunan Holding Group Co., Ltd. (hereinafter referred to as “Dunan holding”) (hereinafter referred to as “this agreement transfer”); Since Gree Electric Appliances Inc.Of Zhuhai(000651) has held 29.48% of Zhejiang Dun’An Artificial Environment Co.Ltd(002011) 29.48% shares, the transfer of this agreement will trigger the obligation of comprehensive tender offer (hereinafter referred to as “this tender offer”).
Since Dunan Holdings has entered into partnership with Zijin Mining Group Company Limited(601899) investment (Shanghai) Co., Ltd. (hereinafter referred to as “Zijin investment”) on April 28, 2022 China Zheshang Bank Co.Ltd(601916) Hangzhou Branch (hereinafter referred to as “Hangzhou branch of Zhejiang Commercial Bank“) signed the share transfer agreement on Zhejiang Dun’An Artificial Environment Co.Ltd(002011) (hereinafter referred to as “share transfer agreement”) for 9.71% shares of the company (hereinafter referred to as “previous agreement transfer”). Gree Electric Appliances Inc.Of Zhuhai(000651) and Dunan holding still need to further negotiate with relevant parties on this agreement transfer. In order to ensure fair information disclosure, avoid abnormal fluctuation of the company’s share price and safeguard the interests of the majority of investors, the company applied to Shenzhen Stock Exchange, and the trading of the company’s shares (Securities abbreviation: Zhejiang Dun’An Artificial Environment Co.Ltd(002011) , securities code: Zhejiang Dun’An Artificial Environment Co.Ltd(002011) ) was suspended from the opening of the market on the morning of Thursday, May 12, 2022. It is expected that the suspension time will not exceed 2 trading days.
On May 13, 2022, the company received the notice from the controlling shareholder Gree Electric Appliances Inc.Of Zhuhai(000651) . Due to the large number of communication matters and communication subjects of this agreement transfer, the trading parties are actively promoting relevant procedures and implementing relevant transaction details. The company is not expected to resume trading from the opening of the market on the morning of May 16, 2022 (Monday). Upon the application of the company to Shenzhen Stock Exchange, the trading of the company’s shares (Securities abbreviation: Zhejiang Dun’An Artificial Environment Co.Ltd(002011) , securities code: Zhejiang Dun’An Artificial Environment Co.Ltd(002011) ) will continue to be suspended from the opening of the market on Monday, May 16, 2022. It is expected that the suspension will continue for no more than 3 trading days. For details, please refer to the relevant announcements disclosed by the company on May 12 and May 14, 2022.
2、 Reasons for controlling shareholders’ termination of planning agreement transfer and possible trigger of tender offer
According to the notice of Gree Electric Appliances Inc.Of Zhuhai(000651) on the disposal of 9.71% of the company’s shares, Dunan Holdings has made a commitment to Gree Electric Appliances Inc.Of Zhuhai(000651) and 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, block trading with uncertain trading partners or being disposed through judicial channels.
On April 28, 2022, on the day that 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: “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”, Before the signing of the share transfer agreement, Dunan holdings did not inform Gree Electric Appliances Inc.Of Zhuhai(000651) and obtain Gree Electric Appliances Inc.Of Zhuhai(000651) written consent in advance, which in fact constituted a violation of the above commitments made by Dunan 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, 2022, 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.
From May 7, 2022 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 the transfer of this Agreement may trigger a comprehensive offer, obtained the support of Dunan holdings and Hangzhou branch of Zhejiang Commercial Bank on the transfer of this Agreement and the acquisition of this offer, and promised to coordinate Zijin investment to agree to terminate the transfer of the previous agreement, 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.
3、 Arrangement for resumption of trading of the company’s shares
In accordance with the provisions of the Listing Rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 6 – suspension and resumption of trading, upon application to Shenzhen Stock Exchange, the trading of the company’s shares (stock abbreviation: Zhejiang Dun’An Artificial Environment Co.Ltd(002011) , stock code: Zhejiang Dun’An Artificial Environment Co.Ltd(002011) ) will resume from the opening of the market on Thursday, May 19, 2022. 4、 The influence of controlling shareholder’s termination of planning agreement transfer on the company
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 situation damaging the interests of the company and minority shareholders. 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.
It is hereby announced.
Zhejiang Dun’An Artificial Environment Co.Ltd(002011) board of directors
May 19, 2002
